FY18 Results and Annual Report
The a2 Milk Company Limited
Results for announcement to the market
Reporting period Twelve months to 30 June 2018
Previous reporting
period
Twelve months to 30 June 2017
Amount (000s) Percentage change
Revenue from ordinary
activities
$NZ 922,677 + 67.9%
Profit (loss) from
ordinary activities after
tax attributable to
security holders
$NZ 195,684 +115.9%
Net profit (loss)
attributable to security
holders
$NZ 195,684 +115.9%
Final dividend Amount per security Imputed amount per
security
The Company does not
propose to pay a
dividend for the year
ended 30 June 2018
Not applicable Not applicable
Record date Not applicable
Dividend payment date Not applicable
Comments: For further information refer to the attached:
Audited Annual Report for the year ended 30 June
2018
Full Year Results Commentary
Full Year Results Presentation
Net Tangible Assets per
security
30 June 2018
73 cents
30 June 2017
31 cents
---
NZX Code: ATM
ASX Code: A2M
22 August 2018
NZX/ASX Market Release
Outstanding financial performance and strong progress on delivery of strategy
Overview for the year ended 30 June 2018 (NZ$)
• Total revenue of $922.7 million – an increase of 68% over the prior corresponding period (pcp)
• EBITDA
1
of $283.0 million – up 101% on pcp
• Net profit after tax of $195.7 million – 116% ahead of the pcp
• Strong cash conversion with operating cash flow of $231.1 million – up 131% on pcp
• EBITDA to sales margin of 31% – up from 26% in the pcp
• Basic earnings per share (EPS) of 27.0 cents – up from 12.7 cents in the pcp
• Infant formula share strengthening to 5.1% in China
2
and 32% in Australia
3
• Substantial physical distribution growth to ~10,000 stores in China and ~6,000 stores in the US
• Enhanced strategic partnerships with Synlait and Fonterra
Summary of financial performance
The Company delivered another very strong financial performance, with substantial improvements in revenue,
earnings and cash generation. Increased investment in brand and market development resulted in rapid growth
of infant formula and the expansion of the liquid milk business in each of the Company’s established markets.
Continued impressive sales growth and trajectory
Sales of a2 Platinum® infant formula again grew substantially in Australia and China, with continued growth in
market share. a2 Platinum® sales revenue was $724.2 million, an increase of 84% on the previous year.
Investment continued in building brand awareness and consumer engagement, expanding distribution in priority
channels and adapting to new regulatory requirements in China.
1
Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non GAAP measure. However, the Company believes that it
assists in providing investors with a comprehensive understanding of the underlying performance of the business. A reconciliation of EBITDA
to net profit after tax is shown at the end of this document
2
Kantar Infant Formula market tracking of Tier 1 and Key A cities for 12 months ending June 2018 by value (Kantar track a substantial
proportion of the total market)
3
Aztec Australian Grocery and Pharmacy Scan value share 12 months ending 30/06/18
2
In Australia, a2 Milk™ branded fresh milk value share grew strongly from 9.3% to 9.8% by year end
4
. The United
States business continued to grow sales velocities in key accounts, alongside a distribution footprint which
increased to 6,000 stores, following expansion into the Northeast and in the natural channel. In the United
Kingdom, improvement in rates of sale and expanding distribution brought gains in revenue.
The Company advanced its growth strategy through multiple initiatives – launching three new products (a2
Platinum® Stage 4 milk powder, a2 Platinum® pregnancy formula and a2 Milk™ powder blended with Mānuka
honey); entering new markets in South East Asia; and establishing a strategic relationship with Fonterra Co-
operative Group Limited and an exclusive distribution agreement with Yuhan Corporation for the South Korea
market.
Margin improvement and investment to deliver growth
Gross margin percentage benefited from the increased proportion of infant formula sales, currency movements
and favourable net selling prices.
Investment in brand building and marketing grew by $31.6 million to $73.6 million, with increases across all
markets. Due to the timing of key marketing programs in China and USA, this investment was more heavily
weighted to the second half.
SG&A spend increased broadly in line with underlying revenue, reflecting a commitment to support continued
growth. Corporate costs rose by $8.3 million, reflecting investment in people and associated costs to support
global growth opportunities.
Strong balance sheet position
The cash position continued to improve along with revenue, earnings and working capital efficiencies. Net
operating cash flow was $231.1 million, compared with $99.9 million in the previous year. Cash on hand at the
end of the year was $340.5 million, compared with $121.0 million for the pcp.
Working capital benefited from improved terms with a number of customers. This was partially offset by a
planned increase in infant formula inventory of $35.7 million as the Company built progressively to more
sustainable levels during the year.
Enhanced strategic supply partnerships
The Company’s supply base was enhanced by the extension of the comprehensive manufacturing and supply
agreement for infant formula with Synlait Milk Limited (Synlait) and the establishment of a new comprehensive
strategic relationship with Fonterra.
Results commentary
Reviewing the results for the 2018 year, the Managing Director and CEO Jayne Hrdlicka said: “FY18 has been a
transformative year. Our brand and unique approach are working across multiple products and markets and we
are seeing real momentum building in China and the US.”
“The Company’s financial results maintained a very strong trajectory, with a revenue increase of 68% and with
operating earnings up by 101%. Significant progress has been achieved in Australia, China and the USA and
important emerging market opportunities are starting to materialise.
4
Aztec Australian Grocery Weighted Scan, 12 months ending 30/06/18 versus pcp
3
“The ongoing momentum reflects the growing strength of our brand proposition, continued execution success in
our end markets and in management of the supply chain.
“The Company has continued to invest in brand building and advertising and in the strength of the organisation,
as we build capability and capacity to deliver on growth against our core opportunities.
“The extended arrangement with Synlait Milk and the new relationships with Fonterra and Yuhan Corporation are
important steps in the development of both our supply chain and our capacity to develop new markets. The
extended relationship with China State Farm is another important relationship, underpinning our platform for
growth in China.”
Strategic progress
With the Australian and China businesses delivering strong earnings, an expanded US distribution footprint and
the growing strength of our brand, the Company continues to be well positioned to execute its strategy for
further growth.
The growth strategy has three priorities:
Building a branded portfolio of dairy-based nutritional products based on the A1 protein free proposition
Investing in attractive markets where we believe we can build competitive brand strength
Deepening our proprietary know-how and A2 protein expertise.
The first signs of competition from a major international company in the A1 protein free category appeared in
March 2018. There has been no apparent impact on our sales momentum as a consequence of this launch. The
Company remains confident that competition will ultimately expand the category over time. The combination of
our strong and contemporary brand, deep know-how and intellectual property, agile and entrepreneurial
approach; and absolute focus as a Company on A1 protein free products, means our business is uniquely
positioned to benefit from category expansion. The Company will actively leverage and defend the integrity of its
market position.
Brand, intellectual property and research & development
The Company has continued its investment in improving brand equity via enhanced marketing campaigns in its
key markets of Australia, China and the US, R&D and further development of intellectual property. The Company’s
investment in marketing and R&D increased by $32.3 million and a further $2.2 million was capitalised for patents
and trade marks.
Increasing investment in trade marks included a rollout of a new unifying brand trade mark that has been applied
across all products and markets. Our brand assets will continue to evolve as the trade mark portfolio broadens
over time.
During FY18 a clincial trial conducted in China involving 600 adults with self reported lactose intolerance found
consumption of milk containing the A2 protein type reduced acute gastorintestinal symptoms. These findings
were consistent with the previous pilot study published in FY16.
A pilot study carried out under the New Zealand Government High Value Nutrition programme is now complete
and being submitted for publication. Furthermore, a clinical study in China amongst pre-school children
examining digestive benefits of A1 protein free milk has been submitted for publication.
The Company continues to support additional science and research & development programmes to enhance its
overall brand proposition.
4
Strategic partnerships
With a view to enhancing our supply chain and broader international market development the Company
announced the formation of a comprehensive strategic relationship with Fonterra. The initial scope of the
relationship incorporates:
an exclusive nutritional powder agreement under which Fonterra will manufacture A1 protein free
products in Australia for certain priority markets in South East Asia and the Middle East
an exclusive licence to Fonterra for the production, distribution, sale and marketing of a2 Milk™ branded
liquid milk in New Zealand (commenced from July 2018)
the opportunity to leverage Fonterra’s sales and distribution capabilities in the priority markets
joint evaluation of opportunities to sell certain Company branded dairy products, such as butter and
cheese, in Australia, New Zealand and China
Additional A1 protein free milk pools to be developed by Fonterra and the Company.
a2 Milk™ powder blended with Mānuka honey is packed by Fonterra and is the first product launched with
Fonterra’s assistance following the announcement of our strategic relationship.
Further steps were taken to build on the Company’s global supply strategy with the comprehensive supply
agreement for infant formula with Synlait Milk extended in early July 2018. This provides a two-year extension to
the minimum term, an increase in the volume over which Synlait already had exclusive supply rights, increased
committed production capacity and pricing terms that reflect both companies’ commitment to an ongoing
market-competitive pricing regime.
Consistent with the Company’s desire to deepen relationships with its key partners, the Company announced on
3 August 2018 an additional investment of $162.3 million in Synlait Milk shares, bringing the total shareholding in
Synlait to approximately 17.4%. This investment is intended to provide further stability over Synlait’s capital
position and ownership and reflects the Company’s commitment to supporting key strategic partners. The
Company has no plans to further increase its shareholding in Synlait.
The Company continues to take steps to minimise the risk of product substitution and counterfeit, particularly for
infant formula in China. This includes improved security technology and advances in quality and authenticity
proof points. During the financial year, the Company introduced a unique QR-verification system allowing
verification of the authenticity of our products. The system has now been implemented across the total a2
Platinum® product range. Product quality and security will remain an ongoing area of focus and investment by the
Company.
As recently reported, arrangements with China State Farm, the Company’s exclusive import agent for China label
infant nutrition products into Mainland China, were extended for a further three years, to December 2021.
The Company remains committed to its approach of deploying capital efficiently and strategically to support
mutually beneficial relationships with processing and distribution partners, in line with its multi-site, multi-
product and geographic diversification strategy. As part of this, the Company continues to assess its medium-term
manufacturing strategy for nutritional products, including the possible ownership of blending and canning assets,
potentially in conjunction with its nutritional powder supply partners.
New products and markets
Three new products were launched during the year:
a2 Platinum® Stage 4 junior milk drink, to support the nutritional needs of children three years and over –
launched in August 2017 in Australia and China. The product has performed above plan
5
a2 Platinum® Premium pregnancy formula, to support mothers’ nutritional needs pre-pregnancy, during
pregnancy and while breastfeeding – launched in May 2018 in Australia
Premium a2 Milk™ powder blended with Mānuka honey brings together two naturally beneficial products
to create a great tasting nutritious milk drink that can be enjoyed cold or warm – launched in June 2018 in
Australia, New Zealand and through cross border e-commerce channels in China
Following the year end, a2 Milk™ branded fresh milk was launched in New Zealand under Fonterra’s Anchor™
brand – the first meaningful in-market joint activity between Fonterra and the Company.
The Company increased its resource capability in key innovation, operations and quality roles, which will underpin
future expansion of nutritional products across new and existing regions.
Arrangements were also put in place for four new markets:
Hong Kong – Launch of a2 Platinum® Stages 1, 2 and 3 in September 2017
Singapore – a2 Milk™ branded fresh milk was launched in August 2017
Vietnam – A small test market for a2 Milk™ branded whole milk powder
South Korea – An exclusive sales and distribution agreement was completed with Yuhan Corporation in
April 2018
The focus on growth initiatives in targeted emerging markets will continue, building on the Company’s
established strategic partnerships.
Regional performance
Australia and New Zealand
The ANZ business continued to grow strongly, with total revenue up 49% on pcp to $656.6 million and EBITDA up
69% on pcp to $262.2 million.
Sales of a2 Platinum® infant formula increased as market share grew from 26% to 32% by value
5
. a2 Platinum®
remains the fastest growing infant formula brand by value in Australia. The Company commenced a transition to
updated packaging, incorporating a new global brand logo, for its a2 Platinum® infant formula in May 2018. This
transition is progressing in line with expectations and is expected to be completed by September 2018.
The flexibility and strength in the Company’s supply chain was evident in its ability to deliver on the continuing
strong growth in demand. The Company also introduced an online platform to improve access to a2 Platinum®
products for Australian parents.
Fresh milk revenue rose by 4% and market share by value increased to 9.8%
6
. a2 Milk™ remains the only milk
brand distributed through all six key grocery retailers in the Australian market.
The milk supply arrangements between the Company, Moxey Farms and Leppington Pastoral Company were
further extended for an additional term of one year through to 30 June 2021.
Sales of a2 Milk™ branded milk powder products were significantly higher than in the previous year. Whole milk
powder and skim milk powder sales growth was complemented by the launch of Premium a2 Milk™ powder with
Mānuka honey and a2 Platinum® Premium pregnancy formula during the year.
5
Aztec Australian Grocery and Pharmacy Scan, 12 months ending 30/06/18 versus pcp
6
Aztec Australian Grocery Weighted Scan, 12 months ending 30/06/18
6
The Company continued to invest strongly in its brands, with the highest national advertising spend in the infant
formula and fresh milk categories in the Australian market and strong editorial media coverage. Both
spontaneous and prompted consumer brand awareness grew sharply in both categories and a2 Milk™ was named
the top brand of choice for Australian ‘millennials’
7
.
China and Other Asia
The China and Other Asia business continued to record exceptional growth, with revenue up 163% on pcp to
$233.6 million and EBITDA up 148% on pcp to $81.3 million.
Total market share for a2 Platinum® infant formula in the targeted regions continued to grow rapidly.
Consumption market share by value grew from 2.8% MAT (Moving Annual Total basis) at June 2017 to 5.1% MAT,
as measured by Kantar Worldpanel
8
. Given the nature of panel data the Company believes the MAT measure
provides a more appropriate view of market share trends in China.
Increased marketing and sales investment, including the first television advertising for a2 Platinum® Stage 3 infant
formula and an active social media programme, remained the key drivers of rising brand awareness. Further
impetus was provided by a series of live-streaming events and by publication of the findings from a major clinical
trial conducted in China.
The business has a flexible multi-channel strategy for infant formula in both China label and cross border e-
commerce English label, to best position the brand for growth.
a2 Platinum® again participated successfully in key online sales events. In the major ‘11/11 Singles Day’ event it
was the top-selling infant formula on Kaola.com, second on JD.com and third on T-mall.
In the offline (bricks and mortar) segment, distribution grew to approximately 10,000 Mother & Baby Stores,
compared with approximately 3,800 at June 2017. The stores are supported by an in-store communication
programme providing consumers with product and category advice.
To support the very strong growth of the China business, the team in China continued to grow across each of the
selling, marketing, supply chain and administration functions. Expanding our China team capability will be an
ongoing focus into FY19.
Infant Formula Regulation
Synlait achieved registration of our China label infant formula products (Stages 1, 2 and 3) with the China Food
and Drug Administration (CFDA) in September 2017. Registration was required for the manufacture and import of
such products into China through traditional channels beyond 1 January 2018. The registration process included
formulation R&D and ingredient and finished product assessment. This necessitated packaging changes to comply
with strict labelling and branding requirements.
The newly-registered China label packaging was launched to the market during June 2018 and the transition to
the new pack and China brand is proceeding well.
The Company continues to monitor changes in China’s regulatory regime and will continue to work proactively
with our partners to respond as appropriate.
7
The Urban List, Food & Drink Survey, 1 May 2017 published in June 2017
8
Kantar Infant Formula market tracking of Tier 1 and Key A cities for the 12 months ending 30/06/18 vs the 12 months ending
30/06/17 by value (Kantar track a substantial proportion of the total market)
7
United States
The US business achieved further momentum, with increased brand awareness and sales velocities, along with
continued expansion in its distribution footprint.
Distribution increased to approximately 6,000 stores in California, the Southeast, the Northeast, the Mid-Atlantic
and through natural retail chains, including Sprouts Farmers Market and Whole Foods Market. The expansion into
the Northeast, announced in January 2018, achieved distribution in major retailers in the region.
Sales velocities are increasing across the business in key accounts, with particular strength in the natural channel
and the Northeast.
a2 Milk™ is available in four variants (including chocolate) within the specialty milk segment, the fastest growing
segment of the total milk category.
Marketing investment continued with the Love Milk Again™ advertising campaign, which was broadened on a
national basis to support the expansion into the Northeast. These campaigns augment the ongoing active
editorial media programme and strong digital media and shopper marketing programmes.
The Company retains a positive view of the potential for growth in the US market and the unique advantage of
being the pioneer of the A1 protein free category in this market. With the current opportunity to more quickly
build distribution and brand awareness on a national basis comes the need to increase marketing investment
above previous guidance.
Accordingly, the planned EBITDA investment for FY19 is approximately US$22 million and the Company now
expects to achieve positive monthly EBITDA within three years. This investment is predominantly marketing
expenditure associated with brand building and sales activation but also includes investment in capability in
market.
United Kingdom
Volume sales of a2 Milk™ branded fresh milk increased by more than 50% against the previous year through gains
in distribution and in-store sales velocity. However, the UK continues to be a challenging market to achieve scale.
As in the previous year, results include a contribution from the sale of a2 Platinum® infant formula in the
wholesale market.
The Company will transition between suppliers of its fresh milk product early in FY19. This is not anticipated to
create any disruption to sales or stock availability.
Outlook for FY19
The Company anticipates further growth in revenue particularly in respect of nutritional products in ANZ and
China, and liquid milk in the United States. The focus on growth initiatives in targeted emerging markets and new
product development will continue.
Marketing expenditure as a percentage of sales is expected to be higher than FY18 given continued investment in
the Australian market, re-phasing of 2H18 activities in China, and appropriate investment to support US market
expansion.
Overhead costs are also expected to be higher than FY18, primarily due to increasing headcount for China and the
Corporate office to support continued growth and organisational development.
8
Notwithstanding the higher expenditure as indicated, the Company expects the EBITDA to sales ratio for FY19 to
be broadly consistent with that achieved for FY18.
The Board continues to consider the appropriate use of the Company’s available capital to support further value
creation from the Company’s growth strategy and supply chain development. This includes a review of
opportunities to invest in blending and canning capability where appropriate as part of our longer-term
nutritional products sourcing arrangements.
For further information contact:
The a2 Milk Company Limited
Jayne Hrdlicka
Managing Director and CEO
+61 2 9697 7000
Reconciliation of EBITDA to net profit after tax
Full Year Ended Full Year Ended
30-Jun-18 30-Jun-17 Movement
NZ$ 000's NZ$ 000's %
Segment EBITDA 283,037 141,153 100.5%
Depreciation & amortisation (2,172) (2,689) (19.2%)
EBIT 280,863 138,464 102.8%
Interest income 2,369 887 167.1%
Income tax expense (87,548) (48,705) 79.8%
Net profit after tax 195,684 90,646 115.9%
---
A transformative year
The a2 Milk Company Limited
2018 Annual Report
The a2 Milk Company,
helping people enjoy
a better life.
Contents
FY18 highlights 2
About us 4
Our Chair 15
Our CEO 16
Year in review 18
Social and environmental responsibility 28
Corporate governance 38
Remuneration 58
Financial statements 64
Other information 106
The a2 Milk Company | 1
FY18
highlights
$
923m
Revenue 68%
$
283m
EBITDA 101%
27c
Basic earnings per share 113%
infant nutrition brand in
Australia at 32% share
and 5.1% share in ChinaN o.1
brand for Australian
millennialsN o.1
store distribution
coast to coast in USA6k
of revenue invested in
marketing, R&D and IP
8.5%
unique visitors to
our websites2.5m
value share of Australian
fresh milk across all
key supermarkets
9.8%
store distribution
in China10k
2 | The a2 Milk CompanyThe a2 Milk Company | 3
2018 Annual Report
Introduction
About us
We are passionate about helping
people enjoy a better life by
providing premium branded
dairy-based nutritional products
that only contain the all natural
A2 protein type.
The a2 Milk Company | 5
2018 Annual Report
About us
The A2 protein difference
1
• Conventional cows’ milk contains two
main types of beta casein protein,
A2 protein and A1 protein – our
branded milk is different from
conventional cows’ milk because
it is A1 protein free. It is comparable
to conventional cows’ milk in
other respects
• Our branded milk is naturally occurring
and not a product of genetic
engineering or technological processes
• We work closely with farmers to select
and certify cows that naturally produce
A1 protein free milk. These identified
cows are segregated into their own
herds and milked separately. The milk
from these herds is kept separate and
isolated throughout the supply chain.
Subsequent quality assurance checks
are carried out to ensure the supply
remains A1 protein free
• Many consumers and healthcare
professionals report that certain people
who experience challenges drinking
conventional cows’ milk may
experience benefits when they switch
to our branded milk
• Scientific research has demonstrated
a structural difference between the
A1 and A2 protein types and the way
in which the digestive system breaks
them down
• We continue to support further
research in a number of markets into
understanding the potential benefits
of consuming A1 protein free
dairy-based products
Our purpose
Helping people enjoy
a better life
Our vision
To be the innovative
and smart choice for
dairy nutrition
Our ambition
To be the most admired
and commercially attractive
dairy-based nutritional
company globally
Deepening our proprietary
know-how and A2 protein
expertise
• Integrated intellectual property portfolio
• Leading operational and
compliance capability
• Investing in relevant scientific research
• Differentiated brand development
Investing in attractive
markets
• Asia Pacific focus
(ANZ, China, Other Asia)
• USA
• UK
• New market opportunities
Branded dairy nutritional
product portfolio
• Across a continuum from the purity
of fresh a2 Milk™ to customised
A1 protein free products
• Targeting the whole family from
infants to adults to satisfy their
growing digestive health needs
Our strategic priorities
1 Throughout this document A1 and A2 protein
refers to A1 and A2 beta casein protein type
Originally all
cows produced
milk containing
only A2 protein
Genetic variation has resulted
in mixed herds over time
Typical cow herds
produce conventional
milk containing a mix of
A1 and A2 protein
Our branded milk is sourced
from herds producing milk
containing only the
A2 protein and no A1
6 | The a2 Milk CompanyThe a2 Milk Company | 7
2018 Annual Report
About us
Macro-consumer
trends
Our Company is well positioned
to take advantage of these
significant consumer trends
1. CSIRO, The Future of Food, August 2017
2. Euromonitor International, A Bloated Market: Trends and Developments
in Digestive Remedies, February 2014
3. Euromonitor International, Passport Database, 2018
4. Mintel, A world of opportunities for Australia and New Zealand among
Chinese consumers, March 2017
5. Australian Government Foreign Policy White Paper, 2017
6. Nielsen, Breaking Borders, October 2017
Growing consumer
demand for health
and wellness
products
• “Demand for food that is fresh, tasty and
healthy is now the single biggest consumer
trend in food.” CSIRO
1
• Growing awareness of the link between
food and overall health
• Growing understanding of the benefits
of digestive health
2
• Increased demand for protein
3
• Continued growth in powdered nutrition
product segments
3
Food safety,
naturalness and
provenance
• Growing interest in understanding
country of origin, source of products,
high quality ingredients, and seeking
greater transparency and more traceable
supply chain
• Consumers demanding all-natural
ingredients and products where possible
• Strong quality, safety and trust of products
from Australia and New Zealand
• More than one in three Chinese consumers
buying imported products online have
bought Australian or New Zealand brands
4
Growing middle
class in Asia
• Greater market access and an emerging
middle class with rising consumer wealth
• A billion more Asians will join the middle
class over the next 10 years
5
• By 2030 the region will consume more
than half of the world’s food
5
• 600 million additional people will live
in the region’s cities
5
• Asia stands to deliver nearly two thirds
of global growth to 2030
5
• Shift from a product commodity focus
to a desire for higher quality, value-
added, safe and nutritious foods
• Almost half of Chinese consumers say
they are willing to trade up to purchase
premium products
6
8 | The a2 Milk CompanyThe a2 Milk Company | 9
2018 Annual Report
About us
How we
are unique
As the only company
globally that has
exclusively and
successfully created
an A1 protein free
business, we will
actively leverage
and defend our first
mover advantage
and our unique
business model
A2
protein
Focussed
investment in brand,
IP and growth
Single-minded focus
Capital-smart
approach
Unique, modern
and premium brand
Innovative and
agile approach
Australia and
New Zealand sourcing
for Asia Pacific
10 | The a2 Milk CompanyThe a2 Milk Company | 11
2018 Annual Report
About us
Our markets
China & other Asia
United States & United Kingdom
Segment revenue
Segment revenue
Segment revenue
Australia & New Zealand
$
32.4m
+54%
-$27.6m EBITDA 23.0%
$
233.6m
+16 3%
$81.3m EBITDA 148%
$
656.6m
+49%
$262.2m EBITDA 69%
All figures are in NZ$ (New Zealand dollars)
1 New UK carton in market from September FY19
2 UK export sales only
USUK
AustraliaNew Zealand
2
1
12 | The a2 Milk CompanyThe a2 Milk Company | 13
2018 Annual Report
About us
Emerging beta casein
science, IP development
and licensing model
approach
Global branded
dairy nutrition
leaders making
a difference to
people’s lives
through further
market expansion,
innovation and
smart partnerships
IP Creators
Establishing broader
leadership
Revenue
NZ$
FY07
$7. 6 m
FY18
$923m
‘00-
‘07
‘18
Shift from dairy
focus to broader
nutritional product
portfolio with the
emergence of
significant infant
formula business
and broader global
market footprint
Multi-product
geographic diversity
FY17
$550m
‘12-
‘17
Shift from licensing
to branded
operating business
model with regional
business structure
and Australia focus
Branded domestic
fresh milk focus
FY12
$62.5m
‘07-
‘12
Our Chair
Dear Shareholder,
I am delighted
to present to you
another year
of outstanding
achievement by your
Company, in what
was undoubtedly a
transformative period.
In delivering its FY18 result, the Company
has achieved compound annual growth
across a three-year period of 81% in
revenue and 349% in EBITDA – an
impressive result that reflects the strength
of our brand, a highly focussed and
disciplined growth strategy, and the
talent and commitment of our people.
The Company’s strong financial
performance has enabled us to progress
our objective of building a global dairy
nutrition company, centred on a unique
and compelling brand proposition. We
intend to continue strengthening our
position as the pioneers and leaders of
the A1 protein free category.
Not only are we larger and more financially
robust, we are now also in a significantly
enhanced strategic position. I would like
to highlight three transformative changes
to your Company:
• We have proved that our proposition
has real international potential across
multiple geographies and products. We
are building a genuine international
brand and its growing strength is
impressive.
• Physical distribution has reached scale
in both China and the US, supporting
the planned increased investment in
brand building in these critical markets.
• The depth of our partnership model
has been underscored with the
combination of our enhanced
agreement with and shareholding in
Synlait, the announcement of our
multi-faceted agreement with Fonterra
and, importantly, the renewal of
our import services agreement with
China State Farm.
These three dynamics not only create a
stronger base for our business but, also
more and bigger opportunities for growth
in the future which will sustain and
deliver the Company’s long-term
strategic objectives.
The year also marks the retirement of
Geoffrey Babidge as Managing Director
and CEO. Geoff presided over the
Company’s achievement of another stellar
financial result for the year ended 30 June
2018. Geoff’s leadership was a critical part
of the Company’s success over his 11-year
association with the business. Geoff is
extremely proud of the culture he leaves
behind – entrepreneurial, highly
commercial, prepared to think outside the
square, consumer focussed, and driven by
a strong set of values. It is a strong legacy
and one that positions the Company well
for the future.
I wish to acknowledge his contribution
and thank him on behalf of all
shareholders for his leadership, vision
and commitment.
I also wish to welcome Geoff’s successor,
Jayne Hrdlicka, who is now fully
established in her role. Jayne is an
outstanding senior executive with
strengths highly relevant to this dynamic
and transformative period for the
Company. These include her extensive
experience in strategy formulation and
execution, consumer-centricity and
innovation and, importantly, an
understanding of operating in a disruptive
environment. Jayne is no stranger to high
growth businesses. She has hit the ground
running and is well positioned to continue
the momentum of our business into
fiscal 2019.
The Company’s robust financial position
and unique proposition mean it is well
placed for continued growth. The Board
is acutely aware of its responsibility as
stewards of the Company’s capital and
continues to consider its appropriate use,
including a review of opportunities to
invest in blending and canning capability
as part of our longer-term planning.
Our Year in Review provides a
comprehensive overview of the
operational and financial performance
for the year. A further update on our
performance will be provided at the
Annual Meeting, in November 2018.
On behalf of the Board, I would like to
thank our management and staff across
all regions for their continued hard work
and dedication to the Company during
the year and the outstanding results they
have achieved.
David Hearn
Chair
21 August 2018
The a2 Milk Company | 15
2018 Annual Report
About us
14 | The a2 Milk Company
Our CEO
From our early days in scientific discovery
to the commitment of all employees today,
there is a real pioneering ethos at the heart
of the Company, genuinely looking to make
the world a better place by making people
feel better. A spirit of integrity is part of the
Company’s history and guides the decisions
we make today.
The foundations are strong. From the
scientific underpinnings of our Company,
the sophistication of our trade
relationships, our market driven approach
in China and the commercial strength of
the business – we are in good shape and
getting stronger every day.
The potential is significant.
The a2 Milk Company team has achieved
a lot in recent years. This success is a
culmination of strong early foundations
in science and IP, exceptional business
development in Australia, and the growing
strength of The a2 Milk Company™
branded products in China. The potential
to continue to build on the momentum is
significant. Both China and the US are big
consumer markets where the underlying
focus on health and wellness and the
increasing consciousness about food
security and provenance play to our hand.
No doubt we have a lot of hard work
ahead, but the Company and our people
are very capable of continuing to remain
agile, react quickly and punch above
our weight.
The fit is excellent. I have spent my
career working with consumer driven
businesses, helping them define and
deliver on their potential. Having worked
across most industries and companies
at every conceivable age, stage and
circumstance, I am comfortable picking up
leadership of The a2 Milk Company at this
moment in time. We are a high growth,
high potential, fundamentally
entrepreneurial Company that needs to
reinforce our foundations as we maintain
the drive for continued growth. The team
and I are off to a good start in doing
exactly that.
I look forward to sharing more with you as
I get my feet more firmly planted. We have
only begun to scratch the surface of our
potential as a Company and as a team.
Thank you for your ongoing support of
the Company, I look forward to meeting
many of you in the coming months.
Warm regards,
Jayne
It is an honour to be
The a2 Milk Company CEO.
While I have only recently become your
CEO, I feel very privileged to have had
several months before officially starting to
get my head around the business and
prepare for all that is ahead. To help you
get to know me I thought I would share
with you a bit about myself and my early
observations of the business.
Like many of you, I have a family that
significantly influences who I am. We
have been an ‘a2 Milk™ only’ household
for years. We became passionate about
the brand because we felt that a2 Milk™
was healthier and higher quality and
therefore better milk for our kids. I am
proud to now have the opportunity to
help the company continue to deliver on
its significant potential.
As I have learned more about our
Company, its people and the opportunities
ahead, I am reminded of the reasons
I chose to join the Company.
This is a company built on great values.
From our early days in scientific discovery
to the commitment of all employees today,
there is a real pioneering ethos at the heart
of the Company, genuinely looking to make
the world a better place by making people
feel better. A spirit of integrity is part of the
Company’s history and guides the decisions
we make today.
16 | The a2 Milk CompanyThe a2 Milk Company | 17
2018 Annual Report
About us
Year in review
2018 Annual Report
Year in review
The a2 Milk Company | 19
Outstanding financial
performance and
strong progress on
delivery of strategy
FY18 has been a transformative year for the Company.
The a2 Milk Company™ brand and our approach is working
across multiple products in multiple markets. We continued
to learn how to communicate our brand proposition effectively
and increased our investment to apply it to new regions and
product innovation. Our scale in market in both China and the US
is now substantial and creating real momentum of its own. We
have also significantly strengthened our strategic partnerships
with an enhanced supply agreement with Synlait, and a new
comprehensive partnership with Fonterra, which is expected to
support further access to new markets and product capabilities.
Basic earnings per share (EPS) of
27.0 cents
up from 12.7 cents on pcp
Operating cash flow of
$231.1m
up 131% on pcp
Net profit after tax of
$195.7m
up 116% on pcp
Total revenue of
$922.7m
an increase of 68% over the
prior corresponding period (pcp)
EBITDA
*
of
$283.0m
up 101% on pcp
EBITDA to sales margin of
30.7%
up from 25.7% on pcp
Substantial distribution
growth with circa
16,000
stores across China and USA
8.5%
of revenue invested in
marketing, IP and R&D
5 .1%
**
share of infant nutrition in
China and 32% in Australia
Summary of financial
performance
The Company delivered another very
strong financial performance, with
substantial improvements in revenue,
earnings and cash generation.
Increased investment in brand and
market development resulted in rapid
growth of infant formula and the
expansion of the liquid milk business
in each of the Company’s
established markets.
Continued impressive sales
growth and trajectory
Sales of a2 Platinum
®
infant formula again
grew substantially in Australia and China,
with continued growth in market share.
a2 Platinum
®
sales revenue was
$724.2 million, an increase of 84% on
the previous year. Investment continued in
building brand awareness and consumer
engagement, expanding distribution in
priority channels and adapting to new
regulatory requirements in China.
In Australia, a2 Milk™ branded fresh milk
value share grew strongly from 9.3% to
9.8% by year end
1
. The United States
business continued to grow sales velocities
in key accounts, alongside a distribution
footprint which increased to 6,000 stores,
following expansion into the Northeast
and in the natural channel. In the United
Kingdom, improvement in rates of sale
and expanding distribution brought gains
in revenue.
1 Aztec Australian Grocery Weighted Scan,
12 months ending 30/06/18 versus pcp
The Company advanced its growth
strategy through multiple initiatives –
launching three new products
(a2 Platinum
®
Stage 4 milk powder,
a2 Platinum
®
pregnancy formula and
a2 Milk™ powder blended with Mānuka
honey); entering new markets in South
East Asia; and establishing a strategic
relationship with Fonterra Co-operative
Group Limited and an exclusive
distribution agreement with Yuhan
Corporation for the South Korea market.
Margin improvement and
investment to deliver growth
Gross margin percentage benefited from
the increased proportion of infant formula
sales, currency movements and favourable
net selling prices.
Investment in brand building and
marketing grew by $31.6 million to
$73.6 million, with increases across all
markets. Due to the timing of key
marketing programs in China and USA,
this investment was more heavily weighted
to the second half.
SG&A spend increased broadly in line
with underlying revenue, reflecting a
commitment to support continued
growth. Corporate costs rose by
$8.3 million, reflecting investment in
people and associated costs to support
global growth opportunities.
Strong balance sheet position
The cash position continued to improve
along with revenue, earnings and working
capital efficiencies. Net operating cash
flow was $231.1 million, compared with
$99.9 million in the previous year. Cash
on hand at the end of the year was
$340.5 million, compared with
$121.0 million for the pcp.
Working capital benefited from improved
terms with a number of customers. This
was partially offset by a planned increase
in infant formula inventory of $35.7 million
as the Company built progressively to
more sustainable levels during the year.
Enhanced strategic supply
partnerships
The Company’s supply base was enhanced
by the extension of the comprehensive
manufacturing and supply agreement for
infant formula with Synlait Milk Limited
(Synlait) and the establishment of a new
comprehensive strategic relationship
with Fonterra.
* Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non GAAP measure. However, the Company believes that it assists in providing investors
with a comprehensive understanding of the underlying performance of the business. A reconciliation of EBITDA to net profit after tax is shown on page 115.
** Kantar Infant Formula market tracking of Tier 1 and Key A cities for 12 months ending 30/06/18 by value (Kantar track a substantial proportion of the total market)
20 | The a2 Milk CompanyThe a2 Milk Company | 21
2018 Annual Report
Year in review
Strategic progress
With the Australian and China
businesses delivering strong earnings,
an expanded US distribution footprint
and the growing strength of our
brand, the Company continues to be
well positioned to execute its strategy
for further growth.
The growth strategy has three priorities:
• Building a branded portfolio of
dairy-based nutritional products based
on the A1 protein free proposition
• Investing in attractive markets where
we believe we can build competitive
brand strength
• Deepening our proprietary know-how
and A2 protein expertise
The first signs of competition from a
major international company in the A1
protein free category appeared in March
2018. There has been no apparent impact
on our sales momentum as a consequence
of this launch. The Company remains
confident that competition will ultimately
expand the category over time. The
combination of our strong and
contemporary brand, deep know-how
and intellectual property, agile and
entrepreneurial approach; and absolute
focus as a Company on A1 protein free
products, means our business is uniquely
positioned to benefit from category
expansion. The Company will actively
leverage and defend the integrity of its
market position.
Brand, intellectual property and
research & development
The Company has continued its investment
in improving brand equity via enhanced
marketing campaigns in its key markets of
Australia, China and the US, R&D and
further development of intellectual
property. The Company’s investment in
marketing and R&D increased by
$32.3 million and a further $2.2 million
was capitalised for patents and
trade marks.
Increasing investment in trade marks
included a rollout of a new unifying brand
trade mark that has been applied across all
products and markets. Our brand assets
will continue to evolve as the trade mark
portfolio broadens over time.
During FY18 a clinical trial conducted in
China involving 600 adults with self
reported lactose intolerance found
consumption of milk containing the
A2 protein reduced acute gastrointestinal
symptoms. The study was consistent with
a previous pilot study published in 2016.
A pilot study carried out under the New
Zealand Government High Value Nutrition
programme is now complete and being
submitted for publication. Further, a
clinical study in China amongst pre-school
children examining digestive benefits of
A1 protein free milk has been completed
and submitted for publication.
The Company continues to support
additional science and research &
development programmes to enhance
its overall brand proposition.
Strategic partnerships
With a view to enhancing our supply chain
and broader international market
development the Company announced the
formation of a comprehensive strategic
relationship with Fonterra. The initial scope
of the relationship incorporates:
• an exclusive nutritional powder
agreement under which Fonterra will
manufacture A1 protein free products
in Australia for certain priority markets
in South East Asia and the Middle East
• an exclusive licence to Fonterra for the
production, distribution, sale and
marketing of a2 Milk™ branded liquid
milk in New Zealand (commenced from
July 2018)
• the opportunity to leverage Fonterra’s
sales and distribution capabilities in the
priority markets
• joint evaluation of opportunities to sell
certain Company branded dairy
products, such as butter and cheese,
in Australia, New Zealand and China
• Additional A1 protein free milk pools
to be developed by Fonterra and
the Company.
a2 Milk™ powder blended with Mānuka
honey is packed by Fonterra and is the
first product launched with Fonterra’s
assistance following the announcement
of our strategic relationship.
Further steps were taken to build on the
Company’s global supply strategy with the
comprehensive supply agreement for
infant formula with Synlait Milk extended
in early July 2018. This provides a two-year
extension to the minimum term, an
increase in the volume over which Synlait
already had exclusive supply rights,
increased committed production capacity
and pricing terms that reflect both
companies’ commitment to an ongoing
market-competitive pricing regime.
Consistent with the Company’s desire to
deepen relationships with its key partners,
the Company announced on 3 August
2018 an additional investment of
$162.3 million in Synlait Milk shares,
bringing the total shareholding in Synlait
to approximately 17.4%. This investment
is intended to provide further stability over
Synlait’s capital position and ownership
and reflects the Company’s commitment
to supporting key strategic partners. The
Company has no plans to further increase
its shareholding in Synlait.
The Company continues to take steps to
minimise the risk of product substitution
and counterfeit, particularly for infant
formula in China. This includes improved
security technology and advances in
quality and authenticity proof points.
During the financial year, the Company
introduced a unique QR-verification
system allowing verification of the
authenticity of our products. The system
has now been implemented across the
total a2 Platinum
®
product range. Product
quality and security will remain an ongoing
area of focus and investment by
the Company.
As recently reported, arrangements with
China State Farm, the Company’s exclusive
import agent for China label infant
nutrition products into Mainland China,
were extended for a further three years,
to December 2021.
The Company remains committed to its
approach of deploying capital efficiently
and strategically to support mutually
beneficial relationships with processing
and distribution partners, in line with its
multi-site, multi-product and geographic
diversification strategy. As part of this, the
Company continues to assess its medium-
term manufacturing strategy for nutritional
products, including the possible ownership
of blending and canning assets, potentially
in conjunction with its nutritional powder
supply partners.
New products and markets
Three new products were launched during
the year:
• a2 Platinum
®
Stage 4 junior milk drink,
to support the nutritional needs of
children three years and over –
launched in August 2017 in Australia
and China. The product has performed
above plan
• a2 Platinum
®
Premium pregnancy
formula, to support mothers’
nutritional needs pre-pregnancy, during
pregnancy and while breastfeeding –
launched in May 2018 in Australia
• Premium a2 Milk™ powder blended
with Mānuka honey brings together
two naturally beneficial products to
create a great tasting nutritious milk
drink that can be enjoyed cold or warm
– launched in June 2018 in Australia,
New Zealand and through cross border
e-commerce channels in China
Following the year end, a2 Milk™ branded
fresh milk was launched in New Zealand
under Fonterra’s Anchor™ brand – the
first meaningful in-market joint activity
between Fonterra and the Company.
The Company increased its resource
capability in key innovation, operations
and quality roles, which will underpin
future expansion of nutritional products
across new and existing regions.
Arrangements were also put in place for
four new markets:
• Hong Kong – Launch of a2 Platinum
®
Stages 1, 2 and 3 in September 2017
• Singapore – a2 Milk™ branded
fresh milk was launched in August 2017
• Vietnam – A small test market for
a2 Milk™ branded whole milk powder
• South Korea – An exclusive sales and
distribution agreement was completed
with Yuhan Corporation in April 2018
The focus on growth initiatives in targeted
emerging markets will continue, building
on the Company’s established strategic
partnerships.
A clinical trial in China
involving 600 adults
with self-reported
lactose intolerance
found consumption of
milk containing only the
A2 protein reduced acute
gastrointestinal symptoms
22 | The a2 Milk CompanyThe a2 Milk Company | 23
2018 Annual Report
Year in review
Regional performance
Australia and New Zealand
The ANZ business continued to grow
strongly, with total revenue up 49%
on pcp to $656.6 million and EBITDA
up 69% on pcp to $262.2 million.
Sales of a2 Platinum
®
infant formula
increased as market share grew from 26%
to 32% by value
2
. a2 Platinum
®
remains the
fastest growing infant formula brand by
value in Australia. The Company
commenced a transition to updated
packaging, incorporating a new global brand
logo, for its a2 Platinum
®
infant formula in
May 2018. This transition is progressing in
line with expectations and is expected to be
completed by September 2018.
The flexibility and strength in the
Company’s supply chain was evident in its
ability to deliver on the continuing strong
growth in demand. The Company also
introduced an online platform to improve
access to a2 Platinum
®
products for
Australian parents.
Fresh milk revenue rose by 4% and market
share by value increased to 9.8%
3
.
a2 Milk™ remains the only milk brand
distributed through all six key grocery
retailers in the Australian market.
The milk supply arrangements between
the Company, Moxey Farms and
Leppington Pastoral Company were further
extended for an additional term of one year
through to 30 June 2021.
Sales of a2 Milk™ branded milk powder
products were significantly higher than in
the previous year. Whole milk powder and
skim milk powder sales growth was
complemented by the launch of Premium
a2 Milk™ powder with Mānuka honey and
a2 Platinum
®
Premium pregnancy formula
during the year.
2 Aztec Australian Grocery and Pharmacy Scan
12 months ending 30/06/18 versus pcp
3 Aztec Australian Grocery Weighted Scan,
12 months ending 30/06/18
The Company continued to invest strongly
in its brands, with the highest national
advertising spend in the infant formula
and fresh milk categories in the Australian
market and strong editorial media
coverage. Both spontaneous and
prompted consumer brand awareness
grew sharply in both categories and
a2 Milk™ was named the top brand of
choice for Australian ‘millennials’
4
.
China and Other Asia
The China and Other Asia business
continued to record exceptional
growth, with revenue up 163% on
pcp to $233.6 million and EBITDA up
148% on pcp to $81.3 million.
Total market share for a2 Platinum
®
infant
formula in the targeted regions continued
to grow rapidly. Consumption market
share by value grew from 2.8% MAT
(Moving Annual Total basis) at June 2017
to 5.1% MAT, as measured by Kantar
Worldpanel
5
. Given the nature of panel
data the Company believes the MAT
measure provides a more appropriate view
of market share trends in China.
Increased marketing and sales investment,
including the first television advertising for
a2 Platinum
®
Stage 3 infant formula and
an active social media programme,
remained the key drivers of rising brand
awareness. Further impetus was provided
by a series of live-streaming events and by
publication of the findings from a major
clinical trial conducted in China.
The business has a flexible multi-channel
strategy for infant formula in both China
label and cross border e-commerce English
label, to best position the brand
for growth.
4 The Urban List, Food & Drink Survey, 1 May 2017
published in June 2017
5 Kantar Infant Formula market tracking of Tier 1
and Key A cities for 12 months ending 30/06/18
vs 12 months ending 30/06/17 by value (Kantar
track a substantial proportion of the total market)
a2 Platinum
®
again participated
successfully in key online sales events. In
the major ‘11/11 Singles Day’ event it was
the top-selling infant formula on
Kaola.com, second on JD.com and third
on T-mall.
In the offline (bricks and mortar) segment,
distribution grew to approximately 10,000
Mother & Baby Stores, compared with
approximately 3,800 at June 2017. The
stores are supported by an in-store
communication programme providing
consumers with product and
category advice.
To support the very strong growth of the
China business, the team in China
continued to grow across each of the
selling, marketing, supply chain and
administration functions. Expanding our
China team capability will be an ongoing
focus into FY19.
Infant Formula Regulation
Synlait achieved registration of our China
label infant formula products (Stages 1, 2
and 3) with the China Food and Drug
Administration (CFDA) in September 2017.
Registration was required for the
manufacture and import of such products
into China through traditional channels
beyond 1 January 2018. The registration
process included formulation R&D and
ingredient and finished product
assessment. This necessitated packaging
changes to comply with strict labelling and
branding requirements.
The newly-registered China label
packaging was launched to the market
during June 2018 and the transition to
the new pack and China brand is
proceeding well.
The Company continues to monitor
changes in China’s regulatory regime and
will continue to work proactively with our
partners to respond as appropriate.
United States
The US business achieved further
momentum, with increased brand
awareness and sales velocities,
along with continued expansion
in its distribution footprint.
Distribution increased to approximately
6,000 stores in California, the Southeast,
the Northeast, the Mid-Atlantic and
through natural retail chains, including
Sprouts Farmers Market and Whole Foods
Market. The expansion into the Northeast,
announced in January 2018, achieved
distribution in major retailers in the region.
Sales velocities are increasing across the
business in key accounts, with particular
strength in the natural channel and the
Northeast.
a2 Milk™ is available in four variants
(including chocolate) within the specialty
milk segment, the fastest growing
segment of the total milk category.
Marketing investment continued with the
Love Milk Again™ advertising campaign,
which was broadened on a national basis
to support the expansion into the
Northeast. These campaigns augment the
ongoing active editorial media programme
and strong digital media and shopper
marketing programmes.
The Company retains a positive view of
the potential for growth in the US market
and the unique advantage of being the
pioneer of the A1 protein free category in
this market. With the current opportunity
to more quickly build distribution and
brand awareness on a national basis
comes the need to increase marketing
investment above previous guidance.
Accordingly, the planned EBITDA
investment for FY19 is approximately
US$22 million and the Company now
expects to achieve positive monthly
EBITDA within three years. This investment
is predominantly marketing expenditure
associated with brand building and sales
activation but also includes investment in
capability in market.
United Kingdom
Volume sales of a2 Milk™ branded
fresh milk increased by more than
50% against the previous year
through gains in distribution and
in-store sales velocity.
However, the UK continues to be a
challenging market to achieve scale.
As in the previous year, results include a
contribution from the sale of a2 Platinum
®
infant formula in the wholesale market.
The Company will transition between
suppliers of its fresh milk product early in
FY19. This is not anticipated to create any
disruption to sales or stock availability.
24 | The a2 Milk CompanyThe a2 Milk Company | 25
2018 Annual Report
Year in review
Outlook for FY19
The Company anticipates further growth in
revenue particularly in respect of nutritional
products in ANZ and China, and liquid milk
in the United States. The focus on growth
initiatives in targeted emerging markets and
new product development will continue.
Marketing expenditure as a percentage of sales is
expected to be higher than FY18 given continued
investment in the Australian market, re-phasing of
2H18 activities in China, and appropriate investment
to support US market expansion.
Overhead costs are also expected to be higher than
FY18, primarily due to increasing headcount for
China and the Corporate office to support continued
growth and organisational development.
Notwithstanding the higher expenditure as indicated,
the Company expects the EBITDA to sales ratio for
FY19 to be broadly consistent with that achieved
for FY18.
The Board continues to consider the appropriate use
of the Company’s available capital to support further
value creation for the Company’s growth strategy
and supply chain development. This includes a review
of opportunities to invest in blending and canning
capability where appropriate as part of our longer-
term nutritional products sourcing arrangements.
26 | The a2 Milk CompanyThe a2 Milk Company | 27
2018 Annual Report
Year in review
Social and
environmental
responsibility
The a2 Milk Company | 29
2018 Annual Report
Social and environmental responsibility
A2
protein
Capital-smart
approach
Single-minded
focus
Focussed
investment in brand,
IP and growth
Unique, modern
and premium
brand
Innovative and
agile approach
Australia and
New Zealand sourcing
for Asia Pacific
At The a2 Milk Company we believe we
have a responsibility to do business in a way
that best represents the interests of all our
stakeholders and to protect the
environment and the communities in which
we operate. This is consistent with who we
are as an organisation, part of what has
made us so successful thus far and
underscores the integrity and value of our
brand. As a young company we are putting
more structure around what we do.
Several core themes run at the heart
of both our success and our ongoing
investment in social responsibility –
product quality and safety; ethical
and responsible supply chain and farm
management; responsible
communications; strategic partnerships;
and people and capability.
We are confident that a holistic business
strategy, taking into account commercial,
environmental, technological, regulatory
and social factors, plays an important
part in underpinning long-term,
sustainable business value. This is a
crucial factor in how we run our business
and engage with our key partners and
we will increasingly be more overt and
public in our approach.
Product quality
and food safety
With a broad consumer base and
a large proportion of our products
consumed by infants, young
children and pregnant women, our
commitment to safety and quality
of the highest standard is at the
heart of who we are as a company.
We take great care in leveraging our
significant proprietary know-how
and quality processes to deliver
A1 protein free products that are
of the highest quality and are safe
and compliant with market regulations
and requirements.
This commitment is supported by:
• A comprehensive and unique focus
on A1/A2 beta casein segregation
and testing from farm to finished
product
• A priority focus on food safety and
quality management programmes
audited by accredited third party
verification agencies for both
proprietary and third party
manufacturing sites
• Long-term partnerships with high
quality third-party manufacturers
who share our focus and ambition
on social responsibility
• Relevant industry certifications:
ISO 9001 (infant nutrition), SQF
1
(certification of Company’s Sydney
processing facility)
• Ongoing monitoring and
compliance with relevant regulatory
requirements in the markets in
which we operate
• Investment in people and training to
ensure capability to meet product
quality & food safety standards
Additionally, we continue
to enhance efforts to ensure
consumers are purchasing
True a2™ products:
We aim to progressively
build our approach to
social responsibility in
keeping with our unique
model – and we can and
will do more.
Rigorous internal testing
regimes and quality
compliance programmes
Significant and ongoing
investment in brand and other
consumer communication
QR code based tracking system
printed on all infant and pregnancy
nutritional products
Independent product verification
by food traceability experts
Oritain to ensure in-market
product authenticity
1 Safe Quality Food Programme (Global
Food Safety Initiative)
A2
protein
30 | The a2 Milk CompanyThe a2 Milk Company | 31
2018 Annual Report
Social and environmental responsibility
While the Company does not own
or operate any farming assets, where
possible we work closely with our
farmers, supporting them with the
economic, environmental and social
aspects of farming.
Recognising the importance of waste
minimisation, we have established
comprehensive recycling and waste
management procedures at our milk
processing facility in Australia.
Animal, farmer and
environmental welfare
Our A1 protein free milk is sourced
from diversified milk pools across New
Zealand, Australia, the USA and UK.
The following principles guide our milk
sourcing strategy:
• Proximity to processing facilities:
The majority of our milk is sourced
from farms in close proximity to our
processing facilities, allowing us
to deliver fresher product with a
reduced footprint
• Land management and
sustainability: Our farmers work
through a number of platforms
to protect and sustain the land for
future farming. In Australia, for
example, we have commenced a
programme to assist our farmers’
efforts. During FY18 we began
contributing to Landcare Australia
funding grants for projects that will
help them enhance the
sustainability of their operations.
Landcare is the largest
environmental management
movement in Australia, supporting
community owned and driven
initiatives that promote sustainable
approaches to land management.
The funding will help those farmers
undertake projects focussed on
a variety of initiatives, such as
increased use of solar power,
implementation of technology
to reduce energy consumption,
revegetation to reduce soil erosion
and improve water quality, and
recycling of waste water
Ethical and
responsible
supply chain and
milk sourcing
We work in partnership with our
farmers to collectively do the right
thing by the environment and
their animals.
• Animal management: We are
committed to providing optimal
living standards for animals involved
in and impacted by a2 Milk™
supply, underpinned by a respect for
animal welfare, and a belief in the
positive impact that animal welfare
standards can have on milk
production and milk quality. Our
Animal Welfare programme, already
implemented in Australia and the
United States, is endorsed and
validated by Validus, a third party
animal welfare specialist, and
safeguards the Five Freedoms
2
for
animal welfare adopted by the
World Organisation for
Animal Health
• Quality control practices:
Our partners exhibit the same core
beliefs as The a2 Milk Company
and are the custodians of its A1
protein free point of difference,
striving for industry best practice
and continuously improving and
challenging the status quo. Each
partner has in place processes to
ensure they meet our milk quality
specifications
• Paying a premium: The Company
pays a premium price to its farmers
for A1 protein free milk over the
market price for raw milk in the
markets in which we operate
3
. This
premium rewards farmers for the
additional efforts undertaken to
supply milk The a2 Milk Company
way, and makes the ethical
production of our A1 protein free
milk an attractive economic
proposition for our farmers
Gray family farm,
New South Wales,
Australia
2 The Five Freedoms outline five aspects
of animal welfare under human control
and have been adopted by the World
Organisation for Animal Health
3 Does not include milk sourced by
licensees
A2
protein
32 | The a2 Milk Company
2018 Annual Report
Social and environmental responsibility
The a2 Milk Company | 33
Responsible
consumer
marketing and
healthcare
education
The Company supports
breastfeeding as the primary
form of infant nutrition. We have
developed a premium high
quality range of infant nutrition
products to provide parents an
alternative when breastfeeding
is not an option. In line with
market regulations and the
World Health Organisation’s
International Code of Marketing
and Breast Milk Substitutes
(WHO Code
3
), we refrain from
promoting any products
targeting 0-12 months of age
across all our markets.
We also support the important
nutritional needs of women
during their pregnancy and
whilst breastfeeding by
providing a2 Milk™ fresh milk
and milk powders and more
recently a2 Platinum
®
pregnancy
and breastfeeding formula.
Marketing of Infant Formulas
(MAIF Agreement)
We are a signatory to the Marketing
in Australia of Infant Formula:
Manufacturer and Importers
Agreement (MAIF agreement). It gives
effect in Australia to the principles of
the WHO Code. The MAIF agreement
seeks to contribute to the provision of
safe and adequate nutrition for infants
by protecting and promoting the
benefits of breastfeeding, whilst
ensuring the appropriate marketing
and distribution of breast milk
substitutes such as infant formula.
Sustainable
Partnerships
We work in close partnership
with all key suppliers to
ensure we share the same
quality, environmental and
community values.
Working with strategic partners
throughout our supply chain is a core part
of our business model. We are working to
ensure our partners all feel like they are
part of The a2 Milk Company family. Both
Synlait and Fonterra are great examples of
this and with each we are on a journey
working to do more together in delivering
for our key stakeholders in a socially
responsible way.
Fonterra Co-operative Group
Limited
During the year, we announced the
formation of a comprehensive strategic
relationship with Fonterra, which includes
the manufacture and supply of nutritional
products, a licensing agreement for
a2 Milk™ branded fresh milk in New
Zealand, the development of
A1 protein free milk pools in New Zealand
and Australia, and a number of other
product and market opportunities.
Fonterra believes that ‘strong healthy
local environments and communities are
the foundation for sustainable, profitable
dairy farming’
4
. In its 2017 Sustainability
Report, Fonterra has committed to
medium-term targets and long-term
contributions aligned to the United
Nations Sustainable Development Goals.
This report is aligned to the Global
Reporting Initiative (GRI) Standards – an
internationally recognised framework for
sustainability reporting.
Access Fonterra’s 2017 Sustainability
Report: https://www.fonterra.com/
sustainabilityreport
Infant Nutrition Council
The Company is a member of the
Australia and New Zealand Infant
Nutrition Council, which represents the
major manufacturers and marketers of
infant formula in Australia and
New Zealand as well as local companies
producing product for export.
The Council seeks to improve infant
nutrition by supporting public health
goals for the protection and promotion
of breastfeeding and good nutrition for
infants. All members abide by a Code of
Conduct including the MAIF Agreement
and The Infant Nutrition Council Code
of Marketing of Infant Formula in
New Zealand (INC Code of Practice).
Healthcare professional
education
We provide health care professionals
with materials and tailored programmes
across all our key markets to enhance
their knowledge and understanding of
the differences in A1 and A2 beta casein
science and overall health and
nutrition education.
Synlait Milk Limited
As the Company’s infant and pregnancy
nutrition manufacturer for the New
Zealand, Australian and Chinese markets,
and with approximately 70 contracted
farms, Synlait supports a significant
proportion of the Company’s operations.
Synlait’s business model supports
the achievement of economic,
environmental and social outcomes.
It has committed to reducing its
environmental impact significantly over
the next 10 years by targeting key areas of
its value chain. Commitments include:
• Targeted reductions in greenhouse gas
emissions, and water consumption on
and off farm, as well as reduced
nitrogen loss on farms, by 2028
• Boosting support for Synlait’s best
practice dairy farming programme,
Lead With Pride™, via increased
premium payments for participating
farms; and
• Becoming a certified B Corporation and
adopting several of the United Nation’s
Sustainable Development Goals
• Never building another coal boiler and
addressing existing coal infrastructure
over time as well as commissioning
Australasia’s first large-scale electrode
boiler in early 2019
Access Synlait’s sustainability
commitments: www.synlait.com
3 World Health Organization (1981)
International Code of Marketing
of Breast-milk Substitutes, Geneva
(WHO Code)
4 Fonterra Sustainability Report 2017, Page
1 (https://view.publitas.com/fonterra/
sustainability-report-2017/page/2-3)
A2
protein
A2
protein
34 | The a2 Milk CompanyThe a2 Milk Company | 35
2018 Annual Report
Social and environmental responsibility
Age group
Heritage
Length
of service
Role
Gender
D
i
r
e
c
t
o
r
s
&
s
e
n
i
o
r
m
a
n
a
g
e
m
e
n
t
:
6
%
O
p
e
r
a
t
i
o
n
s
:
1
6
%
H
e
a
l
t
h
c
a
r
e
,
q
u
a
l
i
t
y
&
r
e
g
u
l
a
t
o
r
y
:
1
6
%
M
a
r
k
e
t
i
n
g
,
i
n
n
o
v
a
t
i
o
n
&
e
m
e
r
g
i
n
g
m
a
r
k
e
t
s
:
1
7
%
S
a
l
e
s
:
2
8
%
F
i
n
a
n
c
e
,
l
e
g
a
l
a
n
d
a
d
m
i
n
:
1
7
%
M
a
l
e
:
4
5
%
F
e
m
a
l
e
:
5
5
%
O
v
e
r
5
0
:
2
1
%
3
0
-
5
0
:
6
9
%
U
n
d
e
r
3
0
:
1
0
%
5
+
Y
e
a
r
s
:
1
9
%
2
-
5
Y
e
a
r
s
:
3
5
%
0
-
2
y
e
a
r
s
:
4
6
%
A
s
i
a
n
:
4
6
%
E
u
r
o
p
e
a
n
:
1
5
%
A
f
r
i
c
a
n
&
M
i
d
d
l
e
E
a
s
t
e
r
n
:
2
%
A
m
e
r
i
c
a
s
:
1
3
%
A
u
s
t
r
a
l
a
s
i
a
n
:
2
4
%
8/10
of executive team
have been in place
for over 4 years
25
%
of employees
have joined in the
past 12 months
1 in 2
new roles added in past year
focussed on operations & quality,
innovation and emerging markets
>40
%
of workforce are from
Asian background
55
%
of workforce
are women
Our people:
composition
and diversity
Creating a diverse, skilled and
innovative workplace
It is no coincidence that underpinning the
Company’s financial results is an extremely
vibrant, agile, skilled and engaged workforce. Our
team is diverse across gender, culture, knowledge
and experience, reflecting the markets in which
we operate. The Company’s workforce is
continuing to evolve and we are increasing our
capability and diversity along the way.
The Company believes diversity of thought is a
big part of our history and we will work to ensure
that we never lose sight of the importance of
challenging convention.
Diversity
The Company’s business policies, practices and
behaviours promote diversity and equal
opportunity and create an environment where
individual differences are valued and all employees
have the opportunity to realise their potential and
contribute to the Company’s success.
The Company has adopted a Diversity Policy,
which is available on the Company’s website at
www.thea2milkcompany.com/about-us/
corporate-governance.
The policy requires the Board to establish
measurable objectives to assist the Company
in achieving diversity, and provides for delegation
to the Nomination Committee to review the
Company’s progress in meeting these objectives.
Board and executive leadership team’s
responsibility
Our Company’s leadership is responsible for
designing and overseeing the implementation
of our Diversity Policy. The leadership of the
Company is responsible for promoting diversity
within the Company’s culture and monitoring
the effectiveness of our diversity policy.
Our people
Setting objectives:
The Company’s leadership objective is to continue
to broaden the diversity of the Board and senior
executive team.
The leadership is presently focussed on implementing the
following steps to increase the breadth of diversity across
the business:
• actively seeking a diverse and gender balanced
candidate pool for all Board and executive placements
• implementing sound recruitment and development
practices to minimise unconscious bias; and
• with an objective of a minimum of 40% women and
40% men holding roles in all leadership levels, including
directors, senior executives and managers, by 2023.
The Company’s leadership will continue to evaluate
the effectiveness and appropriateness of its actions
in achieving its aim of further developing a talented
workforce with diverse backgrounds, qualifications,
experience and perspectives.
As at 30 June 2018
FemaleFemale
(%)
MaleMale
(%)
Directors
1
117583
Senior Executives
2
110990
Managers1849 1951
Staff79624838
Total99558145
As at 30 June 2017
FemaleFemale
(%)
MaleMale
(%)
Directors
1
117583
Senior Executives
2
110990
Managers1550 1550
Staff68634037
Total85556945
1 Includes executive directors: David Hearn (Chair) and
Geoffrey Babidge (then CEO) and excludes Jayne Hrdlicka
(current CEO) as she commenced her role in July 2018
2 Senior Executives are defined as the CEO and those directly reporting
to the CEO
* All these figures include permanent full-time, permanent part-time
and fixed term employees, but exclude independent contractors.
36 | The a2 Milk CompanyThe a2 Milk Company | 37
2018 Annual Report
Social and environmental responsibility
Corporate
governance
Contents
Our directors 40
Our executive leadership team 42
Corporate governance statement 43
Our Board 45
Risk management 54
Remuneration 58
The a2 Milk Company | 39
2018 Annual Report
Corporate governance
Our directors
Warwick Every-Burns
Independent, non-executive
Director
Advanced Management
Program (Harvard)
Director since August 2016
Warwick has been a director of
the Company since 23 August
2016. He is also Chair of the
Remuneration Committee and
a member of the Audit and Risk
Management Committee.
Warwick has been a career
Consumer Packaged Goods
(CPG) executive of global scale.
His executive roles have
included a successful career
with The Clorox Company of
the USA as Senior Vice
President, International, based
in the USA and prior to that as
VP Asia Pacific. His earlier roles
included Managing Director of
NationalPak Limited (the Glad
Products Company ultimately
acquired by Clorox) and a long
career with Unilever PLC where
he was based in Australia. More
recently Warwick has been a
Non-Executive Director of one
of the leading international
wine companies, the ASX listed
Treasury Wine Estates.
Warwick brings a combination
of international CPG Executive
and non-executive director
experience in markets of
particular relevance to the
Company in China, North
America and Europe. His strong
skills and interest in business
development in new and
emerging markets, brand
management and human
resource management are of
significant value to the
Company.
Warwick resides in Australia.
Jesse Wu
Independent, non-executive
Director
Master of Business
Administration (Duke)
Director since May 2017
Jesse has been a director of the
Company since 16 May 2017.
He is also a member of the
Audit and Risk Management
Committee and the
Remuneration Committee.
Jesse began his career with
Procter & Gamble and
PepsiCo, before joining
Johnson & Johnson’s consumer
business. He was appointed
International Vice President,
Asia/Pacific in 2003 and
Company Group Chair, Global
Markets in 2008. Prior to his
last executive position, he was
Worldwide Chair of the
Johnson & Johnson Consumer
Group (which had annual
revenues of US$14bn).
Jesse serves on the Board of
Visitors at Duke University’s
Fuqua School of Business.
He is a two-time recipient of
the Magnolia Award from
the Shanghai Municipal
Government, given in
recognition of his contributions
to Shanghai’s economic
development. In addition, Jesse
serves on the board of Aptar
Group Inc, a leader in global
dispensing systems.
Over his career Jesse has
managed significant scale and
complexity in the areas of
manufacturing, distribution,
sales and marketing, in both
developed and emerging
markets.
Jesse resides in China.
Geoffrey Babidge
Former Managing Director &
Chief Executive Officer (CEO)
Bachelor of Economics
Director from July 2010 to
July 2018
Geoffrey has been a Director
of the Company since 22 July
2010. He retired as Managing
Director and CEO effective
from 16 July 2018.
Geoffrey has over 30 years
senior management
experience working in the
Australian FMCG industry.
Prior to his appointment as
CEO of the company in 2010,
Geoffrey held senior executive
roles with a number of
companies in Australia
including Freedom Foods
Group Limited, Bunge
Defiance and National Foods.
Prior to these roles he was
a practising chartered
accountant and partner at
Price Waterhouse.
Geoffrey resides in Australia.
Peter Hinton
Independent, non-executive
Director
Bachelor of Commerce;
Bachelor of Laws (Hons);
Master of Laws (Harvard)
Director since February 2016
Peter has been a director
of the Company since
16 February 2016. He is also
Chair of the Nomination
Committee and a member of
the Remuneration Committee.
Peter was a partner at law firm
Simpson Grierson in New
Zealand until December 2016
and is a highly regarded
commercial lawyer, investor
and businessman with
substantial experience in
New Zealand and international
markets.
Peter provided legal advice to
the Company over many years
and this background together
with his very strong
commercial skills is highly
relevant and complementary
to the make-up of the Board.
This is particularly so given the
increasing complexity of the
business and the breadth of
activities in international
markets.
Peter resides in New Zealand.
Jayne Hrdlicka
Managing Director & Chief Executive
Officer (CEO)
Bachelor of Arts (Hons) Economics
and Mathematics; Master of
Business Administration (Dartmouth)
Director since July 2018
Jayne commenced as Managing
Director and CEO of the Company
on 16 July 2018.
Jayne is a senior executive with
extensive experience in strategy
formulation and execution, insight
into customer-centricity and
innovation and, importantly, an
understanding of operating in a
disruptive environment.
Prior to joining the Company, Jayne
was most recently employed for five
years in the role of CEO of the Jetstar
Group, a wholly owned subsidiary of
Qantas Limited, having previously led
the business transformation of Qantas
Airlines from 2010 to 2012. Jayne also
served as a Non-Executive Director of
Woolworths Limited from 2010 to
2016. In her earlier career, Jayne was
a partner at Bain & Company, where
she was focussed on consumer
orientated businesses. Jayne is also
the current non-executive President
of Tennis Australia.
Jayne resides in Australia.
David Hearn
Chair & Executive Director
Master of Arts
Director since February 2014
David has been a director of the
Company since 5 February 2014, and
Chair since 30 March 2015. He is also
a member of the Nomination
Committee.
David has experience and skills in
executive management, sales and
marketing and strategy development
in Fast Moving Consumer Goods
(FMCG) in international markets.
He has held senior executive roles
including Chief Executive Officer or
Managing Director roles for FMCG
companies including Goodman Fielder
Limited, UB Snack Foods Europe/Asia,
Del Monte UK and Smith’s Crisps and
for the marketing services group,
Cordiant Communications Group.
In addition to his Company
directorship, David is also a director
of Lovat Partners Limited, Robin
Partington & Partners Limited and
Committed Capital Limited.
David resides in the United Kingdom.
Julia Hoare
Deputy Chair &
Independent, non-executive Director
Bachelor of Commerce, FCA,
Chartered Member of the Institute
of Directors (New Zealand)
Director since November 2013
Julia has been a director of the
Company since 19 November 2013,
and Deputy Chair since 30 March
2015. She is also Chair of the Audit
and Risk Management Committee
and a member of the Nomination
Committee.
Prior to joining the Board, Julia had
extensive chartered accounting
experience in Australia, the UK and
New Zealand and was a partner with
PwC New Zealand for 20 years. She is
also a member of the New Zealand
External Reporting Advisory Panel
(XRAP), a body designed to support
the standard setting process of the
New Zealand External Reporting
Board (XRB), and the New Zealand
Institute of Directors National Council.
In addition to her Company
directorship, Julia is Deputy Chair of
Watercare Services Limited, and a
director of New Zealand Post Limited,
Port of Tauranga Limited, AWF
Madison Group Limited and Auckland
International Airport Limited.
Julia resides in New Zealand.
40 | The a2 Milk CompanyThe a2 Milk Company | 41
2018 Annual Report
Corporate governance
Jayne Hrdlicka
Bachelor of Arts (Hons) Economics and
Mathematics; Master of Business
Administration (Dartmouth)
Managing Director & Chief Executive
Officer (CEO)
Peter Nathan
Bachelor of Business (Marketing)
Chief Executive, Asia Pacific
Blake Waltrip
BA Economics, Master of Business
Administration (UCLA)
Chief Executive, USA
Michael Bracka
Bachelor of Arts (Psychology)
Head of Business Development –
Emerging Markets
Simon Hennessy
Bachelor of Science (Chemistry),
Graduate Diploma, Corporate Finance
General Manager, International
Development
Craig Louttit
Bachelor of Commerce, CA
Chief Financial Officer
Susan Massasso
Bachelor of Commerce
(Accounting/Marketing)
Chief Marketing Officer
Shareef Khan
Post Graduate Certificate in
Management, Bachelor of Science,
Certified Supply Chain Professional
(APICS)
Chief Operating Officer
Jaron McVicar
Bachelor of Laws
General Counsel & Company Secretary
Detailed profiles for the executive
leadership team are available on
the Company’s website at
www.thea2milkcompany.com/about-us/
corporate-governance.
Our executive
leadership team
*
Corporate governance
statement
We are committed to
maintaining the
highest standards of
corporate governance.
Our corporate governance framework has
been established to ensure that directors,
officers and employees fulfil their
functions responsibly whilst protecting
and enhancing the interests of
shareholders.
Our corporate governance framework has
been developed with regard to:
• the NZX Corporate Governance Code;
and
• the ASX Corporate Governance
Council’s Corporate Governance
Principles and Recommendations
(3rd Edition) (ASX Principles).
For the financial year ended 30 June 2018
our corporate governance framework
complied with the recommendations in
the NZX Corporate Governance Code and
the ASX Principles, except where
noted below.
ASX principles
ASX recommendation 2.5 states that
the chair of the Board should be an
independent director and, in particular,
should not be the same person as
the CEO.
The roles of Chair and Chief Executive
Officer are not exercised by the same
individual. During the financial year, the
role of Chief Executive Officer was held by
the Managing Director, Geoffrey Babidge.
However, the Board does not consider the
Company’s Chair, David Hearn, to be an
independent director in this financial year
for the purposes of the ASX Principles.
This is because the CEO had the capacity
to call on David from time to time to
support Europe and the UK in a limited
executive role.
David brings to the Board invaluable
perspective on the development of
consumer products markets globally.
The Board is confident that he exercises
an independent view and judgement in
his role as Chair and that the CEO has full
executive control and accountability in
the organisation.
The Board considers there to be an
appropriate level of independent view and
judgment exercised by directors, including
by Julia Hoare as Deputy Chair, who is the
lead non-executive director.
The Board is responsible
for guiding the Company’s
strategic direction,
monitoring risk, and
overseeing the activities
of management
This Corporate Governance statement
sets out our commitment to best practice
corporate governance in compliance with
the ASX Principles and the NZX Corporate
Governance Code.
The Corporate Governance statement
is current as at 30 June 2018 (except
where otherwise specified) and has
been approved by the Board.
* As at date of this report
42 | The a2 Milk CompanyThe a2 Milk Company | 43
2018 Annual Report
Corporate governance
Our Board
Role of Board and delegation
of authority
The Board is responsible for the overall
governance and operations of the
Company, guiding the Company’s strategic
direction, monitoring risk, and overseeing
the activities of management. All issues of
substance affecting the Company are
considered by the Board, with advice from
external advisers as required.
The role and responsibilities of the Board
are set out in the Board Charter, available
on the Company’s website at
www.thea2milkcompany.com/about-us/
corporate-governance.
The Board delegates certain functions to
its three Committees (Audit and Risk
Management Committee, Remuneration
Committee, and Nomination Committee).
The role of each of these Committees is
outlined in the Board Committees
section, below.
Board procedures ensure that all directors
have the information needed to contribute
to informed discussion on all agenda items
and effectively carry out their duties.
Senior managers make direct
presentations to the Board on a regular
basis to give the directors broader contact
with the leadership team.
Role of Chair
The Chair’s role is set out in the Board
Charter and includes leading and
managing the Board so that it operates
effectively, and facilitating interaction
between the Board and the
Chief Executive Officer.
Role of Chief Executive
Officer
To enable the effective day-to-day
management and leadership of the
Company, the Board delegates the
management responsibilities of the
Company to the Chief Executive Officer.
The Chief Executive Officer in turn
sub-delegates parts of that authority to
senior executives in the leadership team
to enable effective and timely decision
making. The Board meets regularly with
management to provide strategic
guidance for the Company and effective
oversight of management.
Role of Company Secretary
The Company Secretary is accountable
directly to the Board, through the Chair,
on all matters to do with the proper
functioning of the Board. Each director
can communicate directly with the
Company Secretary and vice versa. The
role of the Company Secretary is outlined
in the Board Charter.
Board size, skills and structure
During the reporting period, the Board
comprised six directors (four independent
non-executive directors and two executive
directors). The Company’s constitution
provides for a minimum of four directors
and a maximum of eight, of which at least
two must be New Zealand residents to
comply with the NZX Listing Rules.
We are
committed to
maintaining the
highest standards
of corporate
governance
44 | The a2 Milk CompanyThe a2 Milk Company | 45
2018 Annual Report
Corporate governance
Skills and experience
Board
representation
(out of 6
directors)
Executive leadership – experience as a senior executive in one or
more substantial commercial businesses
100% (6)
Non-executive board membership – experience as a non-
executive director of a number of listed or other widely held
companies
50% (3)
Consumer products and nutritional industries – experience as a
senior executive in, or as a professional advisor to, consumer
products or nutritional industry businesses
67% (4)
E-commerce – experience as a senior executive in, or as a
professional advisor to, businesses engaged in e-commerce activities
83% (5)
Food safety – technical or managerial experience relating to food,
food product development and development and/or implementation
and management of safe practices for the sourcing, production,
transport and distribution of perishable foods
33% (2)
International markets – experience as a senior executive in, or as a
professional advisor to, businesses that operate outside Australia and
New Zealand, particularly those international markets in which the
Company operates, and an understanding of how to succeed in
different cultural, regulatory and business environments
100% (6)
Accounting, legal, taxation and finance – experience in financial
accounting, legal, taxation, external and/or internal audit and reporting
33% (2)
Risk management – experience in identifying and mitigating risk
100% (6)
Remuneration – experience in developing and/or implementing
executive remuneration programmes, including incentive-based
remuneration
83% (5)
In addition to the matters noted above, when reviewing potential board candidates, the
Nomination Committee considers other matters including the degree of independence,
a candidate’s contribution to diversity, and their ability to devote sufficient time to
the directorship.
The Nomination Committee has considered and is satisfied that the current composition
of the Board reflects an appropriate range of skills, diversity of backgrounds and
experience for the Company to effectively discharge its responsibilities, but continues
to review and consider Board composition.
Our Board
Director independence
The Board Charter provides that the Board
will, where practicable, comprise a
majority of independent directors.
Director independence is initially assessed
upon each director’s appointment and
reviewed each year, or as required when a
new personal interest or conflict of interest
is disclosed. For this purpose, each director
is required to bring an independent view
and judgement to the Board and to
declare all actual or potential conflicts of
interest on an ongoing basis.
Any issue concerning a director’s ability to
properly act as a director must be
discussed at a Board meeting as soon as
practicable, and a director may not
participate in discussions or resolutions
pertaining to any matter in which the
director has a material personal interest.
In determining the independence of its
directors, the Board considers guidance
for independence, set out in the ASX
Principles, the NZX Listing Rules and the
NZX Corporate Governance Code. Based
on those rules and recommendations, a
director is considered to be independent
by the Board if he or she is a non-
executive director and free of any interest,
position, association or relationship that
might influence, or be reasonably
perceived to influence, in a material
respect, his or her capacity to bring an
independent judgement to bear on issues
before the Board and to act in the best
interests of the Company and security
holders generally.
Based on these measures, the Board
considers that the non-executive
directors: Julia Hoare; Peter Hinton;
Warwick Every-Burns; and Jesse Wu are
independent directors.
Peter Hinton was previously a partner at
Simpson Grierson, a New Zealand law firm
which provides legal services to the
Company. From 1 January 2017, on
retirement as a partner of the firm, he was
appointed as Special Counsel to the firm,
and ceased to be involved in any legal
advice provided by Simpson Grierson to
the Company. The Board considers him to
be independent and is satisfied that Peter’s
continuing role with Simpson Grierson
does not interfere with his independence.
The Board considers that, by virtue of their
executive roles in the Company, David
Hearn and Jayne Hrdlicka are not
independent directors. Similarly, prior to
his retirement on 16 July 2018, former
CEO Geoffrey Babidge was not an
independent director.
.
Board committees
The Board has three standing committees
(the Committees) to facilitate and assist
the Board in fulfilling its responsibilities.
Other committees may be established
from time to time with specific
responsibilities as delegated by the Board.
The composition of the Committees as at,
and throughout the financial year ended
30 June 2018, was as follows:
MembersIndependent
Non-
Executive
Audit and Risk Management
Committee
Julia Hoare
(Chair)
üü
Warwick
Every-Burns
üü
Jesse Wu
üü
Nomination Committee
Peter Hinton
(Chair)
üü
Julia Hoare
üü
David Hearn
ûû
Remuneration Committee
Warwick
Every-Burns
(Chair)
üü
Peter Hinton
üü
Jesse Wu
üü
The Board has developed a board skills matrix which sets out the diversity of skills and
experience that it has. The matrix, set out in its collective form reflecting current Board
composition, is as follows:
The Committees are governed by Charters,
which detail their specific functions and
responsibilities. The Charter for each
Committee is reviewed by the Board
annually. Copies of the Committee
Charters are available on the Company’s
website at www.thea2milkcompany.com/
about-us/corporate-governance.
The Committees make recommendations
to the Board. They have no decision-
making power except where expressly
authorised by the Board. The relevant
qualifications and experience of individual
Committee members are set out in the
‘Our directors’ section.
The Board Charter provides for the Board
to review and evaluate the performance
objectives, responsibilities, and processes
and procedures of each Committee on an
annual basis in accordance with such
performance measures as may be adopted
from time to time. The Charter of each
Committee also requires the Committee
to review and assess its performance,
objectives, responsibilities, and processes
and procedures each year to ensure that
they are not unduly complex, are designed
to assist the Board in effectively fulfilling
its role and are delivering to a high
standard.
100
%
of our directors have
executive experience with
businesses that operate
outside Australia and
New Zealand
46 | The a2 Milk CompanyThe a2 Milk Company | 47
2018 Annual Report
Corporate governance
Attendance at Board and Committee meetings
Director attendance at Board and Committee meetings during the year ended
30 June 2018 is set out below.
Meetings of the
Board
Audit and Risk
Management
Committee
Remuneration
Committee
Nomination
Committee
HeldAttendedHeldAttendedHeldAttendedHeldAttended
David Hearn
(Chair)
1312––––11
Julia Hoare
(Deputy
Chair)
131344––11
Geoffrey
Babidge
1
(MD & CEO)
1313––––––
Peter Hinton1311––4411
Warwick
Every-Burns
13134444––
Jesse Wu13114444––
Our Board
1 Retired as MD & CEO on 16 July 2018
Held: meetings held during the period for which the person was a director or Committee
member.
Audit and Risk Management
Committee
The Audit and Risk Management
Committee’s responsibilities are set out in
its Charter, including to:
• ensure the Company meets its financial
reporting requirements, including the
release of yearly and half-yearly
financial statements;
• review the scope and outcome of the
external audit;
• review the effectiveness of the
Company’s internal controls regarding
all matters affecting the Company’s
financial performance and financial
reporting, including information
technology security and control;
• advise the Board on accounting
policies, practices and disclosures;
• review, with management, the
adequacy of the Company’s systems for
identifying, managing, and monitoring
the Company’s key risks in accordance
with the Company’s Risk Management
Policy;
• keep the Board informed of all
significant business risks; and
• review any incident which indicates
a breakdown in the Company’s risk
management framework.
The Chief Executive Officer and the Chief
Financial Officer may attend meetings at
the invitation of the Committee; and the
external auditors may attend by invitation
of the Chair of the Committee. The
Committee meets a minimum of four
times each year.
The Audit and Risk Management
Committee regularly reports to the Board
about the Committee's activities, issues
and related recommendations.
Remuneration Committee
The Remuneration Committee meets as
required to advise the Board on the
matters outlined in its Charter,
including to:
• review the remuneration of the Chief
Executive Officer and other senior
executives as the Board may determine;
and
• make recommendations to the Board
in relation to the remuneration of the
non-executive directors.
Remuneration packages are reviewed
annually. Independent external surveys are
used as a basis for establishing competitive
packages. A member of the Committee
must not be present for discussions at a
Committee meeting on, or vote on a
matter regarding, his or her remuneration.
Management may attend meetings only at
the invitation of the Committee.
Following each meeting, the Chair of the
Remuneration Committee provides a
report to the Board. The Chair is also
required to provide an annual report
summarising the Remuneration
Committee's activities during the year and
any related significant results and findings.
The Company's remuneration policies for
directors and senior executives and
managers are set out in the Remuneration
section, below.
Nomination Committee
The Nomination Committee meets as
required to advise the Board on the
matters outlined in its Charter, including
the recommendation of new
appointments to the Board.
Every new director appointment that is
approved by the Nomination Committee is
considered and decided by the Board as a
whole, considering the range of skills and
experience (including matters such as
independence and diversity) that a
potential new director may offer the Board
and the ability to fully commit the time
needed to be effective as a director of the
Company.
Following each Committee meeting,
the Chair of the Nomination Committee
provides a report to the Board. The Chair
is also required to provide an annual
report summarising the Nomination
Committee's activities during the year and
any related significant results and findings.
Nominations, appointments
and ongoing education
The Company's process for selection,
appointment, and re-appointment of
directors is detailed in the Nomination
Committee Charter.
The objectives of the Nomination
Committee include to:
• assist the Board in planning the Board's
composition and that of the
Committees;
• advise and assist the Chair and the
Board (as applicable) to review the
performance of the Board, the
Committees, the Chair and individual
directors;
• evaluate the competencies required
of prospective directors, identify those
prospective directors and establish their
degree of independence; and
• develop succession plans for the Board.
The Nomination Committee recommends
to the Board suitable candidates for
appointment as directors. The Committee
considers, among other things, the
candidate’s:
• experience as a director;
• skills, expertise and competencies; and
the extent to which those skills
complement the skills of existing
directors;
• contribution to diversity of Board
membership;
• degree of independence; and
• ability to devote sufficient time to the
directorship.
The Audit and Risk
Management Committee
regularly reports to the Board
about the Committee’s
activities, issues and related
recommendations
48 | The a2 Milk CompanyThe a2 Milk Company | 49
2018 Annual Report
Corporate governance
Our Board
The Company undertakes appropriate
checks before the Board appoints a
director, or recommends a new candidate
to shareholders for election as a director.
Such checks have been undertaken in
relation to all current Board members, and
will be undertaken prior to appointment
or election of any new Board
recommended director.
The Company provides sufficient
information to shareholders about
candidates standing for election for the
first time and directors seeking re-election
at a general meeting to enable them to
make an informed decision on whether or
not to elect or re-elect the person,
including their relevant qualifications and
experience and the skills they bring to the
Board, details of any other material
directorships or positions currently held by
the person, the term of office already
served by the director (if applicable), the
Board’s view on whether the person is or
will be considered to be independent, and
a statement by the Board in respect of
whether it supports the election or
re-election of the person.
On joining the Board, each director
receives a formal letter of appointment
outlining his or her duties and obligations,
and participates in an induction program,
which provides such information and
advice as may be considered necessary
or desirable relating to his or her
appointment to the Board.
To ensure ongoing education, directors are
regularly informed of developments that
affect the Company's industry and
business environment, as well as company
and legal issues. Directors receive
comprehensive Board papers and briefing
information before Board meetings and
have unrestricted access to management
and any additional information they
consider necessary to perform their roles
as directors effectively. Directors are also
encouraged to undertake appropriate
training to remain current on how best to
perform their duties as directors.
A director may obtain independent
professional advice relating to the affairs
of the Company or his/her responsibilities
as a director or Committee member.
Where the director has the approval of the
Board Chair to obtain independent
professional advice, the Company will
meet the reasonable costs of such advice.
Performance review of the
Board, Board committees and
individual directors
The Board recognises that the
performance of the Board and its
Committees is pivotal to the Company's
success and to the protection of the
interests of shareholders. The Board
regularly reviews and evaluates the
performance objectives, responsibilities,
and processes and procedures of the
Board and each Committee.
Internal financial control
The Board, advised by the Audit and Risk
Management Committee, is responsible
for the Company’s overall system of
internal financial control.
The Chief Financial Officer is responsible to
the Chief Executive Officer for ensuring
that all operations within the Company
comply with the Board approved financial
control policies.
Under its Charter, the Audit and Risk
Management Committee is responsible for
regularly reporting to the Board, including
the results of the Committee's review of
the Company's risk management and
internal control systems. The Board is also
required, under the Risk Management
Policy, to undertake an annual review of
the effectiveness of the Company's risk
management and internal control system.
External auditor
The Board has established a framework
for the relationship between the
Company and the external auditor,
which ensures that:
• recommendations made by the external
auditor and other independent advisers
are critically evaluated and, where
appropriate, applied;
• the ability of the external auditors to
carry out their statutory audit is in no
way impaired;
• consideration is given to what, if any,
services other than their statutory audit
role may be provided by the auditors;
• any other services provided by the
auditors, other than their statutory
audit role, are approved and monitored;
and
• the Company has defined policies and
procedures in place as appropriate
internal controls to manage risk
effectively.
The external auditor is invited to attend
the annual meeting of the Company to
answer questions from shareholders in
relation to the audit.
Internal audit function
Deloitte Touche Tohmatsu (“Deloitte”)
act as the Company’s internal auditors,
reporting to the Audit and Risk
Management Committee. The internal
audit program is focussed on evaluating
the effectiveness of risk management,
control and governance processes.
CEO and CFO annual
declaration
In line with ASX Principle 4.2, the Audit
and Risk Management Committee and the
Board receive an annual declaration from
the Chief Executive Officer and Chief
Financial Officer in relation to the
Company’s financial statements, that in
their opinion:
• the Company’s financial records have
been properly maintained;
• the Company’s financial statements
and accompanying notes comply with
generally accepted accounting practice
in New Zealand and International
Financial Reporting Standards; and
• the Company’s financial statements
and accompanying notes give a true
and fair view of the financial position
and performance of the Group.
This declaration is provided with an
assurance that the opinion has been
formed on the basis of a sound system of
risk management and internal control, and
that the system is operating effectively
with regard to the identification of
material financial reporting risk.
Corporate governance policies
The Company has adopted the following
policies, each of which has been prepared
having regard to the ASX Principles and
the NZX Corporate Governance Code and
which are available on the Company’s
website at www.thea2milkcompany.com/
about-us/corporate-governance.
The Board regularly reviews the
performance and effectiveness of the
Company's corporate governance policies
and procedures and, if appropriate,
amends those policies and procedures or
adopts new policies or procedures, to
uphold the integrity of the Company’s
corporate governance framework.
Code of ethics
The Company expects its directors, officers
and employees to conduct themselves in
accordance with the highest ethical
standards of corporate and individual
behaviour. The Company’s Code of Ethics
is designed to set out the practices which
are necessary to maintain confidence in
the Company's integrity. Directors, officers
and employees are required to comply
with both the spirit and letter of all laws
which apply to the Company and the
principles of the code.
The Company requires all directors,
officers and employees who become
aware of an actual or suspected violation
of the code to report to a nominated
reporting person. This process allows for
confidential reporting of any potential
violation without disadvantage to
the employee.
Group-wide ethics training sessions for all
staff took place during the year.
The performance of the
Board and its Committees
is pivotal to the
Company’s success and
to the protection of the
interests of shareholders
50 | The a2 Milk CompanyThe a2 Milk Company | 51
2018 Annual Report
Corporate governance
The Company expects
its directors, officers and
employees to conduct
themselves in accordance
with the highest ethical
standards of corporate
and individual behaviour
Continuous disclosure policy
The Company prides itself on its
continuous disclosure practices and has
adopted a set of procedures and
guidelines to ensure that it complies with
its disclosure obligations in accordance
with all applicable legal and regulatory
requirements, including the NZX Listing
Rules and the ASX Listing Rules. Subject to
recognised exceptions, this ensures the
timely disclosure to the ASX and the NZX
of any information concerning the
Company which is not generally available
and which a reasonable person would
expect to have a material effect on the
price or value of the Company’s securities.
Shareholder communication
policy
The Company has adopted a Shareholder
Communications Policy which outlines the
Company’s approach and commitment to
effective communication with
shareholders. The Company uses
numerous modes of communication,
including electronic communication,
to ensure that its communications with
shareholders are timely, clear and
accessible. The Company provides
investors with comprehensive and timely
access to information about itself and its
governance on its website at www.
thea2milkcompany.com. The website
includes copies of past annual reports,
results announcements, other NZX and
ASX announcements, media releases and
general Company information.
Shareholders are invited to attend the
Company’s annual meeting, either in
person or by representative. The Board
regards the annual meeting as an excellent
forum in which to discuss issues relevant
to the Company and accordingly
encourages full participation by
shareholders. Shareholders have an
opportunity to submit questions to the
Board and to the Company’s external
auditor. Shareholders may also attend and
participate at the meeting virtually via an
online platform provided by the
Company’s share registrar.
Diversity policy
The Company’s diversity policy is discussed
on page 36 of this Annual Report.
Securities trading policy
The Company’s Securities Trading Policy
applies to directors, employees and
contractors wishing to participate as
shareholders in the Company.
Under New Zealand and Australian
legislation, the insider trading laws operate
to prohibit people in possession of non–
public price sensitive information from
dealing in securities or passing on that
information to other people who may deal
in securities. The Company’s policy is
designed to protect directors, employees
and their associates, as well as the
Company’s shareholders against acts of
insider trading that, either willingly or
unknowingly, would disadvantage holders
of the Company’s securities.
The policy employs the use of blackout
periods to restrict directors, officers, senior
executives, and their associates, together
with other persons identified by the
Company from time to time, from trading
during times where sensitive, non-public
information may be held. In addition,
those persons must notify the Company
in advance of any proposed dealing in the
Company’s securities.
Under the terms of the policy, directors,
officers, senior executives and their
associates are prohibited from entering
into hedging transactions which operate
to limit the economic risk of their securities
in the Company (including under any
equity-based remuneration scheme) and
must notify the Company before engaging
in any margin or securities lending
arrangements or granting a security
interest or other encumbrance over
Company securities.
Indemnities and insurance
The Company has provided Deeds of
Indemnity to all directors for potential
liabilities and costs they may incur for acts
or omissions in their capacity as directors
of the Company and its subsidiaries.
Directors’ and officers’ liability insurance is
in place for directors and officers acting on
behalf of the Company.
Protocols in the event of a
takeover offer
The Board has established protocols that
set out the procedures to be followed in
the event of a takeover offer to assist
directors and management with the
response to unexpected takeover activity,
including governance, conflict and
communications protocols for
takeover response.
The a2 Milk Company | 53
2018 Annual Report
Corporate governance
52 | The a2 Milk Company
2018 Annual Report
Corporate governance
The Company
recognises that risk
management is an
inherent part of
actively growing and
developing the
business.
Effective risk management anticipates risk,
develops strategies to manage risk and
enables the Company to capitalise on
opportunities that bring value to
shareholders. The Company’s risk
management program comprises a series
of processes, structures and guidelines
which assist the Company to identify,
assess, monitor and manage its business
risk, including any material changes to its
risk profile.
The Company’s Risk Management Policy
outlines the program implemented by the
Company to ensure appropriate risk
management within its systems and
culture. A copy of the Risk Management
Policy is available on the Company’s
website at www.thea2milkcompany.com/
about-us/corporate-governance
Risk management
Risk governance
The Company has clearly defined the
responsibility and authority of the Board to
oversee the risk management programme,
while conferring responsibility and
authority on the Audit and Risk
Management Committee to develop and
maintain the risk management programme
considering the day-to-day needs of
the Company.
The Audit and Risk Management
Committee is responsible for reviewing
whether the Group has any material
exposure to economic, environmental and
social sustainability risks, and if so, to
develop strategies to manage such risks,
and present such strategies to the Board.
The Group Risk Register is an important
tool used by the Audit & Risk
Management Committee that helps the
business identify, evaluate and
communicate material risk exposures. The
Board is of the view that the Company has
appropriate strategies in place to manage
material exposure to economic,
environmental or social sustainability risks.
Risk management
The Company considers ongoing risk
management to be a core component of
the executive leadership team’s
management of the Company. The
Company’s ability to identify and address
risk is central to achieving its corporate
objectives. The Company’s risk
management approach is supported by:
• a robust risk governance framework
overseen by the Board and supported
by the Audit & Risk Management
Committee
• a strong and experienced management
team with relevant expertise in local
markets
• clearly articulated levels of authority
and approval processes
• established risk identification tools
including the Group Risk Register
• adequate external insurance cover in
place, appropriate to the Company’s size
and risk profile
• an internal audit function providing
supplementary review of the internal
control framework
Under its Charter, the Audit and Risk
Management Committee is responsible for
providing assessments to the Board of the
adequacy, effectiveness and efficiency of
the Company’s risk management and
internal control process. The Board must
also annually, under the Risk Management
Policy, review the effectiveness of the
Company’s risk management and internal
control system. A review of the Company’s
risk management framework has been
conducted in the reporting period by the
Audit and Risk Management Committee.
No significant changes to the framework or
policy were identified.
Regular communication between
management and the Board supplements
the Company’s quality system, complaint
handling processes, employee policies and
standard operating procedures which are all
designed to address various forms of risks.
Effective risk management
anticipates risk, develops
strategies to manage risk and
enables the Company to
capitalise on opportunities that
bring value to shareholders
Key risks & mitigations
The Company has identified the following
key risks having the potential to impact on
the Company’s ability to achieve its future
objectives. The Company has included in
the table examples of mitigations in place
to assist in managing these various risks.
RisksMitigation
Product
quality
The Company’s products may become
contaminated, tampered with,
adulterated or otherwise unsafe or unfit
for sale or consumption. This could
result in injury or harm to consumers,
regulatory penalties, termination of
distribution agreements, liability
associated with adverse health effects
on consumers, product recall and
disposal costs, loss of stock, delay in
supply and overall damage to the
Company’s brand and reputation
• Food safety & quality management systems and
programmes, internally and with suppliers to
the Company
• Partnering with high quality third-party manufacturers
with a proven record for product safety and quality
• Comprehensive testing of the integrity of protein content
and product quality prior to the release of every batch of
finished product (positive release protocol)
• Testing of distributed products in selected markets
• Employment of product innovation and technology
improving product security
• Product recall and crisis management systems and
processes with supplier integration
• Consumer support systems
Supply
chain
The Company’s ability to maintain
supply to its customers, and maintain its
position in existing markets or enter
new markets may be impacted if:
• The operations of one or more
suppliers change in a material and
adverse way
• One or more suppliers reduce their
support for the Company
• Focus on developing strong, long-term commercial
relationships with multiple supply chain partners
• Due diligence on supply chain partners before entering
commercial agreements
• Long-term partnership with dairy nutritionals
manufacturer, Synlait Milk Limited, governed by a formal
manufacturing agreement, and complemented by the
Company’s equity interest in Synlait Milk
• Establishment of strategic relationship with Fonterra
Co-operative Group Limited, providing multi-site and
geographic diversification for the Company’s growing
nutritionals business
• Contracts provide access to milk pools that exceed the
Company’s current usage requirements
• Multiple milk processors contracted in Australia and USA,
mitigating reliance on single processor in these regions
54 | The a2 Milk CompanyThe a2 Milk Company | 55
2018 Annual Report
Corporate governance
Risk management
Health and safety
We are committed to the health, safety and wellbeing of our people. This commitment starts at the top of our Company. Our directors
visit the Company’s sites to gain a first-hand understanding of the systems in place. The Company’s health and safety report is reviewed
at each Board meeting. We have a focus on reporting not only injuries but also safety observations, which are an important part of an
improving health and safety management system. During the year, there were no medical treatment injuries or lost time injuries.
RisksMitigation
Regulations
Government actions which influence or
restrict international trade in products
including tariffs, quotas, price controls,
taxes and non-tariff barriers such as
product registrations, competition and
consumer laws. Failure to comply with
regulatory requirements may result in
legal action, financial penalties, trade
embargoes or loss of market access
• Close ongoing monitoring by the Company and third
party experts to ensure compliance with regulatory
requirements in all markets in which it operates
• Continuing to build a multi-product, multi-channel route
to market strategy for the sale of infant formula into
China
• Close partnership with Company’s infant formula
manufacturer, Synlait Milk, which has received both
CNCA
1
and CFDA
2
registrations for the importation of the
Company’s infant formula into China
1 CNCA registration is a market access requirement for facilities producing
food for import into China. Synlait Milk has achieved this registration
for its manufacturing facility in Dunsandel, New Zealand.
2 All manufacturers of infant formula are required to register brands and
recipes with the China Food and Drug Administration (CFDA) in order
to import products into China, through traditional import channels,
from 1 January 2018. Synlait Milk achieved this registration for the
Company’s China label infant formula in September 2017.
Intellectual
property
• Expiry or cancellation of some of the
Company’s intellectual property (IP)
rights, which may limit the
Company’s ability to claim and
enforce such IP
• Infringement of the Company’s IP
rights resulting from third-party
conduct or claim against such IP,
which may lead to protracted
litigation, and/or negative publicity
for the Company
• Continued investment by the Company in developing and
further broadening its trademark and patent portfolio
including building exclusivity in trademarks in existing and
future markets and expansion of the Company’s suite of
patent families
• Significant and ongoing investment in brand building
activities globally
• Documenting and embedding proprietary know-how
across quality systems and processes
• Monitoring of third party applications and activity
• Monitoring misuse of the Company’s IP and taking
necessary action to protect it
Agricultural
practices
• Environmental concerns linked with
the Company’s supply of dairy-based
products, including in relation to
agricultural practice (including water
access and usage) and animal welfare
• In turn, the impact of such concerns
could negatively affect the
Company’s brand reputation, result
in greater regulation, consent or
licensing requirements or restrictions
on the Company’s operations
• Sourcing of milk from diversified milk pools across and
within New Zealand, Australia, USA and UK
• The majority of our milk is sourced from farms in close
proximity to our processing facilities, reducing the need
to transport milk over long distances from other areas
• Independently audited Animal Welfare Program in the US
and Australia, contributing positively to animal living
standards, milk production and milk quality
• Building long-term supply arrangements with partners
promoting positive environmental and social sustainability
activities and initiatives
RisksMitigation
Key
personnel
• Loss of key management personnel,
which could have a material effect
on the Group’s operating and
financial performance
• Effective employee retention strategy combining both
short and long-term financial incentives with career
development opportunities to motivate and engage key
personnel
• Increasing the depth and capability of the senior
management pool to support future growth
• Succession planning to ensure continuity of knowledge,
skills and experience
Workplace
health &
safety
• Actual or potential harm to all
workers and other persons at the
workplace
• Non-compliance with applicable laws
and regulations which could result in
actual or potential harm to all
workers and other persons at the
workplace (as well as potential
financial penalties, drop in staff
morale and productivity, increased
insurance costs and damage to the
Company’s reputation, including as
an employer)
• Framework in place to assist the Board and senior
management with the identification, control, reporting,
investigation and monitoring of health and safety risks
to the Group
• Use of qualified external consultants to ensure
compliance with relevant laws in each jurisdiction and
to identify improvement opportunities
• Board prioritisation of health and safety performance,
facilitated through monthly formal review and Board
updates, to ensure a strong focus on health and safety
in the workplace is maintained
• Health and safety training and supervision for employees
IT cyber
security
Inadequate IT security leading to a
compromise of the Company’s IT system
and potential data theft, data loss or
corruption. Such a compromise could
result in economic or reputational loss
to the Company.
• Restricted and segregated access to sensitive Company
and stakeholder data
• Implementation of regional specific cyber security audits
• Cyber security insurance
56 | The a2 Milk CompanyThe a2 Milk Company | 57
2018 Annual Report
Corporate governance
Remuneration
Remuneration policy
The Remuneration Committee is
responsible for establishing the policies
and practices of the Company regarding
the remuneration of directors and other
senior executives of the Group and
reviewing all components of the Group’s
remuneration practices relevant to its
employees. The Remuneration Committee
Charter sets out the objectives,
responsibilities and authority of the
Remuneration Committee in relation to
remuneration matters. The Charter
stipulates that the Committee will make
recommendations to the Board, but all
decision-making authority in relation to
remuneration remains with the Board.
The Board’s policy for remunerating the
Chief Executive Officer and other senior
executives is to provide market based
remuneration packages comprising a
blend of fixed and variable incentive based
remuneration with clear links between
individual and Company performance, and
reward. The Remuneration Committee
reviews the remuneration packages of the
Chief Executive Officer and other senior
executives at least annually.
All employees have a fixed remuneration
package. Selected senior executives and
managers also have variable remuneration
in the form of a short-term incentive (STI)
as part of their remuneration package.
Certain selected senior executives and
managers may also have long-term
incentives (LTI) as part of their
remuneration package.
Employees, not participating in the STI or
LTI plans, may receive a bonus of 2% to
5% of fixed remuneration, subject to
individual performance and the Company
achieving its financial objectives for
the year.
Fixed remuneration
Employees’ fixed remuneration is based on
a matrix of an individual’s skills and
experience, their individual performance
and their current level of remuneration
relative to the market. Fixed remuneration
is reviewed on an annual basis with
reference to independent external surveys,
and where appropriate, is adjusted based
on consideration of individual performance
and market remuneration movement. The
Remuneration Committee reviews and
approves all changes to fixed
remuneration.
Variable remuneration
The STI and LTI programs provide the
potential for employees to receive
payment over and above fixed
remuneration. These programs are
discretionary, appropriate to the results
delivered by the Group, and based on the
principle of reward for performance.
Short-Term Incentive plan (STI)
The STI is focussed on performance goals
that align with Company direction; driving
outcomes, differentiating high
performance and rewarding delivery over
the financial year.
STI values are generally calculated as a
percentage of fixed remuneration.
STI values and performance targets are
approved by the Remuneration Committee
at the start of each financial year. For the
year ended 30 June 2018 participants may
achieve a maximum STI of between 10%
and 60% of fixed pay, with the STI
payable up to the maximum subject to
achievement of financial targets and
specific agreed personal objectives,
aligning with the strategic objectives
of the Company.
Performance against financial targets is
compared with agreed business unit or
Group budgets, and achievement of
personal objectives is tracked and
discussed throughout the performance
period as part of the Company’s
performance management process.
STI payments are determined and paid
annually following the finalisation of
audited Company results and are
contingent on achievement of business
unit and Group financial targets and
specific agreed personal objectives.
Long-Term Incentive plan (LTI)
The LTI has been established to:
• assist in the reward and retention of
selected senior executives and
managers;
• link the reward available to senior
executives and managers to
shareholder value creation; and
• align the interests of senior executives
and managers and shareholders by
providing executives with an equity
interest in the Company.
Participation in the LTI plan is by invitation
only, at the sole and absolute discretion of
the Board. The Company may grant
performance rights (Awards) to eligible
participants under the plan.
Each Award granted represents a right to
receive one fully paid share in the
Company once the Award vests and is
exercised. The number of Awards and the
vesting conditions for Awards issued under
the LTI Plan are determined by and at the
sole discretion of the Board. No dividends
are paid on performance rights.
The FY2018 grants of performance rights
vest subject to an Earnings Per Share (EPS)
performance hurdle calculated over two or
three year performance periods, and
continuing employment. The absolute EPS
hurdle is a minimum diluted EPS
compound annual growth rate (CAGR)
increase of 15% over the performance
period, with no retesting. 50% of the
award will vest if diluted EPS CAGR of
15% is achieved, up to a maximum of
100% of the award if diluted EPS CAGR
of 20% or more, or 25% or more,
is achieved.
The diluted EPS growth performance
hurdle was chosen as a performance
measure appropriate to the Company,
with progress easily tracked against agreed
performance targets, encouraging
employee engagement and aligning with
shareholder objectives.
Further details on the LTI can be found at
Note F2 to the financial statements.
Managing executive
performance
The Company has robust processes for
supporting and evaluating the
performance of its CEO and other senior
executives and managers.
The Board and CEO determine and agree
annual targets and objectives for the
Company based on the Company’s
strategic plan, supported by a
comprehensive and collaborative
forecasting and budgeting process. The
CEO is accountable to the Board for the
delivery of the agreed objectives.
The objectives agreed between the Board
and the CEO are discussed and cascaded
to each member of the executive team,
and captured in individual performance
delivery documents and STI agreements.
The CEO uses the performance delivery
documents to facilitate individual
conversations with each member of the
executive team periodically throughout the
performance period. The periodic
performance discussions are documented
and form the basis of the annual
performance review that each executive
undertakes with the CEO, and that the
CEO undertakes with the Board, at the
end of the performance period.
The outcome of the executive’s
performance over the course of the year
contributes to considerations surrounding
changes to fixed remuneration and the
awarding of variable remuneration and
incentives.
For the financial year ended 30 June 2018,
each member of the executive team who
was an employee for the duration of the
reporting period had at least one periodic
performance discussion documented.
Directors’ remuneration
Non-executive directors’ remuneration is
paid in the form of directors’ fees. The fees
paid to directors are structured to reflect
the respective responsibilities and workloads
of their Board and Committee positions.
The annual aggregate non-executive
directors’ remuneration pool, capped at
$950,000, was approved by shareholders
at the Company’s 2016 Annual Meeting of
Shareholders.
Directors’ fees
structure $ annual
Base board fees:
Chair of the Board
(refer below)
120,000
Deputy Chair165,000
Non-executive director120,000
Audit and Risk Management Committee:
Chair33,000
Committee member16,500
Remuneration Committee:
Chair33,000
Committee member16,500
Nomination Committee:
Chair22,000
Committee member11,000
The Chair, David Hearn, is regarded as an
Executive Director on account of his limited
executive role in relation to the Group’s
business in Europe and the UK. He receives
consultancy fees for services to the
Company in Europe and the UK through
Lovat Partners Limited, an entity controlled
by him. However, he is not an employee of
the Company.
Prior to the Company’s admission to the
Official List of the ASX on 31 March 2015,
5,000,000 options over unissued ordinary
shares were issued to Lovat Partners
Limited under the Company’s LTI Plan. Each
option has an exercise price of NZ$0.63. At
30 June 2018, 2,000,000 of these options
are yet to vest and 1,300,000 have vested
but are not yet exercised.
The consultancy fees received for the year
ended 30 June 2018, and the annual
accounting charge to profit or loss for the
options issued under the LTI Plan, are
included in the schedule of Directors’
remuneration as other benefits. The
current level of Chair’s fees recognises the
contribution to total remuneration of these
other benefits.
58 | The a2 Milk CompanyThe a2 Milk Company | 59
2018 Annual Report
Corporate governance
Remuneration
Remuneration paid to directors of the Group for the year ended 30 June 2018 was as follows:
Board feesCommittee fees
Total
fees
Other
benefits
received
Total
remuneration
$
Audit & Risk
Management
$
Remuneration
$
Nomination
$$$$
Company
David Hearn (Chair)
1
120,000–––120,000161,931281,931
Julia Hoare (Deputy Chair)165,00033,000–11,000209,000–209,000
Peter Hinton120,000–16,50022,000158,50 0–158,50 0
Warwick Every-Burns
2
195,00016,50033,000–244,500–244,500
Jesse Wu
2
157, 5 0 016,50016,500–190,500–190,500
Total757, 50 066,00066,00033,000922,500161,9311,084,431
Subsidiary companies
William Keane
3
45,619–––45,619–45,619
Total8 03,11966,00066,00033,0009 6 8 ,119161,9311,13 0,05 0
1 Other benefits received include the annual non-cash accounting charge for options issued under the LTI plan of $76,931; and consultancy fees of $85,000 payable to
Lovat Partners Limited, an entity controlled by David Hearn providing services solely to the Company, for consultancy services rendered during the year and charged
at commercial rates, separate from the director’s fees reported above. The value of options exercised by David Hearn during the year was $5,281,720.
2 Warwick Every-Burns and Jesse Wu received $75,000 and $37,500 respectively in the period for additional Board duties.
3 William Keane is included as a director of The a2 Milk Company Limited (UK). No other director of a subsidiary company was remunerated in their capacity as a
director.
Director shareholdings in the Company
In order to align the interests of directors more closely with those of all shareholders, the Company requires each director to purchase
(in his or her own name, family trust or company) shares in the Company equivalent in value (at the time of purchase) to at least one
year’s pre-tax remuneration, to be held for the duration of his or her tenure on the Board. Each director has three years from the date
of his or her appointment, to achieve this position. As at 30 June 2018, all directors had shareholdings in the Company meeting or
exceeding this requirement.
60 | The a2 Milk CompanyThe a2 Milk Company | 61
2018 Annual Report
Corporate governance
The a2 Milk Company | 61
LTI
On an annual basis, Jayne will be invited
to take up performance rights under the
Company’s current LTI Plan Rules, which
apply to all senior management.
On commencement, Jayne was granted
245,787 performance rights, equivalent
to 175% of her Total Fixed Remuneration.
In each following year of her employment,
Jayne will be offered performance rights
equivalent to 150% of Total Fixed
Remuneration (subject to adjustment from
time to time at the discretion of the Board
in order to have reasonable regard to
equivalent entitlements provided by peer
companies).
The vesting of the first grant of 245,787
performance rights will be subject to the
Company achieving a compound annual
growth (CAGR) in its diluted earnings per
share, measured over three consecutive
financial years to 30 June 2021, on a
straight-line basis. 50% of the
performance rights will vest if diluted EPS
CAGR of 15% is achieved, to a maximum
of 100% if diluted EPS CAGR of 25% or
more is achieved.
Subject to the discretion of the Board or
unless employment is terminated by the
Company other than for fault, cessation
of employment will result in the forfeiture
of all unvested performance rights. The
Board may also forfeit performance rights
for fraud, dishonesty or wilful breach
of duties.
At the discretion of the Board,
performance rights may be subject to
accelerated vesting if the Company is
subject to a change of control.
Adjustments to the number of
performance rights, or the number of the
Company ordinary shares to which they
relate, may be made following any bonus
issue of the Company ordinary shares or
reorganisation of its capital.
Transition benefits
On a one-off basis, Jayne received the
following transition benefits as
compensation for forfeitures of her former
employer’s STI and LTI entitlements as a
result of her resigning to take up
employment with the Company:
• An A$586,666 cash payment
(calculated at approximately 67% of
her forfeited STI cash benefit).
• 599,254 time-based rights to acquire
ordinary shares in the Company
(calculated at approximately 80% of
Jayne’s forfeited STI and LTI scrip
benefit, based on the 90 day VWAP of
shares in the Company and her
previous employer as at the date that
her appointment was announced to the
market, being 13 December 2017) to
vest in four tranches during the period
from 28 August 2018 to 24
August 2019.
Time-based rights are not subject to
performance hurdles but are otherwise
to be issued on terms similar to Jayne’s
performance rights, including
continuing employment.
Annual leave
Statutory entitlements together with one
week per annum of additional paid leave.
Other terms
The employment agreement also includes
standard terms covering expenses,
conflicts of interest, confidentiality,
intellectual property and moral rights,
and restraints upon termination.
Remuneration
Remuneration of former CEO
– Geoffrey Babidge
Geoffrey’s employment as CEO under an
executive service agreement with the
Company commenced in 2010 and ceased
upon his retirement on 16 July 2018.
During the year ended 30 June 2018
Geoffrey Babidge received an annual base
salary of A$1,000,000 inclusive of
superannuation, and had the opportunity
to receive up to 60% of his annual fixed
remuneration in the form of an STI,
subject to the achievement of
performance objectives determined by the
Board. The STI is allocated 35 percentage
points to financial performance, and 25
percentage points to strategic and
operational targets.
The remuneration paid to
Geoffrey Babidge in the financial year was
as follows:
2018
A$
Fixed Remuneration1,000,000
STI paid315,000
Total remuneration
received1,315,000
The STI paid in the year of A$315,000
refers to the STI earned for the 2017
financial year.
Remuneration of CEO –
Jayne Hrdlicka
Jayne commenced her appointment as
Managing Director and CEO of the
Company on 16 July 2018. Details of the
remuneration arrangements under her
employment agreement are set out
below.
Term
There is no fixed term, employment is
ongoing until terminated by either Jayne
or the Company in accordance with the
agreement, which includes a six months’
notice period for resignation or
termination of employment by the
Company.
Total fixed remuneration
A$1,500,000 per annum, including
superannuation, subject to annual review.
STI
An annual STI payment of up to a
maximum of 120% of Total Fixed
Remuneration may be achieved, based on
the attainment of performance objectives
measured against key performance
indicators determined by the Board on an
annual basis.
The potential STI for the 2018 financial
year is up to 60% of his FY18 annual fixed
remuneration (or A$600,000).
At 30 June 2017 Geoffrey held 5 million
partly paid shares previously issued to him
in 2013 under the LTI scheme described in
Note F2 to the financial statements, with
an amount payable per share of $0.64.
He has not participated in any other LTI
plan since this award. During FY18,
Geoffrey paid the 5 million partly paid
shares up in full, and held 2.5 million of
those fully paid shares on retirement.
The employment of Geoffrey Babidge as
CEO ceased on his retirement on
16 July 2018.
Since the commencement of FY19 he was
paid his fixed remuneration for the period
1 July to 16 July 2018 of A$41,667. Upon
retirement he was paid an amount in
accordance with the terms of his
employment agreement (including
statutory leave entitlements and
6 months’ notice period termination
payment) of A$860,906 and the STI for
the financial year ended 30 June 2018
amounting to A$555,000.
Geoffrey will remain available until
December 2018 to assist in the
CEO transition.
62 | The a2 Milk CompanyThe a2 Milk Company | 63
2018 Annual Report
Corporate governance
Financial
statements
Contents
Directors’ approval of the financial statements 66
Independent auditor’s report 67
Consolidated statement of comprehensive income 70
Consolidated statement of changes in equity 71
Consolidated statement of financial position 72
Consolidated statement of cash flows 73
Notes to the financial statements 74
2018 Annual Report
Financial statements
The a2 Milk Company | 65
Directors’ approval of the financial statements
for the year ended 30 June 2018
Independent auditor’s report
for the year ended 30 June 2018
The directors of The a2 Milk Company Limited are pleased to present the consolidated financial statements for
The a2 Milk Company Limited (the Company) and its subsidiaries (together the Group) for the year ended 30 June 2018.
The directors are responsible for preparing and presenting financial statements in accordance with New Zealand law and
generally accepted accounting practice, which present fairly the financial position of the Group as at 30 June 2018 and the
results of its operations and cash flows for the period which ended on that date.
The directors consider the financial statements of the Group to have been prepared using accounting policies which 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 which enable, with reasonable accuracy, the determination
of the financial position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct
Ac t 2013.
The directors consider that 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.
There are reasonable grounds to believe that the Company and the Group entities identified in Note E2 will be able to meet any
obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the
Company and those Group entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785.
Signed on behalf of the Board by:
David Hearn
Chair and Executive
Director
Julia Hoare
Deputy Chair and Chair
of the Audit & Risk
Management Committee
21 August 2018
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the Shareholders of The a2 Milk Company Limited
Opinion
We have audited the financial statements of The a2 Milk Company Limited (“the company”) and its
subsidiaries (together “the Group”) on pages 70 to 105, which comprise the consolidated statement
of financial position of the group as at 30 June 2018, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended of the group, and the notes to the consolidated financial
statements including a summary of significant accounting policies.
In our opinion, the consolidated financial statements on pages 70 to 105 present fairly, in all material
respects, the consolidated financial position of the group as at 30 June 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 and International Financial Reporting
Standards.
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 and the company's shareholders,
as a body, for our audit work, for this report, or for the opinions we have formed.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our
responsibilities under those standards are further described in theAuditor’s Responsibilities for the
Audit of the Financial Statementssection of our report.
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 we have fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Ernst & Young has provided market research services in relation to brand health tracking and has also
provided sustainability reporting advisory services to the group. Partners and employees of our firm
may deal with the group on normal terms within the ordinary course of trading activities of the
business of the group. We have no other relationship with, or interest in, the group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, but we do not provide a separate opinion on these matters. For each matter below,
our description of how our audit addressed the matter is provided in that context.
66 | The a2 Milk CompanyThe a2 Milk Company | 67
2018 Annual Report
Financial statements
Independent auditor’s report
for the year ended 30 June 2018
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
We have fulfilled the responsibilities described in theAuditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to respond to our assessment of the risks
of material misstatement of the financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Effect of customer discounts and rebates on revenue
Why significantHow our audit addressed the key audit matter
►As disclosed in Note B1to the financial
statements, revenue relating to the sale of
products is recognised when the risks and
rewards of ownership of the goods have
been transferred to the customer and is
recognised net of trade discounts and
volume rebates provided to customers.
►Given the variety and complexity of
contractual arrangements the Group has
with its customers and due to significant
growth in revenue in the current year this
was considered to be a key audit matter.
Our audit procedures included the following:
►Considered the appropriateness of the Group’s
revenue recognition accounting policies as
they relate to customer discounts and
rebates.
►Evaluated the Group’s processes and controls
over the recording of customer discounts and
rebates.
►Reviewed a sample of customer contracts to
determine whether rebates were calculated in
accordance with terms and also inquired of
management as to the existence of any non-
standard agreements or side arrangements
with customers.
►Selected a sample of customer discounts, and
rebates recorded and assessed whether the
timing and value of amounts recognised were
in accordance with the accounting standards.
►Compared sample of customer claims and
payments made subsequent to year end to
year end accruals.
►Considered the year end ageing profile of
customer discounts and rebate accruals and
enquired as to the likelihood of aged balances
being settled.
Information other than the financial statements and auditor’s report
The directors of the company are responsible for the Annual Report, which includes information other
than the consolidated financial statements and auditor’s report which we obtained prior to the date of
this auditor’s 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.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained during the audit, or otherwise
appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International
Financial Reporting Standards and International Financial Reporting Standards, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on
behalf of the entity 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 cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the 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 International Standards on Auditing
(New Zealand) 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 the auditor’s responsibilities for the audit of the financial statements is
located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s
report.
The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-
Smith.
Ernst & Young
Sydney
21 August 2018
68 | The a2 Milk CompanyThe a2 Milk Company | 69
2018 Annual Report
Financial statements
Consolidated statement of comprehensive income
for the year ended 30 June 2018
Consolidated statement of changes in equity
for the year ended 30 June 2018
Notes
2018
$’000
2017
$’000
SalesB1922,354549,247
Cost of sales(458,005)(285,729)
Gross margin464,349263,518
Other revenueB1323279
Distribution expenses(26,825)(20,185)
Administrative expensesB2(47,262)(32,446)
Marketing expenses(73,647)(42,010)
Other expensesB2(35,937)(30,557)
Operating profit 281,0 01138,599
Interest income2,369887
Finance costsB2(138)(135)
Net finance income2,231752
Profit before tax283,232139,351
Income tax expenseB4(87,548)(48,705)
Profit after tax for the year195,68490,646
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign currency translation loss(74)(1,896)
Items not to be reclassified to profit or loss:
Listed investment fair value gain108,74113,372
Total comprehensive income304,351102 ,122
Earnings per share
Basic (cents per share)B327. 0 012.66
Diluted (cents per share)B326.3012.29
The accompanying notes form part of these financial statements.
Year ended 30 June 2018
Foreign
currency
translation
reserve
$’000
Fair value
revaluation
reserve
$’000
Employee
equity
settled
payments
reserve
$’000
Total
reserves
$’000
Retained
earnings
$’000
Share
capital
$’000
Total
equity
$’000
Balance 1 July 2017(10,948)13,3729,73912,16395,017134,302241,4 82
Profit for the period (net of tax)––––195,684–195,684
Foreign currency translation
differences – foreign operations(101)––(101)––(101)
Listed investment – fair value
movement–108,741–108,741––108,741
Income tax27––27––27
Total comprehensive income
for the period(74)108,741–108,667195,684–304,351
Transactions with owners in
their capacity as owners:
Issue of ordinary shares–––––7, 3167, 316
Share issue costs–––––(52)(52)
Share–based payments––2,6122,612––2,612
Total transactions with owners––2,6122,612–7, 26 49,876
Balance 30 June 2018(11, 02 2)122,11312,351123,442290,701141,566555,709
Year ended 30 June 2017
Foreign
currency
translation
reserve
$’000
Fair value
revaluation
reserve
$’000
Employee
equity
settled
payments
reserve
$’000
Total
reserves
$’000
Retained
earnings
$’000
Share
capital
$’000
Total
equity
$’000
Balance 1 July 2016(9,052)–7, 211(1,8 41)4,371130,54 8133,078
Profit for the period (net of tax)––––90,646–90,646
Foreign currency translation
differences – foreign operations(2,683)––(2,683)––(2,683)
Listed investment – fair value
movement–13,372–13,372––13,372
Income tax787––787––787
Total comprehensive income
for the period(1,896)13,372–11, 47690,646–102,122
Transactions with owners in
their capacity as owners:
Issue of ordinary shares–––––3,7883,788
Share issue costs–––––(34)(34)
Share–based payments––2,5282,528––2,528
Total transactions with owners––2,5282,528–3,7546,282
Balance 30 June 2017(10,948)13,3729,73912,16395,017134,302241,4 82
The accompanying notes form part of these financial statements.
70 | The a2 Milk CompanyThe a2 Milk Company | 71
2018 Annual Report
Financial statements
Consolidated statement of financial position
as at 30 June 2018
Consolidated statement of cash flows
for the year ended 30 June 2018
Notes
2018
$’000
2017
$’000
Assets
Current assets
Cash & short-term deposits D3340,455121,020
Trade & other receivables C165,49172,874
Prepayments36,01535,957
InventoriesC26 4,10128,437
Total current assets506,062258,288
Non-current assets
Property, plant & equipment C49,7018,358
Intangible assetsC515,09213,281
Other financial assetsC6186,86262,049
Deferred tax assetsB44,8611,954
Total non-current assets216,51685,642
Total assets722,578343,930
Liabilities
Current liabilities
Trade & other payablesC3116 ,19271,350
Income tax payable50,55730,998
Total current liabilities166,749102,348
Non-current liabilities
Trade & other payablesC3120100
Total non-current liabilities120100
Total liabilities166,869102,448
Net assets555,709241,4 82
Equity attributable to owners of the Company
Share capital D5141,566134,302
Retained earnings 290,70195,017
Reserves D6123,44212,163
Total equity555,709241,4 82
The accompanying notes form part of these financial statements.
Notes
2018
$’000
2017
$’000
Cash flows from operating activities
Receipts from customers927,70 3524,323
Payments to suppliers & employees(629,652)( 3 9 4 ,111)
Interest received2,369887
Taxes paid(69,312)(31,156)
Net cash inflow from operating activities D4231,10 899,943
Cash flows from investing activities
Payments for property, plant & equipmentC4(2,526)(1,650)
Payments for intangible assetsC5(2,320)(821)
Payment for listed investmentC6(16,073)(48,677)
Net cash outflow from investing activities(20,919)(51,14 8)
Cash flows from financing activities
Proceeds from issue of equity sharesD57, 26 43,754
Net cash inflow from financing activities7, 26 43,754
Net increase in cash & short-term deposits217, 4 5 352,549
Cash & short-term deposits at the beginning of the year121,02069,361
Effect of exchange rate changes on cash1,982(890)
Cash & short-term deposits at the end of the year340,455121,020
The accompanying notes form part of these financial statements.
72 | The a2 Milk CompanyThe a2 Milk Company | 73
2018 Annual Report
Financial statements
Notes to the financial statementsNotes to the financial statements – Basis of preparation
for the year ended 30 June 2018
A. Basis of preparation
The a2 Milk Company Limited (the Company) is a for-profit
entity incorporated and domiciled in New Zealand. The consolidated
financial statements of the Company for the year ended 30 June
2018 comprise the Company and its subsidiaries (together referred
to as the Group).
The Company is registered in New Zealand under the Companies
Act 1993, and is a FMC reporting entity under the Financial Markets
Conduct Act 2013. The Company is also registered as a foreign
company in Australia under the Corporations Act 2001 (Cth,
Australia). The shares of The a2 Milk Company Limited are publicly
traded on the New Zealand Stock Exchange (NZX), the Australian
Securities Exchange (ASX) and Chi-X Australia (Chi-X). The Group’s
reporting currency is the New Zealand dollar.
The principal activity of the Company is the commercialisation of
A1 protein free branded milk and related products in targeted
global markets.
The consolidated financial statements were authorised for issue by
the directors on [21] August 2018.
The consolidated financial report:
• has been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand;
• complies with the New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS);
• complies with International Financial Reporting Standards (IFRS’s)
adopted by the International Accounting Standards Board (IASB);
• is presented in New Zealand dollars, which is the Company’s
functional currency, with all values rounded off to the nearest
thousand dollars, unless otherwise stated; and
• has been prepared in accordance with the historical cost
convention and, except for listed investments, does not take into
account changing money values or fair values of assets.
Significant accounting policies have been:
• included in the relevant note to which each policy relates, other
than the accounting policy for foreign currency, set out below;
and
• except for the early adoption of NZ IFRS 9 (2014) Financial
Instruments, noted below, consistently applied to all periods
presented in these consolidated financial statements.
Accounting policy: Foreign currency
Transactions
Foreign currency transactions are initially translated to the respective
functional currencies of Group companies at the rate of exchange
at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated to the functional
currency at the exchange rate ruling at the reporting date. Foreign
exchange differences are generally recognised in profit or loss in
the statement of comprehensive income.
Foreign operations translation to reporting currency
The assets and liabilities including goodwill and fair value
adjustments arising on consolidation of foreign operations are
translated into New Zealand currency at rates of exchange current at
the reporting date, while revenues and expenses are translated at
approximately the exchange rates ruling at the date of the
transaction. Exchange differences arising on translation are
recognised in other comprehensive income and accumulated
within equity in the foreign currency translation reserve.
Judgements, estimates and assumptions
The preparation of financial statements in conformity with
NZ IFRS requires management to make judgements, estimates
and assumptions.
• This may affect the application of policies and reported amounts
of assets, liabilities, income and expenses. Actual results may
differ from these estimates.
• Estimates and underlying assumptions are reviewed on an
ongoing basis.
• Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.
• Information about significant areas of estimation uncertainty and
critical judgements in applying accounting policies that have the
most significant effect on the amount recognised in the financial
statements are described in the following notes:
– Note B4: Deferred tax assets and liabilities – Recovery of
deferred tax assets
– Note C2: Inventories – Estimation of net realisable value
– Note C5: Intangibles assets – Goodwill and intangibles
ContentsPage
ABasis of preparation
75
BGroup performance
B1Operating segments78
B2Expenses80
B3Earnings per share81
B4Income taxes82
COperating assets and liabilities
C1Trade & other receivables86
C2Inventories86
C3Trade & other payables87
C4Property, plant & equipment88
C5Intangible assets89
C6Other financial assets91
DCapital and financial risk management
D1Capital risk management92
D2Financial risk management92
D3Cash & short-term deposits96
D4Cash flow information96
D5Share capital97
D6Reserves97
D7Capital expenditure commitments98
D8Operating lease commitments98
D9Contingent liabilities98
EGroup structure
E1Consolidated entities99
E2Deed of cross guarantee100
FOther disclosures
F1Related party transactions102
F2Share-based payments103
F3Auditor’s remuneration105
F4Subsequent events105
74 | The a2 Milk CompanyThe a2 Milk Company | 75
2018 Annual Report
Financial statements
Notes to the financial statements – Basis of preparation
for the year ended 30 June 2018
New standards and interpretations not yet adopted
Certain new accounting standards have been published that are relevant to the Group’s operations but are not yet mandatory for the
30 June 2018 accounting period. The Group’s current assessment of the impact of these is set out below.
Accounting standardRequirementImpacts in future periods
NZ IFRS 15:
Revenue from
Contracts with
Customers
NZ IFRS 15 will become mandatory for the Group’s
annual reporting period ending 30 June 2019, with
transition as at 1 July 2018.
It replaces the existing revenue standard
and interpretations and is based on the identification
of performance obligations under a contract to
determine revenue treatment.
The impact assessment of this standard is
substantially completed. Based on the work
performed to date, no material retrospective or
prospective impact is expected on the financial
statements of the Group for the year ended 30 June
2018; when the Group reports for the first time
under this standard in FY2019.
In future periods additional disclosures will be
required, including: the disaggregation of total
revenue; information about performance obligations;
movements in contract receivables and payables; and
key judgments and estimates employed.
NZ IFRS 16:
Leases
NZ IFRS 16 will become mandatory for the Group’s
annual reporting period ending 30 June 2020,
replacing the existing leases standard.
The new standard removes the distinction between
operating and finance leases, recognising all
lease assets and liabilities on balance sheet, with
limited exceptions for short-term leases and low value
assets.
As a right-to-use asset and a lease liability will
be recognised for operating leases, the change will
result in a more front-loaded expense pattern
for operating leases as compared to current
straight-lining, with lease expense allocated to
interest and depreciation.
The right-to-use asset and lease liability will be
determined based on the present value of future
lease payments.
The impact assessment for this standard is to be
carried out during FY2019.
NZ IFRIC
Interpretation 23:
Uncertainty over
Income Tax
Treatment
The interpretation will apply to the Group’s annual
reporting period ending 30 June 2020, addressing the
accounting for income taxes when tax treatments
involve uncertainty that affects the application of NZ
IAS 12, and specifically:
• The assumptions made about the examination of
tax treatments by taxation authorities;
• How taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits and tax rates are
determined; and
• How changes in facts and circumstances are
considered.
Decisions must be made on whether to consider each
uncertain tax treatment separately or together with
one or more other uncertain tax treatments. The
approach that better predicts the resolution of the
uncertainty is to be followed.
The Group will apply the interpretation from
1 July 2019.
The Group operates in a complex multinational
tax environment. In the event of an uncertainty
over income tax treatment arising, applying the
interpretation may affect its consolidated
financial statements and required disclosures.
Amendment to
references to
the Conceptual
Framework in
NZ IFRS Standards
This standard makes amendments to various NZ IFRS
standards to reflect the issue of the revised Conceptual
Framework for Financial Reporting in May 2018. The
standard updates references to, or quotations from,
previous versions of the Framework contained in many
Standards, and applies to annual reporting periods
beginning on or after 1 January 2020.
The potential effect of the standard, and the
Conceptual Framework for Financial Reporting
to which it refers, on the Group’s financial
statements has not yet been determined.
There are no other standards that are not yet effective and that are expected to have a material impact on the Group in the current or future
reporting periods.
Changes in significant accounting policies
The Group has applied all of the new and revised Standards and
Interpretations issued by the New Zealand External Reporting Board
that are relevant to the Group’s operations and effective for the
current accounting period. Their application has not had any
material impact on the Group’s assets, profits or earnings
per share for the year ended 30 June 2018.
Adoption of NZ IFRS 9 (2014) Financial Instruments
The Group has early adopted NZ IFRS 9 Financial Instruments
with a date of initial application of 1 July 2017. The requirements of
NZ IFRS 9 represent a significant change from NZ IAS 39 Financial
Instruments: Recognition and Measurement.
The key changes to the Group’s accounting policies resulting from
its adoption of NZ IFRS 9 are summarised below.
Classification of financial assets
NZ IFRS 9 contains three principal classification categories for
financial assets: measured at amortised cost, fair value through
other comprehensive income (FVOCI) and fair value through
profit or loss (FVTPL). The classification of financial assets under
NZ IFRS 9 is generally based on the business model in which a
financial asset is managed and its contractual cash flow
characteristics. Compared to NZ IAS 39, the standard imposes
stricter requirements for determining those financial assets that
can be recognised at amortised cost or fair value.
Under NZ IFRS 9, the Group’s financial assets consist of: cash and
short-term deposits and trade receivables, measured at amortised
cost; and a listed equity investment measured at FVOCI.
Classification of financial liabilities
Under NZ IFRS 9, the Group’s financial liabilities are trade and other
payables, measured at amortised cost.
Classification impact
The adoption of NZ IFRS 9 has not had a significant effect on
classification or the Group’s accounting policies for financial
assets and liabilities.
Impairment of financial assets
NZ IFRS 9 replaces the ‘incurred loss’ model in NZ IAS 39 with an
‘expected credit loss’ model. The new impairment model applies to
financial assets measured at amortised cost, but not to FVOCI equity
investments. Under NZ IFRS 9, credit losses are recognised earlier
than under NZ IAS 39.
Given the nature of the Group’s trade receivables, the expected
credit loss model did not materially change the impairment
allowance for doubtful debts.
Transition
Changes in accounting policies resulting from the adoption of NZ
IFRS 9 (2014) are applied retrospectively. There is no restatement of
prior periods as there is no significant change in the recognition and
measurement of cash and short-term deposits and trade and other
receivables and payables under the new standard.
The Group has made an irrevocable election to classify the listed
investment made in March 2017 at FVOCI, which does not result
in any restatement of prior periods.
Other than cash and short-term deposits and trade and other
receivables and payables, and the listed equity investment as
noted above, the Group had no other financial assets and liabilities
as at 1 July 2017, or in prior periods, requiring transition
treatment consideration.
76 | The a2 Milk CompanyThe a2 Milk Company | 77
2018 Annual Report
Financial statements
B1. Operating segments (continued)
2018
Australia and
New Zealand
$’000
China and
other Asia
$’000
UK and USA
$’000
Total
$’000
Consolidated sales656,309233,64632,399922,354
Other revenue3212–323
Reportable segment revenue656,630233,64832,399922,677
Reportable segment results (Segment EBITDA)262,18981,275( 27, 6 3 8 )315,826
Corporate EBITDA(32,789)
Group EBITDA283,037
Reconciliation to consolidated statement of comprehensive income:
Interest income2,369
Depreciation and amortisation(2,174)
Income tax expense(87,548)
Consolidated profit after tax195,684
2017
Australia and
New Zealand
$’000
China and
other Asia
$’000
UK and USA
$’000
Total
$’000
Consolidated sales439,34288,88521,020549,247
Other revenue279––279
Reportable segment revenue439,62188,88521,020549,526
Reportable segment results (Segment EBITDA)155,34 832,747(22,500)165,595
Corporate EBITDA(24,442)
Group EBITDA141,153
Reconciliation to consolidated statement of comprehensive income:
Interest income887
Depreciation and amortisation(2,689)
Income tax expense(48,705)
Consolidated profit after tax90,646
Revenue by product type
2018
$’000
2017
$’000
Infant formula724,248394,026
Liquid milk142,360125,872
Other56,06929,628
922,677549,526
Three customers within the Australia and New Zealand segment each contributed revenue in excess of 10% of Group revenue of
$131,374,000 (2017: $77,509,000), $110,651,000 (2017: $40,564,000) and $92,720,000 (2017: $72,248,000) respectively.
B. Group performance
This section explains the results and performance of the Group for the year, including segment information, earnings per share and taxation.
The Group’s key performance measures are segment revenue and segment results before interest, tax, depreciation and amortisation
(Segment EBITDA, a non-GAAP measure). Further information and analysis of performance can be found in the Year in Review report,
which forms part of this Annual Report.
B1. Operating segments
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief
operating decision maker in order to allocate resources to the segment and assess its performance.
For management purposes, the Group is organised into business units based on geographical location along with a corporate function, and
has three reportable operating segments as follows:
• The Australia and New Zealand segment receives external revenue from infant formula, milk and other dairy products, along with royalty
and licence fee income
• The China and other Asia segment receives external revenue from the export of infant formula, milk and other dairy products to China
and other Asia. This segment is responsible for the infant formula supply chain from New Zealand to all markets
• The United Kingdom and USA segment receives external revenue from milk and infant formula sales
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation
and performance assessment. Segment performance is assessed on segment EBITDA and is measured in conformity with the accounting
policies adopted for preparing and presenting the financial statements of the Group.
Notes to the financial statements – Group performance
for the year ended 30 June 2018
78 | The a2 Milk CompanyThe a2 Milk Company | 79
2018 Annual Report
Financial statements
B2. Expenses (continued)
2018
$’000
2017
$’000
Other expenses
Audit fees609434
Bad and doubtful debts29–
Consultancy, accounting and secretarial fees8,9577, 02 2
Directors’ fees and expenses968787
Legal expenses5,3014,300
Loss on disposal, plant and equipment–103
Patents, trademarks, and research and development4,3674,389
Occupancy expenses2,0711,489
Depreciation and amortisation2,1742,689
Promotion and merchandising9871,072
Impairment of intangible assets–2,435
Other operating expenses10,4745,837
35,93730,557
Finance costs
Other finance costs138135
138135
B3. Earnings per share (EPS)
20182017
Profit attributable to members of the Company used in calculating basic and diluted EPS ($’000)195,68490,646
Weighted average number of ordinary shares (‘000) for basic EPS724,685716,047
Effect of dilution due to partly paid ordinary shares, share options and performance rights (‘000)19,27821,468
Weighted average number of ordinary shares (‘000) for diluted EPS743,9637 37, 515
Basic EPS (cents)27. 0 012.66
Diluted EPS (cents)26.3012.29
Recognition and measurement
Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than
dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.
Diluted EPS adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of
interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
B1. Operating segments (continued)
Recognition and measurement
Revenue is recognised and measured at the fair value of the consideration received or receivable.
Sale of goods
Revenue from the sale of goods results from the sale of A1 protein free branded infant formula, milk and related products, and is recognised
when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable and there
is no continuing management involvement with the goods. Revenue is recognised net of trade discounts, volume rebates and similar
allowances.
Interest revenue
Interest revenue is accrued on a time basis, by reference to the principal and the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.
Other segment information
2018
Australia and
New Zealand
$’000
China and
other Asia
$’000
UK and USA
$’000
Corporate
$’000
Total
$’000
Additions to non-current assets1,789268112,7784,846
Depreciation and amortisation1,2335481202732,174
Segment assets208,491129,99727, 2 3 8356,852722,578
Segment liabilities23,52976,8249,89356,623166,869
2017
Additions to non-current assets8451341931,2992,471
Depreciation and amortisation1,10 45768111982,689
Segment assets101,472108,81610,877122,765343,930
Segment liabilities24,75937, 4 614,90435,324102,448
The majority of the Group’s revenue is generated from customers, and the majority of its non-current assets (other than financial
instruments, and deferred tax assets) are located, outside of its country of domicile (New Zealand).
The China and other Asia segment includes assets and liabilities related to the infant formula supply chain from New Zealand to all
markets.
B2. Expenses
2018
$’000
2017
$’000
Administrative expenses
Equity settled share-based payments2,6122,528
Salary and wage costs32,14 020,477
Travel costs5,8933,969
Other administrative expenses6,6175,472
47, 26 232,446
Notes to the financial statements – Group performance
for the year ended 30 June 2018
80 | The a2 Milk CompanyThe a2 Milk Company | 81
2018 Annual Report
Financial statements
B4. Income taxes (continued)
Deferred tax balances
Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be
available, against which the tax asset can be utilised.
2018
Opening
balance
$’000
Charge
in period
$’000
Closing
balance
$’000
Gross deferred tax assets
Patents114(15)99
Accrued expenses1,9132,0243,937
Tax losses32714 4471
Other21964985
2,3753 ,1175,492
Gross deferred tax liabilities
Property, plant & equipment(662)132(530)
Foreign exchange (gains)/losses 241(342)(101)
(421)(210)(631)
Net deferred tax 1,9542,9074,861
Charge to profit & loss2,880
Charge to OCI27
2,907
2017
Opening
balance
$’000
Charge
in period
$’000
Closing
balance
$’000
Gross deferred tax assets
Patents4965114
Accrued expenses2,628(715)1,913
Tax losses694(367)327
Other418(397)21
3,789(1,414)2,375
Gross deferred tax liabilities
Property, plant & equipment(607)(55)(662)
Foreign exchange losses 98143241
(509)88(421)
Net deferred tax 3,280(1,326)1,954
Charge to profit & loss(1,042)
Charge to OCI(284)
(1,326)
B4. Income taxes
2018
$’000
2017
$’000
Income tax recognised in profit or loss
Current tax 92,16746,788
Prior period adjustment to tax expense – current tax (1,739)875
Prior period adjustment to tax expense – deferred tax99(424)
Deferred tax origination and reversal of temporary differences(2,979)1,466
Total tax expense87,54848,705
The prima facie income tax on pre-tax accounting profit from operations reconciles to:
Profit from operations283,232139,351
Income tax expense calculated at 28% (2017: 28%)79,30539,018
Difference in income tax rates: UK (19.75%), Australian (30%), USA (34.42%), and China (25%)3,1951,16 8
Non-deductible expenses2,16 83,473
Prior period adjustment to tax expense(1,640)451
Deferred tax impact to tax expense for permanent establishments(66)(91)
Unutilised foreign tax credits forfeited2,009259
Deferred tax asset not recognised2,5774,427
Total tax expense87,54848,705
Income tax recognised directly in equity
Current tax–(1,071)
Deferred tax(27)284
Tax benefit in Other Comprehensive Income (OCI)(27)(787)
Notes to the financial statements – Group performance
for the year ended 30 June 2018
82 | The a2 Milk CompanyThe a2 Milk Company | 83
2018 Annual Report
Financial statements
B4. Income taxes (continued)
Recognition and measurement
Income tax expense represents the sum of the tax currently payable
and deferred tax.
Current and deferred tax are recognised as an expense or income in
profit or loss, except when they relate to items credited or debited
in other comprehensive income, in which case that tax is recognised
in other comprehensive income; or where they arise from the initial
accounting for a business combination.
The tax currently payable is based on taxable profit for the year. The
Group’s liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet date,
and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised on differences between the carrying
amount of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit,
and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable
temporary differences, and deferred tax assets are generally
recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available in the future against
which those deductible temporary differences can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that
are expected to apply in the period in which the liability is settled or
the asset realised, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the balance sheet date. The
measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
The carrying amount of deferred tax assets is reviewed at each
reporting date for recoverability. Likewise, unrecognised tax assets
(not booked to balance sheet) are re-assessed at each reporting
date, and recognised, to the extent that future taxable profits are
deemed likely to allow the asset to be recovered.
Key estimates and judgements
Recovery of deferred tax assets
Deferred tax assets are recognised for unused tax losses,
unused tax credits and deductible temporary differences,
to the extent that it is probable that future taxable profits
will be available against which they can be used.
Judgement is required when deferred tax assets are reviewed
at each reporting date. Deferred tax assets may be reduced to
the extent that it is no longer probable that future taxable
profits will be available.
Assumptions about the generation of future taxable profits
depend on management’s estimates of future cash flows.
Changes in expectations for the future performance of the
business may impact the amount of deferred tax assets
recoverable and recognised on the statement of financial
position and the amount of other tax losses and temporary
differences not yet recognised.
B4. Income taxes (continued)
Deferred tax balances (continued)
2018
$’000
2017
$’000
Net deferred tax balances recognised in the financial statements
Net deferred tax assets4,8611,954
Net deferred tax liabilities––
Net deferred tax4,8611,954
Tax losses
The Group has the following estimated gross tax losses at balance date not recognised:
2018
$’000
2017
$’000
United Kingdom41,67621,360
United States of America24 , 41117, 5 0 4
Australia527955
Total66,61439,819
Imputation and franking credits
The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit and
franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies stated on
an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to declare
dividends. The franking credit account balance is stated in NZ$, with the balance available for distribution dependent on future exchange
rate movements.
Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company:
2018
$’000
2017
$’000
Imputation credits25,69212,323
Franking credits131,45858,927
Notes to the financial statements – Group performance
for the year ended 30 June 2018
84 | The a2 Milk CompanyThe a2 Milk Company | 85
2018 Annual Report
Financial statements
C3. Trade & other payables
Trade & other payables – current
2018
$’000
2017
$’000
Trade payables66,07634,084
Accruals43,86232,933
Employee entitlements6,2544,333
116 ,19271,350
Trade & other payables – non-current
2018
$’000
2017
$’000
Employee entitlements120100
Recognition and measurement
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate
method. They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase
of goods and services. The amounts are unsecured.
Employee entitlements
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is
probable that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the
remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as 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.
C. Operating assets and liabilities
This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate the
Group’s performance.
C1. Trade & other receivables
2018
$’000
2017
$’000
Trade receivables59,83668,818
Allowance for impairment(37)(96)
Other receivables5,6924,152
65,49172,874
The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial risk
management.
Recognition and measurement
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using
the effective interest rate method, less any lifetime expected credit losses.
C2. Inventories
2018
$’000
2017
$’000
Raw materials 5,0511,142
Finished goods 50,6 4110,028
Goods in transit8,40917, 26 7
Total inventories at the lower of cost and net realisable value6 4,10128,437
During the year, $1,296,000 (2017: $50,000) was recognised as an expense in cost of sales for inventories written down to net realisable
value.
Recognition and measurement
Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average methods.
Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.
Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
Key estimates and judgements
Recovery of inventory
Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected
future selling price of such inventory. Changes in trading and economic conditions, and changes in country specific regulations,
may impact these estimations in future periods.
Notes to the financial statements – Operating assets
and liabilities for the year ended 30 June 2018
86 | The a2 Milk CompanyThe a2 Milk Company | 87
2018 Annual Report
Financial statements
C5. Intangible assets
2018
Patents
$’000
Trademarks
$’000
Software
$’000
Project
development
$’000
Goodwill
$’000
Total
$’000
Carrying amount 1 July 20178527805601,04810,04113,281
Additions1282,03120141–2,320
Amortisation(31)–(277)(388)–(696)
Net foreign currency
exchange differences––172168187
Carrying amount 30 June 20189492, 81132080310,20915,092
Cost1,1392, 8111,8194,45310,20920,431
Accumulated amortisation and
impairment(190)–(1,499)(3,650)–(5,339)
Carrying amount 30 June 20189492, 81132080310,20915,092
2017
Patents
$’000
Trademarks
$’000
Software
$’000
Project
development
$’000
Goodwill
$’000
Total
$’000
Carrying amount 1 July 20168329027073,57110,38116,393
Additions39250301231-821
Disposals--(34)--(34)
Amortisation(19)-(410)(1,033)-(1,462)
Impairment-(372)-(1,715)(348)(2,435)
Net foreign currency
exchange differences--(4)(6)8(2)
Carrying amount 30 June 20178527805601,04810,04113,281
Cost1, 0117801,74 44,28210,04117, 8 5 8
Accumulated amortisation and
impairment(159)-(1,18 4)(3,234)-(4,577)
Carrying amount 30 June 20178527805601,04810,04113,281
Trademarks are allocated to the following cash generating units (CGUs) for the purpose of impairment testing: Australia and New Zealand
$185,000 (2017: $198,000); China and other Asia $2,446,000 (2017: $489,000); UK and USA $180,000 (2017: $93,000).
During the year the total value of research and development costs expensed was $3,629,000 (2017: $2,948,000).
Recognition and measurement
The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the
expenditure generating future economic benefits for the Group.
Patents
Patents are considered to have a finite life and are amortised on a straight line basis over the lifetime of the patent.
Trademarks
Trademarks are not subject to amortisation as they are considered to have an indefinite life, and are tested for impairment annually and
whenever there is an indication that the asset may be impaired.
Software
Software is amortised on a straight line basis over 2 to 3 years.
C4. Property, plant & equipment
2018
Office &
computer
$’000
Furniture &
fittings
$’000
Leasehold
improvements
$’000
Plant &
equipment
$’000
Total property,
plant &
equipment
$’000
Carrying amount 1 July 20172492666727,1718,358
Additions230423741,8802,526
Depreciation(164)(64)(274)(976)(1,478)
Net foreign currency exchange differences71031247295
Carrying amount 30 June 20183222548038,3229,701
Cost9753941,31614,05816,743
Accumulated depreciation(653)(140)(513)(5,736)( 7, 0 42)
Carrying amount 30 June 20183222548038,3229,701
2017
Office &
computer
$’000
Furniture &
fittings
$’000
Leasehold
improvements
$’000
Plant &
equipment
$’000
Total property,
plant &
equipment
$’000
Carrying amount 1 July 2016113152277,7 268,018
Additions2412178143781,650
Disposals–(69)––(69)
Depreciation(104)(30)(159)(934)(1,227)
Net foreign currency exchange differences(1)(4)(10)1(14)
Carrying amount 30 June 20172492666727,1718,358
Cost72233890411,7 7113,735
Accumulated depreciation(473)(72)(232)(4,600)(5,377)
Carrying amount 30 June 20172492666727,1718,358
Recognition and measurement
All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that
is directly attributable to the acquisition of the item.
Depreciation is calculated on a straight line basis so as to write off the net cost of the asset over its expected useful life to its estimated
residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any
changes in estimate accounted for on a prospective basis. The following estimated useful lives are used in the calculation of depreciation:
Plant and equipment 10-15 years
Furniture and fittings 5-10 years
Office and computer equipment 2-10 years
Leasehold improvements 2-10 years
The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic benefits
are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.
Notes to the financial statements – Operating assets
and liabilities for the year ended 30 June 2018
88 | The a2 Milk CompanyThe a2 Milk Company | 89
2018 Annual Report
Financial statements
C5. Intangible assets (continued)
Annual impairment testing as at 30 June 2018
The recoverable amount of goodwill and trademarks has been
determined on a value in use basis using a discounted cash flow
approach, and projections based on financial budgets approved by
the Board, and 4-year forward plans approved by management.
Key assumptions
• Discount rates (pre-tax): 8% to 9% (2017: 10.0%)
• Terminal growth rate: 2.0%. (2017: 2.0%)
Sensitivity to change in assumptions
The calculation of value in use is most sensitive to the
following assumptions:
• Gross margins
• Discount rates
• Revenue growth during the forecast period
• Growth rates used to extrapolate cash flows beyond the forecast
period (terminal growth rate)
Gross margins – Gross margins are based on budgeted margins for
FY2019, and estimates for future years, adjusted where appropriate
to account for expected future trading conditions. Consideration
has been given to the growth profile of each CGU when forecasting
future margin returns.
Discount rates – Discount rates represent the risks specific to each
CGU, taking into consideration the time value of money and
individual risks of the underlying cash flows expected from the CGU
being assessed. CGU specific risk is incorporated by applying
individual beta factors. The discount rate calculation is based on the
specific circumstances of the Group and its CGUs and is derived
from its weighted average cost of capital (WACC). The WACC
considers both debt and equity. The cost of equity is derived from
the expected return on investment by the Group’s investors. Noting
that the Group had no debt at 30 June 2018, the cost of debt is
based on the capital structure that could be expected from a similar
market participant.
Revenue growth – Revenue projections have been constructed with
reference to the FY2019 budget and 4-year forward looking plans,
and adjusted for recent performance trends across the regions
(where necessary).
Terminal growth rate – A terminal growth rate of 2.0% has been
used for future cash flow growth beyond the 4-year forecast
period.
The terminal value (being the total value of expected cash flows
beyond the forecast period) is discounted to present values using
the discount rate specific to each CGU.
As at 30 June 2018, the recoverable amount of the Group’s CGUs
exceeds their carrying amounts. The directors believe that no
reasonably possible change in any of the key assumptions would
cause the recoverable amount of a CGU to be less than its carrying
value. Based on this assessment, no impairment write downs are
considered necessary.
C6. Other financial assets
2018
$’000
2017
$’000
Listed investment at fair value186,86262,049
The listed investment is in Synlait Milk Limited (Synlait). Synlait is
a dairy processing company (listed on the New Zealand Stock
Exchange and Australian Securities Exchange) with which the Group
has an ongoing Nutritional Powders Manufacturing and Supply
Agreement. No dividends were received from this investment during
the year (2017: $nil)
During the period, a further 0.949% of the share capital of Synlait
was purchased for $16,073,000, giving a total holding of 9.114%
as at 30 June 2018.
Subsequent event
Subsequent to the end of the financial year, on 3 August 2018 the
Company announced that it had made a further investment in
Synlait, acquiring 14,840,527 shares for $162,332,000, increasing
its total holding in Synlait to 17.394%.
Recognition and measurement
This listed investment is a long-term investment classified as a
financial asset measured at fair value through other comprehensive
income. The Group does not control or have significant influence
over the investee.
Unrealised gains or losses arising from changes in fair value are
recognised through other comprehensive income in the Fair Value
Revaluation Reserve within equity.
C5. Intangible assets (continued)
Recognition and measurement (continued)
Project development costs
Project development expenditure is capitalised only when the
Group can demonstrate: the technical feasibility of completing the
intangible asset so that it can be available for use or sale; the
potential for the asset to generate future economic benefits on
completion; and the ability to measure reliably the expenditure
attributable to the asset during its development. Amortisation
commences when the asset is available for use.
Project development costs are amortised over a maximum useful life
of 5 years.
Goodwill
Goodwill is recognised on business acquisitions, representing the
excess of the cost of acquisition over the Group’s interest in the net
fair value of the identifiable assets, liabilities and contingent
liabilities of the business recognised at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated impairment
losses. For the purposes of impairment testing, goodwill acquired in
a business combination is, from the date of acquisition, allocated to
the Group’s cash-generating units that are expected to benefit from
the synergies of the combination.
Impairment testing for cash-generating units (CGUs)
containing goodwill
Goodwill allocation
For the purposes of impairment testing, goodwill is allocated to the
Group’s CGUs which represent the lowest level within the Group at
which goodwill is monitored by internal management as follows:
CGUs
2018
$’000
2017
$’000
Australia & New Zealand 8,2457,9 8 0
UK1,9642,061
10,20910,041
The movement in goodwill is solely attributable to foreign exchange
movements.
Recognition and measurement
Impairment testing of non-financial assets
Assets that have an indefinite useful life, such as goodwill and
trademarks, are not amortised but are tested annually for
impairment. Assets that are subject to amortisation are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is
the higher of the 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 flows
(cash-generating units).
Impairment losses are recognised in the statement of
comprehensive income. They are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU, and then to
reduce the carrying amount of the other assets in the CGU on a
pro-rata basis.
An impairment loss in respect of goodwill is not reversed.
Non-financial assets other than goodwill that have been impaired
are reviewed for possible reversal at each reporting date. An
impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
Key estimates and judgements
Goodwill and intangibles
Judgements are made with respect to identifying and valuing
intangible assets on acquisitions of new businesses.
The Group assesses whether goodwill and intangibles with
indefinite useful lives are impaired at least annually. These
calculations involve judgements to estimate the recoverable
amount of the cash-generating units to which the goodwill
and intangibles with indefinite useful lives are allocated.
Notes to the financial statements – Operating assets
and liabilities for the year ended 30 June 2018
90 | The a2 Milk CompanyThe a2 Milk Company | 91
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Financial statements
D2. Financial risk management (continued)
Ageing of trade receivables at the reporting date:
Gross
2018
$’000
Impairment
2018
$’000
Gross
2017
$’000
Impairment
2017
$’000
Not past due54,006–65,393–
Past due up to 90 days5,639–2,818–
Past due 91 to 180 days191(37)493(54)
Past due 181 days to one year––114(42)
More than one year––––
59,836(37)68,818(96)
The average credit period on sales is 25 days (2017: 38 days). No interest is charged on trade receivables outstanding.
Movement in impairment allowance for expected credit loss
2018
$’000
2017
$’000
Balance at beginning of year96112
Amount charged to the statement of comprehensive income29–
Provisions reversed(91)(16)
Net foreign currency exchange differences3–
3796
Market risk
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.
The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar. The Group’s
holding of a listed investment also exposes it to equity price risk.
Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the Group’s
exposure to market risks or the way it manages and measures risk.
D. Capital and financial risk management
This section outlines how the Group manages its capital structure
and its exposure to financial risk, and provides details of its balance
sheet liquidity and access to financing facilities.
D1. Capital management
The Group’s objective when managing its capital is to generate
long-term value for shareholders and sufficient reserves to fund the
business. The Group is not subject to externally imposed capital
requirements, and currently has no debt.
The Group’s capital structure may be modified by payment of
dividends to shareholders, returning capital to shareholders, or
issuing new shares.
The Company’s Board of Directors reviews the capital
structure, including dividend policy, at least twice a year
before announcing results.
The Board continues to consider the appropriate use of the
Company’s available capital to support the Company’s growth
strategy and supply chain development, including a review of
opportunities to invest in blending and canning capability where
appropriate as part of our longer-term nutritional products sourcing
arrangements.
D2. Financial risk management
Financial risk management objectives
Exposure to credit risk, market risk (including currency risk and
equity price risk), and liquidity risk arises in the normal course of the
Group’s business.
The Group’s financial risk management processes and procedures
seek to minimise the potential adverse impacts that may arise from
the unpredictability of financial markets.
The Group’s corporate finance function provides treasury services to
the business, co-ordinates access to domestic and international
financial markets, and monitors and manages liquidity and the
financial risks relating to the operations of the Group through
internal risk reports which analyse exposures by degree and
magnitude of these risks.
Policies and procedures are reviewed periodically to reflect both
changes in market conditions and changes in the nature and
volume of Group activities.
The Group does not enter into or trade financial instruments,
including derivative financial instruments, for speculative or hedging
purposes. Specific risk management objectives and policies are set
out below.
The Group uses various methods to measure different types of risk
exposures. These methods include ageing analysis for credit risk,
and sensitivity analysis in the case of foreign exchange risks and
equity price risk.
Credit risk management
Credit risk is the risk of financial loss to the Group if a customer or
the counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s
receivables from customers.
2018
$’000
2017
$’000
Maximum exposures to credit
risk at balance date:
Cash and short-term deposits
(counterparty risk)340,455121,020
Trade and other receivables
(customer credit risk)65,49172,874
405,946193,894
Counterparty risk
At balance date, the Group’s bank accounts were held with banks
with acceptable credit ratings determined by recognised credit
agencies, including National Australia Bank Limited, Bank of New
Zealand Limited, HSBC Bank, Great Western Bank and Lloyds Bank.
The Group does not have any other concentrations of counterparty
credit risk.
Customer credit risk
The Group’s exposure to customer credit risk is influenced mainly by
the individual characteristics of each customer. The majority of sales
are to major retailers with established credit worthiness and
minimum levels of default. Other sales are made cash on delivery.
New customers are analysed individually for creditworthiness,
taking into account credit ratings where available, financial position,
previous trading experience and other factors.
In monitoring customer credit risk, customers are assessed
individually by their debtor ageing profile. Monitoring of receivable
balances on an ongoing basis minimises the exposure to bad debts.
Historically, bad debt write-offs have been negligible.
There are significant concentrations of credit risk within the Group.
In 2018 36% of sales were to three customers, all of whom are
major retailers (2017: 36% sales to three customers). There is no
history of default for these customers.
The provision for impairment is recognised based on an assessment
of lifetime expected credit loss.
Notes to the financial statements – Capital and financial
risk management for the year ended 30 June 2018
92 | The a2 Milk CompanyThe a2 Milk Company | 93
2018 Annual Report
Financial statements
D2. Financial risk management (continued)
Equity price risk
The Group is exposed to equity price risk on its listed investment classified and measured at fair value through other comprehensive income
(FVOCI). This risk is not hedged.
The Group monitors this risk exposure by comparing the movement in the quoted share price of this long-term investment against
movements in the NZX index over the same period.
As at 30 June 2018, the exposure to the listed investment at FVOCI was $186,862,000 (2017: $62,049,000). A 10% increase or decrease in
the share price of this listed investment would result in an increase or decrease of $18,686,000 (2017: $6,205,000) in the fair value
revaluation reserve through other comprehensive income, with no effect on profit or loss.
Liquidity risk management
Liquidity risk is the risk that the Group will be unable to meet its obligations as they fall due. This risk is managed by establishing a target
minimum liquidity level, ensuring that ongoing commitments are managed with respect to forecast available cash inflows.
The Group holds significant cash reserves which enable it to meet its obligations as they fall due, and to support operations in the
event of unanticipated external events.
The Group has no borrowings, but has a standby AUD $10 million debtor finance facility available, undrawn as at 30 June 2018 (2017:
AUD $10 million, undrawn).
Contractual maturities of financial liabilities
The Group’s financial liabilities consist entirely of trade payables and accruals.
2018
$’000
2017
$’000
Financial liabilities
Trade payables66,07634,084
Accruals43,86232,933
109,9386 7, 017
These financial liabilities are all payable within three months (2017: three months), with no interest payable.
Fair values
Fair value hierarchy
Financial instruments carried at fair value are classified by valuation method based on the following hierarchy:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices)
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The listed investment, classified as a financial asset measured at fair value through other comprehensive income, is the only financial
instrument carried by the Group at fair value, with a Level 1 valuation method applied. Carrying amount (equalling fair value) is applied
consistently in the current and prior year to assets and liabilities not recognised in the statement of financial position at fair value.
The following methods and assumptions are used in estimating the fair values of financial instruments:
• listed investment – closing share price as at 30 June 2018 on the New Zealand Stock Exchange; and
• cash and short-term deposits, trade and other receivables and payables – carrying amount equals fair value
D2. Financial risk management (continued)
Foreign currency risk management
The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the US, the United Kingdom, and China;
and the resultant movements in the currencies of those countries against the NZ dollar. The Group does not hedge this risk, but may transfer
cash balances from time-to-time between currencies to reduce exposure or to match underlying liabilities.
Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the
Group based on closing exchange rates as at 30 June, applied to the Group’s financial assets/ (liabilities) at 30 June. Exchange rates and
assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.
The analysis is performed consistently from year to year.
Net exposure on
reporting date
Impact on pre-tax
profit or (loss)
2018$’000$’000$’000
Movement on exchange rate–+10%–10%
AUS Dollar16518(15)
US Dollar(10,790)(1,19 9)981
GB Pounds637(6)
Chinese Yuan Renminbi(4,676)(520)425
Net exposure on
reporting date
Impact on pre-tax
profit or (loss)
2017$’000$’000$’000
Movement on exchange rate–+10%–10%
AUS Dollar58665(53)
US Dollar5,728636(521)
GB Pounds(245)(27)22
Chinese Yuan Renminbi(6,279)(698)571
As the foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other receivables and
payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact on profit or loss.
Exchange rates
The following significant exchange rates applied during the year:
Average rateReporting date spot rate
2018201720182017
AUS Dollar0.91920.94540.92190.9524
US Dollar0.71070.71300.67790.7326
GB Pounds0.52670.56190.518 00.5631
Chinese Yuan Renminbi4.62414.83914.48184.9588
Notes to the financial statements – Capital and financial risk
management for the year ended 30 June 2018
94 | The a2 Milk CompanyThe a2 Milk Company | 95
2018 Annual Report
Financial statements
D5. Share capital
20182017
Movements in contributed equity:
Number
of shares
Share capital
$’000
Number
of shares
Share capital
$’000
Fully paid ordinary shares:
Balance at beginning of year718,238,067134,302712,000,065130,54 8
Movements in the period:
Exercise of options4,231,0002,6663,368,0022,122
Vesting of rights320,000–320,000–
Partly paid shares fully paid7,250,0004,6502,550,0001,666
Share issue costs–(52)–(34)
11,801,0 0 07, 26 46,238,0023,754
Balance at end of year730,039,067141,566718,238,067 134,302
Partly paid ordinary shares:
Balance at beginning of year8,750,000–11,300,000–
Partly paid shares fully paid(7,250,000)–(2,550,000) –
Balance at end of year1,500,000–8,750,000 –
Total ordinary shares on issue731,539,067141,566726,988,067 134,302
Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote per
share at shareholders’ meetings.
Partly paid ordinary shares carry the same rights and entitlements on a fractional basis, as fully paid ordinary shares, with such fractions
being the equivalent to the proportion which the amount paid is of the total amount paid and amounts still payable on the shares.
The company does not have authorised capital or par value in respect of its issued shares.
D6. Reserves
Details of the following reserve accounts are set out in the consolidated statement of changes in equity.
Employee equity settled payments reserve
The employee equity settled payments reserve is used to record the value of share based payments provided to employees and contractors,
including key management personnel.
Fair value revaluation reserve
The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets measured
at fair value through other comprehensive income.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements
of foreign operations.
D3. Cash & short-term deposits
2018
$’000
2017
$’000
Cash at banks and on hand154,75091,020
Short-term deposits185,70530,000
340,455121,020
Bank balances and cash comprise cash held by the Group. Interest is earned at floating rates based on daily bank deposit rates. The carrying
value of cash assets approximates their fair value.
Cash at banks and on hand includes AUD 91,338,000 (2017: AUD 25,697,000), GBP 4,922,000 (2017: GBP 1,332,000), USD 17,093,000
(2017: USD 11,455,000), and RMB 30,788,000 (2017: RMB 1,967,000).
Currency controls restrict the extent to which cash held in China can be converted and remitted for use elsewhere in the Group.
Recognition and measurement
Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand and short-term deposits with an
original maturity of three months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant
risk of changes in value.
D4. Cash flow information
Reconciliation of after tax profit with net cash flows from operating activities
2018
$’000
2017
$’000
Net profit for the year195,68490,646
Adjustments for non-cash items:
Depreciation & amortisation 2,1742,689
Loss on disposal–103
Impairment of goodwill, trademarks and project development costs–2,435
Share-based payments2,6122,528
Net foreign exchange gain(2,537)(991)
Deferred tax(2,907)1,326
Changes in working capital:
Trade and other receivables7, 3 8 3( 27, 4 6 7 )
Prepayments(58)(20,858)
Inventories(35,664)24 ,119
Trade and other payables44,8625,055
Income tax payable19,55920,358
Net cash inflow from operating activities231,10 899,943
Notes to the financial statements – Capital and financial risk
management for the year ended 30 June 2018
96 | The a2 Milk CompanyThe a2 Milk Company | 97
2018 Annual Report
Financial statements
E. Group structure
This section provides details of the Group structure and the entities included in the consolidated financial statements.
E1. Consolidated entities
Details of the Company’s subsidiaries at 30 June 2018 are as follows:
Parties to
Deed of Cross
Guarantee
(note E2)*
Principal place
of business
Proportion of
ownership interest
20182017
Parent entity:
The a2 Milk Company LimitedüNew Zealand––
Subsidiaries:
The a2 Milk Company (Export) Limited –New Zealand100%100%
A2 Holdings UK Limited–New Zealand100%100%
A2 Infant Nutrition Limitedü
#
New Zealand100%100%
The a2 Milk Company (New Zealand) Limited –New Zealand100%100%
a2 Australian Investments Pty. Limited. üAustralia100%100%
a2 Botany Pty LtdüAustralia100%100%
The a2 Milk Company (Australia) Pty LtdüAustralia100%100%
a2 Exports Australia Pty LimitedüAustralia100%100%
a2 Infant Nutrition Australia Pty LtdüAustralia100%100%
The a2 Milk Company Limited –UK100%100%
The a2 Milk Company LLC–USA100%100%
The a2 Milk Company–USA100%100%
The a2 Milk Company Limited–Canada100%100%
A2 Infant Nutrition (Shanghai) Co., Ltd–China100%100%
The a2 Milk Company (Singapore) Pte. Ltd–Singapore100%–
* Each party to the Deed of Cross Guarantee is a member of the ‘closed group’ under the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
# A2 Infant Nutrition Limited has received an ASIC revocation notice under section 601 CK(7) of the Corporations Act 2001, providing relief from the requirement to
prepare and lodge an audited financial report in Australia.
The a2 Milk Company (Singapore) Pte. Ltd was incorporated on 5 October 2017. There were no other entities over which the Company
gained or lost control during the year.
All subsidiaries have a balance date of 30 June, except for The a2 Milk Company LLC, A2 Infant Nutrition (Shanghai) Co., Ltd, and The a2
Milk Company (Singapore) Pte. Ltd which have a balance date of 31 December.
Recognition and measurement
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those of
the Group.
Transactions eliminated on consolidation
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in
preparing the consolidated financial statements.
D7. Capital expenditure commitments
As at 30 June 2018, there were no capital expenditure commitments (2017: $nil).
D8. Operating lease commitments
The Group has entered into operating leases for office and industrial premises, and motor vehicles. There are no financial restrictions placed
upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for additional terms.
All lease contracts contain market review clauses in the event that the Company exercises its option to renew. The Company has an option
to purchase a leased industrial property at the expiry of the relevant lease period.
Future minimum rentals payable under non-cancellable operating leases
2018
$’000
2017
$’000
Not longer than 1 year2,1261,702
Longer than 1 year and not longer than 5 years3,7264,720
Longer than 5 years––
5,8526,422
Recognition and measurement
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date,
whether fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the
asset, even if that right is not explicitly specified in an arrangement.
Group as a lessee
Leases under which a significant proportion of the risks and rewards remain with the lessor are classified as operating leases.
Operating lease payments are recognised as an operating expense in the statement of comprehensive income 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.
D9. Contingent liabilities
As at 30 June 2018, there were no material contingent liabilities (2017: $nil).
Notes to the financial statements – Capital and financial risk
management for the year ended 30 June 2018
Notes to the financial statements – Group structure
for the year ended 30 June 2018
98 | The a2 Milk CompanyThe a2 Milk Company | 99
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Financial statements
E2. Deed of cross guarantee (continued)
Statement of financial position
as at 30 June 2018
2018
$’000
2017
$’000
Assets
Current assets
Cash & short-term deposits 311, 3 4 6112, 28 9
Trade & other receivables 67,22279,564
Prepayments35,43135,284
Inventories62,52027, 8 71
Total current assets476,519255,008
Non-current assets
Property, plant & equipment 9,2548,019
Intangible assets13,02811, 0 93
Other financial assets141,29585,462
Deferred tax asset3,7621,730
Total non-current assets167,339106,304
Total assets643,858361,312
Liabilities
Current liabilities
Trade & other payables121,47465,784
Income tax payable50,53031,173
Total current liabilities172,0 0 496,957
Non-current liabilities
Trade & other payables1,2471,225
Total non-current liabilities1,2471,225
Total liabilities173, 2519 8 ,182
Net assets470,607263,13 0
Equity
Share capital 141,566134,302
Retained earnings 323,797126,765
Reserves 5,2442,063
Total equity470,607263,13 0
E2. Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned subsidiaries
listed in Note E1 as parties to the Deed of Cross Guarantee are relieved from the Corporations Act 2001 requirements for preparation, audit
and lodgement of financial reports and directors’ reports in Australia.
It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross
Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the event
of winding up of the other party under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the
Act, the guarantee will only apply if after six months after a resolution or order for winding up any creditor has not been paid in full.
A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities
which are parties to the Deed of Cross Guarantee (each party being a member of the closed group), after eliminating all transactions
between parties to the Deed of Cross Guarantee, at 30 June 2018 are set out as follows:
Statement of comprehensive income and retained earnings
for the year ended 30 June 2018
2018
$’000
2017
$’000
Revenue8 9 6 , 611528,507
Expenses(617,080)(384,625)
Finance income (net)3,18 01,246
Profit before tax28 2,711145,128
Income tax expense(85,679)(47, 6 41)
Profit after tax197,03297, 4 8 7
Other comprehensive income5694,197
Total comprehensive income for the year197, 6 01101,68 4
Retained earnings at beginning of the year126,76529,278
Transfers to and from reserves(569)(4,197)
Retained earnings at end of year323,797126,765
Notes to the financial statements – Group structure
for the year ended 30 June 2018
100 | The a2 Milk CompanyThe a2 Milk Company | 101
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Financial statements
F2. Share-based payments
Long term incentives (LTI)
The LTI plan is designed to retain and motivate senior executives and management to achieve the Group’s long term strategic goals by
providing rewards that align the interests of the executives and management with shareholders. Performance rights are currently issued
under the LTI plan; and options were previously issued in FY2015 and FY2016.
During the year the Board authorised the issue of 710,200 performance rights (2017: 982,000) to senior employees under the LTI plan.
The FY2018 and FY2017 awards vest subject to an earnings per share (EPS) performance hurdle, and continuing employment. The absolute
EPS hurdle is a minimum diluted EPS compound annual growth rate (CAGR) increase of 15% over the performance period, with no
retesting. 50% of the awards will vest if diluted EPS CAGR of 15% is achieved, and up to a maximum of 100% of the award will vest if
diluted EPS CAGR of either 20% or more, or 25% or more is achieved, as follows:
Grants:Performance periodPerformance hurdles
50%100%
FY2017
982,000 rights3 yearsEPS CAGR 15%EPS CAGR 25%
FY2018
406,000 rights3 yearsEPS CAGR 15%EPS CAGR 20%
304,200 rights2 yearsEPS CAGR 15%EPS CAGR 25%
The FY2016 awards of options vest subject to share price growth performance hurdles over a five year performance period, and continuing
employment. The absolute share price growth hurdle is a minimum share price CAGR of 10% over the performance period, subject to
annual retesting until the performance condition is met, or the performance period ends.
On vesting, options are exercised on payment of the exercise price. No amount is payable upon vesting of the rights and conversion to
shares. Each exercised option or right is an entitlement to one fully paid share in the Company.
No dividends are paid on options and rights, and they do not entitle their holder to attend or vote at Company meetings.
LTI outstanding as at 30 June 2018NumberGrant datesVesting dateExpiry date
Performance rights – FY2017 grants902,0008 - Feb -17 &
10 - Mar-17
8-Feb-20
& 10-Mar-20
8-Feb-20 &
10-Mar-20
Performance rights – FY2018 grants710,20028 -Sep -17 &
6 - Mar-18
1-Sep-20 &
6 -Mar-21
28-Jun-21
& 6 - D e c-21
1,612,20 0
Options – FY2015 grants3,300,00030 - Mar-1530-Mar-16 –
30-Mar-20
30-Jun-20
Options – FY2016 grants9,10 0,9 9 812-Aug -1512-Aug -16 –
12-Aug -20
12- May-21
12,4 0 0,998
F. Other disclosures
F1. Related party transactions
Ultimate Parent
The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries as listed
in Note E1.
Key management personnel
Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and
controlling the activities of the Group, and includes the directors, and a number of senior executives.
Key management personnel compensation:
2018
$’000
2017
$’000
Short-term employee benefits4,7175,770
Other long-term benefits155105
Share-based payments1,1102,033
5,9827,9 0 8
Key management personnel include the following senior executives:
Chief Financial Officer
Chief Executive, Asia Pacific
Chief Executive, USA
Owing to ongoing growth and the evolution of the management structure of the business, the senior executives noted above are identified
as key management personnel for the year ended 30 June 2018.
Transactions with key management personnel and their related parties
The following table provides details of transactions that were entered into for the relevant financial year.
Related partiesSales Other transactions
Outstanding
receivables/ (payables)
2018
$’000
2017
$’000
2018
$’000
2017
$’000
2018
$’000
2017
$’000
A2 Holdings UK Limited – consultancy fees payable to
Lovat Partners Limited, an entity controlled by David
Hearn, Chair of the Company. The fees were charged at
commercial rates.––8575(85)–
A2 Infant Nutrition Australia Pty Ltd sells infant formula
and whole milk powder products to a pharmacy owned
and managed by the spouse of a member of the key
management personnel of the Company. Sales are
made at arm’s length, on standard commercial terms.–8,540––––
No amounts were receivable from related parties at year end.
Loans to key management personnel and their related parties
No loans were outstanding or made to key management personnel and their related parties at any time during the 2018 and 2017 financial years.
Notes to the financial statements – Other disclosures
for the year ended 30 June 2018
102 | The a2 Milk CompanyThe a2 Milk Company | 103
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Financial statements
F2. Share-based payments (continued)
Partly paid shares (PPS) – legacy scheme
Partly paid ordinary shares were issued in financial years prior to 30 June 2014. No further grants will be awarded under this scheme. A total
of 1,500,000 PPS (2017: 8,750,000) remain unexercised as at 30 June 2018, held by one senior executive (2017: three senior executives).
The PPS vest in tranches during the vesting period, with final vesting dates between July 2018 and April 2019 (settlement date).
The employees have an unconditional right to put the partly paid shares to the Company prior to settlement date and receive a full
refund of any monies paid.
Partly paid shares carry the same rights and entitlements, on a fractional basis, as fully paid ordinary shares, with such fractions being
equivalent to the proportion which the amount paid is of the total amount paid and the amounts still payable on the shares.
Partly paid shares movements:
Number
2018
Number
2017
Outstanding at the beginning of the year8,750,00011,300,000
Forfeited during the period
––
Exercised during the period (7,250,000)(2,550,000)
Outstanding at the end of the year1,500,0008,750,000
Exercisable at end of year–2,950,000
The weighted average remaining contractual life of PPS is 0.8 years (2017: 1.4 years)
Amounts recognised in the consolidated statement of comprehensive income
During the year ended 30 June 2018, a $2,612,000 expense was recognised in the consolidated statement of comprehensive income for
equity settled share-based payment awards (2017: $2,528,000).
Recognition and measurement
The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a corresponding
increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to the awards.
The amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related service and
non-market vesting conditions are expected to be met, but is not adjusted when market performance conditions are not met.
F3. Auditor’s remuneration
The auditor of the Company is Ernst & Young Australia.
Amounts received or due and receivable by Ernst & Young for:
2018
$’000
2017
$’000
An audit or review of the financial report of the Group609434
Other services:
Market research119139
Sustainability reporting advisory65–
Tax advisor y–38
793611
F4. Subsequent events
Other than the announcement of a further investment in Synlait Milk Limited described in note C6, no other matters or circumstances have
arisen since the end of the financial year which have significantly affected or may significantly affect the operations, the results of these
operations or state of affairs of the Group in subsequent financial years.
F2. Share-based payments (continued)
Long term incentives (LTI) (continued)
The options and performance rights granted in FY2015 and FY2016 vest in five equal tranches over five years, commencing on the first
anniversary of the date of the grant.
Performance rights movements:
Number
2018
Number
2017
Outstanding at the beginning of the year2,262,0001,600,000
Forfeited during the period (1,040,000)–
Granted during the period 710,200982,000
Vested during the period (320,000)(320,000)
Outstanding at the end of the year1,612,20 02,262,000
The weighted average remaining contractual life of rights is 1.9 years (2017: 2.9 years)
Options movements:
Weighted
average
exercise price
2018
Number
2018
Weighted
average
exercise price
2017
Number
2017
Outstanding at the beginning of the year$0.63 16,631,998$0.63 20,000,000
Forfeited during the period ––––
Granted during the period ––––
Exercised during the period $0.63(4,231,000)$0.63(3,368,002)
Outstanding at the end of the year$0.6312,4 0 0,998$0.6316,631,998
Exercisable at end of year1,40 0,9981,631,998
The weighted average remaining contractual life of options is 2.6 years (2017: 3.7 years)
The weighted average share price on exercise of the options in the period was $7.05
The fair value of services received in return for performance rights or options granted to employees is measured by reference to the fair value
of the performance rights or options granted. The estimate of the fair value of the services received is measured by reference to the vesting
conditions specific to the grant based on a Monte-Carlo simulation option pricing model.
Fair value of performance rights granted during the year and assumptions20182017
September 2017March 2018
Fair value at measurement date$5.75$12.65$2.40
Share price at grant date$6.54$12.75$2.40
Performance rights life2.18 y r s2.68yrs2.62yrs
Expected dividend yield –––
Risk-free interest rate 2.10%1.89%1.93%
Historical volatility30%30%30%
Notes to the financial statements – Other disclosures
for the year ended 30 June 2018
104 | The a2 Milk CompanyThe a2 Milk Company | 105
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Financial statements
Other
information
Contents
Company disclosures 108
Corporate directory 116
The a2 Milk Company | 107
2018 Annual Report
Other information
Company disclosures
1.Substantial product holders
The shares of the Company are quoted on NZX, the ASX and Chi-X.
According to substantial product holder notices and the Company’s records, the following persons were substantial product holders in
respect of the fully paid ordinary shares of the Company as at 30 June 2018 (such disclosure being required by the Financial Markets
Conduct Act 2013 (NZ)) and as at 1 August 2018 (such disclosure being required by the ASX Listing Rules):
As at 30 June 2018As at 1 August 2018
Name
Number of Ordinary Shares
in the Company in which a
Relevant Interest is held
%
of Ordinary
shares held
Number of Ordinary Shares in the
Company in which a Relevant
Interest is held
%
of Ordinary
shares held
Commonwealth Bank of
Australia
53,591,0577. 3 453,591,0577. 3 4
The total number of voting shares on issue as at 30 June 2018 and 1 August 2018 was 731,539,067; consisting of 730,039,067 fully
paid shares and 1,500,000 partly paid shares.
2. Voting rights
Each fully paid ordinary share of the Company gives the holder the right to cast one vote per Shareholder on a show of hands and one
vote per share on a poll on any resolution.
Each partly paid ordinary share carries a fractional voting right, such fractions being the equivalent to the proportion which the amount
paid is of the total amount paid and amounts still payable on the shares.
3. Directors’ relevant interests & share dealings
Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company
during the period 1 July 2017 to 30 June 2018:
Registered holder
Beneficial/
Non-beneficial
Acquired /
(Sold)Class of financial productDate
Consideration paid
/ (received)
Geoffrey Babidge
GCAA Investments Pty LtdBeneficial1,000,000Fully paid ordinary shares23 Aug 17NZ$633,600
1
GCAA Investments Pty LtdBeneficial(1,000,000)Fully paid ordinary shares24 Aug 17(NZ$5,432,539)
GCAA Investments Pty LtdBeneficial2,000,000Fully paid ordinary shares22 Feb 18NZ$1,267,200
1
GCAA Investments Pty LtdBeneficial(1,500,000)Fully paid ordinary shares22, 23 & 26 Feb 18(NZ$19,729,466)
GCAA Investments Pty LtdBeneficial2,000,000Fully paid ordinary shares9 Mar 18NZ$1,267,200
1
David Hearn
Lovat Partners LimitedBeneficial500,000Fully paid ordinary shares23 Aug 17NZ$315,000
2
David Lovat Gordon HearnBeneficial(500,000)Fully paid ordinary shares24 Aug 17(NZ$2,744,900)
2
Lovat Partners LimitedBeneficial200,000Fully paid ordinary shares23 Feb 18NZ$126,000
2
David Lovat Gordon HearnBeneficial(200,000)Fully paid ordinary shares23 Feb 18(NZ$2,536,820)
2
Peter Hinton
Peter Bruce HintonBeneficial(240,000)Fully paid ordinary shares24 Aug 17(NZ$1,296,000)
3
Peter Bruce HintonBeneficial(35,000)Fully paid ordinary shares24 Aug 17(NZ$183,050)
Peter Bruce HintonBeneficial(125,000)Fully paid ordinary shares23 – 27 Feb 18(NZ$1,622,004)
1 Payment in full of partly paid shares.
2 Reflects (i) issue of ordinary shares following exercise of options held by Lovat Partners Limited; (ii) subsequent transfer of those ordinary shares from Lovat Partners
Limited to David Hearn; and (iii) subsequent sale by David Hearn of those ordinary shares on market.
3 Sale by Peter Hinton of 240,000 ordinary shares off market to his spouse.
Directors of the Company as at 30 June 2018 held the following relevant interests in the financial products of the Company as at
that date:
Registered holder
Beneficial/
Non-beneficialBalance heldClass of financial product
Geoffrey Babidge
GCAA Investments Pty LtdBeneficial2,500,000Fully paid ordinary shares
David Hearn
Lovat Partners LimitedBeneficial3,300,000Unlisted options to acquire ordinary shares
David Lovat Gordon HearnBeneficial100,000Fully paid Ordinary Shares
Julia Hoare
Julia Cecile HoareBeneficial50,000Fully paid Ordinary Shares
Peter Hinton
Peter Bruce HintonBeneficial650,000Fully paid Ordinary Shares
Warwick Every-Burns
Warwick Every-Burns as trustee of Wake Super FundBeneficial75,000Fully paid Ordinary Shares
Kathryn Every-BurnsBeneficial25,000Fully paid Ordinary Shares
Jesse Wu
Jesse Jen-Wei WuBeneficial27,000Fully paid Ordinary Shares
108 | The a2 Milk CompanyThe a2 Milk Company | 109
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Other information
4. Twenty largest fully paid equity security holders
The names of the 20 largest holders of ordinary shares in the Company as at 1 August 2018 are listed below:
Number of shares%
HSBC Custody Nominees (Australia) Limited85,063,86711. 6 5
HSBC Nominees (New Zealand) Limited56,59 0,10 97.75
JP Morgan Chase Bank50,093,8676.86
Citibank Nominees (NZ) Ltd42, 4 97, 2015.82
J P Morgan Nominees Australia Limited37,804,0445.18
Citicorp Nominees Pty Limited34,903,2064.78
HSBC Nominees (New Zealand) Limited3 4 , 327, 0704.70
National Nominees Limited20,970,1432.87
Tea Custodians Limited19,003,5352.60
Accident Compensation Corporation18,523,8272.54
Citicorp Nominees Pty Limited16,954,1592.32
Cogent Nominees Limited15,553,3812.13
National Nominees New Zealand Limited8,888,6051.22
New Zealand Superannuation Fund Nominees Limited8,363,6391.15
Premier Nominees Limited7, 8 51,19 81.08
BNP Paribas Nominees Pty Ltd7,113, 6 0 40.97
BNP Paribas Nominees NZ Limited6,372,7180.87
Cogent Nominees (NZ) Limited3,805,9500.52
HSBC Custody Nominees (Australia) Limited3,368,8 410.46
New Zealand Depository Nominee Limited3,288,5020.45
Total481,337,46665.92
5. Spread of security holders as at 1 August 2018 and number of holders
a) Fully paid ordinary shareholders
Size of ShareholdingNumber of holdersNumber of shares%
1-1,00023,57410,440,4891.43
1,001-5,00015,3733 8 ,6 01,14 85.29
5,001-10,0003,58827,115,2743.71
10,001-100,0003,10 078,365,03410.73
100,001 shares or more232575 , 517,12 278.84
45,867730,039,067100.00
As at 1 August 2018, the number of holders with between 1 and 24 ordinary shares (being less than a minimum holding under the
NZX Listing Rules based on the closing market price) was 11 and the number of holders with less than a marketable share parcel of the
Company’s fully paid ordinary shares of AU$500 (under the ASX Listing Rules), based on the closing market price, was 1,148.
b) Partly paid ordinary shareholders (unlisted securities not quoted by the ASX)
Size of ShareholdingNumber of holdersNumber of shares%
100,001 partly paid shares or more11,500,000100.00
11,500,000100.00
c) Options to acquire ordinary shares (unlisted securities not quoted by the ASX or NZX)
Size of holdingNumber of holdersNumber of options%
100,001 options or more712,400,998100.00
712,400,998100.00
d) Performance rights (unlisted securities not quoted by the ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
5,001 to 10,000 213,30 00.71
10,001 – 100,000 18986,7005 3 .11
100,001 performance rights or more48 57,9 8 74 6 .18
241, 8 57,9 8 7100.00
e) Time-based rights (unlisted securities not quoted by the ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
10,001 – 100,000 193,80913.54
100,001 time-based rights or more1599,25486.46
2693,063100.00
Company disclosures
110 | The a2 Milk CompanyThe a2 Milk Company | 111
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Other information
6. Credit rating status
Not applicable.
7. NZX Waivers
There were no waivers granted and published by NZX during the reporting period ended 30 June 2018.
8. Particulars of notices or statements given to or approved by the Board
8.1. Interests register
The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the
directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.
Directors have declared interests during the reporting period ended 30 June 2018 as follows:
• The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are
protected against liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries
• The Company has provided Deeds of Indemnity to all directors for potential liabilities and costs they may incur for acts or omissions
in their capacity as directors of the Company and its subsidiaries
• Directors’ relevant interests and share dealings as outlined in section 3, above
Refer to Note F1 to the financial statements for consultancy transactions entered into with David Hearn.
8.2. Other positions held
During the reporting period ended 30 June 2018, directors advised the Company of changes to interests in the following entities:
Name of DirectorEntityPosition
Julia HoareAuckland International Airport LimitedDirector
Peter HintonKaru Investment Holdings LimitedDirector
Peter Hinton666 Investment Holdings LimitedDirector
David HearnLifecare Residences NZ LimitedCeased to be director
Jesse WuAptar Group IncDirector
8.3. Directors of subsidiary companies
The following persons held office as directors of subsidiary companies during the year ended 30 June 2018.
SubsidiaryJurisdictionDirectors
The a2 Milk Company (Export) Limited New ZealandGeoffrey Babidge
Craig Louttit
a2 Australian Investments Pty LimitedAustraliaGeoffrey Babidge
Craig Louttit
a2 Botany Pty LtdAustraliaGeoffrey Babidge
Craig Louttit
The a2 Milk Company (Australia) Pty LtdAustraliaGeoffrey Babidge
Peter Nathan
A2 Infant Nutrition LimitedNew ZealandGeoffrey Babidge
Simon Hennessy
John Scott Wotherspoon (Resigned: 17 August 2017)
Peter Nathan (Appointed: 17 August 2017)
A2 Holdings UK LimitedNew ZealandGeoffrey Babidge
Craig Louttit
a2 Infant Nutrition Australia Pty LtdAustraliaGeoffrey Babidge
Peter Nathan
a2 Exports Australia Pty LimitedAustraliaGeoffrey Babidge
Craig Louttit
The a2 Milk Company (New Zealand)
Limited
New ZealandGeoffrey Babidge
Julia Hoare
The a2 Milk Company Limited British Columbia, CanadaGeoffrey Babidge
Craig Louttit
The a2 Milk Company Limited Scotland, UKDavid Hearn
William Keane
Geoffrey Babidge
John Scott Wotherspoon
The a2 Milk Company (Delaware, USA)Delaware, USAGeoffrey Babidge
David Hearn
The a2 Milk Company LLC (USA)Delaware, USAGeoffrey Babidge
Craig Louttit
A2 Infant Nutrition (Shanghai) Co., Ltd ChinaJohn Scott Wotherspoon (Resigned: 18 December 2017)
Jane Xu (Appointed: 18 December 2017; Resigned 15 June 2018)
Michael Bracka (Appointed: 15 June 2018)
The a2 Milk Company (Singapore)
Pte. Ltd
SingaporeGeoffrey Babidge (Appointed: 5 October 2017)
Craig Louttit (Appointed: 5 October 2017)
Shaun Singh (Appointed: 5 October 2017)
No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their
role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings
for remuneration disclosed under employee remuneration range in section 12, below.
8.4. Use of company information
The Board received no notices during the period from directors requesting to use Company information received in their capacity as
directors which would not have been otherwise available to them.
Company disclosures
112 | The a2 Milk CompanyThe a2 Milk Company | 113
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Other information
9. Limitations on the acquisition of securities
The Company is not subject to chapters 6, 6A, 6B and 6C of the
Corporations Act 2001 (Cth, Australia) dealing with the acquisition
of its shares (including substantial holdings and takeovers).
Limitations on the acquisition of the securities imposed by New
Zealand law are as follows:
(i) In general, fully paid ordinary shares in the Company are freely
transferable, and the only significant restrictions or limitations in
relation to the acquisition of fully paid ordinary shares in the
Company are those imposed by New Zealand laws relating to
takeovers, overseas investment and competition.
(ii) The New Zealand Takeovers Code creates a general rule under
which the acquisition of more than 20% of the voting rights in
the Company, or the increase of an existing holding of 20% or
more of the voting rights in the Company, can only occur in
certain permitted ways. These include a full takeover offer, a
partial takeover offer, an acquisition approved by an ordinary
resolution, an allotment approved by an ordinary resolution, a
creeping acquisition (in certain circumstances) or compulsory
acquisition if a shareholder holds 90% or more shares in the
Company, in each case in accordance with the New Zealand
Takeovers Code.
(iii) The New Zealand Overseas Investment Act 2005 regulates
certain investments in New Zealand by overseas persons. In
general terms, the consent of the New Zealand Overseas
Investment Office will likely be required where an ‘overseas
person’ acquires shares or an interest in shares in the Company
that amount to more than 25% of the shares issued by the
Company or, if the overseas person already holds 25% or more,
the acquisition increases that holding.
(iv) The New Zealand Commerce Act 1986 is likely to prevent a
person from acquiring shares in the Company if the acquisition
would have, or would be likely to have, the effect of substantially
lessening competition in a market.
The Company has complied with, and continues to comply with,
the requirements of the NZX Listing Rules with respect to the
issue of new securities.
10. On-market buy-back
There is no current on-market buy-back of the Company’s
securities.
11. Donations
The Company and its subsidiaries have made donations of cash
and inventories totalling NZ$ 50,852 during the year ended
30 June 2018 (2017: NZ$ 193,000), primarily related to
donations of inventory to not for profit and charitable
organisations including to Foodbank Australia, one of
Australia’s largest hunger relief organisations.
12. Employee remuneration range
The following table shows the number of employees and former
employees of the Company and its subsidiaries (not being directors
or former directors of the Company) who, in their capacity as
employees, received remuneration and other benefits valued at or
in excess of $100,000 during the year to 30 June 2018.
The remuneration bands are expressed in New Zealand Dollars.
Remuneration Range
$ (Gross)
Number of
employees in
the year ended
30 June 2018
(Based on actual
payments)
Value of
exercised
options and
rights included
in remuneration
range
$100,000 - $109,9994–
$110 , 0 0 0 - $119,9 9 97–
$120,0 0 0 - $129,9997–
$130,0 0 0 - $139,9994–
$14 0,0 0 0 - $149,9992–
$150,0 0 0 - $159,9994–
$16 0,0 0 0 - $169,9994–
$170,0 0 0 - $179,9994–
$18 0,0 0 0 - $189,9993–
$190,000 - $199,9993–
$250,000 - $259,9992–
$260,000 - $269,9995–
$310,000 - $319,9992–
$320,000 - $329,9991–
$340,000 - $349,9991–
$360,000 - $369,9991–
$380,000 - $389,9993–
$530,000 - $539,9991–
$710,000 - $719,9991–
$1,590,000 - $1,599,99911,086,000
$2,400,000 - $2,409,99911,936,000
$2,440,000 - $2,449,99911,936,000
$2,980,000 - $2,989,99912,420,000
$4,840,000 - $4,849,99913,872,000
$12, 28 0,0 0 0 - $12, 289,999111,702, 0 4 0
Total6522,952,040
Company disclosures
The table includes base salaries, short-term incentives,
contributions paid to an individual’s superannuation fund, or, if an
individual is a KiwiSaver member, contributions of 3% of gross
earnings towards that individual’s KiwiSaver scheme and exercised
options. The table does not include amounts paid after 30 June
2018 relating to FY18, and long-term incentives that have been
granted and have not yet vested or been exercised (as applicable).
13. Reconciliation of EBITDA to net profit
after tax
Earnings before interest, tax, depreciation and amortisation
(EBITDA) is a non-GAAP measure. However, the Company
believes that it provides investors with a comprehensive
understanding of the underlying performance of the business.
2018
$’000
2017
$’000
EBITDA
283,037141,153
Depreciation & amortisation(2,174)(2,689)
EBIT
280,863138,464
Interest income
2,369887
Income tax expense
(87,548)(48,705)
Net profit after tax195,68490,646
114 | The a2 Milk CompanyThe a2 Milk Company | 115
2018 Annual Report
Other information
Corporate directory
Company
The a2 Milk Company Limited
Level 10
51 Shortland Street Auckland 1010
New Zealand
New Zealand share registry
Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
Australian share registry
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
Telephone: +61 1300 554 474
Registered offices
Level 10
51 Shortland Street
Auckland 1010
New Zealand
Level 4
182 Blues Point Road
McMahons Point NSW 2060
Australia
Telephone: +61 2 9697 7000
Auditor
Ernst & Young
200 George Street
Sydney NSW 2000
Australia
Corporate website
www.thea2milkcompany.com
116 | The a2 Milk Company
2018 Annual Report
Other information
The a2 Milk Company | 117
thea2milkcompany.com
---
Page 1
Rules 4.7.3 and 4.10.3
1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
The a2 Milk Company Limited
ABN / ARBN: Financial year ended:
158 331 965 30 June 2018
Our corporate governance statement
2
for the above period above can be found at:
3
☒
These pages of our annual report: pages 40 to 63
☐
This URL on our website:
The Corporate Governance Statement is accurate and up to date as at 22 August 2018 and has been approved by the
board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 22 August 2018
Name of Director or Secretary authorising
lodgement:
Jayne Hrdlicka
1
Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate
governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The
corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate
Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate
governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not
following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must
lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance
statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the
extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
3
Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s
corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just
retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can
also, if you wish, delete the “OR” at the end of the selection.
Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
A listed entity should disclose:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report - page
45)
☐ at [insert location]
... and information about the respective roles and responsibilities of
our board and management (including those matters expressly
reserved to the board and those delegated to management):
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2
A listed entity should:
(a) undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election,
as a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Nominations, appointments and ongoing education – page 50)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Nominations, appointments and ongoing education – page 49)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with the
proper functioning of the board.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report – Role
of Company Secretary – page 45)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 3
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
1.5
A listed entity should:
(a) have a diversity policy which includes requirements for the
board or a relevant committee of the board to set
measurable objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s progress
in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance
with the entity’s diversity policy and its progress towards
achieving them and either:
(1) the respective proportions of men and women on the
board, in senior executive positions and across the
whole organisation (including how the entity has defined
“senior executive” for these purposes); or
(2) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender
Equality Indicators”, as defined in and published under
that Act.
... the fact that we have a diversity policy that complies with
paragraph (a):
☒ in our Annual Report – Our people section – page 36)
☐ at [insert location]
... and a copy of our diversity policy or a summary of it:
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
... and the measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance with our
diversity policy and our progress towards achieving them:
☒ in our Annual Report – Gender representation across the Group
– page 37)
☐ at [insert location]
... and the information referred to in paragraphs (c)(1) or (2):
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
... the evaluation process referred to in paragraph (a):
☒ in our Corporate Governance Statement (Annual Report –
Performance review of Board, Board committees and individual
directors – page 50)
☐ at [insert location]
... and the information referred to in paragraph (b):
☒ in our Corporate Governance Statement (Annual Report –
Performance review of Board, Board committees and individual
directors – page 50)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 4
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
... the evaluation process referred to in paragraph (a):
☒ in our Corporate Governance Statement (Annual Report –
Managing executive performance – page 59)
☐ at [insert location]
... and the information referred to in paragraph (b):
☒ in our Corporate Governance Statement (Annual Report –
Managing executive performance – page 59)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 5
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
[If the entity complies with paragraph (a):]
... the fact that we have a nomination committee that complies with
paragraphs (1) and (2):
☒ in our Corporate Governance Statement (Annual Report –
Nomination Committee – page 47)
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
... and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement (Annual Report –
Record of attendance at Board and committee meetings – page
48)
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have a nomination committee and the
processes we employ to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board currently
has or is looking to achieve in its membership.
... our board skills matrix:
☒ in our Corporate Governance Statement (Annual Report –
Board skills matrix – page 46)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 6
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c) the length of service of each director.
... the names of the directors considered by the board to be
independent directors:
☒ in our Corporate Governance Statement (Annual Report –
Director independence – page 47)
☐ at [insert location]
... and, where applicable, the information referred to in paragraph (b):
☒ in our Corporate Governance Statement (Annual Report –
Director independence – page 43)
☐ at [insert location]
... and the length of service of each director:
☒ in our Corporate Governance Statement (Annual Report – Our
directors – page 40)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
2.4
A majority of the board of a listed entity should be independent
directors.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Director independence – page 46)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5
The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
... the fact that we follow this recommendation:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☒ an explanation why that is so in our Corporate Governance
Statement (Annual Report – Corporate governance statement
– page 43)
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6
A listed entity should have a program for inducting new directors
and provide appropriate professional development opportunities
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Nominations, appointments and ongoing education – page 49)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 7
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1
A listed entity should:
(a) have a code of conduct for its directors, senior executives
and employees; and
(b) disclose that code or a summary of it.
... our code of conduct or a summary of it:
☒ in our Corporate Governance Statement (Annual Report –
Corporate governance policies – page 51)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 8
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
[If the entity complies with paragraph (a):]
... the fact that we have an audit committee that complies with
paragraphs (1) and (2):
☒ in our Corporate Governance Statement (Annual Report – Audit
and Risk Management Committee – page 47)
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
... and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement (Annual Report –
Record of attendance at Board and committee meetings – page
48)
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have an audit committee and the processes
we employ that independently verify and safeguard the integrity of our
corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit
engagement partner:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
4.2
The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards
and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed
on the basis of a sound system of risk management and internal
control which is operating effectively.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report – CEO
and CFO annual declaration – page 51)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 9
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4.3
A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Shareholder communication policy – page 51)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed entity should:
(a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
... our continuous disclosure compliance policy or a summary of it:
☒ in our Corporate Governance Statement (Annual Report – Continuous
disclosure policy – page 53)
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
☐ an explanation why that is so in our Corporate Governance
Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
A listed entity should provide information about itself and its
governance to investors via its website.
... information about us and our governance on our website:
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
☐ an explanation why that is so in our Corporate Governance
Statement
6.2
A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Shareholder communication policy – page 53)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
6.3
A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
... our policies and processes for facilitating and encouraging
participation at meetings of security holders:
☒ in our Corporate Governance Statement (Annual Report –
Shareholder communication policy – page 53)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity that does not hold
periodic meetings of security holders and this recommendation
is therefore not applicable
6.4
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement (Annual Report –
Shareholder communication policy – page 53)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 10
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
[If the entity complies with paragraph (a):]
... the fact that we have a committee or committees to oversee risk
that comply with paragraphs (1) and (2):
☒ in our Corporate Governance Statement (Annual Report – Audit
and Risk Management Committee – page 48)
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
... and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement (Annual Report –
Record of attendance at Board and committee meetings – page
48)
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have a risk committee or committees that
satisfy (a) and the processes we employ for overseeing our risk
management framework:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 11
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound; and
(b) disclose, in relation to each reporting period, whether such
a review has taken place.
... the fact that board or a committee of the board reviews the entity’s
risk management framework at least annually to satisfy itself that it
continues to be sound:
☒ in our Corporate Governance Statement (Annual Report – Risk
management – page54)
☐ at [insert location]
... and that such a review has taken place in the reporting period
covered by this Appendix 4G:
☒ in our Corporate Governance Statement (Annual Report – Risk
management – page 54)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its risk management and
internal control processes.
[If the entity complies with paragraph (a):]
... how our internal audit function is structured and what role it
performs:
☒ in our Corporate Governance Statement (Annual Report –
Internal audit function – page 51)
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have an internal audit function and the
processes we employ for evaluating and continually improving the
effectiveness of our risk management and internal control processes:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
7.4
A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
... whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do, how we
manage or intend to manage those risks:
☒ in our Corporate Governance Statement (Annual Report – Key risks and
mitigations matrix – page 55)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 12
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
[If the entity complies with paragraph (a):]
... the fact that we have a remuneration committee that complies with
paragraphs (1) and (2):
☒ in our Corporate Governance Statement (Annual Report –
Remuneration committee – page 47)
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/about-us/corporate-
governance/
... and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement (Annual Report –
Record of attendance at Board and committee meetings – page
48)
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have a remuneration committee and the
processes we employ for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation is
therefore not applicable
8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
... separately our remuneration policies and practices regarding the
remuneration of non-executive directors and the remuneration of
executive directors and other senior executives:
☒ in our Corporate Governance Statement (Annual Report –
Remuneration – page 58)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 13
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
8.3
A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
... our policy on this issue or a summary of it:
☒ in our Corporate Governance Statement (Annual Report –
Securities trading policy – page 53)
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we do not have an equity-based remuneration scheme and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- AIA — Auckland International Airport Limited: AIA – FY18 Annual Results2018-08-22
“Appendix 1 Preliminary full year report 12 months to 30 June 2018 Previous Reporting Period 12 months to 30 June 2017 Amount $M Percentage change 683.9 8.7% 650.1 95.3% 650.1 95.3% Amount per security $NZ Imputed amount per security $NZ 0.1100 0.042778 5 October 2018 19 Oct…”
- AFT — AFT Pharmaceuticals Limited: AFT FY2018 Results Announcement2018-05-23
“AFT Pharmaceuticals Limited, Level 1, 129 Hurstmere Road, Takapuna, Auckland 0622, New Zealand Incorporated in New Zealand ARBN: ARBN 609 017 969 About AFT AFT is a growing multinational pharmaceutical business with a broad range of products, both developed itself and in…”
- FCG — Fonterra Co-operative Group Limited: Fonterra Annual Results 20182018-09-12
“Page 1 Reporting Period 12 months to 31 July 2018 Previous Reporting Period 12 months to 31 July 2017 Amount (m’s) Percentage Change Revenue from ordinary activities NZ$20,438 6% Profit (loss) from ordinary activities after tax attributable to security holder 1…”