Spark New Zealand FY18 Results Announcement
Spark New Zealand Limited ARBN 050 611 277
Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand
JUSTINE GUNN
Acting Company Secretary
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
ASX Market Announcements
Australian Securities Exchange
4th Floor, 20 Bridge Street
Sydney NSW 2000
Australia
22 August 2018
SPARK NEW ZEALAND LIMITED FY18 RESULTS AND ANNUAL REPORT
Dear Sir/Madam
In accordance with the NZSX Listing Rules, I enclose the following for release to the
market in relation to Spark New Zealand Limited’s FY18 results:
1. Appendix 1
2. Annual Report
3. Appendix 7 (x2)
4. ESG Report
5. Media Release
6. FY18 Results Summary (containing FY19 earnings and dividend guidance)
7. Detailed financial information
Spark New Zealand’s Managing Director, Simon Moutter, and Chief Financial Officer,
David Chalmers, will discuss the FY18 Results at 10:00am New Zealand time today.
Spark New Zealand’s 2018 Annual Report is now available at: investors.sparknz.co.nz.
ASX Appendix 3A.1 will follow this release.
Yours sincerely
Justine Gunn
Acting Company Secretary
1
Spark New Zealand Limited
Results for announcement to the market
Basis of Report: Audited financial statements
Reporting Period: 12 months to 30 June 2018
Previous Reporting Period: 12 months to 30 June 2017
12 months
ended
30 June 2018
(NZ$ million)
Percentage
change
Operating revenues and other gains
3,649 Up 1.0%
Reported earnings before interest, income tax,
depreciation and amortisation
989 Down 2.7%
Adjusted earnings before interest, income tax,
depreciation and amortisation
1
1,038 Up 2.2%
Reported net earnings for the period attributable to
security holders
385 Down 7.9%
Adjusted net earnings for the period attributable to
security holders
1
420 Up 0.5%
1
Adjusted for the impact of $49 million (and $35 million net of tax) costs of change associated with the
Quantum programme (Spark’s shift to being the industry’s lowest cost operator through radically simplified and
digitised processes, products and services).
Dividends
Amount per security
(NZ$)
Imputed amount per
security
Interim dividend
Interim first half-year ordinary dividend 11.0cps 3.2083cps
1
Interim first half-year special dividend 1.5cps 0.4375cps
2
Final dividend
Final second half-year ordinary dividend 11.0cps 3.2083cps
1
Final second half-year special dividend 1.5cps 0.4375cps
2
Total dividend 25.0cps 7.2916cps
Record date 21 September 2018
Payment date 5 October 2018
1
A supplementary dividend of 1.4559 cents per security will be payable to shareholders who are not resident
in New Zealand.
2
A supplementary dividend of 0.1985 cents per security will be payable to shareholders who are not resident
in New Zealand.
ANNUAL REPORT 2018
Helping
New Zealand
win big.
HELPING NEW ZEALAND WIN BIG
What does Agile mean for Spark?8
Performance snapshot 201810
Chair and Managing Director report12
Board of Directors16
Leadership Squad18
ENVIRONMENT, SOCIAL &
GOVERNANCE REPORTING
20
Long-term growth22
People and remuneration24
Community26
Environment28
Governance30
Risk32
PERFORMANCE
34
Spark results overview34
Spark Home, Mobile & Business42
Spark Digital 43
Spark Connect & Platforms44
Spark Ventures & Wholesale45
FINANCIAL STATEMENTS 46
Financial statements47
Notes to the financial statements51
Independent auditor’s report84
OTHER INFORMATION
89
Corporate governance and disclosures89
Glossary98
Contact details99
This report is dated 22 August 2018 and
is signed on behalf of the Board of Spark
New Zealand Limited by Justine Smyth, Chair
and Simon Moutter, Managing Director.
Justine Smyth
Chair
Simon Moutter
Managing Director
Annual Meeting
2 November 2018
FY19 half-year results announcement
20 February 2019
FY19 financial year-end
30 June 2019
FY19 year-end results announcement
21 August 2019
Contents
Key Dates
Page 1
The pace of digital change is unrelenting.
New Zealanders expect more every day. More
coverage. The latest products. Greater speed.
Better bargains. The latest content. New ways of
doing business. We’re with you. We want to help all
of New Zealand win big in a digital world. Is that
ambitious? Absolutely. Too ambitious? Never. It’s
bold and strong and requires commitment and
purpose. And to deliver on it, at Spark we know we
need to keep changing. We’re good with that.
We're
with you.
Page 2Spark New Zealand Annual Report 2018Helping New Zealand win big
Customer experience is the new source of competitive
advantage. To succeed, we are concentrating our time
and energy on the things that matter for customers.
That means the experience you have when you join
Spark, when you use our products, when you want to
change your plan or need help. We are making sure
when we get feedback from customers, we use this
to help shape the products of the future.
We understand customer journeys deeply and are
working out where there are sources of frustration
so we can make the experience truly market-leading.
This means being nimble enough to improve things
iteratively or change tack quickly and seamlessly.
Customers
leading
the way.
Page 3
Page 4Spark New Zealand Annual Report 2018Helping New Zealand win big
A different
pace.
We talk a lot about the new pace of normal
– by which we mean Spark changing faster on
the inside than the world is changing around us.
We are looking for ways to keep up with new
products and services, because our customers
rightly don’t want to wait.
We’re in an environment where people expect
stuff to happen immediately – or as close to it as
possible. Introducing new products and improving
existing ones has to be done in much shorter time
frames. Spark is now doing in days what used to
happen in weeks or months.
Page 5
Page 6Spark New Zealand Annual Report 2018
In today’s workforce, people don’t just want a job.
They want to be part of an organisation with a clear
purpose and to know the contribution they can make.
They don’t want to just do what they’re told.
Instead success will depend on our people being
truly, deeply engaged with our purpose and having
a clear sense of how the work they do is making
a difference for customers.
A shared
sense of
purpose.
Helping New Zealand win big
Page 7
Page 8Spark New Zealand Annual Report 2018What does Agile mean for Spark?
Spark is the first large company in
New Zealand to go all in with Agile.
Agile is a business organisational model that has
been used for a number of years by some of the
world’s largest digital services businesses.
It replaces traditional hierarchical control with
small, cross-functional and self-managing teams
– all working to a central organisational purpose.
It also involves working on smaller, faster,
incremental improvements to products and
services, and looking at a customer’s journey
with our business from beginning to end.
Agile is putting Spark’s focus squarely on our
customers, providing feedback loops and
disciplined frameworks to give deep and clear
insights on what customers need and expect.
Multifunctional teams and flat structure mean
no need to ‘hand over’ work to another part
of the business or seek approvals from above.
Teams can simply deliver for customers, fast.
By focusing our work on Spark’s overall purpose
and our contribution to customers, Agile
ensures all of our people are engaged and feel
empowered to make a difference.
FromTo
What does Agile
mean for Spark?
Top-down
hierarchy
Work to
instruction
Silos
Bureaucracy
Quick changes,
flexible resources
Leadership shows direction
and enables action
‘Boxes and lines’
less important,
focus on action
Multiskilled teams accountable
for customer experience of
product/service from beginning
to end of their journey
Page 9
Spark’s Agile building blocks
Channel and delivery units
Our customer service and sales teams. These parts of the
business are already operating as autonomous teams, so
their structure remains largely the same – with an
increased focus on self-management and empowerment.
Tribes
Our network teams, IT platforms teams, marketing teams
and product development teams are now reorganised into
Tribes, Squads and Chapters (see definitions on right). All
people in these areas work in multifunctional teams, which
manage new products or services – or improvements to
products or services – from beginning to end, and are fully
accountable for delivering them (previously these sorts of
projects were handed from team to team as they
progressed).
Centres of Excellence
Parts of our business with specialist skills, such as finance,
human resources, procurement, communications, brand
marketing and legal. Individuals in these teams will be
deployed to support tribes and squads as they are
needed.
Subsidiaries
Our subsidiaries solve market or capability gaps – where
there are benefits from retaining a level of independence.
They will remain separate to the main Spark business.
Tribes
A group of several squads that are all working in the
same business area, focused on either a product (e.g.
broadband), a customer segment (e.g. consumer), or
an area of technical expertise where it’s not practical
to embed that expertise in other tribes (e.g. billing).
Squad
An autonomous, multidisciplinary team (up to nine
people) able to define work and make business
decisions. Has ‘end to end’ responsibility for a certain
purpose related to the product.
Chapter
A group of people from different squads who perform
similar roles and regularly meet to share expertise and
solve problems (e.g. consumer marketing).
Agile terms defined...
Operating revenues and other gains $
3,649M
▲
1.0%
Net earnings $
385M
▼
7.9%
Adjusted net earnings
1,2
$
420M
▲
0.5%
Dividends per share
25 cents No change
Cloud, security and service
management revenue $
373M
▲
15.1%
Mobile connections
2.458M
▲
2.8 %
Mobile revenue $
1,280M
▲
6.9 %
Broadband revenue $
685M
▼
0.6%
Capital expenditure
1
$
413M
▼
0.5%
EBITDA
1
$
989M
▼
2.7%
Adjusted EBITDA
1,2
$
1,038M
▲
2.2%
Spark financial performance 2018
* All changes are comparative to FY17 or 30 June 2017.
1
Earnings before interest, income tax, depreciation and amortisation (EBITDA), adjusted EBITDA, adjusted net earnings and capital expenditure are all
non-Generally Accepted Accounting Practice (GAAP) measures and are not comparable to the New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) measures. These measures are defined and reconciled on page 40.
2
Adjusted for the impact of $49 million (and $35 million net of tax) costs of change associated with the Quantum programme (Spark’s shift to being the
industry’s lowest cost operator through radically simplified and digitised processes, products and services).
Performance snapshot 2018Page 10Spark New Zealand Annual Report 2018
Operational highlights
Continued growth in mobile
connections, revenues and margins
Continued growth in cloud, security
and service management revenues
Transitioned to Agile operating model
at scale
Successful results from New Zealand’s
first live 5G mobile test site and 5G
indoor trial
More than half of Spark home
broadband customers moved on to
new technologies (fibre or wireless
broadband)
Ramped up decommissioning of public
switched telephone network (PSTN);
equipment now removed from 70
exchanges
Launched nationwide low-power
Internet of Things (IoT) network; trials
on mobile-network based IoT network
under way
Launched new Lightbox platform with
movies and a separate kids section
Entered into sports content market,
securing rights to Rugby World Cup
2019, Premier League football and
other premium content.
Customer experience highlights
Cutting edge data and automation
deployments, and improvements to
customer websites and apps, reduced
customer service calls by 24%
Improved customer satisfaction with
increase in net promoter score (NPS)
across both Spark and Skinny brands
Improved Spark App now has 840,000
unique users, a 15% increase on FY17
Automated varied and sometimes
complex business tasks by deploying
more than 40 ‘bots’
Launched four customer-facing virtual
assistants or ‘chatbots’, which are
resolving simple customer questions
Halved the average time to process
customised deals for large business
customers
Completed migration of 178,000
consumer and small business
customers to new, simplified plans
with self-service functionality.
Page 11
Page 12Spark New Zealand Annual Report 2018Chair and Managing Director report
Tēnā koutou,
We’ve talked a lot over the past few
years about transformation. Spark is
already a very different company from
five years ago. We know our future will
be profoundly different to our past –
and it's coming at us fast.
We know that our future customers who
will shape our business in the years ahead
have grown up in a world where the
internet is ubiquitous: where they can
instantly play any song they like; download
any book or video; play online games with
people spread all over the planet. They
don’t see why they should wait for the stuff
that’s coming out overseas and they
expect companies to have the best digital
tools and channels and be easy to deal
with. These customers demand more and
more of us – and we need to deliver,
because if we don’t, we can be certain a
competitor will.
In the volatile, uncertain, complex and
ambiguous world we now operate in, we
have been focused on leveraging Spark’s
competitive advantage – the thing that
gives us confidence we can live up to our
purpose: to help all of New Zealand win
big in a digital world.
When it comes down to it, our competitive
advantage revolves around our
relationship with around three million
New Zealanders who engage with Spark’s
products and services up to hundreds of
times every day. This gives us the scale
required to build the best digital services
and technology platforms. It gives us the
rich data to develop a deeper
understanding of New Zealanders and
their needs. And as a result, it gives us a
powerful opportunity to provide the best
customer experience in market and carve
out a locally-relevant position that none
of our competitors – local or global – can
match.
We’ve already come a long way, with
better and more competitive products in
market; vibrant new brands and a far
better customer experience through our
digital channels. But we never rest on our
laurels. To truly become leaders in
customer experience Spark needs to
continue to reinvent how we do things.
And that’s why we announced during the
financial year that we are undertaking a
company-wide transition to an Agile way
of working.
Agile focuses our business – everything we
do and produce – around the customer.
It paves the way for their needs,
perceptions and feedback to have greater
influence on the way we conceive
customer journeys, products and services
than ever before. It allows us to respond to
market opportunities more quickly as we
Justine Smyth Chair
Simon Moutter
Managing Director
Helping all of
New Zealand
win big in a
digital world.
Page 13
look to adopt a minimum viable product
(MVP) approach – that is, launching
products and services quickly and early
and then iterating and improving them
as we go.
Agile allows us to deliver the purpose-
centred workplace that we know talented
people – both young and more mature
– are increasingly demanding. Because
under Agile our people work in small,
multifunctional squads focused on
delivering a specific customer outcome,
they can clearly see their contribution to
the customer experience and the business
strategy. By bringing different disciplines
together in one team and focusing on the
end outcome for customers, Agile also
encourages deep engagement, better
productivity and collaborative, positive
behaviours – because the model simply
doesn’t work any other way.
To bring our people on the journey, over
the past ten months we have rolled out an
intense programme of communication
about the transition to Agile and what it
means for them. The response we’ve had
is hugely positive and there is a palpable
sense of optimism and energy in the
business.
We’ve also worked hard to address the
things that might detract from this sense
of engagement. In September 2017 we
publicly admitted that – despite an
enormous amount of work putting in
place systems, processes and initiatives –
we had fallen short of creating the truly
diverse and inclusive workplace we aspire
to at Spark. Independent reviewers
identified that many of our people,
particularly women, felt our approach had
been too clinical and focused on ‘ticking
boxes’. It reminded us that diversity and
inclusion is not just about systems or
processes. It is also about how people feel
– and requires us to lead with our ‘hearts’
as well as our ‘heads’.
Over the past few months we’ve enabled
our people to bring forward fresh thinking
and initiatives that underpin our renewed
commitment to diversity and inclusion.
These include practical steps, like our new
Flexible Working and improved Paid
Parental Leave policies. But we’ve also
looked deeply at how we can address the
‘heart’ of our organisation and change
culture and behaviours. Starting in April
we invited all staff to sign our Blue Heart
Pledge – a personal commitment to
diversity and inclusion – and a
commitment to constructively call out
behaviour that doesn’t live up to our
standards. So far more than 2,700 of our
people have signed the pledge, including
our Board and the Spark Leadership
Squad, and we expect that number to
grow in the coming months.
By creating a collaborative and respectful
environment, a diverse workplace where
all voices are heard, we are far more likely
to solve the complex and difficult
problems the future will inevitably bring.
Financial performance on plan
When we made the call to transform
our company to an Agile way of working,
we could see that as well as setting our
people up to deliver a better experience
for our customers, the Agile approach
would also allow us to operate more
efficiently.
Since the latter stages of FY17, we’ve
undertaken a programme of business
improvement and cost reduction through
simplification, digitisation and automation,
which we’ve called ‘Quantum’. In the lead
up to our Agile transformation, we decided
to accelerate this programme – incurring
costs and realising benefits earlier.
This decision was based on our increasing
confidence that we could improve
customer experience and operate under a
lower cost structure in an Agile model.
The acceleration meant additional
implementation costs of $24 million were
brought forward into FY18 earnings which,
added to the $25 million costs of change
we had already planned for, brought total
costs of change for FY18 to $49 million.
As a result of this, overall, reported EBITDA
for FY18 of $989 million declined by
$27 million, or 2.7%, compared with FY17.
Excluding change costs, adjusted EBITDA
for FY18 was $1,038 million, an increase
of $22 million or 2.2%.
We continue to achieve modest growth
in operating revenues and other gains
up $35 million, or 1.0%, to $3,649 million.
This is on the back of continued strong
performance in mobile, up 6.9%; cloud,
security and service management, up
15.1%; and growth associated with the
acquisitions of Ubiquity and Digital Island.
As in prior years, these strong growth lines
were offset by the decline in traditional
voice and data revenues, which this year
were down another 11.6%.
Spark also saw Southern Cross dividends
decline by $11 million to $50 million
during FY18. We expect dividends
received from Southern Cross to decline
significantly during FY19 to between
$10 million and $20 million, as the level
of pre-purchased capacity from large
customers decreases.
Depreciation and amortisation costs were
relatively stable, with an increase of
$4 million, or 0.9%, and net interest
expenses increased by $4 million, or
15.4%, associated with higher net debt
levels. Tax expenses were relatively flat
year on year and capital expenditure of
$413 million was in line with expectation.
Overall, reported net earnings declined
$33 million, or 7.9%, to $385 million, due
to the Quantum programme change costs.
On an adjusted basis, net earnings were
$420 million – relatively flat year on year.
Agile focuses our business
– everything we do and
produce – around the
customer. It paves the way
for their needs, perceptions
and feedback to have
greater influence on the
way we conceive customer
journeys, products and
services than ever before.
Page 14Spark New Zealand Annual Report 2018
Strategic focus drives
continued growth
In June last year we set out a three-year
vision of where the market was going and
how Spark would succeed in this operating
environment. This included setting out
three specific focus areas: an increased
emphasis on wireless; leveraging
multibrands; and being the lowest cost
operator through simplification,
digitisation and automation.
Amid the change programme of the past
12 months, Spark has remained focused
on delivering against these focus areas
and we have seen very good progress over
the year.
EMPHASIS ON WIRELESS
We have once again seen growth in our
mobile connections, revenues and margins
across the business. Our unlimited mobile
plan, launched in September 2017, has
been very successful – showing customers
value the comfort of price certainty on
their mobile usage as much, if not more,
than the actual ability to consume
unlimited mobile data. Success with this
new plan has driven improved mobile
margins by increasing the proportion of
Spark mobile customers on plans costing
$79 and above.
We continued to grow our wireless
broadband product, albeit a little behind
the targets we set and we’re now seeing
the full-year benefits of wireless
broadband adoption in our customer
base, which has driven a 6.7% increase in
broadband gross margin over the year.
Our focus is now shifting to the retention
of existing wireless broadband
connections and migration of copper voice
connections to wireless voice alternatives.
We are also continuing to enhance the
offer by launching a 240GB plan in
selected areas.
Success in wireless-based products and
services is underpinned by our investment
in the mobile network. We have now rolled
out 4.5G to 31 locations across the country,
bringing customers faster speeds and
giving the network more capacity. Our
planning is well advanced for 5G, which
we expect to implement across our
network from the early 2020s – depending
on factors like spectrum availability. We
conducted New Zealand’s first live 5G
outdoor mobile test in Wellington in
March, achieving speeds of up to 9
Gigabits per second (Gpbs). An indoor trial
in Auckland the following month achieved
speeds of 18 Gbps – one of the fastest
speeds achieved anywhere in the world to
date and close to the theoretical maximum
of 20 Gbps. The trial allows us to test, in a
real-world environment, the speeds,
coverage and parameters of the spectrum
we’ll be using for 5G.
In behind the wireless access network is
the new Converged Communications
Network (CCN), which will replace the
ageing Public Switched Telephone
Network (PSTN). This massive, once-in-a-
generation technology upgrade will
provide the foundation for Spark’s voice
services into the future and will bring
together all voice communications – be
it landline, mobile, video or data-based.
It will enable richer, better customer
experiences with voice, video, and
collaboration features over whatever Spark
service is available at the moment
customers want to use it. The upgrade is
being progressively phased in over five
years (from April 2017) and we are now
10% of the way through shutting down the
old PSTN.
Spark’s investment in the Internet of Things
(IoT) has significantly progressed. We have
advanced the roll out of two low-power
networks. The first of these now covers
more than 65% of the population and a
second cellular IoT network has launched
in one region – with a nationwide roll out
under way and a number of customer
contracts signed. Our IoT capability is
already enabling a range of use cases,
such as metering, smart lighting and
environmental monitoring, connected
vehicles and trackers on industrial vehicles
to monitor location of packages and
condition of vehicles. We are also seeing
a number of interesting use cases for IoT
sensors in agribusiness to better manage
farms, orchards and other agricultural use
cases such as beehives.
Chair and Managing Director report
MULTIBRAND
Over the year we saw solid improvements
in customer experience and brand
reputation rankings. This included
improvements in Net Promoter Score (NPS)
for both the Skinny and the Spark brands,
and Spark was the only telecommunications
brand to make it into the top 20 in two
independent annual corporate reputation
surveys (Reptrak and RepZ).
Our multibrand strategy continues to help
us win customers across different market
segments. We further differentiated the
premium Spark brand as a mass market
digital services provider, leveraging our
partnerships strategy to offer attractively-
priced Sky Fanpass subscriptions to Spark
unlimited home broadband customers.
Fanpass now sits alongside our existing
Netflix, Spotify and Lightbox offers for
Spark customers.
Our no frills, low-cost Skinny brand
repositioned itself in the market with a
new, more mature but still light-hearted
brand campaign, reflecting Skinny’s dual
commitment to low prices and customer
satisfaction. It also launched a rewards
programme for customers, rolled out plan
updates to become more competitive and
saw good growth from its data binge
product.
We saw great progress across our suite of
specialty brands: Revera and CCL in the
cloud services space; Lightbox in home
entertainment; specialist business telco
provider Digital Island; supply chain
solution company Telegistics; and
data-analytics and marketing business
Qrious. Over the year Qrious saw revenue
growth through its work on data-driven
customer intelligence and engagement –
where we see the biggest market
opportunities. Our Wholesale business
also won a big new business partner
during the year, with Dimension Data
shifting its business to the Spark network.
DIGITISATION AND AUTOMATION
Our programme of simplification,
automation and digitisation continues to
deliver results as we automate high-
volume processes and design customer
journeys as ‘digital first’. By expanding and
improving the digital and self-service
options available we have reduced calls to
our customer contact centres by almost a
quarter year on year.
Some notable improvements include the
online “fix my broadband” diagnosis tool,
which allows customers to diagnose
broadband connection issues, often helping
them resolve issues for themselves or
We continued to see
competitive challenges
over the year, particularly
in the hyper-competitive
fixed broadband market,
where margins remain
under heavy pressure.
This is a key driver for our
emphasis on wireless
investment.
Page 15
Spark’s diversity and inclusion programmes
and on a range of strategic initiatives.
We’ve announced Matt Bain as Marketing
Director, a new role within the Leadership
Squad – commencing towards the end of
the 2018 calendar year. Matt is currently
European Managing Director for AKQA,
one of world’s leading innovation and
brand experience agencies, with
responsibility for 500+employees across
five countries. He will bring his outstanding
digital marketing and customer experience
skills right into the centre of our thinking
and actions.
Looking to the future
Significant change has been a consistent
fact of life at Spark in recent years but
during the past financial year we took this
to a new level as we radically embraced an
Agile operating methodology. We’re
proud of what we’ve achieved, firmly
positioning ourselves for future success in
an uncertain and fast-changing industry
and world. Furthermore, we have delivered
this change while maintaining financial and
operational momentum and ensuring our
business performance is to plan.
In the coming year we will be focused on
capturing the advantages the Agile way of
working will deliver for us: highly engaged
and productive people; a total focus on
what matters for customers; and the ability
to deliver new products and services – and
improve existing ones – faster than ever
before.
We believe our strategy sets us up for a
strong FY19. As we look ahead we are
confident we can continue to deliver for
you as shareholders, while making a wider
contribution as we help all of New Zealand
win big in a digital world.
Ngā mihi,
Justine Smyth
Chair
Simon Moutter
Managing Director
22 August 2018
significantly decrease the time required for
Spark to put resolution measures in place.
We have also deployed four customer-
facing virtual assistants – serving customers
across the Spark, Lightbox, Bigpipe and
Morepork brands. These ‘chatbots’ help to
answer simple questions, freeing up our
customer service agents for more complex
queries. They are in addition to more than
40 bots deployed throughout the business
to automate a range of business tasks.
This programme of digitisation and
automation is underpinned by our drive
for simplification across the business.
We have now completed the migration
of 178,000 consumer and small business
customers on to newer, simplified plans
with self-service functionality – offering a
better customer experience and reducing
our customer care costs. In March we shut
down the legacy dial-up service, which has
allowed us to reduce our overhead costs
by simplifying our offer to customers.
Giving New Zealand businesses
the edge
The transitioning of our business
customers to digital services products
gained real momentum over the year.
We saw further growth in cloud services,
driven by the continued uptake of ‘as a
Service’ products and the extension of
our security offer to enterprise customers.
Our new focus on service delivery
continues to improve the profitability of
our top IT services clients and we had
some major new client wins over the year.
Evolving media landscape
Spark is committed to being a key player in
a rapidly evolving media environment.
During the financial year we relaunched
Lightbox on a new platform with several
new features and services – including a
pay-as-you-go movie service, password-
protected kids area and a premium
subscription option. This helped Lightbox
surpass 350,000 users.
We also announced Spark had secured the
rights to Rugby World Cup 2019, English
Premier League football (from the 2019
season) and other high-quality content –
with more announcements to come.
New Zealanders will be able to stream
Rugby World Cup 2019 matches and
related content live or on-demand over
their home broadband or mobile
connections, with TVNZ also screening
seven live matches free-to-air. Other sports
content will be available on a subscription
basis on Spark’s sports platform, which will
launch in early 2019. The service will be
available to all New Zealanders – not just
Spark customers. While we have not yet
announced our platform provider, we are
negotiating with world-class sports
streaming specialists to deliver this
element of our sports offer. We see an
opportunity for standalone financial
returns in the sports media market but we
are also disciplined when it comes to our
investments in this area. We are looking to
secure content that can give us a
commercial return and believe we’ve
achieved that with the high-quality content
we’ve secured to date.
Highly competitive market
We continued to see competitive
challenges over the year, particularly in the
hyper-competitive fixed broadband
market, where margins remain under
heavy pressure. This is a key driver for our
emphasis on wireless investment.
While we continue to see growth in
mobile, this market also remains very price
competitive.
The Commerce Commission has informed
us it will publish the Issues Paper for its
Mobile Market Study by the end of August.
We continue to engage with the
Commission on the study, but as we have
emphasised in the past, with three
world-class networks delivering prices that
are below Organisation for Economic
Co-operation (OECD) averages and three
mobile network operators that are
ploughing significant investment into an
intensely competitive market, we don’t
envisage there will be a case for any new
mobile market regulation.
Senior leadership changes
During the year we announced some
changes to Spark’s leadership line up as we
move to an Agile way of working and away
from a traditional hierarchical organisational
structure based around large business units.
In the new Spark Leadership Squad, we
have assembled the right mix of skills, talent
and experience to collectively make the big
calls that will underpin our ongoing success
across the company. In this new model,
Leadership Squad members are no longer
responsible for individual business units,
instead providing support and guidance as
sponsors of relevant Agile units.
The change saw Jolie Hodson take on the
role of Customer Director, Mark Beder
become Technology Director and Claire
Barber become Product Director.
Melissa Anastasiou has also joined the
Leadership Squad. Melissa has been Spark’s
General Counsel since 2009 and more
recently took on a broader role working on
Page 16Spark New Zealand Annual Report 2018
1. Justine Smyth
Chair
Justine joined the Board of Spark
New Zealand in December 2011.
Her background is in finance and
business management (with Deloitte and
Lion Nathan). She is currently a director
of Auckland International Airport Limited
and Chair of The Breast Cancer Foundation
New Zealand. Former governance roles
include being a board member of the
Financial Markets Authority and Deputy
Chair of New Zealand Post Limited.
Justine’s experience in governance,
mergers and acquisitions, taxation and
financial performance of large corporate
enterprises, as well as actively investing
in small and medium enterprises (SMEs)
underpins her contribution as a director.
Justine has a Bachelor of Commerce from
the University of Auckland and is a Fellow
of the New Zealand Institute of Chartered
Accountants and a Chartered Fellow of
the Institute of Directors.
2. Alison Barrass
Non-executive Director
Alison joined the Board in September
2016. She brings a broad range of skills,
including knowledge and expertise in the
fast-moving consumer goods (FMCG)
sector and in governance, leadership and
marketing-led innovation. Her background
includes 30 years’ experience at major
international FMCG companies, including
PepsiCo, Kimberley-Clark, Goodman
Fielder and Griffins Foods. She currently
Chairs the Board of Methven and is a
director with Gough Group, Heilala Vanilla,
Lewis Road Creamery and Rockit Global.
Alison was previously Chair of the Breast
Cancer Research Trust and a director of
The Parenting Place and Callaghan
Innovation. Alison has a Bachelor of
Science from the University of
Southampton and a Business Diploma in
Marketing from the University of Auckland.
Board of Directors
Our
Board.
1
3
5
7
2
4
6
8
Page 17
3. Paul Berriman
Non-executive Director
Paul joined the Board in December 2011,
bringing over 25 years of international
experience in telecommunications, media
and convergence. Since 2002 he has been
Group Chief Technology Officer of the HKT
Trust, where he’s responsible for leading
the group’s product and technology
roadmap and strategic development.
Prior to this he was Managing Director of
management consultancy Arthur D. Little
in Hong Kong and he has held roles in
Reuters and several major Hong Kong
service providers. In 2009 Paul was
recognised by the IPTV World Forum with
its Special Merit Award for Outstanding
Industry Contribution and in 2008 he was
listed as one of the Global Telecoms
Business Magazine’s top 100 “most
influential persons in telecoms”. He is a
Chartered Engineer who holds a Bachelor
of Science in electro-acoustics from the
University of Salford (UK) and an MBA from
the University of Hong Kong. Paul is a
Director of Rain Networks in South Africa
and the Next Generation Mobile Networks
Alliance in the UK.
4. Alison Gerry
Non-executive Director
Alison joined the Board in July 2016.
She has more than 20 years of experience
working in trading, finance and risk roles
for corporates and financial institutions,
including Macquarie Bank, HSBC and Lion
Nathan. Alison spent 17 years working
overseas, mainly in Australia and Asia, and
was also a Visiting Fellow at Macquarie
University for 12 years. From 2007 Alison
has been a professional company director
and is currently also a director of Infratil
and Vero and on the Board of Wellington
Airport. She is former Deputy Chair of
Kiwibank and a former director of TVNZ
and NZX. Alison has a Bachelor of
Management Studies 1st class Hons from
Waikato University and a Master of Applied
Finance from Macquarie University.
5. Pip Greenwood
Non-executive Director
Pip joined the Board in April 2018,
bringing significant experience in capital
markets, mergers and acquisitions,
telecommunications and governance.
She was recently appointed as interim
CEO of Russell McVeagh, having been
a senior partner at the firm, with over ten
years’ experience on the firm’s Board
including time as its Chair. Over the years
Pip has advised on many high-profile
New Zealand corporate transactions that
have changed the face of industries.
She was a member of the New Zealand
Takeovers Panel from 2007 to 2011
and is a current director of Fisher & Paykel
Healthcare and a trustee of the Auckland
Writers Festival. Pip has an LLB from the
University of Canterbury.
6. Ido Leffler
Non-executive Director
Ido joined the Board in June 2014.
He brings experience in developing
digital brands and extensive networks in
the start-up communities of Silicon Valley
and Australasia. Ido is the co-founder and
Chief Executive Officer at Yoobi, a school
supplies company that engages kids
through bright colours, cool designs
and, most importantly, cause. He is also
Co-founder of Yes To Inc. – a leading
global natural beauty brand; Co-founder
and Chairman of Brandless – a disruptive
consumer packaged goods company;
and the Chairman of Beach House Group
– a global consumer products solutions
house. Ido sits on numerous corporate
and advisory boards, including
The United Nations Foundation Global
Entrepreneur Council.
7. Simon Moutter
Managing Director
As Managing Director Simon works to
ensure the company has a sound strategy
in place and applies his leadership and
management capability to deliver on that
strategy and run an efficient business.
He has led the reinvention of Telecom
to Spark, to better reflect the fast-changing
new world of digital services. Simon
returned to Spark in mid-2012, having
managed most parts of Telecom as Chief
Operating Officer during the years
2003-2008. In the intervening years he led
Auckland International Airport for a period
of four years, in which he transformed the
customer experience and delivered a
significant uplift in its growth trajectory.
Simon also spent 13 years in the electricity
and gas industry, including as Chief
Executive of Powerco (1992 to 1999).
Simon has a Master’s degree in
Engineering from the University of
Canterbury and a Bachelor's degree
in Science from Massey University.
8. Charles Sitch
Non-executive Director
Charles joined the Board in December
2011. He has more than 20 years’
experience in driving business strategy,
having worked for McKinsey & Company
from 1987, where he became senior
director in 2010, primarily working with
CEOs and boards on strategy and
operations turnarounds, before retiring
in 2010. Since 2006 he has been involved
in various new business ventures.
Charles is Chairman of the Board of Trinity
College at the University of Melbourne
and a committee member of the
Melbourne Cricket Club. He holds an
MBA from Columbia Business School
and an LLB and BCom from Melbourne
University. He is also a Graduate of the
Australian Institute of Company Directors.
Page 18Spark New Zealand Annual Report 2018
1. Claire Barber
Product Director
As Product Director Claire is responsible
for designing and delivering products and
service experiences that customers value.
Claire is also responsible for shaping
Spark’s investments and maturing
capability in digital, IT, data and
experience design to deliver on future
business needs. She joined Spark in July
2011 as General Manager Change and
Technology and was appointed Chief
Digital Officer in July 2016. She has led
strategic projects, including IT in-sourcing,
developing new operating models and
simplifying products and processes.
Claire brings to the role more than
20 years of experience in international
technology and telecommunications,
having held a variety of roles in IBM
working with clients in India, China and
the Asia Pacific region. She has a PhD from
the University of Northumbria in the UK
and has previously held positions in
academia locally and internationally.
Leadership Squad
Leadership
Squad.
1
3
5
2
4
6
Page 19
2. Mark Beder
Technology Director
As Technology Director Mark steers the big
technology choices and deployment that
ensures Spark offers customers
New Zealand’s best data connectivity
experience. This means optimising the
huge investments in data networks,
mobile, and IT infrastructure to set Spark
up for success and growth and enable
New Zealand’s digital future. Mark became
Chief Operating Officer in 2016, after
joining the business in 2003. Since 2003
he has held several senior roles, including
General Manager Value Management with
responsibility for Group Procurement, IT
and network investment, management of
the Chorus relationship and mobile
capacity. He has successfully driven major
initiatives and innovation, including Spark’s
Mobile network evolution and the ongoing
replacements of the PSTN with a new
Converged Communications Network
(CCN). Before joining Spark Mark worked
as a Senior Manager for Ernst and Young
Consulting in Auckland. He has a
Bachelor’s degree in Commerce from
the University of Auckland.
3. David Chalmers
Finance Director
As Finance Director David draws on his
extensive experience in finance, media and
digital business to drive clear insights
around what customers value, what makes
the business more competitive and what
delivers value for Spark in competitive and
rapidly changing digital markets. His role
includes accountability for framing the key
strategic choices for Spark. He joined the
Spark Leadership Team as Chief Financial
Officer (CFO) in October 2016. Prior to
Spark David was Chief Financial Officer
for Mediaworks, including a period of time
as interim Chief Executive Officer. He has
held a number of senior financial and
general management roles with iSelect
Limited, Dulux Group Limited and
Macquarie Capital. David has an MBA
from INSEAD Business School and a
Bachelor of Commerce (Hons) from the
University of Melbourne.
4. Jolie Hodson
Customer Director
As Customer Director Jolie understands
dynamic, competitive markets and focuses
on developing clear insight into what
customers value, what makes the business
more competitive and what delivers value
for Spark New Zealand. Jolie joined Spark
in 2013 as CFO before becoming CEO
Spark Digital in October 2016. Prior to
joining Spark she worked for 12 years with
the Lion Group and Deloitte in a range of
senior finance roles. She has a Bachelor of
Commerce from the University of Auckland
and has attended the Strategic
Management Program at Sydney's
Macquarie Graduate School of
Management.
5. Joe McCollum
Human Resources (HR) Director
As HR Director Joe understands the critical
importance of an organisational culture
of success and has been very involved in
the cultural shift at Spark. He joined Spark
in November 2012, bringing over 30 years’
global experience in leading
transformational HR initiatives at
companies undergoing significant change
and operating in rapidly changing markets.
He has a diverse background that includes
executive leadership positions in the
hospitality, music, software and media
industries in New Zealand, the UK and
elsewhere. This includes as HR Director
for Lion Nathan and senior roles at EMI
and news media group DMGT, global
chemical company ICI and global software
provider Misys. Joe also worked in Saudi
Arabia for five years in the 1970s as the
HR Director for a 4,500-staff hospital
company before joining Pepsi initially
in Cyprus and then in the headquarters
in New York. He has an MSc in Business
Studies from Columbia University.
6. Melissa Anastasiou
General Counsel
Melissa was appointed to the Spark
Leadership Squad on 1 July 2018.
As General Counsel, Melissa leads Spark’s
legal and compliance functions, providing
Spark with strategic legal and commercial
guidance, ensuring the business acts
lawfully and with the utmost integrity.
She has also played a pivotal role in
leading out Spark’s diversity and inclusion
programme. Melissa joined Spark in 2009
and undertook a range of legal roles
across the organisation before being
appointed as Group General Counsel in
2012. Prior to joining Spark Melissa spent
a number of years as a Senior Legal
Counsel for UK mobile provider Telefonica
O2. She also has extensive experience
working for leading corporate law firms
in Auckland and the UK. Melissa has a
Bachelor of Laws from Victoria University
of Wellington.
Matt Bain
Marketing Director – joins November 2018
Matt will join Spark as Marketing Director
in November 2018, bringing his
outstanding digital marketing and
customer experience skills to place the
customer right at the centre of Spark’s
thinking and actions. Matt is a New
Zealander, currently based in Amsterdam
as European Managing Director for agency
AKQA – one of the world’s leading
innovation and brand experience
agencies, with responsibility for 500+
employees across five countries.
Over an 18-year career Matt has built an
impeccable international reputation with
some of the world’s greatest brands –
Nike, Heineken, Mini, Rolls Royce, Siemens,
EASports, Audi, Phillips, Tommy Hilfiger
and KLM amongst others. He holds a
Bachelor of Commerce from the University
of Auckland.
Page 20Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Our environmental,
social & governance
commitments
Page 21
We will do this by:
>>
Focusing on long-term growth and
business sustainability;
>>
Cultivating an inclusive workplace
of diverse and engaged people;
>>
Supporting Spark Foundation to
encourage generosity and build
a better future for New Zealanders;
>>
Using technological innovation to
reduce our own environmental impact
and that of our customers;
>>
Embedding our Supplier Code of
Conduct into supply chain management;
and
>>
Applying best practice governance
and risk management procedures.
Spark prepares a separate Environment,
Social and Governance Report (ESG
Report), which provides more detail on
our commitments in each of these areas.
The following sections provide a summary
of our ESG Report, which is available
from our website at
www.sparknz.co.nz/what-matters and
www.sparknz.co.nz/about/governance
Spark’s purpose is to help
all of New Zealand win
big in a digital world.
To truly live this purpose,
we must do the right
thing by our shareholders,
our people, our customers
and ultimately, by all
New Zealanders.
Long-term
Growth
People &
remuneration
CommunityEnvironment
GovernanceRisk
Page 22Spark New Zealand Annual Report 2018Environmental, social & governance reporting
This strategy is reinforced by three, more
recent, key areas of focus:
>>
An increased emphasis on wireless
services and investment;
>>
Better serving price-sensitive customers;
and
>>
The company with the lowest operating
costs in our industry in New Zealand.
Our commitment to being an
environmentally aware, low-carbon
business; a strong culture of diverse and
engaged talent; and maintaining a strong
governance framework helps strengthen
Spark’s market position and aims to
enhance investor confidence in the
long-term sustainability of our business
strategy.
We have already made significant progress
against our three focus areas – giving us
the confidence to transition to an Agile
operating model that will:
>>
Deeply embed customer centricity;
>>
Dramatically increase speed to market;
and
>>
Foster highly empowered, more
productive and engaged people.
Spark is committed to delivering
consistent earnings growth,
sustainable business performance
and dividends that in the long term
are fully funded through earnings.
We operate in a tough and competitive
industry and we know our aspirations are
bold. Nonetheless, we believe we have the
capability and expertise needed for
success, with a number of assets:
>>
Spark’s people and Leadership Squad
are energised and highly capable;
>>
A solid track record of execution;
>>
A clear view of market dynamics,
opportunities and the risks ahead;
>>
A solid technology foundation that is
adaptable and future ready; and
>>
A strong suite of assets, including
market scale, strong balance sheet and
cash flow, portfolio of brands, strong
channels and partnerships, digital
service capabilities and a powerful
organisational culture.
As a result we remain on track to deliver
on our aspiration to, over time, increase
EBITDA margin into the low 30% range
(from high 20% range currently). This will
be underpinned by sustained revenue
growth and cost reductions in Spark’s core
business areas; complemented by
selectively entering new high-growth
markets to unlock additional revenue
streams and business models.
We also retain our ambition to pay a
sustainable dividend per share, that in the
long term is fully funded through earnings,
of 25 cents per share. This is reflective of
sustainable growth in Free Cash Flow (FCF)
and a prudently managed capital structure,
which in turn allows for consistent
distributions to shareholders. This focus
on long-term growth and business
sustainability will deliver the Spark of the
future, as we continue on our path to help
New Zealanders win big in a digital world.
FY18 adjusted EBITDA up
2.2%
FY18 adjusted earnings
per share up
0.4%
Compound average total
shareholder return:
17. 0 % p.a.
over the past three years
Long-term
growth
Page 23
Modest revenue growth
Tight capital expenditure
management driving
FCF growth
Competitive advantage
Margin expansion
Prudent capital structure
Environmental and
social sustainability
Strong governance
•
Grow core mobile and IT services
•
Enter high-growth segments
•
Selective bolt-on mergers and acquisitions
•
Embrace a wireless future
•
Digitise the service experience
to create operational efficiency
•
Amazing customer experiences
•
Differentiate through multi brand
and inclusions
•
Superior IT platforms and networks
•
Environmentally aware
•
Reduce carbon emissions
•
Contributing to New Zealand communities
•
Socially diverse and engaged talent
•
Proactive risk management policies
•
Diverse Board composition and skills
•
Capex maintained at ~11-12% of sales
•
Investment focused on future revenue
streams and transforming customer
experience
•
A- credit rating
•
Ambition to pay a sustainable dividend per
share, that in the long term is fully funded
through earnings, of 25 cents per share or
above; with consideration to topping up
earnings in the short term
Rising
dividend
profile
KEY FOCUS AREAS
Long-term growth
Evidenced by Total Shareholder Returns
SHARE PRICE GROWTH
Sustainable
business
performance
Consistent
earnings
growth
SPARK’S MODEL FOR LONG-TERM GROWTH
Page 24Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Progress on these goals during FY18
included:
>Increased female directors from 38%
to 50% of the total Board as at 30 June
2018;
>Appointed Spark’s first female Board
Chair, Justine Smyth;
>Proportion of females on Spark’s
Leadership Squad increased from 29%
in FY17 to 33% as at 30 June 2018;
>Reviewed and updated our parental
leave policy: effective from FY19 Spark
paid parental leave will increase from
six weeks to up to 22 weeks;
>Launched the Blue Heart Pledge to
demonstrate our commitment to
promoting diversity and inclusion in
the workplace; and
>Developed and applied a set of clear
standards in a clearly defined health and
safety framework.
Diversity and Inclusion
Spark continues to make good progress in
delivering diversity and inclusion initiatives,
with a focus on growing more balanced
gender representation at senior levels and
improving our cultural identity and
awareness. We believe that inclusion should
be hardwired into everything we do and
something that everyone at Spark
understands.
In 2018 we invited all Spark people to make
the ‘Blue Heart Pledge’, to mark their
commitment to supporting diversity and
inclusion. By the end of FY18, 2,704 people
had signed a Blue Heart pledge, including
all members of the Board and the
Leadership Squad and we expect this
number to grow in the coming months.
As part of our transition to Agile, we
established a new contribution model, with
transparent criteria for ensuring like-for-like
pay, for a like-for-like contribution – which is
how we measure pay parity. All our people
Spark seeks to employ the best people
and empower them to do great things
for our customers and for New
Zealand. To achieve this we remunerate
our people with competitive salaries,
provide them with a wide range of
benefits and incorporate customer
satisfaction measures into our
performance incentives. We also invest
in our people – looking to develop their
full potential and bring top talent
through into leadership roles
sooner rather than later.
Our key people goals are to:
>Create a diverse pipeline of leaders and
employees, with a culture of inclusion;
>Ensure Spark people are fairly
remunerated, and incentivised in ways
that lead to better customer outcomes;
>Ensure Spark has the right skills in our
Board and Leadership teams for the
digital future; and
>Provide a safe and healthy work
environment for Spark people and those
who work with us.
Spark has some long-term goals and
aspirations linked to these, including
having more than 50% of our directors,
Leadership Squad and people leaders be
either female or non-NZ European; embed
diversity and inclusion programmes into
our recruitment and progression practices;
ensure our people and people leaders
have the skills they need to succeed in an
Agile environment, achieve 100% gender
pay parity and ensure the high standards
of health and safety we have set flow
through to everything we do.
in the parts of the business that have
become ‘fully Agile’ (reorganised into tribes
and squads) have already been mapped to
this model with any pay parity issues
resolved.
MĀORI CULTURAL AWARENESS
Spark's vision for our Māori business strategy
is kanohi kitea – for our people to be seen,
connected and empowered. Our mission is
to become trusted advisors, enabling
intergenerational digital solutions through
amazing technology. Our purpose is
Āwhinatia ngā tangata katoa o Aotearoa, kia
matomato te tipu i tea o matihiko – To help
all New Zealanders so that they may grow,
stand strong and be successful in the digital
world.
The strategy endeavours to build a
relationship between Spark and the Māori
community and economy to effect change
and become a driver for cultural, economic
and social growth through meaningful
partnerships and digital platforms.
We continue to grow and develop our Māori
talent. A key achievement in FY18 was the
launch of the ‘Tuia Te Ao’ cultural intelligence
app to help all Spark employees to learn
about te reo Māori/Māori language me ōna
tikanga/and culture.
PRIDE
Spark was the first company in
New Zealand’s telecommunications sector to
achieve Rainbow Tick certification. We have
maintained this accreditation throughout
FY18. In 2018 we joined the #thankstoyou
campaign, part of the Auckland Pride
Festival, to further demonstrate our
commitment to being an ally and supporter
of the Rainbow Community. The campaign
included the announcement of a three-year
strategic partnership with OUTLine (a
confidential telephone support and
face-to-face counselling service available to
the LGBTQI+ community and their families
and friends).
People and
remuneration
33%
of Spark
Leadership Squad
was female at
30 June 2018
Page 25
relativities, performance, qualifications and
experience.
Short-term incentives (STI) – At Spark we
believe it’s about setting two or three
targets that will improve performance of
the business.
Long-term incentives (LTI) – For Spark
executives a key part of their role is to
effectively balance the short-term and
long-term success of Spark for people,
customers and shareholders. LTI is set over
three years, with an absolute Total
Shareholder Return (TSR) target of Spark’s
cost of equity plus 1% compounding
annually.
MANAGING DIRECTOR’S REMUNERATION
The Managing Director’s remuneration is
structured slightly differently to reflect the
long-term performance focus of his role.
Short
Short-Term
Incentive
STI
Long-Term
Incentive
LT I
Salary
Performance
Equity Incentive
PEI
Base
56%
of base
44%
of base
71%
of base
PERFORMANCE EQUITY INCENTIVE (PEI)
In addition to the three factors applied to
the Leadership Squad, the Managing
Director has a further PEI, essentially a
deferred STI, set at 44% of his base. The PEI
has the same performance criteria as the
STI scheme but the award is deferred for
two years and delivered in Spark shares.
HEALTH AND SAFETY (H&S)
The health and safety of our people is of
the utmost importance to Spark. We have
recently developed and committed to a
12-month health and safety roadmap,
which drew partially on recommendations
from external H&S consultancy IMPAC,
which we contracted to do a H&S gap
analysis. Our roadmap established a set of
clearly defined H&S standards that require
us to have a clearly defined H&S
framework, active hazard & risk
management, an employee-driven safety
culture and the right resources and
processes to deliver on our framework.
Integral to this plan is the implementation
of a new H&S information system, which
will shape and monitor key performance
indicators across the business, focusing on
Spark’s strategic objectives, targets and
managing critical hazards and risks.
Remuneration
Spark wants the best possible people doing
great things for our customers and for
New Zealand. To achieve this we remunerate
them with competitive salaries, provide them
with a wide range of benefits and use
performance incentives that include
customer satisfaction as a key measure.
LEADERSHIP SQUAD REMUNERATION
For the majority of the Spark Leadership
Squad remuneration is structured around
three key elements.
Base
50%
of base
40%
of base
Short
Short-Term
Incentive
STI
Long-Term
Incentive
LT I
Salary
Base salary – All Spark employee packages
include a substantial fixed remuneration
component that is set based on market
FY18 SHORT-TERM INCENTIVES
PERFORMANCE OUTCOME
For FY18 substantively all STI participants
shared the same Spark Group targets
comprising EBITDA and market Net
Promoter Score (our measure of customer
satisfaction).
The FY18 Group performance outcome,
as approved by the Board, is summarised
as follows:
Performance metricResult
Group EBITDA50% 57%
Market Net Promoter Score (mNPS)50%42%
Board discretion0%
Total99%
Based on the above result, the total
available funding pool for all eligible STI
participants across Spark for FY18 was
$9.4 million. The pool is allocated based
on individuals’ STI targets and may be
differentiated based on individual
performance. Total payments cannot
exceed $9.4 million.
Additional disclosure in relation to the
Managing Director’s FY18 STI scheme
outcome and FY18 LTI vesting outcomes
is included on pages 90 and 91.
FY19 INCENTIVES
The mechanics of FY19 STI will be similar
to FY18 – Group results will be the main
determinate of the STI pool and individual
target STI values and performance will
determine the allocation of the pool across
STI participants. The FY19 Group measures
will be a combination of EBITDA and
Customer Experience measures as in FY18
and an additional measure – Group gross
labour cost.
No changes are proposed to the LTI
scheme – in September 2018 the company
will offer eligible employees restricted
shares and vesting will be conditional on
service and TSR hurdles.
Weighting %
Page 26Spark New Zealand Annual Report 2018Environmental, social & governance reporting
NEW INVESTMENTS IN DIGITAL
LEARNING
Late in FY18 Spark Foundation trustees
committed to invest in three new social
ventures, totalling $550,000 and focused
on creating step-change in digital skills
and capability amongst kids.
Spark has also supported a range of other
education-focused initiatives by partnering
with national not-for-profit organisations.
These include:
>>
OMG tech!, a not-for-profit education
initiative to open the world of
technology to young students;
>>
First Foundation, with Spark funding the
university education of five talented
students from disadvantaged
backgrounds, along with paid work
experience during holidays and
mentoring;
>>
NZTech, with women at Spark in
Wellington hosting high school students
during a ShadowTech day to encourage
the next generation of women to pursue
careers in technology;
>>
The Lion Foundation Young Enterprise
Scheme, with Spark people being
business mentors to high school
students during the ‘Entrepreneurs in
Action’ business competition weekends;
and
>>
Springboard Trust where Spark people
provide mentoring to school principals.
We have a big part to play in creating
a better New Zealand. Spark’s
community initiatives are targeted
around education, as we seek to
ensure all New Zealanders, especially
the young, have the opportunity to
win big in the digital world. Spark also
uses digital technology to power
a more generous society through
Givealittle, New Zealand’s premier
crowdfunding platform for social
good. Spark's activities combine the
talent and passion of our people,
together with corporate programmes,
and the work of Spark Foundation,
a registered charity funded by Spark
and governed by a board of trustees.
Helping New Zealanders win big
in a digital world through learning
SPARK JUMP
As classroom learning goes digital,
students without broadband at home are
at risk of being left behind. After a
successful pilot in FY16, this year Spark
expanded Spark Jump – which offers
heavily subsidised broadband to families
with school-aged children who cannot
afford commercial broadband.
Administered by the Spark Foundation,
Spark Jump enables more school-aged
children to go online outside of classroom
hours and get on the right side of the
digital divide.
At the end of FY18, Spark Jump had 1,049
families connected and is continuing to
expand the programme around the country
with the support of our 65 community
partners in 82 locations. As these partners
know their respective communities well,
they are well placed to determine which
families have the most need and are
therefore eligible for Spark Jump.
Community
FY18 Performance
1,049
families connected
65
community partners
Spark Jump
82
locations
Page 27
MANAIAKALANI EDUCATION TRUST
Spark Foundation has been a major
funding partner of the Manaiakalani
Education Trust to bring learning to
low-income communities.
After a five-year partnership, Spark
Foundation’s investment in the Manaiakalani
Education Trust has come to a close.
Spark Foundation set out to create the
step-change required to scale up the
education programme, with the help of
Spark’s resources and friendship. Our
involvement started when the Manaiakalani
Trust was operating in a single site in
Tamaki, Auckland and with the help of
Spark's resources it has grown into a
fully-formed methodology available to
more than 50 schools across New Zealand.
Manaiakalani has helped to transform
teaching and learning methods,
significantly improving educational
achievement for the students of
participating schools.
During this time Spark people contributed
strongly to the friendship with the
Manaiakalani schools through activities
such as mentoring teachers, becoming
buddies to students and providing
feedback on their blogs and volunteering
at Manaiakalani schools.
Over the five years Spark Foundation’s
contribution totalled almost $2.8 million.
Spark Foundation remains proud of its
contribution and continues to have a
positive relationship with the Trust.
Unleashing potential
through generosity
GIVEALITTLE
The internet and the ‘power of the crowd’
can be strong enablers of generosity and
Spark Foundation is proud to own and
operate Givealittle, New Zealand's
crowdfunding platform for social good.
Givealittle has grown to become a
$18m
in donations raised by
Givealittle in FY18
1,12 5
volunteer days
donated in FY18
Spark Volunteer
Givealittle
$840,000
donated via
Spark Give in FY18
Spark Give
household name and hundreds of
thousands of New Zealanders use the site to
support the causes they feel passionate
about. In FY18 Givealittle causes raised a
total of $18 million in donations and reached
$88.4 million in donations since the platform
launched in 2008.
SPARK VOLUNTEER AND SPARK GIVE
Spark people have continued to
participate in volunteering and payroll
giving programmes, which allow them to
generously donate time or funds to causes
of their choice. In FY18, 1,125 days of
employee time were gifted. Spark Give, a
payroll giving programme, enables Spark
people to donate to New Zealand schools
and registered charities of their choice
directly from their pay, and Spark
Foundation will match the first $500 of
their giving each year. In FY18 donations
totalling $840,000 were distributed to
590 organisations. Since Spark Give
launched in 2011 almost $5 million in
cumulative donations has been gifted
to 1,010 New Zealand schools and
registered charities.
Unleashing potential through
stronger communities
Spark is committed to making New Zealand
a better place for all of us by supporting a
range of important community projects:
>>
Sponsorship of Lifeline’s new text service
HELP, which provides another channel of
support for New Zealanders going
through times of emotional distress;
>>
Encouraging young women to consider
careers in technology by hosting 100
primary school-aged girls at our Spark
City campus for Superhero Daughter
Day; and
>>
Helping New Zealand businesses find
their edge through Spark Lab, a
multiplatform thought leadership
platform providing videos, articles,
events and business tools.
590
schools and charitable
organisations received payroll
giving donations in FY18
Page 28Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Addressing and responding to
climate risk
As a technology business, Spark has a
relatively low emissions profile. However,
we are focused on continuing to challenge
ourselves to go further in reducing our
greenhouse gas emissions (measured in
CO2 equivalent) – both direct and indirect.
We are also looking at how we may need
to adapt to the risks presented by climate
change.
CARBON TARGET FOR 2025
In 2016 we set an ambition to reduce
greenhouse gas emissions (measured in
tonnes of CO
2
e) by 25% from FY16 levels
by 2025.
Over the past financial year, we have seen
our total emissions increase on FY17 and
(slightly) on the base year of FY16. There
are two main drivers of these increases:
1. The increase from the base year of FY16
was primarily due to an increase in value
chain emissions – air travel and
customers’ electricity consumption in
Spark’s data centres (reflecting
significant growth in our data centre
business).
Spark believes environmental
sustainability can be an important
driver of innovation in New Zealand.
Environment
0
FY18FY17FY16FY15FY14
10,000
20,000
30,000
OTHER
TRAVEL
REFRIGERANT
FLEET
DIESEL
ELECTRICITY
GREENHOUSE GAS EMISSIONS
Tonnes-CO
2
e
TARGET FOR FY18
$360k
ACTUAL IN FY18
$397k
TARGET FOR FY19
$360k
Network recycling revenue
2. Spark’s largest emission source is
electricity and as we source our
electricity from the national grid, our
emissions profile is impacted year to
year by the extent to which New Zealand
can rely on hydro generation rather than
thermal generation (which depends in
turn on rainfall into hydro catchment
areas). FY18 was a dry year and so
consequently Spark’s electricity supply
relied more on thermal sources (as did
the rest of New Zealand).
We are taking steps to address these
separate drivers of higher emissions, to
ensure we are still on track to reach our
2025 target.
We continue to focus on alternatives to air
travel where possible, such as video
conferencing.
While we can’t control how much of
New Zealand’s electricity is from renewable
sources in any given year, we can ensure
we are as efficient as possible in our use of
electricity – therefore protecting ourselves
in those years when thermal generation is
higher.
Page 29
Significant growth in Spark’s data centre
business has driven a 5% increase in
electricity consumption over the past two
years. However, core network electricity
consumption is down 1.5% since the base
year despite a significant increase in traffic
across our networks (including a greater
than five times increase on our mobile
network alone), due to increasing
efficiencies as we adopt new technology.
A good example of this is the transition
from the ageing PSTN network to our new
IP-based converged communication
network (CCN), which is a much more
efficient technology.
We are also taking small but important
steps when it comes to use of electricity in
our own offices – such as ensuring any new
office spaces are designed to be
sustainable and efficient in their use of
electricity (see following section on
‘Building Design’ below).
These increasing efficiencies give us
confidence we can manage down our
carbon footprint despite our customers’
insatiable thirst for our services.
NETWORK RECYCLING
Spark’s waste management strategy
proactively manages and coordinates
removal and recycling in an efficient and
cost-effective manner. In FY18 Spark
recovered a total of 497 tonnes of recycling
made up of 41 tonnes of Network e-waste
material and 455 tonnes of Network metals,
cables and batteries. Batteries made up 254
tonnes of the e-waste.
ENERGY EFFICIENT VEHICLES
Spark has joined New Zealand's 30 largest
companies in committing to 30% of our
corporate fleet being electric by October
2019. To date, we have 10 fully electric
vehicles. We have around 133 other
vehicles coming off lease or at the end of
their economic lives over the next 12–18
months, and the majority of these will be
replaced with electric vehicles.
TARGET FOR FY18
35,000
mobile phones recycled
ACTUAL IN FY18
25,422
TARGET FOR FY19
35,000
CURRENT FLEET INCLUDES:
10 fully electric vehicles
47 hybrid (non plug-in)
vehicles
AMBITION
30% of fleet electric or
plug-in hybrid by
October 2019
RE:MOBILE
Energy-efficient vehicles
25,422
mobile phones recycled
in F Y18
BUILDING DESIGN
Spark announced that we will lease a new
high-profile 5,000 sqm office in
Christchurch overlooking Cathedral
Square. Due for completion in 2019, the
building will co-locate the approximately
450 people who have been spread across
four locations since the 2011 earthquake.
The purpose-built facility features a base
isolation system designed to keep our
team safe in the event of an earthquake, as
well as a range of key sustainability
technologies, including a solar control
glazing system, low-energy lighting, rain
water tanks to provide water to toilets and
advanced chiller beam units to control
heating and cooling.
Green Star, an internationally recognised
rating system, has awarded the property
5 stars, acknowledging New Zealand
excellence in building design. NABERS NZ,
a system for rating energy efficiency of
office buildings, has given the building a
minimum of 4.5 stars, recognising
excellent performance.
Once this building is complete, our three
main offices in Auckland, Wellington and
Christchurch, housing around 2,600 of our
people, will be designed to these high
standards.
MOBILE PHONE RECYCLING
Spark aims to reduce the impact of
unwanted mobile phones by encouraging
customers and employees to recycle
handsets. As a member of the
Telecommunications Forum’s RE:MOBILE
product stewardship scheme, Spark
supplies recycling bins in all retail stores
and in many office buildings around the
country. In FY18, 25,422 mobile phones
were recycled through the RE:MOBILE
programme, with a percentage of the
profits going to the environmental charity
Sustainable Coastlines.
Page 30Spark New Zealand Annual Report 2018Environmental, social & governance reporting
The Board plays a pivotal role in
overseeing the strategic direction of
Spark and ensuring the right strategic
programmes are put in place and then
implemented.
High standards of
corporate governance
The Board and management are
committed to ensuring that Spark
maintains a high standard of corporate
governance and adheres to high ethical
standards as illustrated by:
>>
Spark continuing to follow all Principles
and Recommendations of the ASX
Corporate Governance Council
notwithstanding that this is no longer
mandatory due to its Foreign Exempt
Listing;
>>
Spark’s adoption of all
Recommendations of the NZX
Corporate Governance Code;
>>
Spark continuing to be a constituent of
the FTSE4Good Index Series following
independent assessment according
to the FTSE4Good criteria; and
>>
Voluntary reporting on Environment,
Social and Governance matters by Spark
generally.
The Board also plays a pivotal role in
overseeing the strategic direction of Spark
and ensuring the right strategic
programmes are put in place and then
implemented.
Board succession
Justine Smyth, an existing Spark director
with extensive governance experience
including time as the Chair of Spark’s Audit
and Risk Management and Human
Resources and Compensation Committees,
was appointed as Spark’s Chair effective
3 November 2017, succeeding Mark
Verbiest who retired from the Board
following Spark’s 2017 Annual Meeting.
Illustrating the strength of Board
succession planning, the following Board
Committee changes were also effective
3 November 2017:
Governance
Diversity
The Board recognises that building
diversity across Spark is critical for
delivering enhanced business
performance, including building diversity
of thought within the Board and its various
sub-committees. As illustrated by the
Board skills matrix later in this section, the
Board has an appropriate mix of skills,
diversity and experience to be ambitious
and deliver on those ambitions, enabling
Spark to tackle the challenges and
opportunities of the digital era.
Role of the Board
A key factor in Spark’s long-term growth
framework is strong governance, with focus
areas including proactive risk management
policies and having a diverse Board.
The Board of Directors is elected by
shareholders to protect and enhance the
value of the assets of Spark in the interests
of Spark and its shareholders. The Board
has statutory responsibility for the affairs
and activities of Spark, which in practice is
achieved through delegation to the
Managing Director and others who are
charged with the day-to-day leadership and
management of the company.
More information regarding the respective
roles and responsibilities of the Board
and management is set out in the Board
Charter, which can be found at:
www.sparknz.co.nz/about/governance.
The Board regularly reviews and assesses
Spark’s governance structures and
processes to ensure that they are
consistent with international best practice
in both form and substance.
Diverse Board
50%
of Board is female
Page 31
Board skills matrix
Justine SmythAlison BarrassPaul BerrimanAlison GerryPip GreenwoodIdo LefflerSimon MoutterCharles Sitch
Qualifications
BCom, FCA,
CFINSD
BSc, Political
Science, Dip Bus,
Marketing
MBA, BSc, CEng
BMS (HONS),
MAppFin
LLBBBS
ME, BE (HONS),
BSc
MBA, LLB,
BCom
Spark-specific Skills
Telco Experience
Retailing and Marketing
Digital/Technology/
Innovation
Operations
Generic Skills
Executive Leadership
and Strategy
Governance
Financial
Risk and Compliance
Legal and Regulation
People
Capital Markets
Geographical locationNZNZHong KongNZNZAustralia/USANZUSA
Tenure years
6.7 1.9 6.7 2<1 4 66.7
Gender
FFMFFMMM
>>
Ms Smyth succeeded Mr Verbiest as
Chair of the Nominations and Corporate
Governance Committee;
>>
Alison Gerry succeeded Ms Smyth as the
Chair of the Audit and Risk Management
Committee; and
>>
Alison Barrass succeeded Ms Smyth as
the Chair of the Human Resources and
Compensation Committee.
Following the retirement of Mark Verbiest,
the Board sought to appoint a new
director with relevant skills and experience
who would complement the diverse
perspectives already present around
Spark’s Board table. On 14 December
2017 the Spark New Zealand Board
subsequently announced the
appointment of Pip Greenwood as a
non-executive director.
Ms Greenwood is widely regarded as one
of New Zealand’s top commercial lawyers
and has significant experience in
governance, risk and compliance, legal
and regulation, as well as capital markets.
Ms Greenwood’s appointment took effect
on 1 April 2018.
Future Director
Spark also appointed Nagaja Sanatkumar
as its first ‘future director’ on 4 December
2017. The Future Directors programme is
run by the New Zealand Institute of
Directors and aims to give young, talented
people with an interest in corporate
governance the opportunity to observe
and participate in Boardroom discussions.
The aspiring directors attend all Board
meetings but they have no voting rights
and are not involved in decision-making.
Ms Sanatkumar is currently the General
Manager of Global eCommerce at
innovative New Zealand clothing retailer
Icebreaker and has an extensive
background in technology and marketing,
with a focus on digital and e-commerce
customer experiences.
Page 32Spark New Zealand Annual Report 2018Environmental, social & governance reporting
Spark’s purpose is to help all
New Zealanders win big in a digital
world. To achieve this we must
successfully execute our business
strategy and plan, while maintaining
high standards of operational
performance. Strong corporate
governance, including a highly
effective and integrated risk
management framework, helps
Spark people to make good
business decisions that create
stakeholder value.
Risk
In early 2018 Spark assessed the future
needs and alignment of the Managing Risk
Framework (MRF) as part of its Agile
transformation. Through consultation with
the Board and Leadership Squad it was
decided that benchmarking the framework
to COSO ERM: 2017 would provide a
leading practice aligned and fit-for-
purpose MRF.
COSO’s ERM framework is structured into
five risk management process domains.
Each one is supported by explanatory
principles. Each domain plays an
important and evolving part in the
management of Spark’s risks.
The framework is mandated by Spark’s
Managing Risk Policy. Additional guidance
is provided by Spark’s core policies that
help Spark’s people manage specific risks.
Principal Risks
Spark’s current principal risks and their
mitigation measures are summarised below.
CUSTOMER EXPERIENCE
Improving customer experience is
essential to grow and retain customers and
achieve our planned financial
performance. To make customers the focus
of our business, Spark has undertaken an
Agile transformation. Key features include
adopting an Agile customer-experience
focused organisational design and ways of
working so that customer centricity is
embedded in the design and delivery of
Spark’s products, services and solutions.
Customer experience targets have also
been embedded as incentive measures.
MOBILE
Intense competition in a mature market
keeps retail prices low and necessitates
significant added value in market offers to
enable competitive differentiation. This
pressures Spark’s mobile business
margins. Spark has adopted new Agile
ways of working to improve our business
and operating cost-efficiency. Our new
Agile Mobile product and segment tribes
are fully leveraging multibrand capabilities
and new strategic growth initiatives to help
us compete more effectively in today’s
price-sensitive markets.
BROADBAND
The New Zealand broadband market is
largely commoditised and intensely
competitive. This places Spark’s customer
scale and product margins under pressure.
Spark is responding by continuing to
migrate our copper broadband customers
onto fibre and wireless access
technologies to improve customer
experience and product economics. Our
new Agile product and segment tribes are
focusing on leveraging the product and
service mix across Spark’s brands to
succeed in price-sensitive markets.
IT SERVICES
Spark must continuously improve the
efficiency of its IT service delivery and
margin performance to achieve
sustainable earnings from this business
portfolio. A competitive market creates
high levels of price pressure that squeezes
margins.
Page 33
TECHNOLOGY PERFORMANCE
(NETWORK AND IT)
Services impacting events may occur
affecting the performance of Spark’s
networks and IT platforms and the
customer products and services they
support. This can damage our reputation
and reduce our ability to attract and retain
customers. These events can occur when
introducing new or operating existing
technology or when technology assets
reach the end of their economic or
engineering lives. Spark continues to
heavily invest in our mobile, data and fixed
and IT technology platforms to improve
service resilience, customer experience,
capacity and economic efficiency.
LOWEST OPERATING COST
Spark must manage its operating costs to
offset falling prices associated with the
commoditisation of our key markets if it is
to avoid impairing its margins and
earnings. To prevent this Spark must
continually improve our business
efficiency. Spark’s Quantum programme is
designed to deliver continued business
efficiency benefits over time. Key focus
areas of this programme include product
costs of sale, labour cost and other
material costs like financing mix and
interest costs.
MONETISING DATA GROWTH
Decreasing technology asset lifecycles and
rapid growth in customer data
consumption necessitates increased levels
of technology platform and network
capacity investment. When combined with
an environment of intense price-led
competition, it may become difficult for
Spark to monetise our network and IT asset
investment at economically sustainable
levels. To avoid this Spark continues to
invest in technology that lowers the per
unit cost of data carriage. These
investments include augmentation of
Optical Transport and Carrier Ethernet
fibre networks and the core and edge
mobile networks. New builds such as
Spark’s Converged Communications
Network integrates the processing of
voice, data and media traffic from all
access platforms at lower costs than the
legacy platforms it replaces. We have also
undertaken planning and trials around 5G
technology, which will enable further
monetisation of data growth with lower
costs of data.
IT AND DATA SECURITY BREACH
A major cyber or data security breach
would impact customer confidence
causing churn, increasing IT security costs
or resulting in fines. Spark relies on a best
practice aligned security operating model
and uses our privacy compliance
framework to keep networks and customer
information secure. Examples include
regular maturity assessments of the model
to inform calculated and continuing
investment in security threat and
monitoring response capability.
REGULATORY
Regulatory changes have potential to affect
the level of earnings Spark achieves for its
shareholders. The Government’s
Telecommunications (New Regulatory
Framework) Amendment Bill introduces an
entirely new regulatory framework from
2020 for fixed-line services provided to
Spark by Chorus and other local fibre
companies. The bill also grants the
Commerce Commission new powers to
monitor and enforce retail service-level
quality levels. How this regulatory
framework is implemented may have
important consequences for the retail and
wholesale telecommunications markets
Spark operates in. Similarly, the Commerce
Commission is presently undertaking a
mobile market study, considering all
aspects of mobile market structure and
performance, to identify whether any
aspect of the mobile market warrants
closer regulatory attention. Spark mitigates
regulatory risks through proactive
engagement with government, the
regulator and industry stakeholders and
we develop strategies to mitigate these
risks as they emerge.
COMPLIANCE OBLIGATIONS
Spark must comply with all relevant
legislation and regulations,
telecommunications service obligations
(TSO), NZX Listing Rules, applicable ASX
Listing Rules and the corporate
governance requirements of the NZX and
Financial Markets Authority (FMA). We
continue to voluntarily comply with the
ASX Corporate Governance Principles and
Recommendations (despite being granted
foreign exempt listing status by the ASX in
2015). Spark’s Digital Trust Team regularly
engage with the business to provide legal
and other compliance support, including
tools, training and advice.
Page 34Spark New Zealand Annual Report 2018Performance
YEAR ENDED 30 JUNE
20182017% CHANGE
Operating revenues and other gains
$M
3,6493,6141.0%
Operating expenses
$M
(2,657)(2,594)2.4%
Share of associates’ and joint ventures’ net losses
$M
(3)(4)(25.0%)
Reported earnings before interest, income tax,
depreciation and amortisation (EBITDA)
1
$M
9891,016(2.7%)
Adjusted EBITDA
1
$M
1,0381,0162.2%
Reported net earnings
$M
385418(7.9%)
Adjusted net earnings
1
$M
4204180.5%
Key performance indicators
Spark results overview
1 EBITDA, adjusted EBITDA, adjusted net earnings, adjusted earnings per share and capital expenditure are non-Generally Accepted Accounting Practice (GAAP) measures and are
not comparable to the New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) measures. These measures are defined and reconciled on page 40.
2 Includes wireless broadband connections.
3 Employee numbers are full-time equivalents, including contractors, and are measured as at 30 June.
Total mobile connections
2,458K
▲
2.8%
Total capital expenditure
$413M
▼
0.5%
Earnings per share
21. 0 cents
▼
7.9%
Adjusted earnings per share
1
22.9 cents
▲
0.4%
Total dividends per share
25 cents
FY17
25 cents
Broadband connections
2
700K
▲
1.9%
Capital expenditure to
operating revenues
11 . 3 %
FY17
11.5%
Employee numbers
3
5,507
▼
4.6%
Connections
Financial performance
Capital expenditure
1
Investors
People
Page 35
Net earnings movements
EBITDA
$989M
▼
$27M
▼
2.7%
ADJUSTED EBITDA
$1,038M
▲
$22M
▲
2.2%
OPERATING REVENUES
AND OTHER GAINS
$3,649M
▲
$35M
▲
1.0%
Mobile revenue
▲
$83M
▲
6.9%
Strong mobile service revenue
growth of $36 million, or 4.6%,
was driven by increased
average revenue per user
and connection growth.
Other mobile revenue, which
increased $47 million, or
11.3%, continues to be
driven by the sale of
high-end mobile devices.
Cloud, security and
service management
▲
$49M
▲
15.1%
Growth reflects strong
customer demand for the
benefits and flexibility that
Cloud-based ‘as-a-Service’
products offer.
Broadband revenue
▼
$4M
▼
0.6%
Broadband revenue
decreased despite an
increase in connections due
to increased migration to
lower-priced but higher-
margin wireless broadband
products since FY17.
Procurement and partners
▲
$8M
▲
2.3%
Procurement and partners
revenue increased due to
greater volumes over the
period.
Voice revenue
▼
$83M
▼
12.7%
Voice revenue continued to
decline, albeit at a slightly
accelerated rate, as a greater
proportion of customers opt
for broadband-only services
to their homes or businesses.
Managed data and
networks revenue
▼
$17M
▼
8.2%
Managed data revenue
continued to decline due to
the migration of business and
wholesale customers off
traditional data products, and
ongoing price pressure.
Other gains
▼
$10M
▼
50.0%
FY18 includes other gains of
$10 million related to the sale
of 50% of Connect 8 while
FY17 included $20 million
from the sale of surplus land
in Mayoral Drive, Auckland.
Other operating revenue
▲
$9M
▲
5.1%
Other operating revenue growth was driven by the continued
progress of Spark Ventures’ businesses, such as Qrious
(including the purchase of Ubiquity in July 2017) and a $3
million gain associated with the buy-back of retail stores,
partially offset by $11 million lower Southern Cross dividends.
OPERATING EXPENSES
($2,657M)
▲
$63M
▲
2.4%
Payments to
telecommunications
operators
▼
$39M
▼
5.7%
Decrease in baseband and
access charges and
broadband costs from the
uptake of wireless
broadband.
Labour
▼
$37M
▼
6.7%
Labour costs have decreased
despite costs associated with
business acquisitions due to
lower staff levels as we
transition to the lowest cost
operator model and the
implementation of the
Quantum programme.
Mobile costs
▲
$43M
▲
9.9%
Increase in mobile costs
reflects increased mobile
revenue, in particular mobile
device costs.
Other operating
expenses
▲
$28M
▲
5.6%
Increase due to a higher level
of advertising campaigns (up
$15 million), higher electricity
prices and higher impairment
expenses (up $5 million).
IT services costs
▲
$19M
▲
4.5%
IT services costs increased in
line with the growth in cloud,
security and service
management revenues.
Costs of change
▲
$49M
Costs of change associated
with Spark’s 'Quantum'
performance improvement
programme to radically
simplify and digitise
processes, products and
services. These include
external subject matter
expertise ($12 million),
relocation and property lease
costs ($4 million),
restructuring expenses
($26 million), programme
office functions ($3 million)
and product and system
decommissioning costs
($4 million).
SHARE OF
ASSOCIATES’ AND
JOINT VENTURES’
NET LOSSES
($3M)
▼
$1M
▼
25.0%
Spark’s holdings in associates and joint ventures has decreased, resulting in lower net losses
recognised, including the exit of Putti during the period.
NET EARNINGS
$385M
▼
$33M
▼
7.9%
ADJUSTED NET
EARNINGS
$420M
▲
$2M
▲
0.5%
EBITDA
$989M
▼
$27M
▼
2.7%
Income tax expense
$140M
▼
$2M
▼
1.4%
Decrease in line with the
decrease in net earnings
before tax.
Depreciation and
amortisation expense
$434M
▲
$4M
▲
0.9%
Small increase due to shorter
average useful lives of new
technologies offsetting lower
average capital expenditure
levels in the past three years.
Net finance expense
$30M
▲
$4M
▲
15.4%
Increase due to a $4 million
increase in finance expenses.
This reflects an increase in
average debt and stable
interest rates compared to the
prior year, partially offset by
higher capitalised interest.
Page 36Spark New Zealand Annual Report 2018Performance
Adjusted EBITDA and adjusted net earnings
As detailed on page 40 Spark presents adjusted EBITDA and adjusted net earnings when the year includes significant items greater than
$25 million. As included in the table above, FY18 included $49 million of costs of change and adjusted EBITDA and adjusted net
earnings for the year are reconciled as follows:
20182017
YEAR ENDED 30 JUNE
$M$M% CHANGE
Reported EBITDA9891,016(2.7%)
Add: costs of change49–NM
Adjusted EBITDA1,0381,0162.2%
Reported net earnings after tax385418(7.9%)
Add: costs of change49–NM
Less: tax effect on costs of change(14)–NM
Adjusted net earnings
4204180.5%
Adjusted EBITDA increased $22 million, or 2.2%, and adjusted net earnings increased $2 million or 0.5%.
$M
1,016
11,038(49)
989
45
(10)
2017 Reported
EBITDA
2018 Reported
EBITDA
Other
gains
Operating
revenues
Share of
associates' &
joint ventures'
net losses
Operating
expenses
2018 Adjusted
EBITDA
Costs of
change
900
920
940
960
980
1,000
1,020
1,040
1,060
1,080
1,100
(14)
A summary of the results of Spark’s key business units are outlined on pages 42 to 45. Further details of the FY18 and historical
performance of Spark are available in a separate financials file on the investor section of our website at: investors.sparknz.co.nz/
investor-centre.
In FY19 following a shift to Agile ways of working and change in Spark’s operating model, the current business unit segmentation
will no longer be applicable. A revised segment disclosure will be provided in the FY19 financial statements.
Page 37
Cash flows
Spark’s principal sources of liquidity are operating cash flows and external borrowing from established debt programmes and bank
facilities. The full statement of cash flows is provided on page 50 in the financial statements. The following provides a summary of the cash
inflows and outflows from operating, investing and financing activities during the year and the movements compared to FY17.
CASH INFLOWSCASH OUTFLOWS
NET CASH FLOWS
FROM OPERATING
ACTIVITIES
$777M
▲
$60M
▲
8.4%
Cash received from customers
$3,508M
▲
2.4%
Increase is consistent with the increase in operating
revenues from the prior year and movements in
working capital.
Payments to suppliers
and employees
($2,592M)
▼
0.7%
Decrease largely driven by
working capital
improvements.
Income
tax payments
($167M)
▲
16.8%
Increase in tax payments
due to the timing of tax
payments.
Dividend receipts
$50M
▼
24.2%
Decrease in Southern Cross dividend receipts due to
lower dividends during the year and the timing of cash
receipts.
Net interest payments
($22M) No change
No change in net interest payments reflecting lower costs
of debt and higher capitalised interest offsetting an
increase in average net debt during the year.
NET CASH FLOWS
FROM INVESTING
ACTIVITIES
($484M)
▲
$104M
▲
27.4%
Proceeds from sale of
businesses
$8M
▲
$8M
Proceeds from the sale of
50% of Connect 8 during
the year, with no sales in
F Y17.
Proceeds from sale of
property, plant and
equipment
$1M
▼
96.3%
Minor asset sales during
FY18, compared to $27
million received from the
sale of Mayoral Drive in
F Y17.
Payments for capital
expenditure and
capitalised interest paid
($422M)
▲
4.5%
Payments largely consistent
with capital expenditure for
the period, with the increase
driven by higher capitalised
interest and movement in
working capital.
Payments for, and
advances to,
long-term investments
($20M)
▲
300.0%
Payments for FY18,
including investment in
GlobeTouch, PropertyNZ
and the Rural Connectivity
Group and advances to
Southern Cross. There
were no significant
investments in FY17.
Payments for purchase of business
($51M)
▲
47M
Payments during the period included the acquisitions of
Ubiquity, Digital Island and the buy-back of retail stores
with only minor acquisitions in FY17.
NET CASH FLOWS
FROM FINANCING
ACTIVITIES
($290M)
▼
$47M
▼
13.9%
Net proceeds
from debt
$174M
▲
35.9%
A net increase in short
and long-term debt to
support acquisitions
activity and the top up of
dividends.
Receipts from
finance leases
$2M
▲
100.0%
Small increase in receipts
from finance leases
during the period.
Dividend
payments
($458M) No change
No change in dividend
payments as dividends
declared per share remained
unchanged.
Payments for
finance leases
($8M) No change
No change in payments for
finance leases during the
period.
Page 38Spark New Zealand Annual Report 2018Performance
Capital expenditure
1
Total capital expenditure for FY18 was $413 million, a decrease of
$2 million, or 0.48%, on FY17 (noting that FY17 spend included
approximately $15 million for remediation and network resiliency
improvements following the November 2016 Kaikoura
earthquakes). FY18 capital expenditure was 11.3% of operating
revenues, within our target of 11%-12% of operating revenues and
decreasing slightly from 11.5% in FY17.
20182017
YEAR ENDED 30 JUNE$M$M
Cloud3942
Converged Communications
Network (CCN)3215
International cable construction
and capacity purchases 1434
IT systems113112
Mobile network115102
Plant, network and core sustain
and resiliency6267
Other3843
Total capital expenditure413415
Capital expenditure in FY18 included the following key focus
areas and projects:
• $39 million was invested in cloud-related capital expenditure
to support cloud, security and service management revenue
growth;
• $32 million was invested in the CCN, which will replace the
legacy PSTN network and enable us to deliver IP-based voice
services in the future;
• Investment in international cable construction and capacity
purchases was $14 million as Spark continued to invest in
Southern Cross international cable capacity albeit at lower
levels than in the prior year;
• IT systems investment of $113 million in FY18 was focused on
simplification, automation and digitisation across our
products, customer journeys and IT systems to remove
manually intensive tasks and improve customer experience.
This also included the continued build of Telecommunications-
as-a-Service IT platforms for Spark Digital clients to support its
substantial take up by eligible government agencies;
• $115 million was invested in Spark’s mobile network in FY18
to continue the deployment of the single radio access network
(SRAN) and Long-Term Evolution (LTE) sites, increased capacity
and coverage for wireless broadband, as well as lifecycle
investment and licensing in the mobile core;
• $62 million was invested in the fibre build programme, Optical
Transport Network (OTN) and Carrier Ethernet expansion to
meet customer demand for services and traffic growth across
the network as coverage expands. Various investments in
Spark-owned properties were also carried out; and
• Other capital expenditure of $38 million includes investment
in store refits, migrating Lightbox to a new platform, Connect 8
(before the sale of 50% in May 2018), Qrious and launch of
Spark’s first low-power IoT network (Lora WAN).
1 Capital expenditure is a non-GAAP measure and is defined on page 40.
Page 39
Dividends
Spark pays dividends on a semi-annual basis. A 75% imputed ordinary dividend of 11 cents per share was declared for H1 FY18,
together with a 75% imputed special dividend of 1.5 cents per share. A 75% imputed ordinary dividend of 11 cents per share has also
been declared for H2 FY18, together with a 75% imputed special dividend of 1.5 cents per share, bringing the total dividends for FY18
to 25 cents per share, consistent with FY17.
H1 FY18
ORDINARY
DIVIDENDS
H1 FY18
SPECIAL
DIVIDENDS
H2 FY18
ORDINARY
DIVIDENDS
H2 FY18
SPECIAL
DIVIDENDS
Dividends declared
Ordinary shares11.0 cents1.5 cents11.0 cents1.5 cents
American Depositary Shares40.59 US cents5.54 US cents36.17 US cents4.93 US cents
Imputation
Percentage imputed75%75%75%75%
Imputation credits per share3.2083 cents0.4375 cents3.2083 cents0.4375 cents
Supplementary dividend per share
2
1.4559 cents0.1985 cents1.4559 cents0.1985 cents
‘Ex’ dividend dates
New Zealand Stock Exchange15 Mar 201815 Mar 201820 Sep 201820 Sep 2018
Australian Securities Exchange15 Mar 201815 Mar 201820 Sep 201820 Sep 2018
American Depositary Shares 15 Mar 201815 Mar 201820 Sep 201820 Sep 2018
Record dates
New Zealand Stock Exchange16 Mar 201816 Mar 201821 Sep 201821 Sep 2018
Australian Securities Exchange16 Mar 201816 Mar 201821 Sep 201821 Sep 2018
American Depositary Shares 16 Mar 201816 Mar 201821 Sep 201821 Sep 2018
Payment dates
New Zealand and Australia 6 Apr 20186 Apr 20185 Oct 20185 Oct 2018
American Depositary Shares 20 Apr 201820 Apr 201815 Oct 201815 Oct 2018
1 Based on the exchange rate at 15 August 2018 of NZ$1 to US$0.6576 and a ratio of five ordinary shares per one American Depositary Share. The actual exchange rate used for
conversion is determined in the week prior to payment when the Bank of New York performs the physical currency conversion.
2 Supplementary dividends are paid to non-resident shareholders.
For FY19, subject to there being no material adverse changes in operating outlook, Spark anticipates paying an annual total dividend of
25 cents per share. This is likely to be made up of an ordinary dividend determined by earnings, topped up by a special dividend to
maintain a total dividend of 25.0 cents per share. It is currently anticipated that the FY19 ordinary and special dividend will be at least
75% imputed. The dividend reinvestment plan remains suspended.
Page 40Spark New Zealand Annual Report 2018Performance
Non-GAAP measures
This annual report includes non-GAAP financial measures that are
not prepared in accordance with New Zealand Equivalents to
International Financial Reporting Standards (‘NZ IFRS’). Spark
believes that these non-GAAP financial measures provide useful
information to readers to assist in the understanding of the
financial performance, financial position or returns of Spark.
These measures are also used internally to evaluate performance
of business units, to analyse trends in cash-based expenses, to
establish operational goals and allocate resources. However, they
should not be viewed in isolation, nor considered as a substitute
for measures reported in accordance with NZ IFRS, as they are not
uniformly defined or utilised by all companies in New Zealand or
the telecommunications industry.
Spark’s policy is to present ‘adjusted EBITDA’ and ‘adjusted net
earnings’ when the year includes significant items (such as gains,
expenses and impairments) greater than $25 million. In FY18
costs of change of $49 million associated with the Quantum
programme (as described on page 35) have been deemed an
adjusting item. There were no adjusting items in FY17.
EARNINGS BEFORE INTEREST, INCOME TAX, DEPRECIATION
AND AMORTISATION (EBITDA)
Spark calculates EBITDA by adding back depreciation and
amortisation, net finance expense and income tax expense
to net earnings. EBITDA includes Spark’s share of associate
and joint venture net losses. A reconciliation of Spark’s
EBITDA and adjusted EBITDA is provided below and based
on amounts taken from, and consistent with, those presented
in the financial statements.
20182017
YEAR ENDED 30 JUNE
$M$M
Net earnings for the period
reported under NZ IFRS
385418
Add back: depreciation and
amortisation
434430
Add back: net finance expense
3026
Add back: income tax expense
140142
EBITDA
9891,016
Add: costs of change
49–
Adjusted EBITDA
1,0381,016
ADJUSTED NET EARNINGS
Adjusted net earnings reflects adjusted EBITDA, together with any
adjustments to depreciation and amortisation and net finance
expense, whilst also allowing for any tax impact of those items.
20182017
YEAR ENDED 30 JUNE
$M$M
Net earnings for the period
reported under NZ IFRS
385418
Add: costs of change
49–
Less: tax effect on costs
of change
(14) –
Adjusted net earnings
420418
ADJUSTED EARNINGS PER SHARE
Spark calculates adjusted earnings per share using adjusted net
earnings as reconciled above ($420 million), divided by the
weighted average number of shares outstanding during the year
(1,834 million). Adjusted basic and diluted earnings per share for
FY18 was 22.9 cents.
CAPITAL EXPENDITURE
Capital expenditure is the additions to property, plant and
equipment and intangible assets, excluding goodwill, acquisitions
and other non-cash additions that may be required by NZ IFRS,
such as decommissioning costs.
Page 41
Page 42Spark New Zealand Annual Report 2018Performance
OPERATIONAL HIGHLIGHTS
>>
Strong mobile performance delivering
7.1% growth in service revenue with
continued growth in our $59 and $79
pay monthly plans driving 3.1% average
revenue per user growth;
>>
Successful launch of the unlimited
mobile plan, driving upsells;
>>
An increase of 30,000 customers using
wireless broadband, with 114,000 now
using the service, resulting in improved
customer experience and operating cost
savings;
>>
37% increase in Lightbox users from
260,000 to over 355,000 and launched a
new pay per view movies service,
introducing a new revenue stream for
Spark;
>>
Key partnerships thriving with customers
growing on both Netflix (200% year on
year growth) and Spotify (16% year on
year growth);
>>
16% reduction in inbound contact
centre volume;
>>
Our employee NPS (eNPS) has grown 21
points as employees continue to actively
engage in the transition towards Agile
and empowered ways of working;
>>
17% improvement in Skinny mobile
margin driven by a combination of
strong customer and average revenue
per user growth, as well as a
rationalisation of channels to realise
profitable growth;
>>
Strong performance in our brands with
improvements in NPS in both our Spark
and Skinny brands;
>>
Customer use of our chat service has
increased 56%; and
>>
Insourcing of the Spark retail stores has
delivered $5 million of EBITDA benefits.
FINANCIAL PERFORMANCE
Operating revenues increased by $25
million, or 1.2%, in FY18. This was primarily
driven by a $78 million, or 7.9%, increase
in mobile revenues, including mobile
service revenue growth of 7.1% from
continued connection gains and a 3.1%
increase in average revenue per user from
FY17. This increase was partially offset by a
$49 million, or 15.3%, decrease in voice
revenues, in line with previous trends, as a
greater proportion of customers opted for
a broadband-only service to their home or
business. Broadband revenues decreased
by $5 million, or 0.8%, due to increased
migration to lower-priced but higher-
margin wireless broadband products since
FY17. Cloud, security and service
management, procurement and partners,
managed data and networks and other
operating revenues remained relatively
stable, increasing $1 million.
Operating expenses increased by
$7 million, or 0.6%, from FY17 primarily
driven by increased mobile costs reflecting
increased mobile revenue and, in
particular, mobile device costs. There was
also increased promotional activity during
the period through Spark Arena, the ‘Little
can be Huge’ brand campaign and key
new product launches. These increases
were partially offset by a $16 million, or
11.8%, reduction in labour cost and
decreased input costs through increased
wireless broadband and voice
connections.
This resulted in an overall increase in
EBITDA of $18 million, or 2.1%, in FY18.
Spark Home,
Mobile &
Business
20182017
YEAR ENDED 30 JUNE$M$MCHANGE %
Operating revenues2,0652,0401.2%
Operating expenses(1,194)(1,187)0.6%
EBITDA
1
8718532.1%
EBITDA margin42.2%41.8%
Financial result
The Spark Home, Mobile & Business
division is made up of the Spark,
Skinny, Bigpipe and Lightbox brands
that provide more than two million
New Zealand consumers and SMEs
with access to the technology, digital
and entertainment services they need
to unleash their potential. It provides
a full range of data, voice and content
services across fibre, wireless and
copper broadband, 3G, 4G and 4.5G
mobile, online video entertainment
and nationwide Wi-Fi zones.
48,000
mobile connection growth
>50%
of broadband customers on
fibre or wireless technology
114,000
wireless broadband customers
1 Costs of change associated with the Quantum programme are excluded from the segment result and are included
within the Corporate Centre as reconciled in note 2.1 of the financial statements.
Page 43
OPERATIONAL HIGHLIGHTS
>>
Real momentum in transitioning the
business to be a digital services
provider, with approximately 65% of
revenues now driven by IT Services;
• Launched new security products,
to capture the growth potential in
this market; and
• Developed new online self-service
functionality to guide customers
through online journeys;
>>
Launch of new service model providing
consistent service experience for SME
business customers across all channels;
>>
Focused effort on increasing pro-active
contacts and issue resolution, driving
continued improvement in the customer
relationship NPS scores;
>>
Increased operational excellence
performance resulting in service desk
interaction NPS improving 28 points;
>>
Consistently good service delivery has
resulted in continued growth in the
profitability of our top IT Services clients;
and
>>
Significant customer wins creating the
pipeline for FY19 revenue growth.
FINANCIAL PERFORMANCE
Operating revenues increased by
$26 million, or 2.1%, in FY18. The primary
driver of growth was cloud, security and
service management revenue, which grew
$49 million, or 15.5%, reflecting strong
customer demand for ‘as-a-Service’
products. When coupled with growth in
procurement and partners of $9 million,
the revenue growth was substantially more
than the ongoing decline in higher margin
voice and managed data and networks,
albeit at lower margins. Voice revenue
decline accelerated in FY18 largely due to
price pressure on our contact centre
solutions.
Operating expenses increased by
$10 million, or 1.2%, in FY18. Most of the
growth was in operating expenses
required to support the revenue growth in
cloud, security and service management
and procurement and partners. Labour
decreased by $11 million, or 5.2%, with
new employees brought on to support the
growing cloud and security businesses
more than offset by decreases in other
areas through the Quantum programme.
Overall, Spark Digital EBITDA increased by
$16 million, or 4.2%, in FY18, with growth
in cloud, security and service management
and the ongoing cost reduction from
Quantum offsetting underlying higher
margin voice and managed data and
networks declines.
Spark
Digital
Spark Digital provides solutions for
the rapidly evolving needs of
business, enterprise and government
customers to meet the demands of
an increasingly globalised and
mobile customer base. Spark Digital
has unique experience and capability
to deliver customers some of the best
ICT solutions in New Zealand and is
committed to helping customers gain
the competitive advantage that
digital solutions can deliver.
20182017
YEAR ENDED 30 JUNE$M$MCHANGE %
Operating revenues1,2631,2372.1%
Operating expenses(863)(853)1.2%
EBITDA
1
4003844.2%
EBITDA margin31.7%31.0%
Cloud, security and service
management revenue increased
15. 5%
Financial result
1 Costs of change associated with the Quantum programme are excluded from the segment result and are included
within the Corporate Centre as reconciled in note 2.1 of the financial statements.
Page 44Spark New Zealand Annual Report 2018Performance
OPERATIONAL HIGHLIGHTS
>Rolled out 4.5G services to 31 locations
to enhance network performance and
capacity and are now on a pathway
to 5G;
>Successful results at New Zealand’s first
live 5G mobile test site achieving speeds
of 9 Gigabits per second and an indoor
trial achieving speeds of 18 Gigabits per
second;
>Continued decommissioning of the
PSTN network, with removal of
equipment from a total 72 exchanges, or
10%, of the PSTN network;
>Lifted revenue growth momentum in our
distribution business;
>Delivered Phase 1 of Converged
Communication Network, unlocking
further wireless broadband and wireless
voice potential;
>New fibre capacity of 415 kilometres
added to the network, 265 kilometres
built and 150 kilometres leased;
>Delivered efficiency savings through
procurement and supply chain activities
and effective inventory management;
>Sold 50% of Connect 8 Limited to
Electra Limited, with the new joint
venture acquiring Sky Communications
Limited, supporting our fibre expansion
programmes and growth in mobile
capacity;
>Delivered significant improvements to
customer websites, customer app and
customer relationship management
systems, with 71% of customer journeys
now designed digital first;
>Automated 12 high-volume processes
using robotic process automation to
remove manually intensive tasks and
improve customer experience;
>Developed cutting edge data and
automation capabilities through
establishing a data lake, aggregating
100+ terabytes of data; and
>Website and MySpark app updated to
provide the ability to complete more
self-service transactions.
FINANCIAL PERFORMANCE
Operating revenues and other gains
increased by $18 million, or 34.6%, in
FY18. This includes revenues from Chorus,
Telegistics Repair Limited, Connect 8
Limited (prior to the sale of 50% in May
2018) and partnering arrangements.
Mobile revenue and other operating
revenue increased $8 million, or 17.4%,
while voice revenue remained flat. Other
gains of $10 million were recognised in
relation to the sale of 50% of Connect 8.
Operating expenses reduced by
$5 million, or 1.3%, in FY18. This was
primarily driven by a $19 million, or 11.9%,
reduction in labour cost linked to the
Quantum programme. This decrease was
partially offset by a $14 million, or 5.8%,
increase in other operating expenses,
which includes the impact of higher spot
prices on electricity costs, increased direct
network costs and higher other expenses,
partly offset by lower bad debts expense.
Overall, Spark Connect & Platforms
EBITDA improved by $22 million, or 6.3%,
in FY18 due to both increased operating
revenues and other gains and reductions
in operating expenses.
Spark
Connect
& Platforms
20182017
YEAR ENDED 30 JUNE$M$MCHANGE %
Operating revenues and other gains 705234.6%
Operating expenses(394)(399)(1.3%)
Share of associates’ and joint ventures’
net losses(2)(1)100.0%
EBITDA
1
(326)(348)(6.3%)
Spark Connect is responsible for
Spark’s ongoing network
performance and technology
roadmap, core connectivity, physical
infrastructure and shared services
functions, with the objective of
lowering our cost per gigabyte of
data across our networks. Spark
Platforms is responsible for
leveraging previous investments in
our IT re-engineering programme to
re-invent customer experience
through digital and service
transformation.
31
locations have 4.5G
services and promising
5G trials under way
Improving customer
experience using digital first
journeys and automation
Financial result
1 Costs of change associated with the Quantum programme are excluded from the segment result and are included
within the Corporate Centre as reconciled in note 2.1 of the financial statements.
Page 45
OPERATIONAL HIGHLIGHTS
>Growth in Qrious revenue and EBITDA,
resulting from the merger of Qrious and
Ubiquity, key client opportunities for
customer intelligence and engagement
expertise;
>Launched first low-power IoT network
(Lora WAN) with more than 65%
population coverage already achieved;
>Continued decline in voice revenues
offset by strong growth in our Wholesale
backhaul and IoT revenues; and
>Spark Ventures portfolio expanded
through strategic minority investment in
international IoT business GlobeTouch
and acquisitions of Ubiquity and Digital
Island. Further investment was made in
homes.co.nz while Putti investment was
exited.
FINANCIAL PERFORMANCE
Operating revenues across Spark Ventures
& Wholesale decreased by $4 million, or
1.6%, in FY18. This was primarily due to
ongoing rationalisation of wholesale
legacy copper-based voice and data
services, which decreased $24 million, or
15.9%. This continues to be partially offset
by revenue growth in Qrious, IoT, new
wholesale data and mobile services and
revenue from Ubiquity and Digital Island
businesses, which together increased
$20 million, or 36.4%.
Operating expenses increased by
$16 million, or 14.0%, in FY18. This was
due to increased labour costs of $8 million,
primarily associated with the acquisitions
of Ubiquity and Digital Island. Increased
operating expenses to support growth in
Qrious, IoT and Digital Island were partly
offset by cost efficiencies in Wholesale,
Morepork and Ventures support areas.
Additionally, a $7 million impairment
expense was recorded in relation to
long-term investments, inventory and
property, plant and equipment.
Overall, Spark Ventures & Wholesale
EBITDA declined by $19 million, or 14.7%,
in FY18 due to the rationalisation of
legacy-based services by wholesale
customers, higher operating expenses to
support new businesses and impairment
costs, partially offset by earnings growth in
new ventures and reduced share of
associates’ and joint ventures’ net losses.
NB: Spark Ventures and Wholesale
includes Wholesale, Qrious, Morepork and
IoT operations, costs associated with
early-stage proof of concepts and pilots
and, where applicable, share of net profits
or losses associated with associate
investments.
Spark
Ventures
& Wholesale
20182017
YEAR ENDED 30 JUNE$M$MCHANGE %
Operating revenues 240244(1.6%)
Operating expenses(130)(114)14.0%
Share of associates’ and joint ventures’
net losses–(1)(100.0%)
EBITDA
1
110129(14.7%)
EBITDA margin45.8%52.9%
Spark Ventures & Wholesale is
responsible for the development of
a portfolio of new businesses and
services that will create long-term
value for Spark, along with the
stewardship of Spark’s Wholesale
products and services. Through a
balanced portfolio of partner, build,
acquire and invest activity, Spark
Ventures & Wholesale will identify
and unleash new markets, revenue,
business models and capabilities
through three growth engines:
differentiation, adjacencies and new
wholesale services.
Acquisitions of Ubiquity and
Digital Island
Strategic investment in
GlobeTouch and increased
investment in homes.co.nz
Financial result
1 Costs of change associated with the Quantum programme are excluded from the segment result and are included
within the Corporate Centre as reconciled in note 2.1 of the financial statements.
Page 46Spark New Zealand Annual Report 2018Financial statements
Financial
statements
Financial statements47
Notes to the financial statements51
Section 1 – General information
1.1 About this report
1.2 Key estimates and assumptions
1.3 Significant transactions and events in the financial year
Section 2 – Financial performance information
2.1 Segment information
2.2 Operating revenues and other gains
2.3 Operating expenses
2.4 Net finance expense
Section 3 – Operating assets and liabilities
3.1 Receivables and prepayments
3.2 Inventories
3.3 Payables, accruals and provisions
3.4 Property, plant and equipment
3.5 Intangible assets
Section 4 – Group structure
4.1 Long-term investments
4.2 Business combinations
4.3 Subsidiaries
4.4 Joint operation
Section 5 – Funding and risk
5.1 Debt
5.2 Derivatives and hedge accounting
5.3 Financial and capital risk management
5.4 Equity and dividends
Section 6 – Other information
6.1 Net tangible assets
6.2 Taxation
6.3 Employee share schemes
6.4 Related party transactions
6.5 Reconciliation of net earnings to net cash flows
from operating activities
6.6 Commitments
6.7 Contingencies
6.8 New accounting standards not yet adopted
Independent auditor's report84
Page 47
Statement of profit or loss and other comprehensive income
YEAR ENDED 30 JUNE
20182017
NOTES$M$M
Operating revenues and other gains2.2 3,649 3,614
Operating expenses2.3 (2,657) (2,594)
Share of associates’ and joint ventures’ net losses4.1 (3) (4)
Earnings before interest, income tax, depreciation and amortisation 989 1,016
Depreciation and amortisation3.4, 3.5 (434) (430)
Net finance expense2.4 (30) (26)
Net earnings before income tax 525 560
Income tax expense6.2 (140) (142)
Net earnings for the year 385 418
Other comprehensive income
Items that will not be reclassified to profit or loss:
Revaluation of long-term investments designated at fair value
through other comprehensive income (22) (11)
Items that may be reclassified to profit or loss:
Translation of foreign operations – (1)
Cash flow hedges net of tax5.2 (6) 11
Other comprehensive (loss) for the year (28) (1)
Total comprehensive income for the year 357 417
Earnings per share
Basic and diluted earnings per share (cents) 21.0 22.8
Weighted average ordinary shares (millions) 1,834 1,832
Weighted average ordinary shares and options (millions) 1,834 1,834
See accompanying notes to the financial statements.
Page 48Spark New Zealand Annual Report 2018Financial statements
On behalf of the Board
Justine Smyth, Chair Simon Moutter, Managing Director
Authorised for issue on 22 August 2018
Statement of financial position
AS AT 30 JUNE
20182017
NOTES$M$M
Current assets
Cash 55 52
Short-term receivables and prepayments3.1 648 610
Short-term derivative assets5.2 6 –
Inventories3.2 79 94
Taxation recoverable 19 –
Total current assets 807 756
Non-current assets
Long-term receivables and prepayments3.1 258 237
Long-term derivative assets5.2 10 7
Long-term investments4.1 98 108
Property, plant and equipment3.4 1,039 1,070
Intangible assets3.5 1,207 1,153
Total non-current assets 2,612 2,575
Total assets 3,419 3,331
Current liabilities
Short-term payables, accruals and provisions3.3 470 464
Short-term derivative liabilities5.2 – 30
Debt due within one year5.1 249 295
Taxation payable 3 2
Total current liabilities 722 791
Non-current liabilities
Long-term payables, accruals and provisions3.3 21 18
Long-term derivative liabilities5.2 63 45
Long-term debt5.1 948 692
Deferred tax liabilities6.2 124 134
Total non-current liabilities 1,156 889
Total liabilities 1,878 1,680
Equity
Share capital 941 935
Reserves (437) (406)
Retained earnings 1,037 1,122
Total equity 1,541 1,651
Total liabilities and equity 3,419 3,331
See accompanying notes to the financial statements.
Page 49
Statement of changes in equity
SHARE
CAPITAL
RETAINED
EARNINGS
HEDGE
RESERVE
SHARE-
BASED
COMPEN-
SATION
RESERVE
REVALUATION
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVETOTAL
YEAR ENDED 30 JUNE 2018NOTES$M$M$M$M$M$M$M
Balance at 30 June 2017 935 1,122 (20) 5 (368) (23) 1,651
Adjustment on adoption of NZ IFRS 9
(net of tax)
3.1,
6.2 – (12) – – – – (12)
Balance at 1 July 2017 935 1,110 (20) 5 (368) (23) 1,639
Net earnings for the year – 385 – – – – 385
Other comprehensive income/(loss) – – (6) – (22) – (28)
Total comprehensive income/(loss) for the year – 385 (6) – (22) – 357
Contributions by, and distributions to, owners:
Dividends5.4 – (458) – – – – (458)
Supplementary dividends – (50) – – – – (50)
Tax credit on supplementary dividends – 50 – – – – 50
Issuance of shares under share schemes 6 – – (3) – – 3
Total transactions with owners 6 (458) – (3) – – (455)
Balance at 30 June 2018 941 1,037 (26) 2 (390) (23) 1,541
SHARE
CAPITAL
RETAINED
EARNINGS
HEDGE
RESERVE
SHARE-
BASED
COMPEN-
SATION
RESERVE
REVALUATION
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVETOTAL
YEAR ENDED 30 JUNE 2017NOTE$M$M$M$M$M$M$M
Balance at 1 July 2016 923 1,162 (31) 9 (357) (22) 1,684
Net earnings for the year – 418 – – – – 418
Other comprehensive income/(loss) – – 11 – (11) (1) (1)
Total comprehensive income/(loss) for the year – 418 11 – (11) (1) 417
Contributions by, and distributions to, owners:
Dividends5.4 – (458) – – – – (458)
Supplementary dividends – (59) – – – – (59)
Tax credit on supplementary dividends – 59 – – – – 59
Issuance of shares under share schemes 8 – – (4) – – 4
Other transfers 4 – – – – – 4
Total transactions with owners 12 (458) – (4) – – (450)
Balance at 30 June 2017 935 1,122 (20) 5 (368) (23) 1,651
See accompanying notes to the financial statements.
Page 50Spark New Zealand Annual Report 2018Financial statements
Statement of cash flows
YEAR ENDED 30 JUNE
20182017
NOTES$M$M
Cash flows from operating activities
Cash received from customers 3,508 3,425
Interest receipts 15 14
Dividend receipts 50 66
Payments to suppliers and employees (2,592) (2,609)
Income tax payments (167) (143)
Interest payments (37) (36)
Net cash flows from operating activities6.5 777 717
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 1 27
Proceeds from long-term investments – 6
Proceeds from sale of business 8 –
Payments for purchase of business (51) (4)
Payments for, and advances to, long-term investments (20) (5)
Payments for purchase of property, plant and equipment and intangibles (414) (398)
Capitalised interest paid (8) (6)
Net cash flows from investing activities (484) (380)
Cash flows from financing activities
Net proceeds from debt5.3 174 128
Dividend payments (458) (458)
Payments for finance leases (8) (8)
Receipts from finance leases 2 1
Net cash flows from financing activities (290) (337)
Net cash flow 3 –
Opening cash position 52 52
Closing cash position 55 52
See accompanying notes to the financial statements.
Page 51
1
Notes to the financial statements: General information
Section 1 General information
In this section
This section includes general information to assist in
understanding how these financial statements were prepared.
A summary of significant transactions and events provides a
snapshot of what affected the financial performance and
position of Spark during the year.
1.1 About this report
Reporting entity
These financial statements are for Spark New Zealand Limited
(the Company) and its subsidiaries (together ‘Spark’ or ‘the
Group’).
Spark is a major supplier of telecommunications and digital
services in New Zealand. Spark provides a full range of
telecommunications and information and communications
technology products and services, including: local, national,
international and value-added telephone services; mobile
services, data networks, broadband services, internet TV; IT
services and procurement; equipment sales; and installation
services.
The Company is incorporated and domiciled in New Zealand,
registered under the Companies Act 1993 and is an FMC
reporting entity under the Financial Markets Conduct Act 2013.
The Company is listed on the New Zealand Main Board equity
security market and the Australian Securities Exchange and the
address of its registered office is Spark City, 167 Victoria Street
West, Auckland 1010, New Zealand.
Basis of preparation
The financial statements have been prepared in accordance
with Generally Accepted Accounting Practice in New Zealand
(‘NZ GAAP’). They comply with New Zealand equivalents to
International Financial Reporting Standards (‘NZ IFRS’) and
other applicable Financial Reporting Standards, as appropriate
for profit-oriented entities. The financial statements also comply
with International Financial Reporting Standards (‘IFRS’).
The measurement basis adopted in the preparation of these
financial statements is historical cost, modified by the
revaluation of certain investments and financial instruments as
identified in the accompanying notes. These financial
statements are expressed in New Zealand dollars, which is
Spark’s functional and presentation currency. All financial
information has been rounded to the nearest million, unless
otherwise stated. Certain comparative information has been
updated to conform with the current year’s presentation.
The principal accounting policies applied in the preparation of
these financial statements are set out in the accompanying
notes where an accounting policy choice is provided by NZ
IFRS. A policy is also included when it is new or has changed, is
specific to Spark’s operations or is significant or material.
Where NZ IFRS does not provide an accounting policy choice,
Spark has applied the requirements of NZ IFRS but a detailed
accounting policy is not included.
New and amended standards adopted by Spark
Early adoption of NZ IFRS 9 Financial Instruments (2014)
Spark has early adopted NZ IFRS 9 Financial Instruments (2014)
(NZ IFRS 9), the final version of the standard, which replaces
earlier versions of NZ IFRS 9 and completes the replacement of
NZ IAS 39 Financial Instruments: Recognition and
Measurement. The new standard includes three areas of
change:
1. Classification and measurement of financial instruments;
2. A single, forward-looking, ‘expected loss’ impairment model;
and
3. Substantially reformed approach to hedge accounting.
1. Classification of financial instruments
Spark early adopted Part 1 of NZ IFRS 9 (2009) Financial
Instruments from the year ended 30 June 2010 and adoption of
the final NZ IFRS 9 standard has not required any changes to
Spark’s classification and measurement of financial assets or
financial liabilities.
2. New impairment model
NZ IFRS 9 prescribes an ‘expected credit loss’ model instead of
the previous incurred loss model, so it is no longer necessary
for a trigger event to have occurred before recognising credit
losses. NZ IFRS 9 requires Spark to now base the measurement
of expected credit losses on forward-looking information, as
well as current and historic information. This has resulted in an
increase in provisioning for expected credit losses, as losses
are recognised earlier. Spark has applied the simplified
approach to all balances, which requires the recognition of
lifetime expected credit losses at all times. The cumulative
impact of the change has been adjusted through opening
retained earnings, as shown in the statement of changes in
equity. Refer to note 3.1 for further details on Spark’s expected
credit loss provision measured under the new impairment
model.
3. Hedge accounting
NZ IFRS 9 introduces a new hedge accounting framework that
better aligns with Spark’s risk management objectives and
provides greater flexibility in achieving hedge accounting. This
includes the introduction of an aggregate exposure concept,
being the combination of an exposure and a derivative, which
together, can be designated as a hedged item. NZ IFRS 9 also
includes a more qualitative and forward-looking approach to
assessing hedge effectiveness. There was no financial impact
on adoption. Refer to note 5.2 for further details on Spark’s
hedge accounting.
Amendments to NZ IAS 7 Statement of cash flows
As part of the disclosure initiative, amendments were made to
NZ IAS 7 Statement of cash flows, which introduce additional
disclosure to enable better understanding of changes in
liabilities arising from financing activities. The amendment
became effective for Spark in the current year and a
reconciliation has been provided in note 5.3 (d).
See note 6.8 for details on new accounting standards issued
but not yet adopted.
Page 52Spark New Zealand Annual Report 2018Notes to the financial statements
1.2 Key estimates and assumptions
The preparation of these financial statements requires
management to make estimates and assumptions. These affect
the amounts of revenues and expenses reported for the period
and the measurement of assets and liabilities as at 30 June.
Actual results could differ from these estimates.
The principal areas of judgement for Spark in preparing these
financial statements are found in the following notes:
• Note 2.2 Operating revenues and other gains
• Note 3.1 Receivables and prepayments
• Note 3.4 Property, plant and equipment
• Note 3.5 Intangible assets.
1.3 Significant transactions and events in
the financial year
The following significant transactions and events affected the
financial performance and financial position of Spark for the
year ended 30 June 2018:
Quantum programme (see note 2.3)
• Spark announced on 25 May 2018 that it would be
accelerating its ‘Quantum’ performance improvement
programme to realise financial benefits earlier than
previously envisaged. Costs of change for the year ended
30 June 2018, which include external subject matter
expertise, relocation and property lease costs, restructuring
expenses, programme office functions and product and
system decommissioning costs, totalled $49 million.
Business combinations (see note 4.2)
Spark made a number of acquisitions during the year,
including:
• On 4 July 2017 Spark completed the acquisition of
marketing automation provider Ubiquity. The acquisition
blends the considerable marketing software strengths of
Ubiquity together with the powerful smarts of Spark’s big
data and analytics software business Qrious Limited;
• On 22 November 2017 Spark completed the acquisition of
Digital Island Limited, a New Zealand-based business
telecommunications provider; and
• During the year, Spark issued termination notices and made
payments to third party licensees of 29 retail stores, moving
these stores away from management by dealer partners to
direct Spark management.
Long-term investments (see note 4.1)
• Spark sold 50% of the shares in Connect 8 Limited to
electricity distribution company Electra Limited. As part of
the transaction Connect 8 took full ownership of Electra
Limited subsidiary Sky Communications Limited – a
telecommunications contractor providing design, build and
supply of wireless networks for all of New Zealand’s major
mobile network owners.
Notes to the financial statements: General information
• Spark increased its investment in PropertyNZ Limited on
10 May 2018 to 22.5%. From this date the investment was
classified as an associate and accounted for under the equity
method.
• Spark exited its investment in App La Carte Limited (Putti),
selling its 50% holding on 21 November 2017.
• Spark’s net earnings for the year includes $3 million from our
share of the net losses of associates and joint ventures.
• The fair value of Spark’s investment in Hutchison
Telecommunications Australia Limited decreased by
$22 million during the year due to a decrease in its quoted
share price from A$0.064 to A$0.047. The change in fair
value is recognised within other comprehensive income.
Debt programme (see note 5.1)
• On 31 August 2017 Spark increased its existing committed
revolving facility with Westpac New Zealand Limited,
maturing on 30 November 2020, by $75 million to
$200 million.
• On 31 August 2017 Spark also established a new
$125 million committed revolving facility with MUFG Bank,
Ltd to mature on the 30 November 2022.
• On 20 October 2017 Spark issued A$150 million of 10-year
fixed rate bonds maturing on 20 October 2027. This was
Spark’s inaugural issue using its Australian debt issuance
programme and first offshore long-term debt issuance since
the demerger of Spark and Chorus in November 2011,
adding diversification and tenor benefits to complement
existing domestic funding programmes.
Capital expenditure (see notes 3.4 and 3.5)
• Spark’s additions to property, plant and equipment and
intangible assets were $413 million, details of which are
provided in notes 3.4 and 3.5 and on page 38 of this annual
report.
Dividends (see note 5.4)
• Dividends paid during the year ended 30 June 2018 in
relation to the H2 FY17 second-half dividend (ordinary
dividend of 11 cents per share and special dividend of
1.5 cents per share) and H1 FY18 first-half dividend (ordinary
dividend of 11 cents per share and special dividend of
1.5 cents per share) totalled $458 million or 25.0 cents per
share. Dividends paid during the prior year ended 30 June
2017 totalled $458 million or 25.0 cents per share.
Changes in operating revenue classifications
(see note 2.2)
• Spark updated the break down of operating revenue by type
to provide better information on the nature of operating
revenues. These changes are outlined in note 2.2.
Page 53
2
Notes to the financial statements: Financial performance information
Section 2 Financial performance
information
In this section
This section provides details of Spark’s four operating
segments and their financial performance for the year. Further
details are also provided on the line items that generate Spark’s
net earnings before tax, including operating revenues and
other gains, operating expenses and net finance expense.
2.1 Segment information
Spark’s operating segments at 30 June 2018 are:
• Spark Home, Mobile & Business – provides products,
services and support to consumer and small business
customers. It provides a full range of services and content,
data and voice services across fibre, wireless and copper
broadband, mobile, online video entertainment and
nationwide Wi-Fi zones;
• Spark Digital – integrates IT and telecommunications
services to provide converged ICT solutions for clients;
• Spark Connect & Platforms – responsible for Spark’s network
and IT operations, shared business operations and digital
and service transformation; and
• Spark Ventures & Wholesale – responsible for development
of a portfolio of new businesses and services and the
stewardship of Spark’s wholesale products and services.
In addition to the four operating segments, a Corporate Centre
contains income and expenses not associated with the
operating segments, such as non-operating other gains or
losses, dividends from long-term investments and costs of
providing corporate services, such as communications, legal,
finance and human resources.
The segment results disclosed are based on those reported to
the Managing Director and are how Spark reviews its
performance. Segment results are measured based on
earnings before net finance expense, income tax expense,
depreciation and amortisation and other gains and expenses
not allocated to segments.
The assets and liabilities of Spark are reported and reviewed by
the Managing Director in total and are not allocated by
operating segment. The majority of Spark’s operations are
within New Zealand and there are no other material geographic
segments.
Comparative segment results
Spark has reclassified the comparative segment results to
reflect changes in business unit structures and changes in
accountabilities for managing revenues and costs. This includes
the move of small to medium business customers from Spark
Digital to Spark Home, Mobile & Business, the mobility
business from Spark Digital to Spark Ventures & Wholesale and
other minor changes between business units, including mobile
inbound roaming, interconnect and payphones. There is no
change to the overall Spark reported result because of these
changes.
Restated segment results for each half-year period of FY16,
FY17 and FY18 are available in a separate detailed financials
file on the investor section of Spark’s website at: investors.
sparknz.co.nz/investor-centre.
SPARK HOME,
MOBILE &
BUSINESS
SPARK
DIGITAL
SPARK
CONNECT &
PLATFORMS
SPARK
VENTURES &
WHOLESALETOTAL
YEAR ENDED 30 JUNE 2018$M$M$M$M$M
Mobile1,07016911301,280
Broadband65526–4685
Voice272198696572
Cloud, security and service management8365––373
Procurement and partners4349––353
Managed data and networks4155–31190
Other operating revenue52–4341136
Other gains––10–10
Internal revenue–1–3839
Total segment operating revenues and other gains2,0651,263702403,638
Segment result
1
871400(326)1101,055
1 Costs of change associated with the Quantum programme are excluded from the segment result and are within the Corporate Centre.
Page 54Spark New Zealand Annual Report 2018Notes to the financial statements
SPARK HOME,
MOBILE &
BUSINESS
SPARK
DIGITAL
SPARK
CONNECT &
PLATFORMS
SPARK
VENTURES &
WHOLESALETOTAL
YEAR ENDED 30 JUNE 2017$M$M$M$M$M
Mobile9921717271,197
Broadband66029––689
Voice3212166112655
Cloud, security and service management8316––324
Procurement and partners5340––345
Managed data and networks5163–39207
Other operating revenue49–3928116
Internal revenue–2–3840
Total segment operating revenues2,0401,237522443,573
Segment result853384(348)1291,018
Reconciliation from segment operating revenues and other gains to consolidated operating revenues and
other gains
20182017
YEAR ENDED 30 JUNE$M$M
Segment operating revenues and other gains3,6383,573
Less internal revenue(39)(40)
Other gains not allocated for segmental reporting–20
Dividend income5061
Operating revenues and other gains3,6493,614
Reconciliation from segment result to consolidated net earnings before income tax
20182017
YEAR ENDED 30 JUNE$M$M
Segment result1,0551,018
Net result of corporate revenue and expenses
1
(66)(2)
Depreciation and amortisation(434)(430)
Net finance expense(30)(26)
Net earnings before income tax525560
1 Includes $49 million costs of change excluded from the segment results for the year ended 30 June 2018.
2.2 Operating revenues and other gains
The accounting policies specific to Spark’s operating revenues are outlined below:
Revenue from cloud, security and service management contracts
• Revenue from contractual arrangements, including IT services contracts to design and build IT solutions, generally comprise
multiple products and services. Such contracts often require Spark to integrate a bundle of goods or services that represent a
combined output for the customer. As such, the arrangement is accounted for and revenue recognised in relation to these
bundled goods and services or the contract as a whole.
• Costs incurred to fulfil such contractual arrangements may be deferred and recognised in operating expenses over the life of the
contract to the extent that they are recoverable from future revenue.
Key estimates and assumptions
The revenue recognition on contracts that span more than one accounting period may be impacted by estimates of the
total costs, ultimate profitability or other appropriate inputs. These revenues are also subject to ongoing profitability
reviews of underlying contracts to determine whether the latest estimates applied remain appropriate.
2.1 Segment information (continued)
Notes to the financial statements: Financial performance information
Page 55
2
2.2 Operating revenues and other gains (continued)
Revenue arrangements with multiple elements
• Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or
service. When products or services are not considered to be distinct, they are combined into a bundle that is distinct or the
arrangement is accounted for as a whole.
• A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other
resources that are readily available.
• Revenue is allocated to each distinct product or service in proportion to its fair value and recognised when, or as, control is
transferred to the customer.
• Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for
services, control is transferred, and revenue recognised, over time as the service is provided.
Key estimates and assumptions
Determining the fair value of distinct products or services in revenue arrangements with multiple deliverables can be
complex and is subject to judgement.
20182017
YEAR ENDED 30 JUNE$M$M
Operating revenues
Mobile 1,280 1,197
Broadband 685 689
Voice 572 655
Cloud, security and service management 373 324
Procurement and partners 353 345
Managed data and networks 190 207
Dividend income 50 61
Other operating revenue 136 116
3,639 3,594
Other gains
Gain on sale 10 20
10 20
Total operating revenues and other gains 3,649 3,614
Operating revenues
Operating revenues include $2,881 million from the rendering of services (30 June 2017: $2,884 million), $372 million from the
sale of goods (30 June 2017: $328 million) and $336 million of IT procurement revenues (30 June 2017: $321 million).
Spark has revised the categories of operating revenues presented to provide more relevant information on the nature of the
revenue. This has resulted in the disaggregation of the previously reported ‘IT services’ revenue category as outlined below:
Revenue typePrevious categoryNew category
Cloud, security and service managementIT servicesCloud, security and service management
Procurement and partnersIT servicesProcurement and partners
VideoconferencingIT servicesVoice
NetworksIT servicesManaged data and networks
Mobility revenueIT servicesOther operating revenue
Gain on sale
In the year ended 30 June 2018 a gain on sale of $10 million arose from the sale of 50% of Connect 8 Limited, being the difference
between the proceeds received and the fair value of Spark’s retained 50% interest and the net assets sold. In the year ended
30 June 2017 Spark sold surplus land in Mayoral Drive, Auckland for cash proceeds of $27 million. The land had a carrying value of
$7 million, resulting in a gain on sale of $20 million.
Page 56Spark New Zealand Annual Report 2018Notes to the financial statements
2.3 Operating expenses
20182017
YEAR ENDED 30 JUNE$M$M
Payments to telecommunications operators 651 690
Mobile acquisition, procurement and IT services 918 856
Labour 513 550
Other operating expenses
Direct network costs 62 60
Computer costs 84 82
Accommodation costs 105 99
Advertising, promotions and communication 84 69
Bad debts 16 18
Costs of change 49 –
Impairments 7 2
Other 168 168
575 498
Total operating expenses 2,657 2,594
Costs of change
Costs of change associated with Spark’s ‘Quantum’ programme totalled $49 million during the year ended 30 June 2018. Costs of
change include external subject matter expertise ($12 million), relocation and property lease costs ($4 million, including
impairments of $2 million), restructuring expenses ($26 million), programme office functions ($3 million, including $2 million of
labour) and product and system decommissioning costs ($4 million, including impairments of $1 million).
Costs of change have been separately classified within operating expenses for the year ended 30 June 2018 in accordance with
Spark’s policy (outlined on page 40) of presenting ‘Adjusted EBITDA’ and ‘Adjusted net earnings’ where significant or unusual items
are greater than $25 million.
Cost of inventories recognised as an expense
The cost of inventories recognised as an expense in relation to broadband modems, mobile devices and other accessories was
$389 million (30 June 2017: $335 million).
Donations
Donations for the year ended 30 June 2018 were $2,346,000, comprised of Spark’s donation to the Spark Foundation of
$2,321,000 and other donations of $25,000 (30 June 2017: $2,283,000, comprised of the Spark Foundation donation of
$2,271,000 and other donations of $12,000). Spark made no donations to political parties in the years ended 30 June 2018 or
30 June 2017.
Auditor’s remuneration
20182017
YEAR ENDED 30 JUNE$’000$’000
Audit of financial statements
Audit and review of financial statements
1
1,079 1,240
Other services
Regulatory audit work
2
52 52
Other assurance services
3
101 31
Total fees paid to auditor 1,232 1,323
1 The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.
2 Regulatory audit work consists of the audit of telecommunications-related regulatory disclosures.
3 Other assurance services relate to reporting on trust deed requirements, solvency returns and other compliance services.
Notes to the financial statements: Financial performance information
Page 57
2
2.4 Net finance expense
20182017
YEAR ENDED 30 JUNE$M$M
Finance income
Finance lease income 14 14
Interest income from cash 1 1
Other interest income 1 1
16 16
Finance expense
Finance expense on long-term debt
1
(41) (36)
Other interest and finance expenses (13) (12)
(54) (48)
Plus: interest capitalised 8 6
(46) (42)
Net finance expense (30) (26)
1 Includes $4 million transferred from the cash flow hedge reserve for the year ended 30 June 2018 (30 June 2017: $4 million).
Interest was capitalised on property, plant and equipment and intangible assets under development for the year ended 30 June
2018 at an annualised rate of 4.6% (30 June 2017: 4.5%).
Page 58Spark New Zealand Annual Report 2018Notes to the financial statements
Notes to the financial statements: Operating assets and liabilities
Section 3 Operating assets and liabilities
In this section
This section provides details on the operating assets and liabilities of Spark, including working capital balances, such as
receivables, inventories and payables, together with long-term assets that are used to provide goods and services to our
customers, such as property, plant and equipment and intangible assets.
3.1 Receivables and prepayments
20182017
AS AT 30 JUNE$M$M
Short-term receivables and prepayments
Trade receivables 262 263
Unbilled revenue 239 203
Prepayments 89 81
Finance lease receivables 9 8
Other receivables 49 55
648 610
Long-term receivables and prepayments
Unbilled revenue 57 47
Finance lease receivables 131 131
Other receivables 70 59
258 237
Amounts are stated at their net carrying value, including expected credit loss allowance provisions. The fair value of finance lease
receivables is estimated to be $208 million (30 June 2017: $243 million) and the carrying amount of all other receivables,
measured at amortised cost, are approximately equivalent to their fair value because of the short term to maturity.
Finance lease receivables
Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for
space in Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis and
are therefore shown as a net finance lease receivable on the statement of financial position.
The profile of lease net receipts is set out below:
20182017
UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED
AS AT 30 JUNE$M$M$M$M
Less than one year 9 9 9 8
Between one and five years 51 38 46 34
More than five years 337 93 354 97
Finance lease receivable 397 140 409 139
Less unearned finance income (257)– (270)–
Present value of finance lease receivable 140 140 139 139
Short-term finance lease receivable 9 8
Long-term finance lease receivable 131 131
The leases have multiple rights of renewal and the full lease terms have been used in the calculation of the net financial lease
receivable, as it is likely that due to the specialised nature of the buildings, the leases will be renewed to the maximum terms.
Page 59
3
Expected credit loss allowance provision
As outlined in note 1.1 Spark has early adopted the final version of NZ IFRS 9, which includes a single, forward-looking, ‘expected
loss’ impairment model. The expected credit loss allowance provision was recalculated using the new NZ IFRS 9 model as at 1 July
2017 and the cumulative impact of the change has been adjusted through retained earnings and as such no comparative
information has been presented.
Movements in the loss allowance provision for the year ended 30 June 2018, including this adjustment, are as follows:
YEAR ENDED 30 JUNE 2018$M
Closing loss allowance as at 30 June 2017 (calculated under NZ IAS 39) 14
Adjustment on adoption of NZ IFRS 9 17
Opening expected credit loss allowance as at 1 July 2017 (calculated under NZ IFRS 9) 31
Charged to costs and expenses 19
Bad debts recovered (2)
Utilised(18)
As at 30 June 2018 30
Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime
expected loss provision for trade receivables, unbilled revenue, finance lease receivables and other receivables. This has resulted
in an increase in provisioning for expected credit losses on application of NZ IFRS 9, as losses are recognised earlier. Previously,
allowances for credit losses were only recognised when a trigger event occurred, such as late or non-payment. Further, the level of
provisioning was based primarily on historical information and trends in relation to recoverability.
The loss allowance provision recognised under NZ IFRS 9 now includes expected credit loss provisions for certain trade
receivables, unbilled receivables, finance lease receivables and other receivables for which provisions were previously not
recognised. Further, the calculation of the allowance provision now incorporates forward-looking information, such as forecasted
economic conditions.
The expected credit loss allowance provision has been determined as follows:
Current≤ 1 Month> 1 MonthTotal
AS AT 30 JUNE 2018$M$M$M$M
Expected loss rate2.9%7.7%20.0%3.5%
Gross carrying amount 796 26 25 847
Expected credit loss allowance provision 23 2 5 30
Short-term loss allowance provision 22
Long-term loss allowance provision8
The composition of the loss allowance provision between receivable types is as follows:
AS AT 30 JUNE 2018$M
Trade receivables 14
Unbilled revenue 10
Finance lease receivables 5
Other receivables 1
Expected credit loss allowance provision 30
Key estimates and assumptions
The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected
loss rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the
inputs to the impairment calculation based on Spark’s past collection history, existing market conditions, as well as
forward-looking estimates at the end of the reporting period. Forward-looking estimates include assessment of
forecasted changes to interest rates, unemployment rates and gross domestic product in New Zealand.
3.1 Receivables and prepayments (continued)
Page 60Spark New Zealand Annual Report 2018Notes to the financial statements
Notes to the financial statements: Operating assets and liabilities
3.2 Inventories
20182017
AS AT 30 JUNE$M$M
Goods held for resale 64 65
Content rights inventory 13 26
Maintenance materials and consumables 2 3
Total inventories 79 94
Content rights inventory
Spark enters into contracts for the right to stream digital content for sport and to subscribers of Lightbox. Content rights are stated
at the lower of cost and net realisable value, less accumulated amortisation. The amortisation of content rights is recognised within
operating expenses on a straight-line basis over their licence periods or, for live sports content, over its broadcast period. The
content rights amortisation charge for the year ended 30 June 2018 was $20 million (30 June 2017: $19 million).
3.3 Payables, accruals and provisions
20182017
AS AT 30 JUNE$M$M
Short-term payables, accruals and provisions
Trade accounts payable 280 271
Revenue billed in advance 90 94
Accrued personnel costs 48 51
Provisions 16 8
Other payables and accruals 36 40
470 464
Long-term payables, accruals and provisions
Provisions 8 7
Other payables and accruals 13 11
21 18
Trade accounts payable are financial instruments and held at amortised cost.
Provisions
Total provisions as at 30 June 2018 were $24 million (30 June 2017: $15 million). New provisions of $18 million were made during
the year (30 June 2017: $13 million) and provisions of $9 million were utilised or released (30 June 2017: $11 million).
The largest portion of the provisions relate to restructuring provisions of $11 million (30 June 2017: $4 million) and onerous leases
and make-good property provisions of $6 million (30 June 2017: $6 million).
Page 61
3
3.4 Property, plant and equipment
TELECOMMUNI-
CATIONS
EQUIPMENT
AND PLANT
FREEHOLD
LANDBUILDINGS
OTHER
ASSETS
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2018$M$M$M$M$M$M
Opening net book value678 60 227 100 5 1,070
Additions– – 12 – 222 234
Transfers153 – – 67 (220)–
Acquisitions1 – – 2 – 3
Disposals(3)– – – – (3)
Impairments– – (2)– – (2)
Depreciation charge(191)– (29)(43)– (263)
Closing net book value638 60 208 126 7 1,039
AS AT 30 JUNE 2018
Cost3,890 60 544 600 7 5,101
Accumulated depreciation and impairment losses(3,252)– (336)(474)– (4,062)
Closing net book value638 60 208 126 7 1,039
TELECOMMUNI-
CATIONS
EQUIPMENT
AND PLANT
FREEHOLD
LANDBUILDINGS
OTHER
ASSETS
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2017$M$M$M$M$M$M
Opening net book value 705 67 240 78 14 1,104
Additions – – 18 – 201 219
Transfers 148 – – 62 (210) –
Acquisitions – – – 4 – 4
Disposals – (7) – – – (7)
Depreciation charge (175) – (31) (44) – (250)
Closing net book value 678 60 227 100 5 1,070
AS AT 30 JUNE 2017
Cost 3,743 60 533 535 5 4,876
Accumulated depreciation and impairment losses (3,065) – (306) (435) – (3,806)
Closing net book value 678 60 227 100 5 1,070
Page 62Spark New Zealand Annual Report 2018Notes to the financial statements
3.4 Property, plant and equipment (continued)
Key estimates and assumptions
Spark’s property, plant and equipment is measured at cost and depreciation is charged on a straight-line basis over the
estimated useful lives. Determining the appropriate useful life of an asset of property, plant and equipment requires
management judgement, including the expected period of service potential, the likelihood technological advances will
make the asset obsolete, the likelihood of Spark ceasing to use it and the effect of government regulation.
The estimated useful lives of Spark’s property, plant and equipment is as follows:
Telecommunications equipment and plant
Junctions and trunk transmission systems 10 – 50 years
Switching equipment 5 – 12 years
Customer premises equipment 3 – 5 years
Other network equipment 2 – 25 years
Buildings 9 – 50 years
Other assets
Motor vehicles 6 years
Furniture and fittings 2 – 25 years
Computer equipment 3 – 5 years
The assessment of assets for impairment is based on a large number of factors; such as changes in current competitive
conditions, expectations of growth in the telecommunications industry, the discontinuance of services, the expected
future cash flows an asset is expected to generate and other changes in circumstances that indicate an impairment exists.
Key judgements include rates of expected revenue growth or decline, expected future margins and the selection of an
appropriate discount rate for valuing future cash flows.
Notes to the financial statements: Operating assets and liabilities
Page 63
3
3.5 Intangible assets
SOFTWARECAPACITY
SPECTRUM
LICENCES
OTHER
INTANGIBLESGOODWILL
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2018$M$M$M$M$M$M$M
Opening net book value 291 255 194 63 194 156 1,153
Additions
1
– 16 1 – – 162 179
Transfers 150 – – – – (150) –
Acquisitions – – – 33 22 – 55
Disposals – – – (2) (3) – (5)
Impairments – – – (4) – – (4)
Amortisation charge (127) (20) (16) (8) – – (171)
Closing net book value 314 251 179 82 213 168 1,207
AS AT 30 JUNE 2018
Cost 1,943 645 271 127 261 168 3,415
Accumulated amortisation and
impairment losses (1,629) (394) (92) (45) (48) – (2,208)
Closing net book value 314 251 179 82 213 168 1,207
1 Total software capitalised in the year ended 30 June 2018 includes $56 million of internally generated assets.
SOFTWARECAPACITY
SPECTRUM
LICENCES
OTHER
INTANGIBLESGOODWILL
WORK IN
PROGRESSTOTAL
YEAR ENDED 30 JUNE 2017$M$M$M$M$M$M$M
Opening net book value 269 236 209 72 188 157 1,131
Additions
1
– 36 – – – 160 196
Transfers 161 – – – – (161) –
Acquisitions – – – – 6 – 6
Amortisation charge (139) (17) (15) (9) – – (180)
Closing net book value 291 255 194 63 194 156 1,153
AS AT 30 JUNE 2017
Cost 1,794 629 270 100 242 156 3,191
Accumulated amortisation and
impairment losses (1,503) (374) (76) (37) (48) – (2,038)
Closing net book value 291 255 194 63 194 156 1,153
1 Total software capitalised in the year ended 30 June 2017 includes $26 million of internally generated assets.
Key estimates and assumptions
Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for
impairment annually. Determining the appropriate useful life of an intangible asset requires management judgement,
including its expected period of service potential, the likelihood technological advances will make it obsolete and the
likelihood of Spark ceasing to use it.
The estimated useful lives of Spark intangible assets is as follows:
Software 2 – 8 years
Capacity 15 – 25 years
Spectrum licences 17 – 20 years
Other intangible assets
Customer contracts and brands 5 – 10 years
Other intangible assets 5 – 80 years
Page 64Spark New Zealand Annual Report 2018Notes to the financial statements
Goodwill
Goodwill by cash-generating unit (CGU) is presented below:
20182017
AS AT 30 JUNE$M$M
Spark Home, Mobile & Business 28 27
Spark Digital 140 140
Revera 7 7
Digital Island 13 –
Qrious 5 –
Computer Concepts 20 20
213 194
Goodwill of $22 million was recognised on acquisition of Ubiquity and Digital Island, as outlined in note 4.2, including $4 million
allocated to the Spark Home, Mobile & Business and Spark Digital CGU’s. Goodwill of $3 million was derecognised on the sale of
50% of Connect 8.
During the years ended 30 June 2018 and 30 June 2017 no impairment arose as a result of the assessment of goodwill. Headroom
currently exists in each CGU and, based on sensitivity analysis performed, no reasonably possible changes in the assumptions
would cause the carrying amount of the CGUs to exceed their recoverable amounts.
Key estimates and assumptions
Goodwill is assessed annually for impairment by estimating the future cash flows, based on Board-approved business
plans, with key assumptions being forecast earnings and capital expenditure for each CGU. The forecast financial
information is based on both past experience and future expectations of CGU performance. The major inputs and
assumptions used in performing an impairment assessment that require judgement include revenue forecasts, operating
cost projections, customer numbers and customer churn, discount rates, growth rates and future technology paths.
Nil terminal growth was applied to all CGUs except Qrious, where 2% was applied and a pre-tax discount rate of 10.1%
was utilised for the year ended 30 June 2018 (30 June 2017: 11.2%).
3.5 Intangible assets (continued)
Notes to the financial statements: Operating assets and liabilities
Page 65
4
Section 4 Group structure
In this section
Spark is comprised of a number of subsidiary companies, together with other long-term investments, including a number of
associates and joint ventures – entities where Spark has significant influence or joint control through an ownership holding of 50%
or less but not control. This section includes information on these holdings, together with details on Spark’s joint operation and
significant subsidiaries.
4.1 Long-term investments
20182017
AS AT 30 JUNE$M$M
Shares in Hutchison 69 91
Investment in associates and joint ventures 21 13
Other long-term investments 8 4
98 108
Spark holds a 10% interest in Hutchison Telecommunications Australia Limited (Hutchison) which is quoted on the Australian
Securities Exchange (ASX) and its fair value is measured using the observable market share price as quoted on the ASX, classified
as being within level one of the fair value hierarchy. As at 30 June 2018 the quoted price of Hutchison’s shares on the ASX was
AUD$0.047 (30 June 2017: AUD$0.064).
Investment in associates and joint ventures
Spark’s investment in associates and joint ventures at 30 June 2018 consists of the following:
NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY
Connect 8 LimitedJoint VentureNew Zealand50%Fibre network construction
Feenix Communications LimitedAssociateNew Zealand30%Supplier of network services
Lightbox Sport General Partner LimitedJoint VentureNew Zealand50%A holding company
NOW New Zealand LimitedAssociateNew Zealand37%Internet service provider
Pacific Carriage Holdings LimitedAssociateBermuda50%A holding company
PropertyNZ Limited (homes.co.nz)AssociateNew Zealand23%Property data website
Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband
Southern Cross Cables Holdings LimitedAssociateBermuda50%A holding company
TNAS LimitedJoint VentureNew Zealand50%Telecommunications development
Vigil Monitoring Limited (Jupl)AssociateNew Zealand26%Healthcare technology
All investments in associates and joint ventures are measured using the equity method and none are considered to be individually
material. Changes in the aggregate carrying amount of Spark’s investment in associates and joint ventures was as follows:
ASSOCIATESJOINT VENTURESTOTAL
201820172018201720182017
YEAR ENDED 30 JUNE$M$M$M$M$M$M
Investment at the beginning of the year 13 18 – 5 13 23
Opening value on transfer to equity method 2 – 8 – 10 –
Additional investment during the year 2 1 3 – 5 1
Adjustment on consolidation of Connect 8 Limited – – – (4) – (4)
Dividends received – – – (1) – (1)
Impairments (4) (2) – – (4) (2)
Share of net losses (3) (4) – – (3) (4)
Investment at the end of the year 10 13 11 – 21 13
Notes to the financial statements: Group structure
Page 66Spark New Zealand Annual Report 2018Notes to the financial statements
Spark’s exit of App La Carte Limited and write down of its holding in Vigil Monitoring Limited resulted in impairments of $4 million
during the year ended 30 June 2018.
Spark has suspended equity accounting for Pacific Carriage Holdings Limited and Southern Cross Cables Holdings Limited
(together ‘Southern Cross’) as their carrying value has been reduced to nil. Spark has no obligation to fund Southern Cross’ deficits
or repay dividends. Spark’s share of Southern Cross profits not recognised for the year ended 30 June 2018 was $51 million (30
June 2017: $46 million) due to the existence of historic cumulative Southern Cross deficits not recognised.
4.2 Business combinations
Business combinations during the year include:
• On 4 July 2017 Spark acquired 100% of the ordinary shares of Ubiquity Software Limited and the business assets of the Ubiquity
Technologies Trust (together ‘Ubiquity’). Ubiquity is a marketing automation provider and the acquisition blends its considerable
marketing software strengths together with the powerful smarts of Spark’s big data and analytics software business Qrious
Limited.
• On 22 November 2017 Spark acquired 100% of the ordinary shares of Digital Island Limited (Digital Island). Digital Island is a
New Zealand-based business telecommunications provider.
• During the year Spark issued termination notices and made payments to third party licensees of 29 retail stores, moving these
stores away from management by dealer partners to direct management. Moving away from a dealer partner model to directly
owned retail stores allows Spark to showcase digital experiences to customers in an interactive retail environment and create
consistent experiences for customers. The reacquired licensee rights have been measured at fair value and recognised as an
intangible asset.
Total consideration paid in relation to these transactions was $51 million. Goodwill recognised from the acquisitions of $22 million
has been allocated to the CGU that is expected to benefit from the synergies of the transaction. Goodwill of $13 million has been
allocated to the Digital Island CGU, $5 million to the Qrious CGU and $4 million to the Spark Home, Mobile & Business and Spark
Digital CGUs.
The following values were recognised in the financial statements in respect of the Ubiquity, Digital Island and retail store
transactions:
2018
$M
Assets
Short-term receivables and prepayments 3
Inventories 2
Property, plant and equipment 3
Intangible assets 33
Goodwill 22
Total assets 63
Liabilities
Short-term payables, accruals and provisions 5
Deferred tax liabilities 4
Total liabilities 9
Net assets acquired 54
Ubiquity and Digital Island contributed operating revenues of $21 million for the period to 30 June 2018. If the acquisitions had
occurred on 1 July 2017, it is estimated that the contribution to Spark’s operating revenues would have been $29 million.
Notes to the financial statements: Group structure
4.1 Long-term investments (continued)
Page 67
4
4.3 Subsidiaries
Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as
follows:
NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY
Computer Concepts LimitedNew Zealand100%IT infrastructure and business cloud services
Digital Island LimitedNew Zealand100%Business telecommunications provider
Gen-i Australia Pty Limited Australia100%Provides outsourced telecommunications services
Lightbox New Zealand LimitedNew Zealand100%Subscription video-on-demand service
Qrious LimitedNew Zealand100%Big data analytics and marketing automation business
Revera LimitedNew Zealand100%IT infrastructure and data centre provider
Spark Finance LimitedNew Zealand100%A Group finance company and issuer of debt securities
Spark New Zealand Trading LimitedNew Zealand100%
Provides local, national and international telephone and data
services
Spark Retail Holdings LimitedNew Zealand100%Retailer of telecommunications products and services
TCNZ (Bermuda) LimitedBermuda100%A holding company
Teleco Insurance LimitedBermuda100%A Group insurance company
Telecom New Zealand USA LimitedUnited States100%Provides international wholesale telecommunications services
Telecom Southern Cross LimitedNew Zealand100%A holding company
The financial year end of all significant subsidiaries is 30 June.
The following changes in relation to Spark’s subsidiaries occurred during the year ended 30 June 2018:
• Spark New Zealand Trading Limited aquired Digital Island Limited on 22 November 2017;
• Spark New Zealand Trading Limited sold 50% of Connect 8 Limited to Electra Limited on 22 May 2018; and
• Qrious Limited aquired Ubiquity Software Limited on 4 July 2017. Ubiquity Software Limited was deregistered from the
New Zealand Companies Register effective 2 June 2018, with its business operations transferred to Qrious Limited.
4.4 Joint operation
Spark has entered into a joint arrangement in relation to the construction and operation of the Tasman Global Access fibre-optic
submarine cable between Australia and New Zealand. As at 30 June 2018 the carrying value of Spark’s share of property, plant and
equipment in the joint operation was $36 million (30 June 2017: $39 million).
Page 68Spark New Zealand Annual Report 2018Notes to the financial statements
Section 5 Funding and risk
In this section
This section provides details on Spark’s funding, derivatives, hedge accounting and the financial and capital risks that arise from
our operations. This includes our exposure to currency, interest rate, credit and liquidity risks and our strategy for managing them.
Spark also manages capital (equity and debt) considering shareholders’ interests and our credit rating.
5.1 Debt
Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and
measured at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value
changes attributable to the risk being hedged. Any difference between cost and redemption value (including fair value changes) is
recognised in the statement of profit or loss over the period of the borrowings, using the effective interest rate method.
20182017
AS AT 30 JUNE$M$M
FACE VALUEFACILITYCOUPON RATEMATURITY
Short-term debt
Short-term borrowingsVariable< 1 month – 6
Commercial paperVariable< 5 months 149 149
149 155
Bank funding
MUFG Bank, Ltd100 million NZDVariable13/03/2018 – 100
Bank of New Zealand100 million NZDVariable31/10/2018 100 90
Westpac New Zealand Limited200 million NZDVariable30/11/2020 50 –
MUFG Bank, Ltd125 million NZDVariable30/11/2022 125 –
275 190
Domestic notes
250 million NZD5.25%25/10/2019 250 250
100 million NZD4.50%25/03/2022 102 102
100 million NZD4.51%10/03/2023 104 102
125 million NZD3.94%07/09/2026 120 116
576 570
Foreign currency Medium Term Notes
Euro Medium Term Notes – 22 million GBP5.63%14/05/2018 – 40
Euro Medium Term Notes – 18 million GBP5.75%06/04/2020 34 32
Australian Medium Term Notes – 150 million AUD4.00%20/10/2027 163 –
197 72
1,197 987
Debt due within one year 249 295
Long-term debt 948 692
None of Spark’s debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark’s debt,
however, there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of
default over Spark’s debt in the years ended 30 June 2018 and 30 June 2017.
The fair value of long-term debt, including amounts due within one year, (calculated based on the present value of future principal
and interest cash flows, discounted at market interest rates at balance date) was $1,072 million compared to a carrying value of
$1,048 million as at 30 June 2018 (30 June 2017: fair value of $862 million compared to a carrying value of $832 million).
Notes to the financial statements: Funding and risk
Page 69
5
5.2 Derivatives and hedge accounting
20182017
DERIVATIVE
ASSETS
DERIVATIVE
LIABILITIES
DERIVATIVE
ASSETS
DERIVATIVE
LIABILITIES
AS AT 30 JUNE$M$M$M$M
Designated in a cash flow hedge7 (52)2 (61)
Designated in a fair value hedge6 (5)3 (9)
Other3 (6)2 (5)
16 (63)7 (75)
Short-term derivatives6 – – (30)
Long-term derivatives10 (63)7 (45)
Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and
foreign exchange. This represents a level two measurement under the fair value measurement hierarchy, being inputs other than
quoted prices included within level one that are observable for the asset or liability. As at 30 June 2018 and 30 June 2017 no
derivative financial assets or derivative financial liabilities have been offset in the statement of financial position. The potential for
offsetting of any derivative financial instruments is immaterial.
Hedge accounting
Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The
nature and the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement
are recognised. Derivatives are designed as:
• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt;
• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions; and
• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the
variability in cash flows due to movements in foreign exchange rates.
At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge
instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of
an economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of
respective cash flows, reference interest rates, tenors, repricing dates, maturities and notional amounts. Spark assesses whether the
derivative designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash
flows of the hedged item using the hypothetical derivative method.
Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of
ineffectiveness is the effect of the counterparty and Spark’s own credit risk on the fair value of the derivatives, which is not reflected
in the change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.
Cash flow hedges
Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and
foreign exchange rate risk on debt. The hedged cash flows will affect Spark’s statement of profit or loss and other comprehensive
income as interest and principal amounts are repaid over the remaining term of the debt.
Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable
rate debt and aggregate variable interest rate exposures created by swapping fixed rate into variable rate debt.
Spark also enters into forward exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made
within 12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over
this period.
A reconciliation of movements in the cash flow hedge reserve, net of tax, is outlined below:
20182017
YEAR ENDED 30 JUNE$M$M
Balance at the beginning of the year (20) (31)
Gain/(loss) recognised in other comprehensive income (13) 12
Amount reclassified to finance expense 3 3
Amount reclassified to property, plant and equipment/intangible assets and inventory 4 (4)
Total movements to other comprehensive income/(loss) (6) 11
Balance at the end of the year (26) (20)
Other amounts deferred in equity will be transferred to the statement of profit or loss over the next seven years (30 June 2017:
eight years). As at 30 June 2018 the cost of hedging reserve was nil (30 June 2017: nil).
Page 70Spark New Zealand Annual Report 2018Notes to the financial statements
Fair value hedges
Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from
remeasuring the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive
income.
During the year ended 30 June 2018 Spark recognised a $6 million gain on fair value hedges and a $6 million loss on hedged
exposures (30 June 2017: $14 million loss on fair value hedges and a $14 million gain on hedged exposures) and there has been
no material ineffectiveness on fair value hedging relationships.
Dual fair value and cash flow hedges
Spark issued Australian dollar (AUD) denominated debt on 12 October 2017. As part of Spark’s risk management policy, cross-
currency interest rate swaps were entered into to convert all of the proceeds of the debt issuance to New Zealand dollars and
convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility,
the cross-currency interest rate swaps were designated into a dual fair value and cash flow hedge relationship. The cross-currency
basis element of the cross-currency interest rate swaps are excluded from the designation and are separately recognised in other
comprehensive income in a cost of hedging reserve.
For fair value hedges, the gain or loss from remeasuring the cross-currency interest rate swaps and debt at fair value is recognised
in the statement of profit or loss and other comprehensive income. For cash flow hedges, gains or losses deferred in the cash flow
hedge reserve will be reclassified to Spark’s statement of profit or loss and other comprehensive income as interest and principal
amounts are repaid over the remaining term of the debt.
The change in fair value of the hedging instrument relating to the foreign currency basis component of the cross-currency
interest-rate swap is recognised in other comprehensive income and accumulated in a separate cost of hedging equity reserve.
Subsequently, the cumulative amount is transferred to profit or loss at the same time as the hedged item impacts profit or loss.
The details of the hedging instruments as at 30 June 2018 are as follows:
NOTIONAL
AMOUNT OF
HEDGING
INSTRUMENT
STATEMENT OF
FINANCIAL
POSITION LINE
ITEM
CARRYING AMOUNT OF THE
HEDGING INSTRUMENT
CHANGE IN
VALUE USED FOR
CALCULATING
HEDGE
INEFFECTIVE-
NESSASSETSLIABILITIES
AS AT 30 JUNE 2018$M$M$M
Cash flow hedges
Cross-currency swap GBP
1
18m Derivatives – (10) (10)
Interest rate swaps NZD 786m Derivatives – (36) (36)
Forward foreign-exchange contracts NZD 131m Derivatives 7 – 7
Fair value hedges
Interest rate swaps NZD 265m Derivatives 6 (5) 1
Fair value and cash flow hedges
Cross-currency swaps AUD 150m Derivatives – (6) (6)
13 (57) (44)
1 Great British pounds sterling
Notes to the financial statements: Funding and risk
5.2 Derivatives and hedge accounting (continued)
Page 71
5
The details of hedged items as at 30 June 2018 are as follows:
STATEMENT OF
FINANCIAL POSITION
LINE ITEM
CARRYING AMOUNT OF THE HEDGED
ITEM
ACCUMULATED AMOUNT OF FAIR
VALUE HEDGE ADJUSTMENTS ON
THE HEDGED ITEM INCLUDED IN THE
CARRYING AMOUNT OF THE HEDGED
ITEM
CHANGE IN
VALUE USED FOR
CALCULATING
HEDGE
INEFFECTIVE-
NESSASSETSLIABILITIESASSETSLIABILITIES
AS AT 30 JUNE 2018$M$M$M$M$M
Cash flow hedges
Euro Medium Term Note (GBP 18m) Long-term debt – (34) – – 10
Aggregated variable interest rate exposure – – – – – 9
Highly probable forecast variable rate debt – – – – – 27
Committed foreign exchange transactions – – – – – (7)
Fair value hedges
Domestic Notes Long-term debt – (576) – – (1)
Fair value and cash flow hedges
Australian Medium Term Note (AUD 150) Long-term debt – (163) – (2) 6
– (773) – (2) 44
5.3 Financial and capital risk management
a) Financial market risk
Spark is exposed to financial market risk primarily from changes in foreign currency exchange rates and interest rates. Spark
employs risk management strategies, including the use of derivative financial instruments to manage these exposures through a
Board-approved treasury policy, which provides the framework within which treasury-related activities are conducted.
Spark monitors the use of derivative financial instruments using well-defined market and credit risk limits and timely reports to
senior management. All contracts have been entered into with major creditworthy financial institutions. The risk associated with
these transactions is that the fair value or cash flows of financial instruments will change due to movements in market rates,
coupled with the cost of replacing these agreements at the current market rates in the event of default by the counterparty.
Currency risk
Nature of the risk
Currency risk is the risk that eventual New Zealand dollar net cash flows from transactions undertaken by Spark will be adversely
affected by changes in foreign currency exchange rates.
Exposure and risk management
Spark’s total exposure (from non-derivative financial instruments) to foreign currency as at 30 June 2018 is $203 million (30 June
2017: $94 million). This includes $163 million long-term debt denominated in AUD (30 June 2017: nil) and $34 million long-term
debt denominated in GBP (30 June 2017: $72 million). The remaining exposure is primarily trade payables and other receivables
denominated in United States dollars (USD).
Spark manages currency risk arising from debt not denominated in New Zealand dollars through hedging. Spark’s long-term debt
issued in AUD and GBP is fully hedged using cross-currency interest rate swaps to convert these borrowings into a floating rate
New Zealand dollar exposure.
Currency risk from capital and operational expenditure in foreign currencies (and related trade payables) has been substantially
hedged by entering into forward exchange contracts.
Sensitivity to foreign currency movements
As at 30 June 2018 a movement of 10% in the New Zealand dollar would impact the statement of profit or loss and statement of
changes in equity (after hedging) by less than $14 million (30 June 2017: $17 million). This analysis assumes a movement in the
New Zealand dollar across all currencies and only includes the effect of foreign exchange movements on monetary financial
instruments.
5.2 Derivatives and hedge accounting (continued)
Page 72Spark New Zealand Annual Report 2018Notes to the financial statements
5.3 Financial and capital risk management (continued)
Interest rate risk
Nature of the risk
Interest rate risk is the risk that fluctuations in interest rates
impact Spark’s financial performance or the fair value of its
holdings of financial instruments.
Exposure and risk management
Spark is exposed to interest rate risk from its borrowings, which
may be issued at floating rates or in foreign currency. Spark
employs the use of derivative financial instruments to reduce its
exposure to fluctuations in interest rates with the objective to
minimise the cost of net borrowings and to minimise the
impact of interest rate movements on Spark’s interest expense
and net earnings.
Spark uses cross-currency interest rate swaps to convert foreign
currency borrowings into floating-rate New Zealand dollar
positions. Interest rate swaps are used to convert certain
floating-rate positions into fixed-rate positions and vice versa.
As a consequence, Spark’s interest rate positions are limited to
New Zealand yield curves.
Sensitivity to interest rate movements
As at 30 June 2018 a movement in interest rates of 100 basis
points would impact the statement of profit or loss and
statement of changes in equity (after hedging) by less than $46
million (30 June 2017: $33 million).
b) Credit risk
Nature of the risk
Credit risk arises in the normal course of Spark’s business on
cash, receivables and derivative financial instruments if a
counterparty fails to meet its contractual obligations.
Exposure and risk management
Spark is exposed to credit risk if customers and counterparties
fail to make payments in respect of:
• Payment of trade and other receivables as they fall due; and
• Contractual cash flows of derivaitive assets held at fair value.
Spark’s assets subject to credit risk as at 30 June 2018 were
$977 million (30 June 2017: $906 million).
Spark considers the probability of default upon initial
recognition of cash, receivables and derivative assets and
whether there has been a significant increase in credit risk on
an ongoing basis at the end of each reporting period. To assess
whether there is a significant increase in credit risk, Spark
compares the risk of default occuring on these assets at the
reporting date with the risk of default at the date of initial
recognition. Available reasonable and supportive forward-
looking information is considered, especially the following
indicators:
• External credit rating (as far as available);
• Actual or expected significant adverse changes in business,
financial or economic conditions that are expected to cause
a significant change to the customer or counterparty’s ability
to meet their obligations; and
• Significant changes in the value of the collateral supporting
the obligation or in the quality of third-party guarantees or
credit enhancements.
Spark manages its exposure using a credit policy that includes
limits on exposures with significant counterparties that have
been set and approved by the Board and are monitored on a
regular basis. Spark places its cash and derivative financial
instruments with high-credit quality financial institutions and
does not have significant concentration of risk with any single
party. Concentration of credit risk for trade and other
receivables is limited due to Spark’s large customer base.
Spark has certain derivative and debt agreements that are
subject to bilateral credit support agreements that require
Spark or the counterparty to post collateral funds to support
the value of certain derivatives. As at 30 June 2018 no collateral
was posted (30 June 2017: nil). Letters of credit and guarantees
may also be held over some receivable amounts. The carrying
amounts of financial assets represent the maximum credit
exposure.
c) Liquidity risk
Nature of the risk
Liquidity risk represents Spark’s ability to meet its contractual
obligations as they fall due.
Exposure and risk management
Spark uses cash and derivative financial instruments to manage
liquidity and evaluates its liquidity requirements on an ongoing
basis. In general, Spark generates sufficient cash flows from its
operating activities to meet its financial liabilities. As at 30 June
2018 current assets of $807 million were greater than current
liabilities of $722 million (30 June 2017: current liabilities of
$791 million were greater than current assets of $756 million).
Positive operating cash flows enable working capital to be
managed to meet short-term liabilities as they fall due.
In the event of any shortfalls Spark has the following financing
programmes:
• An uncommitted $500 million Note Facility with $150 million
drawn as at 30 June 2018 (30 June 2017: $500 million
facility, $150 million drawn);
• An undrawn committed standby facility of $200 million with a
number of creditworthy banks (30 June 2017: $200 million);
• Committed bank facilities of $425 million with $275 million
drawn as at 30 June 2018 (30 June 2017: $325 million facility
with $190 million drawn); and
• Committed bank overdraft facilities of $15 million with
New Zealand banks (30 June 2017: $15 million).
There are no compensating balance requirements associated
with these facilities.
Spark’s liquidity policy is to maintain unutilised committed
facilities of at least 110% of the next 12 months’ forecast peak
net funding requirements. Spark’s funding policy requires that
the maximum amount of long-term debt maturing in any
12-month period is not to exceed $300 million.
Notes to the financial statements: Funding and risk
Page 73
5
5.3 Financial and capital risk management (continued)
Maturity analysis
The following table provides an analysis of Spark’s remaining contractual cash flows relating to financial liabilities. Contractual cash
flows include contractual undiscounted principal and interest payments.
CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
0–6
MONTHS
6–12
MONTHS
1–2
YEARS
2–5
YEARS
5+
YEARS
AS AT 30 JUNE 2018$M$M$M$M$M$M$M
Non-derivative financial liabilities
Trade and finance lease payables 283 283 281 1 1 – –
Short and long-term debt 1,197 1,327 267 18 295 429 318
Derivative financial liabilities
Interest rate swaps (net settled) 47 52 3 4 11 25 9
Cross-currency interest rate swaps (gross settled)
Inflows – (264) (3) (5) (43) (20) (193)
Outflows 16 284 4 4 54 21 201
Forward exchange contracts (gross settled)
Inflows – (24) (24) – – – –
Outflows – 24 24 – – – –
1,543 1,682 552 22 318 455 335
CARRYING
AMOUNT
CONTRACTUAL
CASH FLOWS
0–6
MONTHS
6–12
MONTHS
1–2
YEARS
2–5
YEARS
5+
YEARS
AS AT 30 JUNE 2017$M$M$M$M$M$M$M
Non-derivative financial liabilities
Trade and finance lease payables 275 275 272 1 1 1 –
Short and long-term debt 987 1,127 170 158 119 431 249
Derivative financial liabilities
Interest rate swaps (net settled) 36 42 3 3 4 19 13
Cross-currency interest rate swaps (gross settled)
Inflows – (79) – (44) (2) (33) –
Outflows 34 118 2 66 2 48 –
Forward exchange contracts (gross settled)
Inflows – (127) (114) (13) – – –
Outflows 5 133 119 14 – – –
1,337 1,489 452 185 124 466 262
Page 74Spark New Zealand Annual Report 2018Notes to the financial statements
d) Capital risk management
Spark manages its capital considering shareholders’ interests, the value of Spark’s assets and the Company’s credit rating. The
following table summarises Spark’s capital:
20182017
AS AT 30 JUNE$M$M
Cash (55) (52)
Short-term debt 149 155
Long-term debt at hedged rates 1,064 871
Net debt 1,158 974
Total equity 1,541 1,651
Capital 2,699 2,625
The Board continues to be committed to the Company maintaining a single ‘A Band’ credit rating and its capital management
policies are designed to ensure this objective is met. As part of this commitment Spark manages its debt levels to ensure that the
ratio of net interest-bearing debt (inclusive of associated derivatives) to EBITDA does not materially exceed 1.4 times on a long-run
basis, which, for credit ratings agency purposes, Spark estimates equates approximately to adjusted debt to EBITDA of 1.5 times.
The difference between these two ratios is primarily due to the credit rating agency making adjustments for operating leases and
captive finance operations.
As at 30 June 2018 the Company’s Standard & Poor’s credit ratings for long-term and short-term debt was A- and A-2 respectively,
with outlook stable (30 June 2017: same).
Net debt
Net debt includes long-term debt at the value of hedged cash flows due to arise on maturity, plus short-term debt, less any cash.
Net debt is a non-GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management. The
following table reconciles long-term debt at hedged rates to long-term debt at spot rates as reported under NZ IFRS:
20182017
AS AT 30 JUNE$M$M
Long-term debt 1,048 832
Impact of hedged rates used 14 39
Unamortised discount 2 –
Long-term debt at hedged rates 1,064 871
A reconciliation of movements in net debt is provided below:
CASH FLOWSNON-CASH MOVEMENTS
YEAR ENDED 30 JUNE 2018
AS AT 1 JULY
2017PROCEEDSPAYMENTS
INTEREST
AMORTISA-
TION
FAIR VALUE
CHANGES
FOREIGN
EXCHANGE
MOVEMENTOTHER
AS AT 30 JUNE
2018
Cash(52)(6,342)6,339----(55)
Short-term debt1551,262(1,273)4--1149
Long-term debt8321,287(1,079)-62-1,048
Derivatives39209(232)2-(2)-16
Net debt 974 (3,584) 3,755 6 6 – 1 1,158
CASH FLOWSNON-CASH MOVEMENTS
YEAR ENDED 30 JUNE 2017
AS AT 1 JULY
2016PROCEEDSPAYMENTS
INTEREST
AMORTISA-
TION
FAIR VALUE
CHANGES
FOREIGN
EXCHANGE
MOVEMENTOTHER
AS AT 30 JUNE
2017
Cash(52)(5,138)5,138----(52)
Short-term debt100699(646)2---155
Long-term debt775900(825)-(14)(4)-832
Derivatives34----5-39
Net debt 857 (3,539) 3,667 2 (14) 1 – 974
5.3 Financial and capital risk management (continued)
Notes to the financial statements: Funding and risk
Page 75
5
5.4 Equity and dividends
Share capital
Movements in the Company’s issued ordinary shares were as follows:
20182017
YEAR ENDED 30 JUNENUMBERNUMBER
Shares at the beginning of the year 1,832,843,587 1,829,795,177
Issuance of shares under share schemes and other transfers 2,547,196 3,048,410
Shares at the end of the year 1,835,390,783 1,832,843,587
All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general
meeting of the Company.
Dividends declared and paid
20182017
YEAR ENDED 30 JUNE
CENTS PER
SHARE$M
CENTS PER
SHARE$M
Previous year second half-year dividend paid 12.5 229 12.5 229
First half-year dividend paid 12.5 229 12.5 229
Total dividends paid in the year 25.0 458 25.0 458
Second half-year dividend declared subsequent to balance date not provided for 12.5 229 12.5 229
Events after balance date
On 22 August 2018 the Board approved the payment of a second-half ordinary dividend of 11.0 cents per share or
approximately $202 million and a special dividend of 1.5 cents per share or approximately $27 million. The ordinary and
special dividend will be 75% imputed in line with the corporate income tax rate. In addition, supplementary dividends
totalling approximately $21 million will be payable to shareholders who are not resident in New Zealand. In accordance
with the Income Tax Act 2007, Spark will receive a tax credit from Inland Revenue equivalent to the amount of
supplementary dividends paid.
Page 76Spark New Zealand Annual Report 2018Notes to the financial statements
Section 6 Other information
In this section
This section includes other information relating to Spark’s financial statements, such as taxation, employee share schemes,
disclosure of related party transactions, reconciliation of net earnings to operating cash flows, commitments, contingencies and the
impact of new accounting standards that have not yet been adopted.
6.1 Net tangible assets
The calculation of Spark’s net tangible assets per share and its reconciliation to the statement of financial position is presented
below:
20182017
AS AT 30 JUNE$M$M
Total assets 3,419 3,331
Less intangible assets (1,207) (1,153)
Less total liabilities (1,878) (1,680)
Net tangible assets 334 498
Number of shares outstanding (in millions) 1,835 1,833
Net tangible assets per share$0.18$0.27
Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. It is required to be disclosed by NZX
and ASX listing requirements.
6.2 Taxation
Income tax expense
The income tax expense is determined as follows:
20182017
YEAR ENDED 30 JUNE$M$M
Statement of profit or loss
Current income tax
Current year income tax expense (148) (137)
Adjustments in respect of prior periods 2 (2)
Deferred income tax
Depreciation, provisions, accruals, tax losses and other 8 (6)
Adjustments in respect of prior periods (2) 3
Income tax expense recognised in the statement of profit or loss (140) (142)
Reconciliation of income tax expense
20182017
YEAR ENDED 30 JUNE$M$M
Net earnings before income tax 525 560
Tax at current rate of 28% (147) (157)
Adjustments to taxation
Non-assessable gains on sale 3 5
Other non-assessable items (2) –
Tax effects of non-New Zealand profits 6 9
Adjustments in respect of prior periods – 1
Total income tax expense (140) (142)
Notes to the financial statements: Other information
Page 77
6
Deferred tax assets and liabilities
Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax liability. The
movement in the deferred tax assets and liabilities is provided below:
FIXED ASSETS
PROVISIONS &
ACCRUALSOTHERTOTAL
ASSETS/(LIABILITIES)$M$M$M$M
Balance at 30 June 2017 (136) 6 (4) (134)
Adjustment on adoption of NZ IFRS 9 – 5 – 5
Balance at 1 July 2017 (136) 11 (4) (129)
Amounts recognised in statement of profit or loss
Relating to the current period 5 – 3 8
Adjustments in respect of prior periods (1) (2) 1 (2)
Acquisitions – – (4) (4)
Amounts recognised in equity relating to the current period (1) – 4 3
At 30 June 2018 (133) 9 – (124)
To be recovered within 12 months (5) – – (5)
To be recovered after more than 12 months (128) 9 – (119)
At 1 July 2016 (136) 12 (1) (125)
Amounts recognised in statement of profit or loss
Relating to the current period 3 (10) 1 (6)
Adjustments in respect of prior periods (2) 4 1 3
Amounts recognised in equity relating to the current period (1) – (5) (6)
At 30 June 2017 (136) 6 (4) (134)
To be recovered within 12 months (3) 10 – 7
To be recovered after more than 12 months (133) (4) (4) (141)
Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AUD$461
million at 30 June 2018 based on the relevant corporation tax rate of Australia (30 June 2017: AUD$467 million). These losses and
temporary differences may be available to be carried forward to offset against future taxable income. However, utilisation is
contingent on the production of taxable profits over a significant period of time and is subject to compliance with the relevant
taxation authority requirements.
Spark has a negative imputation credit account balance of $45 million as at 30 June 2018 (30 June 2017: $47 million negative
balance). The imputation credit account had a positive balance as at 31 March 2018 and 31 March 2017.
6.2 Taxation (continued)
Page 78Spark New Zealand Annual Report 2018Notes to the financial statements
6.3 Employee share schemes
Spark operates share-based compensation plans that are equity settled as outlined below.
Restricted share schemes
A restricted share scheme was initially introduced for selected employees in September 2001. For new allocations after August
2015 these were replaced by two new restricted share schemes:
• Spark New Zealand Long Term Incentive Scheme; and
• Spark New Zealand Managing Director Long Term Incentive Scheme.
The Spark New Zealand Long Term Incentive Scheme is for the Leadership Team and senior managers and delivers one scheme
with the same set of rules under one long-term incentive, with a performance hurdle in place. The Spark New Zealand Managing
Director Long Term Incentive Scheme replaced the Managing Director performance rights scheme.
Under these restricted share schemes ordinary shares in the Company are issued to Spark Trustee Limited. Participants purchase
shares from Spark Trustee Limited with funds lent to them by the Company and which are held on their behalf by Spark Trustee
Limited. If the individual is still employed by Spark at the end of the vesting period (generally three years) and applicable
performance hurdles are met, the employee is provided a cash bonus, which must be used to repay the loan and the shares are
then transferred to the individual. The target for this hurdle is the Company’s cost of equity plus 1% compounding annually, with
the exception of one-off exceptional grants issued in FY14 for which the hurdle was two times Spark’s annual cost of equity
compounding over three years.
Share rights schemes
The Share Rights Scheme (SRS) was used for selected Leadership Team members and senior employees, and the Managing
Director Performance Rights Scheme (PRS) for the Managing Director. The final grants under these schemes were made in
September 2014 and were exercisable from September 2017.
Under the SRS and PRS participants were granted rights to purchase Company shares at a nil cost strike price. Share rights have no
voting rights until exercised and generally cannot be exercised for a three-year period. The share rights were exercisable at the end
of the vesting period only if the individual was still employed by Spark and, in the case of the Leadership Team and the Managing
Director, a total shareholder return performance hurdle was met. The target for this hurdle was the Company’s cost of equity plus
1% compounding annually, with the exception of one-off exceptional grants issued in FY14 for which the hurdle was two times
Spark’s annual cost of equity compounding over three years. The final options under the SRS and PRS were exercised during the
year ended 30 June 2018 and none remain outstanding as at 30 June 2018.
Information regarding shares and options awarded under these schemes is as follows:
RSSSRSPRS
NUMBER OF
SHARES
NUMBER OF
OPTIONS
NUMBER OF
OPTIONS
Balance as at 30 June 2016 2,932,543 2,215,014 1,247,035
Awarded or granted 736,665 – –
Vested or exercised (1,224,898) (1,155,389) (696,566)
Forfeited or lapsed (387,405) (298,913) (45,906)
Balance as at 30 June 2017 2,056,905 760,712 504,563
Awarded or granted 711,776 – –
Vested or exercised (795,654) (760,712) (504,563)
Forfeited or lapsed (310,783) – –
Balance as at 30 June 2018 1,662,244 – –
Percentage of total ordinary shares0.09%0.00%0.00%
The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with
a corresponding entry in equity. The total charge recognised for these schemes for the year ended 30 June 2018 was $3 million
(30 June 2017: $4 million); the expense relating to the restricted share schemes was $2 million (30 June 2017: $3 million) and the
expense relating to all SRS and PRS awards was $1 million (30 June 2017: $1 million). As at 30 June 2018, $3 million of share
scheme awards remain unvested and not expensed (30 June 2017: $4 million). This expense, measured at its fair value based on a
valuation model, will be recognised over the remaining vesting period of the awards.
Spark Share, an employee share purchase programme, does not have a material impact on these financial statements.
Notes to the financial statements: Other information
Page 79
6
6.4 Related party transactions
Related parties of Spark include the associates and joint venture companies listed in note 4.1 and key management personnel
detailed below.
Interest of directors in certain transactions
A number of the Company’s directors are also directors of other companies and any transactions undertaken with these entities
have been entered into on an arm’s length commercial basis.
Transactions with associate and joint venture companies
Spark has the following transactions with associates and joint ventures:
• Spark provides network operations and management services to Southern Cross in respect of its operations in New Zealand;
• Spark makes payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network; and
• Spark made payments to Connect 8 Limited for fibre and telecommunications construction services following the sale of 50% on
22 May 2018.
Balances and amounts in respect of these transactions with associate and joint venture companies are set out in the table below:
20182017
AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M
Operating revenues
1
56 67
Operating expenses 8 9
Capacity acquired and other capital expenditure
2
18 20
Receivables 14 2
Payables 4 –
1 Includes dividend income from Southern Cross of $50 million for the year ended 30 June 2018 (30 June 2017: $61 million).
2 As at 30 June 2018 Spark has committed to purchases of $46 million for cable capacity from Southern Cross (30 June 2017: $55 million).
Key management personnel compensation
20182017
YEAR ENDED 30 JUNE$’000$’000
Directors’ remuneration 1,280 1,321
Salary and other short-term benefits
1
7,630 9,342
Long-term incentives and share-based compensation
2
2,168 2,706
11,078 13,369
1 Includes short-term benefits paid on termination.
2 Includes $2,135,000 share-based compensation and $33,000 other long-term incentives (30 June 2017: $2,454,000 share-based compensation and $252,000 other
long-term incentives).
The table above includes remuneration of the Managing Director and the other members of the Leadership Team, including
amounts paid to members of the Leadership Team who left during the year ended 30 June or were in acting Leadership Team
positions. Like other Spark employees members of the Leadership Team also receive product and service concessions. In addition,
where members of the Leadership Team are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.
Page 80Spark New Zealand Annual Report 2018Notes to the financial statements
6.5 Reconciliation of net earnings to net cash flows from operating activities
20182017
YEAR ENDED 30 JUNE$M$M
Net earnings for the year 385 418
Adjustments to reconcile net earnings to net cash flows from operating activities
Depreciation and amortisation 434 430
Bad and doubtful accounts 18 23
Deferred income tax (1) 6
Share of associates’ and joint ventures’ net losses 3 4
Impairments 10 2
Other gains (10) (20)
Other 2 (16)
Changes in assets and liabilities net of effects of non-cash and investing and financing activities
Movement in receivables and related items (75) (128)
Movement in inventories 16 (13)
Movement in current taxation (26) (3)
Movement in payables and related items 21 14
Net cash flows from operating activities 777 717
6.6 Commitments
Operating lease commitments – Spark as lessee
Spark has entered into commercial operating leases on properties, network infrastructure, motor vehicles and equipment. Certain
leases are subject to Spark being able to renew or extend the lease period based on terms that would then be agreed with the
lessor. Future minimum rental commitments for all non-cancellable operating leases are:
20182017
AS AT 30 JUNE$M$M
Less than one year 75 65
Between one and five years 216 205
More than five years 105 149
396 419
The total of future minimum sublease payments expected to be received under non-cancellable subleases as at 30 June 2018 is
$18 million (30 June 2017: $25 million).
Capital and other commitments
As at 30 June 2018 capital expenditure contracted for, but not yet incurred, was $210 million (30 June 2017: $195 million) with
$148 million due in the year ending 30 June 2019. Commitments principally relate to telecommunications network equipment and
cable capacity.
As at 30 June 2018 Spark had other supplier commitments of $225 million (30 June 2017: $296 million), with $210 million due in
the year ending 30 June 2019.
6.7 Contingencies
Effect of outstanding claims
Spark has ongoing claims, investigations and inquiries, none of which it currently believes are expected to have a significant effect
on our financial position or profitability.
Notes to the financial statements: Other information
Page 81
6
6.8 New accounting standards not yet
adopted
NZ IFRS 15 Revenue from contracts with customers
NZ IFRS 15 Revenue from contracts with customers (NZ IFRS
15) replaces NZ IAS 18 Revenue and related interpretations
and will have a material impact on Spark. NZ IFRS 15 is effective
for Spark from next financial year, being the year ending
30 June 2019. Spark currently intends to apply the standard
retrospectively to prior reporting periods, subject to permitted
and elected practical expedients.
Spark’s revenue
NZ IFRS 15 sets out the requirements for recognising revenue
and costs from contracts with customers. The standard requires
entities to apportion revenue earned from contracts to
individual promises, or performance obligations, on a relative
stand-alone selling price basis, based on a five-step model.
Spark generates revenue from customer contracts, which vary
in their form (standard or bespoke), term (casual, open-term,
short-term or long-term) and customer segment (consumer,
small to medium business and government and large
enterprise). NZ IFRS 15 impacts will differ depending on the
type of customer contract, with the main ones being:
• Consumer contracts (mass market prepaid and pay-monthly
mobile, broadband and voice offerings);
• Small to medium business contracts;
• Enterprise and government contracts;
• Wholesale contracts for telecommunication services; and
• Other contracts (including products and services sold by our
subsidiaries).
The expected material changes to our accounting policies on
adoption of NZ IFRS 15 of contracts have been summarised by
revenue type below.
Mobile revenue
The majority of Spark’s consumer pay-monthly mobile contracts
are ‘open-term’, however, some customers have contracts with
a fixed contract term, such as 24 months. These contracts
generally include device subsidies, which can be applied to the
discounted purchase of a handset. As outlined in note 2.2,
Spark currently recognises revenue from arrangements with
multiple elements in a manner that is similar to the
requirements of NZ IFRS 15, based on industry guidance for
the telecommunications sector available for these transactions
under the current revenue standard, NZ IAS 18. Revenue is
currently allocated to a mobile handset and the mobile service
to be delivered over the contract term based on their fair value.
Revenue is recognised in relation to the mobile device at the
point it is provided to the customer, as it is not contingent on
the delivery of future services. Revenue for the mobile service is
recognised as that service is provided across its contract term.
Due to our current policy of allocating revenue to the mobile
device and mobile service on its fair value there will not be a
material acceleration of device revenue on adoption of NZ IFRS
15 and this may differ to other telecommunications companies.
However, under NZ IFRS 15 revenue will be allocated with
reference to the stand-alone selling prices and the allocation of
revenue to distinct goods or services (performance obligations)
may therefore vary to the current allocation.
Spark provides customers the ability to obtain devices on an
‘interest free’ device repayment plan. Spark currently assesses
the inherent financing component of this offer to customers
using Spark’s incremental borrowing rate. NZ IFRS 15 requires
the use of a discount rate that would be used in a separate
financing transaction between Spark and the customer that
reflects their credit characteristics. The application of this rate
to the sale of devices sold on repayment plans will result in a
material reduction in device revenue at the time of sale and an
increase in interest income recognised over the repayment
term. The change in discount rate will also be applied to the
financing component within term contracts that include a
subsidy, resulting in a reduction in device revenue at the time
of sale and an increase in interest income over the mobile plan
term.
NZ IFRS 15 provides updated guidance for determining
whether an entity is a principal or agent when delivering goods
or services to customers. This is applicable for mobile contracts
where Spark provides customers the option to obtain free or
discounted services that are provided by third parties, such as
Spotify, within our mobile contracts. Spark has assessed that
under NZ IFRS 15 we are an agent in relation to such services.
Spark’s current accounting policy is to recognise the cost of
these extras within operating expenses. However, under NZ
IFRS 15 the extras will be considered separate performance
obligations and revenue will be recognised, net of relevant
costs, upon delivery to the customer. This will result in a
material reduction to both operating expenses and operating
revenue but no impact on net earnings.
Spark does not anticipate a material change to current revenue
recognition practices for mobile revenue from enterprise and
government customers.
Broadband revenue
As noted above for mobile revenue and outlined in note 2.2,
Spark currently recognises revenue from arrangements with
multiple elements in a manner that is similar to the
requirements of NZ IFRS 15. For broadband contracts this
includes the recognition of revenue on delivery of modems
(excluding wireless broadband modems) provided free to new
broadband customers, as they are distinct. Revenue is currently
allocated to the modem and the broadband service based on
their relative fair value, with the revenue for the broadband
service recognised as that service is provided across its
contract term. We do not expect an acceleration of modem
revenue on adoption of NZ IFRS 15 and this may differ to other
telecommunications companies. However, as the revenue will
be allocated to a customer’s broadband contract with reference
to the stand-alone selling prices of all performance obligation
provided in the contract, the allocation will change.
Spark’s broadband contracts frequently include offers such as
account credits, periods of ‘free’ service and other incentives.
Spark currently accounts for such offers as a reduction in
broadband service revenue over a customer’s contract period.
Under NZ IFRS 15 such incentives will generally be included
within the calculation of the total transaction price for the
bundle of goods and services provided in a broadband
contract. Revenue is then allocated to each performance
Page 82Spark New Zealand Annual Report 2018Notes to the financial statements
Notes to the financial statements: Other information
obligation based on its relative stand-alone selling price and
recognised either at a point in time or over time. This will result
in incentives generally being allocated to other performance
obligations in a broadband contract, such as the modem.
As with mobile contracts the updated NZ IFRS 15 guidance for
determining whether an entity is a principal or agent is also
relevant for Spark’s broadband contracts. Broadband contracts
can include options for customers to obtain free or discounted
services that are provided by third parties, such as Netflix.
Spark’s current accounting policy is to recognise the cost of
these extras over a customer’s contract term. However, under
NZ IFRS 15 the extras will be considered separate performance
obligations and revenue will be recognised, net of relevant
costs, upon delivery to the customer.
Voice
Voice revenue includes revenue from customers with a
landline-only service, calling and videoconferencing services.
Revenue from such contracts is generally recognised in a
pattern consistent with the requirements of NZ IFRS 15 and no
material changes are expected in relation to its recognition.
Cloud, security and service management
Spark provides cloud, security and service management
services primarily to large enterprises and government
departments. Each contract may include multiple services, such
as data centre services, infrastructure-as-a-service, software-as-
a-service, secure connectivity services, data analytics services,
IT sourcing, and professional services for technology
requirements and IT projects. The contracts may incorporate
services provided by third parties, which, based on the updated
NZ IFRS 15 guidance for determining whether an entity is a
principal or agent when delivering goods or services to
customers, will result in Spark recognising its net proceeds
from such transactions, decreasing both operating revenue and
operating expenses, with no impact on net earnings.
Cloud, security and service management contracts frequently
include transition projects that do not deliver a distinct good or
service to the customer. As further detailed in note 2.2, costs
incurred to fulfil such contracts may currently be deferred and
recognised in operating expenses over the life of the contract
to the extent that they are recoverable from future revenue. This
treatment is consistent with the contract cost requirements of
NZ IFRS 15 and no material changes are expected in relation to
their accounting treatment.
Some contracts may include the provision of a service, together
with a device or other equipment, which meets the definition of
an operating lease under NZ IFRS 16 Leases. Spark intends to
early adopt NZ IFRS 16 at the same time as NZ IFRS 15. Further
details of the impact are outlined following this note.
Procurement and partners
Procurement revenue relates to the procurement of hardware
and software on behalf of customers. Partner revenue relates to
partner-provided IT services, primarily in the regions where
Spark does not have a presence. NZ IFRS 15 provides updated
guidance for determining whether an entity is a principal or
agent when delivering goods or services to customers and the
recognition of some procurement and partners revenue is
expected to change because of the revised guidance. This will
result in Spark recognising its net proceeds from such
transactions, decreasing both revenue and expenses, with no
impact on EBITDA.
Managed data and networks
Managed data and networks revenue includes revenue from
the provision of data connectivity for businesses and proactive
monitoring and managed services for customer networks.
Revenue from such contracts is generally recognised in a
pattern consistent with the requirements of NZ IFRS 15 and no
material changes are expected in relation to its recognition.
Other operating revenue
Other operating revenue includes revenue from subsidiary
companies such as Qrious, Lightbox, Morepork and other
charges to customers. Revenue from such contracts is generally
recognised in a pattern consistent with the requirements of NZ
IFRS 15 and no material changes are expected in relation to its
recognition.
Contract costs
Some commission costs are currently deferred and recognised
over their contract term within operating expense. Such costs
meet the costs to obtain a contract criterion under NZ IFRS 15,
however, we have identified further commission costs that will
be required to be capitalised under the new standard. No
material changes are expected in relation to other costs to
obtain or fulfil a contract. We are currently assessing the
appropriate amortisation period over which these costs should
be recognised.
Adoption project
Spark has undertaken a significant project to facilitate the
adoption of NZ IFRS 15. This has included a detailed
assessment of the nature of Spark’s contracts with customers,
the goods and services offered within those contracts and the
expected impact from the adoption of NZ IFRS 15. Given the
nature and breadth of Spark’s operating revenues and
customer offerings, this has been very complex and has not yet
been finalised for all revenue types and contracts. The project
has also assessed system requirements, data sources and
internal controls required to calculate the impact from initial
adoption, including the impact as at 1 July 2017 and the year
ended 30 June 2018.
Estimated financial impact
Spark is finalising the analysis and assessment of the impact of
NZ IFRS 15 on our financial results. This includes updating our
accounting policies, internal and external reporting
requirements, business processes and associated internal
controls with the objective of quantifying the first-time
adoption impacts, as well as supporting ongoing compliance
with the new accounting requirements. Spark’s operations and
associated systems are complex and the new standard requires
analysis and assessment of millions of contracts with our
customers. Areas of expected impact have been highlighted
within the assessment by revenue type above. However, at this
time, it is not possible to make reliable quantitative estimates of
the effects of the new standard. We expect to finalise the
adjustment required to retained earnings as at 1 July 2017 and
for the year ended 30 June 2018 prior to the release of our
December 2018 half-year financial statements.
Page 83
NZ IFRS 16 Leases
NZ IFRS 16 Leases (NZ IFRS 16) replaces NZ IAS 17 Leases and
will have a material impact on Spark. Spark has elected to early
adopt NZ IFRS 16 from next financial year, being the year
ending 30 June 2019 and apply the full retrospective transition
method, with restatement of the year ended 30 June 2018.
NZ IFRS 16 will require Spark to recognise most leases, where
Spark is a lessee, on the statement of financial position. Similar
to the current finance lease model, this will result in the
recognition of ‘right of use’ assets and related lease liability
balances. The expense previously recorded in relation to
operating leases will move from being included in operating
expenses (and within EBITDA), to depreciation and finance
expense. The impact on net earnings before income tax of an
individual lease over its term remains the same, however, the
new standard will result in a higher interest expense in early
years, and lower in later years of a lease, compared with the
current straight-line expense profile of an operating lease.
Spark’s leases
Spark is the lessee for a large number of operating leases,
including:
• Property - Spark leases a number of office buildings and
retail stores. These leases will have the most significant
impact on adoption of NZ IFRS 16 given their high value and,
taking into accounting rights of renewal that are reasonably
certain to be exercised, long lease terms;
• Mobile sites – Spark has entered into a number of land
access agreements to allow the operation of mobile network
infrastructure throughout New Zealand;
• Equipment – Spark acts as the intermediate party (as a lessee
and a lessor) in a number of back-to-back lease
arrangements for customer premises equipment. Such
arrangements may also include an initial sale and leaseback
transaction. Under the new standard Spark has assessed that
the initial sale of the equipment does not result in control
being passed. As a result the equipment will not be
derecognised following the initial sale and remain within
property, plant and equipment. The leaseback will be
accounted as a financial liability in scope of NZ IFRS 9 and
the sub-lease as either an operating lease or finance lease;
• Motor vehicles – Spark leases motor vehicles for use in sales,
field operations and maintenance of infrastructure
equipment; and
• Other leases – other leases include items such as general IT
equipment and photocopiers. Spark intends to utilise the
recognition exemption for leases of low-value assets to these
leases where appropriate.
Spark also acts as a lessor, including for the following:
• Space in exchanges – Spark has leases for space in exchange
buildings, including as a lessor for space in Spark exchanges
and a lessee for space in Chorus exchanges. These leases
include a legal right of offset, as Spark and Chorus settle the
payments on a net basis and are therefore shown as a net
finance lease receivable on the statement of financial
position. Spark has assessed there will be no impact on
adoption for exchange space leases (more information is
included in note 3.1); and
• Property subleases – Spark has entered subleases in relation
to excess property that are all currently classified as
operating leases. Each sublease has been assessed to
determine whether it is a finance or operating lease under
NZ IFRS 16. A number of these will be now classified as
finance subleases because they are for the whole remaining
term of the head lease.
Adoption project
Spark has undertaken a significant project to facilitate the early
adoption of NZ IFRS 16. This has included the implementation
of a lease management and accounting system. This system
now retains Spark’s leases where Spark is a lessee and includes
all details in relation to each lease, such as the lease contract,
lease type and location, lease term (including rights of
renewal), lease discount rate and lease payments. The lease
system calculates the value of right-of-use-assets, lease
liabilities, depreciation expenses and finance expenses based
on this information. Spark has performed testing over the
accuracy and completeness of lease data and the outputs
provided from the lease system and re-performed calculations
for a number of leases, including for material leases, and issues
identified have been resolved.
Spark will continue to test the accuracy of lease data within the
system and its outputs. The lease system and its calculations
have also been reviewed by external parties and the system
provider intends to issue a controls opinion during the year
ending 30 June 2019.
Estimated financial impact
The new standard will have a significant impact on the financial
position and performance of Spark on adoption. We have
performed an assessment of the financial impact on Spark
based on leases in effect in the year ended and as at 30 June
2018. The estimated impact on the statement of profit or loss
and other comprehensive income is a decrease in operating
expenses of approximately $67 million and an increase in lease
income of $2 million offset by an increase in depreciation and
amortisation of $49 million and an increase in net finance
expense of $29 million. This would result in an increase in
EBITDA of $69 million but a decrease in net earnings before
income tax of $9 million. The estimated impact on the
statement of financial position is an increase in total assets of
$426 million, an increase in total liabilities of $490 million and a
decrease in equity of $64 million.
As outlined above the adoption of NZ IFRS 16 would have
reduced net earnings before tax for the year ended 30 June
2018 by approximately $9 million and reduced retained
earnings by approximately $64 million. This is primarily
because of the lease profile of Spark’s long-term corporate
property leases, with the depreciation and interest expense
(which is higher in earlier years of these leases) exceeding the
current operating expense. The difference over the life of the
leases will be nil and there is no impact on cash flows.
Assumptions
In calculating the above estimated impacts several judgements
were required. These include determining the lease term
(which can be complex where leases include rights of renewal
or cancellation), the discount rate applicable to each lease and
the lease payments, which may not be fixed and may vary
depending on an index.
Independent auditor’s reportPage 84Spark New Zealand Annual Report 2018
Independent Auditor’s Report
To the shareholders of Spark New Zealand Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of Spark New Zealand Limited
(the company) and its subsidiaries (the group) on
pages 47 to 83:
i. present fairly in all material respects the group’s
financial position as at 30 June 2018 and its
financial performance and cash flows for the year
ended on that date; and
ii. comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 30 June 2018;
— the consolidated statements of comprehensive
income, changes in equity and cash flows for the
year then ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics
for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to regulatory audit, other assurance related
services (such as trustee reporting) and compliance services. Subject to certain restrictions, partners and
employees of our firm may also deal with the group on normal terms within the ordinary course of trading activities
of the business of the group. These matters have not impaired our independence as auditor of the group. The firm
has no other relationship with, or interest in, the group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $26 million determined with reference to a benchmark of group earnings before income
tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.
Page 85
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the
purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express
discrete opinions on separate elements of the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Revenue recognition
Refer to note 2.2 to the financial
statements which discloses total
revenues of $3,649 million (2017: $3,614
million) including:
- Mobile $1,280 million (2017: $1,197
million)
- Broadband $685 million (2017: $689
million)
- Voice $572 million (2017: $655
million)
-
Cloud, security and service
management $373 million (2017:
$324 million)
Revenue recognition is considered to be a
key audit matter due to the complexity of
the revenue recognition accounting
standards as applied to the
telecommunications industry, involving
key judgements and estimates, principally
surrounding:
Multiple products bundled into a single
offer from Spark’s Home, Mobile &
Business unit:
identifying the separate components
of a bundled transaction and whether
those components have stand-alone
value to the customer; and
allocating total transaction
consideration to the multiple
components in the bundled
transaction.
Contractual arrangements for IT services
offered from Spark’s Digital business unit,
involving the design, build and offering of
ongoing Information Technology
solutions, including ‘as a service’
offerings:
Our audit procedures included:
For multiple products bundled into a single offer from Spark’s
Home, Mobile & Business unit:
reviewing a sample of customer contracts to understand
each of the components in the bundled offering;
challenging the group’s assessment for each component
about whether the product or service has stand-alone value
to the customer by considering the extent the products and
services are interrelated;
comparing the allocated fair value assigned to each
component of the bundle to observed market prices for the
respective component; and
examining the stages at which revenue for each component
is recognised, with reference to the group’s operational
systems and data.
For the bundled offerings from Spark’s
Home, Mobile &
Business unit, we identified no errors with the assessment of
each component i
n the bundled offerings and reasonable
assumptions were used to reflect the customer contract and
fair value allocated to each component.
For contractual arrangements for IT services offered from
Spark’s Digital business unit:
reviewing a sample of contracts to understand the services
the group has contracted to deliver;
agreeing revenue recognised to a sample of customer
contracts and agreed customer contract variations;
evaluating the cost and revenue forecasts that support the
anticipated revenue rec
ognition to be applied for each
contract reviewed by discussion with and challenging of the
project managers, reviewing project summary reports,
customer correspondence and historical customer
profitability analyses; and
evaluating the status of implementation of each contract,
through discussion with project managers and reviewing
project summary reports.
For the Spark IT services contracts, we consider the estimates
of projected revenue and costs or the assessments of the stage
of completion of the projects to be balanced.
Independent auditor’s reportPage 86Spark New Zealand Annual Report 2018
The key audit matter How the matter was addressed in our audit
identifying the separate components
of a bundled transaction and whether
those components have stand-alone
value to the customer; and
determining the quantum and timing of
contract profit. The latter includes
assessing the assumptions
underpinning the individual project
profitability forecasts over the life of
the contract.
We identified no errors with revenue recognition.
Impact of changes in technology and the group’s network strategy on the carrying value of property,
plant & equipment and intangible assets
Refer to notes 3.4 and 3.5 to the financial
statements.
The group has property, plant & equipment
and intangible assets of $2,246 million
(2017: $2,223 million) with additions
during the year of $413 million (2017: $415
million).
The capitalisation and carrying value of
property, plant & equipment and intangible
assets is considered to be a key audit
matter due to the significance of the
assets to the group’s statement of
financial position, and due to the level of
judgement involved in determining the
carrying value of these assets, principally:
the capitalisation or expensing of
costs;
the useful economic lives assigned to
the assets capitalised; and
the impact of planned or unexpected
replacement technology on the
carrying value of property, plant &
equipment and intangible assets; and
accounting for software as a service
contracts.
Our audit procedures included:
examining controls surrounding application of accounting
policies to capitalise or expense project spend;
assessing the capitalisation of costs incurred on capital
projects, by examining a sample of additions to identify if
the spend meets the definition of an asset as per the
applicable accounting standards;
assessing the allocated useful economic lives, by
comparing to industry benchmarks and our knowledge of
the business and its operations and the technology life-
cycles anticipated;
assessing the need for accelerated depreciation or
impairment of assets, by considering the impact of
developments in technology and changes to the group’s
technology transformation strategy; and
reviewing a sample of software as a service contracts to
determine whether the licensing and delivery model
provided by the contracts have been expensed or
capitalised as appropriate depending on the terms of each
contract.
We found no issues as a result of our audit procedures over the
amounts capitalised to property, plant & equipment and
intangible assets.
We found asset useful lives used by the group were within an
acceptable range when compared to those commonly used in the
industry, and appropriately reflected technological developments
within the group’s intended capital roadmap. We considered the
impact of developments in technology and changes to the group’s
technology transformation strategy on useful lives and carrying
value and considered the carrying value to be appropriate.
Transition to Agile-at-scale operating model
Spark is continuing on its strategic shift that
commenced in 2013 from a traditional
telecommunications company to a digital
services company. As a consequence,
Spark is:
Our procedures in respect of the restructuring provision
included:
obtaining an in-depth understanding of the elements of the
restructuring announcement, including the build-up of the
estimate of the expected personnel restructure;
Page 87
The key audit matter How the matter was addressed in our audit
- implementing Agile-at-scale to
embed customer centricity,
increase speed to market and
achieve greater productivity;
- continuing to simplify, automate and
digitise processes, products and
services under the ‘Quantum’
programme; and
- pursuing expansion into media
through relaunch of Lightbox and
securing the rights to coverage of
Rugby World Cup 2019.
For the year ended 30 June 2018, the above
has manifested itself in the financial
statements as a restructuring expense
within the costs of change of $26 million
and a restructuring provision of $11 million.
Restructuring expenses are included within
operating expenses in note 2.3. This is a
key audit matter due to the judgement in
determining the extent of redundancies in
light of the timing of decisions to restructure
the business, the ongoing impact of the
initiative, and whether the year ended 30
June 2018 or subsequent years are
affected.
understanding the timing of decisions made to restructure
in relation to the announcement date and the detail
surrounding the restructuring programme (such as the
identification of individuals identified and business units
affected); and
vouching a sample of termination costs to employee
contracts.
Overall we consider the restructuring provision is a reasonable
estimate of the future costs including redundancy payments
the group is committed to undertake at 30 June 2018. The
restructuring announcements were made prior to 30 June
2018 and therefore have been appropriately recorded in the
year ended 30 June 2018 and the pay-out was calculated in
reference to the affected employee’s contractual entitlement.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Chair and Managing Director Report, Environmental, Social & Governance
Reporting, Performance and Other Information including disclosures relating to corporate governance and
statutory information. Our opinion on the consolidated financial statements does not cover any other information
and we do not express any form of assurance conclusion thereon.
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 in the audit or otherwise appears materially
misstated. If, based on 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent 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 shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Independent auditor’s reportPage 88Spark New Zealand Annual Report 2018
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the group, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and International Financial Reporting Standards;
— implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— 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 independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is David Gates.
For and on behalf of
KPMG
Wellington
22 August 2018
Page 89
Corporate governance
The Board and management are committed to ensuring that
Spark New Zealand Limited (Spark) maintains a high standard of
corporate governance and adheres to high ethical standards. The
Board regularly reviews and assesses Spark’s governance
structures and processes to ensure that they are consistent with
international best practice, in both form and substance.
Spark has adopted the NZX Corporate Governance Code and the
ASX Corporate Governance Council’s Principles and
Recommendations (3rd Edition). As at 22 August 2018 the Board
considers that Spark has followed all principles and
recommendations for the FY18 reporting period.
Further information regarding Spark’s corporate governance
policies, practices and processes can be found on its website and
in its FY18 Environmental, Social & Governance Report, which
comprises Spark’s corporate governance statement, found at:
www.sparknz.co.nz/about/governance.
Stock exchange listings
Spark ordinary shares are listed on the NZSX and ASX and Spark
continues to comply with NZSX Listing Rules and applicable ASX
Listing Rules.
Spark is incorporated in New Zealand and is not subject to
Chapters 6, 6A, 6B and 6C of the Australian Corporations Act
2001. The acquisition of Spark shares may be limited by the
New Zealand Takeovers Code and the Overseas Investment Act
2005. Spark does not operate additional ownership restrictions.
Spark’s American Depositary Shares, each representing five
ordinary Spark shares and evidenced by American Depositary
Receipts (ADRs), are traded over-the-counter in the United States.
Spark deregistered its ADRs and shares under the United States
Securities Exchange Act of 1934 (Securities Exchange Act) on 2
September 2014, at which point its United States Securities and
Exchange Commission (SEC) reporting obligations under the
Securities Exchange Act and the United States Sarbanes-Oxley Act
of 2002 ceased.
Director remuneration
The total remuneration available to non-executive directors is
fixed by shareholders. The current annual remuneration limit is
$1,630,000 following an increase of $130,000 approved at the
annual meeting held in November 2017.
The fees payable to non-executive directors during FY18 were:
BOARD/COMMITTEECHAIR
1
MEMBER
2
Board of Directors$357,099$140,675
Audit and Risk Management
Committee (ARMC)$37,874$18,396
Human Resources and
Compensation Committee (HRCC)$32,463$16,232
Nominations and Corporate
Governance Committee (NOMs)––
1 Committee chair and member fees were not payable to the Chair of the Board.
Committee member fees were not payable to committee chairs.
2 Member fees were payable for each committee.
From 1 July 2018 the non-executive directors fees increased by
1.5% (rounded to the nearest $100), to be paid out of the current
shareholder-approved annual remuneration limit of $1,630,000.
This increase approximates the average annual CPI increase seen
over the last four quarters and is expected to broadly maintain the
market positioning outlined in the independent Ernst & Young
benchmarking report that was distributed alongside the 2017
Notice of Annual Meeting.
Corporate governance and disclosures
Page 90Spark New Zealand Annual Report 2018Other information
Committee membership as at 30 June 2018 was as follows:
HUMAN RESOURCES AND
COMPENSATION COMMITTEEAUDIT AND RISK MANAGEMENT COMMITTEE
NOMINATIONS AND CORPORATE
GOVERNANCE COMMITTEE
Alison Barrass (Chair)
Ido Leffler
Justine Smyth
Alison Gerry (Chair)
Paul Berriman
Pip Greenwood
Charles Sitch
Justine Smyth (Chair)
Alison Barrass
Paul Berriman
Alison Gerry
Pip Greenwood
Ido Leffler
Charles Sitch
The total remuneration received by non-executive directors of Spark during FY18 was as follows:
1
NAME OF
DIRECTOR
BOARD
FEES
AUDIT & RISK
MANAGEMENT
COMMITTEE
FEES
NOMINATION
& CORPORATE
GOVERNANCE
COMMITTEE
FEES
HUMAN
RESOURCES AND
COMPENSATION
COMMITTEE
FEES
SHARES
AND OTHER
PAYMENTS
OR BENEFITS
2
TOTAL
REMUNERATION
Justine Smyth$282,997$12,968–$11,115$1,019$308,100
3
Alison Barrass$140,675––$26,906
4
$1,019$168,600
Paul Berriman$140,675$18,396–––$159,071
Alison Gerry$140,675$31,205
5
–––$171,880
Pip Greenwood$35,169$4,599–––$39,768
6
Ido Leffler$140,675––10,674
7
–$151,349
Charles Sitch$140,675$18,396–––$159,071
Mark Verbiest$122,268
8
––––$122,268
Total$1,143,810$85,564$48,695$2,038$1,280,108
1 The figures shown are gross amounts and exclude GST (where applicable) and rounded to nearest dollar.
2 In addition to the contributions towards health insurance amounts shown in this table, Spark meets costs incurred by directors that are incidental to the performance of their duties.
This includes providing New Zealand-based directors with mobile phones and a $120 per month home phone account credit and overseas-based directors with a $400 per month
telephone allowance. Spark also meets the costs of directors’ Spark-related travel. As these costs are incurred by Spark to enable directors to perform their duties, no value is
attributable to them as benefits to directors for the purposes of the above table.
3 Ms Smyth received fees as a member of the Board and Chair of the HRCC and ARMC from 1 July 2017 to 3 November 2017. Following her appointment as Chair of the Board she
ceased to receive fees from any committee from 4 November 2017.
4 Ms Barrass received fees as a member of the HRCC from 1 July 2017 to 3 November 2017 and Chair of the HRCC from 4 November 2017.
5 Ms Gerry received fees as a member of the ARMC from 1 July 2017 to 3 November 2017 and Chair of the ARMC from 4 November 2017.
6 Ms Greenwood was appointed as a member of the Board and the ARMC from 1 April 2018.
7 Mr Leffler received fees as a member of the HRCC from 4 November 2017.
8 Mr Verbiest ceased to receive fees as Chair of the Board from 4 November 2017.
The total remuneration earned by, or paid to, the Managing Director Mr Simon Moutter, for FY18 and the total anticipated target
remuneration expected to be earned or paid in FY19 is as follows:
PERIODBASE SALARY
1
SHORT-TERM
INCENTIVE
2
EQUITY
INCENTIVE
3
LONG-TERM INCENTIVE
4
FY18 actual remuneration$1,417,500$779,625$623,700$1,000,000 in the form of 172,481
restricted ordinary shares
FY19 anticipated target
remuneration
$1,417,500$787,500$630,000$1,000,000 in the form of restricted
ordinary shares
1 Base salary includes employer contributions towards KiwiSaver and is not at risk. Mr Moutter does not receive any directors’ fees.
2 FY18 actual short-term incentive was earned in FY18 and will be paid in FY19, as further described in Managing Director Annual Performance Incentive Scheme on www.sparknz.
co.nz/about/governance. The gross amount earned in FY17 and paid in FY18 was $708,750. FY19 anticipated target short-term incentive will be earned in FY19 and paid in FY20.
3 FY18 actual equity incentive was earned in FY18 and will be awarded in FY19 in the form of redeemable ordinary shares that will reclassify as ordinary shares in September 2020,
as further described in Managing Director Performance Equity Scheme on www.sparknz.co.nz/about/governance. The gross amount earned in FY17 and awarded in FY18 was
$567,000. FY19 anticipated target equity incentive will be earned in FY19 and awarded in FY20 in the form of redeemable ordinary shares that will reclassify as ordinary shares in
September 2021.
4 FY18 actual long-term incentive was granted in FY18 and, subject to specific performance hurdles, will vest in September 2020, as further described in Managing Director
Long-Term Incentive Scheme on www.sparknz.co.nz/about/governance. FY19 anticipated target long-term incentive will be granted in FY19 and, subject to performance hurdles,
will vest in September 2021.
Page 91
The following Managing Director long-term incentives vested in FY18:
GRANT
YEARSECURITIES
PERFORMANCE
PERIOD
PERFORMANCE
MEASUREVESTING OUTCOME
SHARES
TRANSFERRED
VALUE
TRANSFERRED
1
FY14Share rights,
Exceptional LTI
November 2013
– November 2016
(plus one year
deferral of 40%)
Absolute TSR, max.
hurdle – 2 x Spark’s
annual cost of
equity
compounding
100% – 3 year TSR
result was 85%
compared with a
74% target
171,440 (the final
deferred 40%
instalment)
$629,185
FY15Share rights September 2014
– September 2017
Absolute TSR,
hurdle – Spark’s
annual cost of
equity + 1%
compounding
100% – 3 year TSR
result was 62%
compared with a
37% target
333,123$1,192,580
Total$1,821,765
1 Represents the NZSX listed price of Spark shares on the exercise/transfer date x number of shares transferred.
Additionally, Mr Moutter’s FY15 Equity Incentive (essentially a deferred STI) vested on 21 September 2017, as the service condition was
satisfied. Accordingly, 128,461 redeemable ordinary shares converted to ordinary shares.
The total remuneration earned by, or paid to, key management personnel, being the directors and members of the Leadership Team, is
set out in note 6.4 of the financial statements.
Employees do not receive any additional remuneration or other benefits from Spark for acting as directors of subsidiary companies.
Mr Quince received a director’s fee of NZ$10,000 (excluding GST) for acting as a director of Teleco Insurance (NZ) Limited. From 1 July
2017 to 31 December 2017, Estera Services (Bermuda) Limited received directors’ fees of US$2,750 in relation to Ms Dyer-Fagundo
acting as a director of TCNZ (Bermuda) Limited and US$2,750 in relation to Ms Dyer-Fagundo acting as a director of Teleco Insurance
Limited. These directors’ fees increased to US$2,805 effective 1 January 2018.
Board and committee meeting attendance for FY18
The Board held seven formal meetings and two special meetings during FY18. The table below shows director attendance at these
Board meetings and committee member attendance at committee meetings. Sub-committees of the Board also met regularly
throughout the year to consider matters of special importance.
BOARD
SPECIAL BOARD
MEETINGARMCHRCCNOMS
Total number of meetings held72662
Alison Barrass72–62
Paul Berriman716–2
Alison Gerry726–2
Pip Greenwood
¹
312–1
Ido Leffler71–3
5
2
Simon Moutter72–––
Charles Sitch626–1
Justine Smyth726
3
62
Mark Verbiest
²
1–3
4
21
1 Ms Greenwood was appointed a director on 1 April 2018.
2 Mr Verbiest ceased to be a director on 3 November 2017.
3 Ms Smyth attended ARMC meetings in an ex officio capacity from 4 November 2017.
4 Mr Verbiest attended ARMC meetings in an ex officio capacity until 3 November 2017.
5 Mr Leffler was appointed a member of the HRCC from 3 November 2017.
Page 92Spark New Zealand Annual Report 2018Other information
Director independence and interests
The Board has determined, based on information provided by directors regarding their interests, that at 30 June 2018: Ms Barrass,
Mr Berriman, Ms Gerry, Ms Greenwood, Mr Leffler, Mr Sitch and Ms Smyth were independent.
The position in respect of Ms Greenwood changed as a result of her appointment as the interim CEO of Russell McVeagh on 16 August
2018. Ms Greenwood joined the Board of Spark on 1 April 2018 and at 30 June 2018, was a Partner and board member of Russell
McVeagh, a law firm that continues to provide professional services to Spark. At those dates the Board determined Ms Greenwood to be
independent, based on a number of factors including that the relationship with Russell McVeagh is handled at management level and
that upon confirmation of her appointment, Ms Greenwood immediately ceased providing services to Spark in her capacity as a Partner
of Russell McVeagh. Certain protocols were also put into place to further mitigate any risk of influence arising, which apply in addition to
the Board’s usual conflict of interest procedures.
Following Ms Greenwood’s appointment as interim CEO of Russell McVeagh, the Board determined that she was not independent, due
to the increased risk that, while serving as interim CEO, Ms Greenwood could be perceived to be materially influenced when making
decisions as a director of Spark. The protocols, put in place to mitigate the risk of influence arising, were expanded to cater for this role.
The Board determined that Mr Moutter was not independent due to his position as Managing Director. Further information regarding
director independence independence and conflict of interest may be found at: www.sparknz.co.nz/about/governance.
Directors made the following entries in the interests register for FY18:
>>
Directors disclosed, pursuant to section 140 of the Companies Act 1993, interests in the following entities during FY18:
DIRECTORENTITYRELATIONSHIP
Alison BarrassLewis Road Creamery LimitedDirector
Callaghan InnovationCeased to be a director
Methven LimitedAppointed Chair
Paul BerrimanMultisource Telecoms Proprietary LimitedDirector
Alison GerrySharesies LimitedDirector and Chair
Sharesies Nominee LimitedDirector
Pip GreenwoodRussell McVeaghPartner
Fisher & Paykel Healthcare LimitedDirector
Auckland Writers FestivalTrustee
Ido LefflerYes To IncCeased to be a board member
VestergaardBoard member
Page 93
>>
Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests
in Spark shares during FY18:
NAMEDATE NATURE OF TRANSACTIONCONSIDERATION
NUMBER OF
SHARES
Alison Barrass31 August 2017Purchase of ordinary shares$39,99110,200
7 November 2017Purchase of ordinary shares$98,24727,000
Alison Gerry30 August 2017Purchase of ordinary shares$97,62125,000
Ido Leffler3 October 2017Purchase of ordinary shares$33,21210,000
Simon Moutter19 September 2017Grant of restricted ordinary sharesServices to Spark 172,481
19 September 2017Grant of redeemable ordinary sharesServices to Spark91,958
21 September 2017
Reclassification of redeemable ordinary shares to
ordinary sharesServices to Spark 128,461
2 October 2017
Issue of ordinary shares upon exercise of share
rightsServices to Spark 333,123
18 October 2017Sale of ordinary shares$182,07750,000
16 November 2017
Issue of ordinary shares upon exercise of
share rightsServices to Spark171,440
1 December 2017Sale of ordinary shares$180,32250,000
16 April 2018Unrestricting of restricted ordinary shares$2,338844
Justine Smyth
1
17 October 2017Purchase of ordinary shares$183,24050,000
5 December 2017Purchase of ordinary shares$252,91870,000
Mark Verbiest
2
30 August 2017Purchase of ordinary shares$57,97515,000
8 March 2018Purchase of ordinary shares$51,30015,000
1. Relevant interest in beneficial ownership held by Miksha Trust.
2. Relevant interest in beneficial ownership held by Bear Fund NZ Limited.
>>
Directors disclosed, for the purposes of section 162 of the Companies Act 1993, insurance effected for Spark’s directors and senior
managers for the 12-month period from 1 June 2018 and deeds of indemnity provided to all directors and specified senior managers
of Spark.
Gender composition of our workforce
The following table sets out the numbers of men and women at different levels of Spark’s workforce as at 30 June 2017 and
30 June 2018.
1
FEMALEMALE
2017201820172018
NO.%NO.%NO.%NO.%
Directors
2
338%450%562%450%
Leadership Team
3
229%233%571%467%
Other leadership roles
4
1423%1623%4777%5477%
Overall workforce 2,05936%2,15739%3,67464%3,35461%
1 The table includes details of permanent and fixed-term employees of Spark and its directors.
2 Mr Verbiest ceased as a director of Spark on 3 November 2017 and Ms Greenwood was appointed as a director of Spark on 1 April 2018.
3 Excludes the Managing Director as he is already included as a director in the figures above. The Leadership Squad is considered ‘senior managers’ for the purposes of the
Financial Markets Conduct Act 2013 and ’senior executives’ for the purposes of the ASX Corporate Governance Council’s Principles and Recommendations.
4 Substantive roles that report directly to members of the Leadership Squad (including the Managing Director) or to their direct reports.
Page 94Spark New Zealand Annual Report 2018Other information
Employee remuneration
The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as
employees, received remuneration and other benefits during FY18 totalling NZ$100,000 or more.
1
RANGECURRENTFORMERTOTALRANGECURRENTFORMERTOTAL
$100,000–$110,00035149400$380,001–$390,000011
$110,001–$120,00032127348$390,001–$400,000123
$120,001–$130,00025220272*$400,001–$410,000123
$130,001–$140,00021312225$410,001–$420,000101
$140,001–$150,00015124175$420,001–$430,000213*
$150,001–$160,0009216108$430,001–$440,000101
$160,001–$170,000611273$440,001–$450,000202
$170,001–$180,00058664$450,001–$460,000202
$180,001–$190,00037946$460,001–$470,000202
$190,001–$200,00046854$480,001–$490,000101
$200,001–$210,00024731$490,001–$500,000101
$210,001–$220,00027633$500,001–$510,000303
$220,001–$230,00015217$510,001–$520,000303*
$230,001–$240,00010515$580,001–$590,000011
$240,001–$250,00014418$590,001–$600,000101
$250,001–$260,0007411$600,001–$610,000101
$260,001–$270,00012315$660,001–$670,000101
$270,001–$280,000448$670,001–$680,000101
$280,001–$290,000437*$680,001–$690,000101*
$290,001–$300,000404$820,001–$830,000101
$300,001–$310,000314$840,001–$850,000101*
$310,001–$320,000426$970,001–$980,000101*
$320,001–$330,000448$1,000,001–$1,010,000011*
$330,001–$340,000213*$1,100,001–$1,110,000011*
$340,001–$350,000224**$1,110,001–$1,120,000011
$350,001–$360,000314*$1,670,001–$1,680,000101
$360,001–$370,000314*$2,580,001–$2,590,000101
$370,001–$380,000314*
Total1,7572442,001
1 The table includes base salaries, short-term incentives and vested or exercised long-term incentives (including FY14 Exceptional LTI vesting outcomes – see further details below).
The table does not include: amounts paid after 30 June 2018 relating to FY18; long-term incentives that have been granted and have yet to vest (based on grant values, the total
value of which was NZ$9.03 million as at 30 June 2018); product and service concessions received by employees; contributions paid to the Government Superannuation Fund (a
legacy benefit provided to a small number of employees); and, if the individual is a KiwiSaver member, contributions of 3% of gross earnings towards that individual’s KiwiSaver
scheme.
* Denotes number of employees who received benefits from the one-off FY14 Exceptional LTI, i.e. *is one employee and ** is two employees.
FY14 Exceptional LTI Grant
The employee remuneration information in the table above includes the value of 40% of the FY14 Exceptional LTI vesting outcomes,
which totalled $5.4 million across 27 employees (excluding the Managing Director). The remaining 60% vested in FY17.
As noted in the FY14 annual report, the FY14 Exceptional LTI was granted in November 2013. Vesting of these awards was conditional
on the achievement of a TSR hurdle of 74%, being 2 x Spark’s annual cost of equity compounding over the three years to 30 November
2016. Spark’s actual TSR over the same period was 85%, which resulted in 100% vesting.
Page 95
Shareholdings
As at 30 June 2018 there were 1,835,390,783 Spark ordinary shares on issue, each conferring to the registered holder the right to one
vote on a poll at a meeting of shareholders on any resolution, held as follows:
SIZE OF HOLDINGNUMBER OF HOLDERS
1
%NUMBER OF SHARES%
1–1,00012,47731.156,595,0320.36
1,001–5,00017,20742.9544,593,1762.43
5,001–10,0005,60313.9941,729,5162.27
10,001–100,0004,59311.46105,913,7635.77
100,001 and over1790.451,636,559,29689.17
Total40,059100.001,835,390,783100.00
1 Includes 1,657,306 shares on issue held by Spark Trustee Limited on behalf of 39 holders for the Spark Long-Term Incentive Plan (as further described in note 6.3 of the financial
statements). There are 773,404 shares on issue held by Spark Trustee Limited on behalf of 1,131 holders for Spark Share.
As at 30 June 2018 there were 190,904 redeemable ordinary shares on issue held by the Managing Director. Redeemable ordinary
shares and shares held under Spark Share have the same voting rights as ordinary shares (but are subject to restrictions regarding
disposal). Restricted ordinary shares are issued to Spark employees as part of Spark’s long-term incentive schemes. Further information
on these schemes is contained in note 6.3 of the financial statements and at www.sparknz.co.nz/about/governance.
As at 30 June 2018 there were 569 shareholders holding between 1 and 99 ordinary shares (a minimum holding under the NZX
listing rules).
The 20 largest registered holders of Spark shares at 30 June 2018 were:
NAME
1
NUMBER OF SHARES%
1.HSBC Nominees (New Zealand) Limited
2
428,428,61023.34
2.HSBC Nominees (New Zealand) Limited
2
277,739,35415.13
3.JP Morgan Chase Bank256,799,35213.99
4.Citibank Nominees (NZ) Limited113,804,2466.20
5.HSBC Custody Nominees (Australia) Limited66,231,1803.61
6.Accident Compensation Corporation47,100,2862.57
7.National Nominees New Zealand Limited40,160,1352.19
8.New Zealand Superannuation Fund Nominees Limited36,697,8212.00
9.Cogent Nominees Limited36,210,2501.97
10.JP Morgan Nominees Australia Limited28,210,9581.54
11.Citicorp Nominees Pty Limited26,524,4821.45
12.Tea Custodians Limited24,975,3931.36
13.BNP Paribas Nominees NZ Limited
3
23,420,9751.28
14.Premier Nominees Limited22,249,7091.21
15.National Nominees Limited17,371,8190.95
16.BNP Paribas Nominees NZ Limited
3
16,920,7650.92
17.FNZ Custodians Limited15,028,1420.82
18.JB Were (NZ) Nominees NZ Limited11,733,3900.64
19.New Zealand Depository Nominee Limited9,740,5270.53
20.Cogent Nominees (NZ) Limited7,920,3290.43
1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the applicable members.
2 Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.
3 Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.
Page 96Spark New Zealand Annual Report 2018Other information
According to substantial holder notices, as at 30 June 2018 the substantial holders in Spark were as follows:
NAME
NUMBER OF
ORDINARY SHARES
% OF ORDINARY
SHARES ON ISSUE
1
Blackrock Investment Management (Australia) Limited137,946,7717.52%
The Capital Group Companies Inc127,610,6136.95%
1 Based on issued share capital of 1,835,390,783 as at 30 June 2018.
As at 30 June 2018 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in
Spark shares as follows:
NAME
RELEVANT INTEREST IN SPARK SHARES
AT 30 JUNE 2018
NUMBER%
1
Alison Barrass37,2000.002
Paul Berriman20,0000.0011
Alison Gerry25,0000.0014
Pip Greenwood––
Ido Leffler10,0000.0005
Simon Moutter2,423,154
2
0.1320
Charles Sitch13,9340.0008
Justine Smyth350,201
3
0.0191
1 Each percentage stated has been rounded to the nearest 1/1000th of a percent.
2 Includes 1,675,338 ordinary shares, 190,904 redeemable ordinary shares and 552,743 restricted ordinary shares and 4,169 ordinary shares held in custody for the M J Taylor
Family Trust.
3 Relevant interest in beneficial ownership of 350,201 ordinary shares held by Miksha Trust.
All non-executive directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the
Chair, or in the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that
each non-executive director will purchase and hold an amount of shares that are at least equivalent in value to the non-executive director
base member fee as at the date of their appointment, or in the case of directors appointed before 1 July 2017, as at 1 July 2017. Shares
are to be purchased within a three year period from the date of appointment, or in the case of directors appointed before 1 July 2017,
within a three-year period from that date. To assess whether this expectation has been met, the aggregate purchase price for all shares
acquired, less the aggregate sale price for all shares disposed (if any), is used to calculate value.
Page 97
Subsidiary company directors
The following people held office as directors of subsidiary companies at 30 June 2018. Alternate directors are indicated with an (A).
SUBSIDIARY COMPANYCURRENT DIRECTORSDIRECTORS WHO RETIRED DURING THE YEAR
Computer Concepts LimitedM Anastasiou, D Chalmers, J Hodson,
Digilife New Zealand LimitedD Werder, M StriblingE Hyde
Digital Island LimitedD Chalmers, J Hodson
Gen-i Australia Pty LimitedF Evett, I HopkinsM Pryke
Gen-i LimitedM Anastasiou, J Hodson
Lightbox New Zealand LimitedD Chalmers, G McBeathJ Paris
Qrious LimitedD Chalmers, N Morris E Hyde
Revera LimitedM Anastasiou, D Chalmers, J Hodson
Spark Finance LimitedM Anastasiou, D Chalmers, M Sheppard,
D Werder
Spark New Zealand Cables LimitedM Sheppard, C FraserL Cowley
Spark New Zealand LS LimitedD Chalmers, J Hodson
Spark New Zealand Trading LimitedC Barber, M Beder, D Chalmers, J Hodson, E Hyde, J Paris
Spark Retail Holdings LimitedM Anastasiou, D Chalmers
Spark Trustee LimitedM Anastasiou, D Chalmers
TCNZ Australia Investments Pty LimitedF Evett, I HopkinsM Pryke
TCNZ (Bermuda) LimitedD Havercroft, A Dyer-Fagundo,
J Wesley-Smith, A Pirie (A), M Stribling (A)
L Cowley
TCNZ Financial Services LimitedM Anastasiou, F Evett
TCNZ (United Kingdom) Securities LimitedF Evett, M Palmer, J Reader
Teleco Insurance LimitedM Beder, A Dyer-Fagundo, D Werder,
M Anastasiou (A), J Burke (A),
S Demerling (A), F Evett (A)
Teleco Insurance (NZ) LimitedD Werder, R Quince
Telecom Capacity LimitedD Chalmers, J Wong
Telecom Enterprises LimitedM Anastasiou, D Chalmers
Telecom New Zealand (UK) Enterprises
Limited
F Evett, M Sheppard
Telecom New Zealand USA LimitedM Laing, J WongL Cowley
Telecom Pacific LimitedM Anastasiou, M Sheppard
Telecom Southern Cross LimitedM Anastasiou, D Chalmers
Telecom Wellington Investments LimitedM Anastasiou, F Evett
Telegistics Repair LimitedR Morris, R Singh, S Titherington M Laing
Page 98Spark New Zealand Annual Report 2018Other information
3Gmeans third-generation mobile network as defined by the International Telecommunications Union.
4Gmeans fourth-generation mobile network as defined by the International Telecommunications Union.
4.5Gmeans an evolution of the 4G mobile network which enables network features such as multiple carrier
aggregation and increases theoretical maximum data speeds.
5Gmeans fifth-generation mobile network as defined by the International Telecommunications Union.
ADRmeans an American Depositary Receipt.
ARMCmeans the Audit and Risk Management Committee.
ASXmeans the Australian Securities Exchange.
CCLmeans Computer Concepts Limited.
CCNmeans Converged Communications Network.
Companymeans Spark New Zealand Limited.
EBITDAmeans Earnings before Interest, Income Tax Expense, Depreciation and Amortisation and is a non-GAAP
measure used by management.
ESG Reportmeans Spark’s separate Environment, Social & Governance Report available at www.sparknz.co.nz/what-matters.
FCFmeans Free Cash Flow.
Groupmeans the Group in relation to these financial statements, which are prepared for Spark New Zealand Limited
(the company) and its subsidiaries (together the Group).
HRCCmeans the Human Resources and Compensation Committee.
ICTmeans Information and Communications Technologies.
IFRSmeans International Financial Reporting Standards.
LT Emeans Long-Term Evolution.
LT Imeans Long-Term Incentive, which is part of Spark Leadership Team and Managing Director remuneration.
mNPSmeans market Net Promoter Score and is our measure of customer satisfaction.
Net debtmeans a non-GAAP measure of debt used by management that includes long-term debt at the value of hedged
cash flows due to arise on maturity, plus short-term debt, less any cash.
NMmeans not meaningful.
NOMsmeans the Nominations and Corporate Governance Committee.
NPSmeans Net Promoter Score.
NZ GAAPmeans Generally Accepted Accounting Practice in New Zealand.
NZ IASmeans New Zealand International Accounting Standard.
NZ IFRSmeans New Zealand Equivalent to International Financial Reporting Standards.
NZSXmeans the main board equity security market operated by NZX.
NZXmeans NZX Limited.
OTNmeans Optical Transport Network.
PRSmeans Performance Rights Scheme.
PSTNmeans Public Switched Telephone Network.
Southern Crossmeans Southern Cross Cables group of companies, which consists of two sister companies, Southern
Cross Cables Holdings Limited and Pacific Carriage Holdings Limited and their subsidiaries.
SRANmeans Single Radio Access Network.
SRSmeans Share Rights Scheme.
STImeans Short-Term Incentive, which is part of Spark Leadership Team and Managing Director remuneration.
TaaSmeans Telecommunications-as-a-Service, which is a Government programme that delivers a range of cross-
government telecommunications and managed security services.
TSRmeans Total Shareholder Return and is a measure of share price appreciation and dividends paid over a given
period.
UFBmeans Ultra Fast Broadband.
WACCmeans Weighted Average Cost of Capital.
Glossary
Page 99
Contact details
Spark New Zealand Limited
ARBN 050 611 277
Registered office
Level 2
Spark City
167 Victoria Street West
Auckland 1010
New Zealand
Ph +64 4 471 1638 or 0800 108 010
Acting company secretary
Justine Gunn
For more information
For inquiries about transactions, changes of address or dividend payments contact the share registries below.
New Zealand registry
Link Market Services Limited
Level 11 Deloitte Centre
PO Box 91976
80 Queen Street
Auckland 1142
Ph +64 9 375 5998 (investor inquiries)
Fax +64 9 375 5990
enquiries@linkmarketservices.com
www.linkmarketservices.co.nz
Australian registry
Link Market Services Limited
Level 12
680 George Street
Sydney NSW 2000
Australia
Locked Bag A14
Sydney South NSW 1235
Australia
Ph +61 2 8280 7111 (investor inquiries)
Fax +61 2 9287 0303
registrars@linkmarketservices.com.au
www.linkmarketservices.com.au
United States registry
Computershare Investor Services
P.O. Box 505000
Louisville, KY 40233-5000
United States of America
Ph +1 888 BNY ADRS (+1 888 269 2377)
or +1 201 680 6825 (from outside the
United States)
shrrelations@cpushareownerservices.com
www-us.computershare.com/investor
For inquiries about Spark’s operating and financial performance contact:
investor-info@spark.co.nz
Investor Relations
Spark New Zealand Limited
Private Bag 92028
Auckland 1142
New Zealand
investors.sparknz.co.nz
insight
creative.co.nz
SPARK033
08/18
investors.sparknz.co.nz
ARBN 050 611 277
APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10.
details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:
Taxable
/ Non TaxableConversionInterest
Renouncable
Rights IssueCapital
Call
Dividend
If ticked, stateFull
non-renouncable
change
X
whether:
InterimYear
X
SpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this event
If more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per securityPayment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
Taxation
Amount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FWP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date. In the case
of applications this must be the
last business day of the week.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:
Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:
Security Code:
Cease Quoting Old Security 5pm:
EMAIL: announce@nzx.com
Notice of event affecting securities
1
SPARK NEW ZEALAND LIMITED
DAVID CHALMERSDIRECTORS' RESOLUTION
(09) 373 6919(09) 303 34302282018
ORDINARY SHARESNZ TELE0001S4
In dollars and cents
RETAINED EARNINGS
$0.110
Enter N/A if not
applicable
NZD$0.014559
$201,892,986
Date Payable
5 October, 2018
21/09/18 AUST, NZ & USA
05/10/2018 AUST & NZ; 15/10/18 USA
$$0.014804$0.032083
$
APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10.
details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
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of Issuer
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Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:
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/ Non TaxableConversionInterest
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Rights IssueCapital
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non-renouncable
change
X
whether:
InterimYearSpecial
X
DRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
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If more than one class of security is to be issued, use a separate form for each class.
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Total monies
Taxation
Amount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
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issue state strike priceWithholding Tax(Give details)
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Timing
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Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
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last business day of the week.
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conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:
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Cease Quoting Rights 5pm:
Commence Quoting New Securities:
Security Code:
Cease Quoting Old Security 5pm:
EMAIL: announce@nzx.com
Notice of event affecting securities
1
SPARK NEW ZEALAND LIMITED
DAVID CHALMERSDIRECTORS' RESOLUTION
(09) 373 6919(09) 303 34302282018
ORDINARY SHARESNZ TELE0001S4
In dollars and cents
RETAINED EARNINGS
$0.015
Enter N/A if not
applicable
NZD$0.001985
$27,530,862
Date Payable
5 October, 2018
21/09/18 AUST, NZ & USA
05/10/2018 AUST & NZ; 15/10/18 USA
$$0.002019$0.004375
$
---
1 JULY 2017 – 30 JUNE 2018
Environment,
Social &
Governance
Report 2018
Growth | People | Community | Environment | Supplier | Governance | Risk
This Environment, Social and Governance
Report which comprises Spark’s Corporate
Governance Statement, was approved by the
Board of Spark New Zealand Limited on
22 August 2018 and is accurate as at that
date. The Board does not undertake any
obligation to revise this Report to reflect
events or circumstances after 22 August 2018
(other than in accordance with the continuous
disclosure requirements of the applicable
Listing Rules).
Long-term
growth
PAGE 05
Community
PAGE 21
Supplier code
of conduct
PAGE 32
Risk
PAGE 48
People &
remuneration
PAGE 08
Environment
PAGE 26
PAGE 34
Governance
Introduction
Spark’s purpose is to
help all of New Zealand
win big in a digital
world. To truly live this
purpose, we must do
the right thing by our
shareholders, our
people, our customers
and ultimately by all
New Zealanders.
We will do this by:
• Focusing on long-term growth
and business sustainability;
• Cultivating an inclusive workplace
of diverse and engaged people;
• Supporting Spark Foundation to
encourage generosity and build a
better future for New Zealanders;
• Using technological innovation to
reduce our own environmental
impact and that of our customers;
• Embedding our Supplier Code
of Conduct into supply chain
management; and
• Applying best practice governance
and risk management procedures.
Page 4 Spark New Zealand FY18 Environment, Social & Governance ReportWElcomE.
Tēnā koutou,
For Spark to succeed we know we must change faster on the inside than the
world is changing on the outside. That’s why we’ve embarked on a massive
programme of business transformation that will help us bring better products to
our customers even faster, empower our people to act and put a relentless focus
on the customer experience and journey. But while our day-to-day rhythm is
necessarily fast, we also never take our eye off Spark’s long heritage over more
than 100 years. We believe part of our job as the current leaders of this company
is to set it up to serve New Zealanders for the next 100 years. If we are to do this,
we must take a clear-eyed look at our performance across a range of measures,
going beyond pure financials and looking at our long-term contribution to
New Zealand.
That is what this Report sets out to do. In it we evaluate our performance
rigorously and set out how we intend to improve over the next financial year and
beyond. In doing so we have drawn on a range of external measures and
benchmarks, including noting the relevant United Nations Sustainable
Development Goals (SDGs) applicable to our sustainability programmes.
Our starting point is our higher purpose: to help all of New Zealand win big in
a digital world. This means giving New Zealand businesses an edge; helping all
our customers to achieve amazing things with technology and ensuring every
New Zealander has the opportunity to participate in our country’s digital future by
bridging the digital divide. It means promoting the wellbeing of Spark people,
giving them opportunities to use and grow their talents and giving every individual
the confidence to bring their whole self to work. It means using our influence to
ensure our partners are ethical, our environment is protected and our communities
thrive. And, of course, it means using best practice governance and risk
management processes, to protect our shareholders’ investments for the long-term.
We know we still have work to do to improve our environmental, social and
governance performance but we have a strong focus on this area and are
prepared to ask the hard questions of ourselves.
We are looking forward to the next financial year, during which Spark will embed
the huge changes of recent months, and continue building a stronger, more
resilient and truly useful business for our customers, our people, our shareholders
and New Zealand.
Ngā mihi,
Justine Smyth Simon Moutter
Chair Managing Director
22 August 2018
Welcome.
Justine Smyth Chair
Simon Moutter
Managing Director
Long-term
growth
committed to UN SDG goals:
Page 6 Spark New Zealand FY18 Environment, Social & Governance ReportloNG-TErm GroWTh
At Spark we are committed to delivering against our clear, long-term
strategy to deliver consistent earnings growth, sustainable business
performance and dividends that in the long-term are fully funded
through earnings.
This strategy is reinforced by three, more recent, specific areas of focus:
• An increased emphasis on wireless services and investment;
• Better serving price-sensitive customers; and
• The company with the lowest operating costs in our industry in New Zealand.
Our commitment to being an environmentally aware, low-carbon business; to a
culture of diverse and engaged talent and to maintaining a strong governance
framework that strengthens Spark’s market position and aims to enhance investor
confidence in the long-term sustainability of our business strategy.
We have already made significant progress against our three focus areas – giving
us the confidence to transition to an Agile operating model that will:
• Deeply embed customer centricity;
• Dramatically increase speed to market;
• Foster highly empowered, more productive and engaged people.
We operate in a tough and competitive industry and we know our aspirations are
bold. Nonetheless we believe we have the capability and expertise needed for
success, with a number of assets:
• Spark’s Leadership Squad and people are energised and highly capable;
• A solid track record of execution;
• A clear view of market dynamics, opportunities and the risks ahead;
• A solid technology foundation that is adaptable and future ready;
• A strong suite of assets including market scale, strong balance sheet and
cash-flow, portfolio of brands, strong channels and partnerships, digital service
capabilities and a powerful organisational culture.
As a result we remain on track to deliver on our aspiration to, over time, increase
EBITDA margin into the low 30% range (from high 20% range currently). This will
be underpinned by sustained revenue growth and cost reductions in Spark’s core
business areas; complemented by selectively entering new high-growth markets to
unlock additional revenue streams and business models.
We also retain our ambition to pay a sustainable dividend per share that in the
long-term is fully funded through earnings of 25 cents per share or above. This is
reflective of sustainable growth in Free Cash Flow (FCF) and a prudently managed
capital structure, which in turn allows for consistent distributions to shareholders.
This focus on long-term growth and business sustainability will deliver the Spark of
the future, as we continue on our path to help all of New Zealand win big in a
digital world.
FY18 adjusted earnings
per share up
0.4%
FY18 adjusted EBITDA up
2.2%
Long-term
growth
Long-term growth
compound average total
shareholder return
17% p.a.
over the past three years
Page 7 Spark New Zealand FY18 Environment, Social & Governance ReportloNG-TErm GroWTh
modest revenue growth
Tight capital expenditure
management driving
FcF growth
competitive advantage
margin expansion
Prudent capital structure
Environmental and
social sustainability
Strong governance
•
Grow core mobile and IT services
•
Enter high-growth segments
•
Selective bolt-on mergers and acquisitions
•
Embrace a wireless future
•
Digitise the service experience
to create operational efficiency
•
Amazing customer experiences
•
Differentiate through multi-brand
and inclusions
•
Superior IT platforms and networks
•
Environmentally aware
•
Reduce carbon emissions
•
Contributing to New Zealand communities
•
Socially diverse and engaged talent
•
Proactive risk management policies
•
Diverse Board composition and skills
•
Capex maintained at ~11%–12% of sales
•
Investment focused on future revenue
streams and transforming customer
experience
•
A- credit rating
•
Ambition to pay a sustainable dividend per
share, that in the long term is fully funded
through earnings, of 25 cents per share or
above; with consideration to topping up
earnings in the short term
Rising
dividend
profile
KEY FocUS ArEAS
Long-term growth
Evidenced by Total Shareholder Returns
ShArE PrIcE GroWTh
Sustainable
business
performance
Consistent
earnings
growth
SPArK’S moDEl For loNG-TErm GroWTh
committed to UN SDG goals:
People &
remuneration
Page 9 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Spark seeks to employ the best people and to empower them to do
great things for our customers and for New Zealand. To achieve this we
remunerate our people with competitive salaries, provide them with a
wide range of benefits and incorporate customer satisfaction measures
into our performance incentives. We also invest in our people – looking
to bring top talent through into leadership roles sooner rather than later.
our company values guide our decisions and the way our people
behave. During FY18, a cross-section of Spark’s people formed a
working group to reconsider our company values and whether they truly
fit with our focus on diversity and inclusion. The result was a new and
improved set of values to take us into the future. We have also
incorporated the Te reo translations of these values, acknowledging
and respecting our native tongue.
Appointed Spark’s first
female Board chair,
Justine Smyth
33%
of Spark leadership
Squad is female
People &
remuneration
People & remuneration
Our Values
TŪhoNo
WE coNNEcT.
• Connection is at the heart of everything we do.
• We listen and care about our customers, our communities and each other.
• We connect with Spark’s purpose and act with intent.
mĀIA
WE ArE BolD.
• We’re not afraid to take ownership and get stuff done.
• We’re straight up and we make an impact now.
• We have the courage and commitment to think big, be visionary
and deliver today.
WhAKAmANA
WE EmPoWEr.
• We’ve got each other’s back.
• We empower our people to enable the communities we serve.
• We inspire everyone to reach their full potential and to speak up
about what’s important.
mATomATo
WE SUccEED ToGEThEr.
• We work hard to shape a better future.
• We celebrate success with humility, learn from failure and grow.
• We embrace diversity, making our business and all of New Zealand successful.
Page 10 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Spark’s key People goals can be summarised as follows:
KEY GoAlSPErFormANcE IN FY18loNG-TErm GoAlS AND ASPIrATIoNS
create a diverse pipeline
of leaders and employees,
with a culture of inclusion
•
Increased female directors from 38% to
50% of the total Board, as at 30 June 2018
•
Appointed Spark’s first female Board Chair,
Justine Smyth
•
Proportion of females on the Managing
Director’s Leadership Squad increased
from 29% in FY17 to 33% in FY18
•
Rolled out new technology-enabled
Flexible Working Policy for all employees
•
Maintained ‘Rainbow Tick’ accreditation
•
Developed and delivered gender and
cultural bias awareness training across Spark
•
Launched ‘Tuia Te Ao’ cultural intelligence
app
•
>50% of directors and leaders to be
either female or non-New Zealand
European*
•
>50% of people leaders to be either
female or non-New Zealand European
•
Diversity and inclusion programmes
embedded in recruitment and
promotion practices
* As measured by information provided by each
employee in their staff profile and Diversity and
Inclusion profiles. We also audit each business unit.
Ensure Spark people are fairly
remunerated and incentivised in
ways that lead to better customer
outcomes
•
Measured and reported to the Board and
Leadership Squad on our gender pay gap
•
Developing a new remuneration structure
to better support pay parity
•
Reviewed and updated our parental leave
policy: effective from FY19 Spark paid
parental leave will increase from six weeks
to up to 22 weeks
•
Incorporated Spark-wide performance
objectives (including a 50% weighting on
customer satisfaction measures) for all
employees with Short-Term Incentives –
ensuring a One Spark approach
•
As we transitioned to Agile, we set out to
improve diversity by encouraging a wide
range of candidates to apply for leadership
roles; using diversity as a ‘lens’ when
evaluating candidates; and ensuring a fair,
merit-based selection process. This
resulted in a group of people leaders with
a diversity profile that is representative of
the workforce in the areas of our company
that have fully adopted Agile ways of
working.
•
Alignment of remuneration frameworks
to Agile principles
•
Achieve 100% pay parity
•
Ensuring our benefits suite promotes
diversity and inclusion throughout all
areas of Spark
•
Incentive schemes that promote a
One Spark approach to behaviours and
performance
Page 11 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
KEY GoAlSPErFormANcE IN FY18loNG-TErm GoAlS AND ASPIrATIoNS
Ensure Spark has the right
skills on our Board and in
leadership teams for the
digital future
•
Throughout FY18 members of the Board
and Leadership Squad met with
counterparts from a number of global
leading digital and technology companies
from Asia, Europe and North America
•
As illustrated by the Board skills matrix, the
Board continues to have an appropriate
mix of skills, diversity and experience for
the digital future
•
All people moving to work in an Agile
part of the business to complete
foundational Agile training
•
All leaders managing frontline
employees to complete Leadership
Mindset Programme
Provide a healthy and safe work
environment for Spark people
and those who work with
the company
•
Sought external advice from H&S
consultancy IMPAC, who carried out a gap
analysis for Spark’s business
•
Developed and applied a 12-month
strategy/roadmap, based on a set of
standards that will see Spark establish: a
clearly defined H&S framework; active
hazard and risk management;
development of an employee-driven safety
culture and ensuring we have the right
resources and processes to deliver on our
framework
•
Empowered workers and suppliers to
participate in and improve H&S through
a business-wide workers’ consultation
framework
•
Developed a risk-based governance
framework and policy and clear H&S
accountabilities. Communicated these
at all levels
•
Four critical hazards and associated risk
standards developed and deployed
•
Implemented an H&S information
management system with agreed modules
•
Reviewed ACC partnership program for
future validation and relevance and
retained ACC accreditation at a tertiary
level
•
Applied a Suppliers’ H&S prequalification
process
•
New starter safety observations and
leadership and culture training for Spark
people leaders
•
To achieve the four pillars of Spark’s H&S
standards in everything we do, i.e.
strategy and framework, hazard and risk
management, leadership and culture,
resourcing and supporting activities
Page 12 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Diversity and inclusion
Spark continues to make good progress in delivering diversity and inclusion
initiatives, with a focus on growing more balanced gender representation at
senior levels and improving our cultural identity/awareness.
As one of New Zealand’s leading employers we believe that ‘inclusion’ should be
hardwired into what we do and something that everyone at Spark understands.
The wide range of ethnicities and generations that make up our talented
workforce helps to create an inclusive culture.
We support several employee-led networks including:
• EmpowerED – a platform to unleash the potential of aspirational women
at Spark
• Te Āhika – building our people’s capability in a Māori business environment
• Spark Pride – embracing the diversity of our LGBTQI+ community and our
partnership with OutlineNZ
• Head First – creating a mentally healthy workplace
• Blue Heart Programme – leading diversity and inclusion from the heart
Recognition and celebration of significant cultural events was another primary
focus for FY18 which included:
• Diwali
• Chinese (Lunar) New Year
• ANZAC Day
• Matariki and Te Wiki o Te Reo Māori
• Eid al-Fitr
• NZ Sign Language Week
• Chinese Language Week
• Samoan Language Week
• Cook Island Language Week
Leading from the heart
In 2017 we commissioned a gender diversity report to gain qualitative feedback
on the impact of our diversity and inclusion programme. The results of this
showed while we had undertaken a number of successful initiatives to change
systems and processes, many of our people still didn’t feel we were focused
enough on the ‘inclusion’ side of the equation.
This issue was addressed in a speech by the Managing Director in September
2017 about facing up to our “uncomfortable truths” about inclusion within the
company. We have since rolled out a programme specifically focused on
ensuring all our people feel included and comfortable bringing their ‘whole
selves’ to work. This means tackling behaviours, values and addressing gender
diversity and other cultural biases.
We believe that ‘inclusion’ should
be hardwired into what we do
and something that everyone at
Spark understands.
Spark’s Diwali celebrations.
More than 2,700 Spark people have signed
the Blue Heart Pledge.
Page 13 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
One major initiative involved inviting all Spark people to make the ‘Blue Heart
Pledge’, which is an individual’s personal commitment to supporting diversity and
inclusion. We believe leading with hearts as well as minds is a critical part of
encouraging an inclusive environment at Spark. We’ve chosen a blue heart as our
visual icon because – for us – it is symbolic of the ‘blue culture’ we want to build
where achievement, self-awareness, encouragement and collaboration are tools
we use every day. And in the world of emojis (the language of mobile) a blue
heart means trust, harmony, peace and loyalty. By the end of FY18, 2,704 people
had signed a Blue Heart pledge, including all members of the Board and the
Leadership Squad – and we expect this number to grow in the coming months.
Champions for Change
At Spark, diversity in leadership is encouraged at all levels of the organisation.
The Board has led by example by achieving a 50:50 gender diversity split and
continues to promote women in leadership at Spark. Both Managing Director
Simon Moutter and Board Chair Justine Smyth are members of Champions for
Change, a group of New Zealand leaders from across the public and private
sectors who are committed to raising the value of diversity and inclusion within
their organisations. By fully embracing the vision of Champions for Change,
Spark will enjoy the benefits of unleashing the potential of all New Zealanders
and creating:
• A united, diverse and inclusive workforce;
• ‘Inclusion’ firmly embedded into Spark culture;
• Visible leadership and sponsorship; and
• Partnerships with organisations who share the same values and commitment
to inclusion.
Women in leadership
Spark once again celebrated International Women’s Day by inviting inspirational
New Zealand women to share their stories and insights at offices in Auckland,
Hamilton, Wellington and Christchurch. Visibility of women in leadership is
encouraged through initiatives like EmpoweRED, a platform to unleash the
potential of aspirational women at Spark. The series is made up of TED-style talks
and panel discussions where women and men at Spark can ask leaders the hard
questions, as well as providing opportunities for mentorship and networking.
Pride
Spark’s ongoing commitment to our Pride community was demonstrated by the
#thankstoyou campaign, part of the Auckland Pride 2018 festival.
In 2017 Spark committed to our people that we would be an active and supportive
member and ally of the Rainbow Community internally and externally. The 2018
#thankstoyou campaign was the opportunity to demonstrate that commitment,
both to Spark employees and to the rest of New Zealand. It acknowledged the
historic efforts of individuals and organisations within the Rainbow Community,
which mean younger generations can now grow up in a country that is more
accepting, loving and respectful. It included the creation of a video, which went viral
across New Zealand, and the announcement of a three-year strategic partnership
with OUTLine (a confidential telephone support and face-to-face counselling
service available to the LGBTQI+ community and their families and friends).
In 2018 Spark once again took part in the Auckland Pride Parade, with a large
float and senior executive participation. This event and the #thankstoyou
campaign were widely communicated internally as a way for Spark people to
celebrate and get involved.
In 2017, Spark was the first company in New Zealand’s telecommunications
sector to achieve the Rainbow Tick certification and we have maintained this
accreditation over the FY18 year.
Spark once again took part in the Auckland
Pride Parade, with a large float and senior
executive participation.
Page 14 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Spark Māori Business Strategy
Spark’s vision for our Māori business strategy is kanohi kitea – for our people to
be seen, connected and empowered. Our mission is to become trusted advisors,
enabling intergenerational digital solutions through amazing technology. Our
purpose is awhinatia ngā tangata katoa o Aotearoa, kia matomato te tipu i tea o
matihiko – To help all New Zealanders so that they may grow, stand strong and be
successful in the digital world.
The strategy endeavours to build a relationship between Spark and the
Māori community and economy to effect change and become a driver for cultural,
economic and social growth through meaningful partnerships and digital
platforms.
The overall strategy is underpinned by Spark-translated values as guides. They
are whakamana (To empower), māia (Courage & Bravery), matomato (To flourish),
tūhono (To connect).
A snapshot of progress to date includes:
• Spark is one of three corporate organisations identified as an ‘exemplar’ for
use of Māori language (as traditionally non-speaking domains) and chosen to
participate in a 12-month research project ‘Subjective Motivation’ conducted
by Te Kotahi Research Institute via Te Taura Whiri;
• Sponsorship of the first Māori Business Accelerator Programme Kōkiri, in
partnership with Te Wananga o Aotearoa;
• Winning the business of a major Māori tertiary institution and drawing up a
strategic partnership;
• Hei Tauawhi Cultural Education Programme – educating a cross-functional
pool of our people on the basics of tikanga Māori and te reo Māori;
• He nui anō te iti – Little can be huge advertising relaunch voiced in te reo
Māori
• Translation of customer iNet Promote Score (iNPS) survey to te reo Māori;
• Internal Tuia te ao Māori Culture and Language mobile application launched
for Spark people to incorporate Māori customs into work life;
• Māori Agribusiness Strategy underway;
• Spark waiata launch – Manaakitia ngā iwi katoa – written and composed by
Spark’s Te Arepa Morehu (Ngāti Whātua Ōrākei);
• Four pōwhiri performed with large FTE (~650) engagement across four of our
main offices;
• Matariki video released in te reo Māori, most shared video ever posted on the
Spark Facebook page with over 5000 shares.
Health and safety
We recognise that a safe and healthy workplace is one in which our people and
suppliers are accountable and empowered to work together to protect and
promote the health, safety and wellbeing of all workers. To achieve this, we focus
on a framework of continuous improvement to achieve a set of clearly defined
standards across the company. Our framework was informed by
recommendations from external H&S consultancy IMPAC, which we contracted to
do a H&S gap analysis.
We’ve established four pillars of health and safety: a clearly defined health and
safety framework; active hazard and risk management; development of an
employee-driven safety culture; and the right resources and processes to deliver
on our framework.
Spark maintains a strong commitment to a safe working environment by:
• Actively seeking participation from our people and suppliers and
empowering them in the development of our H&S systems and processes;
• Creating a high-performing H&S culture by promoting leadership, initiatives
and ongoing support for our people and suppliers;
Page 15 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
• Investing in the necessary resources, capability and processes to apply our
H&S strategy across Spark;
• Taking a proactive ‘owners’ approach by engaging with our front line to
understand the H&S issues within our business;
• Actively monitoring our workplaces through audits and incident
investigations, so we can learn from outcomes and make H&S improvements;
• Working across the industry and partnering with other companies to move
standards higher and leverage collective knowledge and tools;
• Establishing clear H&S objectives and reviewing them against specific and
measurable targets;
• Supporting and promoting the wellbeing of our people and their safe and
early return to work after a work injury or illness;
• Ensuring the principles of H&S risk management are embedded across Spark,
so we can effectively control our critical hazards and risks; and
• Continually striving for H&S excellence through annual management and
independent reviews.
The Spark Leadership Squad and Directors of Spark are also committed to health
and safety and meet their due diligence obligations by:
• Being integrally involved in setting and promoting strategic direction through
strategic planning, organisational alignment and implementation of H&S;
• Ensuring the established H&S standards are a working governance process
that is reviewed and updated periodically to adjust for progress in achieving
its objectives and goals;
• Keeping up to date with Spark H&S matters by continually monitoring agreed
strategic objectives, specific targets and KPI performance;
• Understanding and monitoring Spark’s risk profile, along with the most critical
hazards and risks associated with Spark work operations;
• Attending and participating in frontline H&S worksite observations and
offering relevant and meaningful intervention where applicable;
• Ensuring Spark has the resources, competency and a suitable process to
eliminate and/or reduce H&S hazards and risks to the lowest practicable level;
• Ensuring the business collects and actions information on incidents, hazards
and risks; and
• Reviewing and verifying that H&S resources and requirements for all the
above are in place.
Spark has developed and committed to a 12-month H&S roadmap to ensure we
reach our H&S standards, and continuously improve our H&S practices. Integral
to this plan is the implementation of a new H&S and safety information system,
which will help shape and monitor KPIs across the business, focusing on Spark’s
strategic objectives, targets and managing critical hazards and risks.
Spark has identified 11 critical hazards relating to our business operations and
we are developing standards for the continual management and reporting of
these risks across the business.
Spark has developed and committed
to a 12-month H&S roadmap to
ensure we reach our H&S standards,
and continuously improve our H&S
practices.
Page 16 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Remuneration
Remuneration policy, strategy and governance
This section sets out Spark’s remuneration policy and the
principles that guide the way in which we design and set
remuneration for all our people, including the Managing
Director and Leadership Squad. These principles are:
• Rewards are market competitive to attract and retain
talented people;
• Remuneration is linked to performance so that higher
levels of performance attract higher rewards;
• The overall cost of remuneration is managed and
linked to the ability of the company to pay; and
• Rewards to senior management are aligned to the
long-term performance of the company.
The Human Resources Compensation Committee (HRCC) is
responsible for reviewing Spark’s remuneration policy and
practices, as well as our overall human resources strategy,
structure, policy and practices. Where appropriate, the HRCC
engages independent professional advice to inform its
decisions with respect to Spark’s remuneration policy and the
remuneration of senior executives. The HRCC is also ultimately
responsible for the governance of Spark’s remuneration
policies and practices and for ensuring we meet our
legislative and regulatory requirements as they relate to
remuneration matters. Members of management may only
attend HRCC meetings at the invitation of the Committee.
PErFormANcE EVAlUATIoN
The HRCC annually reviews the performance of the
Managing Director. The evaluation is undertaken using
criteria set by the HRCC (and approved by the Board),
including the performance of the business, the
accomplishment of strategic and operational objectives
and other non-quantitative objectives agreed at the
beginning of each year. The Managing Director evaluation
for FY18 was undertaken in July 2018.
The Managing Director annually reviews the performance of
his direct reports. The evaluation is undertaken using criteria
set by the Managing Director, including the performance of
the business, the accomplishment of strategic and
operational objectives and other non-quantitative objectives
agreed with the HRCC at the beginning of each financial
year. The last Leadership Squad evaluations were
undertaken during February 2018 (in respect of the
transition to an Agile way of working which was
implemented in early July 2018).
Contents
Remuneration policy, strategy and
governance
Page 16
Remuneration components
Managing Director’s remunerationPage 18
Remuneration policy, strategy and governance
Remuneration components
Managing Director’s termination
Leadership certainty – good leaver provisions
FY18 remuneration outcomesPage 20
FY18 Short-term incentive scheme outcomes
Looking forward to FY19Page 20
Remuneration mix
FY19 STI scheme
FY19 equity-based incentive scheme
Non-executive director remunerationPage 20
Remuneration
Remuneration and strategy
Remuneration components
Additional remuneration reporting (including
Managing Director disclosures) is included in the
Corporate governance and disclosures section of
Spark’s Annual Report.
Page 17 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Remuneration components
rEmUNErATIoN mIX
The graph below shows the FY18 remuneration mix for
the Leadership Squad (excluding the Group Human
Resources Director role) expressed as a percentage of Fixed
Remuneration. The Short-Term Incentive (STI) scheme and
Managing Director’s Performance Equity Incentive (PEI), a
deferred STI, are expressed at target, which is 50% of the
maximum opportunity, and the Long-Term Incentive scheme
(LTI) values represent the maximum LTI cash bonus.
Leadership Team Managing Director
remuneration remuneration
Base
50%
of base
40%
of base
Short
Short-Term
Incentive
STI
Long-Term
Incentive
LT I
Salary
Base
56%
of base
44%
of base
71%
of base
Short
Short-Term
Incentive
STI
Long-Term
Incentive
LT I
Salary
Performance
Equity Incentive
PEI
FIXED rEmUNErATIoN
All Spark employee packages include a substantial fixed
remuneration component that is set based on market
relativities, performance, qualifications and experience.
Fixed remuneration supports the attraction, motivation
and retention of highly skilled executives.
Fixed remuneration generally consists of base salary.
KiwiSaver generally sits outside fixed remuneration and as
such, KiwiSavers receive employer contributions on top of
base salary and cash incentives. A number of Spark-funded
benefits – including medical and life insurances – are also
available to eligible employees on top of fixed remuneration.
ShorT-TErm INcENTIVE SchEmES
Spark operates a number of short-term incentive schemes,
ranging from monthly and quarterly commission and sales
incentive plans, to annual cash-based short-term incentives.
Employees in specific sales positions may have a component
of their remuneration subject to individual or divisional sales
performance targets, such that their total remuneration
potential is directly linked to the acquisition and retention
of profitable business for Spark.
For senior leaders, including the Leadership Squad, a
component of their remuneration packages are at risk in the
form of annual cash-based short-term incentives. Spark’s STI
scheme rewards senior leaders for the achievement of annual
performance objectives, with payments awarded from a fixed
cash pool that is set based on overall Spark performance
against financial and/or non-financial annual performance
objectives. Eligibility to participate in the STI scheme is at the
discretion of the company and is targeted at individuals in
senior roles who play a significant role in driving the overall
performance of Spark. The FY18 performance objectives are
set out in the FY18 remuneration outcomes section.
The STI scheme rules contain a claw-back provision that
allows Spark to claw back any payments made under the STI
scheme, for a period of 12 months following the payment, in
the event of a material financial misstatement or should it be
found that the participant committed an act of fraud that
affected the eligibility to, and amount of, the payment.
loNG-TErm INcENTIVE SchEmES
Spark believes that senior leaders should have part of their
remuneration linked to the long-term performance of the
company, so for the Leadership Squad and a select group
of senior leaders, a long-term incentive forms part of their
remuneration package. The company currently operates
one main scheme:
Spark long-Term Incentive Scheme
In September 2017 members of the Leadership Squad and
selected senior managers acquired shares under the Spark
Long-Term Incentive Scheme – introduced in FY16. Under
this scheme an interest-free employee share loan is
provided by the company for the sole purpose of enabling
the employee to acquire restricted shares in Spark – these
shares being held in trust for a period of three years, after
which, if the employee remains employed by Spark
New Zealand Trading Limited, the company makes payment
of a cash bonus to the employee that is used to pay off the
remaining loan balance. The shares are then unrestricted.
Unvested shares are purchased from the employee and
the proceeds are used to repay the employee share loan.
A performance hurdle applies to all issues of restricted
shares under the scheme, creating stronger shareholder
alignment for all participants, and requiring a minimum level
of performance for any value to be delivered to employees.
Restricted shares carry full dividend entitlements but
dividends are applied to repay the interest-free loan during
the restrictive period. Participants are able to exercise any
voting rights attached to the shares. The next issue of shares
under this scheme is intended to be made in September
2018.
FY18 long-term incentive performance measure
Vesting of the FY18 LTI grant (September 2017 grant) is
contingent on: participants’ continued employment with
Spark through to September 2020; and the company
achieving a Total Shareholder Return (TSR) performance
hurdle. TSR is a measure of share price appreciation and
dividends paid over the three-year period of the grant.
The target for this hurdle is Spark’s cost of equity plus 1%
compounding annually.
SPArK ShArE
Spark continues to operate Spark Share, an employee share
purchase scheme for all eligible employees of Spark to buy
and hold shares in Spark at a discount to the listing price.
Spark Share has been approved by the Inland Revenue
Department in accordance with sections DC 12 – 15 of the
Income Tax Act 2007. Spark Share has a three-year vesting
period on the shares purchased. Spark Share was open to
eligible employees for its fourth year in FY18.
Page 18 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Managing Director’s remuneration
Remuneration policy, strategy and governance
The Managing Director’s remuneration package reflects the
scope and complexity of his role and is set by the Board
with reference to the remuneration of managing directors
of similarly sized organisations. For FY18 the Managing
Director’s remuneration package comprised of a fixed cash
component, an at-risk short-term incentive (to be awarded
under the terms of the Managing Director Annual
Performance Incentive Scheme), an at-risk equity incentive
(to be awarded under the Managing Director Performance
Equity Scheme) and an at-risk long-term incentive (to be
awarded under the Managing Director’s Long-Term
Incentive Scheme). The construct of the Managing Director’s
remuneration package is such that 63% of his remuneration
package is at risk.
The Annual Report details the remuneration paid to the
Managing Director, Mr Simon Moutter, for FY18, including
short and long-term incentive outcomes.
Remuneration components
mANAGING DIrEcTor ANNUAl
PErFormANcE INcENTIVE SchEmE
The Managing Director is eligible for an annual cash-based
short-term incentive, subject to the achievement of specific
performance objectives set by the Board based on Spark’s
strategy and business plan for the respective financial year.
These objectives will be a combination of financial and
non-financial measures, including corporate governance,
reputation and effective leadership and management of
the company. The Board will assess the Managing Director’s
performance at the end of the financial year to determine
the actual payment value of his short-term incentive, which
will be in the range of 0% to 175% of his target value. For
FY18 the Managing Director’s performance objectives
related to earnings before interest, income tax, depreciation
and amortisation (EBITDA) and our measure of customer
satisfaction – market Net Promoter Score (mNPS).
mANAGING DIrEcTor PErFormANcE EQUITY SchEmE
In addition to the cash-based short-term incentive scheme,
the Managing Director is also eligible for an award of
redeemable shares under the Managing Director Performance
Equity Scheme. This scheme essentially acts as a deferred
incentive scheme – the value of the award is linked to the
same performance objectives as apply to the Managing
Director’s annual cash-based short-term incentive scheme
but the award is deferred for a two-year period. At the
Board’s determination, based on the Managing Director’s
performance against the performance objectives described
above (that apply to the Managing Director Annual
Performance Incentive Scheme), the value of the award will
be in the range of 0% to 175% of the Managing Director’s
target equity incentive value. This value will be used to
determine the number of redeemable ordinary shares
granted to the Managing Director. The Managing Director
is prohibited from disposing of these redeemable ordinary
shares for a specified period – usually two years – at the end
of which the shares will reclassify into ordinary shares.
Grants of redeemable ordinary shares will be made at the
discretion of the Board within the context of the approval
granted by shareholders and may be made in September
of each year but in no case later than 5 November 2018
(being three years after the date of the 2015 Annual Meeting)
unless further shareholder approval is obtained. The Board
may, at its discretion, elect to deliver the award in cash –
deferred for two years, with the amount payable being based
on Spark’s share price at the end of the two-year period.
The award of redeemable shares, or deferred cash linked to
share price, further enhances the link between the Managing
Director’s remuneration and the interests of shareholders.
mANAGING DIrEcTor PErFormANcE rIGhTS SchEmE
The Managing Director’s Performance Rights Scheme
preceded the Managing Director’s current restricted share
scheme. It operated as a share rights scheme subject to
performance hurdles. Each share right was granted for no
cash consideration and provided the right to acquire one
ordinary share in Spark for no cash consideration (that is,
each share right had a nil exercise price). At grant, the Board
set the period after which the share rights were eligible to
vest. Each share right, upon exercise by the Managing
Director, converted to one ordinary share. The Managing
Director exercised his final tranche of rights in FY18. The
value of the benefit received on exercise of these rights is
detailed on page 91 of Spark’s FY18 Annual report.
mANAGING DIrEcTor’S loNG-TErm INcENTIVE SchEmE
For FY18 the Managing Director’s annual long-term
incentive was granted as restricted shares under the
Managing Director’s Long-Term Incentive Scheme –
the scheme was established and first granted in FY16.
The long-term incentive component of the Managing
Director’s remuneration package is designed to link part
of his remuneration to the long-term performance of Spark,
and align his interests with those of shareholders, through
the grant of restricted shares with a post-allocation
performance hurdle.
Performance hurdle
A performance hurdle applies to all grants under the
Managing Director’s Long-Term Incentive Scheme.
This hurdle is agreed by the Board and sets a minimum level of
performance that is required to be achieved over the period of
each grant, for the long-term incentive to be eligible to vest.
For the restricted shares granted in FY16, FY17 and FY18, a
performance hurdle of Spark’s TSR applies. The target for this
hurdle is Spark’s cost of equity plus 1% compounding annually.
Spark’s TSR must meet or exceed this target over the period
of the grant (from the date the restricted shares were
granted each year to the date three years after that date) for
the restricted shares to vest. If Spark’s TSR does not meet this
target, all of the restricted shares will lapse. Testing to
determine whether the TSR performance hurdle has been
met will occur at the end of the vesting period of the grant.
The Board will receive independent advice to the effect that
the performance hurdle has been met, or not met, in
determining whether the restricted shares will vest or lapse.
Page 19 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
Managing Director’s termination
Spark may terminate the Managing Director’s employment
with three months’ notice. A payment of nine months’
base remuneration will be made, plus pro-rata Annual
Performance Incentive in the case of termination by Spark,
other than for termination for cause.
If there is a change of control that results in the Managing
Director no longer being the Managing Director of a publicly
listed company then he will be able to terminate his
employment with three months’ notice and receive payment
as if Spark had terminated his employment.
Spark may also terminate the Managing Director’s
employment without notice for defined causes, in which case
he will receive no further entitlement to any remuneration.
TrEATmENT oF mANAGING DIrEcTor EQUITY
INcENTIVES IN ThE EVENT oF TErmINATIoN
There are a number of different treatments available to the
Board in the event the Managing Director’s employment
is terminated. These treatments are detailed below.
Performance Equity Incentive Scheme
If the Managing Director’s employment ceases owing to
termination by Spark on three months’ notice, the restrictions
on disposal will cease to apply to all the redeemable
ordinary shares that are at least halfway through the vesting
period and these shares will reclassify into ordinary shares.
If the Managing Director’s employment ceases owing
to termination by the Managing Director following a
‘Fundamental Change’ in the Managing Director’s
employment, then:
• The restrictions on disposal of the redeemable ordinary
shares will cease to apply and all of those shares will
reclassify into ordinary shares; and
• The Managing Director will receive a bonus issue of
ordinary shares (for performance over the partially
complete financial year).
The number of ordinary shares to be issued will be a pro-rata
proportion of the target value for the then current financial
year (based on the proportion of that year that has passed)
divided by the volume weighted average market price for
ordinary shares reported on the NZSX over the 20 trading
days before the date of issue.
A ‘Fundamental Change’ is where the Managing Director is no
longer the Managing Director of a company listed on either
the NZSX or the Australian Securities Exchange.
Managing Director Long-Term Incentive Scheme
Except as outlined below, the Managing Director’s non-
vested shares lapse immediately upon termination of his
employment:
• If the Managing Director’s employment ceases owing
to termination by the Managing Director following a
Fundamental Change in the Managing Director’s
employment, then those issues of shares that have not
reached the vesting date, but that are more than halfway
through the period from the issue/grant date to the
vesting date, will vest. Where such shares are subject to
a performance hurdle, Spark may determine that they
shall not vest but shall remain in place until testing of the
performance hurdle, at which time they will either vest
or lapse based on the outcome of that testing; and
• If the Managing Director’s employment ceases for any
other reason, then any entitlement to vesting of the
shares shall be solely at the Board’s discretion.
Leadership certainty – good leaver provisions
Spark has put in place certain ‘good leaver provisions’
for the Managing Director’s Performance Equity Incentive
Scheme and Long-Term Incentive Scheme to extend past
FY19 and to incentivise the Managing Director to remain
in the role until at least the conclusion of FY19.
PErFormANcE EQUITY SchEmE AND loNG-TErm
INcENTIVE SchEmE
If either the Managing Director or Spark decide that
employment is to end on or after 30 June 2019 (and
provided the Managing Director is not leaving to join a
competitor), the Performance Equity Incentive Scheme and
Long-Term Incentive Scheme awards will be treated under
‘good leaver’ circumstances and will remain until the
original vesting date as set out in the original Performance
Equity Incentive Scheme and Long-Term Incentive Scheme
offer letters. In this instance the Board will also commit to
leaving the Managing Director with whatever Performance
Equity Incentive and Long-Term Incentive awards that are
earned in the year ending 30 June 2019 but these will not
be granted until September 2019; the Board may settle
these 2019 grants as it sees fit – including holding the awards
on their planned vesting schedules. If Spark decides that
the Managing Director’s employment is to end after 30 June
2018 (but prior to 30 June 2019), then the Performance
Equity Incentive Scheme and Long-Term Incentive Scheme
awards will be treated under ‘good leaver’ circumstances
and will remain until the original vesting date as set out in
the Performance Equity Incentive Scheme and Long-Term
Incentive Scheme offer letters. The Performance Equity
Incentive and Long-Term Incentive awards for 2019 would
not, however, be granted.
Page 20 Spark New Zealand FY18 Environment, Social & Governance ReportPEoPlE & rEmUNErATIoN
FY18 remuneration outcomes
FY18 Short-term incentive scheme outcomes
For FY18 substantively all STI participants shared the same
Spark Group targets comprising EBITDA and market
Net Promoter Score (our measure of customer satisfaction).
The FY18 group performance outcome, as approved by the
Board is summarised as follows:
Performance metricresult
Group EBITDA50%57%
Market Net Promoter Score (mNPS) 50%42%
Board discretion
0%
Total99%
Based on the above result the total available funding pool
for all eligible STI participants across Spark for FY18 was
$9.4 million. The pool is allocated based on individuals’
STI targets and may be differentiated based on individual
performance. Total payments cannot exceed $9.4 million.
Additional disclosure in relation to the Managing Director’s
FY18 STI scheme outcome and FY18 LTI vesting outcomes
is included in the company’s Annual Report.
Looking forward to FY19
Remuneration mix
• No changes are proposed to the Managing Director’s
package – it will be held at the FY18 target value and
reward mix. The reward mix for the Leadership Squad
will also be retained.
FY19 STI scheme
• The mechanics of the FY19 STI will be similar to
FY18 – Group results will be the main determinate
of the STI pool and individual target STI values and
performance will determine the allocation of the pool
across STI participants. The FY19 Group measures will
be a combination of EBITDA and Customer Experience
measures as in FY18 and an additional measure –
Group gross labour cost.
FY19 equity-based incentive scheme
• No changes are proposed to the LTI scheme – in September
2018 the company will offer eligible employees restricted
shares and vesting will be conditional on service and
TSR hurdles.
Non-executive director remuneration
Remuneration
As detailed in our Annual Report the fees payable to
non-executive directors during FY18 were:
Board/committee
1
chairmember
2
Board of Directors$357,099$140,675
Audit and Risk Management
Committee (ARMC)$37,874$18,396
Human Resources and
Compensation Committee (HRCC)$32,463$16,232
Nominations and Corporate
Governance Committee (NOMs)––
1 Committee chair and member fees were not payable to the Chair of the Board.
Committee member fees were not payable to committee chairs.
2 Member fees were payable for each committee.
From 1 July 2018 the non-executive directors fees increased
by 1.5% (rounded to the nearest $100), to be paid out of the
current shareholder-approved remuneration limit of
$1,630,000.
Remuneration and strategy
The remuneration of directors is reviewed by the HRCC –
taking account of the company’s size and complexity and
the responsibilities, skills, performance and experience of
the directors – with recommendations made to the Board for
approval. Specialist independent consultants may be
engaged from time to time to provide advice and ensure
that the remuneration of Spark’s directors is appropriate and
comparable to that of similar companies in New Zealand
and, as relevant, Australia.
Apart from the Managing Director, no director of Spark
receives compensation in the form of share options or
restricted shares nor do they participate in any bonus
or profit-sharing plan. That said, non-executive directors
are expected to maintain a holding of Spark shares – such
holdings and the shareholding policy are detailed in the
Annual Report. As is the case for employees, directors
are required to comply with the Insider Trading Policy when
buying or selling Spark shares and any such transactions
are disclosed to the market.
Remuneration components
Excluding the Managing Director, no superannuation or
retirement allowance was paid to any Spark director during
FY18. Spark does not have service contracts with any
director (apart from the Managing Director) that provide for
any benefits or remuneration in the event that a director’s
service with Spark is terminated. From FY18 New Zealand-
based non-executive directors are eligible for Spark-funded
medical insurance. From FY19 non-executive directors will
also be eligible for Spark-funded life insurance.
Weighting %
committed to UN SDG goals:
Community
Page 22 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
We have a big part to play in creating a better New Zealand. Spark’s
community initiatives are targeted around education, as we seek to
ensure all New Zealanders, especially the young, have the opportunity to
win big in the digital world. Spark also uses digital technology to power
a more generous society through Givealittle, New Zealand’s premier
crowdfunding platform for social good. Spark’s activities combine the
talent and passion of our people, together with corporate programmes
and the work of Spark Foundation, a registered charity funded by Spark
and governed by a board of trustees.
Helping New Zealanders win big in a digital world
through learning
Spark’s education-focused community initiatives bridge the digital divide in
low-income communities and help school leavers prepare to transition into
the 21st century workforce.
Spark Jump
Education is increasingly digital centric for both teachers and students. As
classroom learning goes digital, students without broadband at home are at risk
of being left behind.
After a successful pilot in FY16, this year Spark launched an expanded Spark
Jump – which offers heavily subsidised broadband to families with school-aged
children who cannot afford commercial broadband. Administered by Spark
Foundation Spark Jump enables more school-aged children to go online outside
of classroom hours and get on the right side of the digital divide.
At the end of FY18, Spark Jump had 1,049 families connected and is continuing
to expand the programme around the country with the support of our 65
community partners in 82 locations. As these partners know their respective
communities, they are well placed to determine which families have the most
need and are therefore eligible for Spark Jump.
New investments in digital learning
Late in FY18 Spark Foundation trustees committed to invest $550,000 in three
new social ventures focused on creating step-change in digital skills and
capability amongst kids.
Community
Community
1,049
families connected
Spark Jump
65
community partners
82
locations
Page 23 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
Manaiakalani Education Trust
Spark Foundation has been a major funding partner of the Manaiakalani
Education Trust to bring digital learning to low-income communities.
After a five-year partnership, the Foundation’s investment in the Manaiakalani
Education Trust has come to a close.
The Foundation set out to help create the step-change required to scale up the
education programme. With the success of Manaiakalani’s growth, we are proud
to have been an anchor partner. Our involvement started when the Manaiakalani
was a programme operating in a single site in Tamaki, Auckland. With the help of
Spark’s resources, Manaiakalani has grown into a fully-formed methodology
available to more than 50 schools across New Zealand.
The programme has helped to transform teaching and learning methods, significantly
improving educational achievement for the students of participating schools.
During this time Spark people contributed strongly to the friendship with the
Manaiakalani schools through activities such as mentoring teachers, becoming
buddies to students and providing feedback on their blogs and volunteering at
Manaiakalani schools. Over the five years the Spark Foundation’s contribution
totalled almost $2.8 million. The Foundation remains proud of its involvement and
continues to have a positive relationship with the Trust.
OMG Tech!
Spark people want to share their passion for technology with New Zealand
children to help shape thinking about the jobs of tomorrow. In FY18 Spark
continued to be a sponsor of OMG Tech!, a not-for-profit education initiative to
open up the world of technology to young students and get them excited about
studying STEM subjects (science, technology, engineering and mathematics).
Other education initiatives
In FY18 Spark supported a range of other education-focused initiatives by
partnering with national not-for-profit organisations. These include:
• First Foundation, with Spark funding the university education of five talented
students from disadvantaged backgrounds, along with paid work experience
during holidays and mentoring;
• NZTech, with women at Spark in Wellington hosting high school students
during a ShadowTech Day to encourage the next generation of women to
pursue careers in technology;
• The Lion Foundation Young Enterprise Scheme, with Spark people being
business mentors to high school students during the ‘Entrepreneurs in Action’
business competition weekends; and
• Springboard Trust, with Spark people providing mentoring to school
principals.
The programme has
helped to transform
teaching and learning
methods, significantly
improving educational
achievement for the
students of participating
schools.
Performance in FY18
$18m
in annual donations
Also achieved in FY18
$88.4m
in cumulative donations
Givealittle
Page 24 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
Unleashing potential through generosity
Givealittle
The internet and the ‘power of the crowd’ can be strong enablers of generosity and
Spark Foundation is proud to own and operate Givealittle, New Zealand’s crowdfunding
platform for social good. Givealittle has grown to become a household name and is a
popular and trusted platform for the generosity of New Zealanders. Hundreds of
thousands of New Zealanders use the site to give financial support to the causes they
feel passionate about. In FY18 Givealittle causes raised a total of $18 million in
donations and reached $88.4 million in donations since the platform launched in 2008.
Spark Volunteer and Spark Give
Spark people continued to participate in volunteering and payroll giving
programmes, which allow them to generously donate time or funds to causes of
their choice. Spark Foundation has a network of more than 100 ambassadors who
support staff engagement in these programmes across Spark. In FY18 participation
in the volunteering programme reached 22.2% (from 24% in the previous year) and
1,125 days of employee time were gifted. Spark Give, the payroll giving
programme, enables Spark people to donate to New Zealand schools and
registered charities of their choice, directly from their pay, and Spark Foundation
will match the first $500 of their giving each year. In FY18 donations made up of
employee giving and matched donations from Spark totalled $840,000, compared
to the previous year’s $832,250 and was distributed to 590 organisations. Since
Spark Give launched in 2011, almost $5 million in cumulative donations has been
gifted to 1,010 New Zealand schools and registered charities.
In FY18 donations made up of employee
giving and matched donations from
Spark totalled $840,000, compared to
the previous year’s $832,250.
Target for FY18
30%
of fixed-term
Spark people
Target for FY18
20%
of Spark people
Performance in FY18
22.2%
Performance in FY18
18 .1%
Total given in FY18
$840,000
Spark Volunteer
Spark Give
Page 25 Spark New Zealand FY18 Environment, Social & Governance ReportcommUNITY
Unleashing potential through stronger communities
Spark sponsors Lifeline’s new text service HELP
Spark has made a contribution to Lifeline to help launch its new text support
service, supporting New Zealanders who have been brave enough to ask for
help. Lifeline’s new text service HELP (4357) meets a growing demand and is
part of a wider suicide prevention strategy to increase access to support for
people in distress. Spark is proud to have played a part by making a one-time
donation to kickstart the new channel. Lifeline formally launched the new
service at an event at Spark City, hosted by Spark Foundation.
Superhero Daughter Day
Spark City in Auckland hosted more than 100 future women in tech for
Superhero Daughter Day.
The initiative encourages primary school-aged girls to get excited about STEM
(science, technology, engineering and mathematics) in the spirit of International
Women’s Day celebrations. Spark’s partner OMG Tech! played a crucial role in
organising the event in Auckland alongside Australia-based DCC Jobs and Tech
Girls Movement.
Girls aged 5–12 years old, joined by their parents or guardians, brushed up on
their tech savvy by building robots, exploring virtual and augmented reality and
developing apps. The girls also had an opportunity to meet inspiring female
role models, like OMG Tech! founder Zoe Timbrell.
Spark Lab
Spark’s purpose is to help all of New Zealand win big in a digital world. One of
the ways we do this is through Spark Lab, a multiplatform thought leadership
programme designed to give New Zealand businesses the support and resources
to achieve their goals. The programme provides customers and non-customers
alike with videos, articles, events and digital business tools through sparklab.co.nz
delivered by key leaders. New Zealand’s leading business thinkers and
technologists also speak at Spark Lab events, which are often livestreamed to
reach an even wider audience. In FY18 Spark Lab had 10 events with local and
international speakers, including Hector Ouilhet from Google, Ana Arriola from
Facebook and Erik Klimcza from Uber. We also produced and distributed 30
videos featuring business leaders including Frances Valentine, Wendy Thompson
and James Kemp. We also launched Start Social for Spark customers and facilitate
a growing Facebook community group where over 3,500K business owners share
ideas and advice.
In FY18, Spark Lab had 10 events with
local and international speakers, including
Hector Ouilhet from Google, Ana Arriola
from Facebook and Erik Klimcza from Uber.
Spark’s Superhero Daughter Day.
One of Spark Lab’s thought leadership
events.
committed to UN SDG goals:
Environment
Page 27 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
Spark is committed to long-term sustainability by being an
environmentally aware, low-carbon business and is managing climate-
related risks and opportunities. As a founding member of the climate
leaders coalition, a group of 60 New Zealand businesses representing
almost half of the country’s emissions, Spark aims to help mitigate
climate risk according to the Paris Agreement, and is committed to a
greener economy with net zero emissions by 2050.
Leading sustainable operations
Carbon target for 2025
As a technology business, Spark has a relatively low emissions base. We began
measuring our carbon emissions in FY06 and, overall, since then we have reduced
annual emissions by 46%. In the medium term, our annual greenhouse gas
emissions (measured in tonnes of CO
2
equivalent) are on a downward trend, but
we are focused on continuing to challenge ourselves to go further and reduce
both direct and indirect emissions. That’s why in 2016 we set an ambition to reduce
carbon emissions by 25% from FY16 levels by 2025. We are also looking at how we
may need to adapt to the risks presented by climate change.
0
FY18FY17FY16FY15FY14
10,000
20,000
30,000
OTHER
TRAVEL
REFRIGERANT
FLEET
DIESEL
ELECTRICITY
GREENHOUSE GAS EMISSIONS
Tonnes-CO
2
e
Over the past financial year, we have seen our total emissions increase on FY17,
and (slightly) on the base year of FY16.
25,422
mobile phones recycled in FY18
through the rE: moBI lE
programme benefiting charity
partner Sustainable coastlines
Spark has an ambition
to reduce emissions by
25%
by 2025 from FY16 levels
Environment
Environment
Page 28 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
The table below shows FY18 emissions compared with the base year and FY17.
Kilotonnes-co
2
-
equivalentsFY18FY17
FY16
BASE
FY17/FY16
INcrEASE/
(DEcrEASE)
Direct & Electricity
Emissions
(Scope 1 & 2) 18 15 18–%
Value Chain
Emissions (Scope 3) 10 9 916%
Total Emissions28 24 275%
There are two main drivers behind these increases:
• The increase from the base year of FY16 was primarily due to an increase in
value chain emissions – air travel and customer’s electricity consumption in
Spark’s data centres (reflecting significant growth in our data centre
business).
• Spark’s largest emission source is electricity and - as we source our electricity
from the national grid - our emissions profile is impacted year to year by the
extent to which New Zealand can rely on hydro generation rather than
thermal generation (which depends in turn on rainfall into hydro catchment
areas). FY18 was a dry year, and so consequently Spark’s electricity supply
relied more on thermal sources (as did the rest of New Zealand), compared
with FY16.
We are taking steps to address these separate drivers of higher emissions, to
ensure we are still on track to reach our 2025 target.
We continue focus on alternatives to air travel where possible, such as video
conferencing.
While we can’t control how much of New Zealand’s electricity is from renewable
sources in any given year, we can ensure we are as efficient as possible in our use
of electricity – therefore protecting ourselves in those years when thermal
generation is higher.
Significant growth in Spark’s data centre business has driven a 5% increase in
electricity consumption over the past two years. However, core network electricity
consumption is down 1.5% since the base year despite a significant increase in
traffic across our networks (including a greater than five times increase on our
mobile network alone), due to increasing efficiencies as we adopt new
technology. A good example of this is the ongoing transition from the ageing
PSTN network to our new IP-based converged communication network (CCN),
which is a much more efficient technology.
Spark’s largest emission
source is electricity,
and this combined
with direct emissions
(including the vehicle
fleet, diesel for backup
generators, natural gas,
and refrigerant) was
unchanged overall from
the base year.
Page 29 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
The graph below shows how Spark has managed to constrain the overall growth
in electricity consumption through various energy efficiency initiatives.
0
50
100
150
200
FY18FY17FY16FY15FY14
OFFICE
NEW DATA CENTRES
NETWORK
ELECTRICITY CONSUMPTION
Gigawatt Hours (GWh)
We have a range of initiatives planned and underway to reduce electricity and
related emissions. These include: smart metering, new network cooling
technologies, free cooling for mobile towers, roll out of Single Radio Access
Network (SRAN) tower upgrades, installing more efficient batteries operable at
higher temperatures, removing redundant equipment from network exchange
buildings and rationalising office space.
We are also taking small but important steps when it comes to use of electricity
in our own offices – such as ensuring any new office spaces are designed to be
sustainable and efficient in their use of electricity (see section on “Building
Design” on page 30).
These increasing efficiencies give us confidence we can manage down our
carbon footprint despite our customers’ insatiable thirst for our services.
Adaptation to Climate Risk
Service outages as a result of extreme weather events impact our customers and
damage our reputation (potentially reducing Spark’s ability to attract new and
retain existing customers). Managing high-availability connectivity services for
customers is core business and while we are already seeing impacts to our
service continuity due to more extreme and frequent weather-related events, to
date these have been manageable under business as usual processes. Spark
expects these physical risks to continue to be manageable under business as
usual processes over the medium term.
In the long term Spark recognises there may be an impact from climate change
on our core business due to rising sea levels. We are closely monitoring this risk,
but as much of our mobile network infrastructure is located on elevated sites, we
expect to face fewer risks than many other large, infrastructure businesses.
Spark continually invests in energy efficiency
improvements which reduce electricity
consumption. These investments are critical
to the achievement of our 2025 carbon
reduction target.
Page 30 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
Network recycling
Spark’s waste management strategy proactively manages and coordinates
removal and recycling in an efficient and cost-effective manner. The programme
utilises a concept of four ‘R’ priorities: recovering, reusing, reselling and
recycling. The waste management strategy ensures standardised waste stream
processes, transparency in waste recovery activities, adoption of best practice
sourcing and compliance with New Zealand’s current and future waste
legislation. Waste is allocated into different waste streams, including mobile
phones, printed circuit boards, copper cables, lead batteries and all types of
metals. After sorting they are processed appropriately with some components
exported overseas for reselling, recycling or reusing. About three to four
containers of equipment are sold offshore each year.
In FY18 Spark recovered a total of 497 tonnes of recycling made up of 41
tonnes of Network e-waste material and 455 tonnes of Network metals, cables
and batteries. Batteries made up 254 tonnes of the e-waste.
Building design
Spark announced that we will lease a new high-profile 5,000 sqm office in
Christchurch overlooking Cathedral Square. Due for completion in 2019, the
building will co-locate the approximately 450 people who have been spread
across four locations since the 2011 earthquake. The purpose-built facility
features a base isolation system designed to keep our team safe in the event of
an earthquake, as well as a range of key sustainability technologies:
• Advanced chilled beam units (an air distribution device that provides
sensible cooling and heating);
• Solar control glazing system;
• Integrated light-sensor system;
• Rain water tank to provide water to toilets;
• Low-energy lighting;
• Bike parking and end-of-trip facilities, such as showers; and
• Strategic position close to key public transport hubs.
Green Star, an internationally recognised rating system, has awarded the
property 5 stars, acknowledging New Zealand excellence in building design.
NABERS NZ, a system for rating energy efficiency of office buildings, has given
the building a minimum of 4.5 stars recognising excellent performance.
Once this building is complete, our three main offices, housing around 2,600 of
our people, will be designed to these 5-Star standards.
RE: MOBILE
Spark aims to reduce the impact of unwanted mobile phones by encouraging
customers and employees to recycle handsets. As a member of the
Telecommunications Forum’s RE:MOBILE product stewardship scheme, Spark
supplies recycling bins in all retail stores and in many office buildings around
the country. In FY18, 25,442 mobile phones were recycled through the
RE:MOBILE programme. Spark’s recycling stations accept mobile phones,
chargers, home phones, modems and tablets.
RE:MOBILE recycles mobiles through appropriate channels, resulting in tonnes
of potentially harmful substances being diverted from landfills. Once collected,
working devices are on-sold to emerging markets, with a percentage of the
profits going to the environmental charity Sustainable Coastlines.
Continuing to grow the awareness of RE:MOBILE through internal and external
promotion will be a focus for FY19.
Performance in FY18
$396K
Target for FY19
$360K
Target for FY18
$360k
Network recycling
revenues
Page 31 Spark New Zealand FY18 Environment, Social & Governance ReportENVIroNmENT
current fleet includes:
10
fully electric vehicles
47
hybrid (non plug-in) vehicles
30%
comprised of plug in hybrid or
fully electric vehicles by
october 2019
Ambition:
Energy-efficient vehicles
Smart transport plays a key role in sustainability and Spark has been focused on
this area for a number of years. From 2015, when there were far fewer options for
fully electric vehicles (EVs) and infrastructure in market, Spark deployed 47 hybrid
vehicles into our fleet. These vehicles have significantly lower emissions than our
Internal Combustion Engine (ICE) fleet vehicles.
In 2016, Spark joined 30 of New Zealand’s largest companies in committing to at
least 30% of their corporate fleets being electric by 2019. In addition to Spark’s
core corporate fleet, we also include our business hub and subsidiary fleets in this
number. We exclude Connect 8’s fleet, because it is a joint venture rather than a
fully-owned subsidiary, and a significant portion of its fleet is comprised of
commercial vehicles (such as trucks or diggers) for which there is not currently a
suitable electric alternative.
Spark is working hard to meet this target, starting with our corporate pool cars
and then shifting to EVs across the rest of our fleet. We are taking the following
actions to ensure we hit the 30% target by October 2019:
• All our pool cars are under lease and as they come off lease we are replacing
them with either a battery electric vehicle (BEV) or a plugin hybrid electric
vehicle (PHEV). To date, 10 pool cars have been converted to BEV.
• Spark has approximately 133 other vehicles either coming off lease or at the
end of their economic lives over the next 12–18 months, and the majority of
these vehicles will be replaced by EVs.
• We are working with landlords to ensure we have access to the charging
infrastructure required to support an EV fleet. A key component to this is
ensuring our charging infrastructure seamlessly supports both Type 1 and
Type 2 across the fleet.
Energy-efficient vehicles
committed to UN SDG goals:
Supplier code
of conduc t
Page 33 Spark New Zealand FY18 Environment, Social & Governance ReportSUPPlIEr coDE oF coNDUcT
Spark is committed to being socially, environmentally and ethically
responsible through our supply chain.
In 2016, we launched our Supplier Code of Conduct (the Code) to ensure we are
sourcing products and services from suppliers who provide safe working
conditions, treat workers with respect and dignity, and conduct business in an
ethically, environmentally and socially responsible manner.
A copy of the code is available at: https://www.sparknz.co.nz/about/suppliers/
Since launching the Code we have focused on developing a system where our
internal procurement practices and our suppliers understand the purpose and
outcomes from having the Code.
This system includes:
• Running a process to explain the Code to our suppliers, including seeking
positive confirmation that they are committed to adhering to it.
• Embedding the requirements of the Code into our supplier selection and
supplier relationship management processes.
• Contracting or varying contracts to include the Code as part of the
contractual process with vendors.
• Launching processes to monitor effectiveness of internal processes and
supplier performance, for example, an assessment of suppliers who
indicated they had an existing Code equivalent to Spark’s Code.
• Establishing defined criteria for non-conformities and typical follow-up
actions (e.g. remediation plans and timeframes) so that expected
consequences are clear.
• Developing an audit approach that will allow us to confirm and observe that
suppliers are operating in accordance with the Code.
In FY19 we plan to further develop and embed our system. Activities will include
continuous improvement of controls and our first round of supplier audits using
the newly created audit approach. The first audit visits are scheduled with some
of our strategic suppliers in high risk countries (e.g. China, India) according to
the FTSE4Good governance guidance.
SUPPLIER
CODE OFCONDUCT
Delivering safety, sustainability,
diversity and fairness in sourcing for
Spark and its customers
Supplier code
of conduc t
Supplier code of conduct
committed to UN SDG goals:
Governance
Page 35 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
The Board plays a pivotal role in overseeing the strategic direction of
Spark and ensuring the right strategic programmes are put in place and
then implemented. The Board recognises that building diversity across
Spark is critical for delivering enhanced business performance, including
building diversity of thought within the Board and its various sub-
committees. As illustrated by the Board skills matrix later in this section,
the Board has an appropriate mix of skills, diversity and experience to be
ambitious and deliver on those ambitions, enabling Spark to tackle the
challenges and opportunities of the digital era. Biographies for each
director on the Board can be found at: www.sparknz.co.nz/about.
The Board – committees, Directors and skills
Role of the Board
A key factor in Spark’s long-term growth framework is strong governance, with
focus areas including proactive risk management policies and having a diverse
Board.
The Board of Directors is elected by shareholders to protect and enhance the value
of the assets of Spark in the interests of Spark and our shareholders. The Board has
statutory responsibility for the affairs and activities of Spark, which in practice is
achieved through delegation to the Managing Director and others who are charged
with the day-to-day leadership and management of the company. The Managing
Director has, in some cases, formally delegated certain authorities to his direct
reports and has established a formal delegated authority framework that sub-
delegates certain authorities within set limits.
More information regarding the respective roles and responsibilities of the
Board and management is set out in the Board Charter, which can be found at:
www.sparknz.co.nz/about/governance.
The Board regularly reviews and assesses Spark’s governance structures and
processes to ensure that they are consistent with international best practice in both
form and substance.
hIGh STANDArDS oF corPorATE GoVErNANcE
The Board and management are committed to ensuring that Spark maintains
a high standard of corporate governance and adheres to high ethical standards
as illustrated by:
• Spark continuing to follow all Principles and Recommendations of the ASX
Corporate Governance Council notwithstanding that this is no longer
mandatory due to our Foreign Exempt Listing;
• Spark’s adoption of all Recommendations of the NZX Corporate Governance
Code;
• Spark continuing to be a constituent of the FTSE4Good Index Series following
independent assessment according to the FTSE4Good criteria; and
• Voluntary reporting on Environment, Social and Governance matters by Spark
generally.
50%
of Board is female
Diverse Board with
strategic focus
Governance
Justine Smyth Chair
Governance
Page 36 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
The Board also plays a pivotal role in overseeing the strategic direction of Spark
and ensuring the right strategic programmes are put in place and then
implemented.
The Board is responsible for the approval of appropriate corporate strategies
with particular regard to portfolio composition and return expectations. It is also
engaged actively and continuously in the assessment of business opportunities
and risks and Spark’s strategic planning, including our transformation from a
Telco to a digital services provider.
Board Meetings
The Board expects to have eight meetings a year. In addition to scheduled
meetings, the Board meets whenever necessary to discuss key strategic issues or
urgent business. The Chair and the Managing Director establish meeting
agendas to ensure adequate coverage of key issues during the year. Directors
generally receive materials for Board meetings seven days in advance of the
meeting, except in the case of special meetings for which the time period may be
shorter due to the urgency of the matter to be considered.
Leadership Squad members and other senior employees are regularly invited to
attend Board meetings and are also available to be contacted by directors
between meetings.
The Board and its committees also meet regularly in non-executive sessions,
presided over by the Chair, without the Managing Director or other management
present. Such sessions, in particular, deal with management performance and
remuneration issues, Board performance evaluation issues and discussions with
the internal and external auditors to promote a robust independent audit
process.
Board committees
Three Board committees assist in the execution of the Board’s responsibilities,
the:
• Human Resources and Compensation Committee (HRCC);
• Nominations and Corporate Governance Committee (NOMs); and
• Audit and Risk Management Committee (ARMC).
Each Board committee has a charter summarising the role, rights, responsibilities
and membership requirements for that committee. Committee charters may be
found at: www.sparknz.co.nz/about/governance. The Board annually reviews the
charters of the Board committees and their performance against those charters.
Other committees may be established from time to time to consider matters of
special importance or to exercise the delegated authority of the Board.
Membership and attendance requirements for each committee is shown in the
table below. The Board is responsible for appointing committee members
according to the skills, experience and other qualities they bring to the
committee. Specific committee memberships and attendance information can be
found in Spark’s Annual Report.
Pip Greenwood Non-executive Director
commITTEE chArTErS:
www.sparknz.co.nz/about/governance
Page 37 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
BoArD ProFIlES:
www.sparknz.co.nz/about
commITTEENomShrccArmc
Minimum Members333
IndependenceA majority of
members and the
Chair must be
independent.
A majority of
members and the
Chair must be
independent.
A majority of
members and the
Chair must be
independent.
Role
Restrictions
––Chair of the ARMC
must not be chair of
the Board.
Non-Executive––All members must
be non-executive
directors.
Special
Requirements
––At least one member
must have an
accounting or
financial background
and all other
members must be
financially literate.
Some members
should have an
understanding of the
industry in which
Spark operates.
Attendance
Restrictions
Chair may request
that the committee
proceed without a
particular member.
Chair may request
that the committee
proceed without a
particular member.
Members of
management should
only attend at the
invitation of the
committee.
Employees should
only attend at the
invitation of the
committee. Chair
may invite such
persons to attend as
deemed necessary.
The committees have a number of scheduled meetings each year to coincide with
the timing of the various responsibilities of that committee.
After each committee meeting the Board is provided with minutes of the
committee meeting at the next meeting of the Board. Where appropriate, the
Board is also given a verbal report by the Chair of the committee on the outcomes
of the meeting.
Chair
The Chair is elected by the Board from the non-executive directors. The Board
supports the separation of the roles of Chair and Managing Director. The Chair’s
role is to manage and provide leadership to the Board and to facilitate the Board’s
interface with the Managing Director. The current Chair, Justine Smyth, is a non-
executive and independent director as required by the Board Charter. The Board
does not have a Deputy Chair.
Company Secretary
The Company Secretary is responsible for supporting the effectiveness of the Board
by ensuring that its policies and procedures are followed and for coordinating the
completion and dispatch of the Board agendas and papers. The Company
Secretary is accountable to the Board, via the Chair, on all governance matters,
as further described in the Board Charter.
The Board is committed
to having a majority
of directors who are
judged by the Board
to be independent
of judgement and
character and free of
material relationships
with Spark and other
entities and people
who might influence, or
could be perceived by
others to influence, such
judgement.
Alison Barrass Non-executive Director
Page 38 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Board access to advice
All directors have access to senior management, including the Company Secretary,
to discuss issues or obtain information on specific areas or items to be considered
at the Board meeting or other areas they consider appropriate. The Board, Board
committees and each director have the right, subject to the approval of the Chair,
to seek independent professional advice at Spark’s expense to assist them in
carrying out their responsibilities. Further, the Board and Board committees have
the authority to secure the attendance of outsiders with relevant experience and
expertise at Board meetings.
Director independence
The Board is committed to having a majority of directors who are judged by the
Board to be independent of judgement and character and free of material
relationships with Spark and other entities and people who might influence, or
could be perceived by others to influence, such judgement. In setting the criteria
for determining independence, the Board considered the requirements under the
NZSX Listing Rules and the guidance provided in the ASX Corporate Governance
Council’s Corporate Governance Principles and Recommendations (3rd Edition).
Independence standards consistent with the requirements of these jurisdictions
have been adopted by Spark and are contained in the Board Charter. Spark’s
Board Charter requires a majority of directors to be independent. While the Board
has not set financial materiality thresholds for determining independence, it
considers all relationships on a case-by-case basis and, as a general policy,
considers a threshold of 5% to be relevant in determining materiality. When
determining independence, relationships are considered from the perspective of
both Spark and the customer or supplier. The Board also considers tenure when
considering independence and succession planning.
In August 2018, the Board resolved, based on information provided by Directors
regarding their interests, that each non-executive director on the Board at 30 June
2018, was independent.
The position in respect of Pip Greenwood changed as a result of her appointment
as the interim CEO of Russell McVeagh on 16 August 2018. Ms Greenwood joined
the Board of Spark on 1 April 2018 and at 30 June 2018, was a Partner and board
member of Russell McVeagh, a law firm that continues to provide professional
services to Spark. At those dates the Board determined Ms Greenwood to be
independent, based on a number of factors including that the relationship with
Russell McVeagh is handled at management level and that upon confirmation of
her appointment, she immediately ceased providing services to Spark in her
capacity as a Partner of Russell McVeagh. Certain protocols were also put into
place to further mitigate any risk of influence arising, which apply in addition to the
Board’s usual conflict of interest procedures.
Following Ms Greenwood’s appointment as interim CEO of Russell McVeagh, the
Board determined that she was not independent, due to the increased risk that,
while serving as interim CEO, Ms Greenwood could be perceived to be materially
influenced when making decisions as a director of Spark. The protocols, put in
place to mitigate the risk of influence arising, were expanded to cater for this role.
The Board resolved that the Executive Director, Simon Moutter, was not independent
by virtue of the fact that he is the Managing Director and therefore part of the
management team.
The Board will review any determination it makes on a director’s independence on
becoming aware of any information that indicates the director may have a relevant
material relationship. For this purpose, directors are required to ensure that they
immediately advise of any new or changed relationships so the Board can consider
and determine the materiality of the relationship. Further detail regarding director
independence, including length of service, and directors’ interests can be found in
the Annual Report.
BoArD ProFIlES:
www.sparknz.co.nz/about
The Board has
continued to have an
appropriate mix of skills,
diversity and experience
since it was established
on 1 December 2011.
Paul Berriman Non-executive Director
Page 39 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Board diversity and skillset
The Board has continued to have an appropriate mix of skills, diversity and
experience since it was established on 1 December 2011 (following the demerger
of Chorus with Telecom), through the change from Telecom to Spark and as Spark’s
strategies have developed. This allows the Board to be ambitious and to deliver on
those ambitions and to enable Spark to tackle the challenges and opportunities of
the digital era.
The Board skills matrix on the following page outlines the qualifications,
geographical location, tenure and gender of each member of the Board.
For further details of individual directors see www.sparknz.co.nz/about
Board skills matrix
Justine SmythAlison BarrassPaul BerrimanAlison GerryPip GreenwoodIdo lefflerSimon mouttercharles Sitch
Qualifications
BCom, FCA,
CFINSD
BSc, Political
Science, Dip Bus,
Marketing
MBA, BSc, CEng
BMS (HONS),
MAppFin
LLBBBS
ME, BE (HONS),
BSc
MBA, LLB, BCom
Spark-specific Skills
Telco Experience
Retailing and Marketing
Digital/Technology/
Innovation
Operations
Generic Skills
Executive Leadership
and Strategy
Governance
Financial
Risk and Compliance
Legal and Regulation
People
Capital Markets
Geographical location
NZNZHong KongNZNZ
Australia/
USA
NZUSA
Tenure years
6.7 1.9 6.7 2<1 4 66.7
Gender
FFMFFMMM
Page 40 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
NOMs, Director nomination and appointment
Spark directors have no fixed term of office but are subject to the retirement
provisions contained in the constitution, company policies and relevant stock
exchange listing rules. Under the NZSX Listing Rules at least one third (or the
number nearest to one third) of the directors are required to retire from office at
the annual meeting each year but shall be eligible for re-election at that meeting.
The Executive Director (the Managing Director, in Spark’s case) is exempt from the
requirement to stand for re-election but the Executive Director is counted in
determining the number of directors that must retire.
The retiring directors at any annual meeting will be those who have been longest
in office since they were last elected. Spark’s notice of meeting details those
Directors standing for re-election at Spark’s next annual meeting.
The procedures for the appointment and removal of directors are ultimately
governed by Spark’s constitution. The Board may appoint directors to fill casual
vacancies that occur or to add persons to the Board up to the maximum number
(currently 12) prescribed by the constitution.
Recommendations for nominations of new directors are generally made by the
NOMs and considered by the Board as a whole. External consultants are used to
access a wide base of potential candidates and to review the suitability of
candidates for appointment. The NOMs:
• Makes recommendations to the Board as to its size;
• Regularly reviews the criteria for the selection of directors and recommends to
the Board any necessary alterations;
• Recommends appropriate candidates to the Board based on the criteria set out
in the Board Charter; and
• Ensures that potential candidates understand the role of the Board and the
time commitment involved when acting as a member of the Board.
When recommending a candidate to act as director, the NOMs takes into account
such factors as it deems appropriate, including their independence, experience,
professional skills, qualifications and personal qualities of the candidate, whether
their skills and experience will augment the existing Board and their availability
to commit themselves to the role.
If the Board appoints a new director during the year that person will stand for
election by shareholders at the next annual meeting. Shareholders are provided
with relevant information on the candidates standing for election in the notice
of meeting.
Terms of appointment
Each director and Leadership Squad member has a signed letter of appointment
or employment agreement setting out the terms of their appointment, including
their duties, terms, conditions and term of appointment, expectations of the role
and remuneration.
Director induction and education
The Board introduces new directors to management and the business through
specifically tailored induction programmes, depending on their needs. The
programme may include one-on-one meetings with management and visits to key
company sites. All directors are regularly updated on relevant industry and
company issues. This may include visits to Spark operations and briefings from key
Leadership Squad members and industry experts. From time to time the Board
may also undertake educational trips to receive briefings from companies in
relevant industries. There is an ongoing programme of presentations to the Board
by all business units. The Board expects all directors to undertake continuous
education so that they may appropriately and effectively perform their duties.
Ido Leffler Non-executive Director
Page 41 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Succession
The NOMs is also responsible for reviewing Board succession planning. There is an
ongoing Board succession programme, which is focused on finding new directors
with relevant skills and experience that complement the diverse perspectives
already represented around the table.
Illustrating the strength of that succession planning the Board were able to make
the following changes upon Mark Verbiest’s retirement as Chair and director of the
Board after Spark’s Annual Meeting in November 2017:
• Justine Smyth, an existing director with extensive governance experience,
including time as the Chair of the ARMC and HRCC, was appointed as Spark’s
Chair of the Board and the NOMs effective immediately following Mark
Verbiest’s retirement;
• Alison Gerry succeeded Justine Smyth as the Chair of the ARMC; and
• Alison Barrass succeeded Justine Smyth as the Chair of the HRCC.
The succession programme also identified Pip Greenwood as a suitable director
and she subsequently joined the Spark Board from 1 April 2018. Ms Greenwood is
widely regarded as one of New Zealand’s top commercial lawyers and has
significant experience in governance, risk and compliance, legal and regulation, as
well as capital markets.
Future director
The NOMs also instigated a search for Spark’s first ‘future director’ under the
Future Directors programme run by the New Zealand Institute of Directors. The
programme aims to give young talented people with an interest in corporate
governance the opportunity to observe and participate in Boardroom discussions.
The aspiring directors attend all Board meetings but they have no voting rights and
are not involved in decision-making.
Nagaja Sanatkumar was selected as Spark’s preferred candidate and appointed as
its future director from 4 December 2017. Ms Sanatkumar has a background in
technology and marketing, with a focus on digital and ecommerce customer
experiences.
Board, committee and director performance
The Board regularly discusses governance and performance issues and annually
reviews its own performance as a whole against the Board Charter and each
committee’s performance against its charter and the Chair meets with directors to
discuss individual performance of the directors. Further, Board evaluations are
undertaken annually to seek director and Leadership Squad feedback on a range
of matters relating to Board performance, including its role and composition and
engagement with management, shareholders and stakeholders. The collective
results of the evaluation are then reported to the Board by the Chair and discussed
individually with directors. The last Board evaluation survey was undertaken in
August 2017.
The Board regularly
discusses governance
and performance
issues and annually
reviews its own
performance as a
whole against the
Board Charter and
each committee’s
performance against
its charter.
Simon Moutter Managing Director
Page 42 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
ARMC and external auditor independence
The ARMC is responsible for the appointment of Spark’s external auditor and their
terms of engagement. KPMG was automatically re-appointed as Spark’s external
auditor for the upcoming year at Spark’s annual meeting in November 2017.
Shareholders also approved the Board setting the remuneration of the external
auditor at the annual meeting in November 2017. The committee regularly meets
with the external auditor without management being present and meets with
management without the external auditor being present. ARMC members may
contact the external auditor directly at any time.
Spark is committed to auditor independence. The ARMC reviews the independence
and objectivity of the external auditor. For this reason the work of the external
auditor is carefully controlled and must either be: (i) consistent with the principles
applied in assessing assurance services; or (ii) of a nature described for approval
by the ARMC, each as set out below.
Under Spark’s External Auditor Independence Policy:
• The ARMC must pre-approve all statutory and regulatory audit and related
assurance services provided by the external auditor;
• The nature of the services provided by the external auditor and the level of fees
incurred should be reported to the ARMC on a quarterly basis;
• Practice with regard to related assurance services will be monitored on an
ongoing basis to ensure that Spark’s policies remain compliant with best practice;
• Rotation of the lead audit partner must occur every five years; and
• Restrictions are placed on an audit partner or audit manager being employed
by Spark in another role.
The general principles to be applied in assessing related assurance services are as
follows:
• The external auditor should not have any involvement in the production of
financial information or preparation of financial statements such that they might
be perceived as auditing their own work. This includes the provision of valuation
services where such valuation forms an input into audited financial information;
• The external auditor should not perform any function of management or be
responsible for making management decisions;
• The external auditor should not be responsible for the design or
implementation of financial information systems; and
• Separation between internal and external audit should be maintained.
Aside from core audit services Spark’s auditor may provide the following services
with prior approval from the ARMC:
• Other assurance services (eg. trust deed reporting, tax assurance);
• Accounting policy advice (including opinions on compliance with New Zealand
and International Financial Reporting Standards);
• Listing advice;
• Accounting/technical training; and
• Tax compliance.
rEAD PolIcY:
www.sparknz.co.nz/about/governance
Alison Gerry Non-executive Director
Page 43 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Any other ad hoc engagement (above a de minimus amount) must be approved
by the Chair of the ARMC.
However, it is not considered appropriate for Spark’s auditor to provide:
• Bookkeeping/other services related to accounting records or financial
statements;
• The design of financial information systems;
• Appraisal/valuation services/opinions as to fairness;
• Internal audit services;
• Structured finance advice;
• Due diligence services;
• Legal services (being services that could be provided only by a person who is
qualified in law);
• Tax planning and strategy services;
• Management functions;
• Broker/dealer/investment adviser/investment banking services;
• Services of an expert as an advocate;
• Actuarial services;
• Temporary staff for appropriate assignments;
• Assistance in the recruitment of senior management; or
• Tax services to employees of Spark who act in a financial reporting oversight
role.
The External Auditor Independence Policy can be found at: www.sparknz.co.nz/
about/governance. It is a requirement of the ARMC charter that the committee
annually assesses and confirms to the Board the independence of the external
auditor after consideration of the External Audit Independence Policy criteria.
This includes assessing whether the independence of the external audit process
has been maintained in light of the performance of any other assurance services.
The ARMC undertook this assessment at its meeting in August 2018 and confirmed
to the Board that it had complied in all respects with the External Audit Independence
Policy and that the committee was satisfied as to the external auditor’s (KPMG’s)
independence. As part of this assessment KPMG confirmed in writing that it has
complied with all aspects of the External Auditor Independence Policy.
Representatives of Spark’s external auditor will be available at Spark’s annual
meeting to answer shareholder questions about the conduct of the audit and the
content of the external auditor’s reports
ARMC and risk management
The ARMC is also responsible for ensuring that management has established a risk
management framework, including policies and procedures that effectively
identify, treat and monitor principal business risks. Spark’s Risk Team is accountable
for designing and managing this framework and provides the ARMC with regular
updates about its performance and evolution.
The ARMC reviews management’s principal risk profile quarterly. It also receives
reports on the effectiveness of the implementation and operation of the policies
and systems designed to manage risk. The ARMC receive quarterly reporting from
the Risk and Audit Officer that discusses progress against the approved Internal
Audit Plan and other relevant information. Information reported includes the
priorities, updates about the evolution of the Managing Risk Framework (MRF)
findings from its Internal Audit reviews, status of previously raised items and fraud
management reporting (e.g. risks and results from monitoring activities).
Spark conducts an annual assessment to confirm the MRF is designed and
operating effectively. The findings from this assessment is reported to the
Managing Director and the Finance Director. The review for the year ending
30 June 2018 found that Spark’s risk management system operated effectively and
efficiently in all material respects. The 2018 assertion was prepared using the
COSO ERM framework’s five process domains as an architecture to structure the
Spark’s risk
management framework
ensures that risks
affecting its business are
systematically identified,
assessed, managed and
reported.
Charles Sitch Non-executive Director
Page 44 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
review. These are: governance and culture; strategy and objective setting;
performance; review and revision; and reporting and communication.
Every three years, Spark also completes an external review of its MRF to ensure it
continues to be sound and is operating effectively.
Internal audit
Spark has an Internal Audit Team. The internal audit charter defines the group’s
objectives, scope, independence, responsibilities and authority. Its primary
objective is to assist the Board and Managing Director to exercise good
governance by providing independent assurance on Spark’s control and risk
management processes. The ARMC approves the appointment and oversees the
performance of Spark’s Risk and Audit Officer. The Risk and Audit Officer is
accountable for leading the Risk, Internal Audit and Fraud Teams, and reports
directly to the Chair of the ARMC. Internal Audit is independent from the activities
and operations it audits and has unrestricted access to Spark’s records and
employees.
Internal Audit regularly performs audits across Spark. It works to an internal audit
plan that outlines the risk themes and engagements it intends to complete over
the plan year. It dynamically adjusts and validates its priorities with the ARMC at
each meeting. The ARMC approves this plan and ensures that the internal audit
group is appropriately staffed and that its scope of work is appropriate for the key
risks facing Spark.
External reporting assurance
In the interests of best practice corporate governance Spark requires that, prior to
the approval of our financial statements by the Board, its Managing Director and
Finance Director make an annual 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.
Policies and procedures
Spark policies
As at 30 June 2018 Spark’s core internal policies and procedures included
the following:
• Code of Ethics;
• Managing Risk Policy;
• Insider Trading Policy;
• Disclosure Policy and related procedures;
• Diversity and Inclusion Policy;
• Health and Safety Policy and related protocols;
• Human Resources Policies, including employment, remuneration and benefits,
equal opportunity, anti-harassment and discrimination;
• Legal and Compliance Policy;
• Information Management Policy;
• Technology Policy;
• Delegation of Authority Framework; and
• Takeover Response Guidelines.
Spark has an integrated Spark-wide compliance framework. Implementation is
monitored by the ARMC. Any Spark employee (or contractor) who becomes aware
of a legal, regulatory, policy or other compliance issue has a responsibility to report
it using Spark’s breach reporting/whistle-blowing frameworks. Spark also has a
procedure whereby accounting, auditing or internal control breaches or concerns
may be reported confidentially to the ARMC.
rEAD PolIcY:
www.sparknz.co.nz/about/governance
Page 45 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Code of Ethics
The Spark Code of Ethics sets out the standards by which Spark employees are
expected to conduct themselves in all aspects of their work, facilitating behaviour
and decision-making that meets Spark’s business goals and is consistent with
Spark’s values, policies and legal obligations.
Only the NOMs may grant a waiver from compliance with the Code of Ethics. Spark
has compliance escalation procedures that are designed to be used to report
breaches of the Code of Ethics and a confidential whistle-blowing hot line. Non-
compliance with the Code of Ethics is treated very seriously. Any concerns are
investigated with action taken as appropriate.
The Code of Ethics covers:
• Values;
• Behaviours and expectations of employees (including to act honestly, with
integrity and in the best interests of Spark having regard to the interests of
Spark, it’s shareholders and stakeholders);
• Decision-making;
• Conflicts of interest;
• Anti-bribery and corruption;
• Acceptance of gifts;
• Corporate opportunities;
• Confidentiality;
• Proper use of Spark’s assets and information;
• Compliance with laws and Spark policies; and
• Reporting issues regarding breaches of the Code of Ethics, legal obligations or
other Spark policies.
All Spark employees are responsible for ensuring that Spark carries out its business
objectives in a way that enables it to achieve its objectives ethically and in full
compliance with all applicable laws and regulations. People leaders are
responsible for making sure that Spark people are given appropriate information
and training to assist them in complying with legal, regulatory and policy
compliance obligations. The Spark Digital Trust Team supports employees and
people leaders in these roles by providing comprehensive compliance
frameworks, tools, training and advice, which includes provision of online,
interactive training modules. Online training, emails and intranet articles are used
to teach all employees about the Code of Ethics.
Spark also has a Directors’ Code of Ethics, which addresses similar topics and
establishes the behaviour expected of directors. Regular training on the directors’
Code of Ethics is coordinated by the Company Secretary. The Board is conscious of
its obligations to ensure that directors avoid conflicts of interest (both real and
perceived) between their duty to Spark and their own interests. The Board charter
outlines the Board’s policy on conflicts of interest. Where conflicts of interest do
exist then the director must disclose their interest and excuse themselves from any
relevant Board discussions and may not exercise his or her right to vote in respect
of such matters.
Copies of the Code of Ethics and Directors’ Code of Ethics can be found at:
www.sparknz.co.nz/about/governance.
coDE oF EThIcS:
www.sparknz.co.nz/about/governance
Any Spark employee
(or contractor) who
becomes aware of a
legal, regulatory, policy
or other compliance
issue has a responsibility
to report it using Spark’s
breach reporting/
whistle-blowing
frameworks.
Page 46 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Market disclosure
Spark’s Disclosure Policy governs communications with shareholders and other
stakeholders. Spark is committed to providing comprehensive continuous
disclosure to shareholders and other stakeholders and complying with the
applicable Listing Rules.
Spark’s Board is responsible for overseeing and approving Sparks’ continuous
disclosure framework and periodically considering continuous disclosure and
stress testing management’s view of what information is considered material.
Spark has an appointed Disclosure Officer to authorise all financial market
communications and where possible, to be present during meetings with
investors/analysts. Together with the Company Secretary the Disclosure Officer is
responsible for overseeing Spark’s disclosure practices and ensuring that all
material information is lodged promptly and without delay with the NZX and ASX.
In determining whether any particular information is material information, the
Disclosure Officer may liaise with the Chair, Managing Director, CFO and/or the
Company Secretary.
Authorised spokespersons are restricted to reduce the risk of inconsistent
communications and to ensure that public comments are within the bounds of
information already in the public domain and/or that the information is not
materially price sensitive. Management is responsible for ensuring compliance with
the Disclosure Policy and its related procedures for implementation. A copy of the
Disclosure Policy can be found at: www.sparknz.co.nz/about/governance.
Trading in Spark securities
Directors and employees are subject to restrictions under the law relating to
trading in Spark securities and other related Spark derivatives if they are in
possession of inside information. Inside information is information in respect of
which a person is an information insider of Spark. An information insider is a very
broad term that captures any person that has material information that is not
generally available to the market; and knows or ought to reasonably know the
information is material information and not generally available to the market.
Information is material information if it is information a reasonable person would
expect, if it were generally available to the market, to have a material effect on the
price of Spark securities; and relates to a particular financial product or particular
listed issuer, rather than to financial products or listed issuers generally.
To help ensure compliance with these legal requirements the Insider Trading Policy
specifies that no director or Spark employee may buy or sell Spark shares while in
possession of inside information. The policy also states that directors and Spark
employees in possession of inside information cannot directly or indirectly advise
or encourage any person to trade in Spark shares. The policy sets out additional
rules for ‘Restricted Persons’, being directors, Leadership Squad members and
certain other Spark employees. Restricted Persons are required to seek company
consent before trading, are prohibited from trading during designated black-out
periods (unless an exemption is granted under exceptional circumstances) and
from entering into transactions that will limit that person’s economic risk in relation
to any unvested Spark shares, options or rights that they hold. Compliance with the
Insider Trading Policy is monitored through the consent process and by education
and notification by Spark’s share registrar when any director or senior manager
engages in trading activities. Any breach of the Insider Trading Policy would be
regarded very seriously. In addition, as required by the Financial Markets Conduct
Act 2013, all trading by directors and senior managers is reported to NZX.
Spark has an
appointed Disclosure
Officer to authorise
all financial market
communications and
where possible, to
be present during
meetings with
investors/analysts.
Page 47 Spark New Zealand FY18 Environment, Social & Governance ReportGoVErNANcE
Investor relations
Spark’s investor relations programme includes:
• Semi-annual earnings announcements;
• Semi-annual post-results briefings with investors in Auckland, Wellington
and Australia;
• Regular ad hoc one-on-one and group investor and analyst meetings;
• An annual meeting (that offers virtual participation);
• Interim and annual reports;
• Semi-annual shareholder newsletters;
• Investor briefing days (where appropriate); and
• Regular investor road shows to Australia, Asia, the United States and the
United Kingdom.
Spark maintains a dedicated investor website (investors.sparknz.co.nz). This website
contains media releases, periodic financial information, current and past annual
reports, dividend histories, notices of meeting, frequently asked questions and
other information about Spark.
Spark delivers earnings announcements via audio conference. Shareholders are
encouraged to participate in the annual meeting either in person or virtually via an
online annual meeting platform, where shareholders can vote, ask questions and
watch the meeting via webcast. Shareholders can also electronically appoint and
direct a proxy to vote on their behalf at the annual meeting by lodging their proxy
form online at: investorcentre.linkmarketservices.co.nz/voting/SPK (for New
Zealand holders) or investorcentre.linkmarketservices.com.au/voting/SPK (for
Australian holders). The annual meeting webcast will be archived on the Spark
investor website (investors.sparknz.co.nz) after the meeting.
Further information for investors is also available at investors.sparknz.co.nz or by
contacting the Investor Relations Team at investor-info@spark.co.nz.
HRCC and Diversity Policy
Spark’s Diversity and Inclusion Policy sets out the requirement for the Board to set
and review measurable objectives for achieving diversity each year. The HRCC
recommends objectives to the Board. More information on the HRCC and Spark’s
approach to Diversity and Inclusion can be found in the People section of this
report and in Spark’s Annual Report. A copy of Spark’s Diversity and Inclusion
policy can be found at: www.sparknz.co.nz/about/governance.
Takeover Response Guidelines
Spark’s Board has put in place Takeover Response Guidelines that set out the
procedure to be followed if there is a takeover offer for Spark, including with
regards to communication between insiders and the bidder, the preparation of an
independent advisors’ report and establishment of a bid response sub-committee.
Shareholder rights
Spark is committed to ensuring that each shareholder that invests in Spark has
the right to vote on major decisions that may change the nature of the company.
All of Spark’s shareholders have the right to one vote per share.
The Board is also committed to ensuring that the annual shareholders’ notice of
meeting is posted on Spark’s website as soon as possible and at least 28 days prior
to the meeting.
DEDIcATED INVESTor SITE:
investors.sparknz.co.nz
Spark webcasts its
earnings announcements
and annual meeting
over its website,
where appropriate,
and full participation
of shareholders at
the annual meeting is
encouraged.
committed to UN SDG goals:
Risk
Page 49 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Why does Spark manage risk?
Spark’s purpose statement is to help all New Zealanders win big in a
digital world. To achieve this we must successfully execute our business
strategy and plan, while maintaining high standards of operational
performance. Strong corporate governance, including a highly effective
and integrated risk management framework, helps Spark people to
make good business decisions that create stakeholder value.
Spark’s Managing Risk Policy
The Managing Risk Policy balances the pursuit of value creating opportunities
with awareness of the challenges to achieving these. It comprises an integrated
set of functions and responsibilities that span the organisation. Please refer to
table one on page 52 for more detail on these.
AN oVErVIEW oF SPArK’S mANAGING rISK FrAmEWorK (mrF)
In early 2018 Spark assessed the future needs and alignment of the Managing
Risk Framework (MRF) as part of its Agile transformation. Through consultation
with the Board and Leadership it was decided that benchmarking the framework
to COSO ERM: 2017 would provide a leading practice aligned and ‘fit for
purpose’ MRF.
COSO’s ERM framework is structured into five risk management process
domains. Each one is supported by explanatory principles. Each domain plays
an important and evolving part in the management of Spark’s risks. The
domains are:
• Governance and culture – reinforcing the importance of risk management
and influencing how people apply the MRF;
• Strategy and objective Setting – integrating risk management into strategy
setting and business planning and review;
• Performance – maintaining a portfolio view of risks under active management
during the pursuit of business objectives;
• review and revision – identifying and implementing opportunities to
continuously improve ERM’s capability to improve business performance; and
• Information, reporting and communication – obtaining and sharing the
necessary internal and external information across Spark.
Further risk management guidance is provided by Spark’s Essential policies that
help Spark’s people manage specific risks. Two examples include:
• Governance policies and charters, for example, the Code of Ethics, which has
been refreshed to reflect the expected behaviours and culture for an Agile
Spark; and
• Cyber and Physical Security Policies that describe the arrangements that keep
Spark and its customers safe from these threats.
Risk
Risk
In early 2018,
Spark updated its
risk management
framework by adopting
the leading practice
approach advocated in
COSO ERM: 2017
Page 50 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Spark’s current principal business risks and their mitigations
(Principal Risks)
cUSTomEr EXPErIENcE
Improving customer experience is essential to grow and retain customers and
achieve our planned financial performance. To put customers at the centre of our
business Spark has undertaken an Agile transformation. Key features include
adopting an Agile organisational design and way of working so we make customers
the focus of the design and delivery of Spark’s products, services and solutions.
Customer experience targets have also been embedded as incentive measures.
MOBILE
Intense competition in a mature market keeps retail prices low and necessitates
including significant added value in market offers to enable competitive
differentiation. This pressures Spark’s mobile business margins. Spark has
adopted new Agile ways of working that improve our business and operating
cost efficiency. Our new Agile Mobile product and segment tribes are fully
leveraging multibrand capabilities and new strategic growth initiatives to help us
compete more effectively in today’s price-sensitive markets.
BROADBAND
The New Zealand broadband market is largely commoditised and intensely
competitive. This places Spark’s customer scale and product margins under
pressure. Spark is responding by continuing to migrate our copper broadband
customers onto fibre and wireless access technologies to improve customer
experience and product economics. Our new Agile product and segment tribes
are focusing on leveraging the product and service mix across Spark’s brands to
succeed in price-sensitive markets.
IT SERVICES
Spark must continuously improve the efficiency of its IT service delivery and margin
performance to achieve sustainable earnings from this business portfolio. A
competitive market creates a high level of price pressure that squeezes margins.
TECHNOLOGY PERFORMANCE (NETWORK AND IT)
Service-impacting events may occur affecting the performance of Spark’s networks
and IT platforms and the customer products and services they support. This can
damage our reputation and reduce our ability to attract and retain customers. These
events can occur when introducing new or operating existing technology or when
technology assets reach the end of their economic or engineering lives. Spark
continues to heavily invest in our mobile, data and fixed and IT technology platforms
to improve service resilience, customer experience, capacity and economic efficiency.
LOWEST OPERATING COSTS
Spark must manage its operating costs to offset falling prices associated with the
commoditisation of our key markets if it is to avoid impairing its margins and
earnings. To prevent this Spark must continually improve our business efficiency.
Spark’s Quantum programme is designed to deliver continued business efficiency
benefits over time. Key focus areas of this programme include product costs of
sale, labour cost and other material costs, like financing mix and interest costs.
Page 51 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
MONETISING DATA GROWTH
Decreasing technology asset lifecycles and rapid growth in customer data
consumption necessitates increased levels of technology platform and network
capacity investment. When combined with an environment of intense price-led
competition, it may become difficult for Spark to monetise our network and IT asset
investment at economically sustainable levels. To avoid this Spark continues to invest
in technology that lowers the per unit cost of data carriage. These investments
include augmentation of Optical Transport and Carrier Ethernet fibre networks,
and the core and edge mobile networks. New builds such as Spark’s Converged
Communications Network, integrate the processing of voice, data and media traffic
from all access platforms at lower costs than the legacy platforms they replace. We
have also undertaken planning and trials around 5G technology which will enable
further monetisation of data growth with lower costs of data.
IT AND DATA SECURITY BREACH
A major cyber or data security breach would impact customer confidence causing
churn, increasing IT security costs or resulting in fines. Spark relies on a best
practice-aligned security operating model and uses its privacy compliance
framework to keep networks and customer information secure. Examples include
regular maturity assessments of the model to inform calculated and continuing
investment in security threat and monitoring response capability.
REGULATORY
Regulatory changes have potential to affect the level of earnings Spark achieves
for its shareholders. The Government’s Telecommunications (New Regulatory
Framework) Amendment Bill introduces an entirely new regulatory framework
from 2020 for fixed-line services provided to Spark by Chorus and other local
fibre companies. The Bill grants the Commerce Commission new powers to
monitor and enforce retail service-level quality levels. How this regulatory
framework is implemented may have important consequences for the retail and
wholesale telecommunications markets Spark operates in. Similarly, the
Commerce Commission is presently undertaking a mobile market study
considering all aspects of mobile market structure and performance, to identify
whether any aspect of the mobile market warrants closer regulatory attention.
Spark mitigates regulatory risks through proactive engagement with government,
the regulator and industry stakeholders and we develop strategies to mitigate
these risks as they emerge.
COMPLIANCE OBLIGATIONS
Spark must comply with all relevant legislation and regulations, telecommunications
service obligations (TSO), NZX Listing Rules, applicable ASX Listing Rules and the
corporate governance requirements of the NZX and Financial Markets Authority
(FMA). We continue to voluntarily comply with the ASX Corporate Governance
Principles and Recommendations (despite being granted foreign exempt listing
status by the ASX in 2015). Spark’s Compliance and Privacy Team regularly engage
with the business to provide legal and other compliance supports including tools,
training and advice.
Page 52 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Table One: Spark’s Managing Risk Framework Roles and Responsibilities
AcTIVITY PErFormEDBoArD
& Armc
lEADEr-
ShIP
SQUAD
rISKlEGAl
(DIGITAl
TrUST)
orG
UNIT
lEADS
1
coEPolIcY
oWNErS
All
SPArK
PEoPlE
Approves the Managing Risk Policy
✔
Monitors the managing risk framework
✔
Reviews principal risk dashboard (quarterly)
✔
Performs other items from its charter
✔
Prepares strategy and annual plan
✔
QBR process and next 90-day priorities
✔
Coaches and guides Leads
✔
Owner for principal risks
✔
Designs and continuously improves the
managing risk framework
✔
Helps the business apply the framework
✔
Profiles the principal and next 90-day risks for
LS and ARMC
✔
Helps Leads to capture their risks for the
QBR Memo
✔
Executes Internal Audit plan (objective assurance)
✔
Designs and continuously improves the
empowerment framework
✔
Creates empowerment & and functional
guidance kits
✔
Oversees essential policies and webpage
✔
Creates and delivers training modules
✔
Use the Empowerment and Managing
Risk Frameworks
✔
Understand and adhere with the essential policies
✔
Maintain view of risks for OKRs and fill in
QBR Memo
✔
Provide input into principal risk process
✔
Escalate risks to LS or Risk Team (if required)
✔
Review risk sections in QBR packs across Spark
✔
Maintain view of risks for their OKRs and fill in QBR
✔
Support Leads to manage identified risks
✔
Provide input into principal risks
✔
Maintain policy and guidance material
✔
Complete assessments of effectiveness
✔
Participate in policy owner working groups
✔
Follow this framework and the essential policies
✔
Make informed decisions after assessing the
benefits and risks
✔
Page 53 Spark New Zealand FY18 Environment, Social & Governance ReportrISK
Spark Sustainability WheelSpark’s focus on
UN Sustainable
Development Goals
P
E
O
P
L
E
C
O
M
M
U
N
I
T
I
E
S
O
U
R
C
U
S
T
O
M
E
R
S
T
H
E
E
N
V
I
R
O
N
M
E
N
T
Spark Volunteer
Spark Give payroll giving
Diversity & inclusion
Spark Pay living wage
Spark Jump
subsidised broadband
Givealittle
Digital learning
Disaster relief
Carbon target for 2025
Energy saving
Spark Plug EV Chargers
Network recycling
Privacy and security
Superior IT platforms
and networks
Re:Mobile phone
recycling
Spark Lab
innovation hub
The Sustainable Development Goals (SDGs) are a set of global initiatives set by the United Nations for
everyone to contribute to. For Spark the SDGs are a way to see which areas of sustainability we are
directly contributing to and how our community initiatives relate to a larger vision for positive change.
United Nations Sustainable Development Goals
---
Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand
MARKET RELEASE
22 August 2018
Spark New Zealand FY18 results show strong performance in
growth areas while transforming business for the future
• Strong performance in key growth areas – especially in mobile and in cloud,
security and service management
• Substantial progress in digitisation and simplification programme drives
improved customer satisfaction and lowers cost-to-serve
• Acceleration of business performance improvement programme brings $49m
in costs of change
• Became one of the first large companies in Australasia to transition to Agile
model at scale
• Southern Cross dividends expected to significantly decline in FY19
Spark New Zealand’s financial results for the year to 30 June 2018 show the business
continued to deliver against key financial and operational targets, while undertaking one
of the biggest change programmes in the company’s history as it transitioned to an Agile
way of working.
Speaking about the results, Spark Chair Justine Smyth said: “In June last year, Spark
set out a three-year vision of how the business would maintain growth in a highly
competitive environment. Underpinning this vision were three strategic focus areas: an
increased emphasis on wireless; leveraging multi brands; and being the lowest cost
operator through simplification, digitisation and automation.
“Spark delivered against these focus areas, while simultaneously making the bold
decision to transition the company to an Agile way of working – and this flowed through
to its financial results.”
Spark reported year-on-year revenue growth of $35m, or 1.0%, taking revenue to
$3,649m; driven by substantial revenue growth totalling $132m across mobile (up 6.9%)
and cloud, security and service management (up 15.1%). This growth was partially
offset by continuing declines in legacy voice, managed data and networks revenues;
down, in total, $100m.
Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand
Southern Cross dividends also declined by $11m to $50m during FY18. The company
expects dividends received from Southern Cross to decline significantly further during
FY19 to between $10m and $20m, as the level of pre-purchased capacity from large
customers decreases. Spark has anticipated the decrease in Southern Cross dividends
for some time, with opportunities for the pre-sale of capacity for use by customers in
future years declining as the remaining life of the existing Southern Cross cable network
reduces.
As indicated to the market in May, Spark chose to accelerate its Quantum business
improvement programme in H2 FY18, incurring costs of change within the FY18
financial year to realise benefits sooner than previously envisaged.
“This decision was based on our increasing confidence that the business could improve
customer experience and operate under a lower cost structure in an Agile model,” Ms
Smyth said.
The acceleration meant additional implementation costs of $24m were brought forward
into FY18 earnings, which added to the $25m cost of change Spark had already planned
for, bringing total costs of change for FY18 to $49m. As a result of this, overall reported
EBITDA for FY18 declined by $27m, or 2.7%, to $989m.
Excluding change costs, adjusted EBITDA for FY18 was $1,038m, an increase of $22m,
or 2.2%.
Spark announced an H2 FY18 total dividend per share of 12.5c, which will be made up
of a 75% imputed ordinary dividend per share of 11.0c and a 75% imputed special
dividend per share of 1.5c.
Managing Director Simon Moutter said Spark’s success in growth areas continued to
offset decline in legacy areas of the business.
“We saw a continued growth story in cloud, security and service management products
during FY18, with both revenues and margins improving over the year. Our business
customers increasingly recognise the benefits and flexibility offered by “as a service”
cloud products, and we have launched new security products to capture growth in that
market.
“We’re also very pleased to see our strategic emphasis on wireless technologies flow
through to further growth in mobile market share, revenue and margins – with Spark the
only New Zealand mobile operator to achieve this over the period. Our mobile revenue
growth is now fully offsetting traditional voice revenue decline.
Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand
“The Upgrade New Zealand programme reached a crucial tipping point in June, with
more than 50% of our customers now on either fibre or wireless broadband. We now
have 116,000 customers on our wireless broadband product. While this is a little behind
the targets we set last year, it’s helping to drive a 6.7% uplift in broadband gross margin
– in a market where margins are very challenged. Our focus is now shifting to the
retention of existing wireless broadband connections and the migration of copper voice
connections to our wireless voice alternative.”
Mr Moutter said the company made substantial progress on its programme of
simplification, automation and digitisation over the year. Improvements to digital self-
service channels and the introduction of artificial intelligence, through chatbots and other
automation tools, reduced customer service voice calls by almost a quarter year-on-
year. Spark also rolled out 40 different “bots” to automate high-volume and sometimes
very complex business processes and tasks.
“Customer satisfaction measures improved over the financial year, with net promoter
scores (NPS) improving for both the Spark and Skinny brands,” said Mr Moutter. “We
achieved this off the back of our new and improved digital channels, as well as better
performance in our more traditional channels.”
Spark’s multi brand strategy continued to help the company win customers across
different market segments – particularly price-sensitive markets. Low-cost brands
Skinny and Bigpipe drove the majority of Spark’s FY18 total broadband customer growth
of 13,000 net new connections. Skinny’s dual commitment to low prices and high
customer satisfaction also drove continued growth in mobile, with innovations like its
Data Binge product proving very successful.
During FY18, Spark moved further into the rapidly evolving media landscape,
introducing new features and services for Lightbox – including a pay-as-you-go movie
service, separate kids’ area and a premium subscription option – and making a big
move into the sports content market. Spark has secured broadcast rights to several
World Rugby tournaments - including Rugby World Cup 2019, and to Premier League
football from the 2019 season, with more content announcements to come.
“We see sports content as crucial to our media strategy,” said Mr Moutter. “However, we
are also disciplined when it comes to our investments in this area and are only looking to
secure content that can give us a commercial return. We believe we’ve achieved that
with the high-quality content we’ve secured to date.”
Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand
Mr Moutter said Spark began the transition to Agile towards the end of the financial year
with the “engine room” of the business – which encompasses core functions such as
network, IT, product development and marketing.
“These parts of the business have been completely reorganised into small,
multifunctional teams, working on single customer propositions – and seeing these
through from end-to-end. We also began applying Agile methodologies across the rest
of the business to varying degrees depending on the nature of the business operation.
“We are one of the first large companies in Australasia to make the move to Agile at
scale in such a short space of time. Our move has attracted a lot of interest from other
companies – here and overseas – who are grappling with the same issues of uncertainty
and technological and market disruption.
“We’re proud of what we’ve achieved, firmly positioning ourselves for future success.
Furthermore, we have delivered this change while maintaining financial and operational
momentum and ensuring our business performance is to plan.
“In the coming year, we are focussed on capturing the advantages the Agile way of
working will deliver for us: highly engaged and productive people; a total focus on what
matters for customers; and the ability to deliver new products and services – and
improve existing ones - faster than ever before.”
ENDS
For media queries, please contact:
Lucy Fullarton
Senior Communications Partner
+64 (0) 21 070 6197
For investor relations queries, please contact:
Dean Werder
General Manager Finance and Business Performance
+64 (0) 27 259 7176
Overall Performance
Financial Summary
•Reported EBITDA of $989m was at the upper end of guidance albeit down $27m (2.7%) on prior year due to Quantum
programme implementation costs of $49m. Adjusted EBITDA of $1,038m, excluding Quantum implementation costs, was up $22m
(2.2%) on prior year as a result of ongoing revenue growth across mobile, cloud, security and service management and reductions
in net labour costs.
•Ongoing implementation of Quantum programme
(1)
resulted in a $37m reduction in net labour costs during FY18. Annualised net
labour costs have subsequently reduced from $581m in June 2017 to $499m in June 2018 and are projected to decline further
to ~$470m during H1 FY19.
•Reported YoY revenue growth of $35m, or 1.0%, taking revenue to $3,649m; predominantly driven by substantial revenue
growth totalling $132m across mobile (up 6.9%) and cloud, security and service management (up 15.1%) partially offset by
continuing declines in voice, managed data and networks revenues; down $100m in total. Mobile, cloud, security and service
management now deliver over half of Spark’s gross margin at 53.4%, up from 50.0% in FY17.
•Reported NPAT down $33m (7.9%) to $385m due to Quantum programme implementation costs.Adjusted NPAT, excluding
Quantum implementation costs, was up $2m (0.5%) on prior year due to underlying EBITDA performance; partially offset by $4m
(0.9%) increase in depreciation and amortisation due to a shift in capital investment towards newer server based assets, including
cloud infrastructure, that have shorter asset lives and $4m (15.4%) increase in finance expenses on higher average net debt.
•Capital expenditure of $413m in line with prior year; achieving planned investment outcomes within targeted capital expenditure
of 11%-12% of operating revenues.
•Cash conversion ratio
(2)
improved to 97% in FY18, up from 88% in FY17,due to ongoing benefits of refreshed working capital
policies andfavourable timing of restructuring expenses.
•Net debt increased by$184m during FY18 due to business acquisitions, top-up of dividends, continued mobile device receivable
growth and timing of tax payments. Rate of net debt growth is expected to slow during FY19.
•H2 FY18 total dividend per share of12.5c will be made up of a 75% imputed ordinary dividend per share of 11.0c and a 75%
imputed special dividend per share of 1.5c.
(1)
Page 14 of this document provides further detail on Quantum implementation costs and associated benefits
(2)
Calculated as operating cash-flow (excluding tax and interest) divided by EBITDA (excluding impairments, net gains from divestments and
share of associate and joint venture net losses)
$35m
+1.0%
Reported Revenue
movement
vs. FY17
($27m)
-2.7%
Reported EBITDA
movement
vs. FY17
($33m)
-7.9%
Reported NPAT
movement
vs. FY17
Financial performance on plan with ongoing implementation of Quantum
programme driving significant underlying benefits
2
•Total mobile ARPU growth of 1.2%; driven by introduction of unlimited consumer mobile plan.
•More than 50% of broadband customers now on new broadband technologies with 116k customers connected to
wireless broadband; generating $29m of YoY access cost reductions in FY18 and $51m of associated annualised
benefits. Demonstrates solid progress towards our ambition to be mostly ex copper by 2020.
•4.5G already live in 31 locations, further expanding network speed and capacity and making wireless
broadband available to thousands more households.
•Skinny and Bigpipe sub-brands continue to resonate with price sensitive customers; delivering the majority of
Spark’s FY18 total broadband connection growth of 13k. Skinny and Bigpipe now account for 5% of Spark’s
total broadband base -up from 2% in June 2016.
•Skinny brand repositioned itself in the market with a new, more mature but still light-hearted brand campaign,
reflecting Skinny’s dual commitment to low prices and customer satisfaction.
•Quantum programme successfully accelerated to realise financial benefits earlier; finishing the year with
annualised net labour costs of $499m, down $82m (14.1%) from $581m in June 2017. Annualised net labour
costs projected to decline further during H1 FY19 to ~$470m as benefits from programme acceleration are
realised; bringing total expected annualised net labour benefits to ~$110m
•Ongoing implementation of simplification, automation and digitisation initiatives resulting in further improvement in
customer experience and service costs; delivering an unprecedented 24% decline in HMB customer care voice
interactions.
•To drive further service and cost improvement Quantum investment will continue into FY19 however associated
implementation costs are expected to be at more typical levels.
•During FY18 Spark became the first large New Zealand business to transition to Agile ways of working at scale
with around 40% of our people now transitioned to a full Agile operating model; further unlocking improved
customer centricity, speed to market, and more empowered, engaged and productive people.
Lowest cost operator
Better serving price sensitive customers
Emphasis on Wireless
~$110m
Quantum Programme
annualised net reduction in
labour costs
Overall Performance
Key Areas of Focus
Material progress made against our three key areas of focus; remain on track to achieve
aspirations outlined at June 2017 Investor Day
$51m
Wireless Broadband Migration
annualised gross reduction in
access costs
3
38.9%
+0.9 pp
Market Share of Mobile
Service Revenues
(1)
vs. FY17
41.5%
-0.7 pp
Market Share of Broadband
Connections
(1) (2)
vs. FY17
(1)
Independent market share estimate
(2)
Includes wireless broadband connections
Overall Performance
Financials
FY18
$m
FY17
$m
CHANGE
Revenues3,6493,6141.0%
Operating expenses
(1)
(2,660)(2,598)2.4%
Reported EBITDA9891,016(2.7%)
Depreciation and amortisation(434)(430)0.9%
Net finance expenses(30)(26)15.4%
Reported net earnings before income tax525560(6.3%)
Income tax expense(140)(142)(1.4%)
Reported net earnings after income tax385418(7.9%)
Adjusted EBITDA
(2)
1,0381,0162.2%
Adjusted net earnings after income tax
(3)
4204180.5%
Capital expenditure413415(0.5%)
Reported notional free cash flow
(4)
576601(4.2%)
Reported EBITDA margin27.1%28.1%(1.0pp)
Adjusted EBITDA margin28.4%28.1%0.3pp
Reportedeffective tax rate26.7%25.4%1.3pp
Capital expenditure to operating revenues11.3%11.5%(0.2pp)
Reported Earnings per Share21.0c22.8c(7.9%)
Adjusted Earnings per Share22.9c22.8c0.4%
Total Dividend per Share25.0c25.0c-
(1)
FY17 and FY18 include share of associate and joint venture net losses. FY18 also includes Quantum implementation costs of $49m
(2)
Adjusted FY18 EBITDA calculated as: reported EBITDA of $989m adjusted to excludeQuantum implementation costs of $49m
(3)
Adjusted FY18 net earnings after tax calculated as: reported net earnings after tax adjusted to excludeQuantum implementation costs of $49m lesstax effect on implementation costs of $14m
(4)
Reported notional free cash flow calculated as: reported EBITDA less capital expenditure
4
Mobile, cloud, security and service management revenues now account for
45.3% of total revenues, an increase of 5.5pp over the past two years
Mobile revenue growth of $83m (6.9%) driven by:
•$36m (4.6%) increase in high margin service revenues on both ARPU and
connection growth; and
•$47m (11.3%) increase in other mobile revenue due to customer demand
for high-end mobile devices
Cloud, security and service management growth of $49m (15.1%) reflecting
customer demand for the flexibility and benefits that cloud based “as a
Service” products offer
Accelerated voice revenue decline of $83m (12.7%) driven by:
•Accelerated decline of Wholesale PSTN connections; and
•Reduced calling volumes
Managed data and networks revenue decline of $17m (8.2%) due to:
•Competitive pricing pressure; and
•Ongoing proactive customer migration off traditional managed data
products onto new lower priced fibre based alternatives
Consistent with commentary given as part of FY17 results, Southern Cross
dividend declined $11m (18.0%) to $50m:
•FY19 Southern Cross dividends are expected to decline significantly, to
between $10m and $20m, as the level of pre-purchased capacity from
large customers decreases
Other revenue growth includes:
•Ongoing Qriousrevenue growth including impact from July 2017
acquisition of Ubiquity;
•$10m gain from sale of 50% of Connect8; partially offset by
•Prior year $20m gain from sale of surplus Mayoral Drive carpark land
Overall Performance
Revenue
Mobile, cloud, security and service managementrevenue growth continues to more than offset
ongoing declines in voice, managed data and Southern Cross dividends
5
(1)
Includes $20m net gain from sale of surplus Mayoral Drive carpark land
3,614
3,649
83
49
8
10
(83)
(17)
(4)
(11)
3,500
3,540
3,580
3,620
3,660
3,700
FY 17VoiceManaged Data
& Networks
MobileCloud, Security
and Service
Management
Procurement
and Partners
BroadbandSouthern Cross
Dividend
OtherFY 18
Revenues
FY17 vs FY18
+1.0 %
(1)
$m
Overall Performance
Operating Expenses
(1)
6
$18m or 7.1% decline in voice, managed data and network
cost of sales due to further reductions in voice connections;
particularly in Wholesale
Broadband cost of sales down $21m (4.8%) on prior year
driven by:
•$29m YoY reduction in access costs due to adoption of
wireless broadband; partially offset by
•Increases in wholesale access charges for both fibre and
copper
Mobile costs of sales increased $43m (9.9%) reflecting:
•Customer demand for higher-end devices; and
•Adoption of value added services
IT services cost of sales increased $19m (4.5%) in support of
growth in both higher-margin cloud and security products and
low margin, customer demand driven, procurement revenues
Net labour reduction of $37m (6.7%) due to benefits of
Quantum programme
Other expenses increased $27m, or 5.4% driven by:
•Higher advertising costs in support of key marketing
campaigns and product launches;
•Increased Lightbox platform expenses due to customer base
and usage growth; and
•Increased electricity costs due to high spot prices
(3)
2,598
2,611
2,660
43
19
27
49
(18)
(21)
(37)
2,400
2,450
2,500
2,550
2,600
2,650
2,700
FY17Voice and
managed
data cost of
sales
Broadband
cost of sales
Mobile cost
of sales
IT services
cost of sales
LabourOther
operating
expenses
Quantum
costs
FY18
$m
Expenses
FY17 vs FY18
(1)
(2)
+2.4 %
+0.5 %
(1)
Includes share of associate and joint venture net losses of $4m in FY17 and $3m in FY18
(2)
Voice, managed data and network cost of sales include baseband and access charges, field services expenses and
other intercarrier costs
Cost increases in support of revenue growth and Quantum programme partially offset by
Quantum-led reductions in labour cost
Overall Performance
EBITDA
Reported EBITDA margin of 27.1% down 1.0% pp on prior
year due to:
•$49m of Quantum costs of change in FY18, delivering
$42m of gross benefit during FY18 and $132m of
annualised gross benefit;
•$11m (18.0%) reduction in Southern Cross dividends; and
•Expenditure in support of key marketing campaigns and
product launches and higher electricity costs
Excluding Quantum costs of change, adjusted EBITDA grew
$22m (2.2%) to $1,038m
Gross margin improved by $12m (0.6%) due to:
•5.3% increase in mobile gross margin on both connection
and ARPU growth;
•15.6% increase in cloud, security and service
management gross margin due to strong customer demand
for “as a Service” products;
•6.7% improvement in broadband gross margin, despite
lower revenues, due to uptake of higher-margin wireless
broadband; partially offset by
•Ongoing declines in voice and managed data; and
•Declining Southern Cross dividends
7
(1)
Includes share of associate and joint venture net losses of $4m in FY17 and $3m in FY18
(2)
Southern Cross dividends are externally reported within other operating revenue
(3)
Quantum implementation costs are externally reported within other operating expenses
1,016
1,038
989
46
(13)
(11)
(49)
900
950
1,000
1,050
1,100
Reported
FY17
Operating
revenue
Operating
expenses
Southern
Cross
dividend
Adjusted
FY18
Quantum
costs
Reported
FY18
$m
EBITDA
FY17 vs FY18
(2.7%)
+2.2%
(2)
(1)
Reported EBITDA down $27m (2.7%) due to implementation costs associated with Quantum
programme; partially offset by ongoing revenue growth across mobile, cloud, security and
service management and net reductions in labour costs
(3)
30%
35%
40%
0%
50%
100%
FY16FY17FY18
HMB pay-monthly plan mix
less than $55$55 or greater
Product Performance
Mobile
Only New Zealand mobile provider to grow revenue market share, connections and ARPU
during FY18
Total mobile revenue, up $83m (6.9%), accounting for 35.1% of total operating revenues;
up 2.7pp on prior year. Growth driven by:
•Pay-monthly connection growth of 70k (6.3%); the highest in at least two years fuelled
by successful launch of unlimited consumer mobile plan and increased migration from
pre-paid to pay-monthly; and
•ARPU growth across both pre-paid and HMB pay-monthly. Renewed focus on growing
pre-paid ARPU, rather than lower value and higher churn connections, resulted in 7.6%
growth in pre-paid service revenues despite 12k decline in pre-paid connections
Mobile gross margin
(1)
up $40m (5.3%) on prior year due to:
•Mobile services revenue growth of $36m (4.6%) driven by both ARPU and connection
growth;
•Ongoing migration away from handset subsidies with 87% of HMB pay-monthly
customers now on open term plans -up 2pp on prior year; and
•Skinny ARPU and margin growth as a result of new pre-paid propositions and
improved channel performance; including successful withdrawal from The Warehouse
Group
Continuation of ARPU growth; up 1.2% on prior year driven by:
•Total HMB ARPU growth of 3.1% on customer migration to higher value $55+ plans, in
particular unlimited mobile; with 40% of HMB pay-monthly base now on a $55 plan or
above, up 5pp on prior year.
•Low-cost higher data cap Skinny prepaid offerings leading to significant Skinny
prepaid ARPU growth of 13.8% on prior year; partially offset by
•Ongoing Spark Digital ARPU declines due to competitive price pressure
4.5G now live in 31 locations with rollout continuing through FY19 to expand mobile
performance and prepare for a 5G future. First 5G production outdoor trial completed
and 18Gbps achieved on indoor speed tests; providing us with rich insights into the more
intensive data use-cases that will be made possible by this technology.
8
-20k
0k
20k
40k
60k
80k
FY16FY17FY18
Net connection movement
pay-monthlyprepaid
0
400
800
FY16FY17FY18
$m
Service revenue
pay-monthlyprepaid
(1)
Mobile gross margin calculated as total mobile revenue lessmobile cost of sales
Market approaching saturation
(1)
. Benefits of wireless broadband adoption driving 6.7% growth
in broadband gross margin
(2)
. However revenue and margin continue to be squeezed by
aggressive acquisition pricing and increases in input costs which are proving difficult to pass
through.
Product Performance
Broadband
Despite market reaching saturation total Spark connections grew for the third consecutive period
resulting in highest annual connection growth in two years; connections up 13k or 1.9% during FY18.
Skinny and Bigpipe sub-brands resonating with price-sensitive customers; securing majority of total
Spark connection growth.
Broadband revenue continues to decline despite connection growth; down $4m (0.6%) on prior year
due to:
•Persistent, acquisition focussed, competitive price pressure;
•Further reductions in broadband access revenue as a greater proportion of customers opt for
naked broadband services; and
•Migration of customers onto lower-priced, but higher-margin, wireless broadband services
Broadband gross margin up $17m (6.7%) driven by:
•116k wireless broadband connections, delivering $29m reduction in broadband access costs
during FY18 and associated annualised benefits of $51m; partially offset by
•Fibre-based modem expenses and increases in copper and fibre input costs
Rate of wireless broadband growth has slowed. Focus now shifting to retention of existing wireless
broadband connections and migration of copper voice connections to wireless voice alternative
Despite falling short of both our UFB share of growth and wireless broadband connection aspirations,
more than 50% of customers are now off copper and onto newer and more reliable wireless and
fibre broadband technologies; supporting our strategic aspiration to be mostly ex-copper by 2020.
Customer demand for data continues to increase; evidenced by:
•Unlimited broadband plans now accounting for 57% of base;
•Average monthly GB usage per customer up 33%
(3)
on prior year; and
•Customer demand for video content continuing to grow with Lightbox subscriptions up 37% and
adoption of other streaming services increasing in line with global trends
9
84%
63%
49%
0%
20%
40%
60%
80%
100%
FY16FY17FY18
Connection mix by input type
copperfibrewireless broadband
16%
37%
51%
(1)
Based on independent market growth estimates
(2)
Broadband gross margin calculated as broadband revenue less broadband cost of sales
(3)
Excludes Skinny, Bigpipe and Digital Island. Average monthly data usage per connection currently 138GB
12%
20%
26%
0%
20%
40%
60%
80%
100%
FY16FY17FY18
Naked Broadband as a % of total base
ClothedNaked
Product Performance
Cloud, security and service management
Growth in higher-margin products and improvement in service management continues to drive
increased gross margin
Toplinerevenue growth of $49m (15.1%) driven by:
•Customer demand for the benefits and flexibility that cloud-based
“as a service” products offer;
•Project workload associated with transition of new customers onto
Spark products; and
•Launch of new security products, to capture the growth potential in
this market
Gross margin
(1)
up $41m (15.6%) as a result of:
•Toplinerevenue growth; coupled with
•Ongoing change in mix, with growth in higher-margin cloud and
security products outpacing more labour intensive service
management offerings
Significant new customer wins and previous wins now moving into
transition creating the pipeline for FY19 revenue growth
Focus on effective and efficient service management to drive growth in
the profitability of our top clients continues
New self-service online capabilities added to Cloud Creator offering
customers multi-cloud management features
While security revenue growth of 12.8% was short of aspiration further
opportunities exist in FY19 through a focus on:
•Product development for new market segments,
•Attracting skilled resources; and
•Maturing our sales processes
10
257
324
373
FY16FY17FY18
$m
Cloud, security and service management revenue
+15.1%
(1)
Cloud, security and service management gross margin is provided in Spark’s FY18 Detailed Financials workbook; this excludes associated labour costs to maintain
consistency with the calculation of mobile and broadband gross margins.
Product Performance
Voice, Managed Data and Networks
Acceleration in rate of revenue and margin decline due to ongoing substitution of landline voice
to other technologies and proactive migration away from traditional managed data products in
support of simplification
Total voice, managed data and networks revenue declined by $100m
(11.6%) on prior year; versus a $95m (9.9%) decline in FY17
FY18 voice revenue
(1)
decline of $83m (12.7%) greater than prior period
due to:
•$48m (16.1%) decrease in landline only
(2)
revenues due to consistent
YoY declines in voice only connections across Spark HMB and Digital
and acceleration of connection declines in Spark Wholesale; with a
large wholesale customer migrating away from PSTN to an
alternative technology during the year; and
•$32m (11.6%) decrease in higher-margin calling revenues due to a
14% YoY decline in total calling minutes
Managed data and networks revenue continues to decline albeit at a
slower rate than prior periods. FY18 revenues down $17m (8.2%)
driven by:
•Proactive migration of customers off legacy data platforms onto new
lower-margin fibre based alternatives in support of core product
simplification; and
•Ongoing competitive pricing pressure
Recent launch of new customer support systems for managed data
product will create the foundation for improved customer experience and
better self-service
11
728
655
572
0
200
400
600
800
FY16FY17FY18
$m
Total voice revenue
HMBDigitalWholesaleOther
229
207
190
0
50
100
150
200
250
FY16FY17FY18
$m
Total managed data and networks revenue
HMBDigitalWholesale
(1)
Voice revenue includes connections delivered over the mobile network (Voice over LTE)
(2)
Landline only revenue includes revenue from ‘voice only’ access plans
Strategy: Progress Update
Quantum
Bold programme of simplification, automation and digitisation delivering material
improvement in service experience, employee engagement and cost to serve
12
+9pts
Increase in employee NPS
in the year
+6pts
Increase in consumer and small
business market NPS in the
year
+15pts
Increase in Spark Digital
relationship NPS in the year
178,000
Customers migrated onto new
fit-for-purpose consumer plans
100’s
Successfully removed
hundreds of legacy products
1
One unified Cloud portfolio
established across Spark
40
Bots automating tasks across
the business and proactively
solving customer issues
75%
Simple cloud customer
requests now automated via
self-service portal
85%
Common Spark Digital
service requests now
automated (~3,300 requests
per month)
1,250,000
(24%)
YoY reduction of calls into
HMB contact centres
Spark App users completing
~340,000 self-service
interactions per month
77%
YoY Increase in HMB chat
interactions
6,000+
Business customers using
“walk me” self-service
tutorials
Simplification
Digitisation
Automation
20%
Increase in organisations
using MySparkDigital
NPS
840,000
108,000
HMB virtual assist chat
interactions since launch in
December 2017
Strategy: Progress Update
Quantum: Agile Ways of Working
First large New Zealand business to transition to Agile ways of working at scale with around 40%
of our people now transitioned to a full Agile operating model
13
When
Planning and high level designCompleted
✓
Frontrunner tribes establishedFebruary
✓
Detailed structure design confirmedMarch
✓
Employee training and transition to squad
roles
April-June
✓
Agile at Scale implementedQ1 FY19
✓
Agile implementation across other areas of the
business “Agile Light”
H1 FY19WIP
Transitioned to scaled Agile operating
model whilst still maintaining
operational performance
18
Tribes
35
Chapter Types
114
Squads
It’s early days yet as Spark’s scale Agile operating model has only been fully
formed and active for several weeks, but we are seeing promising progress across
allthree areasof expected benefit
Customer Centricity
•All Agile squads trained in customer experience frameworks and tools
•Hundreds of customers have been hosted in our customer experience lab
sessions and have been directly engaged by tribes and included in sprints
where appropriate
Speed to Market
•Customer facing pilot of new services undertaken within 6 weeks. Prior to
adopting Agile a similar pilot took up to 6 months
•Development of automated testing capability delivered in half the time of
previous iterations
Employee Engagement
•98% acceptance rate by employees offered new Agile employment
agreements;with ~1,100 employees graduating from Agile bootcampsto give
them a jump start into Spark’s new ways of working
•Early results indicate a 10-15 point improvement in eNPSamong employees
within the Agile heavy part of the business, compared with employees working
in the traditional parts of the organisation
•Staff spend less time on email and in meetings and more time executing and
delivering for our customers
581
499
20
25
(120)
(7)
440
480
520
560
600
June 2017Quantum
benefits
AcquisitionsCloud and data
analytics
OtherJune 2018
Strategy: Progress Update
Quantum
(1)
Includes insourcing of Spark retail stores and acquisitions of Ubiquity and Digital Island
(2)
Includes decline in Quantum implementation costs (reduction in size of programme office and completion of planned system
decommissioning) and removal of Connect8 labour expenses (following partial divestment in May 2018)
(3)
Equals 12 x actual monthly spend (after adjusting for timing of labour capitalisation and releases of holiday pay accruals)
During FY18 annualised net labour costs reduced by $82m to $499m; with benefits from acceleration of Quantum
programme projected to reduce annualised net labour costs by a further ~$30m to ~$470m during H1 FY19
(2)
14
Cloud and
data
analytics
(3)
(1)
550
513
16
22
(69)
(6)
460
480
500
520
540
560
FY17Quantum
benefits
AcquisitionsCloud and data
analytics
OtherFY18
Reported Net LabourCosts
FY17 vs FY18
AnnualisedNet LabourCosts
June 2017 vs June 2018
(1)
(1)
(2)
(2)
(3)
Total FY18 implementation costs of $49m, reported within other operating
expenses, are comprised of:
•$26m restructuring expenses;
•$12m external subject matter expertise;
•$4m relocation and property lease costs;
•$3m programmeoffice functions; and
•$4m product and system decommissioning costs
FY18 implementation costs were marginally below the range of $50m to
$55m communicated in May 2018 as part of updated FY18 guidance; due
to tight management of transition expenses
$m
$m
($37m)
($82m)
Quantum waveCost to
implement
Gross FY18
benefit
Gross
annualisedbenefit
asat
30Jun ‘18
asat
31Dec ‘18
1Implemented H2 FY17$8m$27m$30m$30m
2Implemented H1 FY18$13m$30m$44m$44m
3Implemented H2 FY18$12m$12m$46m$46m
4
AccelerationImplemented
H2 FY18
$24m--$42m
Total$57m$69m$120m$162m
Strategy: Progress Update
Media
Valuable differentiator as well as acquisition and retention
driver for Spark broadband and mobile –customers with
Lightbox more likely to recommend Spark and rate overall
value of Spark services more highly
(1)
Subscriber numbers continue to grow with Lightbox base
increasing by 37% during FY18; up from 260,000 to over
355,000
Migration to new, future-proofed platform successfully
completed in May 2018: migrated 350k customers
overnight; brand new billing system; 15 new apps with
newly designed interfaces
New revenue streams launched via new platform including
pay-per-view movie service and kids area:10% of
customers have redeemed a movie and gone on to buy at
least one more
15
Focused on standalone monetisation of sports content.
Targeting commercial returns, rather than retention or
acquisition benefits
Secured content rights including World Rugby tournaments
and English Premier League, from 2019 season
To be delivered via standalone world-class sports streaming
distribution platform and technology partnerships
More content announcements to come; expecting to launch
service in early 2019
Working with wider industry to ensure excellent 2019 Rugby
World Cup service across the country
(1)
Based on independent market research
(2)
For more information on Spark’s sports proposition see market release dated 14 August 2018 on our Investor Centre Website: investors.sparknz.co.nz
General entertainmentEmerging sports proposition
(2)
Strategy: Progress Update
Business Sustainability
(1)
16
Focusing on long-term business sustainability
Spark is committed to delivering consistent earnings growth, sustainable
business performance and dividends that in the long term are fully funded
through earnings
Minimising the environmental impacts of our business operations and
helping others be more sustainable
•Spark signed up to Climate Leaders Coalition: group of 60 New
Zealand business leaders committing to tackle climate change
•Although a low emitter due to nature of our business, we robustly
measure and are focused on reducing greenhouse gas emissions
•Continued to roll out more energy efficient technologies, for example
the shut-down of PSTN network -will be replaced with a more efficient
IP-based Converged Communication Network
Cultivating an inclusive workplace of diverse and engaged people
•Spark Board gender mix is now 50:50
•Appointed Spark’s first female Board Chair, Justine Smyth
•Spark Leadership Squad is now 1/3 female
•Introduced Flexible Leave Policy and improved Paid Parental Leave
Policy
•Launched Blue Heart Pledge to demonstrate our commitment to
promoting diversity and inclusion in the workplace with more than
2,700 staff participating to date
Supporting the Spark Foundation to encourage generosity and
unleash potential through digital learning
•Spark Jump: heavily subsidised broadband for families with school-
aged children who cannot afford commercial broadband
•1,049 families connected and we’re expanding the programme with
the support from 65 community partners in 82 locations
•Givealittle“powered by Spark” –New Zealand’s crowdfunding
platform for social good raised a total of $18m in donations in FY18
to help fellow New Zealanders in need
•Spark people donated 1,125 volunteer days in FY18, and donated
over $840k in FY18 via Spark Give –Spark’s payroll giving
programme
Putting in place best practice governance and risk management
procedures
•The Board and management are committed to ensuring that Spark
maintains a high standard of corporate governance and adheres to
high ethical standards.
•The Board also plays a pivotal role in overseeing the strategic
direction of Spark and ensuring the strategy is well executed
Throughout FY18 Spark has continued to focus on environmental, social and governance matters.
Spark is committed to doing the right thing by our shareholders, our people and our customers,
which means being absolutely focussed on the sustainability and wellbeing of our business, the
environment and the wider community
(1)
For more information on Spark’s environmental, social and governance efforts please see Sparks Annual Report and ESG report which can be found on our Investor Centre Website: investors.sparknz.co.nz
Capital Management
Capital Expenditure
Targeted capital expenditure, of 11%-12% of revenue, continues to provide sufficient capacity to
execute on our strategy
Plant, network and core sustain includes ongoing fibre build
programmes to support customer demand for services and
traffic growth across the network, along with investments in
Spark-owned properties
IT systems investment in support of simplification, automation
and digitisation across our products, customer journeys and
systems to remove manually intensive tasks and improve
customer experience. Also includescontinued build of
Telecommunications as-a-Service IT platforms to support
substantial take up of these services by eligible Government
agencies
In line with Spark’s changing revenue mix, the percentage of
capital expenditure (excluding spectrum) spent on mobile
increased to 28% in FY18; up from 25% in FY17. FY18 mobile
investmentfunded continued deployment of Spark’s single
radio access network (SRAN) and Long-Term Evolution (LTE)
sites, increased capacity and coverage for wireless broadband,
and lifecycle investment across the mobile core
Multi-year Converged Communications Network (CCN)
investment will replace the legacy PSTN network and enable
the delivery of future IP based voice services
Reduction in international cable and construction investment
following completion of Tasman Global Access (TGA) cable
build in H2 FY17
17
(1)
IT systems includes investments in core IT systems and Telecommunications-as-a-Service
(2)
Mobile includes investment in standalone mobile assets including capacity in support of wireless
broadband
(3)
Other includes store refits, Lightbox, Qrious and IoT
(4)
International cable includes capacity purchases on Southern Cross cable and investment in
Tasman Global Access cable
CapitalExpenditure ($m)FY16FY17FY18
Plant, network, core sustain and resiliency
79 67 62
IT systems
(1)
59 112 113
Mobile
(2)
77 102 115
Cloud
34 42 39
Other
(3)
35 43 38
Converged Communications Network
3 15 32
International cable construction and capacity
(4)
28 34 14
Re-engineering
66 --
CAPEX excl. mobile spectrum381 415 413
CAPEX excl. mobile spectrum to operating revenue 10.9%11.5%11.3%
Spectrum9 --
Total CAPEX390 415 413
Total CAPEX to operating revenue 11.2%11.5%11.3%
140
142
120
26
0
20
40
60
80
100
120
140
160
FY15FY16FY17FY18
Movement in working capital
(2)
18
$667m
60%
CapitalManagement
Working Capital
Underlying improvement in cash conversion ratio
(1)
strengthened by timing of Quantum
implementation costs, resulting in FY18 cash conversion of 97%. FY19 cash conversion
projected to be~95%, as favourable timing of payables unwinds
(1)
Calculated as operating cash-flow (excluding tax and interest) divided by EBITDA (excluding
impairments,net gains from divestments and share of associate and joint venture net losses)
(2)
Calculated as EBITDA (excluding impairments, net gains from divestments and share of associate and
joint venture net losses)less operating cash-flow (excluding tax and interest)
(3)
Calculated as the average retail price (incl. GST) for devices sold via a deferred payment
arrangement
Key components of movement in working
capital
(2)
between FY17 and FY18
HMB mobile device receivable
Volume of devices sold via a deferred arrangement up 8%
on prior year; due to overall pay-monthly connection growth
and increasing use of deferred payment options to purchase
feature-rich, but higher priced, devices.Demonstrated by
16% increase in average device value
(3)
and strong customer
preference for 24 month rather than 12 month terms; with
97% of deferred devices now on a 24 month term
$52m
Prepayments and accruals
Primarily due to timingof expenditure in support of
procurement and partners revenue growth
$8m
IT services contracts
Furtheron-boardingof customers during FY18, with costs
incurred at the beginning of the contract but recognised over
the life of the contract
$6m
Timing of payables and receivables
Due to benefits of refreshed working capital policiesand
favourable timing of expenses associated with acceleration
of Quantum programme
($25m)
Inventory
Due to reductions in the recognised value of content inventory
(in line with remaining contract periods) and selldown of
hardware in support of procurement and partners revenue
($15m)
Cash conversion
ratio
(2)
85%86%
88%
97%
$m
974
1,036
1,109
1,158
71
73
52
23
(9)
(26)
950
1,000
1,050
1,100
1,150
1,200
H2 FY17Business acquisitions and minority investmentsProceeds from asset salesTop-up of dividendsMovement in handset receivable balanceMovement in other working capitalMisc.H2 FY18
Movement in Net Debt between H2 FY17 and H2 FY18
Spark’s internal capital management policy is to ensure that on a long-run basis reported
net debt
(2)
to EBITDA does not exceed 1.4x; which Spark estimates is approximately
equivalent to Standards & Poor’s 1.5x
(4)
adjusted debt to EBITDA threshold under Spark’s
A-credit rating. Spark’s internal threshold of 1.4x accounts for Standard & Poor’s
adjustmentsin relation to Spark’s captive finance operations
(5)
.
Spark’s 30 June 2018 reported net debt
(2)
to EBITDA ratio of 1.17x is consistent with our
ongoing commitmentto maintaining an A-S&P credit rating, and continues to provide
sufficient funding for:
•Accretive business acquisitions and investments with focus remaining on transactions of
~$100m or less that are close to the core;
•Business as usual operations; and
•Withstanding normal business risks
Rate of net debt growth is expected to slow during FY19 as:
•Earnings growth provides additional funding headroom;and
•Application of refreshed working capital policies maintains cash conversion at ~95%
In the interim Sparkis considering making an offer of unsubordinated, unsecured fixed rate
bonds via its wholly owned subsidiary Spark Finance. If Spark Finance offersthese bondsit
is expected that full details of the offer will be released on 29 August 2018. No money is
currently being sought and applications for the bonds cannot currently be made however if
Spark Finance offers the bonds, the offer will be made in accordance with the Financial
Markets Conduct Act 2013.
(1)
Miscellaneous movements include adjustment for fair value estimate of debt and timing of interest and lease
payments
(2)
Reported net debt at hedged rates as reported in note 5.3 of Spark’s FY18 Annual Report
(3)
Calculated as total FY18 increase in working capital of $26m less FY18 increase in mobile device receivable
balance of $52m
(4)
Includes adjustments for operating leases, share based compensations, a 25% ‘haircut’ of reported cash and
captive finance operations
(5)
As at 30 June 2018 equates to approximately 0.1x reduction in Spark’s adjusted debt to EBITDA ratio
Capital Management
Net Debt
Current net debt to EBITDA ratiocontinues to provide sufficient debt headroom within our S&P A-credit rating; with
net debt increasing by $184m during FY18 due to business acquisitions, payment of dividendsandcontinued
growth in mobile device receivable balance
H2 FY18
(2)
$m
Business
acquisitions
and minority
investments
Top-up of
dividend
Movement in
device
receivable
balance
Timing of
tax and
other misc.
mvmts.
(1)
Movement in
other
working
capita
l(3)
Total movement
in working
capital
$26m
H2 FY17
(2)
Proceeds
from asset
sales
Minority investments, advances to Southern Cross and business acquisitions
including Digital Island, Spark retail stores and Ubiquity
Dividend top-up; $13m higher than FY17 due to suppression of FY18 net
earnings by Quantum implementation costs
Growth in mobile device receivable balance as HMB customers continue to
adopt premium devices
Improvement in other working capital
(3)
due to:
•Ongoing benefits of refreshed working capital policies; and
•Timing of redundancy payments associated with acceleration of
Quantum programme
$71m
$73m
$52m
($26m)
19
20
$667m
60%
Capital Management
Dividend
Our preferred method of shareholder distribution is via a sustainable dividend per share that
in the long-term is fully funded through earnings
Dividend sustainability
Our aspiration, communicated at Spark’s 2017 Investor Day, is to
deliver a sustainable total dividend that is fully funded by earnings
per share of 25c or above
Debt may be used to supplement dividend payments while we
remain on track to sustainably grow earnings per share to 25c or
above:
•During FY18 $73m of debt was used to supplement dividends,
due in part to suppression of net earnings by Quantum
implementation costs
•During FY19 we expect earnings growth to reduce the amount of
any debt required to supplement dividends
•However, annual dividend declarations remain a Board decision
and will continue to be communicated via formal guidance
H2 FY18 dividend declaration
Spark confirms an H2 FY18 total dividend per share of 12.5c made
up of:
•H2 FY18 ordinary dividend per share of 11.0c, to be 75%
imputed; and
•H2 FY18 special dividend per share of 1.5c, to be 75% imputed
17
20
22
22
22
3
3
3
FY14
FY15
FY16
FY17
FY18
Dividend payout (cps)
OrdinarySpecial
21
(1)
FY18 guidance was relative to reported FY17 results excluding net gain from sale of surplus Mayoral Drive carpark land
(2)
Reflects updated FY18 guidance communicated on 25 May 2018
Overall Performance
FY18 Guidance
Financial performance on plan; resulting in all guidance metrics being met
FY18 Guidance
(1) (2)
FY18 Actual
ReportedAdjusted
excluding Quantum
implementation costs
ReportedAdjusted
excluding Quantum
implementation costs
Total Revenues
$3,594m to $3,666m$3,649m
EBITDA
$971m to $991m$1,026m to $1,041m$989m$1,038m
Capex
~$410m$413m
Earnings per Share
~21c~23c21.0c22.9c
Dividend per Share
Total 25.0cps
at least 75% imputed
Total 25.0cps
75% imputed
22
MeasuresTarget
30 June 2018
Actual
30 June 2018
Strategic
enablers
Spark HMB mobileand broadband connections migratedto new plans200kSolidprogress
Average time to approve custom pricing for Spark Digital contracts
(1)
50% reductionAchieved
Transition toscaled Agile operating modelImplemented H2Achieved
Spark Digital offering tiered service modelLaunchedH2Achieved
Deployed 4.5G locations30Exceeded
Foundation IMS capabilitydeployedCommissionedH2Achieved
Significant new automation and digitisationinitiatives completed5Achieved
Percentage ofcustomer journeys designed digital first 70%Achieved
PSTN exchange closuresatleast a further40 closuresExceeded
Lead
indicators
Reductionin monthly Customer Care workload minutes
(2)
10%Exceeded
Proportion of broadband customers on fibre or wirelessbroadband50%Achieved
Market share of UFB connection growth40-45%Not achieved
Wireless broadband connections125kNot achieved
Market
outcomes
Market NPS5 point liftSolid progress
Total mobile revenue growth4%Exceeded
Cloud revenue growth 10-15%Achieved
New Ventures revenue growth incl. new wholesale100%Exceeded
Cyber security revenue growth30%Not achieved
Overall Performance
FY18 Indicators of Success
(1)
This measure replaces the previous Spark Digital ‘core product plan portfolio’ metric as it more clearly tracks the benefits of product and plan simplification
(2)
Workload minutes defined as: interactions answered xaverage handling time
23
FY19 Outlook
Updates to External Reporting
The presentation of Spark’s financial results will change from FY19 onwards; following adoption of new
accounting standards and changes to the disclosure of Spark’s long-term investments. To simplify the comparison
of FY19 results to prior years, restated FY17 and FY18 financials will be published ahead of Spark’s interim FY19
result.
Adoption of new accounting standards
(1)
New approach to disclosure of Spark’s long-
term investments
(2)
NZ IFRS 15: Revenue from contracts with customers
•Required to be adopted during FY19;
•Expected to result in a material change to reported revenues
and EBITDA
NZ IFRS 16: Leases
•Required to be adopted during FY20,however Spark will
early adopt in FY19;
•Expected to result in the shift of operating lease costs,
currently reported within other operating expenses, to
interest, depreciation and amortisation
•Expected to result in a material change to reported EBITDA
Decision made to change the disclosure of Spark’s long-term
investments:
•To better align Spark’s disclosure of operating revenue with
“revenue from contracts with customers” as defined by NZ
IFRS 15
•To apply more appropriate focus on the financial
performance of the operational activities of the business,
with returns from joint ventures and associates tonow be
reported separately
Will not result in a change in reported net earnings however the
following will now be consistently recognised within a new
‘investment income’ category,reported outside of EBITDA:
•Dividend income from Southern Cross;and
•Spark’s share of associates’ and joint ventures’ net profits
and losses
(1)
Further detail of Spark's adoption of new accounting standards is provided in Note6.8 of Spark’s FY18 Financial Statements
(2)
RepresentativeFY17 and FY18 financials, including impacts from the new approach to disclosure of Spark’s long-term investments, are provided on page 28 of this presentation
FY19 guidance is being provided excludingimpacts from adoption
of these new standards.
Once restated FY17 and FY18 financials are published, FY19
guidance will be translated to includeimpacts from adoption of
these new standards
FY19 guidance is being provided includingimpacts from this new
approach to disclosure
24
FY18 Actual
Updated for newapproach to disclosure of
Spark’s long-term investments
FY19 Guidance
(1)
Updated for newapproach to disclosure of
Spark’s long-term investments
ReportedAdjusted
excludingQuantum
implementation costs
Total Revenues
$3,599m
excludes $50m Southern Cross dividend
$3,600m to $3,670m
excludes projected $10m-$20m Southern Cross dividend
EBITDA
$942m$991m$1,025m to $1,055m
excludes $50m Southern Cross dividend and ($3m) loss from associates’ and joint
ventures
excludes projected $10m-$20m Southern Cross dividend and
profits and losses from associates’ and joint ventures’
Capex$413m~$410m
Earnings per
Share
21.0c22.9c23c to 24c
Dividend per
Share
Total 25.0cps
75% imputed
Total 25.0cps
at least 75% imputed
(2)
(1)
Guidance subject to no adverse change in operating outlook
(2)
Likely to be made up of an ordinary dividend determined by earnings, topped up by a special dividend to maintain a total dividend per share of 25.0c
FY19 Outlook
Guidance
(1)
FY19 earnings per share expected to be
between23c and 24c
As part of our June 2017 Investor Update we
outlined our dividend aspiration:
•To deliver a sustainable total dividend that is
fully funded by earnings per share of 25c or
above -timing uncertain
•While earnings per share remain below 25c
Spark may choose to use debt to supplement
earnings
Subject to no adverse change in operating
outlook Spark anticipates paying a total FY19
dividend per share of 25.0c that is likely to be
made up of:
•An ordinary dividend determined by
earnings
•Topped up by a special dividend to
maintain a total dividend per share of
25.0c
25
FY19 Outlook
Dividend and Imputation
Spark’s capacity to fully impute dividends has
progressively reduced over time due to:
•Maintaining a dividend payout ratio above
100% of earnings for a sustained period;
•Differences between reportable earnings
and taxable earnings; and
•Timing differences between when dividends
are paid, when provisional tax is paid and
when the imputation measurement date
occurs
Therefore to best balance long term yield and
tax efficiency, Spark expects to at least 75%
impute FY19 dividends. This will enable the
fastest return to full imputation.
ImputationDividend
26
MeasuresTarget
30 June 2019
Technology
evolution
Clear pathway to 5G including spectrumentitlementsby end of H2
Proportion of broadband customers off copper60%
Launch of wireless broadband and Voice over LTE (VoLTE) products to rural customers using
the RuralConnectivity Group (RCG) network
by end of H2
PSTN exchange closures completed during FY19at least a further 100 closures
Voice-only copper connections substituted to wirelessdouble connections to 30k
Sports media service tested and ready for RWC deliveryby end of H2
Ways of working
Full implementation of scaleAgile operating modelby end of H1
Percentage of Agile squads at or above level 3 Agile maturity80%
Diverse and inclusive workplace showing through in employee NPS7 point lift
Annualised net labour costs at $470m or lessby end of H1
Digital and data
adoption
Percentage of new customer journeys implemented digital first85%
Reductionin monthly Customer Care workload minutes
(1)
10% to 15%
Winning in market
Spark consumer market NPS5 pointlift
Total mobile service revenue growth5%
Cloud, security and service management revenue growth15%
Number of Internet of Things products launched4to 6
Increase in number of customers actively using two or more digital services15%
FY19 Outlook
Indicators of Success
(1)
Workload minutes defined as interactions answered x average handling time
Appendix
27
28
FY19 Outlook
Updates to External Reporting
FY19 guidance is being provided includingimpacts from Spark’s new approach to disclosure of
long-term investments. To enable prior year comparisons FY17 and FY18 financials are provided
below on a basis consistent with that used for FY19 guidance.
Reported
excludingimpacts from new
disclosures
Change in disclosure of
Southern Cross Dividends
Change in disclosure of
associates’ and joint
ventures’ net profits and
losses
Reported
includingimpacts from new
disclosures
FY17
$m
FY18
$m
FY17
$m
FY18
$m
FY17
$m
FY18
$m
FY17
$m
FY18
$m
Operating revenues and other
gains
3,6143,649(61)(50)3,5533,599
Operating expenses(2,594)(2,657)(2,594)(2,657)
Share of associates’ and joint
ventures’ net losses
(4)(3)43--
EBITDA1,016989(61)(50)43959942
Depreciation and amortisation(430)(434)(430)(434)
Net finance expense(26)(30)(26)(30)
Investment income--6150(4)(3)5747
Net earnings before tax560525----560525
Income Tax expense(142)(140)(142)(140)
Net earnings418385----418385
Disclaimer
29
This announcement may include forward-looking statements regarding future events and the future financial
performance of Spark New Zealand. Such forward-looking statements are based on the beliefs of and assumptions
made by management along with information currently available at the time such statements were made.
These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’, ‘estimate’,
‘expect’, ‘intend’, ‘will’, ‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions. Any statements in this
announcement that are not historical facts are forward-looking statements. These forward-looking statements are not
guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other
factors, many of which are beyond Spark New Zealand’s control, and which may cause actual results to differ
materially from those projected in the forward-looking statements contained in this announcement.
Factors that could cause actual results or performance to differ materially from those expressed or implied in the
forward-looking statements are discussed herein and also include Spark New Zealand's anticipated growth
strategies, Spark New Zealand's future results of operations and financial condition, economic conditions and the
regulatory environment in New Zealand, competition in the markets in which Spark New Zealand operates, risks
related to the sharing arrangements with Chorus, other factors or trends affecting the telecommunications industry
generally and Spark New Zealand’s financial condition in particular and risks detailed in Spark New Zealand's
filings with NZX and ASX. Except as required by law or the listing rules of the stock exchanges on which Spark New
Zealand is listed, Spark New Zealand undertakes no obligation to update any forward-looking statements whether
as a result of new information, future events or otherwise.
Spark New Zealand
Group result - reported
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues and other gains1,7231,7741,7931,8211,8221,827
Operating expenses1,2661,2401,3201,2741,3581,299
Share of associates' and joint ventures' net losses(2)(3)(2)(2)(1)(2)
EBITDA455531471545463526
Depreciation and amortisation expense224222215215214220
Net finance expense131513131416
Net earnings before income tax218294243317235290
Tax expense608265776377
Net earnings for the period158212178240172213
Group result - adjusted
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues and other gains1,7231,7741,7931,8211,8221,827
Adjusted operating expenses1,2661,2401,3201,2741,3451,263
Share of associates' and joint ventures' net losses(2)(3)(2)(2)(1)(2)
Adjusted EBITDA455531471545476562
Depreciation and amortisation expense224222215215214220
Net finance expense131513131416
Adjusted net earnings before income tax218294243317248326
Adjusted tax expense608265776787
Adjusted net earnings for the period158212178240181239
EBITDA by business unit
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
EBITDA$m$m$m$m$m$m
Spark Home, Mobile & Business417426411442420451
Spark Digital176201178206179221
Spark Connect & Platforms(192)(169)(179)(169)(174)(152)
Spark Ventures & Wholesale707563665852
Corporate(16)(2)(2)-(20)(46)
455531471545463526
Spark presents adjusted EBITDA and adjusted net earnings when the year includes significant items greater than $25
million. FY18 included $49 million of costs of change incurred within the Corporate Centre and adjusted EBITDA and
adjusted net earnings for the year are as follows:
The tax effect on costs of change in H1 FY18 is $4m and in H2 FY18 is $10m. There were no adjusting items in FY16 or
FY17.
Spark New Zealand
Gross margin
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Gross margin
$m$m$m$m$m$m
Total Spark Group9761,0181,0051,0631,0241,056
Mobile334352366395391410
Broadband129120121131133136
Cloud, security and service management94105123140147157
Connections
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
000's000's000's000's000's000's
Mobile connections2,2122,2932,3532,3922,4372,458
Voice connections
1
744713670622552466
Broadband connections
Copper615564497431384346
Fibre5899138172206238
Wireless2124084104116
675675675687694700
Group FTE's
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
FTE permanent5,0235,2415,6645,5545,3845,266
FTE contractors 301328279220230241
Total FTE5,3245,5695,9435,7745,6145,507
Dividends
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Ordinary dividends (cents per share)11.0011.0011.0011.0011.0011.00
Special dividends (cents per share)1.501.501.501.501.501.50
12.5012.5012.5012.5012.5012.50
1
Voice connections now include all voice technology types, including ISDN, VOIP and wireless voice. Connections for
prior periods have been updated to ensure consistency. Voice connections exclude connections where Spark also
provide a bundled broadband service, but include all wholesale voice connections (including those where the
underlying customer has a bundled broadband service).
Spark New Zealand
Operating revenues and other gains by business unit
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Operating revenues and other gains$m$m$m$m$m$m
Spark Home, Mobile & Business1,0081,0251,0191,0211,0341,031
Spark Digital557575614623633630
Spark Connect & Platforms222324282743
Spark Ventures & Wholesale131134120124119121
Corporate264135462822
Eliminations(21)(24)(19)(21)(19)(20)
1,7231,7741,7931,8211,8221,827
Group operating revenues and other gains
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues
Mobile
Service revenue371379383398406411
Other mobile revenue192192205211229234
563571588609635645
Voice
Landline only169166155143130120
Calling153164142134124120
Videoconferencing242327272527
Other voice revenue151414131313
361367338317292280
Broadband339346344345341344
Cloud, security and service management117140154170181192
Procurement and partners152147176169183170
Managed data and networks1181111051029694
Other operating revenue739288899492
Total operating revenues1,7231,7741,7931,8011,8221,817
Other gains---20-10
Total operating revenues and other gains1,7231,7741,7931,8211,8221,827
Wireless broadband revenues and connections are included in broadband revenues and connections.
Spark New Zealand
Revenue classification changes
Revenue typeServices providedPrevious categoryNew category
CloudIT services
SecurityIT services
Service managementIT services
ProcurementIT services
PartnersIT services
VideoconferencingIT services
NetworksIT services
MobilityIT services
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Cloud, security and service management117140154170181192
Procurement and partners152147176169183170
Networks221920232323
Videoconferencing242327272527
Other operating revenue77710814
Previous IT services revenue category322336384399420426
Spark has revised some of the categories of operating revenues presented to provide greater insight into the drivers of
business performance. This has resulted in the disaggregation of the previously reported ‘IT services’ revenue category
as outlined below:
Cloud, security and service
management
Cloud, security and service
management
Cloud, security and service
management
Other operating revenue
Managed data and networks
Voice
Procurement and partners
Procurement and partners
Machine to machine revenue.
A reconciliation of the new revenue categories to an equivalent of the previously reported 'IT services' revenue
category is provided below:
Includes IaaS, DaaS, PaaS, public cloud
resale and related consulting and managed
services. Also includes data centre co-
location and managed infrastructure.
Proactive monitoring and managed services
for customer networks.
Video and audio conferencing, including
Skype for Business and contact centre
solutions.
Partner provided IT services, primarily in the
regions where Spark does not have a
presence.
Procurement of hardware and software on
behalf of customers.
IT managed services including service desk,
incident management, problem
management, change management,
configuration management and release
management.
Cyber security services.
Spark New Zealand
Financial breakdown by business unit - Spark Home, Mobile & Business
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues
Mobile467471486506529541
Voice186189169152142130
Broadband324332330330327328
Cloud, security and service management444453
Procurement and partners323222
Managed data and networks333222
Other operating revenue212424252725
1,0081,0251,0191,0211,0341,031
Operating expenses
Labour586070666357
Other operating expenses519522524496536507
Internal expenses141714171516
591599608579614580
EBITDA417426411442420451
EBITDA margin41.37%41.56%40.33%43.29%40.62%43.74%
Analysis & KPI's - Spark Home, Mobile & Business
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Voice revenue by type$m$m$m$m$m$m
Landline only898281726761
Calling869778716660
Other voice revenue111010999
186189169152142130
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Connections000's000's000's000's000's000's
Broadband connections659659659671676681
Voice only connections227218203201188181
Spark New Zealand
Financial breakdown by business unit - Spark Digital
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues
Mobile828487848782
Voice10710910810898100
Broadband151414151313
Cloud, security and service management113136150166176189
Procurement and partners149145173167181168
Managed data and networks888481827778
Internal revenue33111-
557575614623633630
Operating expenses
Labour949511010111288
Other operating expenses283274322312339318
Internal expenses454433
381374436417454409
EBITDA176201178206179221
EBITDA margin31.60%34.96%28.99%33.07%28.28%35.08%
Analysis & KPI's - Spark Digital
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Voice revenue by type$m$m$m$m$m$m
Landline only323330302625
Calling505250504647
Videoconferencing242327272527
Other voice revenue111111
10710910810898100
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Connections000's000's000's000's000's000's
Broadband connections161616161616
Voice only connections135136132121112106
Spark New Zealand
Financial breakdown by business unit - Spark Connect & Platforms
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues and other gains
Mobile233447
Voice433333
Other operating revenue161718212023
Other gains-----10
222324282743
Operating expenses
Labour777076837466
Other operating expenses136121127113127127
Internal expenses21----
215192203196201193
Share of associates' and joint ventures' net profits /
(losses)
1--(1)-(2)
EBITDA(192)(169)(179)(169)(174)(152)
Analysis & KPI's - Spark Connect & Platforms
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Voice revenue by type$m$m$m$m$m$m
Calling433333
Spark New Zealand
Financial breakdown by business unit - Spark Ventures & Wholesale
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues
Mobile121312151515
Voice646658544947
Broadband----13
Managed data and networks272421181714
Other operating revenue101011171922
Internal revenue182118201820
131134120124119121
Operating expenses
Labour76881113
Other operating expenses505048504955
Internal expenses11--11
585756586169
Share of associates' and joint ventures' net losses(3)(2)(1)---
EBITDA707563665852
EBITDA margin53.44%55.97%52.50%53.23%48.74%42.98%
Analysis & KPI's - Spark Ventures & Wholesale
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Voice revenue by type$m$m$m$m$m$m
Landline only485144413734
Calling13121110910
Other voice revenue333333
646658544947
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Connections000's000's000's000's000's000's
Broadband connections----12
Voice connections
1
382359335300252179
Voice only connections898276706354
Mobile connections
2
343533324040
2
Mobile connections exclude MVNO connections.
1
Includes all wholesale voice connections (including those where the underlying customer has a bundled broadband
service).
Spark New Zealand
Financial breakdown by business unit - Corporate
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Operating revenues and other gains
Other operating revenue264135262822
Other gains---20--
264135462822
Operating expenses
Labour161414141713
Other operating expenses
1
262821313055
Internal expenses--1---
424236454768
Share of associates' and joint ventures' net losses-(1)(1)(1)(1)-
EBITDA(16)(2)(2)-(20)(46)
1
Includes costs of change
Analysis & KPI's - Corporate
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Southern cross dividends264035262822
Costs of change----1336
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Connections000's000's000's000's000's000's
Broadband connections----11
Spark New Zealand
Analysis & KPI's - Mobile (Spark Home, Mobile & Business and Spark Digital)
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Mobile revenue by type$m$m$m$m$m$m
Mobile service revenue365373376390398403
Other mobile revenue
1
184182197200218220
549555573590616623
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
Average revenue per user (ARPU) - 6 month active
$ per
month
$ per
month
$ per
month
$ per
month
$ per
month
$ per
month
Total ARPU28.4427.8927.7127.6828.2227.85
Pay-monthly ARPU46.5545.9945.5945.8845.3744.35
Prepaid ARPU11.7211.8711.6511.7512.4612.45
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
000's000's000's000's000's000's
Pay-monthly connections1,0351,0561,0851,1081,1481,178
Prepaid connections1,1391,1981,2311,2481,2451,236
Internal connections444444
Total mobile connections2,1782,2582,3202,3602,3972,418
1
Other mobile revenue includes handset sales and mobile interconnect.
Number of mobile connections at period end - 6
month active
Spark New Zealand
Group operating expenses
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Payments to telecommunications operators
1
Baseband and access charges717874696458
Other intercarrier costs434847495051
Broadband cost of sales210226223214208208
Field services1087766
334360351339328323
Mobile acquisition, procurement and IT services
Mobile cost of sales229219222214244235
IT services cost of sales184177215205226213
413396437419470448
Labour252245278272276237
Other operating expenses
Direct network costs383131293131
Computer costs383640424143
Accommodation costs474550495451
Advertising, promotions and communication453241285133
Bad debts11119979
Impairment expense-92-16
Costs of change----1336
Other887581878682
267239254244284291
Total operating expenses1,2661,2401,3201,2741,3581,299
Depreciation and amortisation expense
Depreciation126122122128129134
Amortisation9810093878586
224222215215214220
Net finance expense
Finance income(9)(9)(8)(8)(8)(8)
Finance expense222421212224
131513131416
Adjusted operating expenses
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Total operating expenses1,2661,2401,3201,2741,3581,299
Less: costs of change----(13)(36)
Adjusted operating expenses1,2661,2401,3201,2741,3451,263
1
Broadband related Unbundled Copper Local Loop (UCLL) costs have been reclassified from 'baseband and access
charges' to ‘broadband cost of sales’ to align the classification of copper broadband inputs with the existing
classification of fibre broadband inputs. Total payments to telecommunications operators remains unchanged.
Spark New Zealand
Group capital expenditure
H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18
$m$m$m$m$m$m
Cloud102422201920
Converged Communications Network (CCN)-33121715
International cable construction and capacity
purchases
217142014-
IT systems174260526449
Re-engineering of IT systems4224----
Mobile network581969338926
Plant, network and core sustain and resiliency532636313824
Other152020232117
Total capital expenditure excluding mobile spectrum216165224191262151
Mobile spectrum-9----
Total capital expenditure216174224191262151
Capital expenditure is presented on an accruals basis.
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.