Serko FY19 Full-Year Results Announcement
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
Market Release
22 May 2019
AUDITED FINANCIAL RESULTS FOR THE YEAR ENDING 31 MARCH 2019
Serko establishes foundations for Northern Hemisphere growth
Ongoing growth in core Australasian business and acquisition of US expense management provider InterplX
1
underpins FY2019 financial results, while strategic investment into Zeno functionality and new content
integration lay groundwork for growth in new markets.
Highlights:
• Total Operating Revenue
2
rose 28% to $23.4 million (at upper end of guidance range of 20-30%).
• Recurring Product Revenue rose 26% to $20.7 million and total income (including grants) increased 28%
to $24.6 million.
• EBITDAF
3
was $2.6 million up 19% from $2.2 million in the prior year.
• Serko remained profitable with profit after tax of $1.6 million.
• Travel booking transactions grew 17% on the previous year.
• Peak Annualised Transactional Monthly Revenue (ATMR)
4
rose 41% to $26.0 million lifted by the
acquisition of InterplX (effective from 1 January 2019
1
); excluding InterplX ATMR increased 23% to
$22.5 million.
• Operating expenses increased by 32% to $23.3 million reflecting investment into international
expansion and extraordinary expenses.
• Research and Development (R&D) costs increased by 87% to $9.2 million representing the significant
investment in platform development for expansion into new markets.
• Of the $9.2 million of R&D costs, Serko capitalised $6.7 million as we moved into the build phase for
Zeno to deliver our platform functionality to new customers and geographies.
• Oversubscribed capital raise of $15.0 million ($14.3 million net of costs) completed in August 2018
provided funding for expansion into new markets and strategic acquisitions.
• Cash balances of $15.7 million as at 31 March 2019 included the net funds received from the capital
raise of $14.3 million. Cash burn for the year was $3.8 million excluding those funds.
Corporate travel and expense management leader Serko (NZX:SKO, ASX:SKO) today reported continued strong
growth in its maturing Australasian business and good progress laying the foundations for growth into new
northern hemisphere markets.
Total Operating Revenue for the year to 31 March 2019 rose 28% to $23.4 million from $18.3 million in the same
period a year ago, a result that is at the upper end of guidance
5
. Unfavourable exchange rate movements in the
second half negatively impacted revenue by approximately 1%. Recurring revenue rose 26% to $20.7 million from
$16.4 million in the same period a year ago. Within this result there is a three-month contribution of $0.9 million
related to the acquisition of US expense management business InterplX.
Revenue growth reflected the performance of Serko’s established Australasian business, which continues to
benefit from growing penetration and the adoption of Zeno, our premium platform. Serko gained additional
customers and experienced an uplift in Average Revenue per Booking.
2
In line with expectations, the North America and European markets made a small but growing contribution to
group revenue.
Peak fourth quarter ATMR (excluding the contribution from InterplX), an indicator of future recurring product
revenue, rose 23% to $22.5 million from $18.4 million at the same time a year ago. Including InterplX, peak ATMR
rose 41% to $26 million.
SUMMARY FINANCIAL RESULTS
Years ended 31 March
FY19
NZ$m
FY18
NZ$m
Net increase/
(decrease)
Revenue:
Travel Platform Revenue 15.95 13.28 20%
Expense Platform Revenue 2.71 1.54 76%
Supplier Commission Revenue 1.54 1.29 19%
Other Product Revenue 0.46 0.33 40%
Recurring Product Revenue 20.66 16.44 26%
% Total Revenue (excluding Grants) 89% 90% (1%)
Services Revenue 2.70 1.84 47%
Total Operating Revenue 23.36 18.28 28%
Other Income 1.22 0.99 22%
Total Income 24.58 19.27 28%
Operating Expenses (excluding D, A &F) (21.99) (17.09) 29%
EBITDAF
2
2.59 2.18 19%
Net Finance Income 0.29 0.41 (30%)
Fair Value Remeasurement of Contingent
Consideration
(0.29) - n/a
Depreciation and Amortisation (D&A) (1.05) (0.59) (76%)
Net Profit Before Tax 1.55 2.00 (23%)
Income Tax Benefit (Expense) 0.09 (0.17) 151%
Net Profit After Tax 1.63 1.83 (11%)
Net Cash Held
15.73
5.23
201%
Employees (FTE) 173 106 63%
Operating expenses were up 32% reflecting the investment into personnel, premises and development for global
expansion as well as one-off costs associated with Serko’s ASX foreign-exempt listing completed in June 2018 and
professional fees related to the purchase of InterplX.
Excluding non-cash costs, operating costs increased by $4.9 million. Non-cash costs included $0.5 million in
depreciation and amortisation and a further $0.3 million related to the acquisition of InterplX.
3
Consideration for the InterplX acquisition was by way of issuance of Serko shares, half of which is deferred and
contingent on InterplX achieving key milestones. As a result, the liability for the deferred component of this
acquisition will vary according to the trading price of the shares at balance date and up until the shares are issued.
An increase in the Serko price therefore results in an accounting entry that reduces Serko’s profit and increases
the contingent consideration liability which is then extinguished on share issue. The final number of shares issued
is subject to InterplX meeting the revenue targets as set out in the purchase agreement.
Earnings before interest, tax, depreciation, amortisation and fair value remeasurement on contingent
consideration (EBITDAF) was 19% up at $2.6 million compared to the prior year at $2.2 million, ahead of guidance.
Net profit after tax (NPAT) was $1.6 million down marginally on the prior year’s $1.8 million, affected by the non-
cash fair value remeasurement adjustment for the deferred consideration relating to the InterplX acquisition. The
result reflects Serko’s determination to deliver a positive bottom line result, while still investing to take advantage
of the significant growth opportunities it sees around the world.
Serko transitioned from a research and discovery phase in the Northern Hemisphere to a development and
delivery phase. This required considerable Zeno development work, including porting a broad range of new
content (including rail) onto the Zeno platform.
Reflecting this development work, we have capitalised more development costs than we did in the 2018 financial
year. Total R&D expenses were up 87% to $9.2 million, with $6.7 million capitalised compared to the prior year
of $0.4 million. While this is a considerable investment, we are building to deliver on signed agreements with
Northern Hemisphere Travel Management Companies (TMCs) and there are a number of corporates we expect
to take up Zeno once the development work is completed.
Serko Chairman Simon Botherway said: “Serko has delivered another successful year. In the Australasian business
we have benefited from growing transactions and increasing Average Revenue per Booking as we both gain new
customers and more customers transfer to our premium Zeno travel and expense management solution.
“In the new North American and United Kingdom (UK) markets, it is very pleasing to note the number, and market
presence, of those TMCs who have signed agreements to roll out Zeno to their customers, including Carlson
Wagonlit Travel in the US, one of the world’s largest TMC’s.
“Demand for Zeno in North America has exceeded our in-house capacity to deliver. In response, we have boosted
our resourcing and prioritised development as we configure Zeno to meet the operational and marketing needs
of these customers. This includes integrating complex travel content and associated services, as well as
customised TMC integration work.
“Our expanded team and the use of contractors will result in the progressive delivery of the commercial Zeno roll
out in the US commencing early in the second half of the 2020 financial year. This investment will result in another
year of cash burn, however this is an extraordinary level of investment, which is subsequently expected to
normalise in the 2021 financial year. We expect to accommodate this investment within our existing balance
sheet resources. We anticipate that the customer agreements we have signed to date will generate strong
revenue and EBITDAF growth in years to come.
“Meanwhile, we have improved our ability to service these customers with the acquisition of InterplX, which
enhances our suite of expense management solutions and gives us a US-based software development capability
close to our North American TMC partners.
4
“We remain well funded following the completion of an oversubscribed $15.0 million ($14.3 million net of costs)
capital raising in August 2018. Serko ended the financial year with a net $15.7 million of cash on hand, having
invested a net $3.8 million of our cash reserves primarily into system development for international growth.
“Serko remains focused on delivering on the strong potential the company sees in new markets as well as
continuing to drive the uptake of its services, particularly its premium Zeno solution.”
GROWTH STRATEGY
Serko Chief Executive and Co-Founder Darrin Grafton said: “The strategic focus on growing Average Revenue per
Booking and increasing Serko’s customer base has underpinned the company’s financial performance. Meanwhile
Serko has laid the foundations for sustained growth in new markets.
“The first thing we had to do in Europe and North America was validate Zeno and we are delighted with the
response we have received over the last year. Zeno resonates in these markets and the pipeline of customers
continues to grow. The demand for Zeno demonstrates that Serko is leading technological innovation in the
sector.
“Investment for these markets has seen our headcount increase to 173 from 106 at the same time a year ago.
We have made new hires at all levels of the company to increase the speed of development and ensure readiness
for global deployment, configuration and support.
“We are currently in the development phase of Zeno as a global platform for the future. We are evolving the
product, recognising the differing systems and processes used within each new market and, of course, porting
the relevant content to Zeno. Over the 2020 financial year the benefits of that ongoing investment will become
apparent as we move from start-up to scale-up in those markets.
AUSTRALASIA
“Thanks largely to the Australasian market, where Serko enjoys a sizable market share of all corporate travel
bookings, we lifted recurring revenues in the 12 months to 31 March 2019. This included a 20% lift in travel
platform revenues and a 19% increase in content revenues. Expense platform revenues rose by 76%, including
the contribution from InterplX.
“In excess of 85% of our TMC’s in the Australasian region have agreed to make Zeno available to their customers
and are actively promoting the benefits of Zeno. We have seen a steady migration of customers to Zeno from
Serko Online.
“With Tandem (Air New Zealand’s TMC) signing last year and now Orbit (House of Travel’s corporate travel arm)
signing this year and choosing Zeno as their preferred booking tool, we have gained blanket coverage of the
Australasian corporate travel and expense management market for all the medium and large TMCs.
“We migrated Tandem’s customers to our platform during the first quarter of the financial year and have started
to roll out our solutions to Orbit’s customers in New Zealand and Australia. In addition, Serko and Flight Centre
have agreed a four-year extension of services which resulted in an uplift to revenue from October 2018 onwards.
“These agreements give us confidence that we can continue to extend our share of what is now a maturing market
in Australasia and grow Average Revenue per Booking, while continuing to benefit from growth in the market as
a whole.
5
NORTH AMERICA AND EUROPE
“In the US we signed Flight Centre, CWT and Direct Travel as new TMC customers for the Zeno platform, and we
expect these TMCs to be able to progressively extend the offering beyond ‘beta’ customers in the second half of
the 2020 financial year.
“In Canada we signed the Custom Travel Solutions and Voyages Encore Travel TMCs and we are working to
complete content integration, language features and system optimisation for both clients.
“In the UK we integrated UK rail content to Zeno for these customers, which is essential for UK corporates as they
compare travel itinerary alternatives.
“The intensive development programme underway is key to setting the foundations for scale for both our TMCs’
operational needs and the corporations that will use our software.”
TECHNOLOGICAL INNOVATION
“Our efforts to grow Average Revenues per Booking and customer numbers have been supported by the third leg
of our strategy: continued technological innovation.
“We achieved a world first when Zeno received IATA certification of its connection to the Qantas Distribution
Platform (QDP). Qantas, via QDP, is among the first airlines making use of the New Distribution Capability (NDC)
data transmission standard, which allows Zeno customers to access key Qantas travel-related content such as
frequent flyer information and seat and meal select.
“Similarly, we also connected Zeno to the NDC Exchange, a distribution service developed by APTCO and SITA
based on the NDC standard. Through this relationship Zeno gained access to Air Canada and British Airways
travel-related content.
“NDC is becoming the new platform for distribution in the sector and we have demonstrated a market-leading
capability to link to NDC-enabled systems or via legacy systems. These partnerships provide blueprints for how
we can link with other airlines using the NDC standard in the future and deliver new opportunities to grow travel
content related revenues.
“Zeno is also assisting our TMC’s to stay ahead of competing technological innovations in the sector. In the prior
year we assisted Flight Centre with its migration to the Sabre global distribution system and this year developed
and launched Flight Centre’s Savi platform.
“We have also integrated ride sharing service Uber with our expense management tools. This allows trip
information to be sent directly from an Uber for Business account to a Zeno user’s expense report. Finally, we
have continued to invest in the resilience of the platform to ensure it can accommodate the growing demands on
our infrastructure” Mr Grafton said.
OUTLOOK
“Serko is in an exciting transitionary phase as we invest in the development of our global travel and expense
management platform for the future. Over the year we expect to make significant progress in completing
development and the commercial roll out of Zeno for each new international market. We expect Northern
Hemisphere revenues to ramp up particularly in the second half” Mr Botherway said.
6
“Internationalisation and the integration of new content and services are critical to delivery of the three pillars
of our strategy – (1) growing our customer base; (2) making more revenue from each travel booking made through
our platform; and (3) continuing to innovate and drive the development and adoption of our technology.
“It is still too early to be definitive about the outcome for the 2020 financial year. However, at this stage we expect
Total Operating Revenue growth of between 20% and 40% in the year to 31 March 2020. As we remain in the
build phase and have a significant development workload ahead of us, we have prioritised delivery to the markets
and customers that represent the best opportunity for Serko. As EBITDAF is a small margin of revenue, the
reported EBITDAF will be dependent on the revenue growth we achieve and the extent of capitalisation of
internally developed software. Further guidance will be provided at our Annual Shareholders Meeting in August,”
Mr Botherway said.
Notes:
Non-GAAP (generally accepted accounting practices) financial measures do not have standardised meanings prescribed by
GAAP and therefore may not be comparable to similar financial information presented by other entities. The Non-GAAP
financial information included in this release has not been subject to review by the auditors. Non-GAAP measures are used
by management to monitor the business and are useful to provide information to investors to assess business
performance. A reconciliation of Net Profit to EBITDAF can be found in the Annual Report and Investor Presentation dated
the same date as this announcement.
1
Serko acquired US based expense management software company, InterplX Inc on 20 December 2018 in exchange for
shares of Serko with 50% issued on completion and 50% issued on 31 January 2020. The InterplX results are included in the
consolidated results from 1 January 2019.
2
Total Operating Revenue is revenue excluding income from grants and finance income, while Total Income includes grants.
3
EBITDAF is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation,
Depreciation, Amortisation and Fair value remeasurement on contingent consideration. Serko uses this as a useful indicator
of cash profitability.
4
Peak ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful
indicator of recurring revenues from Serko products, based on the monthly transactions and average revenue per booking
(for its travel platform revenue) and monthly active user charges (for its expense platform revenue). This is calculated on an
annualised basis on a constant currency basis based on the daily weekday average multiplied by standard 260 weekdays in a
year. Peak ATMR month was February for both 2018 and 2019 financial years.
5
In December 2018 Serko said it expected revenue for the 2019 financial year to rise between 20% and 30% over the result
achieved in the 2018 financial year. It also said EBITDA would be in line with prior year.
ENDS
For investor relations queries please contact:
Susan Putt
Chief Financial Officer
Serko +64 9 309 4754 or +64 21 388 009
investor.relations@serko.com
7
For media relations queries please contact:
Nick Whitehead
Head of Marketing
Serko +64 21 892 996
nick.whitehead@serko.com
About Serko
Serko is a market leading travel and expense technology solution in Australasia, used by over 6,000 corporate
entities and Travel Management Companies who combined book more than AUD $6 billion of travel a year
through Serko’s platforms. Zeno is Serko’s next generation travel management application, using intelligent
technology, predictive workflows, and a global travel marketplace to transform business travel across the entire
journey. Listed on the New Zealand Stock Exchange Main Board (NZX:SKO) and Australian Securities Exchange
(ASX:SKO). Serko employs more than 170 people worldwide, with its headquarters in New Zealand, and offices
across Australia, China, India, and the U.S. Visit www.serko.com for more information
---
Serko Limited, Saatchi Building, Unit 14D 125 The Strand, Parnell, Auckland, New Zealand
PO Box 47-638, Ponsonby, T: +64 9 309 4754, F: +64 9 377 0545, company.secretary@serko.com
Incorporated in New Zealand ARBN 611 613 980
Serko Limited
Results for Announcement to the Market
Reporting Period 12 months to 31 March 2019
Previous Reporting Period 12 months to 31 March 2018
Currency NZD
12 months ended
31 March 2019
(NZD$000)
Percentage change
Revenue from ordinary
activities
23,361 Up 27.8%
Profit (loss) from ordinary activities
after tax attributable
to security holder
1,633 Down 10.9%
Net profit (loss) attributable to
security holders
1,633 Down 10.9%
Dividends Amount per security Imputed amount per security
No Dividend declared Not Applicable Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Net tangible assets March 2019 March 2018
CENTS (NZD) CENTS (NZD)
Net tangible assets per
security
19.38 9.04
Commentary on results
Net tangible assets per security increased due to higher level of capitalisation of internally developed software. Refer to
page 26 of the Annual Report, management commentary on research and development costs.
For additional commentary on the results, please refer to the Management Commentary in the Annual Report, and the
Annual Report generally.
Financial information
This Appendix 1 should be read in conjunction with the audited consolidated financial statements contained in the Annual
Report for the year ended 31 March 2019, and the Annual Report generally.
The audited consolidated financial statements for the year ended 31 March 2019 have been prepared in accordance
with Generally Accepted Accounting Practice in New Zealand and comply with New Zealand equivalents to
International Financial Reporting Standards (“NZIFRS”). Further detail on the accounting policies adopted is set out in
the notes to the financial statements.
Pursuant to ASX listing rule 1.15.3, Serko Limited confirms that it continues to comply with the rules of its home exchange
(NZX Main Board).
Copies of Serko’s prior Annual Reports and Interim Reports can be found on Serko’s
website, at www.serko.com/investor-centre/.
Susan Putt,
Chief Financial Officer
Serko +64 9 309 4754 or +64 21 388 009
investor.relations@serko.com
22 May 2019
---
2019
RESULTS
PRESENTATION
•This presentation has been prepared by Serko Limited.
•All information is current at the date of this presentation, unless stated otherwise. All currency amounts are in NZ dollarsunless stated otherwise.
•Information in this presentation
•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of securities in Serko
Limited for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial product, or investment advice;
•should be read in conjunction with, and is subject to, Serko’s Annual Report, market releases and information published on Serko’s website (www.serko.com);
•includes forward-looking statements about Serko and the environment in which Serko operates, which are subject to uncertainties and contingencies outside of Serko's
control –Serko's actual results or performance may differ materially from these statements.
•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication of future
performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or completeness of such
information.
•Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information presented by
other entities. The non-GAAP financial information included in this release has not been subject to review by auditors. Non-GAAP measures are used by management to
monitor the business and are useful to provide information to investors to assess business performance.
Disclaimer
2
CEO Introductions
Strategic Update
Financial Highlights
Outlook
3
Darrin Grafton
4
STRATEGIC UPDATE
5
TECHNOLOGY INNOVATION
Zeno grew from a concept to a complete product and was deployed globally across
hundreds of customers
•Zeno was the first online travel and expense solution globally to be certified NDC* Level 3 by IATA, with
NDC solutions rolled out with ATPCO NDC Exchange and a strategic alliance with Qantas
•We built and launched SAVI, a unique solution customised for Flight Centre, and secured an ongoing
technology development fund for customising SAVI features
•We built and launched the AskZenochatbot and rolled out a product integration and partnership with
Uber for Business
•We scaled our product architecture for global growth
•We were recognised for our excellence in innovation in our industry
6
*NDC (New Distribution Capability) is a travel-industry supported programme launched by IATA for the development and market adoption of new XML-based data
transmission standard that enhances the communication between airlines, travel agents, and aggregators. Learn all about NDS at www.zeno.travel/NDC
GROWING OUR CUSTOMER BASE
We extended our market leadership in Australia & New Zealand and established reseller
partnerships in North America and Europe
•Australasian growth and transition to Zeno has ramped up with over 85%* reseller agreements signed
•Tandem Travel (Air New Zealand corporate travel management division) migrated its customer base to
Zeno
•Orbit Travel (House of Travel corporate travel arm) began to roll out Zeno to its customers across Australia
and New Zealand
•Flight Centre is transitioning its customers to SAVI, a custom-developed solution
•In the US and Canada we signed reseller partnerships with CWT (one of the world’s largest), Direct
Travel/Vision (part of the ATPI Group), FCM USA, Voyages Travel Encore and Custom Travel Solutions
•ATPI Group deployed Zeno to its first customers in the UK
7
*As measured by share of transaction volume for FY19
BUILDING REVENUE
Implementing
RevenueSigning
8
GROWING ARPB
The first resellers and customers began migrating to Zeno at a premium transaction cost
and we laid the foundations for more widespread adoption
•Zeno transition increases ARPB through increased transaction booking fee as well as increasing
additional content uptake
•We expanded our content offerings with the option to book rail content across UK and we added
regional airlines in Australia and New Zealand. RoomITwas added and we integrated our Expense
solution with UBER for Business. Virtual credit card options with Confermaare increasing
•Cross selling of Expense with Travel solutions
•Acquisition of US based InterplX, an expense management software company which provides
additional services through audit and agency payment provision
9
PERFORMANCE DASHBOARD
PROFITREVENUEACTIVITYCOSTS
FY19 VS FY18
NET PROFIT
AFTER TAX
$1.6m
EBITDAF
1
up 19% over prior
year
$2.6m
OPERATING
REVENUE
28%
Operating revenue
from core products
plus services
revenue
$23.4m
RECURRING
REVENUE
2
26%
Recurring revenue (core
product revenue only)
89% of total operating
revenue
$20.7m
TOTAL
INOME
28%
Total income from
all sources including
grants
$24.6m
PEAK ATMR
3
41%
Indicator of future
growth potential
based on current
trading
$26m
ONLINE
BOOKINGS
17%
Travel platform
booking growth
against prior
corresponding year
17%
R&D COSTS
4
87%
39% of Revenue
Opex$2.4m
Capex $6.7m
$9.2m
OPERATING
EXPENSES
32%
Net FTE
5
increase in
the year of 67
$23.3m
Notes 1 –5: Refer to Appendix for Definitions
See Slide 13 of this presentation for a reconciliation of Net Profit to EBITDAF
Note 3 -Peak AnnualisedTransactional Monthly Revenue (ATMR) of $26m is as at February 2019. This includes InterplXacquired in Dec 2018. Excluding InterplX, ATMR would be $22.5m representing a 23% increase on prior year.
10
PEAK ATMR
3
41%
ONLINE
BOOKINGS
17%
ATMR RISES IN LINE WITH
STRONG TRANSACTION GROWTH
ONLINE BOOKINGS
PEAK ATMR
11
*ATMR is shown before and after the acquisition of InterplX, the results of which are included effective from January 2019. Peak ATMR is February for both 2019 and 2018
Services revenue
Revenue by Type
Travel platform revenue
Expense platform revenue
Content commissions
Other revenue
Recurring revenue
Recurring revenue %
Total operating revenue
Total revenue and other income
Australia
New Zealand
North America
Other
Revenue by Geography
15,948
2,710
1,538
467
20,663
89%
2,698
23,361
24,576
18,238
3,440
1,471
212
23,361Total operating revenue
FY18
$000
13,283
1,539
1,288
334
16,444
90%
1,835
18,279
19,273
16,599
1,038
457
185
18,279
$000
2,665
1,171
250
133
4,219
863
5,082
5,303
1,639
2,402
1,014
27
5,082
%
20%
76%
19%
40%
26%
47%
28%
28%
10%
231%
222%
15%
28%
change
Total other income
Government grants
Sundry income
1,208
7
956
38
252
(31)
26%
-82%
1,21599422122%
CONTINUED
REVENUE GROWTH
OPERATING
REVENUE
28%
12
24,576
(23,320)
1,546
290
87
1,633
(87)
(290)
1,048
287
2,591
Net Profit Summary
EBITDAF Reconciliation
FY18
$000
Total income
Operating expenses
19,273
(17,684)
Percentage of operating revenue-97%
Net profit before tax2,003
Percentage of operating revenue11%
Net finance income 414
Income tax benefit (expense)(171)
Net profit after tax 1,832
Add back/(deduct): income tax expense
Deduct: net finance income
Add back: depreciation and amortisation
Add back: fair value remeasurement*
171
(414)
597
-
EBITDAF 2,186
EBITDAF margin12%
change
$000
5,303
(5,636)
(457)
(124)
258
(199)
(258)
124
451
287
405
%
28%
-32%
-23%
-30%
151%
-11%
-151%
30%
76%
n/a
19%
EBITDAF GROWTH
EBITDAF
19%
13
*Fair value remeasurement of contingent consideration on deferred consideration for InterplXacquisition added to EBITDA as non-cash expense
2,425
9,165
(876)
754
(6,740)
2,303
PRODUCT
INVESTMENT
INCREASES WITH
GLOBAL
EXPANSION
R&D Costs
Research costs (excluding amortisation
of amounts previously capitalised)
FY18
$000
4,523
Total R&D costs (including amounts capitalised)
4,906
Percentage of operating revenue27%
Less: Government grants
Add: Amortisationof capitaliseddevelopment costs
(956)
412
Less: capitalisedproduct development costs(383)
Net product development costs3,979
Percentage of operating revenue22%
$000
(2,098)
4,259
80
342
(6,357)
(1,676)
%
-46%
87%
8%
83%
1660%
-42%
change
Percentage of R&D costs8%
R&D
87%
14
FINANCE
•One off ASX Foreign Exempt Listing and InterplXacquisition costs were $0.4 million
•Oversubscribed capital raise of $15 million ($14.3 million net of costs)
•Closing cash balances were $15.7 million
•Net cash movement for the year, excluding funds raised, was $3.8 million decrease
•Headcount (FTE) has increased to 173 as at 31 March 2019 by 67 from 106 in the prior year
OTHER HIGHLIGHTS
15
•Total Operating Revenue Growth expected to be in the range of 20%-40%
•Positive EBITDAF is dependant on continued capitalisation of internally developed
software and achieving revenue growth at high end of guidance due to scaling of
operations for signed contracts
•Further guidance will be given at Annual Shareholders Meeting in August 2019
OUTLOOK
16
QUESTIONS
17
18
For further information refer to Serko’s website www.serko.comand its 2019 Annual Report which can be found under Investor Centre.
•Serko provides innovative cloud based corporate travel and expense technology solutions.
•Founded in 2007 by Darrin Grafton and Robert Shaw, Serko listed on the New Zealand stock exchange in June 2014, and
more recently in June 2018, has listed as a foreign exempt listing on the Australian Securities Exchange. Serko remains
founder led. Serko trades under the ticker ‘SKO’.
•Serko is a leading supplier of technology solutions for Travel Management Companies (TMCs) in Australasia and is now
expanding into Northern Hemisphere markets with signed global supply arrangements.
•The majority of Serko’s revenue comes from Travel Management Companies (TMCs) who provide our solution to their
corporate customers.
•Serko is head quartered in New Zealand and employs more than 170 people worldwide including offices in Australia, United
States and China and India.
ABOUT SERKO
19
Zeno Travel
ABOUT SERKO
Zeno Expense
Zeno Travel is an Online
Booking Tool (OBT) that
corporate travellers use to
book flights, trains,
hotels, rental cars and
airport transfers in line
with their corporate travel
policies.
Zeno Expenseautomates
the process of corporate
card and out-of-pocket
expense submission,
reconciliation and
reimbursement
20
OUR CUSTOMERS
21
TMCsExample corporates
The majority of Serko’s revenue comes from Travel Management Companies (TMCs) that act as reseller partners,
providing our solutions to their corporate customers as part of their overall managed travel service.
$
Corporate travellermakes a
booking via Serko
Online/Zeno
Booking and other fees
Serko charges the TMCs a fee per booking (which
varies based on volume).
Year Ended 31 March2019
Travel platform booking revenue
Expense platform revenue
Supplier commissions revenue
Other revenue
15,948
2,710
1,538
467
Recurring Product Revenue20,663
Services revenue2,698
Total Revenue23,361
$
Travellerbooks hotel or taxi
via Serko Online/Zeno
Supplier commission
Serko also generates revenue through commissions
on hotels, rental cars, airport transfers and other
travel providers that are booked through its
platform.
$
Travellerdownloads and
uses Serko Mobile
Mobile subscription
$
Travellersubmits receipts
using Serko Expense/Zeno
Monthly user fee
Serko Expense customers pay a fee based on the
number of active users each month directly to
Serko.
Additional Services
Serko also earns other miscellaneous revenue such
as mobile licenses
Services Revenue
$
Paid customisation, market place integration or
implementation assistance
COMMERCIAL MODEL
22
HISTORIC MEASURES
Total revenue growth (%)
Revenue growth –Travel Platforms (%)
Total travel booking transactions (000s)
Online booking transactions
1
(000s)
Online transaction growth (%)
Recurring product revenue as % total revenue
Operating costs
2
(% change)
Employees (number at end of year -FTE)
Average revenue per FTE (NZD$000)
Research & development costs -expense and capex (NZD$000)
Annualisedtransactional monthly revenue (ATMR) (NZD$m)
Selected Operational Metrics
27%
41%
987
821
35%
84%
35%
47
119
2,340
*
FY13
39%
12%
1,107
1,011
23%
71%
62%
87
100
3,387
*
FY14
55%
62%
1,588
1,468
45%
80%
105%
133
94
5,762
*
FY15
27%
49%
2,407
2,262
54%
93%
13%
127
101
6,268
11.2
FY16
9%
8%
2,913
2,673
18%
91%
(10%)
108
122
5,836
15.3
FY17
28%
23%
3,526
3,207
20%
90%
(5%)
106
170
4,906
18.4
FY18
1 –Online bookings exclude Offline and Custom bookings (system generated bookings) which are included in Online booking pricingor at a reduced rate
2 –Operating costs are Operating Expenses excluding depreciation and amortisation and fair value remeasurements of contingent consideration
* indicates not previous measured or reported
28%
20%
4,138
3,743
17%
89%
29%
173
167
9,165
26.0
FY19
23
DEFINITIONS
•Peak ATMR (AnnualisedTransactional Monthly Revenue) is a non-GAAP measure. Serko uses this as a useful indicator of recurring revenues from Serko
products. It is calculated by annualisingthe combination travel and expense platform monthly revenues for the most recent non-seasonal month. The
travel platform revenue is annualisedby taking the monthly online booking transactions divided by the number of weekdays for that month multiplied by
the average ARPB and multiplied by 260 days. The expense platform revenue is based on the monthly revenue from active users multiplied by 12 months.
•ARPB (Average Revenue Per Booking) is a non-GAAP measure.Serko uses this as a useful indicator of the combined value from transactional booking
fees and the supplier commissions earned from the travel platform. It is calculated by taking total travel platform booking revenue and supplier
commission revenue divided by the total number of bookings.
•Recurring product revenue (a non-GAAP measure) is the recurring revenue derived from transactions and usage of Serko products bycontracted
customers. It excludes revenues from customisedsoftware development (services revenue).
•R&D (Research & Development) costs is a non-GAAP measure representing the internal and external costs related to R&D both expensed and
capitalised.
•EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation and Amortisationand
Fair value remeasurement of contingent consideration.
•FTE = Full time equivalent employee.
24
THANK YOU
---
1
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
ANNUAL
REPORT
2019
2
SERKO ANNUAL REPORT
ABOUT
SERKO
3
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
OUR
ABOUT
PURPOSE
SERKO
Our purpose is to transform the way businesses manage travel
and expenses. We do this by helping companies drive down the
cost of their travel program, using smart technology and
making the process of booking and managing travel and
reconciling expenses a positive experience for their people.
Serko is a market-leading travel and expense technology
solution, used by over 6,000 corporate entities through 50+
Travel Management Companies that combined book more than
AUD $6 billion of travel a year through Serkos platforms.
Zeno is Serkos next generation travel management application,
using intelligent technology, predictive workflows and a global
travel marketplace to transform business travel across the
entire journey. Listed on the New Zealand Stock Exchange Main
Board (NZX:SKO), and Australian Securities Exchange
(ASX:SKO). Serko employs more than 170 people worldwide,
with its HQ in New Zealand and offices across Australia, China,
India and the United States (US).
Visit www.serko.com for more information.
4
SERKO ANNUAL REPORT
28%
Operating Revenue Growth to $23.4m
$15.7m
Cash balances increased from $5.2m
with net capital raise of $14.3m
Net Profit After Tax
$1.6m
Increase in booking transactions
17%
$2.6m
EBITDAF 19% increase over
prior year, margin of 11%
$26m
Peak ATMR, 41% increase over
same month prior year
$24.6m
Total Income
5
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
28%
Operating Revenue Growth to $23.4m
$15.7m
Cash balances increased from $5.2m
with net capital raise of $14.3m
Net Profit After Tax
$1.6m
Increase in booking transactions
17%
$2.6m
EBITDAF 19% increase over
prior year, margin of 11%
$26m
Peak ATMR, 41% increase over
same month prior year
$24.6m
Total Income
6
SERKO ANNUAL REPORT
BUILDING
FOUNDATIONS FOR
THE NEXT PHASE
OF GROWTH
This annual report is dated 22 May 2019 and is signed on behalf of the Board of Directors (Board) Serko Limited
by Simon Botherway, Chairman (Chair), and Darrin Grafton, Chief Executive Officer (CEO).
DARRIN GRAFTONSIMON BOTHERWAY
CHIEF EXECUTIVE OFFICERCHAIRMAN
7
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
CEO AND CHAIRMAN’S LETTER
Dear Fellow Shareholders,
Serko has continued to deliver to strategy, with revenue
growth and profitability at the upper end of guidance.
We continued to enjoy strong growth in our maturing
Australasian business and made good progress laying the
foundations for our next phase of development — growing into
new Northern Hemisphere markets.
In the Australasian business we have benefited from growing
transactions and increasing Average Revenue per Booking
(ARPB) as we both gain new customers and more customers
transfer to our premium Zeno travel and expense management
solution.
In the new North American and United Kingdom (UK) markets
it is very pleasing to note the number, and market presence, of
those Travel Management Companies (TMCs) who have signed
agreements to roll out Zeno to their customers, including
Carlson Wagonlit Travel in the US, one of the world’s largest
TMC’s.
Demand for Zeno in North America has exceeded our in-house
capacity to deliver. In response, we have boosted our resourcing
and prioritised development as we configure Zeno to meet the
operational and marketing needs of these customers. This includes
integrating complex travel content and associated services, as well
as customised TMC integration work. Our expanded team and
the use of contractors will result in the progressive delivery of the
commercial Zeno roll out in the US commencing early in
the second half of the 2020 financial year.
This investment will result in another year of cash burn, however
this is an extraordinary level of investment, which is subsequently
expected to normalise in the 2021 financial year. We expect to
accommodate this investment within our existing balance sheet
resources. We anticipate that the customer agreements we have
signed to date will generate strong revenue and EBITDAF growth
in years to come.
Meanwhile, we have improved our ability to service these
customers with the acquisition of InterplX effective
January 2019, which enhances our suite of expense
management solutions and gives us a US-based software
development capability close to our North American
TMC partners.
We remain well funded following the completion of an
oversubscribed $15.0 million ($14.3 million net of costs)
capital raising in August 2018. Serko ended the financial year
with a net $15.7 million of cash on hand, having invested a
net $3.8 million of our cash reserves primarily into system
development for international growth.
FINANCIAL RESULTS
Total Operating Revenue for the year to 31 March 2019 rose
28% to $23.4 million from $18.3 million in the same period
a year ago, a result that is at the upper end of guidance.
Recurring revenue rose 26% to $20.7 million from $16.4
million in the same period a year ago. Within this result there
is a three-month contribution ($0.9 million) from InterplX.
Peak fourth quarter ATMR (excluding the contribution from
InterplX), an indicator of future recurring product revenue,
rose 23% to $22.5 million from $18.4 million at the same
time a year ago. Including InterplX, peak ATMR rose 41% to
$26.0 million.
Earnings before interest, tax, depreciation, amortisation
and fair value remeasurement of contingent consideration
(EBITDAF) was 19% up at $2.6 million compared to the prior
year at $2.2 million, ahead of guidance. Operating expenses
were up 32% reflecting the investment into personnel,
premises and development for global expansion as well as
one-off costs associated with Serko’s ASX foreign-exempt
listing completed in June 2018 and professional fees related
to the purchase of InterplX.
Serko transitioned from a research and discovery phase in the
Northern Hemisphere to development and delivery phase.
This required considerable Zeno development work, including
porting a broad range of new content (including rail) onto the
Zeno platform.
Reflecting this development work, we have capitalised more
development costs than we did in the 2018 financial year.
Total Research and Development (R&D) expenses were up
87% to $9.2 million, with $6.7 million capitalised compared
to the prior year of $0.4 million. While this is a considerable
investment, we are building to deliver on signed agreements
Operating Revenue up
28% to $23.4 million
EBITDAF up 19% to
$2.6 million
8
SERKO ANNUAL REPORT
with Northern Hemisphere TMCs and there are a number of
corporates we expect to take up Zeno once the development
work is completed.
Net profit after tax (NPAT) at $1.6 million was marginally
down on the prior year’s $1.8 million affected by the
non-cash fair value remeasurement adjustment for the
deferred consideration relating to the InterplX acquisition.
The result reflects Serko’s determination to deliver a positive
bottom line result, while still investing to take advantage of
the significant growth opportunities it sees around the world.
GROWTH STRATEGY
The first thing we had to do in Europe and North America was
validate Zeno and we are delighted with the response we have
received over the last year. Zeno resonates in these markets
and the pipeline of customers continues to grow. The demand
for Zeno demonstrates that Serko is leading technological
innovation in the sector.
Investment for these markets has seen our headcount increase
to 173 from 106 at the same time a year ago. We have made
new hires at all levels of the company to increase the speed
of development and ensure readiness for global deployment,
configuration and support.
The Board has been impressed by the resilience of our people
in not only adapting to this fast rate of growth but also for
their generosity in welcoming and integrating new people into
the team. On behalf of shareholders we thank them for their
efforts.
We are currently in the development phase of Zeno as a
global platform for the future. We are evolving the product,
recognising the differing systems and processes used within
each new market and, of course, porting the relevant content
to Zeno. Over the 2020 year the benefits of that ongoing
investment will become apparent as we move from start-up
to scale-up in those markets.
AUSTRALASIA
Thanks largely to the Australasian market, where Serko enjoys
a sizable market share of all corporate travel bookings, we
lifted recurring revenues in the 12 months to 31 March 2019.
This included a 20% lift in travel platform revenues and a 19%
increase in content revenues. Expense platform revenues rose
by 76%, including the contribution from InterplX.
In excess of 85% of our TMCs in the Australasian region have
signed agreements to make Zeno available to their customers
and are actively promoting the benefits of Zeno. We have seen
a steady migration of customers to Zeno from Serko Online.
With Tandem (Air New Zealand’s TMC) signing last year and
now Orbit (House of Travel’s corporate travel arm) signing this
year and choosing Zeno as their preferred booking tool, we
have gained blanket coverage of the Australasian corporate
travel and expense management market for all the medium
and large TMCs.
We migrated Tandem’s customers to our platform during
the first quarter of the financial year and have started to roll
out our solutions to Orbit’s customers in New Zealand and
Australia. In addition, Serko and Flight Centre have agreed a
four-year extension of services, which resulted in an uplift to
revenue from October 2018 onwards.
These agreements give us confidence that we can continue
to extend our share of what is now a maturing market in
Australasia and grow Average Revenue Per Booking, while
continuing to benefit from growth in the market as a whole.
NORTH AMERICA AND EUROPE
In the US we signed Flight Centre USA, CWT and Direct Travel
as new TMC reseller partners for the Zeno platform, and we
expect these TMCs to be able to progressively extend the
offering beyond ‘beta’ customers in the second half.
In Canada we signed the Custom Travel Solutions and Voyages
Encore Travel TMCs and we are working to complete content
integration, language features and system optimisation for
both clients.
We are delighted with
the response to Zeno
in Europe and North
America
In the UK, we integrated UK rail content to Zeno for these
customers, which is essential for UK corporates as they
compare travel itinerary alternatives.
The intensive development program underway is key to setting
the foundations for scale for both our TMCs’ operational needs
and the corporations that will use our software.
9
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
TECHNOLOGICAL INNOVATION
Our efforts to grow average revenue per booking and
customer numbers have been supported by the third leg of our
strategy: continued technological innovation.
We achieved a world first when Zeno received IATA
certification of its connection to the Qantas Distribution
Platform (QDP). Qantas, via QDP, is among the first airlines
making use of the New Distribution Capability (NDC) data
transmission standard, which allows Zeno customers to access
key Qantas travel-related content, such as frequent flyer
information and seat and meal select.
Similarly, we also connected Zeno to the NDC Exchange, a
distribution service developed by APTCO and SITA based on
the NDC standard. Through this relationship, Zeno gained
access to Air Canada and British Airways
travel-related content.
NDC is becoming the new platform for distribution in the
sector and we have demonstrated a market-leading capability
to link to this content through NDC direct connections or via
legacy platforms. These partnerships provide blueprints for
how we can link with other airlines using the NDC standard
in the future and deliver new opportunities to grow travel
content-related revenues.
Zeno is also assisting our TMCs to stay ahead of competing
technological innovations in the sector. In the prior year we
assisted Flight Centre with its migration to the Sabre global
distribution system and this year developed and launched
Flight Centre’s Savi platform. We have also integrated ride
sharing service Uber with our expense management tools.
This allows trip information to be sent directly from an Uber
for Business account to a Zeno user’s expense report. Finally,
we have continued to invest in the resilience of the platform
to ensure it can accommodate the growing demands on our
infrastructure.
OUTLOOK
Serko is in an exciting transitionary phase as we invest in the
development of our global travel and expense management
platform for the future. Over the year we expect to make
significant progress in completing development and the
commercial rollout of Zeno for each new international market.
We expect Northern Hemisphere revenues to ramp up
particulary in the second half of the 2020 financial year.
Internationalisation and the integration of new content
and services are critical to delivery of the three pillars of
our strategy – growing our customer base; making more
revenue from each travel booking made through our platform;
and continuing to innovate and drive the development and
adoption of our technology.
It is still too early to be definitive about the outcome for the
2020 financial year. However, at this stage we expect Total
Operating Revenue growth of between 20% and 40% in the
year to 31 March 2020. As we remain in the build phase and
have a significant development workload ahead of us, we
will prioritise delivery to the markets and customers that
represent the best opportunity for Serko.
Further guidance will be provided at our Annual Shareholders
Meeting in August.
Signed Chair and CEO
DARRIN GRAFTONSIMON BOTHERWAY
CEOCHAIRMAN
10
SERKO ANNUAL REPORT
STRATEGIC
OVERVIEW
Oer premium,
integrated global
solutions
Expand into new
territories through
strategic alliances and
reach the unserved SME
market
Grow ARPB by
oering increased
content and moving
customers to Zeno
11
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
TECHNOLOGY INNOVATION
GROW CUSTOMER BASE
GROW ARPB
What we achieved:
• Tandem Travel (Air New Zealand corporate travel management division) migrated its customer base to Zeno, and Orbit
Travel (House of Travel’s corporate travel arm) began to roll out Zeno to its customers across Australia and
New Zealand
• In the US and Canada we signed reseller partnerships with CWT, Direct Travel, FCM USA, Vision Voyages, Encore
and Custom Travel Solutions
• ATPI deployed Zeno to it’s first customers in the UK
Our focus for FY20:
• Develop the content and systems integration with our reseller partners to enable large-scale deployment of Zeno in
North America
• Activate our reseller sales channels in North America to gain market share in their existing customer base
• Develop a best-in-class sales enablement program to support our partners globally to win and retain more
customers with Zeno
What we achieved:
• We signed ~85%** of our existing reseller partners to offer Zeno to their customer bases
• Existing customers, including Flight Centre and Queensland State Government, signed agreements to upgrade from our
legacy products to premium solutions, with associated transaction price uplift
• We expanded our content offerings with the option to book rail content in relevant markets and we added regional
airlines in Australia and New Zealand
Our focus for FY20:
• Commercialise our NDC-enabled solutions through airline and GDS partnerships globally
• Extend our Marketplace framework to incorporate content from suppliers in new categories of travel spend
• Capitalise on the opportunity to offer an integrated expense management offering into our existing travel customer base
*NDC (New Distribution Capability) is a travel-industry supported program launched by IATA for the development and market adoption of a new XML-based data
transmission standard that enhances the communications between airlines, travel agents and aggregators. Learn all about NDC at www.zeno.travel/NDC.
**As measured by share of transaction volume for FY19
Oer premium,
integrated global
solutions
Expand into new
territories through
strategic alliances and
reach the unserved SME
market
Grow ARPB by
oering increased
content and moving
customers to Zeno
What we achieved:
• Zeno was the first online travel and expense solution globally to be certified NDC* Level 3 by IATA, with NDC solutions
rolled out with ATPCO NDC Exchange and a strategic alliance with Qantas
• We built and launched SAVI, a unique solution customised for Flight Centre, and secured an ongoing technology
development fund for customing SAVI features
• We built and launched the AskZeno chatbot, rolled out a product integration and partnership with Uber for Business
and we scaled our product architecture globally
Our focus for FY20:
• Leverage opportunities in our software development and engineering practices to establish a competitive advantage in
performance and reliability globally
• Continue to develop usability and feature enhancements that extend our product leadership
• Build on our current products to launch a new generation of expense management solutions
Zeno grew from a concept to a complete product and was deployed globally
across hundreds of customers
We extended our market leadership in Australia & New Zealand and
established reseller partnerships in North America and Europe
The first resellers and customers began migrating to Zeno at a premium
transaction cost and we laid the foundations for more widespread adoption
12
SERKO ANNUAL REPORT
OUR PRODUCTS
Serkos core product, Zeno, is an integrated travel and expense solution that is revolutionising the world
of corporate travel and expense management in the Australasian, UK and North America markets.
OUR CUSTOMERS
The majority of Serkos revenue comes from Travel Management Companies (TMCs) that act as
reseller partners, providing our solutions to their corporate customers as part of their overall
managed travel service.
INDUSTRY RECOGNITION
Zeno Travel is an Online Booking Tool (OBT) that corporate travellers
use to book flights, trains, hotels, rental cars and airport transfers in
line with their corporate travel policies.
This provides the oversight and control that travel managers need to
ensure spend is effectively managed, with the ease of use and
personalised experience that compels corporate travellers to use the
OBT and avoid travel program leakage.
Zeno does this with an intuitive interface that makes booking travel
super simple, intelligent technology that provides personalised
itinerary recommendations based on traveller preferences, and a global
marketplace that allows travellers to connect with preferred suppliers
at every stage of the journey.
The result is greater traveller satisfaction and increased compliance
and control over the entire travel program compared with legacy
corporate booking tools.
Zeno Travel
TMCsExample corporates
Zeno Expense automates the process of corporate card and
out-of-pocket expense submission, reconciliation and reimbursement.
Employees capture receipts via the mobile app, or email receipts
directly to Zeno, add a description or cost centre if needed and submit
for approval there and then. To make it even simpler, Zeno also offers
automated integrations with providers such as Uber for Business.
Zeno’s intelligent technology proactively identifies and manages
out-of-policy claims, preventing expense claim fraud and dramatically
streamlining the expense administration function.
Zeno also provides managers, approvers and finance teams with a full
suite of analysis tools that help them to run their Travel and expense
(T&E) budgets more effectively, identify problem areas and optimise
expense policies.
The result is less time wasted preparing, approving and processing
expense reports and less wastage on duplicate, out-of-policy or
fraudulent expense items.
Zeno Expense
Serko generates revenue through corporate
customers paying a booking fee per
transaction and through supplier commission.
Serko earns revenue through corporate
customers paying a fee per active user or per
expense report submitted.
PEOPLE’S CHOICE
BUSINESS TRAVEL
2
0
1
8
13
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
OUR PRODUCTS
Serkos core product, Zeno, is an integrated travel and expense solution that is revolutionising the world
of corporate travel and expense management in the Australasian, UK and North America markets.
OUR CUSTOMERS
The majority of Serkos revenue comes from Travel Management Companies (TMCs) that act as
reseller partners, providing our solutions to their corporate customers as part of their overall
managed travel service.
INDUSTRY RECOGNITION
Zeno Travel is an Online Booking Tool (OBT) that corporate travellers
use to book flights, trains, hotels, rental cars and airport transfers in
line with their corporate travel policies.
This provides the oversight and control that travel managers need to
ensure spend is effectively managed, with the ease of use and
personalised experience that compels corporate travellers to use the
OBT and avoid travel program leakage.
Zeno does this with an intuitive interface that makes booking travel
super simple, intelligent technology that provides personalised
itinerary recommendations based on traveller preferences, and a global
marketplace that allows travellers to connect with preferred suppliers
at every stage of the journey.
The result is greater traveller satisfaction and increased compliance
and control over the entire travel program compared with legacy
corporate booking tools.
Zeno Travel
TMCsExample corporates
Zeno Expense automates the process of corporate card and
out-of-pocket expense submission, reconciliation and reimbursement.
Employees capture receipts via the mobile app, or email receipts
directly to Zeno, add a description or cost centre if needed and submit
for approval there and then. To make it even simpler, Zeno also offers
automated integrations with providers such as Uber for Business.
Zeno’s intelligent technology proactively identifies and manages
out-of-policy claims, preventing expense claim fraud and dramatically
streamlining the expense administration function.
Zeno also provides managers, approvers and finance teams with a full
suite of analysis tools that help them to run their Travel and expense
(T&E) budgets more effectively, identify problem areas and optimise
expense policies.
The result is less time wasted preparing, approving and processing
expense reports and less wastage on duplicate, out-of-policy or
fraudulent expense items.
Zeno Expense
Serko generates revenue through corporate
customers paying a booking fee per
transaction and through supplier commission.
Serko earns revenue through corporate
customers paying a fee per active user or per
expense report submitted.
PEOPLE’S CHOICE
BUSINESS TRAVEL
2
0
1
8
14
SERKO ANNUAL REPORT
BOARD OF DIRECTORS
Simon Botherway
Independent Non-executive Chairman, New Zealand
Simon is based in New Zealand. He holds a BCom, as well as the US-based Chartered Financial Analyst
(CFA) designation. Simon has extensive experience in corporate governance, banking and investment
management. In 2002 Simon co-founded Brook Asset Management and was Chairman from 2004 to
2008. He is also a past President of the CFA Society of New Zealand and was a member of the CFA
Asia-Pacific Advocacy Committee.
Simon was appointed as a member of the Securities Commission in 2009 and chaired the Financial
Markets Authority Establishment Board in 2010. Simon is currently a Director of Fidelity Life
Assurance and is a Guardian of the New Zealand Superannuation Fund.
Claudia Batten
Independent Non-executive Chairman, United States
Claudia is based in the United States. She holds an LLB (Hons) and BCA from Victoria University
(Wellington). Claudia has been a founding member of two highly successful entrepreneurial
ventures. The first venture was Massive Incorporated, a network for advertising in video games,
she helped pioneer digital as a media buy. Massive was sold to Microsoft in 2006. In 2009 she
co-founded Victors & Spoils (‘V&S’), the first advertising agency built on the principles of
crowd-sourcing. V&S was majority acquired by French holding company Havas Worldwide in
2011. Claudia is a strong supporter of the New Zealand start-up scene as an active mentor and
adviser. She is also the digital adviser to the Board of Westpac New Zealand.
Clyde McConaghy
Independent Non-executive Chairman, Australia
Clyde is based in Australia. He holds a BBus, and an MBA from Cranfield University United Kingdom
(UK). Clyde is a Fellow of the Australian Institute of Company Directors and a Fellow of the Institute of
Directors UK. He is the founder of Optima Boards, providing independent director and advisory
services to public, private, family office and charitable entities around the world. Clyde has worked in
publishing, media, online and technology sectors, living in the UK, Germany, China and Australia. He is
a Director of ASX-listed technology company, Infomedia Limited and Chairman of the Board of
Chapman Eastway Pty Limited.
Darrin Grafton
Executive Director, Chief Executive O cer & Co-Founder
Darrin has more than 25 years' experience in travel technology and is highly experienced in
technology commercialisation. He previously held senior management positions with Gullivers Travel
Group (listed on the Australian and New Zealand Stock Exchanges 2004-2006) and Interactive
Technologies.
Robert (Bob) Shaw
Executive Director, Chief Strategy O cer & Co-Founder
Bob has more than 25 years' experience creating and commercialising technology for the travel
industry. He has held a number of directorships and senior management positions in various
high-profile ventures, including Gullivers Travel Group (listed on the Australian and New Zealand
Stock Exchanges between 2004 and 2006) and Interactive Technologies.
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2018
Appointed 5 April 2007
Appointed 5 April 2007, re-elected August 2018
Murray Warner
Head of Australasian Market
Murray has 20 years experience working with cloud software technology building new sales and
revenue operations. He has previously held several senior management positions with Concur
Technologies, an SAP company, across Asia-Pacific, Europe and North America.
Susan Putt
Chief Financial Ocer (CFO)
Susan has over 25 years experience working in New Zealand and has also worked in Australia and
Canada. She is a Chartered Accountant and Chartered Member of the Institute of Directors. Susan
has worked as CFO, Head of Strategy, and Director for a number of New Zealand businesses and
specialises in working with high-growth companies.
Charlie Nowaczek
Chief Operating Ocer (COO)
Charlie has over 25 years experience as an operations executive and management adviser,
specialising in business transformation and operational excellence. Over the last decade he has been
COO for a number of technology start-ups in the US and Canada.
John Challis
Head of Business Development
John has 18 years' experience in the corporate travel technology sector across operations,
implementations and sales. John has been with Serko for 11 years and was until recently responsible
for managing the Australasian sales team, however, as part of Serko's global expansion plans John is
now responsible for growth in new markets with a heavy focus on the Northern Hemisphere.
Darrin Grafton and Bob Shaw are also part of the executive team, see facing page for their details
Tony D’Astolfo
Senior Vice President, NORAM
Tony is a 35-year travel industry veteran, with rich expertise in travel and technology and a passion
for moving the industry forward. His career includes senior leadership positions at Deem,
Phocuswright, GroundLink, Sabre/GetThere and United Airlines. Tony is a long-time member of GBTA
and ACTE, and a former member of the Board of Directors of both ACTE and WINiT for Women.
15
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
MANAGEMENT TEAM
Simon Botherway
Independent Non-executive Chairman, New Zealand
Simon is based in New Zealand. He holds a BCom, as well as the US-based Chartered Financial Analyst
(CFA) designation. Simon has extensive experience in corporate governance, banking and investment
management. In 2002 Simon co-founded Brook Asset Management and was Chairman from 2004 to
2008. He is also a past President of the CFA Society of New Zealand and was a member of the CFA
Asia-Pacific Advocacy Committee.
Simon was appointed as a member of the Securities Commission in 2009 and chaired the Financial
Markets Authority Establishment Board in 2010. Simon is currently a Director of Fidelity Life
Assurance and is a Guardian of the New Zealand Superannuation Fund.
Claudia Batten
Independent Non-executive Chairman, United States
Claudia is based in the United States. She holds an LLB (Hons) and BCA from Victoria University
(Wellington). Claudia has been a founding member of two highly successful entrepreneurial
ventures. The first venture was Massive Incorporated, a network for advertising in video games,
she helped pioneer digital as a media buy. Massive was sold to Microsoft in 2006. In 2009 she
co-founded Victors & Spoils (‘V&S’), the first advertising agency built on the principles of
crowd-sourcing. V&S was majority acquired by French holding company Havas Worldwide in
2011. Claudia is a strong supporter of the New Zealand start-up scene as an active mentor and
adviser. She is also the digital adviser to the Board of Westpac New Zealand.
Clyde McConaghy
Independent Non-executive Chairman, Australia
Clyde is based in Australia. He holds a BBus, and an MBA from Cranfield University United Kingdom
(UK). Clyde is a Fellow of the Australian Institute of Company Directors and a Fellow of the Institute of
Directors UK. He is the founder of Optima Boards, providing independent director and advisory
services to public, private, family office and charitable entities around the world. Clyde has worked in
publishing, media, online and technology sectors, living in the UK, Germany, China and Australia. He is
a Director of ASX-listed technology company, Infomedia Limited and Chairman of the Board of
Chapman Eastway Pty Limited.
Darrin Grafton
Executive Director, Chief Executive O cer & Co-Founder
Darrin has more than 25 years' experience in travel technology and is highly experienced in
technology commercialisation. He previously held senior management positions with Gullivers Travel
Group (listed on the Australian and New Zealand Stock Exchanges 2004-2006) and Interactive
Technologies.
Robert (Bob) Shaw
Executive Director, Chief Strategy O cer & Co-Founder
Bob has more than 25 years' experience creating and commercialising technology for the travel
industry. He has held a number of directorships and senior management positions in various
high-profile ventures, including Gullivers Travel Group (listed on the Australian and New Zealand
Stock Exchanges between 2004 and 2006) and Interactive Technologies.
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2017
Appointed 30 April 2014, re-elected August 2018
Appointed 5 April 2007
Appointed 5 April 2007, re-elected August 2018
Murray Warner
Head of Australasian Market
Murray has 20 years experience working with cloud software technology building new sales and
revenue operations. He has previously held several senior management positions with Concur
Technologies, an SAP company, across Asia-Pacific, Europe and North America.
Susan Putt
Chief Financial Ocer (CFO)
Susan has over 25 years experience working in New Zealand and has also worked in Australia and
Canada. She is a Chartered Accountant and Chartered Member of the Institute of Directors. Susan
has worked as CFO, Head of Strategy, and Director for a number of New Zealand businesses and
specialises in working with high-growth companies.
Charlie Nowaczek
Chief Operating Ocer (COO)
Charlie has over 25 years experience as an operations executive and management adviser,
specialising in business transformation and operational excellence. Over the last decade he has been
COO for a number of technology start-ups in the US and Canada.
John Challis
Head of Business Development
John has 18 years' experience in the corporate travel technology sector across operations,
implementations and sales. John has been with Serko for 11 years and was until recently responsible
for managing the Australasian sales team, however, as part of Serko's global expansion plans John is
now responsible for growth in new markets with a heavy focus on the Northern Hemisphere.
Darrin Grafton and Bob Shaw are also part of the executive team, see facing page for their details
Tony D’Astolfo
Senior Vice President, NORAM
Tony is a 35-year travel industry veteran, with rich expertise in travel and technology and a passion
for moving the industry forward. His career includes senior leadership positions at Deem,
Phocuswright, GroundLink, Sabre/GetThere and United Airlines. Tony is a long-time member of GBTA
and ACTE, and a former member of the Board of Directors of both ACTE and WINiT for Women.
16
SERKO ANNUAL REPORT
People:
Customers:
Good health and well-being
Health and safety policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
CORPORATE
RESPONSIBILITY
Serko aims to be a successful growth company. To
realise this ambition we must do the right thing by our
people, customers, community and our shareholders.
We aim to achieve this through:
1) Focusing on long-term growth and business
sustainability;
2) Applying best practice governance and risk
management procedures;
3) Cultivating an inclusive workplace of diverse
and engaged staff; and
4) Enabling environmentally sustainable choices
through technology.
Serko is committed to developing long-term value
creation and making positive improvements in social,
economic and environmental outcomes. Serko’s first
Environmental Social and Governance (ESG) Report was
produced in 2018. The United Nations (UN) Sustainable
Development Goals (SDGs) have been adopted for
Serko’s ESG initiatives to be reported against.
Further information and our full ESG report can be
found online at www.serko.com/investor-centre/.
Serko’s ESG framework remains under development
and will continue to be progressed over time.
The Sustainable Development Goals (SDGs) are a
set of global initiatives set by the United Nations
for everyone to contribute to. For Serko, the SDGs
are a way to see which areas of sustainability we
are directly contributing to and how our community
initiatives relate to a larger vision for positive change.
The UN SDGs relevant to Serko and our actions are
as follows:
17
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
People:
Customers:
Good health and well-being
Health and safety policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
18
SERKO ANNUAL REPORT
Please read the following commentary with the financial statements and the related notes in this report. Some parts of this
commentary include information regarding the plans and strategy for the business and include forward-looking statements that
involve risks and uncertainties.
Actual results and the timing of certain events may differ materially from future results expressed or implied by the forward-
looking statements contained in the following commentary. All amounts are presented in New Zealand dollars (NZD), except where
indicated. All references to a year are the financial year ended 31 March, unless otherwise stated.
Non-GAAP (generally accepted accounting practices) measures have been included, as we believe they provide useful information
for readers to assist in understanding Serko’s financial performance. Non-GAAP financial measures do not have standardised
meanings and should not be viewed in isolation or considered as substitutes for measures reported in accordance with New
Zealand Equivalents to International Financial Reporting Standards (NZ IFRS). These measures have not been independently
audited or reviewed.
MANAGEMENT
COMMENTARY
19
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Serko remained profitable in the financial year with a net profit after tax of $1.6 million
against prior year $1.8 million. The result included increased non-cash elements which
affected net profit after tax. Refer below for EBITDAF analysis which excludes these non-cash
elements.
Annual total operating revenue grew by $5.1 million (28%) to $23.4 million from $18.3 million
in the prior year, driven by strong recurring revenue growth across all revenue categories
predominantly from our Australasian operations. The company recognised $1.2 million in
grants from Callaghan Innovation and New Zealand Trade and Enterprise (NZTE) within other
income, leading to total income for the year of $24.6 million up 28% from $19.3 million for
the prior year.
Total operating expenses increased by $5.6 million to $23.3 million from $17.7 million in the
prior year with the planned expansion into Northern Hemisphere markets.
BUSINESS RESULTS
Year ended 31 March20192018Change%
$ (000)$ (000)$ (000)
Revenue23,36118,2795,08228%
Other income1,21599422122%
Total income24,57619,2735,30328%
Operating expenses(23,320)(17,684)(5,636)-32%
Percentage of operating revenue-100%-97%
Net finance income290414(124)-30%
Net profit before tax1,5462,003(457)-23%
Percentage of operating revenue7%11%
Income tax benefit (expense)87(171)258151%
Net profit after tax1,6331,832(199)-11%
Percentage of operating revenue7%10%
EBITDAF improved by $0.4 million (19%) from $2.2 million to $2.6 million. This was
driven by an increase in total income of $5.3 million offset by an increase in operating
costs (excluding depreciation, amortisation and fair value remeasurement of contingent
consideration) of $4.9 million.
EBITDAF is a Non-GAAP measure representing Earnings Before the deduction of costs relating to Interest,
Taxation, Depreciation, Amortisation and Fair value remeasurement of contingent consideration. Serko uses this
as a useful indicator of cash profitability.
Operating revenue excludes other income, which is primarily grants.
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION, AMORTISATION AND FAIR VALUE
(EBITDAF)
Year ended 31 March20192018Change%
$ (000)$ (000)$ (000)
Net profit after tax1,6331,832(199)-11%
Add back /(deduct): income tax(87)171(258)-151%
Deduct: net finance income(290)(414)12430%
Add back: depreciation and amortisation1,04859745176%
Add back: Fair value remeasurement of
contingent consideration287-287n /a
EBITDAF profit2,5912,18640519%
EBITDAF margin11%12%
19%
INCREASE
$1.6m
NET PROFIT
AFTER TAX
$2.6m
EBITDAF
20
SERKO ANNUAL REPORT
Recurring product revenue (a Non-GAAP measure) is the revenue derived from transactions and usage of Serko
products by contracted customers. It excludes services revenue.
Total revenue is operating revenue excluding grants and finance income, while total income includes grants.
INCOME
Year ended 31 March20192018Change%
$ (000)$ (000)$ (000)
Travel platform booking revenue15,94813,2832,66520%
Expense platform revenue2,7101,5391,17176%
Supplier commissions revenue1,5381,28825019%
Other revenues46733413340%
Recurring product revenue20,66316,4444,21926%
Percentage of total revenue89%90%
Services revenue2,6981,83586347%
Total revenue23,36118,2795,08228%
Other income1,21599422122%
Total income24,57619,2735,30328%
28%
TOTAL
REVENUE
INCREASE
28%
TOTAL
INCOME
INCREASE
Recurring product revenue was up 26% to $20.7 million from $16.4 million on the prior
year. Recurring revenue as a percentage of total revenue remains comparable to the prior
year at 89%. Unfavourable exchange rate movements in the second half negatively impacted
revenue by approximately -1%. Total revenue and Total Income including grants was up 28%.
Travel platform revenue grew by 20% for the year and was primarily related to a 17%
increase in booking numbers. The difference between transaction growth and booking
volume growth is owing to minimum volume commitments recognised over the period of the
contract term, as well as an increase in average revenue per booking (ARPB).
Minimum volume commitments contribute to revenue when actual volumes transacted are
less than the stated contractual commitments. Revenue from these sources in FY19 was
$0.7 million and is comparable to $0.6 million in the prior year. The anticipated transactional
business related to these minimums is expected to be onboarded onto the Serko platform
over FY20.
ARPB increased marginally by 3% for the year owing to increased Zeno pricing. With
further uptake of Zeno expected in FY20, ARPB is expected to increase.
Serko launched its premium travel booking tool called Zeno during 2018 and now 85%* of
Australasian TMCs have signed contracts and can offer Zeno to their customers. Tandem,
Air New Zealand’s TMC, fully onboarded during FY19. New Zealand’s largest corporate
travel TMC, Orbit, is now commencing onboarding its customers. In the UK, ATPI has
completed beta testing and has onboarded initial customers. Development is under way for
NORAM markets, and beta trials continue with wider customer launches expected
during FY20.
*As measured by FY19 booking volumes
21
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Monthly
user fee
Supplier
commissions
Mobile
subscriptions
Booking &
other fees
Corporate traveller makes
a booking via Serko
Online/Zeno
Corporate books a hotel,
car or taxi via Serko
Online/Zeno
Traveller downloads and
uses Serko Mobile
Traveller submits receipts
using Serko Expense/Zeno
How Serko makes money
Serko’s main source of revenue is Travel platform revenue from Serko Online and Zeno, launched in 2018 in Australasia. Zeno is
currently being tailored for Northern Hemisphere markets. It launched exclusively with ATPI in the UK in December 2018.
It is now being developed to suit North America and is being trialed with beta customers for launch in the second half of FY20.
Travel platform revenue is made up of transaction fees, ancillary service fees and contracted minimum payments (where
applicable) and is stated net of volume-related rebates and discounts.
The serko.travel platform for small and medium enterprises is a free booking service and Serko earns commission income on those
bookings direct from suppliers, therefore income from this platform is included in supplier commissions.
Serko also earns income from its expense management platform Serko Expense, which allows registered users of corporate
customers to process travel and expense claims for accounting and reimbursement. Revenues are derived from a combination
of fees for active users, registered users and reports processed. During the year Serko acquired US based InterplX, which has an
expense management solution called Expensenet.
Supplier commission revenue is earned when corporates opt to book Serko-sourced hotel and other traveller-related services.
Serko is paid directly from the suppliers of those services. Other income includes income from Serko Mobile licence fees and other
miscellaneous revenues.
Services revenue is derived from installation service and customised software development undertaken on behalf of the TMCs.
It also includes the fees charged to develop connections to third party systems wanting to integrate with Serko’s platforms. The
basis of charging can vary depending on the contractual terms with the customer, which may specify time and materials, capped
or fixed pricing.
Other income is primarily government grants for research and development projects, and international growth grants.
HOW SERKO MAKES MONEY
Expense platform revenue grew 76% to $2.7 million. This includes three months of revenue from the InterplX acquisition of $0.9
million. Without the acquisition, growth of Serko Expense was 19% for the year.
Supplier commissions revenue grew by 19% to $1.5 million. The number of bookings that Serko earned additional commission
revenue over the travel platform booking fee increased by 25%. The average attachment rate of commission bookings versus
total bookings for the year was 6.2% up from 5.4% for the prior year.
Other revenues grew by 40%.
Total services revenue was up 47% over the prior period. This primarily reflects revenue associated with customising Serko’s
travel platform as white-label solutions for its TMCs, as well as payments from content suppliers for the integration of their
content to our travel platform. These developments will add to recurring revenue increases for FY20.
22
SERKO ANNUAL REPORT
Serko currently earns 78% (FY18 : 91%) of revenue from Australia and
15% (FY18 : 6%) from New Zealand sources, with New Zealand sourced income up
231% over the prior year. The portion of income from New Zealand has increased
with the onboarding of Tandem customers during the year. New Zealand-sourced
income will continue to grow with the continued onboarding of Orbit signed in
July 2018 and commenced in October 2018.
The portion of North America income has grown however, this currently relates to
content income and Expense income from the InterplX acquisition. Serko is currently
undertaking the development required to localise content and integrate its systems
with North American markets and expects these regions to grow during FY20.
Income related to the UK is included in Other. ATPI UK was in trial phase for most of
the year and completed approximately 5,000 bookings during FY19. It is expected
that the volumes for this market will increase with the introduction of integrated rail,
expected to go live in the first quarter of FY20, and the continued roll out to its UK
customer base.
Year ended 31 March20192018Change%
$ (000)$ (000)$ (000)
Australia 18,238 16,599 1,639 10%
New Zealand 3,440 1,038 2,402 231%
North America 1,471 457 1,014 222%
Other 212 185 27 15%
Revenue 23,361 18,279 5,082 28%
Revenue by
Geography
23
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
FY13FY14FY15FY16FY17FY18FY19
Booking Trend
1
$20m
$30m
Travel platform booking trend
over the last 7 years
24%
41%
23%
$15m
$10m
$5m
-
$20m
3m
2m
1m
4m
FY13FY14FY15FY16FY17FY18
Revenue Trend
Services
Supplier commissions & other
Expense platform
Travel platform
Other and custom bookings
Online bookings
$10m
20182019
$14.8m
$18.4m$18.4m
$26m
$22.5m
FY19
Peak ATMR
2
Year-on-year movement
Before aquisition
After aquisition
1 Peak ATMR is a Non-GAAP measure representing Annualised Transactional Monthly Revenue. Serko uses this as a useful indicator of future recurring
revenues from Serko products. It is based on the monthly transactions and average revenue per booking (for its travel platform revenue) and monthly active
user charges (for its expense platform revenue) annualised on a constant currency basis. Peak ATMR was February for both 2018 and 2019.
2 Booking volumes are total volumes and include Offline and and Custom Bookings, which can be either bundled into a price per Online booking or at a
reduced rate, as these are primarily automated bookings but processed through the booking tool.
24
SERKO ANNUAL REPORT
ACTIVITY
Travel platform bookings increased 17% over the prior year, while expense transaction
volumes also grew strongly, driven mainly by growth in our core Australasian markets.
Total travel bookings during FY19 were 4.14 million, representing 58% of an estimated
addressable market of 7.2 million corporate travel bookings in Australia and New Zealand.
Total travel bookings include 0.4 million offline bookings (system automated bookings) which
don’t contribute significantly to revenue or are bundled into the ‘Online’ booking rate. Online
bookings for the year were 3.74 million and were also up 17% over the prior year.
Serko is currently expanding into Northern Hemisphere markets, however, these regions
did not make a significant contribution to volumes in 2019 owing to being in development
and trial stages.
Serko Expense transactions increased by 33% to 273,000 for FY19 from 206,000 in
the prior year.
ARPB for travel-related revenue (travel platform and supplier commissions) increased
marginally during the year by 3% to $4.67 based on Online bookings and was largely related
to increases in pricing for the Zeno platform. However, additional content revenue at $1.5
million is contributing significantly to Serko’s profit with a 19% uplift over the prior year.
Peak ATMR, an indicative measure of forward revenue from currently transacting customers,
rose 23% before the InterplX acquisition for the year to $22.5 million, lifted by increases
in ARPB, total bookings and the number of users of our Expense platform. Actual recurring
product revenue of $20.7 million for 2019 was ahead of the 2018 Peak ATMR of $18.4 million.
ATMR, including InterplX, is $26 million (41% increase).
Serko’s TMC partners have indicated they expect additional Australasian corporate
customers, that are not currently using an online booking tool, to transition to Serko products
over the next year. Therefore, we expect transaction growth in Australia and New Zealand
to continue. In addition, Serko is expanding into Northern Hemisphere territories and this
segment is also expected to grow over the next financial year.
While transaction growth is difficult to forecast, Serko is expecting total operating revenue to
grow between 20% and 40% for the 2020 financial year.
Continued transition to Zeno at a price uplift and onboarding of new corporates within the
Australasian market as well as Northern Hemisphere markets, will contribute to expected
revenue uplifts for FY20. Also, with a healthy pipeline of Serko Expense management
customers and a full year of InterplX revenue, we expect Expense revenue will also grow.
Serko uses Online bookings, Annualised Transactional Monthly Revenue (ATMR) and Average Revenue per Booking
(ARPB) as indicators of strategic achievement.
INCREASE
17%
TRAVEL PLATFORM
BOOKINGS
INCREASE
41%
PEAK
ATMR
25
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Total operating expenses were up 32% or $5.6 million from the prior year to $23.3 million,
owing to increases across all categories of expenses as Serko expands its operations.
Remuneration and benefits (R&B) increased owing to the increased head count from 106 FTE
to 173 FTE as at 31 March. Included in R&B was $2.0 million related to employee share-based
payments and options (long-term incentives) and short-term incentive performance payments
for 2019, compared to $1.3 million in the prior year.
As Serko continues to expand in the Northern Hemisphere, R&B costs will increase, as
additional resources are hired to support growth into new territories. This will be offset
partially by capitalisation of internal staff time spent on development of revenue-earning
modules for the Serko platforms.
Selling and marketing expenses increased as expected with the launch of Zeno in Australasia,
as well as into Northern Hemisphere markets, which will drive revenue growth in 2020 by
supporting the successful acquisition and onboarding of new customers to the product.
Administration costs were higher than the prior year owing mainly to recruitment fees for
increased head count and professional fees for advice to support international growth.
Administration costs also included non-cash costs as well as one-off costs related to
capital activities. For 2019, depreciation and amortisation at $1.0 million was $0.5 million
higher than the prior year. During the year Serko listed on the ASX as a foreign-exempt
listing and acquired InterplX. The one-off cash costs included in net profit related to these
items amounted to $0.4 million. The fair value measurement adjustment on contingent
consideration (non-cash), related to the InterplX acquisition, included a fair value
remeasurement charge of $0.3 million.
The InterplX acquisition consideration was by way of issuance of Serko shares, half of which is
deferred and contingent on InterplX achieving key milestones. As a result, the liability for the
deferred component of this acquisition will vary according to the trading price of the shares at
balance date and up until the shares are issued. An increase in the Serko price therfore results
in an accounting entry that reduces Serko’s profit and increases the contingent consideration
liability which is then extinguished on share issue. The final number of shares issued is subject
to InterplX meeting the revenue targets as set out in the purchase agreement.
Other expenses are primarily hosting costs. Hosting costs increased with the volume
increases and set-up costs associated with new data centres for new territories.
Remuneration and benefits are the total costs of employees and contractors engaged within the business during the
financial year, including gross salary, additional payroll taxes, superannuation and KiwiSaver, bonuses, commissions
and the value of any share-based remuneration or awards.
Selling and marketing expenses comprise all the direct costs of sales that are not people or salary related.
Administration expenses are other general overheads and operating costs, including depreciation and amortisation
charges.
Other expenses comprise direct technology costs, including hosting.
OPERATING EXPENSES
Year ended 31 March20192018Change%
$ (000)$ (000)$ (000)
Remuneration and benefits13,13511,6671,46813%
Selling and marketing expenses1,6911,25843334%
Administration expenses6,5633,6922,87178%
Other expenses1,9311,06786481%
Total operating expenses23,32017,6845,63632%
Percentage of operating revenue100%97%
32%
OPERATING
EXPENSES
INCREASE
26
SERKO ANNUAL REPORT
Serko has capitalised more development costs for FY19 than in FY18.
During 2018 we undertook a research and market discovery and trial programme and
established what was required for Zeno to be successful in these new markets. Accordingly,
we capitalised only a small proportion of development costs and recorded higher
research-related expenditure.
By contrast, 2019 was a year of development to add content and enhance the functionality
and features of Zeno to address these markets. We also signed new Zeno contracts with large
TMCs. As such a portion of employee development costs have been capitalised during the
year and this resulted in additions of $6.7 million to intangible assets related to internally
produced software. We remain in the build phase and have a significant development
workload ahead of us as we prioritise development to deliver to those markets and customers
that represent the best opportunity for Serko. We are confident that this investment will
generate strong revenue growth in years to come.
Research & Development (R&D) cost is a Non-GAAP measure representing the internal and external costs related to
R&D that have been included in operating costs and capitalised as computer software development during the period.
Research expenditure includes all reasonable expenditure associated with R&D activities that does not give rise to
an intangible asset. R&D expenses include employee and contractor remuneration related to these activities. It also
covers research expenditure defined by NZ IAS 38.
RESEARCH AND DEVELOPMENT (R&D) COSTS
Year ended 31 March20192018Change%
$ (000)$ (000)$ (000)
Total R&D cost (including amounts capitalised)9,1654,9064,25987%
Percentage of operating revenue39%27%
Less: capitalised product development costs(6,740)(383)(6,357)1660%
Percentage R&D costs74%8%
Research costs (excluding amortisation of
amounts previously capitalised)
2,4254,523(2,098)-46%
Less: Government grants(876)(956)808%
Add: Amortisation of capitalised
development costs
75441234283%
Net product development costs2,3033,979(1,676)-42%
Percentage of operating revenue10%22%
87%
R&D COSTS
INCREASE
27
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Serko’s staff head count increased during the year, moving to 173 from 106 full-time
equivalent (FTE) staff at the end of 2018. Head count was 176 with 87 staff based in New
Zealand, 24 in Australia, 38 in China, 26 in the US and one based in India. The increase in staff
is primarily in product development and reflects the investment Serko is making in its product
to service the Northern Hemisphere. The acquisition of expense management company
InterplX in December 2018 added 21 staff to the US operations.
Average revenue per FTE decreased by $3,000 to $167,000, reflecting the investment into
additional staff as Serko expands.
Receipts from customers increased by 23% over the year from $17.8 million to $21.9 million.
Other operating cash outflows increased by $2.2 million to $19.5 million. Positive operating
cash flows for the year of $3.6 million were up 158% over the prior year’s $1.4 million.
Cash outflows for property, plant and equipment and intangibles, reflecting capitalised
internal development, were $7.3 million. A capital raise to fund expansion and related
acquisitions resulted in a net $14.3 million contribution to cash balances.
Cash balances increased by 201% as at 31 March 2019, from $5.2 million to $15.7 million.
EMPLOYEES AND AVERAGE REVENUE FTE
CASH FLOWS
Year ended 31 March20192018Change%
Product development and maintenance100544685%
Sales and marketing1612433%
Customer support40271348%
Administration1713431%
Total employee numbers at end of year (FTE)1731066763%
Average revenue per FTE (NZD $000)167170-3-2%
Year ended 31 March20192018Change%
$(000)$(000)$(000)
Receipts from customers21,85517,7544,10123%
Grant income receipts1,26491534938%
Other operating cash flows(19,472)(17,253)(2,219)-13%
Total cash flows from operating activities3,6471,4162,231158%
Investing cash flows(7,279)(519)(6,760)1303%
Financing cash flows14,220(46)14,266n /a
Total net cash flows10,5888519,7371144%
Net foreign exchange differences(88)(70)(18)-26%
Closing cash balances15,7325,23210,500201%
63%
FTE
INCREASE
INCREASE
201%
CASH
BALANCES
28
SERKO ANNUAL REPORT
FINANCIAL
STATEMENTS
29
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
The directors of Serko Limited are pleased to present the
financial statements for Serko Limited and its subsidiaries (the
group) for the year ended 31 March 2019 to shareholders.
The directors are responsible for presenting financial
statements in accordance with New Zealand law and generally
accepted accounting practice, which fairly present the
financial position of the group as at 31 March 2019 and the
results of its operations and cash flows for the year ended on
that date.
The directors consider the financial statements of the group
have been prepared using accounting policies that have been
consistently applied and supported by reasonable judgements
and estimates and that all relevant financial reporting and
accounting standards have been followed.
The directors believe that proper accounting records have been
kept that enable, with reasonable accuracy, the determination
of the financial position of the group and facilitate compliance
of the financial statements with the Companies Act 1993, NZX
Main Board Listing Rules, Financial Reporting Act 2013 and the
Financial Markets Conduct Act 2013.
The directors consider they have taken adequate steps to
safeguard the assets of the group and to prevent and detect fraud
and other irregularities. Internal control procedures are also
considered to be sufficient to provide a reasonable assurance as
to the integrity and reliability of the financial statements.
The financial statements are signed on behalf of the Board of
Directors 22 May 2019 by:
CONTENTS
DARRIN GRAFTONSIMON BOTHERWAY
CHIEF EXECUTIVE OFFICERCHAIRMAN
Consolidated statement of comprehensive
income
30
Consolidated statement of changes in equity31
Consolidated statement of financial position32
Consolidated statement of cash flows33
Notes to the financial statements34-65
Independent auditor’s report
66-69
30
SERKO ANNUAL REPORT
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2019
Notes20192018
$ (000)$ (000)
Revenue423,36118,279
Other income41,215994
Total revenue and other income24,57619,273
Operating Expenses
Selling and marketing expenses (1,691) (1,258)
Remuneration and benefits (13,135) (11,667)
Administration expenses (6,563) (3,692)
Other expenses (1,931) (1,067)
Total operating expenses5 (23,320) (17,684)
Finance income5360475
Finance expenses5 (70) (61)
Profit before income tax1,5462,003
Income tax benefit/(expense) 687 (171)
Net profit attributable to the shareholders of the company1,6331,832
Movement in foreign currency reserve (126) (52)
Total comprehensive income for the year1,5071,780
Earnings per share
Basic profit per share17 $0.02 $0.03
Diluted profit per share17 $0.02 $0.02
31
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2019
Notes
Share
Capital
Share-based
Payment
Reserve
Foreign
Currency
Reserve
Accumulated
Losses
Total
$ (000)$ (000)$ (000)$ (000)$ (000)
Balance as at 1 April 201825,1851,309(85)(18,065)8,344
Net profit for the year - - - 1,6331,633
Other comprehensive income/(loss)* - - (126) - (126)
Total comprehensive income for the year--(126)1,6331,507
Transactions with owners
Issue of share capital1615,048 - - - 15,048
Cost of equity issued16(778) - - - (778)
Shares allocated to employees16 - 406 - - 406
Shares forfeited from employees16 - (24) - - (24)
Share-based payments — employee share options16 - 194 - - 194
Shares issued in respect of InterplX acquisition161,538 - - - 1,538
Balance as at 31 March 201940,9931,885(211)(16,432)26,235
Balance as at 1 April 201725,1851,021(33)(19,897)6,276
Net profit for the year - - - 1,8321,832
Other comprehensive income/(loss)* - - (52) - (52)
Total comprehensive income for the year - - (52)1,8321,780
Transactions with owners
Shares allocated to employees16 - 252 - - 252
Shares allocated to employees16 - (23) - - (23)
Shares forfeited from employees16 - 59 - - 59
Balance as at 31 March 201825,1851,309(85)(18,065)8,344
*Items in other comprehensive income may be reclassified to the income statement and are shown net of tax.
The accompanying notes form part of these financial statements.
32
SERKO ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2019
Notes20192018
$ (000)$ (000)
Current assets
Cash at bank and on hand1115,7325,232
Receivables75,4933,831
Derivative financial instruments8421288
Total current assets21,6469,351
Non-current assets
Property, plant and equipment91,129893
Intangible assets 1010,5531,574
Deferred tax asset684155
Total non-current assets11,7662,622
Total assets33,41211,973
Current liabilities
Trade and other payables124,7912,793
Contingent consideration131,825 -
Income tax payable22498
Interest-bearing loans and borrowings1554351
Total current liabilities6,8943,242
Non-current liabilities
Trade and other payables12134183
Interest-bearing loans and borrowings15149204
Total non-current liabilities283387
Total liabilities7,1773,629
Equity
Share capital1640,99325,185
Share-based payment reserve161,8851,309
Foreign currency reserve(211)(85)
Accumulated losses(16,432)(18,065)
Total equity26,2358,344
Total equity and liabilities33,41211,973
For and on behalf of the Board of Directors, who authorise these financial statements for issue on 22 May 2019.
DARRIN GRAFTONSIMON BOTHERWAY
CHIEF EXECUTIVE OFFICERCHAIRMAN
The accompanying notes form part of these financial statements.
33
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2019
Notes20192017
$ (000)$ (000)
Cash flows from operating activities
Receipts from customers21,85517,754
Interest received30493
Receipts from grants1,264915
Taxation (paid)/refund received(142)(262)
Payments to suppliers and employees(19,395)(17,065)
Interest payments(20)(22)
Net GST refunded (paid)(219)3
Net cash flows from operating activities213,6471,416
Cash flows from investing activities
Purchase of property, plant and equipment(466)(192)
Capitalised development costs and other intangible assets(6,813)(327)
Net cash flows (used in) investing activities(7,279)(519)
Cash flows from financing activities
Issue of ordinary shares1615,048 -
Cost of new share issue16(778) -
Net repayment of loans(50)(46)
Net cash flows from/(used in)financing activities14,220(46)
Net increase (decrease) in total cash10,588851
Net foreign exchange difference(88)(70)
Cash and cash equivalents at beginning of period5,2324,451
Cash and cash equivalents at end of period15,7325,232
Cash and cash equivalents comprises the following:
Cash at bank and on hand1115,7325,232
15,7325,232
The accompanying notes form part of these financial statements.
34
SERKO ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2019
1 CORPORATE INFORMATION
The financial statements of Serko Limited (‘the company’)
and subsidiaries (‘the group’) were authorised for issue in
accordance with a resolution of directors.
The company is a limited liability company domiciled and
incorporated in New Zealand under the Companies Act 1993
and is listed on the New Zealand Stock Exchange (NZX) and
the Australian Securities Exchange (ASX). Its registered
office is at Unit 14d, 125 The Strand, Parnell, Auckland.
The group is involved in the provision of computer
software solutions for corporate travel. The group is
headquartered in Auckland, New Zealand.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the
preparation of these consolidated financial statements
are set out below and within this notes section. These
policies have been consistently applied to all the years
presented, unless otherwise stated.
a) Basis of preparation
The financial statements have been prepared in
accordance with generally accepted accounting practice
in New Zealand (NZ GAAP) and the requirements of
the Financial Markets Conduct Act 2013. The financial
statements have been prepared on a historical cost basis,
modified by the revaluation of certain assets and liabilities
as identified in specific accounting policies.
The financial statements are presented in New Zealand
dollars and all values are rounded to the nearest thousand
dollars unless stated otherwise.
The financial statements provide comparative information
in respect of the previous period.
b) Going concern
The directors have carefully considered the ability of the
group to continue to operate as a going concern for at least
the next 12 months from the date the financial statements are
authorised for issue. It is the conclusion of the directors that
the group will continue to operate as a going concern and the
financial statements have been prepared on that basis.
In reaching their conclusion the directors have considered
the following factors:
• Cash reserves at 31 March 2019 of $15.7 million
provides a sufficient level of headroom to help support
the business for at least the next twelve months; and
• The directors have made due enquiry into the
appropriateness of the assumptions underlying the
budgetary forecasts.
c) Statement of compliance
The financial statements have been prepared in
accordance with NZ GAAP. They comply with New
Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting
Standards, as appropriate for profit-oriented entities.
d) Adoption of new accounting standards and
interpretations
New accounting standards adopted by Serko Group:
A number of new or amended standards become
applicable for the current reporting period and Serko
has had to change its accounting policies as a result of
adopting the following standards:
• NZ IFRS 15 Revenue from Contracts with Customers
• NZ IFRS 9 Financial Instruments
The impact of the adoption of these new standards is
disclosed below.
NZ IFRS 15 Revenue from Contracts with Customers
Impact of adoption
The group adopted NZ IFRS 15 Revenue from Contracts
with Customers from 1 April 2018, which resulted in
changes in accounting policies relating to the recognition
of revenue.
Following a detailed review of the group’s portfolio
of contracts, management concluded that the
implementation of NZ IFRS 15 had no material impact on
the way Serko recognises revenue for opening balances.
Therefore, there is no requirement to restate revenue
reported in prior periods. The details of the review
35
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
process, including current year impact of the adoption of
NZ IFRS 15, are outlined below. Accounting policies have
been amended to ensure that the five-step method, as
outlined in NZ IFRS 15, is applied consistently to revenue
recognition processes across the group.
Process and policy
To quantify the impact of NZ IFRS 15 contracts across the
travel platform were assessed and compared to revenue
recognition under IAS 18. An assessment was made on
each contract to evaluate the service benefits over time,
which requires allocations to be made to each service
obligation. As the revenue is usage based (depending
on the volume of travel bookings), fixed and variable
consideration was allocated over the performance period
depending on contract minimum volume requirements and
estimates of variable volume. For each contract the
five-step method was applied to assess the impact on
revenue recognition.
The five-step method for recognising revenue from contracts
with customers involves consideration of the following:
• Identifying the contract with the customer;
• Identifying performance obligations;
• Determining the transaction price;
• Allocating the transaction price to distinct
performance obligations; and
• Recognising revenue
During the current period, a number of new contracts were
signed with contracted minimum revenue commitments,
resulting in a $477,000 increase to revenue based on NZ IFRS
15 treatment. The current recognition of non-travel platform
revenue is consistent with NZ IFRS 15 treatment, as it relates
to revenue recognised ‘as invoiced’, such as customisation
work. Under certain contracts, transaction fees are bundled
to include the ‘changes post ticketing’ where some revenue
may need to be deferred until subsequent changes occur. This
is consistent with the prior year where management have
determined this adjustement to be immaterial.
NZ IFRS 9 Financial Instruments
Impact of adoption
NZ IFRS 9 Financial Instruments includes a revised
model for classification and measurement of financial
instruments, including a new expected credit loss model
for the calculation of impairment on financial assets and
changes to general hedge accounting requirements.
The adoption of NZ IFRS 9 Financial Instruments from
1 January 2018 resulted in no significant changes in
accounting policies or adjustments to the amounts
recognised in the financial statements.
Serko does not currently hold any complex financial
instruments. Cash is either held on call or on term deposit
and forward contracts (hedging item) held are recognised
at fair value through Profit and Loss. Trade receivables are
assessed for impairment and an expected credit loss (ECL)
provision made based on ‘lifetime expected credit losses’.
An ECL provision of $7,000 has been assessed based on
an ECL model that considers various aspects of credit risk
within a risk matrix, considering history of debtor write
off, ageing of invoices, country, market and product risk.
The low ECL allowance reflects the low levels of bad debt
write off and low value of aged invoices.
e) Standards on issue not yet adopted
NZ IFRS 16 Leases
Impact of adoption
NZ IFRS 16 Leases, effective for accounting periods
beginning on or after 1 January 2019. Serko has elected
not to apply the standard early.
Under NZ IFRS 16 a contract contains a lease if the
contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. Adopting NZ IFRS 16 will require Serko
to recognise a lease liability reflecting the future
lease payments and a ‘right-of-use’, asset which will
be depreciated over the lease term. The statement of
comprehensive income will be impacted by the recognition
of an interest expense and a depreciation expense with
premise rental expense removed altogether.
Until the project is completed and decisions are made,
such as the transition method to apply and applicable
discount rate to calculate the lease obligation, it is not
practicable to quantify the effect of the standard.
The standard will not have any effect on the total amount
of cash flows reported but it is expected to have an effect
on the presentation of cash flows. This is because applying
NZ IAS 17 Leases, cash flows relating to operating leases
are presented as cash flows from operating activities while
applying NZ IFRS 16 will result in the presentation within
financial activities of cash flows relating to the repayment
of principal on lease liabilities. Existing operating lease
commitments are set out in note 19.
36
SERKO ANNUAL REPORT
f) Basis of consolidation
The consolidated financial statements comprise the
financial statements of Serko Limited and its subsidiaries as
at and for the year ended 31 March each year.
Control is achieved when the group is exposed, or has
rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through
its power over the investee. Specifically, the group controls
an investee if and only if the group has:
• Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee);
• Exposure, or rights, to variable returns from its
involvement with the investee; and
• The ability to use its power over the investee to affect
its returns.
When the group has less than a majority of the voting
or similar rights of an investee, the group considers all
relevant facts and circumstances in assessing whether it
has power over an investee, including:
• The contractual arrangement with the other vote holders
of the investee;
• Rights arising from other contractual arrangements; and
• The group’s voting rights and potential voting rights.
The group reassesses whether or not it controls an
investee if facts and circumstances indicate there are
changes to one or more of the three elements of control.
Consolidation of a subsidiary begins when the group
obtains control over the subsidiary and ceases when the
group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed
of during the year are included in the financial statements
from the date the group gains control until the date the
group ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
If the group loses control over a subsidiary, it:
• Derecognises the assets (including goodwill) and
liabilities of the subsidiary;
• Derecognises the carrying amount of any non-
controlling interests;
• Derecognises the cumulative translation differences
recorded in equity;
• Recognises the fair value of the consideration received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss; and
• Reclassifies the parent’s share of components
previously recognised in other comprehensive income
to profit or loss or retained earnings, as appropriate,
as would be required if the group had directly
disposed of the related assets or liabilities.
The acquisition of subsidiaries is accounted for using
the acquisition method of accounting. The acquisition
method of accounting involves recognising at acquisition
date, separately from goodwill, the identifiable assets
acquired, liabilities assumed and any non-controlling
interest in the acquiree. The identifiable assets acquired
and liabilities assumed are measured at their acquisition
date fair values. Acquisition-related costs are expensed as
incurred and recognised in profit or loss.
The difference between the above items and the fair value
of the consideration is recorded as either goodwill or gain
on bargain purchase. After initial recognition goodwill is
measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition date,
allocated to each of the group’s cash-generating units
expected to benefit from the combination, irrespective
of whether other assets or liabilities of the acquiree are
assigned to those units.
Goodwill is tested annually for impairment, or
immediately if events or changes in circumstances
indicate that it might be impaired, and carried at cost less
accumulated impairment losses. Impairment losses on
goodwill are not reversed.
Any gain on bargain purchase is recognised immediately
on acquisition to profit and loss.
Inter-company transactions, balances and unrealised
gains and losses on transactions between group
companies are eliminated.
Non-controlling interests are allocated their share of
comprehensive income after tax in the statement of
comprehensive income and are presented within equity
in the consolidated statement of financial position,
separately from the equity of the owners of the parent.
g) Foreign currency translation
i) Functional and presentation currency
Items included in these financial statements of each of the
group’s entities are measured using the currency of the
primary economic environment in which the entity operates
(the ‘functional currency’). These financial statements are
presented in New Zealand dollars, which is the group’s
presentation currency and the parent’s functional currency.
37
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
ii) Transactions and balances
Transactions in foreign currencies are initially recorded
in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at balance
date. Non-monetary items measured in terms of
historical cost in a foreign currency are translated using
the exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the
date when the fair value was determined.
Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation
at year end of exchange rates for monetary assets
and liabilities denominated in foreign currencies are
recognised in profit or loss.
iii) Foreign Currency Translation Reserve
For the purposes of presenting these consolidated
financial statements, the assets and liabilities of the
group’s foreign operations are translated into currency
units using exchange rates prevailing at the end of
each reporting period. Income and expense items are
translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the dates of
the transactions are used. Exchange differences arising,
if any, are recognised in other comprehensive income and
accumulated in the foreign currency translation reserve.
h) Financial instruments
Cash at bank and on hand and receivables are financial
assets measured at amortised cost. When financial assets
are recognised initially they are measured at fair value
plus directly attributable transaction costs. The group
determines the classification of its financial assets on
initial recognition and, when allowed and appropriate,
re-evaluates this designation at each financial year end.
Derivative financial instruments are recognised at fair
value through profit or loss.
i) Amortised cost
Financial assets measured at amortised cost are those
held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows
and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments
of principal and interest on the principal amount
outstanding. They arise when the group provides money,
goods or services directly to a debtor with no intention
of selling the receivable. Such assets are subsequently
carried at amortised cost using the effective interest
method. Gains and losses are recognised in profit or loss
when the contract assets and liabilities are derecognised
or impaired, as well as through the amortisation process.
ii) Financial liabilities
Financial liabilities are classified as ‘other financial
liabilities’. Other financial liabilities, including
interest-bearing loans and borrowings, are initially
measured at fair value, net of transaction costs. Other
financial liabilities are subsequently measured at
amortised cost using the effective interest method.
The effective interest method calculates the amortised
cost of a financial liability and allocates the interest
expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial
liability or, where appropriate, a shorter period to the net
carrying amount of the liability.
Financial liabilities are classified as current liabilities
unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after
balance date.
iii) Impairment of financial assets
The Group recognises a loss allowance for expected
credit losses on investments in debt instruments that
are measured at amortised cost or at FVTOCI, lease
receivables, trade receivables and contract assets, as
well as on financial guarantee contracts. The amount of
expected credit losses is updated at each reporting date
to reflect changes in credit risk since initial recognition of
the respective financial instrument.
The Group always recognises lifetime ECL for trade
receivables, contract assets and lease receivables. The
expected credit losses on these financial assets are
estimated using a provision matrix based on the Group’s
historical credit loss experience, adjusted for factors that
are specific to the debtors, general economic conditions
and an assessment of both the current as well as the
forecast direction of conditions at the reporting date,
including time value of money where appropriate.
For all other financial instruments, the Group recognises
lifetime ECL when there has been a significant increase
in credit risk since initial recognition. However, if the
credit risk on the financial instrument has not increased
significantly since initial recognition, the Group measures
the loss allowance for that financial instrument at an
amount equal to 12-month ECL.
38
SERKO ANNUAL REPORT
Lifetime ECL represents the expected credit losses
that will result from all possible default events over
the expected life of a financial instrument. In contrast,
12-month ECL represents the portion of lifetime ECL that
is expected to result from default events on a financial
instrument that are possible within 12 months after the
reporting date.
The Group writes off a financial asset when there is
information indicating that the debtor is in severe
financial difficulty and there is no realistic prospect of
recovery, e.g. when the debtor has been placed under
liquidation or has entered into bankruptcy proceedings,
or in the case of trade receivables, when the amounts are
over two years past due, whichever occurs sooner.
i) Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are
capitalised as part of the cost of that asset. A qualifying
asset is one that takes 12 months or longer to prepare
for its intended use or sale. Other borrowing costs are
expensed when incurred.
j) Other taxes
Revenues, expenses and assets are recognised net of the
amount of goods and services tax (GST) except where the
GST incurred on a purchase of goods and services is not
recoverable from the taxation authority, in which case the
GST is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable.
All receivables and payables are stated GST inclusive.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables or
payables in the statement of financial position.
Commitments and contingencies are disclosed net of
the amount of GST recoverable from, or payable to, the
taxation authority.
3 SIGNIFICANT ACCOUNTING JUDGEMENTS,
ESTIMATES AND ASSUMPTIONS
The preparation of the group’s consolidated financial
statements requires management to make judgements,
estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures.
Significant judgements and estimates
In the process of applying the group’s accounting policies,
management has made the following judgements,
which have an effect on the amounts recognised in the
consolidated financial statements.
Share-based payments
The fair value applied to shares granted under the restricted
share plan is the volume weighted average price (VWAP) of
shares traded in the previous 20 trading days preceding the
date of grant. Vesting of the shares is reviewed periodically
to determine that the assumptions around vesting dates and
employee churn rate are still valid (refer note 18).
Development costs
Development costs of a project are capitalised
in accordance with the accounting policy. Initial
capitalisation of costs is based on management’s
judgement that technological and economic feasibility
is confirmed, usually when a product development
project has reached a defined milestone according
to an established project management model. In
determining the amounts to be capitalised, management
makes assumptions regarding the expected future cash
generation of the project and the expected period of
benefits (refer note 10).
39
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Functional currency
The group periodically reviews the functional currency
for reporting purposes. The group believes that there
are sufficient justifications for the continued use of NZD
as the functional currency. The key factors behind this
conclusion are:
• Serko is NZX listed and has raised capital in NZD;
• Research and development grant funding is in NZD;
• NZD is the main currency for labour, operating cost
and capital expenditure; and
• The group also generates certain revenues in NZD.
Impairment of intangible or non-financial assets
Management reviews the carrying value of intangible
and non-financial assets on an annual basis, in particular,
computer software and development work in progress.
Consideration is placed on a number of factors, depending
on the specific asset in question, which may include
discounted cash flow forecasts, the ability to continue
to generate discrete cash flow and returns, any changes
or anticipated changes in the business or product
circumstances and the nature of the events that originally
gave rise to the recognition of any non-financial assets
(refer note 10).
Revenue recognition
Serko has customer agreements that contain annual
minimum transaction volume commitments that span
financial reporting periods. Based on this management
needs to make a judgement about estimated future
transaction volumes to determine related revenue for the
specific financial reporting period (refer note 4).
40
SERKO ANNUAL REPORT
Notes20192018
$ (000)$ (000)
Revenue – transaction and usage fees:
Travel platform booking revenue15,94813,283
Expense platform booking revenue2,7101,539
Supplier commissions revenue1,5381,288
Services revenue2,6981,835
Other revenue467334
Total revenue23,36118,279
Government grants141,208956
Sundry income738
Total other income1,215994
Total revenue and other income24,57619,273
20192018
$ (000)$ (000)
Geographic information
Australia18,23816,599
New Zealand3,4401,038
US1,471457
Other212185
Total revenue23,36118,279
4 REVENUE & OTHER INCOME
Revenue is recognised and measured at the fair value of
the consideration received or receivable to the extent it
is probable that the entity will collect the consideration
to which it will be entitled in exchange for the goods or
services that will be transferred to the customer. Revenue
is disclosed net of credit notes, rebates and discounts.
a) Revenue from transaction and usage fees
Revenue from transaction and usage fees is recorded at the
time travel or expense transactions are processed through
Serko’s platforms. Contracts that have fixed minimum
booking volume arrangements are recognised over the
period of volume commitment. For contracts without fixed
consideration we have applied the ‘as invoiced’ practical
expedient. Expense revenue is invoiced monthly on an
active user basis and revenue recognised at a point in
time. Supplier commission revenue, predominantly from
hotel bookings, is recognised at a point in time, once the
performance obligation is fulfilled.
Revenue from services
Revenue from a contract to provide installation services
is recognised by reference to the completion of the
contract or services delivered at balance date. If services
relate to one-off chargeable work orders, these can
be invoiced as and when the performance obligation is
satisfied. Revenue is recognised at a point in time by
applying the ‘as invoiced’ practical expedient. If these
relate to customised set up or installation, the revenues
are recognised over the contract term.
b) Contract assets
Contract assets relate to accrued revenue for contractual
minimum guarantees (refer note 7).
c) Government grants
When the grant relates to an expense item, it is recognised
as income over the periods necessary to match the grant on
a systematic basis to the costs it is intended to compensate.
Revenue is reognised once the criteria of the grant
application is met.
41
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
5 EXPENSES
Notes20192018
$ (000)$ (000)
Operating profit before taxation includes the following expenses:
Auditor remuneration and other assurance fees8679
Expected credit loss allowance on receivables7(7) -
Amortisation of intangibles10754412
Depreciation9294185
Fair value remeasurement of contingent consideration287-
Rental and operating lease expenses804729
Employee remuneration11,92410,764
Contributions to pension plans433480
Share-based payment expenses16576288
Marketing expenses1,171410
Hosting expenses1,9311,067
Other operating expenses5,0673,270
Expenses from ordinary activities23,32017,684
Research expenses (excluding capitalised development costs)2,4254,523
Notes20192018
$ (000)$ (000)
Finance income and expenses includes:
Finance income
Interest received305111
Dividends received1 -
Foreign exchange gains – net54364
Total finance income360475
Finance expenses
Interest expense(20)(43)
Other finance expenses(50)(18)
Total finance expenses(70)(61)
Total finance income and expenses290414
Research & Development (R&D) cost is a Non-GAAP measure representing the internal and external costs related to R&D that
have been included in operating costs and capitalised as computer software development during the period.
Research expenditure includes all reasonable expenditure associated with R&D activities that does not give rise to an
intangible asset. R&D expenses include employee and contractor remuneration related to these activities. It also covers
research expenditure defined by NZ IAS 38.
42
SERKO ANNUAL REPORT
Notes20192018
$ (000)$ (000)
Amounts received or due and receivable by:
Audit of financial statements – Deloitte Limited7979
Other assurance-related services (a)7-
Total audit fees8679
Auditor remuneration
The directors of Serko Limited appointed Deloitte Limited as the auditor of the group from the year ended 31 March 2018.
(a) Other assurance-related services include services for research and development assurance procedures.
43
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
6 INCOME TAX
Current tax assets and liabilities for the current period are
measured at the amount expected to be recovered from
or paid to the taxation authorities based on the current
period’s taxable income. The tax rates and tax laws used
to compute the amount are those that are enacted or
substantively enacted in the jurisdictions on which the
group operates at the reporting date.
Current income tax relating to items recognised directly
in equity is recognised in equity and not in the statement
of comprehensive income. Management periodically
evaluates positions taken in the tax returns, with respect
to situations in which applicable tax regulations are
subject to interpretation, and establishes provisions
where appropriate.
Deferred income tax is provided on all temporary
differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts
for financial reporting purposes.
Deferred income tax liabilities are recognised for all
taxable temporary differences except:
• For a deferred income tax liability arising from the
initial recognition of goodwill; and
• Where the deferred income tax liability arises from
the initial recognition of an asset or liability in a
transaction that is not a business combination and,
at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred income tax assets are recognised for all
deductible temporary differences and unused tax losses,
to the extent that it is probable that taxable profit will
be available against which the deductible temporary
differences can be utilised. The carry forward of unused
tax losses can be utilised except where the deferred
income tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or
liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
The carrying amount of deferred income tax assets is
reviewed at each balance date and reduced to the extent
that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred income
tax asset to be utilised.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based
on tax rates (and tax laws) relevant to the appropriate
tax jurisdiction, that have been enacted or substantively
enacted at the balance date.
20192018
$ (000)$ (000)
Current income tax
Current income tax charge493225
Adjustments in respect of previous years(225)(12)
268213
Deferred income tax
Origination and reversal of temporary differences(355)(42)
Income tax (benefit)/expense reported in the statement of comprehensive income(87)171
44
SERKO ANNUAL REPORT
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:
Deferred income tax at 31 March relates to the following:
Notes20192018
$ (000)$ (000)
Accounting profit (loss) before income tax1,5462,003
At the statutory income tax rate of 28% (2017:28%) 433561
Non-deductible items1437
Adjustments in respect of current income tax of previous years(225)(12)
Chinese branch tax1898
Share-based payments17081
Tax losses recognised(545)(570)
Effect of tax on overseas subsidiaries at different rate(81)6
Income tax (benefit)/expense(87)171
At effective income tax rate of:-5.6%8.5%
20192018
Statement
of financial
position
Statement of
comprehensive
income
Statement
of financial
position
Statement of
comprehensive
income
$ (000)$ (000)$ (000)$ (000)
Deferred income tax liabilities recognised
Intangibles(406)20 - -
Unrealised foreign exchange1322(10)41
Deferred income tax asset recognised
Intangibles and non-current assets72(13)85(2)
Allowance for impairment22 - -
Employee entitlements24816980 3
Bonus provision172172 - -
Leasehold liabilities(17)(17) - -
Net deferred tax asset recognised8435515542
Deferred income tax asset not recognised
Employee entitlements - (112)1125
Bonus provision - (195)195103
Allowance for impairment - - - (2)
Leasehold liabilities - 11(11)9
- (296)296115
Tax losses available to be carried forward and offset
against future income
3,240-3,785-
Total deferred tax asset not recognised3,240-4,081-
45
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
7 RECEIVABLES
Receivables are recognised initially at fair value and
subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Collectibility of receivables is reviewed on an ongoing
basis. Debts that are known to be uncollectible are
written off when identified. Trade receivables are
assessed for impairment and an expected credit loss (ECL)
provision made based on lifetime expected credit losses.
The ECL model considers various aspects of credit risk
within a risk matrix, considering history of debtor write
off, ageing of invoices, country, market and product risk.
The impairment, and any subsequent movement,
including recovery, is recognised in the statement of
comprehensive income.
Notes20192018
$ (000)$ (000)
Trade receivables3,0402,247
Expected credit loss provision(7) -
Trade receivables (net)3,0332,247
Loan receivable - 326
Allowance for impairment - (25)
Other receivables (net)15-301
GST receivable22930
Sundry debtors5821
Contract assets1,593777
Prepayments551454
Funds held in trust29-
Total receivables5,4933,831
Foreign currency risk
The carrying amounts of the group’s receivables are denominated in the following currencies:
New Zealand dollars2,9811,918
Australian dollars1,8411,846
US dollars66652
British pounds5 -
Indian rupees - 15
5,4933,831
46
SERKO ANNUAL REPORT
Allowance for impairment loss
i) Trade receivables
Group trade receivables over 60 days were $158,153 (2018: $108,099). This balance of $158,153 is not considered impaired
as amounts outstanding are in accordance with agreed payment plans and payment record of the customers concerned.
Trade receivables are non-interest bearing and are generally on 30 - 60-day terms. Serko has historically low levels of
impairment on trade receivables. A general ECL provision of $7,000 (2018: $nil) has been made as required under NZ IFRS 9.
Total0-30 days31-60 days61-90 days91+ days
$ (000)$ (000)$ (000)$ (000)$ (000)
At 31 March the ageing analysis of receivables was as follows:
2019
Trade receivables3,0402,25263048110
2018
Trade receivables2,2472,124154662
Other receivables326 - - -326
8 FINANCIAL INSTRUMENTS
Derivative financial instruments
The group uses derivatives in the form of forward exchange contracts (FECs) to reduce the risk that movements in the
exchange rate will affect the group’s New Zealand dollar cash flows. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair
value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value
is negative.
The following table presents the group’s foreign currency forward exchange contracts measured at fair value:
Notes20192018
$ (000)$ (000)
Current:
Foreign currency forward exchange contracts421288
Contractual amounts of forward exchange contracts outstanding were as follows:
Foreign currency forward exchange contracts11,01610,763
Derivative financial instruments have been determined to be within level 2 of the fair value hierarchy. Foreign currency
forward exchange contracts have been fair valued using published market foreign exchange rates and contract forward rates
discounted at a rate that reflects the credit risk of the counterparties.
7 RECEIVABLES (CONTINUED)
47
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
9 PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment are recorded
at cost less accumulated depreciation and impairment.
Initial cost includes purchase consideration and those
costs attributable to bringing the asset to the location and
condition necessary for its intended use. Where an item is
self-constructed, its construction cost includes the cost of
materials, direct labour and an appropriate proportion of
production overheads.
Subsequent expenditure relating to an item of property,
plant and equipment is added to its gross carrying
amount when such expenditure either increases the
future economic benefits beyond its existing service
potential or is necessarily incurred to enable future
economic benefits to be obtained and if that expenditure
would have been included in the initial cost of the item
had it been incurred at that time. The carrying amount of
any replaced part is derecognised.
All other repairs and maintenance expenditure is
recognised in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over
the estimated useful life of the asset. The residual value
of assets is reviewed and adjusted, if appropriate, at each
balance date.
The following estimates have been used:
• Leasehold improvements 7%
• Furniture and fittings 6 - 36%
• Computer equipment 17.5 - 48%
a) Impairment
The carrying values of property, plant and equipment
are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not
be recoverable.
If any such indication exists and where the carrying values
exceed the estimated recoverable amount, the assets are
written down to their recoverable amounts.
b) Disposal
An item of property, plant and equipment is derecognised
upon disposal or when no further future economic benefits
are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the
carrying amount of the asset) is included in profit or loss in
the year the asset is derecognised.
48
SERKO ANNUAL REPORT
Notes
Leasehold
improvement
Furniture &
fittings
Computer
equipment
Total
$ (000)$ (000)$ (000)$ (000)
2019
Cost or valuation
Balance at 1 April 20187703675741,711
Additions28166270464
Acquisition through business combinations1314243068
Currency translation-(1)(1)(2)
Balance at 31 March 20198125568732,241
Depreciation
Balance at 1 April 2018222175421818
Depreciation expense11148135294
Balance at 31 March 20193332235561,112
Net carrying amount4793333171,129
2018
Cost or valuation
Balance at 1 April 20177673543981,519
Additions413176193
Currency translation(1)--(1)
Balance at 31 March 20187703675741,711
Depreciation
Balance at 1 April 2017116139378633
Depreciation expense1063643185
Balance at 31 March 2018222175421818
Net carrying amount548192153893
9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
49
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
10 INTANGIBLES
Intangible assets acquired separately or in a business
combination are initially measured at cost. The cost of
an intangible asset acquired in a business combination
is its fair value as at the date of acquisition. Following
initial recognition, intangible assets are carried at cost
less any accumulated amortisation and any accumulated
impairment losses. Costs related to internally generated
intangible assets, excluding capitalised development costs,
are not capitalised and expenditure is recognised in profit
or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite
lives are amortised over the useful lives and tested for
impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period
and the amortisation method for an intangible asset with a
finite useful life is reviewed at least at each financial year
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for prospectively
by changing the amortisation period or method, as
appropriate, which is a change in accounting estimate.
The amortisation expense on intangible assets with finite
lives is recognised in profit or loss.
Intangible assets with indefinite useful lives are tested
for impairment annually either individually or at the
cash-generating unit level. Such intangibles are not
amortised. An intangible asset with an indefinite useful life
is reviewed each reporting period to determine whether
indefinite life assessment continues to be supportable.
If not, the change in the useful life assessment from
indefinite to finite is accounted for as a change in an
accounting estimate and is thus accounted for on a
prospective basis.
Gains or losses arising from derecognition of an
intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the
asset and are recognised in profit or loss when the asset
is derecognised.
A summary of the policies applied to the group’s intangible
assets is as follows:
• Computer Software
(finite, amortised on a straight-line basis 40 - 60%);
and
• Capitalised software development costs
(finite, amortised on 5 years straight-line basis).
Research and development
Research and maintenance costs are expensed as
incurred. An intangible asset arising from development
expenditure on an internal project is recognised only when
the group can demonstrate the technical feasibility of
completing the intangible asset so that it will be available
for use or sale, its intention to complete and its ability
to use or sell the asset. Also how the asset will generate
future economic benefits, the availability of resources
to complete the development and the ability to reliably
measure the expenditure attributable to the intangible
asset during its development. Following initial recognition
of the development expenditure, the cost model is
applied requiring the asset to be carried at cost less any
accumulated amortisation and impairment losses. Any
expenditure capitalised is amortised over the period of
expected benefit from the related project.
Intangible assets under development at balance date are
recorded as capital work in progress and are not subject
to amortisation.
Impairment of non-financial assets
Intangible assets that have a indefinite useful lives or are
not yet completed are not subject to amortisation and
are tested annually for impairment or more frequently
if events or changes in circumstances indicate that they
might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
In undertaking an impairment review of non-financial
assets that have definite useful lives the following
assumptions were used in the impairment model;
• Cash flow projections across a five-year forecast
period;
• Discount rate of between 11.5% to 15.0% (FY18:
15.0%);
• Discount factor applied using a mid-year convention;
and
• Terminal growth rates of between 0% to 2.4%.
50
SERKO ANNUAL REPORT
Goodwill
Intellectual
property
Key employee
retention
Customer
contracts
Other
intangible
assets
Development
work in
progress
Computer
software
Total
$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)
2019
Cost
Balance at 1 April 2018220 - 78443 - 492,9153,705
Additions - - - - 736,740 - 6,813
Assets no longer in use(220) - (78)(443) - - (201)(942)
Transfer of cost - - - - - (2,023)2,023 -
Acquisition through
business combinations
(refer note 13)
1,4441,523 - - - - 393,006
Currency translation(39)(46)----(1)(86)
Balance at 31 March 20191,4051,477 - - 734,7664,77512,496
Amortisation and impairment
Balance at 1 April 2018220 - 78443 - - 1,3902,131
Amortisation - 76 - - - - 678754
Assets no longer in use(220) - (78)(443) - - (201)(942)
Balance at 31 March 2019 - 76 - - - - 1,8671,943
Net carrying amount1,4051,401 - - 734,7662,90810,553
2018
Cost
Balance at 1 April 2017220 - 78443 - 2052,3763,322
Additions - - - - - 32855383
Transfer of cost - - - - - (484)484 -
Balance at 31 March 2018220 - 78443 - 492,9153,705
Amortisation and impairment
Balance at 1 April 2017220 - 78443 - - 9781,719
Amortisation - - - - - - 412412
Balance at 31 March 2018220 - 78443 - - 1,3902,131
Net carrying amount - - - - - 491,5251,574
10 INTANGIBLES (CONTINUED)
An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its
recoverable amount. Recoverable amount is the higher of
an asset’s fair value less costs to sell, and value in use. For
the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately
identifiable cash inflows that are largely independent of
the cash inflows from other assets or groups of assets
(cash-generating units (‘CGU’s’). Non-financial assets,
including development work in progress and computer
software are assessed for impairment at a group level
under one reporting segment. InterplX has been assessed
as a seperate CGU and an impairment assessment has
been performed for goodwill and indefinite intangible
assets.
Non-financial assets, other than goodwill that suffered
impairment, are tested for possible reversal of the
impairment whenever events or changes in circumstances
indicate that the impairment may have reversed.
51
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
11 CASH AT BANK AND ON HAND
Cash and short-term deposits in the statement of financial position comprise cash at bank, and on hand, short-term highly
liquid investments with an original maturity of three months or less.
12 TRADE AND OTHER PAYABLES
Employee benefits
Liabilities for wages and salaries, including non-monetary
benefits, long service leave and annual leave expected
to be settled within 12 months of the reporting date
are recognised in respect of employees’ services up to
the reporting date. They are measured at the amounts
expected to be paid when the liabilities are settled.
Liabilities for wages and salaries that are not expected to
be settled within 12 months are measured at the present
value of the estimated future cash outflows to be made by
the group in respect of services provided by employees up
to the reporting date.
Post-employment benefits
Contributions made on behalf of eligible employees
to defined contribution funds are recognised in the
period they are incurred. The defined contribution
funds receive fixed contributions from the group whose
legal or constructive obligation is limited to these
contributions only.
Trade and other payables
Trade payables and other payables are carried at
amortised cost and represent liabilities for goods and
services provided to the group prior to the end of the
financial year that are unpaid and arise when the group
becomes obliged to make future payments in respect of
the purchase of these goods and services.
20192018
$ (000)$ (000)
Cash at bank – New Zealand dollar balances8,9454,529
Cash at bank – foreign currency balances6,787703
15,7325,232
The carrying amounts of the group’s cash at bank and on hand are denominated in the following currencies:
New Zealand dollars8,9454,529
Australian dollars6,356532
Chinese Yuan290 -
US dollars119171
Indian rupees22-
15,7325,232
52
SERKO ANNUAL REPORT
13 BUSINESS COMBINATIONS — INTERPLX INC.
Transaction description
On 20 December 2018 Serko announced the acquisition of 100% shareholding in InterplX Inc. (InterplX) based in Minneapolis,
US for consideration totalling USD$2,500,000 (in exchange for Serko Limited shares). InterplX is a provider of SaaS expense
software in the United States. The company provides business expense management solutions, including expense audit,
payment processing and receipt processing to a range of organisations, including Fortune 500 clients.
Serko Limited has a 100% shareholding in InterplX and on that basis has achieved control. Serko has consolidated InterplX
from 1 January 2019 and included it as a separate cash-generating unit for management reporting purposes.
The average credit period on trade payables is approximately 30 days.
12 TRADE AND OTHER PAYABLES (CONTINUED)
20192018
$ (000)$ (000)
Trade payables1,144428
Accrued expenses2,7011,640
Lease incentive193223
Annual leave accrual887665
GST payable - 20
Total trade and other payables4,9252,976
Disclosed as:
Current4,7912,793
Non-current134183
4,9252,976
53
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
13 BUSINESS COMBINATIONS — INTERPLX INC. (CONTINUED)
Consideration
Consideration for the acquisition was part-settled in shares at the market price on 20 December 2018, with the purchase
agreement including contingent consideration to be issued in further Serko shares, to be issued 31 January 2020. Contingent
consideration is calculated based on achievement of InterplX revenue performance over the period 1 January 2019 to
31 December 2019. For the purposes of quantifying the amount payable, an estimate has been made based on the expected
performance of InterplX in 2019 and the fair value of the shares to be issued.
Contingent consideration is measured at fair value at each reporting date and remeasurement changes are reognised in profit
and loss (fair value at reporting date was $1,825,000).
Intangible assets
The fair value attributable to intellectual property (IP) is calculated using a royalty valuation method (15% royalty rate) which
represents the ‘arms length’ cost to license or sell the IP from a third party.
Goodwill
Goodwill is attributable to the strength of InterplX business experience and capability in the US market.
Serko has recognised revenue included in the statement of comprehensive income from 1 January 2019 to 31 March 2019 of
$883,000. InterplX contributed net loss after tax of $59,000 for the same period. Had InterplX been consolidated from 1 April
2018 the impact on the statement of comprehensive income for the full year period ended 31 March 2019 would have been an
increase in revenue of $3,678,000 and decrease in net profit after tax of $525,000.
Notes2019
$ (000)
Shares — Serko Limited1,538
Contingent consideration1,538
Total purchase consideration3,076
Fair value assets and liabilities recognised as a result of the acquisition are as follows:
Property, plant and equipment968
Intangible assets1039
Cash on hand20
Trade and other receivables628
Other assets56
Trade and other payables(236)
Other liabilities(40)
Intellectual property101,523
Deferred tax(426)
Net identifiable assets acquired1,632
Goodwill101,444
Total purchase consideration3,076
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
54
SERKO ANNUAL REPORT
14 GOVERNMENT GRANTS
Government grants are received for direct reimbursement of expenses to assist with research and development of software
solutions to improve service delivery and develop new enhancements to existing platforms.
There are no unfulfilled conditions or contingencies attached to these grants.
15 INTEREST-BEARING LOANS AND BORROWINGS
Notes20192018
$ (000)$ (000)
Current
Loan payable20-301
Leasehold fitout loan5450
54351
Non-current
Leasehold fitout loan149204
149204
In 2018, an interest bearing receivable from nuTravel Technology was reassigned back to Financial Equities Limited (FEL),
reversing the original assignment to Serko Limited in 2014. FEL is a company associated with directors Bob Shaw and
Darrin Grafton.
55
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
16 EQUITY
Ordinary share capital is recognised at the fair value of the consideration received. Transaction costs relating to the listing
of new ordinary shares and the simultaneous sale and listing of existing shares are allocated to those transactions on a
proportional basis.
Transaction costs relating to the sale and listing of existing shares are not considered costs of an equity instrument as no equity
instrument is issued and, consequently, costs are recognised as an expense in the statement of comprehensive income when
incurred. Transaction costs relating to the issue of new share capital are recognised directly in equity as a reduction of the
share proceeds received.
In the current year the group issued no shares (2018: 2,000,000) under the Restricted Share Plan (RSP). In respect of the RSP
230,050 restricted shares (2018: 710,313) had been allocated to key management personnel and 116,107 (2018: 228,519)
allocated to other Serko employees. Unallocated shares are 1,592,299 (2018: 1,819,732) (refer to note 18).
2019201820192018
Number of
shares
Number of
shares
$ (000)$ (000) (000)(000)
Ordinary shares
Share capital at beginning of year25,18525,18574,89474,894
Issue of shares pursuant to institutional capital placement15,048 - 5,455 -
Transaction costs for issue of new shares(778) - - -
Shares issued in respect of InterplX acquisition1,538 - 574 -
Share capital at 31 March40,99325,18580,92374,894
Share-based payment reserve
Balance at 1 April1,3091,021 - -
Shares allocated to employees via Restricted Share Plan406252 - -
Shares forfeited from employees via Restricted Share Plan(24)(23) - -
Share options to non-exec directors - 59 - -
Share-based payments — employee share options194 - - -
Share-based payment reserve at 31 March1,8851,309 - -
56
SERKO ANNUAL REPORT
17 EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the profit for the year, attributable to ordinary equity holders of the parent, by
the weighted average number of ordinary shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year, plus the weighted average number of shares that would be
issued on conversion of all of the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and
the date of authorisation of these financial statements.
Notes20192018
$ (000)$ (000)
Profit attributable to ordinary equity holders of the parent
Continuing operations1,6331,832
1,6331,832
Notes20192018
NumberNumber
Basic earnings per share
Issued ordinary shares (refer note 16)1680,92374,894
Adjusted for employee restricted share plan shares(2,769)(2,991)
Weighted average of issued ordinary shares78,15471,903
Basic earnings per share (dollars)0.020.03
Diluted earnings per share
Weighted average of issued ordinary shares77,58474,894
Weighted average of issued ordinary shares for diluted earnings per share77,58474,894
Diluted earnings per share (dollars)0.020.02
Notes20192018
CentsCents
Net tangible assets per security19.389.04
57
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
18 SHARE-BASED PAYMENTS
Employees of the group receive remuneration at the
Board’s discretion in the form of share-based payment
transactions, where services are provided as consideration
for the receipt of equity instruments.
The cost of share-based payment transactions are
recognised, together with a corresponding increase in
equity, over the period in which the service conditions are
fulfilled. The cumulative expense recognised for share-
based transactions at each reporting date, until the vesting
date, reflects the extent to which the vesting period has
expired and the group’s best estimate of the number
of equity instruments that will ultimately vest. The
expense or credit for a period represents the movement in
cumulative expenses recognised at the beginning and end
of that period.
No expense is recognised for awards that do not
ultimately vest except where vesting is conditional upon a
market condition.
Employee Restricted Share Plan
The Serko Limited Employee Restricted Share Plan (RSP)
was introduced for selected executives and employees of
the group. Under the RSP ordinary shares in Serko Limited
are issued to a trustee, Serko Trustee Limited, a wholly-
owned subsidiary, and allocated to participants, on grant
date, using funds lent to them by the company.
The price for each share vested during the year under the
RSP is the higher of the market price of the share on the
date on which the shares are allocated or the grant price.
Under the RSP shares are beneficially owned by the
participants. The length of retention period before
the shares vest is between one and three years. If the
individual is still employed by the group at the end of this
specific period, the employee is awarded a cash bonus
that must be used to repay the loan and shares are then
transferred to the employee. The number of shares
awarded is determined by the Remuneration Committee
of the Board. The weighted average grant date fair
value of restricted shares issued during the year was
$2.96 (2018: $0.49) and was determined by the volume
weighted average price (VWAP) of shares traded in the
previous 20 trading days preceding the date of grant.
The group has no legal or constructive obligation to
repurchase the shares or settle the RSP for cash.
20192018
Number of sharesNumber of shares
Unvested shares at 1 April1,398,7071,359,226
Granted345,890356,066
Forfeited(22,219)(128,633)
Vested(222,435)(187,952)
Unvested shares at 31 March — allocated to employees1,499,9431,398,707
Ageing of unvested shares
Vest within one year842,911183,810
Vest within two to five years657,0321,214,897
Ageing of unvested shares at 31 March — allocated to employees1,499,9431,398,707
Unallocated shares – held by trustee1,268,6281,592,299
58
SERKO ANNUAL REPORT
Employee share options scheme
Options are granted to selected employees. The exercise price of the granted options is equal to the volume weighted average
share price of Serko Limited shares for the 20 trading days preceding the grant date.
Options are conditional on the completion of the necessary years of service (the vesting period) as appropriate to that tranche.
The options’ tranches vest over two to five years from the grant date. No options can be exercised later than five years from
grant date. There were 14 holders of options at 31 March 2019 (2018: nil)
The group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of options outstanding and their related weighted average exercise prices are as follows:
18 SHARE-BASED PAYMENTS (CONTINUED)
The weighted average fair value of options granted during the year, determined using the Black-Scholes valuation model,
was $1.64 per option (2018: nil).
The significant inputs into the model were the market share price at grant date, the grant price as shown above, expected
annualised volatility of between 55% and 66% (FY18: nil), a dividend yield of 0%, an expected option life of between two and
five years (FY18: nil) and an annual risk-free interest rate of 3%.
The volatility input measured is the standard deviation of continuously compounded share returns and is based on a statistical
analysis of daily share prices in the past one to five years.
Non-executive director shares
The group’s non-executive directors were granted shares in 2014 and are to be settled by way of a non-recourse loan. The non-
recourse loan is due for repayment 30 June 2020, following an extension to the previous loan due 30 June 2017. These were
valued using Black-Scholes model at the time of loan extention. No change of value recognised for the current year.
Options outstanding at the end of the year have the following expiry dates and exercise prices:
GrantedExpiry dateGrant price2019 Options2018 Options
$ (000)(000)
2018-192020-212.6829 -
2018-192021-222.6815 -
2018-192022-232.6815 -
2018-192023-242.6815 -
2018-192023-242.97199 -
2018-192023-242.844 -
2018-192023-243.322 -
2018-192023-243.198 -
287-
2019 Weighted
average
exercise price
2019 Options
2018 Weighted
average
exercise price
2018 Options
($)(000)($)(000)
Outstanding at 1 April----
Granted2.90287 - -
Outstanding at 31 March2.90287--
59
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
19 LEASE COMMITMENTS
The determination of whether an arrangement is,
or contains, a lease is based on the substance of the
arrangement and requires an assessment of whether the
fulfillment of the arrangement is dependent on the use of
a specific asset or assets and the arrangement conveys a
right to use the asset.
A distinction is made between finance leases, which
effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to
ownership, and operating leases under which the lessor
effectively retains substantially all such risks and benefits.
a) Operating leases
Operating lease payments are recognised as an expense in
profit or loss on a straight-line basis over the lease term.
Operating lease incentives are recognised as a liability
when received and subsequently reduced by allocating
lease payments between rental expense and reduction
of the liability (refer note 12). These lease commitments
primarily relate to property leases.
20192018
$ (000)$ (000)
Operating lease commitments
No later than one year601562
Later than one year and not later than five years1,0871,365
1,6881,927
60
SERKO ANNUAL REPORT
Serko Australia Pty Limited’s principal business is the marketing and support of travel booking software solutions supplied
by Serko Limited.
Serko Trustee Limited was incorporated on 4 June 2014 to hold the shares issued to key management and staff in the
Restricted Share Scheme in trust until vesting.
Serko India Private Limited was incorporated on 18 February 2015 as a subsidiary for the India-based operations.
Serko Investments Limited was incorporated on 5 November 2014 as a holding company. It holds 1% of the shares in Serko
India Private Limited.
Foshan Sige Information Technology Limited was incorporated on 7 August 2017 as a subsidiary for the China-based operations.
Serko Inc was incorporated on 30 October 2017 as a subsidiary for the US-based operations.
InterplX Inc was acquired on 20 December 2018 as a subsidiary of the group. InterplX Inc is an Expense solution based in the
US. The current balance date for InterplX is 31 December however, this will be changed to align with the balance date of the
group.
% Equity interestInvestment $(000)
NameBalance date2019201820192018
Serko Australia Pty Limited31 March100%100%11
Serko Trustee Limited31 March100%100%--
Serko India Private Limited31 March99%99%22
Serko Investments Limited31 March100%100%--
Foshan Sige Information Technology Limited31 March100%100%--
Serko Inc31 March100%100%--
InterplX Inc31 December100%0%3,076-
3,0793
20 RELATED PARTIES
a) Subsidiaries
The consolidated financial statements include the financial statements of Serko Limited and subsidiaries as listed in the
following table:
61
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Non-executive directors provide services to Serko in their capacity as non-executive directors and have service agreements
with specified amounts of fees payable per annum. The non-executive directors also hold share options with related non-
recourse loans (refer note 18).
c) Key management remuneration
b) Transactions with related parties
The following table provides the total amount of transactions that have been entered into with related parties, excluding key
management and executive director remuneration.
* Key management personnel includes the executive directors in their capacity as Chief Executive Officer and Chief Strategy Officer, the executive management
team and their direct reports.
Notes
Purchases from
related parties
Interest to
related parties
Amounts owed
to related
parties
Amounts owed
by related
parties
$ (000)$ (000)$ (000)$ (000)
Other related parties
Financial Equities Limited2019 - - - -
152018 - 21301 -
Simon Botherway – Chairman2019108 - - -
201880 - - -
Clyde McConaghy – Non-executive Director201983 - - -
201874 - - -
Claudia Batten – Non-executive Director201983 - - -
201874 - - -
Total2019274 - - -
201822821301 -
20192018
$ (000)$ (000)
Short-term benefits employees (*)3,8003,294
Share-based payments427162
Post-employment benefits12172
Total compensation4,3483,528
20 RELATED PARTIES (CONTINUED)
d) Terms and conditions of transactions with related parties.
Outstanding balances at year end are unsecured and settlement occurs in cash.
For the year ended 31 March 2019, the group has not made any allowance for impairment loss relating to amounts owed by
related parties (2018: $nil). An impairment assessment is undertaken each financial year by examining the financial position
of the related party and the market in which the related party operates to determine whether there is objective evidence
that a related party receivable is impaired. When such objective evidence exists, the group recognises an allowance for the
impairment loss.
62
SERKO ANNUAL REPORT
21 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
20192018
$ (000)$ (000)
Net profit after tax1,6331,832
Add non-cash items
Amortisation754412
Depreciation294185
Fair value remeasurement of contingent consideration287-
Increase/(decrease) in deferred tax(72)(42)
Loss/(gain) on foreign exchange transactions(153)(556)
Share-based compensation576288
3,3192,119
Add/(less) movements in working capital items
(Increase)/decrease in receivables excluding loans(1,795)(764)
Increase/(decrease) in trade and other payables1,998123
Increase/(decrease) in income tax payable125(62)
328(703)
Net cash flow from operating activities3,6471,416
22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The group’s principal financial instruments comprise cash at bank, derivatives, receivables, payables and loans.
The group manages its exposure to key financial risks, including currency risk, in accordance with the group’s financial risk
management policy. The objective of the policy is to support the delivery of the group’s financial targets whilst protecting
future financial security.
Group capital consists of share capital and retained earnings. To maintain or adjust the capital structure, the group may adjust
amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or amend capital spending plans.
The main risks arising from the group’s financial instruments are foreign currency, interest, credit and liquidity risk. The
group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring
levels of exposure to foreign exchange risk, and assessments of market forecasts for foreign exchange. Ageing analyses
and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the
development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks as summarised below.
63
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
a) Risk exposures and responses
i) Interest rate risk
The group has exposure to interest rate risk to the extent it borrows funds at fixed and floating interest rates. The risk
specifically relates to the variability of interest rates and the impact this will have on the group’s financial results. The group
manages its cost of borrowing by placing limits on the proportion of borrowings at floating rate and the proportion of fixed
rate borrowing repriced in any year.
At balance date this year and prior year, the group did not have any financial liabilities exposed to variable interest rate risk.
ii) Liquidity and interest rate risk
Liquidity risk represents the group’s ability to meet its financial obligations on time. In terms of managing its liquidity risk, the
group generates sufficient cash flows from its operating activities and holds sufficient cash reserves to meet its obligations
arising from its financial liabilities and has credit lines in place to cover potential shortfalls.
The following table sets out the contractual cash flows for all non-derivative financial liabilities settled on a gross cash flow basis.
Weighted
average effective
interest rate %
Contractual
cash flows
6 months
or less
6-12 months1-2 years2-5 years
More than
5 years
$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)
Group — 2019
Accounts payable0%4,7324,732 - - - -
Leasehold fitout loan8%23334346897 -
4,9654,766346897 -
Group — 2018
Accounts payable0%2,7542,754 - - - -
Related party loans6%301301 - - - -
Leasehold fitout loan8%302343468166 -
3,3573,0893468166 -
b) Currency risk
The group has exposure to foreign exchange risk as a result of transactions denominated in foreign companies. The risk
specifically relates to the variability of foreign exchange rates for the currencies the group trades in and the impact this has
on the group’s financial results. The majority of the group’s trading activities occur in New Zealand dollars, however, sales to
overseas customers are transacted in United States and Australian dollars.
Refer to notes 7 (receivables), 11 (cash at bank and on hand), 12 (trade and other payables) and 13 (business combinations) for
further details on the group’s foreign currency denominated accounts receivable and cash balances.
22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
64
SERKO ANNUAL REPORT
The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of +/- 15% (2018:
+/- 15%) has been selected owing to exchange rate volatility observed.
c) Credit risk
Credit risk arises from the financial assets of the group, which comprise cash and cash equivalents, receivables and contract
assets. The group’s exposure to credit risk arises from potential default of the counterparty, with a maximum exposure equal
to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note.
The group does not hold any credit derivatives to offset its credit exposure.
The expected credit loss provision is monitored on an ongoing basis with the result that the group’s exposure to bad debts is
not significant.
At reporting date 99% (2017: 100%) of the group’s cash and cash equivalents were with one bank. The group has no other
concentrations of credit risk.
d) Fair value
The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated
financial statements approximate their fair value.
Foreign currency risk
-15%+15%
Carrying amountPost-tax profitEquityPost-tax profitEquity
$ (000)$ (000)$ (000)$ (000)$ (000)
2019
Foreign exchange balances
Cash at bank6,787862862(637)(637)
Trade receivables2,507315315(239)(239)
Trade payables(173)(22)(22)1616
Net exposure9,1211,1551,155(860)(860)
2018
Foreign exchange balances
Cash at bank7038989(66)(66)
Trade receivables1,913243243(180)(180)
Trade payables(110)(14)(14)1010
Net exposure2,506318318(236)(236)
22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
65
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
23 SEGMENT INFORMATION
The Board and senior management team monitors the results of the group’s operations as a whole for the purpose of
making decisions about resource allocation and performance assessment and therefore the Board has determined the
group is a single reportable operating segment.
This reporting segment is predominantly made up of revenue generated from Travel platform booking and Expense revenue.
Revenues have been disaggregated at note 4.
As required under NZ IFRS 8 Serko is required to report on major customers making up more than 10% of the revenue for the
year. Under this disclosure Serko advises that two customers had revenue more than 10% of the revenue for the group.
These customers accounted for $10,721,614 of the revenue for the year ended 31 March 2019 (2018: $9,219,226).
24 EVENTS AFTER BALANCE SHEET DATE
There have been no events subsquent to 31 March 2019 which materially impact the results reported (2018: nil).
25 CONTINGENT LIABILITIES
There were no contingent liabilities at balance date (2018: $nil).
66
SERKO ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
OPINION
We have audited the consolidated financial statements
of Serko Limited and its subsidiaries (the ‘Group’), which
comprise the consolidated statement of financial position
as at 31 March 2019, and the consolidated statement of
comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to
the consolidated financial statements, including a summary of
significant accounting policies.
In our opinion, the accompanying consolidated financial
statements, on pages 30 to 65, present fairly, in all material
respects, the consolidated financial position of the Group as
at 31 March 2019, and its consolidated financial performance
and cash flows for the year then ended in accordance with
New Zealand Equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and International Financial Reporting
Standards (‘IFRS’).
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (‘ISAs’) and International Standards
on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial
Statements section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with
Professional and Ethical Standard 1 (Revised) Code of Ethics
for Assurance Practitioners issued by the New Zealand
Auditing and Assurance Standards Board and the International
Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
To the Shareholders of Serko Limited
Other than in our capacity as auditor and the provision of
assurance services, we have no relationship with or interests
in the Company or any of its subsidiaries, except that partners
and employees of our firm deal with the Company and its
subsidiaries on normal terms within the ordinary course
of trading activities of the business of the Company and its
subsidiaries.
AUDIT MATERIALITY
We consider materiality primarily in terms of the magnitude
of misstatement in the financial statements of the Group that
in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be
changed or influenced (the ‘quantitative’ materiality). In
addition, we also assess whether other matters that come to
our attention during the audit would in our judgement change
or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of
our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements
as a whole to be $260,000
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters.
67
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Key audit matterHow our audit addressed the key audit matter
Revenue recognition
The Group has reported revenue of $23.4 million, as set out in
note 4 ‘Revenue and other income’.
Revenue is based on multiple customer contracts that contain
different pricing schedules and varying revenue recognition
triggers. Complexity exists because of the specific nature of each
customer contract, which can include transactional and usage fees,
establishment and installation fees, and chargeable work orders.
Management judgment is required to estimate revenue
recognition where cash flows do not align to contract performance
obligations, in particular when minimum transaction volume
commitments have period end dates that do not align to the
financial year end.
The recognition of revenue is a key audit matter due to the
significance of revenue to the financial statements and the specific
nature of individual customer contracts. This is also the year of
adopting the new revenue standard NZ IFRS 15: Revenue from
Contracts with Customers’.
We considered the application of NZ IFRS 15:
Revenue from Contracts with Customers to Serko’s
key revenue streams, and challenged the Group’s
transition assessments.
We performed walkthroughs of the major
revenue processes and evaluated the design and
implementation of key controls.
We tested a sample of transactions by agreeing
invoices to signed customer contracts in order to
validate pricing inputs and assess whether revenue
has been recorded in the correct period.
We used data analytic tools to:
• identify outlying revenue transactions and ensure
they were supported by contractual arrangements
or trasactional data
• agree travel booking transactions recorded in IT
systems to the financial ledger
• test samples of manual journal entries recorded
outside of normal business processes by profiling
for outlying revenue impacting journals.
We assessed key judgements adopted by the Group
in recognising revenue including the timing and
disclosure of revenue net of credit notes, rebates
and discounts.
Acquisition of InterplX Business Combination
As discussed in note 13, at 20 December 2018, Serko acquired
InterplX Inc (‘InterplX’) for a total fair value consideration of
NZ$3.1m, of which NZ$1.5m has been deferred as contingent
consideration based on the achievement of InterplX’s future
revenue performance.
On acquisition, the Group is required to identify the assets and
liabilities acquired in a business combination, including intangible
assets, and to measure them at fair value at the date of acquisition.
Goodwill arising is the excess of consideration paid over the fair
value of the assets and liabilities acquired.
Intellectual property totaling $1.5m has been valued using the
relief from royalty method. The key assumptions applied in this
model were forecast sales volumes and profitability and the
royalty rate.
The acquisition of InterplX is included as a key audit matter due
to the size of the acquisition and because significant judgement
is required to determine the fair value of assets and liabilities
acquired, especially in relation to the fair value of intangible assets
acquired representing intellectual property.
We read the sale and purchase agreement (the
‘agreement and plan of merger’) and other key
documents related to the acquisition in order to
identify whether all identifiable intangible assets
were recognised.
We worked with our internal valuation specialists to
challenge the fair value measurement of contingent
consideration.
We challenged key assumptions used in the royalties
from relief valuation model, including:
• revenue and expense growth rates;
• comparing forecast sales and profitability
to Board approved forecasts; and
• utilised our internal valuation specialists to
conclude on the appropriateness of the use
of the relief from royalty valuation model and
rates applied.
68
SERKO ANNUAL REPORT
Key audit matterHow our audit addressed the key audit matter
Capitalisation and impairment considerations of
software development
The Group capitalised $6.7 million in relation to software
development, as set out in note 10 ‘Intangibles’, of which $4.8
million relates to development work in progress at balance
date.
As a Software as a Service (‘SaaS’) provider, the Group incurs
significant expenditure in developing new software products.
Judgement is required to determine if the recognition criteria
under NZ IAS 38 Intangible Assets have been met in order to
capitalise the applicable costs of development, which include
technical feasibility, likelihood of generating future economic
benefits and sufficient funding for completion.
The Group must also assess each period whether there are any
indications that the software development assets are impaired
and must perform impairment testing on any capitalised
development costs for which there are indicators of impairment
or which relate to software that is not yet available for use.
We have included capitalisation and impairment considerations
of software development as a key audit matter due to the level of
judgement required for management to determine whether:
• internal staff time incurred meet the criteria
to be capitalised; and
• information exists as at year end that would
indicate the need to impair an intangible asset.
For each product, we have understood the nature of
expenditure, the stage of product development, and
how the group distinguishes expenditure between
research, development and maintenance costs.
We performed audit procedures over development
costs capitalised as computer software, by testing a
sample of additions and evaluating if the recognition
criteria under NZ IAS 38 have been met.
For development work in progress, we used our
internal valuation specialists to assist in evaluating
the assumptions used in the Group’s discounted
cash flow model, specifically the discount rate and
terminal growth rates used, to support the carrying
value as at 31 March 2019 of computer software
including that which is in development.
We assessed key judgements adopted by
management to determine whether indicators
for impairment exist. In particular we considered
existing software for technical obsolescence, by
ensuring appropriate revenues exist for those
products and corroborating with management
whether features or product enhancements
previously capitalised are still in use.
69
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
OTHER INFORMATION
The directors are responsible on behalf of the Group for
the other information. The other information comprises
the information in the Annual Report that accompanies the
consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and
consider whether it is materially inconsistent with the
consolidated financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated.
If so, we are required to report that fact. We have nothing to
report in this regard.
DIRECTORS’ RESPONSIBILITIES FOR THE
CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible on behalf of the Group for the
preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS, and for such
internal control as the directors determine is necessary to
enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the
directors are responsible on behalf of the Group for assessing
the Group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with
ISAs and ISAs (NZ) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of the
consolidated financial statements is located on the External
Reporting Board’s website at: :
https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
RESTRICTION ON USE
This report is made solely to the Company’s shareholders, as a
body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to
state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company’s
shareholders as a body, for our audit work, for this report, or
for the opinions we have formed.
Bryce Henderson, Partner for Deloitte Limited
Auckland, New Zealand
22 May 2019
70
SERKO ANNUAL REPORT
CORPORATE GOVERNANCE & DISCLOSURES
For the year ended 31 March 2019
INTRODUCTION
The Board and management of Serko Limited (Serko or
the company) are very committed to ensuring that Serko
maintains corporate governance practices that are in line
with or, where possible, exceed best practice and that Serko
adheres to the highest ethical standards.
The Board has considered the NZX Listing Rules and a number
of corporate governance recommendations when establishing
its governance framework, including the revised NZX
Corporate Governance Code 1 January 2019 (NZX Code) and
the Third Edition of the Australian Securities Exchange (ASX)
Corporate Governance Council Principles
and Recommendations.
The NZX Listing Rules require Serko to formally report
its compliance against the recommendations contained
in the NZX Code. How Serko has implemented these
recommendations is set out in Serko’s Corporate Governance
Statement, which is included in its ESG Report and can be
found on the investor centre of the company’s website. Go
to: www.serko.com/investor-centre/. The Board considers
that Serko’s corporate governance structures, practices and
processes have followed all of the recommendations in the
NZX Code during the financial year ended 31 March 2019.
Serko’s Corporate Governance Statement and governance
charters and policies can be found on the investor centre
of the company’s website. Go to: www.serko.com/investor-
centre/. Serko’s corporate governance charters and policies
have been approved by the Board and are regularly reviewed
by the Board and amended (as appropriate) to reflect
developments in corporate governance practices.
STOCK EXCHANGE LISTINGS
Serko is listed on the New Zealand Stock Exchange (NZX Main
Board) and on the Australian Securities Exchange (ASX) as an
ASX Foreign Exempt Listing. As an ASX Foreign Exempt Listing,
Serko needs to comply with the NZX Listing Rules (other than
as waived by NZX) but does not need to comply with the vast
majority of the ASX Listing Rule obligations.
Serko is incorporated in New Zealand.
OVERVIEW OF SERKO’S GOVERNANCE STRUCTURE
The Serko Board has been appointed by shareholders to
protect and enhance the long-term value of Serko and to act
in the best interests of Serko and its shareholders. The Board
is the ultimate decision-making body of the company and is
responsible for the corporate governance of the company. The
role and responsibilities of the Board are set out in the Board
Charter, which can be found on the investor centre of the
company’s website.
The Board currently comprises an independent non-executive
Chair, two independent non-executive directors and two
executive directors, as detailed on page 14 of this Annual
Report. These directors held office through out the financial
year ended 31 March 2019.
The Board has established two standing Board Committees to
assist in the execution of the Board’s responsibilities:
• Audit and Risk Committee – The current members
of the Committee are Clyde McConaghy (Chair),
Simon Botherway and Claudia Batten. All members
are independent, non-executive directors. Their
qualifications and experience is set out under Board
of Directors in this Annual Report; and
• Remuneration and Nominations Committee – The
current members of the Committee are Claudia
Batten (Chair), Simon Botherway and Clyde
McConaghy. All members are independent, non-
executive directors. Their qualifications and
experience is set out under Board of Directors in this
Annual Report.
DIRECTOR REMUNERATION
Serko’s shareholders have approved a total cap of $350,000
per annum for non-executive directors’ fees for the purposes
of the NZX Listing Rules. This annual fee pool has not been
increased since it was approved by shareholders in 2014 but
will be reviewed this calendar year with a view to providing
flexibility for Serko to appoint an additional non-executive
director in the future. Serko currently pays directors’ fees
that, in aggregate, amount to AUD$300,000
1
per annum. More
information about remuneration payable to directors is set out
in Serko’s Corporate Governance Statement, which is located
on the investor centre of the company’s website.
1 Approximately NZ$320,000 subject to exchange rate fluctuations
71
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
The Board has agreed that the following fixed annual fees will apply to all non-executive directors for the year ending 31 March
2020:
Non-executive directors received the following directors’ fees, remuneration and other benefits from the company in the year
ended 31 March 2019:
Remuneration and value of other benefits received
1
Name of director
Non-executive
directors’ Board fees
2
Audit & Risk
Committee fees
Remuneration
& Nominations
Committee fees
Shares and other
payments or benefits
3
Total remuneration
Simon Botherway
$57,829
(Chair)
--$50,000$107,829
Clyde McConaghy$70,398
4
$13,037
(Chair)
--$83,435
Claudia Batten$20,398-
$13,037
(Chair)
$50,000$83,435
TOTAL$148,625$13,037$13,037$100,000$274,699
PositionFees per annum
Board of DirectorsChairAUD$120,000
Non-executive directorsAUD$75,000
1
Audit & Risk CommitteeCommittee ChairAUD$15,000
Committee Member-
Remuneration & Nominations CommitteeCommittee ChairAUD$15,000
Committee Member-
1 The figures shown are gross amounts, which have been converted into NZD and exclude GST (where applicable).
2 Board fees includes the amount of base fees payable to Mr Botherway and Ms Batten, which are used to acquire shares in the company under the Non-executive
Director Fixed Trading Plan (refer to the Corporate Governance Statement on the investor centre of Serko’s website for more information on the Plan).
3 In addition to directors’ fees, Serko meets costs incurred by non-executive directors that are incidental to the performance of their duties. This includes paying the
costs of directors’ travel. As these costs are incurred by Serko to enable directors to perform their duties, no value is attributable to them as benefits to directors for
the purposes of the above table.
4 Includes Australian superannuation payable.
72
SERKO ANNUAL REPORT
The executive directors, Darrin Grafton and Bob Shaw, receive remuneration and other benefits in their respective executive roles
as Chief Executive Officer and Chief Strategy Officer and, accordingly, do not receive directors’ fees.
The table below (and accompanying notes) sets out the total remuneration and value of other benefits earned by, or paid to, each
executive director of Serko during, and in respect of, the financial period ended 31 March 2019:
Base salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal remuneration
STILT I
5
Subtotal
Darrin Grafton$350,334$30,000$380,334$50,400
3
$200,000 in the
form of 43,252
restricted shares
$250,400$630,734
Bob Shaw$254,229$30,000$284,229$21,600
4
$125,000 in the
form of 24,921
restricted shares
$146,600$430,829
1 Base salary includes employer contributions towards KiwiSaver at 3%.
2 Taxable benefits include a car allowance, carpark and medical insurance.
3 The short-term incentive stated was earned in FY19 and will be paid in FY20. Darrin Grafton’s potential short-term incentive payment for FY19 was $140,000. During
the financial period Darrin Grafton also received a short-term incentive of $85,000, which was earned in FY18 and paid in FY19.
4 The short-term incentive stated was earned in FY19 and will be paid in FY20. During the financial period Bob Shaw also received a short-term incentive of $50,000,
which was earned in FY18 and paid in FY19.
5 The FY19 long-term incentive was granted in July 2018, following partial achievement of pre-grant performance targets based on FY18 performance. The restricted
shares will vest three years after the allocation date. The value stated is the gross amount earned.
73
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Remuneration range (NZD)
Total number of
employees
$100,000 - $110,0007
$110,001 - $120,0005
$120,001 - $130,0009
$130,001 - $140,0003
$140,001 - $150,0007
$150,001 - $160,0002
$170,001 - $180,0002
$190,001 - $200,0002
$200,001 - $210,0002
$210,001 - $220,0001
$220,001 - $230,0002
$230,001 - $240,0001
$250,001 - $260,0001
$270,001 - $280,0001
$290,001 - $300,0001
$300,001 - $310,0001
$320,001 - $330,0002
$350,001 - $360,0001
$430,001 - $440,0001
Total number of employees and
former employees
51
Female
20192018
no.%no.%
All directors120%120%
Non-executive directors133%133%
Officers
1
114%120%
Senior employees
2
429%433%
Remaining workforce6139%3539%
Male
20192018
no.%no.%
All directors480%480%
Non-executive directors266%266%
Officers
1
686%480%
Senior employees
2
1071%867%
Remaining workforce9461%5461%
1 Officers are considered to be the Chief Executive Officer and his direct
reports (the Executive Team). Note that Chief Executive Officer, Darrin
Grafton and Chief of Strategy, Bob Shaw, are included in both the number of
directors and officers reported.
2 Direct reports to the Executive Team with managerial responsibilities.
EMPLOYEE REMUNERATION
The table below shows the number of employees and former
employees of Serko and its subsidiaries, not being directors
of Serko, who, in their capacity as employees, received
remuneration and other benefits during the period ended 31
March 2019 totalling at least NZ$100,000.
The remuneration of those employees paid outside of New
Zealand has been converted into New Zealand dollars. No
employee appointed as a director of a subsidiary company of
Serko receives any remuneration or other benefits for acting
in that capacity.
The table above includes base salaries, short-term incentives
and vested or exercised long-term incentives. The table does
not include long-term incentives that have been granted
and have not yet vested. Where the individual is a KiwiSaver
member, contributions of 3% of gross earnings towards that
individual’s KiwiSaver scheme are included in the above table.
Where the individual works in Australia, contributions of 9.5%
of gross earnings towards Australian Superannuation are
included in the above table.
DIVERSITY
The respective numbers and proportions of men and women at
various levels within the Serko workforce as at 31 March 2018
and 31 March 2019 are set out in the table below:
The Board’s assessment of Serko’s performance against its
Diversity and Inclusion Policy is set out in the latest ESG
report, which can be found on the investor centre of the
company’s website.
74
SERKO ANNUAL REPORT
BOARD AND COMMITTEE ATTENDANCE
The table below shows the Board and Committee meeting attendance during the year ended 31 March 2019:
DIRECTOR INDEPENDENCE
The Board currently comprises five directors – being the two co-founders and executive directors, Darrin Grafton and Bob Shaw,
and three non-executive directors – Claudia Batten, Simon Botherway and Clyde McConaghy.
The Board has determined, based on information provided by directors regarding their interests, which has been evaluated against
the criteria in the Board Charter, that as at 31 March 2019 and the date of this Annual Report, Simon Botherway, Claudia Batten
and Clyde McConaghy are independent directors. The Board has also determined that Darrin Grafton and Bob Shaw are not
independent directors owing to also being executives and major shareholders in Serko.
DIRECTOR INTEREST DISCLOSURES
Directors have given notices disclosing interests pursuant to section 140(1) of the Companies Act 1993. Those interests (and any
changes to interests) notified and recorded in Serko’s Interests Register during the financial year ended 31 March 2019 are set out
below:
Date of disclosureDirectorEntity
8 May 2018Darrin Grafton
Gave notice to the Board that Financial Equities Limited, in which they are
shareholders and directors, is interested in an Assignment Agreement to be
entered into between Serko Limited and Financial Equities Limited in respect of
a loan to nuTravel Technology Solutions.
*Indicates the director is not a member of the Committee (although they were in attendance for these meetings).
Director attendanceBoardSpecial meetings
Sub-committee
meetings
Audit & Risk
Committee
Remuneration
& Nominations
Committee
Darrin Grafton12/126/83/3**
Bob Shaw11/126/8-**
Simon Botherway12/128/83/35/54/4
Clyde McConaghy11/126/81/15/53/4
Claudia Batten12/127/8-5/54/4
75
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
Directors have given general notices disclosing interests pursuant to section 140(2) of the Companies Act 1993. All of those
interests, and any changes to interests notified and recorded in Serko’s Interests Register during the financial year ended 31 March
2019 and subsequently, are set out below:
DirectorEntityRelationship
Claudia Batten
AIDER International Limited
Broadli Inc
New Zealand Trade & Enterprises
Serko Inc
1
Westpac New Zealand Limited
Appointed Adviser
Director
Ceased to be Regional Director
Director
Board Adviser
Simon Botherway
Arrow Trust
Callaghan Innovation Board
EBT Capital Limited
Fidelity Life Insurance
Guardians of NZ Super Fund
Landcorp Board
MSH Trustee (Arrow Limited)
Trustee
Ceased to be a Board member
2
Ceased to be Director
Director
Appointed Guardian
Ceased to be Board Adviser
Trustee
Darrin Grafton
Financial Equities Limited
Grafton-Howe No.2 Trust
InterplX Inc.
1
Serko Australia Pty Limited
1
Serko Inc
1
Serko India Private Limited
1
Serko Investments Limited
1
Travelog World for Windows Pty. Limited
Director
Trustee
Appointed Director
Director
Director
Director
Director
Director
Clyde McConaghy
Chapman Eastway Pty Limited
Infomedia Limited
Optima Boards
Chairman (Advisory Board)
Director
Director
Bob Shaw
Financial Equities Limited
Ripon Trust
Serko Australia Pty Limited
1
Serko India Private Limited
1
Serko Investments Limited
1
Travelog World for Windows Pty. Limited
Director
Trustee
Director
Director
Director
Director
1 Serko subsidiary as detailed on page 81.
2 Simon Botherway ceased to hold this position from 9 May 2019
76
SERKO ANNUAL REPORT
In accordance with Section 148(2) of the Companies Act 1993, directors disclosed the following acquisitions or disposals of
relevant interests in Serko ordinary shares during the financial year ended 31 March 2019:
NameNature of relevant interest
Date of
acquisition/
(disposal)
Number of shares
acquired/(disposed)
Consideration
paid/received
5
Claudia BattenOn-market acquisition of beneficial
interest in ordinary shares (held in
custody for Claudia Batten pursuant to
Non-executive Director Fixed Trading
Plan)
1
10-Apr-18
7-May-18
5-Jun-18
5-Jul-18
6-Aug-18
5-Sep-18
5-Oct-18
14-Nov-18
4-Dec-18
8-Jan-19
5-Feb-19
5-Mar-19
1,668.42 ordinary shares
1,339.29 ordinary shares
1,370.43 ordinary shares
1,367.66 ordinary shares
1,452.46 ordinary shares
1,422.41 ordinary shares
1,166.71 ordinary shares
1,195.29 ordinary shares
1,328.57 ordinary shares
1,482.97 ordinary shares
1,246.50 ordinary shares
1,201.13 ordinary shares
$4,104.98
$4,125.00
$4,125.00
$4,062.58
$4,125.00
$4,125.00
$4,000.86
$3,871.58
$4,038.85
$4,078.17
$4,016.94
$4,035.79
Simon BotherwayOn-market acquisition of beneficial
interest in ordinary shares (held in
custody for Simon Botherway pursuant
to Non-executive Director Fixed Trading
Plan)
1
10-Apr-18
7-May-18
5-Jun-18
5-Jul-18
6-Aug-18
5-Sep-18
5-Oct-18
14-Nov-18
4-Dec-18
8-Jan-19
5-Feb-19
5-Mar-19
1,668.42 ordinary shares
1,339.29 ordinary shares
1,370.43 ordinary shares
1,367.66 ordinary shares
1,452.46 ordinary shares
1,422.41 ordinary shares
1,166.71 ordinary shares
1,195.29 ordinary shares
1,328.57 ordinary shares
1,482.97 ordinary shares
1,246.39 ordinary shares
1,201.03 ordinary shares
$4,104.98
$4,125.00
$4,125.00
$4,062.58
$4,125.00
$4,125.00
$4,000.87
$3,871.58
$4,038.85
$4,078.17
$4,016.58
$4,035.46
Darrin GraftonBeneficial interest in ordinary shares with
restrictive conditions allocated pursuant
to the Serko Limited Employee Restricted
Share Plan, held in trust until vesting.
Indirect interest in restricted shares
allocated pursuant to the Serko Limited
Employee Restricted Share Plan to Ms
Bailey, by virtue of a personal relationship
with Ms Bailey.
6-Jul-18
6-Jul-18
43,252 restricted shares
2
1,125 restricted shares
2, 3
$128,000.00
4
$3,328.00
4
77
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
1 Shares are acquired automatically, on a monthly basis, by an independent broker pursuant to the Non-executive Director Fixed Trading Plan. For more details refer to
Serko’s Corporate Governance Statement on the investor centre of Serko’s website. These shares may not be disposed of while the holder remains a director of Serko
and, in any event, for three years from the commencement of the Plan.
2 These shares are subject to a deed restricting exercise of voting rights attached to the shares.
3 By virtue of Darrin Grafton’s personal relationship, he is implied to have the power to exercise, or to control the exercise of, a right to vote attached to these shares
by virtue of a personal relationship with the beneficial holder of these shares. These shares are subject to a deed restricting exercise of voting rights attached to the
shares.
4 Paid in the form of services to Serko.
5 The consideration for on-market trades is stated as the market price paid, excluding fees and taxes.
In accordance with the NZX Listing Rules, as at 31 March 2019, directors had a relevant interest (as defined in the Financial
Markets Conduct Act 2013) in Serko ordinary shares as follows:
NameRelevant interestPercentage
Darrin Grafton
1
14,032,86817.341%
Bob Shaw
2
12,943,42615.995%
Simon Botherway
3
2,339,350.842.891%
Claudia Batten
4
202,169.250.250%
Clyde McConaghy
5
181,8180.225%
1 12,667,629 shares are held via a trust in which the director is a trustee and beneficiary. This includes an indirect interest in (and by virtue of the indirect interest
is considered to have the power to exercise, or to control the exercise of, a right to vote attached to) 1,221,404 shares and 6,611 restricted shares by virtue of a
personal relationship with the legal and beneficial holder of these shares. This includes beneficial interest in 137,224 restricted shares allocated pursuant to the
Serko Employee Restricted Share Plan and held on trust until vesting.
2 12,884,296 shares are held via a trust in which the director is a trustee and beneficiary. This includes beneficial interest in 59,130 restricted shares allocated
pursuant to the Serko Employee Restricted Share Plan and held on trust until vesting.
3 2,034,091 shares are held via a trust in which the director is a trustee and beneficiary. 284,909 shares are held directly. 20,350.84 ordinary shares are held in custody
pursuant to the Serko Non-executive Director Fixed Trading Plan.
4 20,351.25 ordinary shares are held in custody pursuant to the Serko Non-executive Director Fixed Trading Plan.
5 Held via a trust in which the director is a trustee and beneficiary.
Bob ShawChange in nature of relevant interest by
virtue of a change in the registered holder
(via change of trustee) of shares in which
Mr Shaw holds a beneficial interest.
Beneficial interest in ordinary shares with
restrictive conditions allocated pursuant
to the Serko Limited Employee Restricted
Share Plan, held in trust until vesting.
13-Apr-18
6-Jul-18
-
24,921 restricted shares
2
-
$73,750.00
4
78
SERKO ANNUAL REPORT
SHAREHOLDING INFORMATION
As at 30 April 2019 there were 80,922,809 Serko ordinary shares on issue, each conferring on the registered holder the right to
vote on any resolution at a meeting of shareholders, held as follows:
Size of shareholdingNumber of holders
1
%
Number of
ordinary shares
%
1 to 1,000 659 34.32 377,228 0.47
1,001 to 5,000 700 36.46 1,990,790 2.46
5,001 to 10,000 256 13.33 2,012,546 2.49
10,001 to 100,000 255 13.28 6,892,091 8.52
100,001 and over 50 2.60 69,650,154 86.07
TOTAL 1,920 100 80,922,809 100
1 Includes 2,768,571 ordinary shares with restrictive conditions held by Serko Trustee Limited on behalf of 42 beneficial holders (with 1,268,628 of those ordinary
shares allocated) pursuant to the Serko Restricted Share Plan. Restricted shares have voting rights attached, which are exercised on behalf of a beneficial holder by
the Trustee at the direction of the beneficial holder.
For the purposes of section 161 of the Companies Act 1993, the following entries were made in the Interests Register in relation to
the payment of remuneration and other benefits to directors:
For the purposes of section 162 of the Companies Act 1993, an entry was made in the Interests Register in relation to insurance
effected for directors and officers of Serko in relation to any act or omission in their capacity as directors.
There were no entries made in the subsidiary company Interests Register during the financial reporting period.
DateDirectorParticulars of Board authorisation
6 Jul 18
Bob Shaw
Darrin Grafton
The payment of remuneration and the provision of other benefits by the company
and making of the loan by the company under the Restricted Share Plan on the
terms set out in the resolution dated 6 July 2018 and in accordance with the
terms of the Serko Employee Restricted Share Plan documentation.
23 Oct 18
Simon Botherway
Claudia Batten
Clyde McConaghy
The payment of increased directors’ fees and the provision of other benefits by
the company to the non-executive directors on the terms detailed in the Board
minutes dated 23 October 2018 and on the grounds set out in the corresponding
directors’ certificate.
79
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
As at 30 April 2019 there were 42 beneficial holders holding a total of 1,499,943 ordinary shares with restrictive conditions
pursuant to the Serko Restricted Share Plan and 14 participants holding a total of 286,901 options pursuant to the Serko US Share
Incentive Plan. Further information on these incentive plans is contained in note 18 to the financial statements and in Serko’s ESG
Report, which can be found on the investor centre of the company’s website. Go to: www.serko.com/investor-centre/.
Set out below are details of the 20 largest shareholders of Serko as at 30 April 2019:
Shareholder
1
Number of ordinary shares held%
1Robert James Shaw & Geoffrey Robertson Ashley Hosking 12,884,296 15.92
2Darrin Grafton & Geoffrey Robertson Ashley Hosking 12,667,629 15.65
3National Nominees New Zealand Limited 8,168,404 10.09
4TEA Custodians Limited 2,827,274 3.49
5Serko Trustee Limited 2,768,571 3.42
6HSBC Nominees (New Zealand) Limited 2,702,878 3.34
7Citibank Nominees (NZ) Ltd 2,298,076 2.84
8Simon John Botherway & MSH Trustee (Arrow) Limited 2,034,091 2.51
9Philip Rodger Ball 1,476,411 1.82
10JPMORGAN Chase Bank 1,379,882 1.71
11Donna Bailey 1,221,404 1.51
12Joanne Maree Phipps 1,219,031 1.51
13Sherie Robyn Hammond 1,193,512 1.47
14Public Trust Forte Nominees Limited 1,073,406 1.33
15Cogent Nominees Limited 987,166 1.22
16Robert Alan Hawker & Elizabeth Anne Hawker 957,100 1.18
17Accident Compensation Corporation 930,000 1.15
18Michael John Thorburn 760,897 0.94
19John S Challis & AH Trustees (Challis Holdings) Ltd 665,762 0.82
20J P Morgan Nominees Australia Pty Limited 635,281 0.79
1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the
applicable members.
80
SERKO ANNUAL REPORT
According to notices given to Serko under the Financial Markets Conduct Act 2013 (and Securities Markets Act 1978), the
following persons were substantial product holders as at 31 March 2019. As at the balance date (31 March 2019) there were
80,922,809 Serko ordinary shares on issue:
Substantial product holder
Number of ordinary shares in
which relevant interest is held
2
% of class held at date of last
notice
3
Geoffrey Hosking25,573,92531.603%
Darrin Grafton14,032,86817.341%
Robert Shaw12,943,42615.995%
First NZ Capital Group Limited
1
7,475,8769.238%
Milford Asset Management Limited6,095,8177.533%
1 First NZ Capital Group Limited files substantial product holder notices on behalf of First NZ Capital Group Limited’s and Harbour Asset Management Limited’s
aggregated relevant interests. As at 31 March 2019 First NZ Group Limited held an interest in 10,688 ordinary shares (0.013% of class at the date of last notice filed)
and Harbour Asset Management Limited held an interest in 7,465,188 (9.291% of the class at the date of the last notice filed).
2 Based on last substantial product holder notice filed.
3 Based on issued share capital of 80,922,809 as at 31 March 2019.
81
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
SUBSIDIARY COMPANY DIRECTORS
Directors of Serko’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments. The
remuneration and other benefits of any such directors who are employees of the group totalling $100,000 or more during the year
ended 31 March 2019 are included in the relevant bandings for remuneration disclosed on page 73 of this Annual Report.
The following persons held office as directors of subsidiary companies as at 31 March 2019:
REGULATORY MATTERS
On 22 July 2015, NZX regulation granted Serko a waiver from NZX Listing Rule 7.6.4(b)(iii) to the extent required to allow Serko
to provide financial assistance to executive directors, and an associated person of one of the executive directors, to enable them to
participate in Serko’s Restricted Share Plan. The full waiver is available on Serko’s website. Go to: www.serko.com/investor-centre/.
DONATIONS
Serko did not make any donations during the financial year.
CREDIT RATING
Serko does not presently have an external credit rating status.
SubsidiaryDirectors
1
Serko Australia Pty Limited (Australia)
Darrin Grafton
Bob Shaw
John Challis
Serko Investments Limited (New Zealand)
Darrin Grafton
Bob Shaw
Serko India Private Limited (India)
Darrin Grafton
Bob Shaw
Yogita Chadha
Serko Inc (US)
Darrin Grafton
Claudia Batten
Serko Trustee Limited (New Zealand)
Susan Putt
Fiona Rockel
Foshan Sige Information Technology Limited (China)
2
Gerard Neilsen
InterplX Inc. (US)
3
Darrin Grafton
4
Tony D’Astolfo
4
1 No subsidiary directors retired during the financial year, other than Chuck Buckner on the acquisition of InterplX Inc.
3.
2 Serko also has a representative office in China.
3 InterplX Inc. was acquired on 20 December 2018.
4 Appointed during the year.
82
SERKO ANNUAL REPORT
GLOSSARY
ARPBAverage Revenue Per Booking
Asia PacificVietnam, Thailand, Taiwan, Sri Lanka,
South Korea, South Africa, Singapore,
Philippines, Pakistan, New Zealand,
Malaysia, Japan, Indonesia, India, Hong
Kong, China, Bangladesh and Australia
for the purposes of this Annual Report
ASXASX Limited, also known as the
Australian Securities Exchange
ATMRATMR (Annualised Transactional
Monthly Revenue) is a Non-GAAP
measure. Serko uses this as a useful
indicator of recurring revenue
from Serko products based on the
monthly transaction
AUD or A$Australian dollars
AustralasiaNew Zealand and Australia for the
purposes of this Annual Report
Board or Board
of Directors
The board of directors of Serko
Cloud or cloud-
based
Cloud computing is when the software
and associated data is hosted outside
the customer’s premises and delivered
over a network or the Internet as a
service, which allows immediate access
to the software
Company or
Serko
Serko Limited, a New Zealand
incorporated company
EBITDA
(refer page 19)
EBITDA is a Non-GAAP measure
representing Earnings Before the
deduction of costs relating to Interest,
Taxation, Depreciation and Amortisation
ESGEnvironmental Social Governance
FTEFull-time equivalent
FXForeign exchange
FYFinancial year ended, or ending, on
31 March (unless otherwise stated)
GSTGoods and Services Tax
IFRSInternational Financial Reporting
Standards
Independent
Directors
Simon Botherway, Claudia Batten and
Clyde McConaghy
IPOInitial Public Offering
ListingThe date Serko shares started trading on
the NZX Main Board, 24 June 2014
NZNew Zealand
NZD or NZ$New Zealand dollars
NZ GAAP or
GAAP
New Zealand Generally Accepted
Accounting Practice
NZ IASNew Zealand equivalents to International
Accounting Standards
NZ IFRS or IFRSNew Zealand equivalents to International
Financial Reporting Standards
NZXNZX Limited, also known as the New
Zealand Stock Exchange
NZX Listing
Rules or Listing
Rules
The Listing Rules applying to the NZX
Main Board as amended from time
to time
NZX Main BoardThe New Zealand main board equity
security market operated by NZX
R&DResearch and Development expenditure
SAASSoftware-as-a-service
Serko Expense
Management
business
Serko’s online expense management
solution that enables the capture and
processing of corporate credit cards and
out-of-pocket claims
Serko MobileSerko’s mobile app for iPhones and
Android devices that gives users access
to information and travel booking
functionality on their mobile devices
Serko OnlineSerko’s cloud-based online travel booking
solution for large organisations
serko.travelSerko’s cloud-based online travel
booking solution for small to medium
enterprises (SMEs)
SMESmall and medium enterprise
TMC, Travel
Agency or Travel
Management
Company
A travel management company that
provides specialised travel-related
services to corporate customers
USD or US$United States dollars
ZenoSerko’s premium cloud-based online
travel booking solution
$All figures are in New Zealand dollars,
unless otherwise stated
83
SERKO ANNUAL REPORT
ABOUTSERKO
02
HIGHLIGHTS
04
LETTER
06
STRATEGICOVERVIEW
10
PRODUCTS
12
LEADERSHIP
14
MANAGEMENTCOMMENTARY
18
FINANCIAL STATEMENTS
28
GOVERNANCE &DISCLOSURES
70
CORPORATERESPONSIBILITY
16
DIRECTORY
83
COMPANY DIRECTORY
KEY DATES
30 SEPTEMBER 2019
Half-year End
20 NOVEMBER 2019
Half-year Results
Announced
31 MARCH 202021 AUGUST 2019
Financial-year EndAnnual Shareholders’
Meeting
Serko’s ESG Report, which includes its Corporate Governance Statement, can be found at www.serko.com/investor-centre.
New Zealand
Saatchi Building
Unit 14D
125 The Strand
Parnell, 1010
+64 9 309 4754
New Zealand
Saatchi Building
Unit 14D
125 The Strand
Parnell, 1010
+64 9 309 4754
Australia
Level 8
75 Elizabeth Street
Sydney 2000
NSW, Australia
+61 2 9435 0380
Australia
Link Market Services Limited
Level 12
680 George Street
Sydney 2000
NSW, Australia
+61 1300 554 474
Australia
c/- Sly & Russell Legal
Nominees Pty Ltd
Level 18
225 George Street
Sydney 2000
NSW, Australia
New Zealand
Link Market Services Limited
Level 11, Deloitte House
80 Queen Street
Auckland 1140, New Zealand
+64 9 375 5998
serko@linkmarketservices.co.nz
Deloitte Limited
Deloitte Centre
80 Queen Street
Auckland 1040, New Zealand
+64 9 303 0700
Simon Botherway (Chairman)
Claudia Batten
Robert (Clyde) McConaghy
Darrin Grafton
Robert (Bob) Shaw
Serko is a company incorporated with limited liability under the New Zealand Companies Act 1993
New Zealand Companies Office registration number 1927488
Australian Registered Body Number (ARBN) 611 613 980
For investor relations queries contact: InvestorRelations@serko.com
PRINCIPAL
ADMINISTRATION
OFFICE
REGISTERED OFFICESHARE REGISTRAR
DIRECTORSAUDITOR
84
SERKO ANNUAL REPORT
Serko Limited Annual Report 2019
www.serko.com
---
1
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
2019
ENVIRONMENTAL
SOCIAL &
GOVERNANCE
REPORT
2
Serko ESG
ENVIRONMENTAL
SOCIAL
GOVERNANCE
3
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
This Environmental, Social and Governance (ESG) Report,
which incorporates Serko’s Corporate Governance Statement,
was approved by the Board of Serko Limited on 21 May 2019
and is accurate as at that date. The Board does not undertake
any obligation to revise this Report to reflect events or
circumstances after 21 May 2019 (other than in accordance
with the continuous disclosure requirements of the applicable
Listing Rules).
CONTENTS
Introduction
4
Environmental6
Social8
Governance12
Risk Management25
4
Serko ESG
People:
Customers:
Good health and well-being
Health and safety policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
INTRODUCTION
Serko aims to be a successful growth company. To
realise this ambition we must do the right thing by our
people, customers, community and our shareholders.
We aim to achieve this through:
1) Focusing on long-term growth and business
sustainability;
2) Applying best practice governance and risk
management procedures;
3) Cultivating an inclusive workplace of diverse and
engaged staff; and
4) Enabling environmentally sustainable choices
through technology.
Serko is committed to developing long-term value
creation and making positive improvements in social,
economic and environmental outcomes.
Further information and our full Annual Report can be
found on the investor centre of Serko’s website.
Serko’s first Environmental Social and Governance
(ESG) Report was produced in 2018. The United
Nations (UN) Sustainable Development Goals
(SDGs) have been adopted for Serko’s ESG initiatives
to be reported against. Serko’s ESG framework
remains under development and will continue to be
progressed over time.
The SDGs are a set of global initiatives set by the UN
for everyone to contribute to. For Serko, the SDGs
are a way to see which areas of sustainability we
are directly contributing to and how our community
initiatives relate to a larger vision for positive change.
The UN SDGs relevant to Serko and our actions are
as follows:
5
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
People:
Customers:
Good health and well-being
Health and safety policies
Quality education
Training and intern programmes
Industry, innovation and
infrastructure
Industry recognition for innovation
Responsible consumption
and production
Privacy and security policies
Community:
Sustainable cities and
communities
Sponsorships and donations
Climate action
Environmental practices
Gender equality
Diversity and inclusion policies
Decent work and economic
growth
Remuneration policies
Diversity and inclusion policies
Reduced inequalities
6
Serko ESG
ENVIRONMENTAL
7
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
ENVIRONMENTAL
Serko recognises that it has a responsibility to the
environment beyond legal and regulatory requirements. We
are committed to reducing our environmental impact and
continually improving our environmental performance as an
integral part of our business strategy and operating methods,
with regular review points. We encourage customers,
suppliers and other stakeholders to do the same.
As a software development company Serko has a low
environmental impact. But where possible Serko aims to
reduce this to the minimum level practical. We encourage
recycling at our offices. We are conscientious when booking
travel and plan ahead to ensure we combine meetings to
minimise our trips and resulting emissions.
While Serko, as a company providing travel-related booking
tools and information, is not a high producer of carbon
through its activities, it could play a role in helping to provide
information on travel-related CO2 emissions to its customers.
Serko could also become the medium by which travellers could
pay carbon offsets. These environmental initiatives will be
considered as part of the product innovation road-map.
Serko’s current environmental goal is to continually look to
reduce the impact of our business on the environment, and as
we grow as an organisation to ensure that any negative impact
on the environment is minimised.
SERKO’S ENVIRONMENTAL GOALS FOR
FY19
During FY19, Serko drafted a manual and procedures outlining
Serko’s environmental goals, including in respect of:
• Recycling;
• Committing our people to undertake only essential
travel;
• Minimising paper usage; and
• Identifying ways that our technology can assist our
clients to minimise their impact on the environment
further.
For FY20, Serko plans to obtain internal feedback on this and
gain employee commitment to its goals.
Serko sees these goals as being important to the sustainability
of our business and, with the possibility of reducing financial
expenditure and potentially providing a new revenue stream,
the return to shareholders is maximised.
We are committed
to reducing our
environmental impact
8
Serko ESG
SOCIAL
9
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
SOCIAL
Serko operates in an industry that is highly competitive for
talent. We aim to provide an environment and culture and
promote social conscience that means that people want to
be part of our team – and those who do work for us, choose
to stay. This choice is a conscious decision, it’s not words on a
wall, but a way of working throughout our organisation that
encourages and enables people to be the best they can be
and to do so in an environment of fun, performance focus and
energy. There are a variety of initiatives that contribute to our
culture – each of which are underpinned by our values and
contributed to by the diversity of perspectives that make us
who we are.
As a result Serko has low employee turnover (10% rolling
annual turnover measured at 31 March 2019) and high
employee engagement scores relative to industry norms.
Serko’s employees (known in-house as Serkodians) are
generally motivated, excited about our future and feel our
organisation is a great place to work. As an example, more
than 97% of our employees reported that they strive to do
their best work every day for Serko as they want the company
to be successful.
SERKO CULTURE AND VALUES
Serko’s culture is upbeat, nimble, dynamic and inclusive. We
hire top talent from the technology and travel industries to
ensure that our people (Serkodians) have the skills and astute
judgement to make smart decisions that lead us to success –
within a strategic framework established collaboratively with
our leadership group, Executive Team and Board.
Serko’s people are incentivised for achieving exceptional
results. We have established OKRs (Objectives and Key
Results) throughout all teams and are supporting our people
with learning and development initiatives to encourage us to
keep finding new ways to innovate.
To articulate our culture, we developed the following eight
values that not only describe what is important to us but
also provide a code for how we behave toward each other,
influencing decisions such as who we hire, how people select
what they work on and how our people are led. As a result,
we have a highly engaged, energised culture resulting in high
employee engagement.
Mastery
Serkodians continuously strive to
become masters of what they do
Autonomy
Serkodians are able to work
independently and make decisions
for themselves
Teamwork
Serkodians work well with people not
just in their own teams but in teams
across the organisation
Passion
Serkodians are passionate about what
they do and what Serko does
Integrity
Serkodians are honest, respectful of
others, deliver on their commitments and
make ethical business decisions
Success
Serkodians strive toward their goals to
ensure Serko reaches its goals
Family
Serkodians are valued as part of the
Serko family and Serko recognises the
importance of their families to them
Fun
We value humour, laughter and enjoying
our time at Serko
DIVERSITY & INCLUSION
Serko is committed to providing equal employment
opportunities and, as such, has a workforce consisting of many
individuals with diverse skills, values, backgrounds, ethnicity
and experiences. The company works to ensure that its
selection processes for recruitment and employee development
opportunities are free from bias and are based on merit. The
Board recognises that building diversity across Serko will
deliver enhanced business performance.
10
Serko ESG
ObjectiveProgress
Facilitate and promote equal employment opportunities,
including (but not limited to) diversity of culture, gender and
age when considering opportunities for new and existing Serko
people. At the end of each year report the statistics relating to
new hires to demonstrate a continuation of our current diverse
talent pool, including ensuring a diverse range of cultures, ages
and gender is maintained (or strengthened) with the long-term
goal of having 50% of the Board, Executive and Leadership
team being women.
During the year, 1 April 2018 to 31 March 2019 (FY19)
we hired 78 people from a diverse range of cultures and
nationalities. Both our diversity of age and diversity of cultural
origin have increased this year. During the past financial year
we found it difficult to attract female candidates to apply for
our technology roles. This resulted in a lower proportion of
women being hired during the year. To help address this issue
we have introduced an intern programme and have attracted
female technologists to the organisation as a result. Our intent
is to build this programme into a graduate programme to retain
this talent for the future. Serko has a strong culture that is
supportive of women at work. Policies include flexibility of
working hours, focus on women in leadership and promotion of
female talent. Serko is proud to have one of NZX’s few female
Chief Financial Officers.
Promote a merit-based environment in which employees
have the opportunity to develop and perform to their full
potential, in alignment with the company’s commitment
to the ongoing training and wellbeing of its employees.
Measure and report on the gender composition of internal
movements/promotions of our people to help achieve
greater diversity at leadership levels.
During the past year many internal opportunities were
provided to people as we grew our team both within Australasia
and by growing internationally, particularly the US Market,
supporting the development of our people and retaining our
talent. In addition, resilience and other wellness initiatives
were run to support our people while we scale.
Reward excellence and ensure employees are treated fairly,
evaluated objectively and promoted on the basis of their
performance. Conduct an annual pay parity audit to ensure
that groups are not being disadvantaged on the basis of
their gender. Ensure this covers both internal pay equity and
application of budget for pay reviews.
Serko applies particular scrutiny to both salaries that
individuals are appointed at, and also during the pay review
process to ensure parity is provided based on genders. We
will continue to assess this as we enter this year’s pay review
process.
Serko has adopted a Diversity and Inclusion Policy and is committed to achieving diversity in the skills, attributes and experience
of its Board members, management and staff across a broad range of criteria (including, but not limited to, culture, gender and age).
The Board as a whole is responsible for overseeing and implementing the Diversity and Inclusion Policy but has delegated to the
Remuneration and Nominations Committee the responsibility to develop and to recommend measurable objectives to the Board
that are designed to adhere to Serko’s Diversity and Inclusion Policy.
As at 31 March 2019, Serko employees represented 22 different nationalities. Serko believes this diversity is critical for
encouraging awareness of cultural experiences as we expand into different markets. Serko’s employees range in age from early 20s
to mid 60s, with the spread peaking in early 30s.
DIVERSITY OBJECTIVES
Serko has set measurable objectives to reinforce its commitment to diversity. The Board’s evaluation of Serko’s performance with respect to the
objectives set in accordance with its Diversity and Inclusion Policy during the financial period are set out below:
11
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
FemaleMale
2019201820192018
no.%no.%no.%no.%
All Directors120%120%480%480%
Non-Executive Directors133%133%266%266%
Officers
1
114%120%686%480%
Senior Employees
2
429%433%1071%867%
Remaining Workforce6638%3539%11062%5461%
1. Officers are considered to be the Chief Executive Officer and his direct reports (the Executive Team). Note that Chief Executive Officer, Darrin Grafton and Chief
of Strategy, Bob Shaw, are included in both the number of directors and Officers reported.
2. Direct reports to the Executive Team with managerial responsibilities.
During FY20, Serko’s diversity objectives are to continue to:
1) Facilitate and promote equal employment opportunities,
including (but not limited to) diversity of culture, gender
and age when considering opportunities for new and
existing Serko people. At the end of each year, report
the statistics relating to new hires to demonstrate a
continuation of our current diverse talent pool, including
ensuring a diverse range of cultures, ages and gender is
maintained (or strengthened) with the long-term goal of
having 50% of the Board, Executive and Leadership team
being women.
This year’s activity to improve our performance in this area
will include a focus on attracting female talent from the
technology industry, using a targeted marketing campaign
to ensure diversity of thought remains a focus for our
organisation. This diversity will form one of the underlying
themes of our employer branding initiatives where Serko
becomes an employer of choice, not just for technology
leaders but, in particular, technology leaders who can bring
to us a diversity of thought.
2) Promote a merit-based environment in which employees
have the opportunity to develop and perform to their full
potential, in alignment with the company’s commitment
to the ongoing training and wellbeing of its employees.
Measure and report on the gender composition of internal
movements/promotions of our people to help achieve
greater diversity at leadership levels. This year’s focus will
be on developing our learning and development initiatives,
and in particular given the high rate of growth Serko is
experiencing, ensuring an innovative global onboarding
programme is produced to escalate the time to efficiency of
our new employees.
3) Reward excellence and ensure employees are treated fairly,
evaluated objectively and promoted on the basis of their
performance. Conduct an annual pay parity audit to ensure
that groups are not being disadvantaged on the basis of
their gender. Ensure this covers both internal pay equity
and application of budget for pay reviews. As with prior
years, we will continue to conduct our pay parity audit to
ensure equity provided to our team.
GENDER COMPOSITION OF SERKO WORKFORCE AND DIVERSITY
The respective numbers and proportions of men and women at various levels within the Serko workforce as at 31 March 2019 and
31 March 2018 are set out in the table below:
12
Serko ESG
GOVERNANCE
13
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
GOVERNANCE
The Board and management of Serko are very committed to
ensuring that Serko maintains corporate governance practices
that are in line with or, where possible, exceed best practice
and that Serko adheres to the highest ethical standards.
The Board has had regard to the NZX Listing Rules and a
number of corporate governance recommendations when
establishing its governance framework, including the revised
NZX Corporate Governance Code 1 January 2019 (NZX
Code) and the Third Edition of the Australian Securities
Exchange (ASX) Corporate Governance Council Principles
and Recommendations.
The NZX Listing Rules require Serko to formally report
its compliance against the recommendations contained
in the NZX Code. How Serko has implemented these
recommendations is set out in this Corporate Governance
Statement. The Board considers that Serko’s corporate
governance structures, practices and processes have followed
all of the recommendations in the NZX Code during the
financial year ended 31 March 2019.
Serko’s governance charters and policies can be found on
the investor centre of the company’s website. Go to: www.
serko.com/investor-centre/. Serko’s corporate governance
charters and policies have been approved by the Board and are
regularly reviewed by the Board and amended (as appropriate)
to reflect developments in corporate governance practices.
STOCK EXCHANGE LISTINGS
Serko is listed on the New Zealand Stock Exchange (NZX Main
Board) and on the Australian Securities Exchange (ASX) as an
ASX Foreign Exempt Listing. As an ASX Foreign Exempt Listing,
Serko needs to comply with the NZX Listing Rules (other than
as waived by NZX) but does not need to comply with the vast
majority of the ASX Listing Rule obligations.
Serko is incorporated in New Zealand.
OVERVIEW OF SERKO’S GOVERNANCE
STRUCTURE
The Serko Board has been appointed by shareholders to
protect and enhance the long-term value of Serko and to act
in the best interests of Serko and its shareholders. The Board
is the ultimate decision-making body of the company and is
responsible for the corporate governance of the company. The
role and responsibilities of the Board are set out in the Board
Charter, which can be found on the investor centre of the
company’s website.
The Board currently comprises an independent non-executive
Chair, two independent non-executive directors and two
executive directors, as detailed on the investor centre of the
company’s website and the latest Annual Report.
The Board has established two standing Board Committees to
assist in the execution of the Board’s responsibilities:
• Audit and Risk Committee – The current members
of the Committee are Clyde McConaghy (Chair),
Simon Botherway and Claudia Batten. All members
are independent, non-executive directors. Their
qualifications and experience is set out in the latest
Annual Report.
• Remuneration and Nominations Committee – The
current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. All
members are independent, non-executive directors.
Their qualifications and experience is set out in the
latest Annual Report.
Serko aims to exceed
corporate governance
best practices
14
Serko ESG
The Code of Ethics addresses:
• Serko’s Values (see page 9 of this Report)
• Conflicts of interest
• Receipt of gifts
• Proper use of Serko property and information
• Confidentiality
• Expected behaviours
• Compliance with laws and Serko policies
• Additional director responsibilities
• Delegated Authority
• Reporting issues regarding breaches of the Code, legal
obligations or other Serko policies.
Serko’s Code of Ethics is available on the investor section of
the Company’s website.
SECURITIES TRADING POLICY
Serko is committed to complying with legal and statutory
requirements with respect to ensuring directors and
employees do not trade Serko securities while in possession of
inside information.
Serko’s Securities Trading Policy and Guidelines apply to
all directors, officers, employees and contractors of Serko
and its subsidiaries. This Policy seeks to ensure that those
subject to the Policy do not trade in Serko securities if they
hold undisclosed price-sensitive information. The Policy sets
out additional rules, which includes the requirement to seek
company consent before trading, and prescribes certain black-
out periods during which trading is prohibited.
Compliance with the Securities Trading Policy is monitored
through the consent process, through education and via
notification by Serko’s share registrar when any Director or
Senior Manager trades in Serko securities. All trading by
directors and senior managers (as defined by the Financial
Markets Conduct Act 2013) is required to be reported to NZX
and recorded in Serko’s securities trading registers.
Directors should set high
standards of ethical behaviour,
model this behaviour and hold
management accountable for
these standards being followed
throughout the organisation.
Principle 1
CODE OF ETHICS
The Board recognises that high ethical standards and
behaviours are central to good corporate governance and has
implemented a Code of Ethics (Code) to guide the behaviour of
its directors and employees.
Serko’s Code of Ethics establishes the framework by which
directors and staff of Serko are expected to conduct their
professional lives by facilitating behaviour and decision-
making that meets Serko’s business goals and is consistent
with Serko’s values, policies and legal obligations. Serko’s Code
of Ethics is available to staff on Serko’s intranet and forms
part of the induction process for new employees. Regular
reminders are provided to staff about the application of the
Code of Ethics.
Serko regularly reminds staff of their obligation to report
any concerns they have about compliance with the Code
of Ethics, Serko policies or legal obligations via staff-wide
communications on the Code and has established a designated
email address, accessible only by non-executive directors,
for staff to confidentially raise any concerns they may have.
The Board reviews the Code at-least six-monthly and also
expects any incidents arising under the Code to be brought to
directors’ attention immediately. Serko’s process for managing
any alleged breach of the Code is detailed in the Code.
15
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
ROLE OF THE BOARD
The Board of Directors (the Board) is elected by shareholders
to govern Serko in the interests of shareholders and to
protect and enhance the value of Serko’s assets. The Board
is responsible for corporate governance and Serko’s overall
strategic direction and is the overall and final body responsible
for all decision-making within Serko. The Board Charter
describes the Board’s roles and responsibilities and regulates
internal Board procedure.
The Board has delegated a number of its responsibilities to
Board committees. The role of each committee is described
below.
To enhance efficiency, remain agile and ensure decision-
making occurs at the right level, the Board has also delegated
to the Chief Executive Officer the day-to-day leadership
and management of Serko. The Chief Executive Officer has
formally delegated certain authorities to his direct reports
within set limits. The Board regularly monitors and reviews
management’s performance in the execution of its delegated
responsibilities and the appropriateness of its Delegation of
Authority Policy.
As detailed in the table below, the Board met for regularly
scheduled meetings during the financial year. In addition
to formally scheduled Board meetings, the directors met
for additional special meetings and regularly engaged with
management on areas of focus and to undertake strategic
planning for the business.
To ensure an effective Board,
there should be a balance of
independence, skills, knowledge,
experience and perspectives.
Principle 2
*Indicates the director is not a member of the Committee (although they were in attendance for these meetings).
BOARD AND COMMITTEE ATTENDANCE
The table below shows the Board and Committee meeting attendance during the year ended 31 March 2019:
Director attendanceBoardSpecial Meetings
Sub-Committee
Meetings
Audit & Risk
Committee
Remuneration
& Nominations
Committee
Darrin Grafton12/126/83/3**
Bob Shaw11/126/8-**
Simon Botherway12/128/83/35/54/4
Clyde McConaghy11/126/81/15/53/4
Claudia Batten12/127/8-5/54/4
16
Serko ESG
BOARD MEMBERSHIP, SIZE AND
COMPOSITION
The size of the Board is determined by the Board from time to
time, in accordance with the limitations prescribed in the NZX
Listing Rules, and in accordance with the provisions of Serko’s
Constitution and the Board Charter.
As at 31 March 2019, the Board comprised five directors –
being the two co-founders and executive directors, Darrin
Grafton and Robert Shaw; and three independent non-
executive directors – Simon Botherway, Claudia Batten and
Clyde McConaghy. A biography of each director can be found
on the investor section of the company’s website.
The Remuneration and Nominations Committee is responsible
for making recommendations to the Board regarding
the Board’s size and composition. When recommending
candidates to act as director, the Committee will take into
account factors as it deems appropriate, including the
diversity of background, experience and qualifications of the
candidate. When appointing directors, the Board undertakes
appropriate background checks.
The Board’s broader commitment to diversity includes
building diversity of thought within the Board. The current
Board has a broad range of experience and skills, both locally
and internationally, that are appropriate to meet its objectives.
To assist in maintaining an appropriate mix of experience, the
Board has developed a skills matrix. Areas of expertise and
experience that have been identified as relevant to governing
Serko’s business include, among other skills:
• Innovation, entrepreneurship and partnership;
• Digital business and high-growth technology;
• International travel industry knowledge;
• Marketing, sales and channel management in core markets;
• Governance, legal and compliance;
• Strategy and operations;
• Finance, accounting and risk management;
• Capital markets; and
• Public company director experience.
The Board regularly reviews the skills matrix as part of its
succession planning.
BOARD APPOINTMENT, TRAINING AND
EVALUATION
The procedure for the appointment and removal of directors
is ultimately governed by the company’s Constitution and
relevant NZX Listing Rules. A director is appointed by ordinary
resolution of the shareholders although the Board may fill a
casual vacancy. Every director appointed by the Board must
submit himself or herself for reappointment by shareholders
at the next annual meeting following his or her appointment.
Directors are subject to the rotation requirements set out in
the NZX Listing Rules.
At the time of appointment, each new director signs a
comprehensive letter of appointment setting out the terms
of their appointment, including their duties and expectations
in the role. Each director also receives a copy of Serko’s
Corporate Governance Manual (comprising all of Serko’s core
governance documents) and is introduced to the business
through a specifically tailored induction programme. All
directors are regularly updated on relevant industry and
company issues and are expected to undertake training
to remain current on how to best perform their duties as
directors of Serko. During the Board’s annual evaluation
process, training needs are considered to assist directors
to remain upskilled on the business, industry and legislative
developments.
All directors have access to senior management to discuss
issues or obtain information on specific areas or items to
be considered at Board meetings and each director actively
utilises this access to support the company and its executives.
The Board, Board committees and each director have the right
to seek independent professional advice at Serko’s expense to
assist them in carrying out their responsibilities.
The Board undertakes a regular review of its own and its
committees’ performance. This is to ensure it has the right
composition and appropriate skills, qualifications, experience
and background to effectively govern Serko and to monitor
Serko’s performance in the interests of shareholders. During
the financial period ended 31 March 2019, performance
reviews took place in accordance with that process.
17
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
INDEPENDENCE OF DIRECTORS
A majority of Serko’s directors are independent. The
factors the company takes into account when assessing the
independence of its directors are set out in the revised NZX
Code and the Board Charter. Generally speaking, a director
is considered to be independent if that director is not an
employee of Serko and if the director has no direct or indirect
interest or relationship that could reasonably influence or
be perceived to influence, in a material way, the director’s
decisions in relation to Serko.
The Board has determined that each of the non-executive
directors are independent directors for the purposes of
the NZX Listing Rules and in accordance with the Board
Charter criteria.
The Board will review any determination it makes on a
director’s independence on becoming aware of any new
information that may affect that director’s independence.
For this purpose, directors are required to ensure
they immediately advise Serko of any new or changed
relationship that may affect their independence or result in
a conflict of interest.
The Board supports the separation of the role of Chairman
and Chief Executive Officer. The current Chairman has
been elected by the Board from the independent directors,
in accordance with the terms of the Board Charter. The
Chairman’s role is to manage and provide leadership to the
Board and to facilitate the Board’s interface with the Chief
Executive Officer.
CONFLICTS OF INTEREST
The Board is conscious of its obligations to ensure that
directors avoid conflicts of interest (both real and perceived)
between their duty to Serko and their own interests. The
Board Charter outlines the Board’s policy on conflicts of
interest. Serko maintains an interests’ register in which
relevant disclosures of interest and securities dealings by the
directors are recorded.
COMPANY SECRETARY
The Company Secretary is responsible for supporting the
effectiveness of the Board by ensuring that its policies and
procedures are followed and for coordinating the completion
and dispatch of the Board agendas and papers. The Company
Secretary is accountable to the Board, via the Chairman, on all
governance matters.
DIVERSITY & INCLUSION
Serko has adopted a Diversity and Inclusion Policy and is
committed to achieving diversity in the skills, attributes
and experience of its Board members, management and
staff across a broad range of criteria (including, but not
limited to, culture, gender and age). The Board as a whole is
responsible for overseeing and implementing the Diversity
and Inclusion Policy but has delegated to the Remuneration
and Nominations Committee the responsibility to develop
and to recommend measurable objectives to the Board that
are designed to adhere to Serko’s Diversity and Inclusion
Policy. See page 10-11 of this Report for further information
regarding Diversity and Inclusion.
The Board uses committees to deal with issues requiring
detailed consideration, thereby enhancing the efficiency
and effectiveness of the Board. However, the Board retains
ultimate responsibility for the functions of its committees and
determines each committee’s roles and responsibilities.
The current standing committees of the Board are:
• Audit and Risk Committee; and
• Remuneration and Nominations Committee.
Details of the roles and responsibilities of these committees
are described in their respective charters and summarised
below. From time to time the Board may constitute an ad-
hoc committee to deal with a particular issue that requires
specialised knowledge and experience.
The Board should use committees
where this will enhance its
effectiveness in key areas, while
still retaining Board responsibility.
Principle 3
18
Serko ESG
The Board should demand
integrity in financial and
non-financial reporting and in
the timeliness and balance of
corporate disclosures.
Principle 4
AUDIT AND RISK COMMITTEE
The primary function of the Audit and Risk Committee is
to assist the Board in fulfilling its oversight responsibilities
relating to Serko’s risk management and internal control
framework, the integrity of its financial reporting and its
auditing processes.
Under the Audit and Risk Committee Charter, the Committee
must be comprised of a minimum of three members who
are each non-executive directors, the majority of whom are
also independent directors, and at least one director with an
accounting or financial background. Further, the Chairman of
the Committee is required to be independent and not be the
Chairman of the Board. The Chairman of the Committee is not
permitted to have been an audit partner or senior manager at
Serko’s external audit firm within the past three years.
The current members of the Committee are Clyde McConaghy
(Chair), Simon Botherway and Claudia Batten. All members are
independent, non-executive directors. Their qualifications and
experience is set out in the latest Annual Report.
REMUNERATION AND NOMINATIONS
COMMITTEE
The primary function of the Remuneration and Nominations
Committee is to oversee remuneration policies and practices
at Serko, oversee management succession planning, consider
the composition of the Board and recommend candidates to
fill Board vacancies as and when they arise. The Committee
is also tasked with annually monitoring and evaluating the
company’s performance with respect to its Diversity and
Inclusion Policy.
Under the Remuneration and Nominations Committee
Charter, the Committee must be comprised of a minimum of
three members, a majority of whom are independent directors.
All members of the Committee are currently independent
directors. The Chairman of the Committee is required to be
independent.
The current members of the Committee are Claudia Batten
(Chair), Simon Botherway and Clyde McConaghy. All members
are independent, non-executive directors. Their qualifications
and experience is set out in the latest Annual Report.
TAKEOVER RESPONSE GUIDELINES
Serko’s independent directors have received comprehensive
legal advice on their directors’ duties, and the process to
be followed, in the event of a takeover offer. The Board has
formally adopted this advice as the guidelines to be applied in
the event of a takeover offer.
Serko is committed to the promotion of investor confidence
by ensuring that the trading of company shares takes place
in an efficient, competitive and informed market. The Board
is tasked with ensuring the integrity of financial and non-
financial reporting to shareholders.
MARKET DISCLOSURE POLICY
Serko has adopted a Market Disclosure Policy that guides
the company’s compliance with the continuous disclosure
requirements of the NZX Main Board. In addition, directors
and management consider at each Board meeting whether
there are any issues that have arisen that require disclosure to
the market.
Serko has established a Disclosure Committee whose role it
is to determine whether information is ‘material information’
and whether the material information is required to be
released to the NZX. The Disclosure Committee comprises
the Board Chairman, the Audit and Risk Committee Chairman,
the Chief Executive Officer and the Chief Financial Officer
(the Disclosure Officer).
GOVERNANCE POLICIES AND PROCEDURES
Serko’s governance charters and policies can be found on the
investor centre of the company’s website.
19
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
FINANCIAL REPORTING
The Board is responsible for ensuring the integrity of
its financial reporting. The Audit and Risk Committee
closely monitors financial reporting risks in relation to the
preparation of the financial statements. The Audit and Risk
Committee, with the assistance of management, also works to
ensure that the financial statements are founded on a sound
system of risk management and internal control and that
the system is operating effectively in all material respects in
relation to financial reporting risks.
As part of this process, the Chief Executive Officer and Chief
Financial Officer are required to state in writing to the Board
that, to the best of their knowledge, the company’s financial
reports: (1) present a true and fair view of the company’s
financial condition and operational results; (2) are prepared
in accordance with the relevant accounting standards; and
(3) are founded on a sound system of risk management and
internal control that is operating effectively.
NON-FINANCIAL REPORTING
To assist shareholders to make meaningful investment
decisions, in addition to reporting historical statutory
financial information, Serko is committed to providing
shareholders with a balanced and understandable assessment
of its performance, business model, strategic objectives and
progress against meeting those objectives at each earnings
announcement and in its half-year and full-year reports.
Serko is committed to developing long-term value creation.
As part of this commitment, Serko’s Board is focused on
delivering a sustainable future for its business, people,
customers and communities by doing what is right. To
demonstrate this, Serko has chosen to report against the UN
Sustainable Development Goals (SDGs). SDGs are a set of
global initiatives set by the United Nations for everyone to
contribute to.
For Serko the SDGs are a way to see which areas of
sustainability it is directly contributing to and how its
community initiatives relate to a larger vision for positive
change. Information about the commencement of Serko’s
ESG initiatives are set out in this Report. Serko’s ESG
framework remains under development and will continue to
be progressed over time.
Serko is committed to remunerating its non-executive
directors, executive directors and employees fairly,
transparently and reasonably.
NON-EXECUTIVE DIRECTOR
REMUNERATION
Serko’s shareholders have approved a total cap of $350,000
per annum for non-executive directors’ fees, for the purposes
of the NZX Listing Rules. This annual fee pool has not been
increased since it was approved by shareholders in 2014 but
will be reviewed this calendar year with a view to providing
flexibility for Serko to appoint an additional non-executive
director in the future. Serko currently pays directors’ fees
that, in aggregate, amount to AUD$300,000
1
per annum as
detailed below. This represents an increase from the fees paid
in FY18 (totalling ~NZ$250,000 per annum) to reflect the
time commitment and responsibilities required of Serko’s non-
executive directors as the company expands internationally.
No equity-based remuneration is paid to non-executive
directors, nor do the non-executive-directors receive any
performance-based remuneration. However, directors may
hold shares in the company, details of which are set out in the
Annual Report. It is Serko’s policy to encourage directors to
hold shares in the company.
In addition to the remuneration detailed above, at the time
of the initial public listing (IPO), the Board introduced (with
the approval of Serko’s existing shareholders) a loan facility
for the independent directors, which enabled non-executive
directors to acquire a specified number of Serko shares at
the time of the IPO (Director Loan Shares). This loan was
extended in June 2017 for a further three years.
During FY18, a fixed trading plan (Plan) was established
in accordance with section 260 of the Financial Markets
Conduct Act 2013 to enable non-executive directors to invest
a portion of their annual directors’ fees in Serko shares on
a monthly basis and over a fixed term of three years (Term).
Under the Plan, an independent broker automatically applies
1. Approximately NZ$320,000, subject to exchange rate fluctuations.
The remuneration of directors and
executives should be transparent,
fair and reasonable.
Principle 5
20
Serko ESG
the designated fees to the monthly acquisition of shares
on-market during the Term. Once a non-executive director
has entered the Plan, they have no ability to influence share
trading decisions and no ability to withdraw from the Plan
before the end of the Term. Further, the directors are not
permitted to trade any shares acquired under the Plan for the
duration of their tenure as directors of Serko (except in the
event of a takeover). The Plan is intended to further align non-
executive directors’ interests with those of the shareholders
of the company and demonstrate non-executive directors’
support of Serko’s long-term strategy.
The non-executive directors are entitled to be reimbursed
for all reasonable travel, accommodation and other expenses
incurred by them in connection with their attendance at Board
or shareholder meetings or otherwise in connection with
Serko’s business. Due to Australian legislative requirements,
superannuation is payable to our Australian resident non-
executive director for time dedicated to Serko while working
in Australia. No retirement benefits will be paid to other non-
executive directors on their retirement.
PositionFees per annum
Board of DirectorsChairAUD$120,000
Non-executive DirectorsAUD$75,000
Audit & Risk CommitteeCommittee ChairAUD$15,000
Committee Member-
Remuneration & Nominations CommitteeCommittee ChairAUD$15,000
Committee Member-
The Board has agreed that the following fixed annual fees will apply to all non-executive directors during FY20:
REMUNERATION POLICY
Serko has adopted a Remuneration Policy. The purpose of the
Policy is to outline the remuneration principles that apply
to all directors and employees to ensure that remuneration
practices within Serko are fair and appropriate and there is a
clear link between remuneration and employee performance.
Serko’s Remuneration Policy supports the company to attract,
retain and motivate high–calibre people to achieve the
company’s business objectives and create shareholder value.
Serko’s Remuneration Policy is guided by the principles that
remuneration practice should:
• Be clearly aligned with Serko’s values, culture and
corporate strategy;
• Support the attraction, retention and engagement of
employees;
• Be understood by employees;
• Be equitable and flexible;
• Appropriately reflect market conditions and
organisational context;
• Recognise individual performance and competency,
rewarding individuals for achieving high performance;
and
• Recognise team and company performance and the
creation of shareholder value.
The Remuneration Policy is available on the investor section of
the company’s website.
Under Serko’s remuneration framework, remuneration paid to
the Chief Executive Officer and senior officers includes a mix of
the following fixed and variable components:
• Fixed remuneration, which includes base salary
and employer KiwiSaver (or overseas equivalent)
contributions (where relevant).
Actual fees paid to non-executive directors during FY18 are set out in Serko’s latest Annual Report.
21
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
• A discretionary short-term incentive (STI) may be
offered for permanent employees, at the discretion of
the Chief Executive Officer (or the Board in the Chief
Executive Officer’s and Chief Strategy Officer’s case).
Serko’s STI is performance based, with any STI payment
being conditional on satisfaction of pre-determined
company and individual performance objectives.
• A discretionary sales/business development incentive
(SIP) may be offered to sales and business development
staff, at the discretion of the Chief Executive Officer.
The structure of such incentives is approved by the
Board. The SIP is designed to incentivise sales and
business development staff to meet or exceed sales/
business development targets.
• A long-term incentive (LTI) may be offered, as approved
by the Board. Serko operates a long-term incentive
scheme in the form of a Restricted Share Scheme and
has recently introduced a United States (US) Share
Incentive Plan, under which it plans to offer US-based
employees options to acquire shares.
In addition, Serko may offer provisions that have a
monetary benefit to employees but which are not
considered part of remuneration.
Each year a review is carried out to benchmark salaries,
with market increases and adjustments made accordingly.
The Remuneration and Nominations Committee is
responsible for reviewing the remuneration of the
company’s senior executives in consultation with the Chief
Executive Officer. The company’s senior executives are
subject to regular performance reviews. The performance
of senior executives is reviewed by the Chief Executive
Officer who meets with each senior executive to discuss
their performance, as measured against key performance
targets (both financial and non-financial) previously
established and agreed with that executive. During the year
ended 31 March 2019, performance reviews took place in
accordance with that process.
LONG-TERM INCENTIVE SCHEMES
Both the Restricted Share Scheme and the US Share Incentive
Plan are designed to: attract and retain key people within the
business; to align senior managers’ remuneration with long-term
shareholder value; and to reward the achievement of Serko’s
strategies and business plans.
Under the Restricted Share Scheme, participants are offered
ordinary shares with restrictive conditions. Restricted share
allocations generally vest three years after the allocation date.
Under the US Share Incentive Plan, participants are offered
options to acquire ordinary shares upon exercise of their
options. Options generally vest (meaning they are able to be
exercised) in four tranches commencing two-years after they are
granted, subject to continued employment.
With respect to Serko’s LTI Schemes, no director or employee
is permitted to enter into financial products or arrangements
that operate to limit the economic risk of their vested or
unvested entitlements.
EXECUTIVE DIRECTOR REMUNERATION
The executive directors, Darrin Grafton and Bob Shaw, receive
remuneration and other benefits in their respective executive
roles as Chief Executive Officer and Chief Strategy Officer and,
accordingly, do not receive director fees.
The FY19 remuneration mix for the executive directors
included: a base salary, a short-term incentive up to a maximum
target value of 40% of base salary; and a long-term incentive up
to a maximum target value of 100% of base salary.
This remuneration composition will carry forward into the
FY20 year.
22
Serko ESG
1. Base salary includes employer contributions towards KiwiSaver at 3%.
2. Taxable benefits include a car allowance, carpark and medical insurance.
3. The short-term incentive stated was earned in FY19 and will be paid in FY20. Darrin Grafton’s potential short-term incentive payment for FY19 was $140,000.
During the financial period, Darrin Grafton also received a short-term incentive of $85,000, which was earned in FY18 and paid in FY19.
4. The short-term incentive stated was earned in FY19 and will be paid in FY20. During the financial period, Bob Shaw also received a short-term incentive of
$50,000, which was earned in FY18 and paid in FY19.
5. The FY19 long-term incentive was granted in July 2018, following partial achievement of pre-grant performance targets based on FY18 performance. The
restricted shares will vest three years after the allocation date. The value stated is the gross amount earned.
The table below (and accompanying notes) sets out the total remuneration and value of other benefits earned by, or paid to, each
executive director of Serko during, and in respect of, the financial period ended 31 March 2019:
long-term incentives for the FY20 year and determining the
individual component of any short-term incentive payable
for the FY19 year. In addition, pay-out of any short-term
incentive is dependent on meeting pre-determined revenue
and EBITDA* targets during the financial period.
The executive directors’ performance is reviewed by the Board
annually. Following the financial period ended 31 March 2019,
performance reviews took place in accordance with that process.
No termination payments are payable to the executive
directors in the event of serious misconduct.
During the period ended 31 March 2019, both Darrin
Grafton’s and Bob Shaw’s variable remuneration components
were based on key performance indicators (KPIs) relating to:
• Delivery of operational value drivers linked to Serko’s
strategy;
• Delivering shareholder value;
• Meeting performance targets in respect of customer
satisfaction and retention; and
• Maintaining a positive culture and safe working
environment.
Delivery of these KPIs is used to assess whether pre-
performance hurdles are met in relation to the granting of
*Earnings Before Interest, Taxation, Depreciation and Amortisation
Base salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal remuneration
STILT I
5
Subtotal
Darrin Grafton$350,334$30,000$380,334$50,400
3
$200,000 in the
form of 43,252
restricted shares
$250,400$630,734
Bob Shaw$254,229$30,000$284,229$21,600
4
$125,000 in the
form of 24,921
restricted shares
$146,600$430,829
23
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
Serko Limited is committed to proactively and consistently
managing risk to:
• Enhance and protect Serko’s value by delivering on its
commitments and meeting stakeholders’ expectations;
• Allow Serko to pursue opportunities in an informed way
and aligned with the Board’s risk appetite; and
• Ensure a safe and secure environment for Serko people
(employees and contractors) partners and customers.
Serko’s Risk Management Policy is included in Serko’s
Corporate Governance Manual (published on Serko’s website).
Serko has designed and implemented a comprehensive risk
management framework for oversight and management of
financial and non-financial business risks, as well as related
internal compliance systems.
The Board has ultimate responsibility for Serko’s risk
management and internal control system, setting the ‘tone
at the top’ with regards to risk culture. The Audit and
Risk Committee, under delegation from the Board and in
conjunction with management, regularly reports to the Board
on the effectiveness of the company’s management of its
material business risks and whether the risk management
framework and systems of internal compliance and control are
operating effectively and efficiently in all material respects.
The Audit and Risk Committee conducts at least six-monthly
reviews of Serko’s risk management framework, risk appetite
and principal risks, to satisfy itself that the company’s
approach to risk continues to be sound. Further details on
Serko’s risks and risk management processes are detailed on
page 27 of this Report.
EXTERNAL AUDITOR INDEPENDENCE
Serko has adopted an External Audit Independence Policy that
requires, and sets out the criteria for, the external auditor to
be independent. The Policy recognises the importance of the
Board’s role in facilitating frank dialogue among the Audit and
Risk Committee, the auditor and management.
The Policy prescribes the services that can and cannot be
undertaken by the external auditor, which are designed to
ensure that services provided by Serko’s external auditor are
not perceived as conflicting with its independent role.
The Policy requires that the key audit partner is changed at
least every five years so that no such persons shall be engaged
in an audit of Serko for more than five consecutive years. In
2017, following a robust and competitive tender process,
Serko rotated its audit firm, in accordance with this Policy and
the NZX Listing Rules.
The Audit and Risk Committee Charter requires the
Committee to facilitate the continuing independence of
the external auditor by assessing the external auditor’s
independence and qualifications and overseeing and
monitoring its performance. This involves monitoring all
aspects of the external audit, including the appointment of
the auditor, the nature and scope of its audit and reviewing
the auditor’s service delivery plan. In carrying out these
responsibilities the Audit and Risk Committee meets regularly
with the auditor without executive directors or management
present and the lead audit partner has direct contact with the
Chair of the Audit and Risk Committee.
The auditor is restricted in the non-audit work it may perform,
as detailed in Serko’s External Audit Independence Policy.
In the last financial year, Serko’s external auditor did not
undertake non-audit work. For further details on the audit
fees paid and work undertaken during the period, refer to the
latest Annual Report. The Audit and Risk Committee regularly
monitors the ratio of fees for audit to non–audit work.
The Board should ensure the
quality and independence of the
external audit process.
Principle 7
Directors should have a sound
understanding of the material risks
faced by the issuer and how to
manage them. The Board should
regularly verify that the issuer
has appropriate processes that
identify and manage potential and
material risks.
Principle 6
24
Serko ESG
INTERNAL AUDIT FUNCTION
Serko does not have a dedicated internal auditor, instead
internal controls are managed on a day-to-day basis by the
finance team. Compliance with internal controls is reviewed
annually by Serko’s auditor.
The Board should respect the
rights of shareholders and foster
constructive relationships with
shareholders that encourage
them to engage with the issuer.
Principle 8
INFORMATION FOR SHAREHOLDERS
Serko is committed to maintaining a full and open dialogue
with its shareholders (and other interested stakeholders).
The company has in place an investor relations programme to
facilitate effective two-way communication with shareholders.
The aim of the company’s communications programme is to
provide shareholders with information about the company
and to enable them to actively engage with the company and
exercise their rights as shareholders in an informed manner.
The company facilitates communications with shareholders
through written and electronic communications and by
facilitating shareholder access to directors, management and
the company’s auditor.
The company provides shareholders with communication
through the following channels:
• The investor section of the company’s website;
• Full-year and half-year reporting;
• The annual shareholders’ meeting;
• Regular disclosures on company performance and news
via stock exchange online disclosure platforms; and
• Disclosure of presentations provided to analysts and
investors during regular briefings.
Serko’s website is an important part of the company’s
shareholder communications strategy. Included on the website
is a range of information relevant to shareholders and others
concerning the operation of the company. In addition, this
year, Serko has prepared and published on its website this
Corporate Governance Statement, outlining its governance
practices.
Shareholders may, at any time, direct questions or requests
for information to directors or management through
Serko’s website or by sending an email to
investorrelations@serko.com.
Serko provides shareholders with the option to receive
communications from, and send communications to, the
Company and its share registrar electronically. A large number
of Serko shareholders have elected to receive electronic
communications.
SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, Serko’s
Constitution and the NZX Listing rules, Serko refers major
decisions that may change the nature of Serko to shareholders
for approval.
Serko conducts voting at its shareholder meetings by way of
polls, reflecting the principle of one share, one vote. Further
information on shareholder voting rights is set out in Serko’s
Constitution.
ANNUAL SHAREHOLDERS’ MEETING
Serko’s 2019 Annual Shareholders’ Meeting will be held in
Auckland on 21 August 2019. Shareholders will be given an
opportunity at the meeting to ask questions and comment on
relevant matters.
In addition, Serko’s auditor, Deloitte, will be available to answer
any questions about its audit report. A Notice of Meeting will be
sent to shareholders in advance of the meeting.
25
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
RISK
MANAGEMENT
26
Serko ESG
RISK MANAGEMENT
Serko Limited is committed to proactively and consistently
managing risk to:
• Enhance and protect Serko’s value by delivering on our
commitments and meeting stakeholders’ expectations;
• Allow Serko to pursue opportunities in an informed way
and aligned with the Board’s risk appetite; and
• Ensure a safe and secure environment for Serko people
(employees and contractors), partners and customers.
Serko’s Risk Management Policy is included in Serko’s
Corporate Governance Manual (published on Serko’s website).
RISK MANAGEMENT
1. Audit and Risk Committee
2. Delegated Financial Authority
RISK MANAGEMENT FRAMEWORK
Serko has designed and implemented a comprehensive risk
management framework for the oversight and management
of financial and non-financial business risks, as well as related
internal compliance systems that are designed to:
• Optimise the return to, and protect the interests of,
stakeholders;
• Safeguard the company’s assets and maintain
its reputation Improve the company’s operating
performance;
• Fulfill the company’s strategic objectives; and
• Manage the risks associated with Serko’s operations.
STRATEGICOPERATIONALFINANCIALEXTERNAL
INHERENT RISKS OF DOING BUSINESS
RISK APPETITE
ARC
1
BI
ANNUALLY
ON
STRATEGY RISKS
CONTROL AND MITIGATION
PRINCIPAL RISKS
ARC BI
ANNUALLYCONTROL/DFA
2
FRAMEWORK
MONTHLY BOARD REVIEW
OPERATIONAL RISKS
PRINCIPAL RISKS
FINANCIAL RISKS
OPERATIONAL EXPOSURES
Zero Tolerance:
O -Strategy, Compliance, Health and
safety risks to be avoided.
27
Serko ESG
INTRODUCTION
04
ENVIRONMENTAL
06
GOVERNANCE
12
RISK MANAGEMENT
25
SOCIAL
08
PRINCIPAL BUSINESS RISKS:
Principal business risks for Serko are:
• Maintaining product integrity through protecting its
intellectual property against competition, protecting
the security of its systems and sensitive data against
cyber-attacks and/or accidental disclosure and ensuring
continuity of service;
• Remaining a leader in corporate travel technology and
not being disrupted through the emergence of new
technology or competition;
• Achieving a sustainable financial position, while
growing into new markets, including the unpredictable
sales cycle and lead-time for on-boarding of TMCs’
corporate customers, managing the reliance on TMCs
and the revenue concentration among the largest TMC
customers;
• Retaining and attracting the resources and talent
necessary to deliver enhancements and manage the
growth; and
• Non-controllable global geopolitical or environmental
impacts that could affect corporate travel volumes.
Serko has in place mitigation strategies, for managing each of
these risks. In addition to its key mitigation strategies Serko
maintains comprehensive insurance coverage. Serko manages
these risks to within Board-defined tolerances based on the
approved risk appetite statement.
HEALTH AND SAFETY RISKS
The Board and management have sought to establish leading
practices within Serko that promote a safe and healthy
working environment for everyone working in, or interacting
with, Serko’s business. Serko adopted a Health and Safety
Policy that requires Serko people to take all practicable steps
to provide a working environment that promotes health and
wellbeing, while minimising the potential for risk, personal
injury, ill health or damage. The Board reviews health and
safety reports at each Board meeting and oversees a detailed
programme of work to ensure Serko remains compliant
with its health and safety obligations under the Health and
Safety at Work Act 2015. In addition, the Remuneration
and Nominations Committee carries out a detailed review of
health and safety risks and strategy each quarter.
During the year Serko has overachieved against its health and
wellness targets of keeping sick leave taken to below four days
per person per year and had an overall lost time to incidents
rate of below 0.001 days per annum.
In addition to ensuring employee safety, Serko is very focused
on the wellbeing of all Serko people. Serko supports its people
with an outsourced globally accessible Employee Assistance
Programme, which is promoted within the team to encourage
usage. To support a busy workplace, with high ambitions and
performance expectations, this year Serko ran a wellness
programme focusing on improving individual resilience. This
programme received very positive feedback from participants
and is planned to be rolled-out to more staff in FY20.
CYBER SECURITY RISKS
A key risk we face has been highlighted by the worldwide
increase in cyber-attacks and several high-profile privacy
data breaches. Regulators are appropriately responding by
increasing penalties for such breaches and introducing new
legislative protections for the handling of private information.
Serko takes these risks seriously and has appointed a
dedicated Security Officer to manage these risks. It is also
ensuring its processes and software maintain best practice
standards of protection. Serko maintains its software to
be Payment Card Industry Data Security Standard (PCI)
compliant and has put in place processes to meet the European
Union’s General Data Protection Regulation requirements
which came into effect 25 May 2018.
www.serko.com
Serko Environmental, Social & Governance Report 2019
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- SEK — Seeka Limited: Seeka announces its 31 December 2018 result2019-02-24
“SEK | Seeka Limited | 2019-02-24 | FLLYR | Seeka announces its 31 December 2018 result…”
- SKL — Skellerup Holdings Limited: FY19 Result Release Date2019-07-22
“Skellerup 2019 Full Year Result Announcement Date Skellerup Holdings Limited (SKL) plans to release its financial results for the year ended 30 June 2019 to the market at 9.00am on Friday 23 August 2019.…”