Mercury rises to challenge with strong FY2019 result
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Mercury NZ Limited
Reporting Period 12 months to 30 June 2019
Previous Reporting Period 12 months to 30 June 2018
Currency New Zealand dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$2,000,000 11.2%
Total Revenue $2,000,000 11.2%
Net profit/(loss) from
continuing operations
$357,000 52.6%
Total net profit/(loss) $357,000 52.6%
Final Dividend
Amount per Quoted Equity
Security
$ 0.09300000
Imputed amount per Quoted
Equity Security
$0.03616667
Record Date 13/09/2019
Dividend Payment Date 30/09/2019
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$2.54 $2.35
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to accompanying audited financial statements
Authority for this announcement
Name of person
authorised
to make this announcement
Howard Thomas, Company Secretary
Contact person for this
announcement
Howard Thomas, Company Secretary
Contact phone number +64 9 308 8200
Contact email address Howard.Thomas@Mercury.co.nz
Date of release through MAP
20/08/2019
Audited financial statements accompany this announcement.
---
Mercury rises to challenge with strong FY2019 result
Summary of FY2019 performance
>> Operating earnings (EBITDAF) $505 million, down 11%
• Influenced by lower hydro generation and only eight months of Metrix earnings
>> Net profit after tax $357 million, up 53%
• Influenced by gain on sale of Metrix and lower interest costs
>> Final ordinary dividend 9.3 cents per share, fully imputed, to be paid on 30 September 2019
• Brings our total ordinary dividend to 15.5 cents per share, fully imputed, up 2.6%
• 11
th
consecutive year of ordinary dividend growth
20 August 2019 – Mercury produced a strong result under unusual weather and market conditions in its
financial year to 30 June 2019, Chief Executive Fraser Whineray said today.
Announcing Mercury’s annual results, Mr Whineray said that the overall performance of the business was even
more pleasing than last year’s record earnings, as Mercury executed a number of key strategic moves to position
the company for long-term sustainable growth.
Financial year milestones included: the sale of Mercury’s Metrix smart metering business for $272 million; the
announcement of a major refurbishment programme for its Karapiro hydro station; consolidation of three Auckland
premises into one new Auckland office in Newmarket; the roll-out of a new customer IT platform (SAP Commerce
Cloud); and the announcement of the construction of Mercury’s first wind farm, at Turitea near Palmerston North.
Operating earnings (EBITDAF) of $505 million were down 11% (FY2018 $566 million), impacted by early wet
weather across the Waikato catchment giving way to an acutely dry period from September. Annual hydro
generation of 4,006GWh was in line with the company’s long-term average but was 941GWh down on the record
established last year.
Annual geothermal generation set a record, reaching 2,896GWh, coinciding with record high annual spot prices
caused in part by gas supply and thermal generation constraints from October 2018.
“Making the most of the challenging hand dealt by Waikato catchment inflows and elevated spot pricing required a
very strong performance from generation and wholesale markets teams in FY2019,” Mr Whineray said.
“Our assets were prudently managed through challenging weather and wholesale market conditions. High
geothermal availability (97.7%), as the only renewable energy source that is not weather dependent, maximised
the opportunity of historically high spot prices.”
Mercury reduced retail acquisition activity and focused on customer value and loyalty as retail margins contracted
with elevated spot prices and ongoing high levels of retail competition.
Mercury’s record profit of $357 million was up $123 million on the prior year’s record, as the company benefited
from lower interest costs as historic hedges matured, and from the gain on sale of its Metrix smart metering
business. As with the prior year, there were no impairments recorded.
STOCK EXCHANGE LISTINGS: NZX (MCY) / ASX (MCY)
NEWS RELEASE
Financial Results
FY2019 FY2018 FY2017 FY2016 FY2015
EBITDAF ($M) 505 566 523 493 482
NET PROFIT AFTER TAX ($M) 357 234 184 160 47
UNDERLYING EARNINGS AFTER TAX ($M) 161 198 176 152 145
FULLY IMPUTED ORDINARY DIVIDEND
(CENTS PER SHARE)
15.5 15.1 14.6 14.3 14.0
FULLY IMPUTED SPECIAL DIVIDENDS
(CENTS PER SHARE)
5.0 7.5
UNIMPUTED SPECIAL DIVIDEND (CENTS
PER SHARE)
4.0
SHARE BUYBACK ($M) 50
ELECTRICITY GENERATION (GWh) 6,902 7,704 7,533 6,842 6,536
Dividend
Mercury Chair Joan Withers announced a final ordinary dividend of 9.3 cents per share, fully imputed. This brings
our total ordinary dividend to 15.5 cents per share, fully imputed, up 2.6% on FY2018. It is Mercury’s 11th
consecutive year of ordinary dividend growth.
“Our underlying performance and the bold and carefully considered moves we have executed successfully are all
indicators that Mercury is well positioned for growth in a dynamic market,” Mrs Withers said.
Total shareholder returns (TSR) of 42.5% included significant share price appreciation, which valued the company
at $6.3 billion at financial year end, compared with $4.6 billion at the same time last year.
FY2020 Guidance
EBITDAF guidance is $485 million for FY2020, based on forecast mean hydro and geothermal generation (~
6,620GWh). This guidance is subject to any material events, significant one-off expenses or other unforeseeable
circumstances including hydrological conditions.
FY2020 ordinary dividend guidance has been issued at 15.8 cents per share, a 2% increase on FY2019.
Mercury will continue to provide updates of its mid-point estimate of full-year hydro generation with its quarterly
operating statistics.
Outlook
Mr Whineray said that Mercury anticipates solid long-term demand growth as renewable electricity’s advantages
are increasingly unlocked through technology advances in applications such as transport and industrial heat, and
as consumers demand cheaper, cleaner, locally generated and low-carbon sources of energy to power their lives.
“We will continue to explore inspiring ways to encourage the transition to electrified transport for the long-term
benefit of the country as well as our owners.”
ABOUT MERCURY NZ LIMITED
Mercury’s mission is energy freedom. Our purpose is to inspire New Zealanders to enjoy energy in more wonderful
ways and our goal is to be New Zealand’s leading energy brand. We focus on our customers, our people, our
partners and our country; maintain a long-term view of sustainability; and promote wonderful choices. Mercury is
energy made wonderful.
For further information: Media – 0272 105 337; Investors – 0275 173 470. Visit us at: www.mercury.co.nz
---
Chief Financial Officer
Financial Results
for the year ended 30 June 2019
WILLIAM MEEK
FRASER WHINERAY
Chief Executive
20 August 2019
DISCLAIMER
The information in this presentation has been prepared by Mercury NZ Limited with due care and attention. However, neither the
company nor any of its directors, employees, shareholders nor any other person shall have any liability whatsoever to any personfor
any loss (including, without limitation, that arising from any fault or negligence) arising from this presentation or any information
supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items.Such projections or forward-
looking statements are based on current expectations, estimates and assumptions and are subject to a number of risks, uncertainties
and assumptions.There is no assurance that results contemplated in any projections and forward-looking statements in this
presentation will be realised.Actual results may differ materially from those projected in this presentation. No person is under any
obligation to update this presentation at any time after its release to you or to provide you with further information about Mercury NZ
Limited.
Forward-looking statements are subject to any material adverse events, significant one-off expenses or other unforeseeable
circumstances including hydrological conditions.
A number of non-GAAP financial measures are used in this presentation, which are outlined in the appendix of the presentation. You
should not consider any of these in isolation from, or as a substitute for, the information provided in the audited consolidatedfinancial
statements for the year ended 30 June 2019, which are available at www.mercury.co.nz.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any
recommendation. Nothing in this presentation constitutes legal, financial, tax or other advice.
DISCLAIMER
2
$505m EBITDAF
Achieved through mean hydro
generation supported by record
geothermal generationin challenging
spot market conditions
MARKET THESIS
Being realised as more balanced supply
and demand and thermal fuel constraints
led to record futures prices
9.3cps
FINALDIVIDEND
Fully-imputed total ordinary dividend of
15.5cps; an increase of 2.6% versus
FY2018; 11
th
year of ordinary growth
FINANCIAL DISCIPLINE
Demonstrated as operating expenditure
of $199m was flat (adjusted for Metrix
sale) for the 6
th
year in a row
CAPITAL ALLOCATION
Active capital management through
divestment of Metrixfor $272m and
growthcapital contributions of $55m to
Tilt Renewables
RECOGNITION
Of our sales and retention teams at the
CRM Contact Centre Awards and as the
top-ranked Utility in the KPMG Customer
Experience Excellence report
CUSTOMER VALUE
Focus on rewarding loyalty and value
leading to reduced acquisitionactivity in
highly competitive retail market
TURITEA WIND FARM
$256m commitment to a 119MW /
470GWh p.a. wind farm; the first
large-scale NZ renewable electricity
generation development since 2014
Stay-in-business capital expenditureof
$89m
Included office consolidation bringing
teams togetherfrom across Auckland
and ongoing hydro refurbishment
FY2019 HIGHLIGHTS
3
FY2019 HIGHLIGHTS
4
>Energy Margin, EBITDAF and Free Cash Flow lower reflecting 19% reduction in hydro generation upon return to mean
following record levels in FY2018
>NPAT up reflecting gain on sale following divestment of Metrix metering business for $272m and also lower interest costs
>Stay-in-business capex of $89m reflecting ongoing hydro refurbishment
1
and Auckland office consolidation
>Growth investment of $81m reflecting contributions to Tilt Renewables ($55m) and wind generation development at Turitea
>Total ordinary dividend of 15.5cps, the 11
th
year of ordinary dividend growth
FINANCIAL PERFORMANCE
730
205
566
234
198
264
112
150
207
50
667
199
505
357
161
237
89
81
211
0
0
100
200
300
400
500
600
700
800
Energy MarginOperating
Expenditure
EBITDAFNPATUnderlying
Earnings
Free Cash FlowStay-In-Business
Capital
Expenditure
Growth
Investment
Declared
Ordinary
Dividend
Share Buyback
$m
FY2018
FY2019
FY2019 FINANCIAL HIGHLIGHTS
1
For further detail see Mercury Annual Report 2019, pp. 50-53
Total Net Sales: 484GWh
1
LWAP/GWAP: 1.9%
Mass Market Yield: 2.0%
C&I Yield: 1.1%
566
505
74
0
249
2
60
45
4
356
7
4
6
-
100
200
300
400
500
600
700
800
900
Volume
Price
Volume
Price
Volume
Price
Derivative
Settlements
Derivative
Settlements
Other
Other Income
OPEX
EBITDAF ($m)
5
Generation
FY2018FY2019
FPVV PurchasesFPVV Sales
End User
CFDs
Other Energy
Margin
Generation: 808GWh
Price: $52/MWh
Energy Margin: $63m
1
Includes FPVV and net CFD sales
2
Consistent with disclosures in December 2018
3
Includes ancillary services & gas purchases and sales
3
EBITDAF BRIDGE (FY2018 to FY2019)
HIGHER SPOT PRICES PARTLY OFFSETTING REDUCTION IN GENERATION
FY2019 FINANCIAL HIGHLIGHTS
Metrix divestment impact -$8m
2
New Zealand’s leading energy brand
Recognised as a leader within our industry, with our industry
recognised as a positive contributor to New Zealand; and Mercury’s
access to fuel and energy storage enduring and enhanced
Recognised as a leader in the ultra-long-term management of both
physical and natural assets
A zero harm organisation that has enabled our people to adapt to
the changing nature of work to deliver the highest levels of
performance and productivity
Leading our sector in terms of financial performance and
shareholder returns, earning at least our cost of capital
6
WHAT MATTERS MOST
WHAT MATTERS MOSTLONG-TERM SUCCESS STATEMENTS
Mercury brand
trader churn
7.4%
Customer
satisfaction
64%
1
Brand Love
85%
2
Industry recognised
as key enabler of
low-carbon economy
Airpoints™
registrations
160,000
3
EPR final report
expected late 2019
LWAP/GWAP
1.04
SIB Capex
$89m
Gross Generation
Emissions Intensity
39kg CO
2
e/MWh
Zero high severity
health and safety
incidents
TRIFR
0.72
4
Employee
Engagement
66%
5
Annual Total
Shareholder Return
43%
Total Ordinary
Dividend
15.5cps
Investment in growth
via Tilt and Turitea
and Metrix sale
7
WHAT MATTERS MOST
KEY PERFORMANCE INDICATORS –5 YEAR TRENDS
1
Based on Mercury’s monthly survey of residential customers, 12-monthly
rolling average to 30 June 2019 for Mercury brand only
2
Percentage of customers who say they ‘like’ Mercury, 3-monthly rolling
average to 30 June 2019
3
Total customers registered for Airpoints™ as at 30 June 2019
4
Total Recordable Injury Frequency Rate per 200,000 hours for the 12
months to 30 June 2019; includes employees and onsite contractors
5
From CultureAmpsurvey introduced 2019
✓
✓
✓
8
>Numerous reports released recognising renewable electricity as an opportunity for New Zealand
>Interim Climate Change Committee (Final report released July 2019)
>Recommends focus on renewable electricity for transport and industrial process heat rather than 100% renewable electricity
>New Zealand forecast to reach 93% renewable electricity by 2035 under business-as-usual
>Targeting 100% renewable electricity prohibitively expensive relative to electrification of transport and process heat
>Value of hydro generation to New Zealand’s climate objectives should be given “sufficient weight” in water allocation decisions
>MBIE Electricity Demand and Generation Scenarios 2050 (Released July 2019)
>Electricity demand predicted to grow in the range of 18% to 78% (7 to 31GWh p.a.) across all scenarios
>Renewable electricity generation predicted to rise in all scenarios from 82% in 2017 to around 95%
>Productivity Commission -Low Emissions Economy Report (Government response August 2019)
>Supports renewable electricity generation as a key enabler of transitioning NZ to a low emissions economy
>Government developing Renewable Energy Strategy for public consultation later in 2019
>Transport electrification
>Government consulting on a feebate scheme for low emissions light vehicles for implementation in 2021
>Major NZ corporates trialling electric transport options including waste management vehicles, electric ferries, tugs and planes
MARKET DYNAMICS
RECOGNISING NEW ZEALAND’S RENEWABLE ADVANTAGE
9
>Electricity Price Review (EPR)
>Final report and Government response now expected to be released in September 2019
>Based on the February EPR options paper, expectations are for incremental rather than fundamental structural reforms
>Main focus on improving outcomes for vulnerable customers through targeted assistance and other support mechanisms
>Transmission Pricing
>Electricity Authority released an issues paper for consultation by 1 October
>Significant reduction in impacts and benefits from the Authority’s 2016 proposal
>Indicative impact to Mercury of $6.6m p.a. not before April 2024; remains contingent on implementation and Government policy
>Tax Working Group
>Work programme includes further investigation of environmental taxes; no tax on hydro use expected in the near term
>National Policy Statements (NPS)
>Uncertainty as to whether hydro generation will be exempted in the new 2019 NPS on Freshwater Management due for
consultation in September
>Future geothermal generation investment needs to be explicitly recognised within the proposed NPS on Indigenous Biodiversity
MARKET DYNAMICS
REGULATORY ENVIRONMENT
Source: NZX Hydro, Pricing Manager (NZX), Mercury
1
Trendline includes all monthly data from Jan 1999 to Jul 2019
10
SPOT PRICES PERSIST ABOVE HISTORICAL TREND
MARKET DYNAMICS
Oct-18
Nov-18
Feb-19
Mar-19
$0
$50
$100
$150
$200
$250
$300
$350
-1500-1000-500050010001500
OTA Wholesale Price ($/MWh)
Delta to SI Storage Average (GWh)
SI MONTHLY HYDRO STORAGE AND PRICE
1
Jan 1999 to Jun 2016
FY2017
FY2018
FY2019
FY2020
$0
$50
$100
$150
$200
$250
$300
$350
-400-2000200400
OTA Wholesale Price ($/MWh)
Delta to NI Storage Average (GWh)
NI MONTHLY HYDRO STORAGE AND PRICE
1
Jan 1999 to Jun 2016
FY2017
FY2018
FY2019
FY2020
$59/MWh
$87/MWh
$143/MWh
$59/MWh
$87/MWh
$143/MWh
Source: NZX Hydro, Mercury
1
Maximum Controllable Level
2
Monthly average since July 1999
3
Monthly average since July 1927
4
Closing price 3 months prior
11
JulAugSepOctNovDecJanFebMarAprMayJunJul
Hydro Generation -
Delta to Average
2
(GWh)
+73+81+101-10-14-6-45-45-45-47-56-29+10
Waikato Inflows -
Delta to Average
3
(GWh)
+49+90-35-123-78+20-62-102-104-80-85-40+82
Spot Price -
Otahuhu ($/MWh)
$82$89$90$300$203$114$135$169$182$115$119$115$116
Futures Price (M-3
4
)
Otahuhu ($/MWh)
$74$71$61$63$69$76$90$105$91$122$130$147$145
MARKET DYNAMICS
PRUDENT RISK MANAGEMENT GIVEN CHALLENGING CONDITIONS
0
100
200
300
400
500
600
700
GWh
LAKE TAUPO STORAGE
(since 1 Jul 1999)
Min / MaxAvgLake Taupo MCLFY2019
1
12
THREE-YEAR MARKET THESIS HAPPENING
ANTICIPATED MARKET OUTCOMES
>Supply and demand re-balanced
>Conditions for demand growth
>Increased spot price volatility
>Futures price increase
>Commercial and Industrial (C&I) upwards price pressure
>Retail churn reduction
>Upward pressure on retail price
✓
✓
✓
MARKET DYNAMICS
✓
?
Futures and recent C&I contracted prices
up $20+/MWh across FY2019 in line with
spot prices
Increase in spot prices represents a cost of
retailing and a contraction of retail margins
Retail competition remains fierce despite
this dynamic
Mercury expects aggressive acquisition
offers still prevalent in the market are out of
the money
}
?
✓
13
>Demand flat in FY2019 as an increase in industrial demand was offset by decreases in other sectors
>Industrial demand increase driven by Tiwai Point 4
th
potline restart
>Tiwai Point 4th potline restart increased Tiwai demand by 4.1%, lifting from 572MW average in Jul-18 to a peak of 617MW
average in Feb-19 (down to 595MW in Jun-19), which added 0.5% to national demand in FY2019
>Excluding Tiwai Point, industrial demand decreased by 1.8% as spot-exposed users demonstrated sensitivity to high prices
Source: TranspowerSCADA data, Mercury
1
Normalised for temperature
SectorGWhSector%Total %
Urban
1
-75-0.5%-0.2%
Rural
1
+861.3%0.2%
Dairy processing-32-0.5%-0.1%
Irrigation-65-4.9%-0.2%
Industrial+1551.7%0.4%
Other-51-7.0%-0.1%
Total+180.0%
FY2019 NORMALISED DEMAND GROWTH BY SECTOR
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
UrbanRuralDairyTiwaiIndustrial
(excluding
Tiwai)
Irrigation
GWh
DEMAND
FY2015FY2016FY2017
FY2018FY2019
11
SEASONAL FACTORS CONTRIBUTE TO LOWER DEMAND
MARKET DYNAMICS
14
$60
$70
$80
$90
$100
$110
$120
Jul-14
Jan-15
Jul-15
Jan-16
Jul-16
Jan-17
Jul-17
Jan-18
Jul-18
Jan-19
Jul-19
$/MWh
FUTURES PRICE
(2 year average price starting 3 quarters ahead)
Otahuhu
Benmore
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
FY19FY20FY21
$/MWh
30-Jun-1830-Sep-1831-Dec-1831-Mar-1930-Jun-19
OTAHUHU FUTURES PRICE
Source: ASX, Mercury
MARKET DYNAMICS
FUTURES LIFTING, CONSISTENT WITH MARKET THESIS
>Gas supply and thermal generation restrictions expected to persist over the medium-term impacting wholesale prices
0%
5%
10%
15%
20%
25%
Jul-17
Oct-17
Jan-18
Apr-18
Jul-18
Oct-18
Jan-19
Apr-19
Jul-19
Annual Churn
NATIONAL CHURN RATE
(12mth rolling)
All Retailers
Mercury Group
Mercury Brand
}
15
All switches
Trader switches
1
Source: Electricity Authority, EMI –Market share trends and switching breakdown
1
A trader switch is where a customer changes retailer without changing house
}
MARKET DYNAMICS
RETAIL COMPETITION UNAFFECTED BY HIGHER WHOLESALE PRICES
20% prompt
payment
discount
Get a $400
credit
Get a free
appliance
Get $200
power
on us
Half price
broadband for
12 months!
Save in your
first year.
Guaranteed.
EXAMPLES OF COMPETITOR OFFERS
MERCURY FOCUSED ON EXISTING CUSTOMERS AND VALUE
>Mercury is focused on value and fulfilling our customer
promises to reward loyalty, inspire and make it easy
>In line with this focus:
>Mercury has not increased residential headline pricing since
April 2018, despite steadily rising input costs
>Mercury is moving away from short-term deep discounted
acquisition pricing which doesn’t deliver value to existing
customers
>Proportion of Mercury brand customers acquired on discounted
rates decreased from 55% in Q4-FY2018 to 27% in Q4-FY2019
>We expect all acquisition offers by all retailers are out of
the money with this wholesale market outlook
>A strategic channel and partner review led to a mutual
agreement to exit the Fonterra Farm Source partnership
>~2,000 of our customer losses in July; will see more of these
customers moving over the coming months
16
MARKET DYNAMICS
-10,000
-8,000
-6,000
-4,000
-2,000
0
2,000
4,000
6,000
8,000
10,000
Switches
NATIONAL SWITCHING
Mercury Group
Mercury Brand
Prior 12mth Mercury Switches
Net Switches
0%
10%
20%
30%
Jul-17
Oct-17
Jan-18
Apr-18
Jul-18
Oct-18
Jan-19
Apr-19
Jul-19
Switches
Withdrawn
1
Source: Electricity Authority, EMI –Switching Breakdown
1
Switches which were initiated but not completed (inclusive of saves)
CONTINUOUS REVIEW OF CAPITAL ALLOCATION
326
89
211
81
270
215
-100
-50
0
50
100
150
200
250
300
350
Operating Cashflow
Stay-in-Business
Capex
Ordinary Dividends
Growth Capex /
Investments
Divestments
Debt Repayment
$m
USE OF FUNDS
IncreaseDecrease
>Mercury Net Debt/EBITDAF ratio at 1.9x
>1.9x after $272m Metrix divestment
>Consistent with low end of target band to retain flexibility and
growth aspirations
>Re-investment in core prioritisedwith continued hydro
refurbishment and technology upgrades
>Dividend policy is to pay 70-85% of free cash flow on
average through time enabling residual cash flow to be
applied to growth opportunities/debt repayment
>FY2019 represents the 11
th
year of ordinary dividend growth
>Tilt Renewables considering sale of Snowtown2 wind
farm which likely means little to no Tilt shareholder
capital contributions required in the medium-term
17
CAPITAL ALLOCATION
1
Negatively impacted by an increase in ASX
prudential requirements of $37m
1
PURSUING GROWTH
18
CAPITAL ALLOCATION
1
As at 16 August 2019
>Financial commitment in March 2019 of $256m to 119MW
Turitea wind farm
>Turitea complements Mercury’s existing baseload geothermal
and flexible hydro assets
>Ability to utilise flexibility of Waikato Hydro Scheme in the same
island to ‘firm’ intermittency of wind
>Transmission infrastructure enables further wind development at
Turitea and Puketoi
>Gas supply and thermal generation constraints and futures
prices indicate new generation capacity required
>Investment of $199m in Tilt Renewables as a vehicle to gain
exposure to Australia renewables transition
>Includes the initial investment (May 2018), a joint takeover offer
taking Infratilshareholding to >65% (August-December 2018),
and participating in the Dundonnell rights issue (February 2019)
>Fraser Whineray appointed to Tilt Renewables Board from
19 July 2019
>Investment now worth $247m
1
representing an ROI of 24%
505
~475
485
~15
~10
20
5
450
475
500
525
FY2019 Actual
Generation
Adjustment
Metrix Divestment
FY2019 Generation
Normalised
Opex
Growth
FY2020 Guidance
$m
INDICATIVE GUIDANCE BRIDGE
IncreaseDecrease
FY2020 GUIDANCE RE-BASED FOLLOWING METRIX DIVESTMENT
19
FY2020 GUIDANCE
19
>FY2020 EBITDAF guidance is $485m and assumes:
>Mean hydro and geothermal generation
1
>Operating expenditure reflecting increased activity with
multiple geothermal shuts and ongoing hydro refurbishment
>Growth through improving customer profitability, cost
transparency and trading performance
>FY2020 ordinary dividend guidance is up 2% to 15.8cps
>FY2020 stay-in-business capital expenditure guidance
is $105m
>Includes ongoing refurbishment at three hydro power
stations and drilling of two wells at Kawerau
>Guidance is subject to hydrological volatility, wholesale
market conditions and any material adverse events,
significant one-off expenses or other unforeseeable
circumstances
1
Mean total generation of ~6,620GWh (hydro ~4,020GWh
& geothermal ~2,600GWh)
20
Q&A
Q&A
100% renewable generation
>Two low-cost complementary fuel sources
in baseload geothermal and peaking
hydrowith same-island wind to be added
Superior asset location
>North Island generation located near major
load centres; rain-fed hydro catchment
inflows aligned with winter peak demand
Substantial peaking capacity
>The Waikato hydro system is the largest
group of peaking stations in the
NorthIsland
High performance teams
>Dynamic company culture built on the
understanding that our people, working
together and in alignment,set us apart
Track record of customer engagement
>Brand capital built through customer-led
innovation and rewarding loyalty
Long-term commercial partnerships
>With Maori landowners and other
key stakeholders
21
APPENDIX
MERCURY’S COMPETITIVE ADVANTAGE
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
GWh
FY2019 NET POSITION BREAKDOWN
Net Other CfDs
Network Losses
Commercial & Industrial
Major Industrial Customers
Mass Market
Hydro
Geothermal (Consolidated)
APPENDIX
22
>Mercury operates an integrated portfolio with electricity
sales to customers providing a natural price hedge to
generation
>Average net long position with movement year-on-year
due to hydrology, plant availability and values of sales
>Diversified sales portfolio including sales to Mass
Market, Commercial & Industrial customers and
derivatives
>Favouring increased spot exposure for value and risk
management in higher and more volatile price environment
>Significant volume tied to long-dated contracts with major
industrial customers (~790GWh p.a.)
>Turitea wind farm under development, due to start
operating late CY2020
>Annual generation of 470GWh
>Once commissioned, its variable wind generation will be
complemented by Mercury’s flexible hydro stations and
baseload geothermal
1
PORTFOLIO APPROACH TO RISK MANAGEMENT
1
Contract-For-Difference
STABLE CAPITAL STRUCTURE
APPENDIX
23
1
Adjusted for S&P treatment of Mercury’s Capital Bond
>BBB+ rating is key reference point for dividend policy and an efficient and sustainable capital structure
>S&P re-affirmed Mercury’s credit rating of BBB+/stable on 5 December 2018
>One-notch upgrade given majority Crown ownership
>Capital management continuously reviewed
>Targeting gearing at low end of Net Debt / EBITDAF between 2.0x and 3.0x (key ratio for stand-alone S&P credit rating ‘bbb’) to
provide debt headroom due to Government minimum equity ownership requirement
>Net Debt / EBITDAF 1.9xat 30 June 2019
1
30 June 201930 June 201830 June 201730 June 201630 June 2015
Net Debt ($m)
1,0961,2641,0381,0681,082
Gearing Ratio (%)
23.727.723.924.424.5
Net Debt / EBITDAF(x)
1
1.91.91.82.02.0
0
50
100
150
200
250
300
350
400
450
500
202020212022202320242025202620272050
$m
Financial Year (ending 30 June)
DEBT MATURITIES AS AT 20 AUGUST 2019
Commercial PaperDomestic Wholesale BondsUS Private PlacementUndrawn Bank FacilitiesUndrawn Rolling Bank FacilitiesMCY020 Bonds
24
>The average debt maturity profile for committed facilities was 7.1 years
2
at 20 August 2019
>Interest paid decreased by $24m in FY2019 with further reduction (circa $10m) expected in FY2020
>Mercury redeemed its MCY010 Bonds on 11 July 2019 and issued new MCY020 Bonds to mature July 2049
APPENDIX
DIVERSIFIED FUNDING PROFILE
1
Requires 18 months notice of termination from lender
2
Includes Commercial Paper on issue, all bank facilities, wholesale
bonds, US private placement and MCY020 Bonds to maturity
1
CONTRACTS FOR DIFFERENCE
26
Yearended
30June2019
Year ended
30 June2018
Net Contracts for Difference
(Sell)/BuyGWh
Sell -End User(1,352)(1,226)
Sell -VAS
1
(599)(650)
Sell -Inter-generator & ASX(1,683)(1,737)
Sell CFD(3,634)(3,613)
Buy CFD2,0101,504
Net CFD(1,624)(2,109)
Energy Margin contribution ($m)(106)(1)
1
VAS included on both buy and sell side CFDs
APPENDIX
NON-GAAP MEASURES: NET DEBT, EBITDAFAND FREE CASH FLOW
27
>Net Debt is reported in the full year financial statements and is a measure commonly used by investors. Net debt is
calculated as total borrowings (both current and non-current) less cash and cash equivalents.
>EBITDAF is defined as earnings before net interest expense, income tax, depreciation and amortisation, change in
fair value of financial instruments, impairments, and equity accounted earnings of associates and joint ventures.
>Free Cash Flow is Net Cash Flow from Operating Activities less normalisedstay-in-business capital expenditure.
APPENDIX
28
REFERENCE MATERIALS
MERCURY REFERENCES
Mercury Investor Centrehttps://www.mercury.co.nz/investors
Quarterly Operational Updateshttps://www.mercury.co.nz/investors/results-reports/operating-information
Investor Presentation –November 2018https://issuu.com/mercurynz/docs/mercury_investor_roadshow_presentat?e=25554184/65954670
Governance Presentation–December 2018https://issuu.com/mercurynz/docs/mercury_governance_roadshow_present?e=25554184/66170875
PUBLICATIONS
Mercury –Electricity Price Review Submissionhttps://www.mercury.co.nz/news/electricity-price-review-executive-summary
Productivity Commission –Low-emissions Economy Report
https://www.productivity.govt.nz/assets/Documents/4e01d69a83/Productivity-Commission_Low-emissions-
economy_Final-Report.pdf
Interim Climate Change Committee –Accelerated Electrificationhttps://www.iccc.mfe.govt.nz/assets/PDF_Library/daed426432/FINAL-ICCC-Electricity-report.pdf
Transpower –Transmission Tomorrow –Our Strategyhttps://www.transpower.co.nz/sites/default/files/publications/resources/TTourstrategy2018.pdf
MBIE –Electricity Demand and Generation Scenarios
https://www.mbie.govt.nz/building-and-energy/energy-and-natural-resources/energy-statistics-and-
modelling/energy-modelling/electricity-demand-and-generation-scenarios/
NZ Initiative –Switched On
https://nzinitiative.org.nz/reports-and-media/reports/switched-on-achieving-a-green-affordable-and-reliable-
energy-future/
APPENDIX
FOR FURTHER INFORMATION >> TIM THOMPSON | HEAD OF TREASURY & INVESTOR RELATIONS T. 0275 173 470 E. INVESTOR@MERCURY.CO.NZ
---
ENERGY FREEDOM.
2019 ANNUAL REPORT // MERCURY NZ LIMITED
ENERGY FREEDOM.
2019 ANNUAL REPORT // MERCURY NZ LIMITED
Energy Freedom for all New Zealanders is our
mission. It’s about New Zealand being stronger
economically and more sustainable through
better use of homegrown, renewable energy.
OUR MISSION:
ENERGY
FREEDOM.
Tilt Renewables’ Tararua Wind Farm
2 // 3
Tilt Renewables’ Tararua Wind Farm
OUR ANNUAL REPORT 2019
STATEMENT FROM THE DIRECTORS
The directors are pleased to present Mercury NZ Limited’s Annual
Report and Financial Statements for the year ended 30 June 2019.
The Auditor-General is required to be the company’s auditor, and has
appointed Lloyd Bunyan of Ernst & Young to undertake the audit
on his behalf. The directors are not aware of any circumstances since
the end of the year that have significantly affected or may significantly
affect the operations of the company. This Annual Report is dated
20 August 2019 and is signed on behalf of the Board by:
02 OUR MISSION
04HOW WE DID THIS YEAR
06WHO WE ARE
08HOW WE CREATE VALUE
10CHAIR'S UPDATE
16CHIEF EXECUTIVE'S UPDATE
22WHAT MAT T ER S M OS T
24- OUR FIVE PILLARS
26- OUR STRATEGIC GOALS
28OUR STORIES
30- CUSTOMER
34- PARTNERSHIPS
38- KAITIAKITANGA + OUR CARBON PROFILE
46- PEOPLE
50- COMMERCIAL
54OUR FINANCIALS
56- FINANCIAL COMMENTARY
60 - FINANCIAL TRACK RECORD
61 - INDEPENDENT AUDITOR’S REPORT
64 - FINANCIAL STATEMENTS
94YOUR DIRECTORS
95YOUR EXECUTIVE TEAM
96INTEGRATED REPORTING
98SUSTAINABILITY INDICES
102 GOVERNANCE AT MERCURY
110 - REMUNERATION REPORT
116 - DISCLOSURES
124 INFORMATION FOR SHAREHOLDERS
125 DIRECTORY
HOW WE DID
THIS YEAR.
OPERATING EXPENDITURE
FLAT FOR THE 6TH STRAIGHT YEAR
ON A LIKE-FOR-LIKE BASIS
$199M
OPERATING EARNINGS (EBITDAF)
REFLECTING LOWER HYDRO
GENERATION AND LOWER METRIX
EARNINGS DUE TO SALE
FY2018 $566M
$505M
p
RECORD PROFIT (NPAT)
REFLECTING GAIN ON SALE OF METRIX
AND LOWER INTEREST COSTS
FY2018 $234M
$357M
o
TOTAL FULLY-IMPUTED
ORDINARY DIVIDEND
FY2018 15.1 CPS
15.5CPS
o
JOAN WITHERS // CHAIRKEITH SMITH // DIRECTOR
4 // 5
TURITEA WIND FARM
INVESTMENT COMMITMENT
$256M
PROCEEDS FROM THE
SALE OF METRIX
$272M
MERCURY BRAND CUSTOMERS
SWITCHING RETAILER WITHOUT
MOVING HOUSE
F Y2018 6.4%
7. 4%
MERCURY CUSTOMERS
RATING AS ‘HIGHLY SATISFIED’:
12 MONTH ROLLING AVERAGE
FY2018 62%
64%
HIGH SEVERITY
HEALTH AND SAFETY
INCIDENTS
ZERO
TOTAL GENERATION
F Y 2018 7,70 4 GWh
6,902GWh
OUR ANNUAL REPORT 2019
WHO
WE ARE.
OUR PURPOSE IS TO
INSPIRE NEW ZEALANDERS
TO ENJOY ENERGY IN MORE
WONDERFUL WAYS.
R&D CENTREWIND FARM
HYDRO S TATIONS
GEOTHERMAL STATIONS
+ Not 100% owned by Mercury.(under construction)
KARĀPIRO
ARAPUNI
WAIPĀPA
MARAETAI
I AND II
WHAKAMARU
MŌKAI
+
ŌHAKURI
ĀTIAMURI
KAWERAU
ARATIATIA
NGĀTAMARIKI
NGĀ AWA
PŪRUA
+
LAKE TAUPŌ
ROTOKAWA
AUCKLAND
TURITEA
SOLAR
6 // 7
775
PERMANENT
EMPLOYEES
315 females
460 males
482 in Auckland
107 in Hamilton
25 in Ta u p ō
60 in Rotorua
101 in rest of New Zealand
WHO
WE ARE.
2019
MARKET SHARE
14% physical sales
17% generation
88
EVs IN OUR FLEET
74% of our fleet is electric
3,615 solar customers
825 customers on EV package
44%
DECREASE
in the carbon intensity
of our electricity generated
since FY2015
14
POWER STATIONS*
4,006GWh of hydro generation
2,896GWh of geothermal
generation
373K
CUSTOMERS
325,565 residential
44,527 commercial
2,182 industrial
561 spot
* Two are partnerships with Māori land trusts
16
PARTNERSHIPS
2 geothermal joint ventures
4 formal iwi partnerships*
10 community and
commercial partnerships
OUR ANNUAL REPORT 2019
HOW WE CREATE VALUE.
+
PORTFOLIO
MANAGEMENT
+
HIGH
PERFORMANCE
TEAMS
+
INNOVATION AND
THOUGHT LEADERSHIP
FOR NEW ZEALAND
ENERGY
CUSTOMER
Those who choose us.
INPUTS
VALUE
CREATION
OUTCOMES
PARTNERSHIPS
Relationships with individuals,
groups, institutions and
businesses important to us.
PARTNERSHIPS
Key relationships built on mutual
understanding and support,
leading to both social and
economic benefits.
CUSTOMER
Highly satisfied and loyal customers.
8 // 9
+
RELATIONSHIP
MANAGEMENT
+
HEALTH AND SAFETY
MANAGEMENT
+
CAPITAL
MANAGEMENT
FREEDOM
KAITIAKITANGA
The natural resources and assets we
need to run our business.
PEOPLE
A motivated, capable and
inclusive workforce.
COMMERCIAL
The capital we have, the investments
made in our business and the
dynamic market we operate in.
KAITIAKITANGA
Natural resources available through
sustainable management.
Assets fit for now and the future to
support New Zealand's energy needs.
PEOPLE
A place to work where our people
are engaged, safe and well and have
the capability to meet our current
and future needs.
COMMERCIAL
Sustainable and growing returns to
our owners.
OUR ANNUAL REPORT 2019
It is my pleasure to report to you, our owners,
on Mercury’s results for the financial year ended
30 June 2019 (FY2019).
This is my final Annual Report as Chair.
As signalled at our 2016 Annual Shareholders'
Meeting, and again last year, I have chosen to
step down from the Board after a decade in this
role. It has been an honour to serve you, and to
represent Mercury’s interests over this time.
As this report outlines, and as reflected in
our returns to shareholders, Mercury is in a
strong position. Our underlying performance,
our achievements in managing unfavourable
hydrology during the financial year and the
bold and carefully considered moves we have
executed are all indicators that the company is
in good heart and positioned well for growth in
a dynamic market.
STRONG
MOMENTUM.
JOAN WITHERS // CHAIR
Chair’s Update.
10 // 11
THIS IS MY FINAL ANNUAL
REPORT AS CHAIR... IT HAS
BEEN AN HONOUR TO SERVE
YOU, AND TO REPRESENT
MERCURY’S INTERESTS.
OUR ANNUAL REPORT 2019
OUR RETURNS:
FINAL ORDINARY DIVIDEND
9.3 CENTS PER SHARE,
FULLY IMPUTED
FULL YEAR ORDINARY
DIVIDEND 15.5 CENTS PER
SHARE (FY2018 15.1 CPS)
FINAL DIVIDEND TO BE PAID
30 SEPTEMBER 2019
Total shareholder returns (TSR) of 42.5% included
significant share price appreciation, which valued the
company at $6.3 billion at financial year end, compared
with $4.6 billion at the same time last year.
Our FY2019 dividend of 15.5 cents per share (cps),
fully imputed, makes this the 11th year of ordinary
dividend growth.
The momentum we are enjoying, assisted by the market’s
bias to sustainable yield, is supported by the clarity of our
strategy and Mercury’s track record of executing well on
what we say we will do. That position informs guidance for
a continuation of the trend through FY2020, and beyond.
What Mercury commits to and what we execute on
is guided by what we agree, as a Board and executive
leadership, is most important to the balanced interests
of all our stakeholders.
This integrated perspective is outlined within this report.
Fundamental to the Board’s assessment of priorities is
understanding risk and opportunity and determining
how best we can add value across the pillars of our
business: customer, partnerships, kaitiakitanga, people
and commercial.
Management and your Board have agreed three-year
targets across the pillars of our business. These are linked
to key performance indicators to measure our success
and progress. They connect to our overarching mission
and purpose and they will guide Mercury towards our
10-year goals.
This structure is outlined on pages 26-27 of this report.
Your Board regularly considers whether our composition
is fit for purpose and as Chair, my responsibility has been
to ensure that the skills and experience that sit around the
table are brought to bear in exercising our responsibilities.
Our ongoing focus has been to ensure we have true
diversity of thought around the Board table. We include our
Board skill matrix and state our goals in that area in this
report’s Governance section on pages 104-106.
In relation to individual director remuneration, again there
will be no recommendation for any increases taken to our
Annual Shareholders’ Meeting this year, as we have been
informed by the Government, as 51% shareholder, that
Shareholding Ministers would not support any increases
during this term of Parliament.
Succession planning has been an ongoing focus during
my tenure so I am delighted with the confirmation that
Prue Flacks will replace me as Chair at this year’s Annual
Shareholders’ Meeting. Prue has been on the Mercury
Board since 2010 and has been an outstanding contributor.
She chaired the Due Diligence Committee at the time of
our Initial Public Offering (IPO) in 2013 and has in recent
years chaired the People and Performance Committee.
Her previous professional experience as a leading
commercial lawyer has been invaluable to the company.
With the support of existing Board members, who all have
significant governance experience, I am confident that the
future of Mercury is in good hands.
We have our regular independently-facilitated Board
performance review underway currently and will receive
the results of that early in the new financial year.
OUR FY2019 DIVIDEND OF 15.5 CENTS
PER SHARE MAKES THIS THE 11TH YEAR
OF ORDINARY DIVIDEND GROWTH.
12 // 13CHAIR’S UPDATE
42.5%
TOTAL SHAREHOLDER
RETURN (TSR)
ACROSS FY2019
$211M
TOTAL ORDINARY
DIVIDENDS
DECLARED TO
SHAREHOLDERS
...I AM CONFIDENT
THE FUTURE OF
MERCURY IS IN
GOOD HANDS.
OUR ANNUAL REPORT 2019
My leaving the Board also provides an opportunity to
introduce new skills and ideas, which I believe is imperative
for a company’s sustainability and success. We expect
to announce the appointment of a new director early
in FY2020.
In terms of capital management, we concluded a
successful placement for $300 million of subordinated
capital bonds, allocated to New Zealand retail and
institutional investors. The interest rate was struck at 3.60%
per annum, with bonds issued on 11 July 2019. This has
enabled Mercury to redeem our existing subordinated
capital bonds.
The Board considers carefully the capital structure of
the company and works hard to balance appropriately
our requirements for 'stay-in-business' and maintenance
capital, investing in value-enhancing growth opportunities
and ensuring surplus capital is returned to
shareholders effectively.
Our capital management initiatives support Mercury’s
investment-grade credit rating (BBB+), which was
reaffirmed by Standard & Poor's (S&P) Global Ratings in
December 2018. Mercury’s strategy of pursuing growth
opportunities is important for securing our ultra-long-term
success and also for New Zealand.
As a board, we understand there is an alternative option
to focus predominantly on yield but we believe, on behalf
of our owners, that the appropriate strategy for Mercury
at this time is to be an active part of New Zealand’s need
for increased renewable energy output and continue to
reinvest in plant and systems across our entire business.
This will support a growing economy overall, while helping
to meet the imperative of reducing carbon emissions and
supporting New Zealand’s energy security.
A considered approach to growth through renewable
energy generation will also strengthen Mercury’s ability
to enhance the value of your capital into the future.
With that focus, it has been a big year again for Mercury.
Through the period, we advanced our relationship with
Tilt Renewables Ltd (NZX:TLT), and Fraser Whineray has
been appointed a director of Tilt Renewables’ board.
That followed our purchase of a 19.99% shareholding
in Tilt Renewables announced in May 2018.
During FY2019, Mercury partnered with Tilt Renewables’
majority owner, Infratil Ltd (NZX:IFT) for an offer to take
over the remaining shares in Tilt Renewables. While
acceptances fell short of allowing a full takeover, we have
benefited from strength in Tilt Renewables’ share price
and our share of its own renewable energy growth path.
The value of our stake at 30 June 2019 was 18% above our
total investment.
Mercury concluded the sale of the Metrix smart-metering
business at the beginning of March 2019 for a cash
consideration of $272 million. After previously exploring
smart-metering opportunities in Australia, the decision to
sell Metrix released capital and resources for other growth
opportunities and helped simplify the company's business.
Mercury confirmed a $75 million investment in securing
and enhancing the operating future of the Karāpiro hydro
station. This is part of our multi-year programme of work
demonstrating guardianship of New Zealand’s Waikato
hydro system.
MERCURY’S STRATEGY
OF PURSUING GROWTH
OPPORTUNITIES IS IMPORTANT
FOR SECURING OUR ULTRA-
LONG-TERM SUCCESS AND
ALSO FOR NEW ZEALAND.
GUIDANCE:
FORECAST FY2020
GENERATION 6,620GWh
FY2020 ORDINARY DIVIDEND
15.8 CENTS PER SHARE
(INCREASE OF 2%)
FY2020 STAY-IN-BUSINESS
CAPITAL EXPENDITURE
$105 MILLION
^ Based on catchment inflows and generation at 20 August 2019
14 // 15CHAIR’S UPDATE
YOUR BOARD ALSO APPROVED THE DECISION
TO CONSTRUCT OUR FIRST WIND FARM, AT
TURITEA NEAR PALMERSTON NORTH, WITH A
COST ESTIMATE OF $256 MILLION. THE DECISION
TO PROCEED AT TURITEA WAS MORE THAN A
DECADE IN THE MAKING.
Your Board also approved the decision to construct our first
wind farm, at Turitea near Palmerston North, with a cost
estimate of $256 million. The decision to proceed at Turitea
was more than a decade in the making.
The resource consents for Turitea were granted in 2011 and
we have involved landowners and other stakeholders in
regular meetings since then. Our objective is to build strong
and enduring relationships as we deploy resources to create
a new renewable generation asset to add to our existing
portfolio of geothermal, solar and hydro.
We tell some of the Turitea story through the partnership
lens later in this report (pp 34-37).
Reflecting once more that this is my last Annual Report
Update as Chair, I acknowledge the wonderful support and
contribution of all my Board colleagues throughout
my tenure.
To you, our owners, I have appreciated your support as well.
I look forward to connecting with those who can make it in
person to our Annual Shareholders’ Meeting which will be
held on 27 September. This year it will be held at Eden Park,
in Auckland.
I sincerely thank Mercury’s Chief Executive Fraser Whineray.
The relationship between a Chair and Chief Executive
is a critical one and I am personally delighted that I am
leaving the company in great hands at both executive and
governance level. It has been a privilege to work with Fraser
and his executive and leadership group, and I thank all of
Mercury’s dedicated people for executing so well on
our strategy.
Finally, I gratefully acknowledge the customers, partners
and other stakeholders who continue as strong advocates
for Mercury, as I will be, into the future.
CURIOUS ABOUT
WIND ENERGY?
Please visit www.mercury.co.nz/wind
JOAN WITHERS // CHAIR
OUR ANNUAL REPORT 2019
PERFORMANCE
ACROSS OUR CORE
BUSINESS PROVIDES
THE FOUNDATION
FOR US TO PURSUE
GROWTH.
16 // 17
WORKING
FOR
GROWTH.
FRASER WHINERAY // CHIEF EXECUTIVE
Chief Executive’s Update.
In last year’s Annual Report I noted “It rained
– a lot.” In contrast, this year the Waikato
catchment received extremely low (second
percentile) inflows from September 2018 to
late May 2019. This sustained dry sequence
coincided with a serious strain on the country’s
thermal generation, record annual spot prices,
and very poor liquidity in New Zealand’s over-
the-counter and electricity futures markets.
Despite these challenging conditions, Mercury
delivered a strong performance. In these
circumstances, this year was even more
satisfying than our record result for FY2018.
Performance across our core business provides
the foundation for us to pursue growth.
Long-term sustainable growth is essential
to support our now 11-year track record of
increasing ordinary dividends to our owners,
and to provide enduring opportunities for our
people, customers and partners.
OUR ANNUAL REPORT 2019
POWER FOR CHANGE
Consumers have power in their hands. The choice,
technology and service available to meet their stationary
and mobile energy needs continues to expand. That the
consumer will benefit from this competition is a given, and
we welcome the challenge to continuously improve our
performance against our goal of becoming New Zealand’s
leading energy brand.
Mercury anticipates long-term demand growth as
renewable electricity’s value is increasingly unlocked
through technology in applications such as transport, and
as consumers embrace cheaper, locally produced and low-
carbon products.
We will continue to explore inspiring ways to encourage the
transition to electrified transport for the long-term benefit
of the country as well as our owners.
Our Mercury Drive 'EV-by-subscription' initiative and
our e.bike and e.scooter promotions are examples of
contributing to this momentum.
Our customers continue to have a strong affinity with
our brand. Sixty-four percent reflect high levels of
satisfaction (62% FY2018). For FY2020, our attention
will continue to be on inspiring, rewarding and making
things easy for our customers: growing deeper customer
relationships that deliver long-term value, rather than
chasing growth in customer numbers at any cost,
particularly given wholesale market dynamics.
A major investment in IT infrastructure, SAP Commerce
Cloud, was implemented this year to make it easier for our
customers to interact with us digitally. The roll-out of this
platform across our customer base will continue through
210,000
ELECTRIC
CARS CAN BE
POWERED BY
THE ENERGY
PRODUCED AT
OUR TURITEA
WIND FARM.
FY2020. This has already improved the experience of
customers’ online engagement through My Account.
Our IT infrastructure will allow new product configurations
and price options to be chosen online by customers, giving
them an easier, more streamlined experience and reducing
the time to serve and set up new business.
WORKING BETTER TOGETHER
Building High Performance Teams continues to be a
focus. This financial year, our people in Auckland moved
from three separate premises into one office location in
Newmarket. This investment means that Mercury remains
competitive for retaining, developing and attracting people,
and having them work together in High Performance
Teams. We have also reworked our office space at the
Maraetai hydro power station, to facilitate greater teamwork,
with very pleasing results.
A new and detailed employee survey this year has provided
a new employee engagement baseline of 66%. We will
report against this measure in future years.
MERCURY’S INTERACTIVE
BRAND SHOWCASE AT OUR
OFFICES IN NEWMARKET,
AUCKLAND, HIGHLIGHTS
‘ENERGY MADE WONDERFUL’.
OPEN TO THE PUBLIC, YOU’RE
WELCOME TO COME CHECK IT
OUT IF YOU’RE IN AUCKLAND.
18 // 19CHIEF EXECUTIVE’S UPDATE
GENERATION
Making the most of the challenging hand dealt by
Waikato catchment inflows and elevated spot pricing
required a very strong performance from our generation
and wholesale markets teams in FY2019. Mercury’s people
optimised for the weather and market conditions, and our
teams in geothermal (the only renewable energy source
that is not weather dependent) worked well to maintain
high geothermal availability of 98% under these
dynamic conditions.
In the decade to 2015, renewable geothermal generation
growth from New Zealand’s electricity sector, including
Mercury, underpinned what is perhaps the country’s
greatest green-economic transition of the century
to date. Renewable geothermal electricity generation is
now the second largest contributor to New Zealand’s total
electricity generation.
For Mercury directly, and through our valued long-term
partnerships with Māori land trusts, our renewable
geothermal output continues to be a source of wonderful
energy. Our geothermal output was 2,896GWh in FY2019
compared with 2,757GWh in FY2018.
Mercury’s ongoing maintenance and efficiency programme
across geothermal stations (more than $200 million
over the next five years), alongside the huge, long-run
reinvestment programme for the Waikato hydro system, is
a direct illustration of how we apply our understanding of
kaitiakitanga over assets that are essential for New Zealand
and New Zealanders.
FANS OF WIND
This year we committed to the construction of
a new wind farm at Turitea, east of Palmerston North.
This significant investment, together with our shareholding
in Tilt Renewables, means Mercury is the only
New Zealand energy company with the 'awesome
foursome' of renewable energy in our portfolio (wind,
geothermal, solar and hydro).
The Turitea investment has been very patiently pursued
since Mercury won the rights from Palmerston North City
Council in 2005, followed by consenting in 2011. Again,
long timeframes and substantial investment of capital and
highly skilled people are required to develop, maintain and
ultimately execute wind development.
The potential for new wind generation to be the major
contributor to growth of New Zealand’s renewable energy
assets has been highlighted by the International Energy
Agency, the Productivity Commission and the Interim
Climate Change Committee.
We are well positioned to grow our wind portfolio through
the multiple wind consents we hold in the Manawatu, as
well as through our shareholding in Tilt Renewables, which
has signalled its own wind energy development and re-
powering activity in New Zealand.
...MERCURY IS THE ONLY
NEW ZEALAND ENERGY
COMPANY WITH THE
'AWESOME FOURSOME' OF
RENEWABLE ENERGY...
5,000 RIDES
ON MERCURY E.BIKES
250,324KM
DRIVEN BY MERCURY
DRIVE CUSTOMERS
GEOTHERMALSOLARWINDHYDRO
OUR ANNUAL REPORT 2019
1. New Zealand Productivity Commission (2018).
Low-emissions economy: Final report.
Available from www.productivity.govt.nz/low-emissions
2. Accelerated Electrification p.51, Interim Climate Change
Committee (2019) www.iccc.mfe.govt.nz
The New Zealand Productivity Commission's report, 'Low
Emissions Economy'
1
, reviewed scenarios that forecast
New Zealand's electricity demand increasing from the
current 40TWh to 60TWh per annum by 2050. That's an
expansion equivalent to over 40 Turitea (northern zone)
wind farms over 30 years.
Furthermore, thermal plant
that does not provide specific capacity peaking or energy
firming capability will struggle to find a business case
for refurbishment and likely retire within this timeframe,
requiring additional renewable development in its place.
2
OUR RENEWABLE
ADVANTAGE AS A NATION
The way New Zealanders talk about our renewable
advantage has changed. There is much wider
understanding that our country's electricity system is
world-leading on the three essential measures of reliability,
sustainability and affordability.
This is important because if we are to continue to make
investments like Turitea, estimated at $256 million, with
payback periods spanning more than eight election cycles,
our investors, which include all New Zealanders, need to
have confidence that the rules supporting that investment
will have a high degree of predictability. As long as politics
continues to be strongly influenced by polling, which cannot
fully capture long-term infrastructure considerations, this
represents a risk.
To offset this risk, a strong retail performance is essential.
It is why the benefits of electric vehicles (EVs), such as fuel
at the equivalent of 30 cents per litre, must be promoted
at every opportunity. It is why national energy freedom
from high-carbon, high-price fuel imports must be
advanced. And it is why governments need to avoid the
political temptation to respond to narrow agendas that
have dangerously weakened functioning and progressive
electricity markets in Australia and the United Kingdom.
This industry has plenty to do to improve, including
avoiding narrow and/or short-term agendas itself. Shared
areas for focus are: efficiency and productivity; safety and
sustainability; and understanding and meeting customer
needs. It needs to get on with these things and constantly
demonstrate and communicate that progression.
FY2020 ACTIVITIES:
ADVANCE CONSTRUCTION OF THE
TURITEA WIND FARM
CUSTOMER FOCUS ON VALUE AS WE
MANAGE OUR POSITIONS IN ELEVATED
AND VOLATILE WHOLESALE MARKETS
COMPLETE THE HYDRO
REFURBISHMENTS AT WHAKAMARU
AND ARATIATIA AND ADVANCE THE
KARĀPIRO REFURBISHMENT
COMPLETE DETAILED WORKFORCE
PLANNING AS WE MOVE FURTHER
INTO THE DIGITAL AGE
20 // 21CHIEF EXECUTIVE’S UPDATE
Q2
Q4
Q1
Q3
QUARTER-
BY-QUARTER
ACTIVITIES.
• Mercury Drive (EV subscription service) pilot launched –
and heavily over-subscribed
• New Zealand’s first grid-scale battery storage facility
launched at our R&D Centre
• 5 gold stars from Canstar Blue, plus top spot in their
natural gas customer satisfaction rating
• Sale of Metrix smart-metering business for
$272m announced
• Kawerau station celebrated 10 years of generating
renewable geothermal energy – and smashed their
records for production in October
• Gifted solar panels and an energy storage battery to
Ngāi Tahu Tourism's National Kiwi Hatchery Aotearoa
• $75m reinvestment in Karāpiro power station announced
(completion FY2024)
• Construction of $256m Turitea wind farm announced
(completion FY2021)
• Auckland teams move into a single location at
33 Broadway, Newmarket
• Rated by the Carbon Disclosure Project among NZ’s top
10 companies for reducing our environmental impact
• Partnered with the University of Auckland’s Faculty of
Engineering to support them in increasing first-year
female undergraduate enrolments to at least
33% by 2020
• Awarded Employer of the Year, Newmarket Business
Awards 2019
• Innovations to our online platform to make it easier for
customers to join us and stay with us on moving house
• Congratulated 11 more Mercury graduates of the NZQA-
accredited New Zealand Certificate in Contact Centres
• Partnered with the Electricity Retailers’ Association of
New Zealand on the EnergyMate initiative, a free in-home
energy coaching service to help families at highest risk of
energy hardship
• Offer of $300m subordinated capital bonds
ACKNOWLEDGING OUR CHAIR
As has been announced, this Annual Report is the last
with Joan Withers as Chair of our Board after a decade
in the role. On behalf of our people and our partners,
I acknowledge Joan’s very significant contribution to all
that Mercury is today.
With Joan as Chair, Mercury has advanced our growth
in renewable energy. Joan presided over the listing of
Mighty River Power on the New Zealand and Australian
Stock Exchanges in 2013 and was a great support through
the consolidation of the Mighty River Power and Mercury
Energy brands under the refreshed Mercury banner in 2016.
The establishment of our strong platform and clear
strategy for growth is part of the legacy Joan will leave us.
Joan will hand over the Chair’s responsibilities to Prue
Flacks at the conclusion of our Annual Shareholders’
Meeting on 27 September. I look forward to working
with Prue to further advance Mercury on our mission.
LAST SHOUT-OUT
On behalf of Mercury’s executive, I acknowledge the mahi
nui (strong work) of our people, the pono (loyalty) of our
customers, and the mana of our owners and our partners.
We will continue to work in your collective interests to
deliver long-term sustainable value. I thank you again for
being part of our story.
Together we are Mercury.
Energy made Wonderful.
Ngā mihi nui ki a koutou katoa.
FRASER WHINERAY // CHIEF EXECUTIVE
OUR ANNUAL REPORT 2019
WHAT
MATTERS
MOST.
22 // 23
WHAT
MATTERS
MOST.
OUR ANNUAL REPORT 2019OUR ANNUAL REPORT 2019
OUR FIVE PILLARS.
CUSTOMER
PARTNERSHIPS
KAITIAKITANGAPEOPLE
COMMERCIAL
24 // 25WHAT MATTERS MOST
2017
Incorporated more input from our
stakeholders into our view of what
matters most.
OVER THE PAST FOUR YEARS, WE HAVE...
Since 2015 we've been building the understanding across Mercury of how we create long-term
value. Integrated thinking enables better decision-making throughout our business and aligns
effort to improve our performance.
2016
Identified the key drivers of material
value creation (our pillars).
2018
Aligned how we measure the success
of Mercury and company-wide
planning with our pillars.
These strategic goals enable a co-ordinated
and integrated programme of activity
that acknowledges and is influenced by
the expectations of our key stakeholders.
It provides a common framework for
planning across the business.
KEY FEATURES OF
OUR PLAN ARE:
Long-term success – we have set out what
our view of success is for each of our pillars
in 2030, reflecting and communicating our
strategic intent.
Our plan maps the creation of value over the
short, medium and long term across each
of our pillars.
Mid-term goals – we have created three-year
goals to the end of FY2022. These are the
way-points that will help us assess how
we are tracking towards achieving our
long-term success.
2019
Taken the next step in our integrated
thinking by creating a plan that aligns our
operational activity with our strategic intent.
OUR ANNUAL REPORT 2019
OUR STRATEGIC GOALS.
CUSTOMERPARTNERSHIPSKAITIAKITANGAPEOPLECOMMERCIAL
LONG-TERM SUCCESS
BY 2030 WE WILL BE:
New Zealand’s leading energy brand.Recognised as a leader within
our industry, with our industry
recognised as a positive contributor
to New Zealand, and with Mercury’s
access to fuel enduring and
enhanced.
Recognised as a leader in the
ultra-long-term management of
both physical and natural assets.
A Zero Harm organisation that
has enabled our people to adapt
to the changing nature of work
to deliver the highest levels of
performance and productivity.
Leading our sector in terms
of financial performance and
shareholder returns, earning at
least our cost of capital.
MID-TERM GOALS
WE’RE ON TRACK
BY FY2022 IF:
We are inspiring, rewarding and
making it easy for customers in
our target segments.
There is bipartisan national, regional
and community support for positive
contributions from the renewable
electricity industry.
Existing relationships are maintained
and strengthened, and new
relationships are created, consistent
with our purpose and strategy.
We understand and are managing
the long-term sustainability of the
natural resources and assets that
we rely on.
We have enabled our people to
understand and respond to the
changing nature of work in order
to deliver the highest levels of
productivity and performance and are
viewed as an attractive place to work.
We are a Zero Harm organisation that
continues to focus on the physical
and mental wellbeing of all the people
who are important to our business.
We deliver EBITDAF growth and
maintain an appropriate average
for stay-in-business CAPEX
investment, while operating within
agreed risk parameters.
OUR FOCUS AREAS:
Brand
Loyalty
Experience
Industry & Research
Iwi
Government
Natural Resources
Climate Change
Assets
High Performance Teams
Safety & Wellbeing
Capability & Development
Operational Excellence
Generation Development
Sustainable Growth
26 // 27WHAT MATTERS MOST
CUSTOMERPARTNERSHIPSKAITIAKITANGAPEOPLECOMMERCIAL
LONG-TERM SUCCESS
BY 2030 WE WILL BE:
New Zealand’s leading energy brand.Recognised as a leader within
our industry, with our industry
recognised as a positive contributor
to New Zealand, and with Mercury’s
access to fuel enduring and
enhanced.
Recognised as a leader in the
ultra-long-term management of
both physical and natural assets.
A Zero Harm organisation that
has enabled our people to adapt
to the changing nature of work
to deliver the highest levels of
performance and productivity.
Leading our sector in terms
of financial performance and
shareholder returns, earning at
least our cost of capital.
MID-TERM GOALS
WE’RE ON TRACK
BY FY2022 IF:
We are inspiring, rewarding and
making it easy for customers in
our target segments.
There is bipartisan national, regional
and community support for positive
contributions from the renewable
electricity industry.
Existing relationships are maintained
and strengthened, and new
relationships are created, consistent
with our purpose and strategy.
We understand and are managing
the long-term sustainability of the
natural resources and assets that
we rely on.
We have enabled our people to
understand and respond to the
changing nature of work in order
to deliver the highest levels of
productivity and performance and are
viewed as an attractive place to work.
We are a Zero Harm organisation that
continues to focus on the physical
and mental wellbeing of all the people
who are important to our business.
We deliver EBITDAF growth and
maintain an appropriate average
for stay-in-business CAPEX
investment, while operating within
agreed risk parameters.
OUR FOCUS AREAS:
Brand
Loyalty
Experience
Industry & Research
Iwi
Government
Natural Resources
Climate Change
Assets
High Performance Teams
Safety & Wellbeing
Capability & Development
Operational Excellence
Generation Development
Sustainable Growth
OUR ANNUAL REPORT 2019
OUR
STORIES.
Tilt Renewables’ Tararua Wind Farm
28 // 29
OUR ANNUAL REPORT 2019
01. CUSTOMER
CONVERTING
HUMAN
ENERGY INTO
WONDERFUL
ENERGY.
Bex Rose knows wonderful. In 2017, the Deputy
Principal of Brookby School was awarded the
title of
Auckland's favourite teacher. Bex was
nominated by her pupil Miles Wilson, who doesn’t
like skipping school anymore because he’d miss
her too much.
The love is reciprocated with Bex saying: “The kids,
first and foremost, inspire me. They just bring light
to your life and keep you young and on your feet.”
As well as being a teacher, Bex has been a Mercury
customer for 15 years. During this time, she’s gone
from being a student, to young professional, to a
home-owner, wife and mother.
30 // 31
MERCURY
ON THE GO.
The freedom to manage your energy
is in your hands.
Download the Mercury Go app to
view your account balance, pay your
account, earn rewards, and enter
step challenges to keep active.
To download the app, visit the App
Store or Google Play.
I’M ALREADY QUITE
ACTIVE, SO IT’S NICE TO
EARN REWARDS AND GET
A COUPLE OF DOLLARS
HERE AND THERE FOR THE
POWER BILL.
OUR ANNUAL REPORT 2019
Bex has always been active and she’s always been open
to trying new things. It’s not surprising then that Bex was
one of the first to download and use our new mobile app,
Mercury Go.
Through the app, customers can track their daily usage and
pay their account. They can also earn rewards (including
Mercury Dollars) by completing fun challenges. Customers
can then use their Mercury Dollars to get money off their
bill or redeem them for Airpoints Dollars™.
There are currently three ways customers can earn Mercury
Dollars or win prizes through the app: by loading a profile
pic, completing step challenges, and getting friends to join
Mercury. And there’ll be more ways to earn coming soon.
“The app is great for seeing how much your next bill will be,
and for viewing your balance,” Bex said.
“And having the rewards is definitely an incentive to keep
active. I like the short, sharp bursts: a two-day challenge is
manageable for a lot of people to get that done and then
getting the incentive at the end makes it cool.
I LOVE THE
FREE POWER
DAYS; THEY'RE
AWESOME.
MERCURY BRAND CUSTOMERS
SWITCHING RETAILER WITHOUT
MOVING HOUSE
64%
CUSTOMERS
'HIGHLY SATISFIED'
4.4%
2017
6.4%
2018
7. 4 %
2019
32 // 33OUR PILLAR STORIES // CUSTOMER
1.2M
NUMBER OF APP
LAUNCHES
15,226
NUMBER OF MERCURY
DOLLARS REDEEMED FOR
AIRPOINTS DOLLARS
TM
“I’m already quite active, so it’s nice to earn rewards and
get a couple of dollars here and there for the power bill.
I run a boot camp for mums after school and I’ve been
encouraging them to download the app. It’s been great for
them because the challenges and rewards have motivated
them to move more, which is neat.”
Bex’s favourite rewards are the Free Power Days customers
can earn.
“I love the Free Power Days; they’re awesome. I use the dryer
on those days, which I don’t normally use. We do all the
sheets and all the things I’ve been putting off.”
The app has been downloaded by 57,000 customers since
its launch in August last year.
Almost 160,000 challenges have been accepted and
over 85,000 have been completed. We have given away
$157,000 in prizes, including Free Power Days, e.bikes,
e.scooters, a trip for two to Europe, and over $117,000
Mercury Dollars.
Head of Brand and Marketing Ben Harvey-Lovell says the
app was another way to bring Energy Freedom, and Energy
made Wonderful, to life for our customers.
“We wanted to make it easy for customers to manage
their account through the app, but we also wanted to
inspire them to interact with us more often through the
challenges.
“Our goal is to be the leading energy brand in New Zealand,
and to achieve that goal we need to design experiences
that customers love.
"The app is a way for us to get customers thinking about
Mercury when they’re doing fun things like exercise.
“Hearing about the joy the Rose family get from the app
and their Free Power Days is Energy Freedom in action, and
it’s why we do what we do,” says Ben.
86,533
FREE POWER DAYS
ENJOYED BY CUSTOMERS
OUR ANNUAL REPORT 2019
Andrew Day’s grandfather started farming
sheep and beef in the Tararua Ranges above
Palmerston North in 1929. Today, Andrew farms
this hill country and the rolling farmland further
to the east, in partnership with his parents.
“It’s quite exposed country,” Andrew says. “It’s
renowned for its wind but also for a reasonably
awful, wet climate.”
The Day family met Mercury more than 10 years
ago. After extensive initial negotiations to agree
access to his farm for wind turbines at Turitea,
as well as part of the transmission line for the
proposed Puketoi wind project, communication
between the family and Mercury was mostly
maintained through a regular annual function.
TURITEA WIND FARM,
PALMERSTON NORTH
A WONDERFUL
ALLIANCE.
TURITEA
WIND FARM
PAHIATUA
LINTON
SUBSTATION
r
PUKETOI WIND FARM
53 turbines consented
SOUTHERN
TURBINE ZONE
27 turbines
consented
PALMERSTON
NORTH
10 KM
National Grid
Committed 220kV
Transmission
Consented future
220kV Transmission
Turbine Zone
NORTHERN
TURBINE
ZONE
33 turbines
committed
34 // 35
02. PARTNERSHIPS
FIND OUT MORE
ABOUT OUR
WIND FARM BUILD.
Please visit mercury.co.nz/windupdates
OUR ANNUAL REPORT 2019
Andrew’s contact with Mercury has mostly been through
Property Manager Duncan Annandale. Duncan has been
responsible for building Mercury’s relationships with the
landowners for eight years. Over time, since the original
agreements were secured, it became clear that patience
would be necessary.
“Because of flat demand in the electricity market we had
to wait until the economics were right to build. There were
years of communicating with the landowners and updating
them on the status of the market so that they understood
why no activity was taking place,” says Duncan.
“The annual catch-ups with this group, and now continuing
with people associated with the future project at Puketoi,
are also times for us to find out about their lives and
families and what’s going on with them.
“As the years pass, it’s interesting to see the
intergenerational theme coming through as people retire
or younger family members take a more active role in their
farms and businesses. Family is important for these long-
term relationships.
“Now that we’ve made the decision to start building the
Turitea wind farm, my role extends to managing the next
stages of the contracts with the landowners, as well as
ensuring that their voices are heard as part of the design,
development and building phases.”
Duncan’s work with the landowners on the wind farm and
transmission sites has built trusted relationships over time.
“We’re a company, but we try to present a consistent, human
face,” he says.
WE'RE A COMPANY, BUT
WE TRY TO PRESENT A
CONSISTENT, HUMAN FACE.
125
M
HIGH FROM BASE
TO ROTOR TIP
470
GWh
GENERATION PER YEAR
Tilt Renewables’ Tararua Wind Farm
36 // 37OUR PILLAR STORIES // PARTNERSHIPS
BUILDING
RELATIONSHIPS
IN THE
COMMUNITY.
We’ve been talking with people in communities around
Turitea and Puketoi in the Manawatu for a long time.
Mercury’s wind strategy goes back over 15 years (since 2004).
During this time, we have worked with Councils in the region,
contributing to their public planning processes to ensure
that consent pathways are supportive of renewable
energy policies.
Consents to build the Turitea wind farm were granted in
2011. One consent condition is to have a Community Liaison
Group, to share information around the construction and
operation of the wind farm and receive feedback.
PROVIDING RELEVANT
INFORMATION IN A
PROFESSIONAL WAY, SETTING
OUT WHAT IS ABOUT TO HAPPEN
AND INVITING FEEDBACK
AND DISCUSSION BUILDS
RELATIONSHIPS OF RESPECT
AND ACCOUNTABILITY.
Andrew confirms this: “I’ve had a reasonably long
relationship with Duncan, and what I value is that he’s
also had farming experience himself so he’s reasonably
conscious of how we operate and has an understanding
of our farming operation that I wouldn’t have typically
expected to find in an energy company.”
OF COURSE THERE’S
PERSONAL BENEFIT
TO OUR BUSINESS.
BUT MORE BROADLY,
AS A COUNTRY WE’VE
GOT TO GET OUT OF
CARBON INTENSIVE
ENERGY SOURCES.
Margaret Kouvelis, former Mayor of Manawatu District
Council, is the Independent Chair of the Community Liaison
Group. She says:
“So far, I have been impressed with the quality of the
information and the people presenting it, the willingness
of the company to be hospitable, available and open to
residents and the efforts at communicating the content
and timing of these meetings in order to minimise the
impact on the communities most affected.”
Through this group, Mercury connects with a range of
people in the community. We’ll be engaging further with
local iwi, looking for opportunities to work in partnership
there too. We’ve already been exploring how we can build
their capacity to support project outcomes. And Mercury
will continue to work closely with Councils to encourage
renewable electricity generation growth that is good for
New Zealand’s energy freedom and that also contributes
significantly to regional development.
For Duncan, what he likes best about the job is providing an
opportunity to add value to rural properties.
“A rural property that happens to have hills or ranges which
catch wind at the top becomes a site where you can put
turbines, and the landowner can profit from that on top
of their ongoing farming operation. It diversifies the farm
income and that’s what I enjoy seeing happen.”
New Zealand’s electricity supply is already more than 80%
renewable. The initial phase of the Turitea wind farm is just
one of the consented projects being built as the demand
for renewable electricity grows (including through the
accelerated electrification of transport and retirement of
thermal generation) and the country moves towards a
lower-carbon economy.
Andrew sees clear benefits from the wind farm beyond
his family farm. “Of course there’s personal benefit to our
business. But more broadly, as a country we’ve got to get
out of carbon intensive energy sources. Wind power, being
virtually carbon free, is something that we’ve got to push on
with around New Zealand.”
Mercury is intent on advancing renewable energy
generation through wind power as part of our strategy for
growth and our mission of Energy Freedom.
OUR ANNUAL REPORT 2019
SOLAR GIVES
KIWI A BRIGHTER
FUTURE.
In June, a farmer found an injured kiwi, dazed
and confused on the side of a rural road near
Whakatāne. The kiwi had been hit by a car.
His first bit of luck was being taken by the
farmer to a local vet. Once the extent of his
injuries was identified, his second bit of good
fortune was being transferred to Ngāi Tahu
Tourism’s National Kiwi Hatchery Aotearoa in
Rotorua where a dedicated kiwi hospital had
just opened. He was its first patient.
Kiwi are a unique part of New Zealand’s
biodiversity and an important taonga
(treasure). Once abundant, there are now
only around 68,000 of our beloved national
birds left. Today their status is often used as a
barometer of how our environment is coping
with the challenges being thrown at it.
03. KAITIAKITANGA
38 // 39
WE WANT TO INSPIRE
NEW ZEALANDERS TO
ENJOY ENERGY IN MORE
WONDERFUL WAYS – AND
WHAT’S MORE WONDERFUL
THAN ENSURING THE
SURVIVAL OF OUR BELOVED
NATIONAL ICON?
WATCH AND LEARN
ABOUT HOW MERCURY
HELPS NGĀI TAHU
TOURISM’S NATIONAL
KIWI HATCH ERY.
Please visit www.mercury.co.nz/kiwihatchery
OUR ANNUAL REPORT 2019
THE NEW HOSPITAL IS A
'FANTASTIC ADDITION' AND
WILL HAVE A DIRECT IMPACT
ON KIWI POPULATIONS.
Ninety-five percent of kiwi chicks born in the wild die before they
reach breeding age (three years old), according to the Department
of Conservation. This is due to non-native predators such as stoats
and the impact of humans.
Our five kiwi species range from recovering to critically endangered
and they need our help to survive. That’s why individuals,
community groups, iwi and conservation agencies are working
hard to ensure the birds are given a chance to survive and thrive in
their natural habitat.
The National Kiwi Hatchery is a leader in this work, which includes
kiwi husbandry, egg incubation systems, hatching techniques and
chick rearing. As the hatchery is a Mercury customer, our Head
of Mass Market Segments, Mohammed (Mo) Abbas, visited the
facilities. While there, he noticed there wasn’t a back-up electricity
supply to incubators. Mo knew it was important to keep the
precious eggs warm in the event of any power outage, and that
there was expertise we could share.
Working with the hatchery, Mercury developed a solar electricity
supply package coupled with a Tesla battery. The solution reduces
running costs for the hatchery while ensuring security of electricity
supply. This proved its value this year when power had to be
disconnected for maintenance and the incubators ran off battery
power for 15 hours.
“We want to inspire New Zealanders to enjoy energy in more
wonderful ways – and what’s more wonderful than ensuring
the survival of our beloved national icon?” Mo says.
“It’s everyone’s responsibility to fight for kiwi. Caring for them,
breeding them and raising them is an incredibly specialised job
and one we’re in awe of. By supporting the hatchery, Mercury can
help reverse some alarming statistics facing kiwi.”
40 // 41OUR PILLAR STORIES // KAITIAKITANGA
KOMANAWA THE KIWI
Komanawa was the first kiwi to be treated in
the National Kiwi Hatchery's new kiwi hospital.
After two weeks of treatment, Komanawa
was released back into the wild.
WEIGHT ON ARRIVAL: 1392G
WEIGHT AT RELEASE: 1457G
1923
CHICKS HATCHED SINCE THE
OPENING OF THE NATIONAL
KIWI HATCHERY
Every week, 20 kiwi die from factors such as cars, stoats and
dogs. By collecting eggs from the wild and hatching them at
the hatchery, the chicks have a 65% chance of reaching the
1kg milestone, the weight kiwi need to be to defend themselves
against most predators.
This year, Mercury donated a stand-alone building to the
hatchery for a new kiwi hospital. It is fitted with nine heated
areas to treat sick and injured kiwi, as well as to house health
chicks brought in from the wild.
Kiwi Husbandry Manager Emma Bean said the new hospital
was a “fantastic addition” and would have a direct impact on
kiwi populations.
That’s where our injured kiwi from Whakatāne ended up.
He was brought to the hatchery bruised, grazed and with
patches of feather loss. Luckily, an x-ray showed no bones
had been broken.
He was treated with anti-inflammatory medication and
precautionary antibiotics for five days, and hand-fed twice a
day “because he didn’t think much of the cooking,” Emma
says. He was released back into the forest after two weeks;
slightly heavier and with a new name, Komanawa, a reference
to a natural spring near where he was found.
The 2018/19 breeding season was successful for the hatchery
and our partnership, with 145 chicks being released into the
wild, up eight chicks on the previous year.
“That might not seem like a big difference, but literally every
bird we can reintroduce to the wild counts,” Emma says.
“They say it takes a village to raise a child – well it’s the same
for kiwi. There’s an awful lot of hard work and love that goes
into saving kiwi. It’s a huge project but amazing to be part of.”
Mercury feels the same.
145
CHICKS WERE RELEASED
INTO THE WILD IN FY2019
15
HRS
OF BACK-UP POWER
FROM SOLAR/BATTERY
INSTALLATION
OUR ANNUAL REPORT 2019
THE 2018/19 BREEDING SEASON
HAS BEEN SUCCESSFUL FOR THE
HATCHERY AND OUR PARTNERSHIP,
WITH 145 CHICKS BEING RELEASED
INTO THE WILD, UP EIGHT CHICKS
ON THE PREVIOUS YEAR.
42 // 43OUR PILLAR STORIES // KAITIAKITANGA
OUR ANNUAL REPORT 2019
An important kaitiakitanga role that we acknowledge
is our need to help the country reduce its greenhouse
gas (GHG) emissions and for us to take responsibility
for our own. Mercury is carbon positive, with our
carbon units exceeding the level of our emissions
(including those of our residential gas customers).
This was achieved through active participation in the
New Zealand Emissions Trading Scheme, the careful
measurement of our GHG emissions and long-term
partnerships with forest owners.
OUR CARBON
PROFILE.
• This year, an increase in our geothermal generation
resulted in a 6% increase in fugitive GHG emissions.
These occur naturally in the geothermal fluid and must
be removed prior to generating electricity.
• The gross emissions intensity of the electricity we
generate is 39kg CO
2
e/MWh. This is 60% lower than
the New Zealand grid average and a 44% decrease
since FY2015.
• As we build more wind generation the intensity of
emissions for our overall generated electricity may
further reduce.
20152016201720182019
E
m
i
s
s
i
o
n
s
i
n
t
e
n
s
i
t
y
t
o
nne
s
C
O
2
e
/GWh
Generation (GWh)
Generation (GWh)Emissions Intensity
0
10
20
30
40
50
60
70
80
5800
6000
6200
6400
6600
6800
7000
7200
7400
7600
7800
44 // 45OUR PILLAR STORIES // KAITIAKITANGA
Mercury has maintained a robust programme investing
in forestry units for the past nine years. This results in
us holding more carbon units than we require to offset
emissions we produce through our operations and activities.
Our total GHG footprint has decreased by 36% between
FY2015 and FY2019, influenced by the mothballing of
Mercury's Auckland thermal (gas) generation facility at
Southdown.
Emissions from our vehicle fleet have reduced since 2016
as a result of converting over 70% of our fleet to electric
vehicles (EVs) or plug-in hybrid vehicles (PHEVs).
Emissions associated with the electricity we purchase for
offices and other buildings account for less than 1% of our
total GHG footprint.
Mercury surrenders emissions units for all the energy
we provide, including the gas consumed by our dual-
fuel customers. We will continue to explore emissions
associated with our supply chain, using our supplier guiding
principles to engage in partnerships that can realise further
emission reductions.
Assessment of potential impacts of climate change on our
business is an ongoing focus.
Physical risks:
Using various climate change scenarios (from <1.5°C
to >3.0°C) across different time scales, we consider the
potential impacts on generation operations and generation
assets. This includes the impacts of changing rainfall
patterns and intensities as well as increasing average
temperatures. The results of ongoing modelling facilitate
the development of our climate change management plan
which will highlight requirements and further options for
mitigation and/or adaptation.
Regulatory risks:
There are potential financial and operational implications
and opportunities of New Zealand’s transition to a low-
carbon economy. Regulation such as the Zero Carbon Bill,
renewable energy targets, and a revised Emissions Trading
Scheme all have implications for Mercury. We remain
actively involved in assessing carbon prices, emissions
trading mechanisms and the implications of revised
regulations around carbon units.
Further information on our management of climate-related
risks can be found in the Corporate Governance Statement
on Mercury's website.
For an energy generator and retailer, with a mission of
Energy Freedom, climate change presents opportunities
to achieve additional commercial outcomes and promote
sustainable, low-emission lifestyles. Opportunities relevant
to Mercury include increased renewable energy generation
and the promotion, development and expansion of low-
emission goods and services.
MANAGING CLIMATE CHANGE RISK
AND OPPORTUNITIES.
-
500
1,000
1,500
2,000
2,500
Emissions (To
nne
s
C
O
2
e
/
'
000s)
Our carbon position FY2015 to FY2019
FY15FY16FY17FY18FY19
Direct emissions -
predominantly fugitive
emissions from
geothermal facilities
Scope 1
Scope 2
Indirect emissions -
from purchased
electricity used
in offices
Scope 3
Other indirect emissions -
99% downstream from
gas sales to dual fuel
customers
The number of carbon units
we hold, after surrendering
units relating to our
operations and activities
Net carbon position
CARBON POSITIVE
The forestry units we hold represent absorbtion of
more carbon than we contribute to the environment.
OUR ANNUAL REPORT 2019
BUILDING
BLOCKS FOR
SUCCESS.
2019 saw the long-anticipated move of 560
Mercury team members from three offices
across Auckland to one.
While the shift to 33 Broadway in Newmarket
looked like a building project on the surface,
the focus was not bricks and mortar; it was our
people and our customers.
04. PEOPLE
83%
OF OUR PEOPLE SAY THAT
OUR PHYSICAL WORKSPACE
IS ENJOYABLE TO WORK IN
84%
OF OUR PEOPLE SAY
THEIR TEAM DELIVERS
HIGH QUALITY RESULTS
46 // 47
BEING TOGETHER IN THE ONE
LOCATION ENABLES US TO CREATE
A BETTER CUSTOMER EXPERIENCE,
BECAUSE WE CAN COLLABORATE
MORE EFFECTIVELY AS HIGH
PERFORMANCE TEAMS DELIVERING
THE LEVEL OF SERVICE OUR
CUSTOMERS DESERVE.
MEET HUIA
Huia is one of Mercury’s wonderful
telesales representatives.
Huia returned to Mercury from
parental leave in late 2017. You
could say it was a different world
for her back then.
OUR ANNUAL REPORT 2019
THE NEW TECHNOLOGY
AND MORE SOURCES OF
KNOWLEDGE AVAILABLE GIVE
US THE CAPABILITY TO SOLVE
QUERIES MORE QUICKLY...
MEET HUIA COCKER
Telesales Representative Huia Cocker returned to Mercury
from parental leave in late 2017 – it was a different world for
her back then.
"When I returned to full-time work at Mercury, I was in a
small office near Mercury’s Greenlane site in Auckland," says
Huia. "While it was exciting to hear of the upcoming move
to Newmarket, as a working mum living out in Pukekohe my
mind went to the complexities of managing the change of
location, while still adjusting to life as a working parent."
Fortunately for Huia, our people and our customers were at
the core of the decision-making. The vision of the four-year
project was to give our Auckland teams the freedom to do
their best work together.
Newmarket was chosen because of its place as both a
transport hub (well served by rail and bus) and a social hub.
This vision also meant rolling out new streamlined technology
and introducing the High Performance Teams way of working
prior to the move – enabling people to collaborate and work
more effectively together. And it guided the interior design
decisions made with architects Warren and Mahoney, with
our customer teams at the centre of the building and an
openness that promoted flexibility, wellbeing, safety and
collaboration.
"I have loved the change," says Huia. "We were well prepared
for the move, which made such a difference to me for my
first time working in ‘the big smoke’. I haven’t looked back.
Being together in the one location enables us to create a
better customer experience, because we can collaborate
more effectively as High Performance Teams delivering the
86
%
OF OUR PEOPLE SAY THAT WE
ASK FOR HELP WHEN WE NEED IT
AND LEARN FROM EACH OTHER
80
%
OF OUR PEOPLE AGREE THAT
PEOPLE FROM ALL BACKGROUNDS
HAVE EQUAL OPPORTUNITIES TO
SUCCEED AT MERCURY
48 // 49OUR PILLAR STORIES // PEOPLE
level of service our customers deserve. The new technology
and more sources of knowledge available give us the
capability to solve queries more quickly, and from there,
better customer outcomes flow.
"In addition, Mercury’s inclusive culture has meant I haven’t
felt like a ‘fish out of water’; in fact, the people I now have
the opportunity to interact with every day are the number
one reason I love working at 33 Broadway so much.
I feel more engaged in the business and I can sense
the opportunities," says Huia.
Mercury's Workforce Strategy Manager Sarah Holt was
involved in the project from the start and is extremely
happy with the final product. "The building’s connectivity
gives us a competitive advantage," says Sarah. "It has
wonderful visual connectivity, with the atrium and
bridges at its heart, which enable chance meetings and
collaboration. The design also offers different spaces for
working. It's an equitable setting that supports the freedom
to choose a work space suitable for the task people need
to complete that day. Seamlessly integrated software tools
also enhance our ability to collaborate with each other and
deliver to our customers."
WELLBEING
Wellbeing is at the heart of our focus on
creating inclusive work environments where
our people can be themselves and do their
best work together.
EMPLOYEE SAFETY
TOTAL RECORDABLE INJURY
FREQUENCY RATE
1.05
0.87
0.72
2017
2018
2019
78%
OF OUR PEOPLE CONFIRM
THAT MERCURY IS VISIBLY
AND ACTIVELY INVOLVED
IN THE WELLBEING OF
ITS PEOPLE
81%
OF OUR PEOPLE
SAY THEY FEEL SAFE
AND SUPPORTED IN
THEIR TEAM
OUR ANNUAL REPORT 2019
‘WONDERFUL’
FLOWING WELL
INTO THE FUTURE.
KARĀPIRO REINVESTMENT
On the Waikato River just south of Cambridge it’s a
frosty morning that will turn into another sparkling
blue day. In the powerhouse below the Karāpiro
dam David Derecourt (Regional Manager Hydro
North) has been working with the huge machines
that harness energy and create electricity for all of
his working life.
05. COMMERCIAL
50 // 51
WATCH L AKE
KARĀPIRO'S DAILY
WATER LEVEL AND
OUTFLOW ONLINE.
Please visit www.mercury.co.nz/lakelevels
THIS HYDRO STATION HAS BEEN
RUNNING SINCE 1948, AND THIS
NEW INVESTMENT IS GIVING
HER ANOTHER 80 YEARS OF
CONTINUED SERVICE.
OUR ANNUAL REPORT 2019
The next six years are going to see $75 million reinvested
in this infrastructure, to build on its 71-year legacy and
secure its future. The refurbishment of the power station
machinery will make it more efficient and allow up to
17% more generation from the river’s flow. This will help
Mercury respond to market demand, providing power to the
lightbulbs and EVs of New Zealand homes and businesses.
And David is proud to be part of the project. “I would like
to think that everyone involved will be more than happy
to stand up with a sense of pride, and tell their family and
their mates at the sports club that ‘I was involved with that’,”
he says.
“I will be proud to say that this project was a success, we
had a fantastic team working on it, it was delivered well,
nobody was hurt and we should be good to go for the next
80 years.”
$75
M
INVESTMENT IN CORE
IMPROVEMENTS
AND MAINTENANCE
OF THIS KEY
GENERATION
INFRASTRUCTURE
I WILL BE PROUD TO SAY THAT THE PROJECT
WAS A SUCCESS, WE HAD A FANTASTIC TEAM
WORKING ON IT, IT WAS DELIVERED WELL,
NOBODY WAS HURT AND WE SHOULD BE
GOOD TO GO FOR THE NEXT 80 YEARS.
71
YEARS
SINCE THE POWER
S TAT IO N WA S
COMMISSIONED
Long-term, multi-generation thinking goes with the
territory. “This hydro station has been running since 1948,
and this new investment is giving her another 80 years of
continued service,” David explains. “These machines had a
mid-life refurb in the 1980s but indications are they are in
their twilight years now.”
At the time of this previous investment in the 1980s, the
teenage David was approximately 50km downstream,
attending Ngāruawāhia High School. “I was born in
Ngāruawāhia and the awa (river) was a big part of my life,”
he says. “In 1991, I fronted up as a fresh-faced electrical
apprentice in the Arapuni Area (Karāpiro, Arapuni and
Waipāpa hydro power stations).”
52 // 53OUR PILLAR STORIES // COMMERCIAL
* Output based on average since 2000. Average home = 7000kWh per year; average EV = 2200kWh per year.
Fast-forward nearly 30 years and David’s team looks after
the day-to-day running of the plant, with a huge number of
others behind them who “keep these generators running
and keep more of the ‘wonderful’ flowing”.
The Waikato River is New Zealand’s most important and
diverse water catchment. Mercury delivers around 10% of
New Zealand’s electricity from the fall of the water in this
river (an average of ~4,020GWh each year). And out of that,
Karāpiro station generates about 12% (511GWh annually* –
equivalent to the power used by 73,000 homes or 230,000
EVs*). Hydro electricity doesn’t really use water – water
passes through our power stations but remains in the
river, unaltered for other users and environmental benefits.
Only the gravity is used.
David’s favourite part of the job? “Knowing that I’ve been
entrusted to look after 70 to 80-year-old bits of kit,
enabling the people in the teams to support and maintain
that, and being involved in refreshing the future of those
assets to give them another 80 years. I’m giving back to
the ‘old girl’ that gave me my first job. If it wasn’t for these
power stations I wouldn’t be where I am today.”
The project will overhaul and in some cases replace the
turbines, generators and governor systems. In concurrent
work to future-proof the station, other items are also being
addressed due to either age-related issues (by-pass valves
and associated works) or legacy performance challenges
(hydro intake gates and operating mechanisms, stoplogs).
“We’re lifting the lid on every part of the station, with some
significant parts being replaced,” says David. “It’s going to
make life at the station interesting for the next six years.
Apart from some big trucks delivering some huge kit, this
project shouldn’t impact on local people at all, and the
additional people on site will create new opportunities for
value creation in the communities nearby.”
David is motivated by a view well beyond his time so far on
the river.
“I want to hand back these assets – the power station and
the awa – to those who walk in my footsteps, to receive it in
a better condition than I received it. These fantastic assets
have a long history and will forever have a long history.
They’ll be around long after I’ve gone – in 200 years plus,
they’ll still be around.”
WHAT’S THE OUTCOME OF
THIS PROJECT?
15% increase in peak capacity at the
station from this project – generating
more electricity from the water flow.
Future-proofing the station with plant
replacement and upgrades.
39 units and ancillary equipment being
refurbished across the Waikato Hydro
System’s nine hydro power stations during
this decades-long programme of work,
which started in 2011.
AND THE FULL PROGRAMME
OF WORK?
Whakamaru: 4 to 5-year on-site project finishing
mid 2020. Outcome: capacity gain from 25MW to
31 MW for each of the 4 units; increase in efficiency
and in asset reliability. Total cost ~$76m.
Aratiatia: 3 to 4-year on-site project finishing
mid 2020. Outcome: optimising station
performance for the available river flow and
increase in asset reliability. Total cost ~$49m.
OTHER CURRENT MAJOR
INFRASTRUCTURE INVESTMENT IN
THE WAIKATO HYDRO SYSTEM
8
YEARS’ WORK
2 YEARS’ PLANNING AND
5 YEARS’ ON-TOOLS WORK
2024
SCHEDULED FINISHING
DATE OF PROJECT
OUR ANNUAL REPORT 2019
LET’S GET
INTO THE
NUMBERS.
OUR FINANCIALS
54 // 55
LET’S GET
INTO THE
NUMBERS.
OUR ANNUAL REPORT 2019
$505M
OPERATING EARNINGS
(EBITDAF)
$357M
RECORD PROFIT
(UP $123 MILLION)
FINANCIAL
COMMENTARY.
Mercury produced a strong financial result during FY2019
under unusual weather and market conditions.
The financial year started with wet weather across the
Waikato catchment, but turned acutely dry from September
2018. Annual hydro generation was 4,006GWh, in line
with the company’s long-term average, albeit with around
200GWh reduction in Lake Taupō’s level over the year.
Annual geothermal generation set a record at 2,896GWh,
coinciding with record-high annual spot prices caused
by gas supply and thermal generation constraints from
October 2018. These generation constraints pushed
the generation-weighted average price earned above
$138/MWh for the year.
Mercury’s focus on customer value and loyalty resulted in
reduced acquisition activity, as elevated spot prices meant
retail margins were negative for all customer segments over
the year. The average price received for sales to residential
and small commercial customers was up two percent year-
on-year.
Mercury sold our smart-metering business, Metrix, in
February 2019 for $272 million, which has resulted in a
gain on sale of $177 million. The company committed
$256 million in March 2019 to build our first wind farm at
Turitea near Palmerston North, with commissioning from
Q2 FY2021.
15.5CPS
o
PER SHARE FULL YEAR
ORDINARY DIVIDEND
56 // 57FINANCIALS
600
620
640
660
680
700
720
740
20152016201720182019
$M
Financial Year
Energy Margin
440
460
480
500
520
540
560
580
20152016201720182019
$
M
Financial Year
Operating Earnings (EBITDAF)
OPERATING COSTS
The company continued our disciplined
approach to efficient and focussed activity.
Costs, normalised for the adoption of IFRS 15
and 16 and the sale of Metrix, remained flat for
the sixth year in a row.
Operating costs represent the company’s indirect
costs of sales, including salaries and wages,
maintenance costs and all other overheads.
190
195
200
205
210
215
220
20152016201720182019
$
M
Financial Year
Operating Costs
6TH YEAR
IN A ROW OPERATING
COSTS HELD FLAT
ENERGY MARGIN
Mercury’s energy margin of $667 million versus
$730 million in the prior year was achieved
with 800GWh, or 10%, less generation. Hydro
generation, while in line with the company’s
long-run average, was highest in the first quarter
of the year, prior to the sustained increase in spot
prices from October.
The company’s continued focus on customer
value and rewarding loyalty resulted in reduced
acquisition activity as retail margins contracted
with spot and futures energy costs lifting.
This continues to be reflected in our focus on
meeting our customer promises and providing
better customer-led digital experiences.
OTHER INCOME
Other net income of $37 million was down for
the year due to the sale of the company’s smart-
metering business, Metrix, on 28 February, with
only eight months of revenues reported. Other
income also includes proceeds from property
sales, insurance and dividends received from our
investment in Tilt Renewables.
OPERATING EARNINGS
(EBITDAF)
The company’s $505 million of EBITDAF fell on
the prior year’s record of $566 million, which
benefited from over 800GWh more generation
and a full year of Metrix ownership.
Note: Financial results for the periods ended 30 June 2017 and earlier have not been restated for new IFRS standards.
OUR ANNUAL REPORT 2019
0
20
40
60
80
100
120
140
20152016201720182019
$
M
Financial Year
Capital Expenditure
Stay-in-businessNew investment
0
50
100
150
200
20152016201720182019
$
M
Financial Year
Underlying Earnings After Tax
0
5
10
15
20
25
20152016201720182019
Cents per share
Financial Year
Dividends
InterimFinalSpecialBuyback
PROFIT FOR THE YEAR
The company’s record net profit after tax of
$357 million was up $123 million on the prior
year’s record. Mercury benefited from lower
interest costs as our historical out-of-the-money
hedges matured, and from the gain on sale of
our smart-metering business, Metrix. As with the
prior year, there were no impairments recorded.
CAPITAL STRUCTURE
AND DIVIDENDS
The company’s gearing level of 1.9x remains
in line with the strong end of Mercury’s target
range of 2.0x to 3.0x debt/EBITDAF ratio for our
S&P credit rating of BBB+, which was reaffirmed
in December 2018.
Mercury currently holds 39 million shares as
treasury stock and has available debt headroom
within our current facilities of $300 million
and cash and cash equivalents of $94 million.
This continues to provide balance sheet flexibility
for growth.
In line with our dividend policy, targeting a
pay-out ratio of 70% to 85% of Free Cash Flow
on average over time, a fully imputed 9.3 cents
per share final dividend has been declared. This
brings the full-year ordinary dividend to 15.5
cents per share, up from 15.1 cents per share in
FY2018, and marks our 11th consecutive year of
ordinary dividend growth. The final dividend will
be paid on 30 September 2019.
UNDERLYING EARNINGS
AF T ER TA X
Underlying earnings is provided to enable our
stakeholders to make an assessment and
comparison of earnings after removing one-off
and/or infrequently occurring events (exceeding
$10 million of profit before tax), impairments
and any changes in the fair value of derivative
financial instruments.
Underlying earnings after tax decreased by
$37 million to $161 million, reflecting the
company’s stronger EBITDAF performance in
FY2018 which was underpinned by the highest
North Island hydro inflows and total generation
in the company’s history.
11TH
CONSECUTIVE
YEAR OF ORDINARY
DIVIDEND GROWTH
$161M
UNDERLYING EARNINGS
AFTER TAX
58 // 59
FINANCIALS
NET CASH FLOWS FROM
OPERATING ACTIVITIES
Net cash provided by operating activities
represents the cash flows from the sale of
electricity and metering services, along with the
costs associated with their sale and the cash
costs of interest and taxes.
BALANCE SHEET
Total assets of the company increased by
$378 million in the financial year, largely due to
a $250 million upwards revaluation of Mercury’s
generation assets due to a lower cost of capital.
It is emphasised that this asset valuation is
completely unrelated to decisions on customer
pricing. Net debt at the end of the year fell to
$1,096 million compared to $1,264 million in
FY2018, primarily due to the sale of Metrix for
$272 million.
The market’s view of thermal generation
availability looking forward has reduced, with
electricity futures prices in FY2020 and FY2021
lifting accordingly to over $105/MWh. Mercury
is well positioned to take advantage of higher
forward prices and committed to build its
first wind farm at Turitea. This represents an
investment of $256 million in 33 V-112 Vestas
turbines at the wind farm, with $23 million
advanced by the end of FY2019.
The company invested $115 million in capital
expenditure (CAPEX), comprising stay-in-
business (SIB) CAPEX of $89 million and
$26 million of growth capex spent mostly
on initial payments in relation to Turitea.
The company continued to invest in major hydro
refurbishment projects at our Aratiatia and
Whakamaru hydro stations and commenced the
refurbishment works at our Karāpiro station.
Mercury continues to invest in our core SAP
customer and financial system. The year
featured the implementation of the SAP
Commerce cloud-based customer relationship
management system and significant upgrades
to the web experience for customers joining
Mercury or moving house.
$89M
OF STAY-IN-BUSINESS CAPEX
$256M
COMMITTED TO BUILDING THE
COMPANY’S FIRST WIND FARM
$272M
PROCEEDS FROM THE SALE
OF THE COMPANY'S SMART-
METERING BUSINESS, METRIX
OUR ANNUAL REPORT 2019
FINANCIAL PERFORMANCE TRENDS
For the year ended 30 June
1
($ million)20192018201720162015
Income statement
Energy Margin667730698660650
EBITDAF505566523493482
Net profit for the year35723418416047
Balance sheet
Total shareholders’ equity3,5373,3053,3083,3153,337
Total assets 6,4846,1065,9976,0856,058
Total liabilities2,9472,8012,6892,7702,721
Cash flow
Operating cash flow326376372280309
Investing cash flow98(260)(90)(37)(103)
Financing cash flow(335)(141)(298)(228)(195)
Capital expenditure
Total capital expenditure11511811672110
Growth capital expenditure26621331
Stay-in-business capital expenditure891121145979
Other financial measures
Underlying earnings after tax161198176152145
Free Cash Flow237264258221230
Ordinary and special declared dividends211207270252296
Ordinary dividends per share (cents)15.515.114.614.314.0
Special dividends per share (cents)––5.04.07.5
Basic and diluted earnings per share (cents)26.2317.0013.3711.63.4
Net debt1,0961,2641,0381,0681,082
Gearing (net debt/net debt + equity, %)23.727.723.924.424.5
Debt/EBITDAF (x)
2
1.91.91.82.02.0
Operational measures
Total recordable injury frequency rate (TRIFR)
3
0.720.871.050.741.25
Sales to customers (FPVV, GWh)4,5004,4774,6064,3974,486
Electricity customers (‘000)373388392376382
Electricity generation (GWh)6,9027,7047,5336,8426,563
1. Financial results for the periods ended 30 June 2017 and earlier have not been restated for new IFRS standards.
2. Adjusted for S&P treatment of subordinated debt issued in FY2015.
3. Per 200,000 hours; includes on-site employees and contractors.
FINANCIAL
TRACK RECORD.
60 // 61
FINANCIALS
OPINION
We have audited the financial statements of the Group, on pages
64 to 93 of the Financial Report, that comprise the consolidated
balance sheet as at 30 June 2019, the consolidated income statement,
consolidated statement of comprehensive income, consolidated
statement of changes in equity and the consolidated cash flow
statement for the year then ended on that date, and notes to the
consolidated financial statements that include accounting policies and
other explanatory information.
In our opinion, the consolidated financial statements of the Group
present fairly, in all material respects, the consolidated financial
position of the Group as at 30 June 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 and International Financial Reporting Standards.
The basis of our opinion is explained below. In addition, we outline the
responsibilities of the Board of Directors and our responsibilities, and
explain our independence.
BASIS FOR OPINION
We carried out our audit in accordance with the Auditor-General’s
Auditing Standards, which incorporate the Professional and Ethical
Standards and the International Standards on Auditing (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board.
Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the 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 the Auditor-
General’s Auditing Standards, which incorporate Professional and
Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners
issued by the New Zealand Auditing and Assurance Standards Board,
and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
In addition to the audit and assurance services, we have carried out
assignments including a review of the Group’s consolidated financial
statements for the six months ended 31 December 2018, remuneration
advisory services and tax advisory and compliance services in the
INDEPENDENT AUDITOR’S
REPORT.
United States, which are compatible with independence requirements.
These services have not impaired our independence as auditor of
the Group.
Partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the business of the
Group. Other than the audit and these assignments and trading activities,
we have no relationship with, or interests in, the Group.
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.
We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the financial statements section of the
audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the financial
statements. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit
opinion on the accompanying consolidated financial statements.
TO THE SHAREHOLDERS OF MERCURY NZ LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
The Auditor-General is the auditor of Mercury NZ Limited (‘the entity’) and its subsidiaries and other controlled entities (collectively referred to as ‘the Group’).
The Auditor-General has appointed me, Lloyd Bunyan, using the staff and resources of Ernst & Young, to carry out the audit of the consolidated financial
statements of the Group on his behalf.
OUR ANNUAL REPORT 2019
INFORMATION OTHER THAN IN THE FINANCIAL
STATEMENTS AND AUDITOR’S REPORT
The Board of Directors is responsible on behalf of the entity for the Annual
Report and the Financial Report, which includes information other than
the consolidated financial statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the work we
VALUATION OF GENERATION ASSETS
Why significantHow our audit addressed the key audit matter
Generation assets were revalued to $5,347 million at 30 June 2019 as set
out in note 8 of the consolidated financial statements. This is significant
because the generation assets represent approximately 82% of the
Group’s total assets.
The Group engages an independent external party to estimate the fair
value of generation assets using a discounted cash flow model. The most
significant inputs used to calculate the fair value of the generation assets
include the wholesale electricity price path, generation volumes, and the
discount rate.
The wholesale electricity price path is estimated by the Group’s
independent valuation specialist as described in note 8 of the
consolidated financial statements. The model used to estimate the
wholesale electricity price path is complex and includes a number of
significant assumptions (comprising internal and external data).
In obtaining sufficient appropriate audit evidence we:
• met with the independent valuation specialist to understand the
valuation methods adopted and assessed the significant inputs to
the model used to estimate the fair value of the generation assets.
• compared forecast generation volumes to historical
generation volumes.
• involved our own valuation specialists to:
• consider the process over the determination of the wholesale
electricity price path by the Group’s independent valuation
specialist and the extent to which they considered internal
and external data relevant to the wholesale electricity price
path forecast; and
• assess the appropriateness of the discount rate.
• assessed the professional competence, independence and objectivity
of the Group’s independent valuation specialist.
• assessed the adequacy of the related financial statement disclosures
as described in note 8.
VALUATION OF NON- STANDARD ELECTRICITY PRICE DERIVATIVE FINANCIAL INSTRUMENTS
Why significantHow our audit addressed the key audit matter
The Group’s activities expose it to certain risks which are managed
using derivative financial instruments. At 30 June 2019, the fair value
of derivative assets total $179 million and derivative liabilities total $253
million as set out in note 15 of the consolidated financial statements.
These balances include certain electricity price derivatives for which
the valuation inputs are not readily observable in active primary or
secondary markets and require the use of more complex valuation
assumptions including the Group’s internal wholesale electricity price
path forecast. We refer to these derivatives as Non-Standard Derivatives
which are included within the amounts disclosed in note 15 of the
consolidated financial statements.
In obtaining sufficient appropriate audit evidence we:
• involved our valuation specialists and challenged the significant
inputs to the model used to estimate the fair value of the Non-
Standard derivatives. Our valuation specialists:
• evaluated the appropriateness of the valuation
methodologies; and
• compared the Group’s internal wholesale electricity price path
to other price path estimates obtained in performing our
Generation Asset procedures detailed above.
• agreed underlying data to the contract terms on a sample basis.
• assessed key assumptions and inputs.
• assessed the adequacy of the related financial statement disclosures
as described in note 15.
have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to
report in this regard.
DIRECTORS’ RESPONSIBILITIES FOR
THE FINANCIAL STATEMENTS
The directors are responsible on behalf of the entity for the preparation
and fair presentation of the consolidated financial statements for
the Group that comply with New Zealand Equivalents to International
Financial Reporting Standards and International Financial
Reporting Standards.
The director responsibilities arise from the Financial Markets Conduct
Act 2013.
62 // 63
FINANCIALS
The directors are also responsible for such internal control as
they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due
to fraud or error, and for the publication of the financial statements,
whether in printed or electronic form.
In preparing the consolidated financial statements, the directors are
responsible, on behalf of the entity, 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 FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the
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.
Our responsibilities arise from the Public Audit Act 2001. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Auditor-General’s Auditing Standards
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
financial statements.
As part of an audit in accordance with the Auditor-General’s Auditing
Standards, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.
• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made
by management.
• Conclude on the appropriateness of the use of the going concern
basis of accounting by the directors and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to
express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the Group
audit. We remain solely responsible for our audit opinion.
• We did not examine every transaction, nor do we guarantee complete
accuracy of the financial statements. Also, we did not evaluate the
security and controls over the electronic publication of the
financial statements.
We communicate with the directors regarding, among other matters,
the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied
with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence and, where
applicable, related safeguards.
From the matters communicated with the directors, we determine those
matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report, unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such
communication.
LLOYD BUNYAN // ERNST & YOUNG
ON BEHALF OF THE AUDITOR-GENERAL
AUCKLAND, NEW ZEALAND
20 AUGUST 2019
OUR ANNUAL REPORT 2019
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED INCOME STATEMENT
For the year ended 30 June 2019
Note2019 $M2018 $M
Total revenue42,000 1,798
Total expenses 4(1,495)(1,232)
EBITDAF
1
505 566
Depreciation and amortisation8, 9(204)(201)
Change in the fair value of financial instruments1526 49
Gain on sale4177 –
Earnings of associates and joint arrangements1012
Net interest expense4(75)(91)
Profit before tax430325
Tax exp e nse6(73)(91)
Profit for the year attributable to owners of the parent357 234
Basic and diluted earnings per share (cents)26.23 17.00
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2019
2019 $M2018 $M
Profit for the year357234
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Movement in asset revaluation reserve 244 55
Movement in cash flow hedge reserve transferred to balance sheet
15
(1) 5
Share of movements in associates and joint ventures’ reserves
10
(9)14
Tax ef fe c t (66) (17)
Items that may be reclassified subsequently to profit or loss
Movement in cash flow hedge reserve
15
(118)33
Movement in other reserves1(64)
Tax ef fe c t 32(9)
Other comprehensive income for the year, net of taxation8317
Total comprehensive income for the year attributable to owners of the parent440251
1. EBITDAF: Earnings before net interest expense, income tax, depreciation and amortisation, change in the fair value of financial instruments, impairments and equity-
accounted earnings of associates and joint ventures
FINANCIAL STATEMENTS.
64 // 65
FINANCIALS
CONSOLIDATED BALANCE SHEET
For the year ended 30 June 2019
Note2019 $M2018 $M
SHAREHOLDERS’ EQUITY
Issued capital 378 378
Treasury shares5 (101) (101)
Reserves 3,260 3,028
Total shareholders’ equity 3,537 3,305
ASSETS
Current assets
Cash and cash equivalents 94 5
Receivables11 256 226
Contract assets 3 3
Inventories7 23 35
Derivative financial instruments15 50 31
Total current assets 426 300
Non-current assets
Property, plant and equipment8 5,528 5,370
Intangible assets9 85 101
Investments 10 234 130
Investment and advances to associates10 76 88
Advances to joint operations106 7
Derivative financial instruments15 129 110
Total non-current assets 6,058 5,806
Total assets 6,484 6,106
LIABILITIES
Current liabilities
Payables and accruals11 216 198
Borrowings13 541 350
Derivative financial instruments15 45 24
Taxation payable6 19 17
Total current liabilities 821 589
Non-current liabilities
Payables and accruals11 9 6
Provisions12 59 51
Derivative financial instruments15 208 73
Borrowings13692 951
Deferred tax61,158 1,131
Total non-current liabilities 2,126 2,212
Total liabilities 2,947 2,801
Net assets 3,537 3,305
For and on behalf of the Board of Directors, who authorised the issue of the Financial Statements on 20 August 2019.
The accompanying notes form an integral part of these financial statements.
JOAN WITHERS // CHAIR
20 August 2019
KEITH SMITH // DIRECTOR
20 August 2019
OUR ANNUAL REPORT 2019
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
Issued
capital
$M
Retained
earnings
$M
Asset
revaluation
reserve
$M
Cash flow
hedge
reserve
$M
Other
reserves
$M
Total
equity
$M
BALANCE AS AT 1 JULY 2017378 203 2,849 (53)(50) 3,327
Movement in asset revaluation reserve, net of taxation – – 40 – – 40
Movement in cash flow hedge reserve, net of taxation – – – 27 – 27
Movements in other reserves – – – – (14) (14)
Share of movements in associates and joint ventures’ reserves – – 12 2 – 14
Acquisition in treasury shares – – – – (50) (50)
Other comprehensive income – – 52 29 (64)17
Net profit for the year – 234 – – – 234
Total comprehensive income for the year – 234 52 29 (64)251
Dividend – (273) – – – (273)
Balance as at 30 June 2018378 1642,901 (24)(114)3,305
BALANCE AS AT 1 JULY 2018 378 164 2,901 (24) (114) 3,305
Movement in asset revaluation reserve, net of taxation – – 176 – – 176
Movement in cash flow hedge reserve, net of taxation – – – (85) – (85)
Movements in other reserves –2 – – (1)1
Recycling of fair value losses in available for sale reserves – (15) – – 15 –
Share of movements in associates and joint ventures’ reserves – – – (9) – (9)
Other comprehensive income – (13) 176 (94) 14 83
Net profit for the year – 357 – – – 357
Total comprehensive income for the year – 344 176 (94) 14 440
Dividend – (208) – – – (208)
Balance as at 30 June 2019378 3003,077 (118)(100)3,537
66 // 67
FINANCIALS
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2019
2019 $M2018 $M
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 1,952 1,800
Payments to suppliers and employees (1,478)(1,232)
Interest received 1 2
Interest paid (70)(92)
Taxes paid (79)(102)
Net cash provided by operating activities 326 376
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment (93)(94)
Acquisition of intangibles (29)(33)
Acquisition of investment (55) (144)
Disposal of land and associated real property – 5
Distributions received from and advances repaid to associates and joint ventures 5 6
Proceeds from the sale of metering business 270 –
Net cash received/(used) in investing activities 98 (260)
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of treasury shares – (50)
Proceeds from loans 30 262
Repayment of loans (166) (75)
Receipt/(payment) of lease incentives/(liabilities)9 (5)
Dividends paid (208)(273)
Net cash used in financing activities (335)(141)
Net change in cash and cash equivalents held 89 (25)
Cash and cash equivalents at the beginning of the year 5 30
Cash and cash equivalents at the end of the year 94 5
Cash balance comprises:
Cash balance at the end of the year945
OUR ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
NOTE 1. ACCOUNTING POLICIES
(1) REPORTING ENTITY
Mercury NZ Limited (“the Company”) is incorporated in New Zealand,
registered under the Companies Act 1993, an FMC reporting entity under
the Financial Markets Conduct Act 2013, and is listed on the NZX Main
Board and with foreign exempt listed status on the ASX.
The consolidated financial statements (“Group financial statements”)
are for Mercury NZ Limited Group (“the Group”). The Group financial
statements comprise the Company and its subsidiaries, including its
investments in associates and interests in joint arrangements.
The majority shareholder of Mercury NZ Limited is Her Majesty the Queen
in Right of New Zealand (“the Government”), providing it with significant
potential influence over the Group. The liabilities of the Group are not
guaranteed in any way by the Government or by any other shareholder.
(2) BASIS OF PREPARATION
The Group financial statements have been prepared in accordance with
the Financial Markets Conduct Act 2013 and in accordance with New
Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They
comply with New Zealand equivalents to International Financial Reporting
Standards (“NZ IFRS”) as appropriate for profit-oriented entities. These
financial statements also comply with International Financial Reporting
Standards (“IFRS”).
The Group financial statements are prepared on the basis of historical
cost, with the exception of financial instruments and generation assets
which are measured at fair value.
The Group financial statements have been prepared so that all
components are stated exclusive of GST, with the exception of receivables
and payables that include GST invoiced.
Functional and presentation currency
These financial statements are presented in New Zealand Dollars ($)
which is the Group’s functional currency, apart from Mighty Geothermal
Power Limited and its direct subsidiaries as their functional currency is the
United States Dollar. Unless otherwise stated, financial information has
been rounded to the nearest million dollars ($M).
The assets and liabilities of entities whose functional currency is not the
New Zealand Dollar are translated at the exchange rates ruling at balance
date. Revenue and expense items are translated at the spot rate at the
transaction date or a rate approximating that rate. Exchange differences
are taken to the foreign currency translation reserve.
Estimates and judgements
The preparation of financial statements requires judgements and
estimates that impact the application of policies and the reported
amounts of assets and liabilities, income and expenses. Actual results
may differ from these estimates.
The areas of significant estimates and judgements are as follows:
• Generation plant and equipment (refer note 8)
• Retail revenue accruals (refer note 11)
• Restoration and environmental rehabilitation (refer note 12)
• Valuation of financial instruments (refer note 14 and note 15)
Accounting policies and standards
The Group has adopted new international financial reporting standards
relating to Financial Instruments (NZ IFRS 9), Revenue from Contracts
with Customers (NZ IFRS 15), and Leases (NZ IFRS 16) for the reporting
period ended 30 June 2019.
The adoption of IFRS 9 has not resulted in a material change to the
Group’s derivative financial instruments. For the impairment of financial
assets, a lifetime expected credit loss has been recognised in the income
statement on trade receivables, with a corresponding adjustment to
provisions on the balance sheet.
The adoption of IFRS 15 results in a change to the Group’s policy relating
to the treatment of credits given to customers and incremental costs (like
commissions) of acquiring or retaining customers. The Group previously
recognised both customer credits and incremental costs of acquisition
or retention as expenses when incurred. The change of policy results
in customer incentives being recognised directly against revenue when
incurred. Incremental costs are recognised on the balance sheet as
customer contract assets, and amortised on a straight-line basis over the
period, which is consistent with the transfer of the benefit to the customer,
assumed to be two years.
The adoption of IFRS 16 results in all leases being recognised on the
balance sheet. Lease payments are now recorded as a repayment of the
lease obligation and interest expense instead of as an operating expense
in the income statement. Lease assets are depreciated on a straight-
line basis over the current lease term. The Group has recognised lease
assets and lease liabilities at the present value of future lease payments
for existing lease terms and all lease renewal options that are reasonably
certain to be exercised. The weighted average incremental borrowing rate
applied to lease liabilities recognised in the statement of financial position
on transition at 1 July 2018 was 6.6%.
IFRS 15 and IFRS 16 have been applied retrospectively. The effect of these
changes in accounting policies are shown in the following table.
During the period a $19 million overstatement of a fair value adjustment
in relation to the US Private Placement borrowings was identified. This
overstatement occurred in 2011 when it was originally booked to the
income statement and has therefore necessitated a prior period change in
2018, through an increase in opening retained earnings and a reduction to
non-current borrowings as included in the following table.
68 // 69
FINANCIALS
Audited
year ended
30 June
2018 $M
Adjustments
$M
Restated
audited
year ended
30 June
2018 $M
CONSOLIDATED INCOME STATEMENT
Total revenue 1,803 (5)1,798
Total expenses (1,242) 10 (1,232)
EBITDAF 561 5 566
Depreciation and amortisation (197) (4)(201)
Change in the fair value of financial instruments 49 – 49
Earnings of associates and joint arrangements2– 2
Net interest expense (90) (1)(91)
Profit before tax325325
Tax exp e nse (91) – (91)
Profit for the year attributable to owners of the parent 234 – 234
CONSOLIDATED BALANCE SHEET
Contract assets – 3 3
Lease assets (Property, plant and equipment) – 12 12
Lease liabilities (Borrowings) – (15) (15)
Fair value adjustments (Borrowings)(51)19(32)
Non-current financial instruments (73) – (73)
Deferred tax liability (1,131) – (1,131)
Retained earnings (145)(19) (164)
Cash flow hedge reserve 24 – 24
NOTE 2. SEGMENT REPORTING
IDENTIFICATION OF REPORTABLE SEGMENTS
The operating segments are identified by management based on the nature of the products and services provided. Discrete financial information about each
of these operating businesses is reported to the Chief Executive, being the chief operating decision-maker, on at least a monthly basis, who assesses the
performance of the operating segments on a measure of EBITDAF. Segment EBITDAF represents profit earned by each segment, exclusive of any allocation
of central administration costs, share of earnings of associates, change in fair value of financial instruments, depreciation, amortisation, impairments, finance
costs and tax expense. Operating segments are aggregated into reportable segments only if they share similar economic characteristics.
TYPES OF PRODUCTS AND SERVICES
Energy Markets
The energy markets segment encompasses activity associated with the electricity production, electricity trading, and sale of energy and related services and
products to customers, and generation development activities.
Other Segments
Other operating segments that are not considered to be reporting segments are grouped together as “Other Segments”. Activities include metering, sales of
solar equipment, and international geothermal operations.
OUR ANNUAL REPORT 2019
Unallocated
Represents corporate support services and related elimination adjustments.
Inter-segment
Transactions between segments are carried out on normal commercial terms and represent charges by Other Segments to Energy Markets.
SEGMENT RESULTS
June 2019
Energy
Markets
$M
Other
Segments
$M
Unallocated
$M
Inter–
segment
$M
Total
$M
Total segment revenue 1,975 37 4 (16) 2,000
Direct costs (1,306) (6) – 16 (1,296)
Other operating expenses (127) (13) (59) – (199)
Segment EBITDAF 542 18 (55) – 505
June 2018
Energy
Markets
$M
Other
Segments
$M
Unallocated
$M
Inter–
segment
$M
Total
$M
Total segment revenue1,768 53 2 (25)1,798
Direct costs(1,046)(6) – 25 (1,027)
Other operating expenses(130)(17)(58) – (205)
Segment EBITDAF592 30 (56) – 566
The operating results for Metrix for the period up to 1 March 2019 is shown in “Other Segments” above.
NOTE 3. NON-STATUTORY MEASURE – UNDERLYING EARNINGS
Underlying earnings is presented to enable stakeholders to make an assessment and comparison of earnings after removing one-off and/or infrequently
occurring events (exceeding $10 million of net profit before tax), impairments and any changes in the fair value of derivative financial instruments or any
equity accounted share of changes in the fair value of derivative financial instruments.
2019 $M2018 $M
PROFIT FOR THE YEAR357234
Change in the fair value of financial instruments(26)(49)
Equity accounted share of the change in the fair value of financial instruments of associate entities – (1)
Impairments/Gain on sale in metering business (177) –
Adjustments before tax expense(203)(50)
Tax exp e nse 7 14
Adjustments after tax expense(196)(36)
Underlying earnings after tax161 198
Tax has been applied on all taxable adjustments at 28%.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
NOTE 2. SEGMENT REPORTING (CONTINUED)
70 // 71
FINANCIALS
NOTE 4. OTHER INCOME STATEMENT DISCLOSURES
2019 $M2018 $M
Sales – electricity generation 944655
Sales to customers and derivatives1,0131,096
Other revenue 43 47
Total revenue2,000 1,798
Energy costs (802)(527)
Line charges (422)(437)
Other direct cost of sales, excluding third-party metering (33)(32)
Direct costs of other revenue (6)(6)
Third-party metering (33)(25)
Employee compensation and benefits (86)(87)
Maintenance expenses (42)(51)
Other expenses (71)(67)
Total expenses (1,495)(1,232)
Interest expense ( 74) (93)
Lease interest expense (2) –
Interest income 1 2
Net interest expense (75)(91)
RECONCILIATION OF INCOME TO SEGMENT REPORTING
Sales - Electricity
generation
Sales to customers
and derivativesOther revenue
Total segment
revenue
June 2019$M$M$M$M
Energy Markets 944 1,013 18 1,975
Other Segments - - 37 37
Unallocated - - 4 4
Inter-segment - - (16) (16)
Total revenue 944 1,013 43 2,000
Sales - Electricity
generation
Sales to customers
and derivativesOther revenue
Total segment
revenue
June 2018$M$M$M$M
Energy Markets 655 1,09617 1,768
Other Segments - - 5353
Unallocated - - 22
Inter-segment - - (25) (25)
Total revenue 655 1,096471,798
On 1 March 2019, the Company sold its smart-metering business, Metrix, to intelliHUB Group for a cash consideration of $272 million, resulting in a gain on
sale of $177 million. The Metrix contribution to 2019 EBITDAF was $20 million, and the annualised reduction to EBITDAF from the sale is $28 million.
Audit fees
Fees payable to EY, who are appointed by the Auditor-General, for the audit and review of the financial statements were $605,000 (2018: $590,000).
Non-audit services in relation to payroll advisory services were $33,000 (2018: $71,000). EY (US) also provided US tax compliance services in the amount of
$264,000 (2018: $247,000).
OUR ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
NOTE 5. SHARE CAPITAL AND DISTRIBUTION
The share capital of the Company is represented by 1,400,012,517 ordinary shares (2018: 1,400,012,517), issued and fully paid. The weighted average number
of shares on issue during the year, on both a basic and diluted basis, was 1,360,894,041 (2018: 1,374,982,137). These shares do not have a par value, have
equal voting rights, and share equally in dividends and any surplus on winding up.
2019 Number
of shares (M)2019 $M
2018 Number
of shares (M)2018 $M
Treasury shares
Balance at the beginning of the year39101 24 51
Acquisition of treasury shares––1550
Balance at the end of the year 39 10139101
Cents per share2019 $M2018 $M
Dividends declared and paid
Final dividend for 2017 8.8 – 121
Special dividend paid September 2017 5.0 – 69
Interim dividend for 2018 6.0 – 83
Final dividend for 2018 9.1 124 –
Interim dividend for 2019 6.2 84 –
208273
No imputation credits are available at 30 June 2019 (2018: $nil) as the imputation credit account has a deficit of $25 million (2018: deficit of $24 million).
The imputation credit account is required to have a surplus balance at 31 March each year.
N OT E 6. TA X AT IO N
2019 $M2018 $M
Income Tax
(i) Tax expense
Profit before tax430325
Prima facie tax expense at 28% on the profit before tax (120) (91)
Increase/(decrease) in tax expense due to:
• share of associates and joint ventures’ tax paid earnings – 1
• capital gain51–
• other differences (4)(1)
Tax expense attributable to profit from ordinary activities (73) (91)
Represented by:
Current tax expense (81)(97)
Deferred tax recognised in the income statement86
The tax expense charged to the income statement includes both the current year’s provision and the income tax effect of:
• taxable temporary differences, except those arising from initial recognition of goodwill; and
• deductible temporary differences to the extent that it is probable that they will be utilised.
72 // 73
FINANCIALS
Deferred Tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax and accounting bases of the Group’s assets and
liabilities. A deferred tax asset is only recognised to the extent that there will be future taxable profit to utilise the temporary difference.
Property, plant and equipment is held on capital account for income tax purposes. Where assets are revalued, with no similar adjustment to the tax base,
a taxable temporary difference is created that is recognised in deferred tax. The deferred tax liability on these revaluations is unlikely to crystallise in the
foreseeable future under existing income tax legislation.
Assets
2019 $M
Assets
2018 $M
Liabilities
2019 $M
Liabilities
2018 $M
Net
2019 $M
Net
2018 $M
(i) Recognised deferred tax assets and liabilities
Property, plant and equipment–– (1,185) (1,155) (1,185) (1,155)
Financial instruments 23 5 –– 23 5
Employee benefits and provisions 2 2 –– 2 2
Other 2 17 –– 2 17
27 24 (1,185) (1,155) (1,158) (1,131)
Property, plant
and equipment
$M
Financial
instruments
$M
Employee
entitlements
$M
Other
$M
Total
$M
(ii) Movement in deferred tax
Balance as at 1 July 2017 (1,155) 29 2 13 (1,111)
Charged/(credited) to the income statement17 (15) – 46
Charged/(credited) to other comprehensive income (17) (9) – – (26)
Balance as at 30 June 2018 (1,155) 5 217 (1,131)
Balance as at 1 July 2018 (1,155) 5217 (1,131)
Charged/(credited) to the income statement 26 (14) – (5) 7
Charged/(credited) to other comprehensive income(56)32 – (10) (34)
Balance as at 30 June 2019(1,185)23 2 2 (1,158)
Tax deductions for building depreciation were disallowed by the Inland Revenue from 1 July 2011. The Group has maintained the view that both hydro-electric
and geothermal powerhouse assets are plant and not buildings and therefore should not be captured by this change. Inland Revenue accepted the Group’s
view in respect of hydro-electric powerhouse assets, but not in respect of geothermal powerhouse assets.
In July 2019, the High Court issued its decision, in favour of Inland Revenue, that geothermal powerhouse assets were buildings for tax purposes. The Group
has decided not to appeal this decision. This has resulted in a one-off increase to tax expense of $6 million, an additional deferred tax liability of $3 million,
and an increase in provision for income tax of $3 million.
NOTE 7. INVENTORIES
Cost is determined on a weighted average basis and includes expenditure incurred in acquiring inventories and bringing them to their final condition and
location. Consumable stores of $23 million (2018: $26 million) are held to service and repair operating plant. Meter stock of $nil (2018: $9 million) is held in
inventory until it is deployed into the field, at which time it is transferred into property, plant and equipment.
OUR ANNUAL REPORT 2019
NOTE 8. PROPERTY, PLANT AND EQUIPMENT
Generation assets at
fair value $M
Meters at cost
$M
Other assets
at cost $M
Right-of-use
assets
Capital work in
progress at cost $MTotal $M
YEAR ENDED 30 JUNE 2018
Opening net book value 5,241 53 39 16 55 5,404
Additions 52 6 5 – 31 94
Transfers 25 – 3 – (28) –
Net revaluation movement 55 – – – – 55
Depreciation charge for the year (158) (11) (10) (4) – (183)
Closing net book value 5,215 48 37 12 58 5,370
Balance at 30 June 2018
Cost or valuation 5,352 178 137 30 58 5,755
Accumulated depreciation (137) (130) (100) (18) – (385)
Net book value 5,215 48 37 12 58 5,370
YEAR ENDED 30 JUNE 2019
Opening net book value 5,215 48 37 12 58 5,370
Additions 16 3 25 42 53 139
Transfers 30 – – – (30) –
Disposals(1) (45) (2) (1) (1) (50)
Net revaluation movement 250 – – – – 250
Depreciation charge for the year (163) (6) (8) (4) – (181)
Closing net book value 5,347 – 52 49 80 5,528
Balance at 30 June 2019
Cost or valuation5,347 23 125 59 80 5,634
Accumulated depreciation– (23) (73) (10) – (106)
Net book value 5,347 – 52 49 80 5,528
ASSETS CARRYING VALUES
The cost of property, plant and equipment purchased comprises the consideration given to acquire the assets, plus other directly attributable costs incurred
in bringing the assets to the location and condition necessary for their intended use.
The cost of property, plant and equipment constructed by the Group, including capital work in progress, includes the cost of all materials used in
construction, associated direct labour and an appropriate proportion of variable and fixed overheads. Financing costs attributable to a project are capitalised
at the Group’s specific project finance interest rate, where these meet certain time and monetary materiality limits. Costs of testing whether the assets are
functioning properly, after deducting the net proceeds from power generation, are also capitalised. Costs cease to be capitalised as soon as an asset is ready
for productive use.
Costs incurred in obtaining resource consents are capitalised and recognised as a non-current asset where it is probable they will give rise to future economic
benefits. These costs are depreciated over the life of the consent on a straight-line basis.
Generation plant and equipment is measured at fair value less accumulated depreciation. Any surplus on revaluation of an individual item of property, plant
and equipment is transferred directly to the asset revaluation reserve unless it offsets a previous decrease in value recognised in the income statement, in
which case it is recognised in the income statement. A deficit on revaluation of an individual item of property, plant and equipment is recognised in the
income statement in the period it arises where it exceeds any surplus previously transferred to the asset revaluation reserve. Any accumulated depreciation at
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
74 // 75
FINANCIALS
the date of the revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
Additions to property, plant and equipment stated at valuation subsequent to the most recent valuation are recorded at cost. All other items of property,
plant and equipment are recorded at cost less depreciation and impairments.
Right-of-use assets comprise property and motor vehicles and represents the Group’s right to use those underlying assets as a lessee under
lease agreements.
ASSETS CARRIED AT FAIR VALUE
All generation assets shown at valuation (except Resource Management Act consents) were revalued using a net present value methodology by
PricewaterhouseCoopers, an independent valuer, as at 30 June 2019. This resulted in an increase to the carrying value of the Group’s hydro and geothermal
generation assets of $151 million and $99 million respectively in the current year. This is in addition to the $55 million revaluation increase recognised across
the Group’s geothermal generation assets in 2018. As a consequence of the revaluation, accumulated depreciation on these hydro and geothermal assets
has been reset to nil.
The key assumptions that are used in the valuation include the forecast of the future wholesale electricity price path, volumes, projected operational
and capital expenditure, capacity and life assumptions and discount rate. In all cases there is an element of judgement required as they make use of
unobservable inputs including wholesale electricity prices of between $75/MWh and $106/MWh (2018: $63/MWh and $105/MWh), average operational
expenditure of $158 million p.a. (2018: $160 million p.a.), net average production volumes of 6,703GWh p.a. (2018: 6,620GWh p.a.) and a post-tax discount
rate of between 7.2% and 7.6% (2018: 7.5% and 7.9%). The valuation also assumed the ongoing operation of New Zealand Aluminium Smelters Limited at
Tiwai Point, no material changes to the wholesale market regulatory regime, hydro and geothermal fuel supply being sustained over the modelled horizon
and no material changes to generation consent conditions. The discounted cash flow valuation approach assumes 100% control and consequently a control
premium should be applied if using an equity valuation technique to derive comparative asset values.
The following table outlines the valuation impact of changes to assumptions, keeping all other valuation inputs constant, that the valuation is most sensitive to.
SensitivityValuation impact
2019 $M2018 $M
Future wholesale electricity price path+/- 10%$833 / ($837)$783 / ($790)
Discount rate+/- 0.5%($531) / $641($496) / $592
Operational expenditure+/- 10%($235) / $235($231) / $230
The carrying amount of revalued generation assets, had they been recognised at cost, would have been $1,937 million (2018: $1,977 million).
Depreciation
Depreciation is provided on a straight-line basis on all property, plant and equipment other than freehold land, capital work in progress, and exploration and
evaluation assets, so as to write down the assets to their estimated residual value over their expected useful lives.
The annual depreciation rates are as follows:
20192018
Office fixture and fittings, including fit-out2-50%2-50%
Generation assets:
• Hydro and thermal generation1-33%1-33%
• Other generation2-33%2-33%
Computer hardware and tangible software5-50%5-50%
Other plant and equipment2-50%2-50%
Vehicles5-33%5-33%
OUR ANNUAL REPORT 2019
NOTE 9. INTANGIBLE ASSETS
Intangible
software
$M
Rights
$M
Emissions
units
$M
Work in
progress
$M
Total
$M
YEAR ENDED 30 JUNE 2018
Opening net book value 17 22 14 34 87
Additions 20 – 7 10 37
Transfers 34 – – (34) –
Surrendered units – – (5) – (5)
Amortisation for the year (16) (2) – – (18)
Closing net book amount 55 20 16 10 101
BALANCE AT 30 JUNE 2018
Cost 194 34 16 10 254
Accumulated amortisation (139) (14)–– (153)
Net book value 55 20 16 10 101
YEAR ENDED 30 JUNE 2019
Opening net book value 55 20 16 10 101
Additions 13 1 7 8 29
Transfers 10 –– (10)–
Disposals(20)––(2)(22)
Amortisation for the year (22) (1)–– (23)
Closing net book amount 36 20 23 6 85
BALANCE AT 30 JUNE 2019
Cost 149 34 236212
Accumulated amortisation (113) (14) – – (127)
Net book value362023685
Software
Acquired computer software licences are capitalised on the basis of the
costs incurred to acquire and bring to use. These costs are amortised over
their remaining estimated useful lives of between 2 and 15 years (2018:
between 2 and 15 years). As these assets are deemed to have a finite life,
impairment testing will only be performed when there is an indication that
the intangible asset may be impaired.
Rights
Rights, of which land access rights are the most significant, acquired to
further the Group’s generation development programme are stated at
cost less accumulated amortisation and any accumulated impairment
losses. Rights, which have a finite life, are amortised over the life of the
rights, which range from 3 to 25 years (2018: 3 to 25 years). Testing for
impairment will only arise when there is an indication that the asset may
be impaired.
Emissions units and emissions obligations
Emissions units that have been allocated by the Government under the
Projects to Reduce Emissions scheme are recorded at nominal value
(nil value). Purchased emissions units are recorded at cost (purchase
price). Emissions units, whether allocated or purchased, are recorded as
intangible assets. Emissions units are not revalued subsequent to initial
recognition.
Emissions units that are surrendered to creditors in compensation for
their emissions obligations are recognised as an expense in the income
statement and a reduction to intangible assets in the balance sheet,
based on the weighted average cost of the units surrendered.
Emissions obligations are recognised as a current liability as the obligation
is incurred. Up to the level of units held, the liability is recorded at the
carrying value of those units intended to settle the liability. Forward
contracts for the purchase of emissions units are recognised when the
contracts are settled.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
76 // 77
FINANCIALS
NOTE 10. INVESTMENT AND ADVANCES TO ASSOCIATES AND JOINT ARRANGEMENTS
(JOINT VENTURES AND JOINT OPERATIONS)
The Group financial statements include the following:
Interest held
Name of entityPrincipal activityType20192018Country
TPC Holdings LimitedInvestment holdingAssociate25.00%25.00%New Zealand
RotokawaSteamfield operationJoint operation64.80%64.80%New Zealand
Ngā Awa PurūaElectricity generationJoint operation65.00%65.00%New Zealand
EnergySource LLCInvestment holdingJoint venture20.86%20.86%United States
EnergySource Minerals LLCMineral extractionJoint venture20.84%20.84%United States
Hudson Ranch I Holdings LLCElectricity generationJoint venture75.00%75.00%United States
AssociatesJoint ventures
2019 $M2018 $M2019 $M2018 $M
Balance at the beginning of the year 88 76 – –
Share of earnings 1 2 – –
Share of movement in other comprehensive income (9) 14 – –
Distributions received during the year (4) (4) – –
Balance at the end of the year 76 88 – –
At the end of the year the Group had outstanding advances to its Rotokawa joint venture partner in the amount of $6 million (2018: $7 million) and its
associate TPC Holdings Limited of $4 million (2018: $4 million). For terms and conditions of these related party receivables refer to note 17.
In compliance with the equity method under NZ IAS 28 – Investments in Associates and Joint Ventures, the Group has yet to recognise its share of losses
relating to EnergySource LLC amounting to US$3 million (2018: US$3 million).
At the end of the year the Group had 19.97% (2018: 19.99%) shareholding in Tilt Renewables Limited, a listed company on the NZSX and ASX, and this is
recognised as an investment at fair value through the income statement, with a market value of $2.49 per share or $234 million as at 30 June 2019 (2018:
$2.07 per share or $130 million). During the year, the Group contributed $55 million of equity funding to participate in a capital raise by Tilt Renewables
Limited to fund the Dundonnell windfarm project in Victoria, Australia.
NOTE 11. RECEIVABLES, PAYABLES AND ACCRUALS
2019 $M2018 $M
RECEIVABLES
Trade receivables and accruals248 219
Allowance for impairment loss (1) (2)
Net trade receivables and accruals247 217
Prepayments 9 9
256 226
Customers are typically invoiced on a monthly basis. Revenue from large commercial and industrial customers is billed on a calendar month basis, while for
mass market customers billing occurs on a rolling cycle each month and over the year. Revenue accruals for unread gas and electricity meters at balance
date involves an estimate of consumption for each unread meter, based on the customer's past consumption history. Generation revenue is derived mostly
from generation sales to the New Zealand wholesale market at the prevailing spot price at the grid injection point. Revenue is invoiced by the Wholesale
Market Clearing Manager on a calendar month basis reflecting actual metered generation at the stations.
OUR ANNUAL REPORT 2019
Trade receivables are non-interest bearing and are generally on 30-day terms. For terms and conditions of related party receivables, refer to note 17.
The Group recognises an allowance for impairment loss when there is objective evidence that the Group will not be able to collect amounts due according to
the original terms of the receivable. An allowance charge of $2 million (2018: $3 million) was recognised during the year. Receivables of $3 million (2018: $3
million) which were deemed uncollectable were written off.
Expected credit loss
The Company applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade
receivables.
To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are based on the payment
profiles of sales over a 12-month period before 30 June 2019 and the corresponding historical credit losses during the period, adjusted for any significant
known amounts that are not receivable.
On that basis the following table details the loss allowance at 30 June 2019:
More than 30
days past due
More than 60
days past due
More than 90
days past dueTotal
Expected loss rate%42759
Gross carrying amount – trade receivable$M6118
Loss allowance$M – – 11
2019 $M2018 $M
Movements in the allowance for impairment loss were as follows:
Balance at the beginning of the year22
Charge for the year23
Amounts written off(3)(3)
Balance at the end of the year12
2019 $M2018 $M
Payables and accruals
Trade payables and accruals187179
Employee entitlements78
Sundry creditors3117
225204
Trade payables are non-interest bearing and are normally settled on 30 to 60-day terms.
NOTE 11. RECEIVABLES, PAYABLES AND ACCRUALS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
78 // 79
FINANCIALS
CONTRACT ASSETS2019 $M2018 $M
Contract assets
Opening balance34
Additions33
Amortised to revenue –(1)
Amortised to operating expenses(3)(3)
Closing balance 3 3
Of the total contract assets balance, $2 million is expected to be amortised within one year of the reporting period and the remainder between one and three
years of the reporting period end.
NOTE 12. PROVISIONS
2019 $M2018 $M
Balance at the beginning of the year51 54
Provisions made during the year6 1
Provisions used during the year – (2)
Provisions reversed during the year – (3)
Discounting movement21
Balance at the end of the year5951
Current – –
Non-current5951
5951
Provisions have been recognised for the abandonment and subsequent restoration of areas from which geothermal resources have been utilised.
The provision is calculated based on the present value of management’s best estimate of the expenditure required, and the likely timing of settlement.
Changes in these estimates made during the year are reported as an increase in provisions and a reduction in revaluation reserves. The increase in provision
resulting from the passage of time (the discount effect) is recognised as an interest expense.
OUR ANNUAL REPORT 2019
NOTE 13. BORROWINGS
Borrowing currency
denominationMaturity Coupon 2019 $M2018 $M
Bank facilitiesNZDVariousFloating – 91
Commercial paper programmeNZD< 3 monthsFloating199 170
Wholesale bondsNZDMar–20195.03% – 76
Capital bondsNZDJul–20196.90%305 305
Wholesale bondsNZDFeb–20208.21%31 31
USPP – US$125mUSDDec–20204.25%163 163
Wholesale/credit wrapperNZDSep–2021Floating300 300
USPP – US$30mUSDDec–20224.35%39 39
Wholesale bondsNZDMar–20235.79%26 25
USPP – US$45mUSDDec–20254.60%59 59
Lease liabilities69 15
Deferred financing costs(1) (5)
Fair value adjustments4332
Carrying value of loans1,233 1,301
Current541 350
Non-current692951
1,2331,301
The Group has entered into a Master Trust Deed and Supplementary Trust Deeds for all its NZD denominated Senior Fixed and Floating Rate Bonds with the
New Zealand Guardian Trust Group Limited, acting as trustee for the holders. The Group has agreed, subject to certain exceptions, not to create or permit
to exist a security interest over or affecting its assets to secure indebtedness, and to maintain certain financial covenants. There has been no breach of the
terms of these deeds.
The Group has entered into a negative pledge deed in favour of its bank financiers in which the Group has agreed, subject to certain exceptions, not to create
or permit to exist a security interest over or affecting its assets to secure its indebtedness, and to maintain certain financial ratios in relation to the Group.
These undertakings and covenants also apply to the US Private Placement (USPP) terms and conditions. There has been no breach of the terms of this deed
or the terms and conditions of the USPP.
The Group has $500 million of committed and unsecured bank loan facilities as at 30 June 2019 (30 June 2018: $650 million). The Company executed
$100 million of new facilities, cancelled $150 million of facilities, and $100 million of facilities matured during the reporting period. Of the loan facilities of
$500 million, $100 million expires in June 2021, $100 million expires in August 2022, $100 million expires in October 2022, and a rolling bank loan of $200
million currently expires in December 2020.
The Company has a $200 million Commercial Paper programme which is fully backed by committed and undrawn bank facilities. Notes issued under the
programme are short-term money market instruments, unsecured and unsubordinated and targeted at professional investors. The programme is rated A2
b y S & P.
On 11 July 2019 the Company fully redeemed its $300 million of subordinated capital bonds, and reissued a further $300 million of subordinated capital
bonds at a rate of 3.6%. Refer to note 20 for further details.
The Group has entered into various lease contracts for the right to use land and buildings, motor vehicles and office equipment and is also deemed to be a
lessee of transmission equipment. During the year, the Group commenced a 12-year lease for its new Auckland office.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
80 // 81
FINANCIALS
NOTE 14. FINANCIAL RISK MANAGEMENT
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to proactively manage these risks with the
aim of protecting shareholder wealth. Exposure to price, credit, foreign exchange, liquidity and interest rate risks arise in the normal course of the Group’s
business. The Group’s principal financial instruments comprise cash and cash equivalents, trade receivables and accruals (not prepayments), advances,
payables and accruals, borrowings and derivative financial instruments.
(A) MARKET RISK
Price risk – energy contracts
The Group enters into energy contracts that establish a fixed price at which future specified quantities of electricity are purchased and sold. The energy
contracts are periodically settled with any difference between the contract price and the spot market price settled between the parties. At balance date, the
principal value of energy contracts, including both buy and sell contracts, with remaining terms of up to 12 years (2018: 13 years), were $1,506 million (2018:
$1,520 million).
Foreign exchange risk
The Group is exposed to foreign exchange risk as a result of transactions denominated in a currency other than the Group’s functional currency. The
currencies giving rise to this risk are primarily US Dollar, Japanese Yen, Euro and Yuan.
Foreign exchange risk arises from future commercial transactions (including the purchase of capital equipment and maintenance services), recognised
assets and liabilities (including borrowings), and net investments in foreign operations. It is the Group’s policy to enter into forward exchange contracts to
hedge its committed expenditure programme. At balance date the principal or contract amounts of foreign currency forward exchange contracts were $102
million (2018: $21 million).
Interest rate risk
The Group has exposure to interest rate risk to the extent that it borrows for fixed terms at floating interest rates. The Group uses interest rate swaps and
interest rate options to manage this exposure. At balance date, the contract principal amount of interest rate swaps outstanding (including forward starts)
was $2,095 million (2018: $2,466 million).
Sensitivity analysis
The following summarises the potential impact of increases or decreases in the relevant market risk exposures of the Group on post-tax profit and on other
components of equity. The analysis does not take into account dynamic market response over time, which could be material.
Price risk
Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.
Impact on post-tax profitImpact on equity
2019 $M2018 $M2019 $M2018 $M
Group
Electricity forward price increased by 10%(12)(8)(33)(26)
Electricity forward price decreased by 10%12 8 33 21
OUR ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
Foreign exchange risk
Sensitivity analysis is based on the impact of the New Zealand Dollar weakening or strengthening against the most significant currencies for which the Group
has foreign exchange exposure, allowing for reasonably possible movements in foreign exchange rates over a one-year period based on the average actual
movements experienced over the prior 10 years.
Impact on post-tax profitImpact on equity
2019 $M2018 $M2019 $M2018 $M
New Zealand Dollar – Euro
Currency strengthens by 10% – – (3) (1)
Currency weakens by 10% – – 31
New Zealand Dollar – USD
Currency strengthens by 10% – –(2) –
Currency weakens by 10% – –2 –
New Zealand Dollar – Yuan
Currency strengthens by 10% – –(2) –
Currency weakens by 10% – –2 –
Interest rate risk
Sensitivity analysis is based on an assessment of the reasonably possible movement in the 10-year swap rate over a one-year period based on actual
movements over the past 10 years. The movement in post-tax profits are due to higher/lower interest costs from variable rate debt and cash balances,
combined with the result of fair value changes in interest rate swaps and options that are valid economic hedges but which do not qualify for hedge
accounting under NZ IFRS 9. The movements in other components of equity result from fair value changes in interest rate swaps and options that have
qualified for hedge accounting.
Impact on post-tax profitImpact on equity
2019 $M2018 $M2019 $M2018 $M
Interest rates higher by 100 bps (4)(6)13 20
Interest rates lower by 100 bps4 6 (16)(21)
(B) CREDIT RISK
The Group manages its exposure to credit risk under policies approved by the Board of Directors. The Group performs credit assessments on all electricity
customers and normally requires a bond from commercial customers who have yet to establish a suitable credit history. Customer bonds are held in a
separate bank account.
It is the Group’s policy to only enter into derivative transactions with banks with which it has entered into an ISDA master agreement, and which have a
minimum long-term S&P (or Moody’s equivalent) credit rating of A- or higher.
With respect to energy contracts, the Group has potential credit risk exposure to the counterparty dependent on the current market price relative to
contracted price until maturity.
In the event of a failure by a retailer to settle its obligations to the Energy Clearing House, following the exhaustion of its prudential security, a proportionate
share of the shortfall will be assumed by all generator class market participants. The Group consequently will be impacted in the event that this occurs.
The carrying amounts of financial assets recognised in the balance sheet best represent the Group’s maximum exposure to credit risk at the reporting date,
without taking account of any collateral held by way of customer bonds.
NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)
82 // 83
FINANCIALS
(C) LIQUIDITY RISK
The Group manages its exposure to liquidity risk under policies approved by the Board of Directors. Policies require that prescribed headroom is available in
undrawn and committed facilities to cover unanticipated needs and that a limited amount of facilities mature over the immediate 12 month forward-looking
period. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of various funding sources.
Non-derivative financial liabilities
The following liquidity risk disclosures reflect all contractually fixed pay-offs, repayments and interest from recognised non-derivative financial liabilities. The
timing of cash flows for non-derivative financial liabilities is based on the contractual terms of the underlying contract. It should be noted that the amounts
presented are contractual, undiscounted cash flows; consequently, the totals will not reconcile with the amounts recognised in the balance sheet.
While the tables below give the impression of a liquidity shortfall, the analysis does not take into account expected future operating cash flows or committed
and undrawn debt facilities that will provide additional liquidity support.
Less than
6 months
$M
6 to 12
months
$M
1 to 5
years
$M
Later than
5 years
$M
Total
$M
JUNE 2019
Liquid financial assets
Cash and cash equivalents 94 – – – 94
Receivables 256 – – – 256
350 – – – 350
Financial liabilities
Payables and accruals(216) – (9) – (225)
Loans (219)(46) (601) ( 743) (1,609)
Lease liabilities(4)(4)(31)(52)(91)
(439) (50) (641) (795) (1,925)
Net inflow/(outflow)(89) (50)(641) (795) (1,575)
Less than 6
months
$M
6 to 12
months
$M
1 to 5 years
$M
Later than
5 years
$M
Total
$M
JUNE 2018
Liquid financial assets
Cash and cash equivalents5 – – – 5
Receivables226 – – – 226
231 – – – 231
Financial liabilities
Payables and accruals (198) – (6) – (204)
Loans (285)(98) (668)(770) (1,821)
Lease liabilities(4)(4)(29)(60)(97)
(487) (102) (703) (830) (2,122)
Net inflow/(outflow) (256) (102)(703) (830)(1,891)
OUR ANNUAL REPORT 2019
NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
Derivative financial liabilities
The table below details the liquidity risk arising from derivative liabilities held by the Group at balance date. Net settled derivatives include interest
rate derivatives and electricity price derivatives. Gross settled derivatives relate to foreign exchange derivatives that are used to hedge future purchase
commitments. Foreign exchange derivatives may be rolled on an instalment basis until the underlying transaction occurs. While the maturity of these
derivatives are short term the underlying expenditure is forecast to occur over different time periods. The table also summarises the payments that are
expected to be made in relation to derivative liabilities. The Group also expects to receive funds relating to derivative asset settlements. The expectation of
cash receipts in relation to derivative assets should also be considered when assessing the ability of the Group to meet its obligations.
Less than
6 months
$M
6 to 12
months
$M
1 to 5 years
$M
Later than
5 years
$M
Total
$M
JUNE 2019
Derivative liabilities – net settled (64) (51) (119) (16) (250)
Derivative liabilities – gross settled
• Inflows 104 ––– 104
• Outflows (102)––– (102)
Net maturity (62) (51) (119) (16) (248)
Less than
6 months
$M
6 to 12
months
$M
1 to 5 years
$M
Later than
5 years
$M
Total
$M
JUNE 2018
Derivative liabilities – net settled(27)(12)(52)(15) (106)
Derivative liabilities – gross settled
• Inflows 19 1 – – 20
• Outflows (19)(1) – – (20)
Net maturity (27) (12) (52) (15) (106)
84 // 85
FINANCIALS
(D) FAIR VALUE ESTIMATION
Fair values
The carrying amount of financial assets and liabilities recorded in the financial statements approximates their fair values except for: (i) the Fixed Rate Bonds,
the Floating Rate Bonds and the US Private Placement, the fair values for which have been calculated at $60 million (2018: $138 million), $296 million (2018:
$293 million) and $312 million (2018: $301 million) respectively; and (ii) the Capital Bonds, the fair value for which has been calculated at $305 million (2018:
$313 million). Fair values are based on quoted market prices and inputs for each bond issue.
Valuation techniques
The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:
• Level 1 – the fair value is calculated using quoted prices in active markets;
• Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(as prices) or indirectly (derived from prices); and
• Level 3 – the fair value is estimated using inputs that are not based on observable market data.
As at 30 June 2019 all of the Group’s financial instruments carried at fair value were categorised as level 2, except for electricity price derivatives.
Electricity price derivative assets of $44 million were categorised as level 1 (2018: $21 million) and $79 million were categorised as level 3 (2018: $63 million).
Electricity price derivative liabilities of $17 million were categorised as level 1 (2018: $1 million) and $138 million were categorised as level 3 (2018: $9 million).
Financial instruments that are measured using a valuation technique with only observable market inputs, or unobservable inputs that are not significant to
the overall valuation, include interest rate derivatives and foreign exchange derivatives not traded on a recognised exchange.
Financial instruments that use a valuation technique which includes non-market observable data include non-exchange traded electricity contracts which
are valued using a discounted cash flow methodology using a combination of ASX market prices for the first three years, combined with management’s
internal view of forward prices for the remainder of the contract’s term. Management’s internal view of forward prices incorporates a minimum price of
$69/MWh and a maximum price of $114/MWh (2018: minimum price of $63/MWh and a maximum price of $105/MWh) over the period in question (in
real terms) and is determined by a demand supply-based fundamental model which takes account of current hydrological conditions, future inflows, an
assessment of thermal fuel costs, anticipated demand and supply conditions, and future committed generation capacity.
Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument, there are two key inputs
being used: the forward price curve and the discount rate. Where the derivative is an option, then the volatility of the forward price is another key input.
The selection of inputs requires significant judgement, and therefore there is a range of reasonably possible assumptions in respect of these inputs that
could be used in estimating the fair values of these derivatives. Maximum use is made of observable market data when selecting inputs and developing
assumptions for the valuation technique.
OUR ANNUAL REPORT 2019
Level 3 sensitivity analysis
The following summarises the potential impact of increases or decreases in price risk exposures of the Group on post-tax profit. Sensitivity analysis is based
on an assessment of the reasonably possible movements in forward price.
Impact on post-tax profit
2019 $M2018 $M
Group
Electricity forward price increased by 10%(6)(1)
Electricity forward price decreased by 10%6 1
2019 $M2018 $M
Reconciliation of level 3 fair value movements
Opening balance547
New contracts(28)2
Matured contracts18
Gains and losses
• Through the income statement (8) (7)
• Through other comprehensive income(78)44
Closing balance(59)54
Level 3 fair value movements recognised within the income statement of the Group are recognised within "change in the fair value of financial instruments".
Deferred 'inception' gains/(losses)
There is a presumption that when derivative contracts are entered into on an arm's length basis, fair value at inception would be zero. The contract price of
non exchange traded electricity derivative contracts are agreed on a bilateral basis, the pricing for which may differ from the prevailing derived market price
curve for a variety of reasons. In these circumstances an inception adjustment is made to bring the initial fair value of the contract to zero at inception.
This inception adjustment is amortised over the life of the contract by adjusting the future price path used to determine the fair value of the derivatives
by a constant amount to return the initial fair value to zero.
The table below details the movements in inception value gains/(losses) included in the fair value of derivative financial assets and liabilities as at 30 June.
2019 $M2018 $M
Electricity price derivatives
Opening deferred inception gains / (losses) (15) (8)
Deferred inception gains (losses) on new hedges 3 (5)
Deferred inception losses realised during the year – (2)
Closing balance (12) (15)
NOTE 14. FINANCIAL RISK MANAGEMENT (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
86 // 87
FINANCIALS
(E) CAPITAL RISK MANAGEMENT
Management seeks to maintain a sustainable financial structure for the Group having regard to the risks from predicted short- and medium-term economic,
market and hydrological conditions, along with estimated financial performance. Capital is managed to provide sufficient funds to undertake required asset
reinvestment as well as to finance new generation development projects and other growth opportunities to increase shareholder value at a rate similar to
comparable private-sector companies.
In order to maintain or adjust the capital structure, changes may be made to the amount paid as dividends to shareholders, capital may be returned or
injected, or assets sold to reduce borrowings.
Consistent with other companies in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is calculated as net debt divided
by total capital. Net debt is calculated as total borrowings (both current and non-current) less cash and cash equivalents. Total capital is calculated as
shareholders’ equity plus net debt. The gearing ratio is calculated below:
2019 $M2018 $M
Borrowings at carrying value1,233 1,301
Fair value adjustments US Private Placement(43)(32)
Less cash and cash equivalents(94)(5)
Net debt1,096 1,264
Total equity3,537 3,305
Total capital4,633 4,569
Gearing ratio23.7%27.7%
Under the negative pledge deed in favour of its bank financiers the Group must, in addition to not exceeding its maximum gearing ratio, exceed minimum
interest cover ratios and a minimum shareholder equity threshold.
The Group seeks to maintain a debt to EBITDAF ratio of less than 3.0 times, on average through time, to maintain credit metrics sufficient to support
its credit rating on an ongoing basis. For the purpose of calculating this ratio and consistent with the rating agency treatment, the calculation of debt
is deemed to be all senior debt and 50% of subordinated debt less cash and cash equivalents. For the year ended 30 June 2019, the Group had a debt to
EBITDAF ratio of 1.9 times (2018: 1.9 times).
OUR ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS
The fair values of derivative financial instruments, together with the designation of their hedging relationship, are summarised below, based on maturity date:
2019 $M2018 $M
CURRENT ASSETS
Interest rate derivative 6 11
Electricity price derivative 41 19
Foreign exchange derivative 2 –
Cross-currency interest rate derivative 1 1
50 31
CURRENT LIABILITIES
Interest rate derivative 4 18
Electricity price derivative 40 5
Cross-currency interest rate derivative 1 1
45 24
NON-CURRENT ASSETS
Interest rate derivative 2 11
Electricity price derivative 82 64
Cross-currency interest rate derivative 45 35
129 110
NON-CURRENT LIABILITIES
Interest rate derivative 91 65
Cross-currency interest rate derivative – margin2 7
Electricity price derivative 115 5
208 77
The majority of short-term low-value foreign exchange derivatives, and short-term low-value exchange-traded energy contracts, while economic hedges, are
not designated as hedges under NZ IFRS 9 but are treated as at fair value through profit and loss. All other interest rate derivatives (predominantly forward-
starting derivatives), interest rate derivatives and electricity prices derivatives (except those described below) are designated as cash flow hedges under NZ
IFRS 9.
Cross-currency interest rate swaps, which are used to manage the combined interest and foreign currency risk on borrowings issued in foreign currency, have
been split into two components for the purpose of hedge designation. The hedge of the benchmark interest rate is designated as a fair value hedge and the
hedge of the issuance margin is designated as a cash flow hedge.
88 // 89
FINANCIALS
Electricity contracts not designated as hedges for accounting purposes
The Group has an electricity hedge contract with the Tuaropaki Power Company. The contract settles against a moving hedge index rather than wholesale
electricity prices.
Basis swaps: The Group has entered into a number of contracts to hedge wholesale electricity price risk between North Island and South Island generically
called basis swaps. The most significant is a contract with Meridian Energy which has a remaining life of six years.
The changes in fair values of derivative financial instruments recognised in the income statement and other comprehensive income are summarised below:
Income statement
Other comprehensive
income
2019 $M2018 $M2019 $M2018 $M
Cross-currency interest rate derivatives10 12 – –
Borrowings – fair value change (11) (12) – –
(1) – – –
Interest rate derivatives3 40 (30) (18)
Cross-currency interest rate derivatives – margin(1) – 1 2
Electricity price derivatives(26) 12 (92) 49
Foreign exchange rate derivatives – – 3 –
Ineffectiveness of cash flow hedges recognised in the income statement – (3) – –
Total change in fair value of financial instruments(25) 49 (118) 33
In addition to the fair value loss on derivative financial instruments, the Group also recognised a fair value gain on its investment in Tilt Renewables Limited of
$51 million.
MOVEMENT IN CASH FLOW HEDGE RESERVE2019 $M2018 $M
Opening balance (24) (53)
The effective portion of cash flow hedges recognised in the reserve (118) 33
Amortisation of fair values
1
1 (1)
The amount transferred to balance sheet (1) 5
Equity-accounted share of associates’ movement in other comprehensive income (9) 2
Tax effect of movements33 (10)
Closing balance (118) (24)
1. Amounts reclassified to the income statement recognised in amortisation
OUR ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
NOTE 16. RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOWS
FROM OPERATING ACTIVITIES
2019 $M2018 $M
Profit for the year357 234
Items classified as investing or financing activities
• Net interest accrual5 1
Adjustments for:
Depreciation and amortisation 204 197
Carbon costs – 4
Dividend income received from the investment in Tilt Renewables (1) (1)
Net (gain)/loss on sale of property, plant and equipment 1 (2)
Change in the fair value of financial instruments (26) (49)
Gain on sale (177) –
Movement in effect of discounting on long-term provisions 4 (3)
Share of earnings of associates and joint ventures 1 (2)
Other non-cash items (1) (1)
Net cash provided by operating activities before change in assets and liabilities 367 378
Change in assets and liabilities during the year:
• Decrease/(increase) in trade receivables and prepayments(26) 12
• (Increase)/decrease in consumable inventories4 (1)
• (Decrease)/increase in trade payables and accruals (9) (1)
• (Decrease)/increase in provision for tax (2) (6)
• Decrease in deferred tax (8) (6)
Net cash inflow from operating activities 326 376
90 // 91
FINANCIALS
NOTE 17. RELATED PARTY TRANSACTIONS
Majority shareholder
The majority shareholder of Mercury NZ Limited is the Government. All transactions with the Government and other entities wholly or partly owned by the
Government are on normal commercial terms. Transactions cover a variety of services including trading energy, postal, travel and tax.
Transactions with related parties
Mercury NZ Limited has investments in subsidiaries, associates and joint arrangements, all of which are considered related parties.
As these are consolidated financial statements, transactions between related parties within the Group have been eliminated. Consequently, only those
transactions between entities which have some owners external to the Group have been reported below:
Transaction value
2019 $M2018 $M
Associates
• Management fees and service agreements received1614
• Energy contract settlements received/(paid)146
Joint operations
• Management fees and service agreements received 12 11
• Energy contract settlements received/(paid)322
• Interest income 1 1
Energy contracts, management and other services are made on normal commercial terms.
An advance to TPC Holdings Limited of $4 million (2018: $4 million) is interest free and repayable on demand subject to certain conditions being met.
The long-term advance to our Rotokawa Joint Venture partner carries a floating interest rate. Repayments under the advance are linked to the level of
receipts under the geothermal energy supply agreement. There is no fixed repayment date; the agreement will terminate on full payment of the outstanding
balance.
No related party debts have been written off, forgiven, or any impairment charge booked.
Transaction value
2019
$000
2018
$000
Key management personnel compensation (paid and payable) comprised:
• Directors’ fees 990 960
• Benefits for the Chief Executive and Senior Management:
Salary and other short-term benefits 6,519 6,275
Share-based payments 532 553
8,0417,788
The year-on-year increase in directors’ fees is due to the appointment of an additional director in September 2017 to bring the Board to its full complement.
OUR ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2019
Other transactions with key management personnel
Key management personnel are those people with responsibility and authority for planning, directing and controlling the activities of the entity. Key
management personnel for the Group are considered to be the Directors and Senior Management.
Directors and employees of the Group deal with Mercury NZ Limited as electricity consumers on normal terms and conditions, with staff discounts for
employees, within the ordinary course of trading activities. A number of key management personnel also provide directorship services to other third-party
entities. A number of these entities transacted with the Group, in all circumstances on normal commercial terms, during the reporting period.
A number of key management personnel provide directorship services to direct subsidiaries and other third-party entities as part of their employment
without receiving any additional remuneration. Again, a number of these entities transacted with the Group, in all circumstances on normal commercial
terms, in the reporting period.
The Group purchases directors and officers insurance for the benefit of key management personnel in relation to the services they provide to the Group.
NOTE 18. COMMITMENTS AND CONTINGENCIES
Capital
Other operating
commitments
Commitments
2019 $M2018 $M2019 $M2018 $M
Within one year 198 40 7 7
One to five years 129 42 31 17
Later than five years 14 24 173 63
341 106 211 87
Capital commitments include both commitments to purchase property, plant and equipment as well as intangible commitments. Intangible commitments
include commitments to purchase emissions units. In the event the New Zealand Emissions Trading Scheme (NZ ETS) is terminated, the existing forward
purchase agreements for the acquisition of emissions units, which cover the nine-year period from the end of the reporting period, will also terminate
Operating lease commitments disclosed at the end of the previous reporting period are substantially the same as the lease liabilities disclosed as at 30 June
2018 after adjusting for the effect of discounting.
Contingencies
The Group holds land and has interests in fresh water and geothermal resources that are subject to claims that have been brought against the Government.
On 29 August 2014, the Supreme Court gave its decision in Paki v Attorney-General and dismissed the claimants’ action seeking a declaration that the
Government holds those parts of the bed of the Waikato River which adjoin former Pouākani land on trust for the Pouākani people on the basis it was
incorrectly advanced. The Supreme Court decision has left open the possibility of further litigation in respect of ownership of that land currently held by the
Group. The Group has received advice that it may proceed with a high degree of confidence that future decisions on the matter will not impair the Group's
ability to operate its hydro assets.
The Group holds land at Maraetai, Waikato, that is subject to a remedies hearing brought against the Government in the Waitangi Tribunal pursuant to
the Treaty of Waitangi Act 1975. The remedies hearing relates to an application seeking binding recommendations for the resumption of land at Pouākani,
including the Group’s land at Maraetai. The Group has received advice that the Tribunal’s decision on the matter is unlikely to impair the Group’s ability to
operate its hydro assets.
A separate claim by the New Zealand Maori Council relating to fresh water and geothermal resources was lodged in 2012 with the Waitangi Tribunal.
The Tribunal concluded that Maori have residual (but as yet undefined) proprietary rights in fresh water and geothermal resources and it will be for the
Government to determine how any such rights and interests may best be addressed. The impact of this claim on the Group’s operations is unknown at
this time.
From time to time the Group will issue letters of credit and guarantees to various suppliers in the normal course of business. However, there is no expectation
that any outflow of resource relating to these letters of credit or guarantees will be required as a consequence.
The Group has no other material contingent assets or liabilities.
NOTE 17. RELATED PARTY TRANSACTIONS (CONTINUED)
92 // 93
FINANCIALS
NOTE 19. SHARE-BASED PAYMENTS
Long-term incentive plan
The Group operates an equity-settled, share-based, long-term incentive (LTI) plan for senior executives. The plan is designed to enhance the alignment
between shareholders and those executives most able to influence the performance of the Group. Under the plan, the senior executives purchase shares
at market value funded by an interest-free loan from the Group, with the shares held on trust by the Trustee of the LTI plan until the end of the vesting
period. Vesting of shares is dependent on continued employment through the vesting period and the Group’s relative total shareholder return. If the shares
vest, executives are entitled to a cash amount which, after deduction for tax, is equal to the initial loan balance for the shares which have vested. That cash
amount must be applied towards repayment of their loan balance and the corresponding shares are released by the trustee to the individual. The vesting
periods for the plan are June 2019, June 2020 and June 2021. Under the plan, a relative total shareholder return measure is used. Performance is measured
against a combination of: (i) other electricity generators who are listed on the NZSX; and (ii) all NZX50 companies, both as at the start of the vesting period.
The LTI plan represents the grant of in-substance nil-price options to executives. During the year, the Group expensed $531,516 in relation to equity-settled,
share-based payment transactions (2018: $552,990).
Movements in the number of share options are as follows:
20192018
Balance at the beginning of the year 745,97 1 668,810
Options granted 277,001 260,118
Options expired (199,735) (3,660)
Options exercised - (179,297)
Balance at the end of the year823,237 745,97 1
A total of 286,118 options were exercisable at the end of the year (2018: 199,735) with the remaining options under the plan having a weighted average life of
1.5 years (2018: 1.5 years).
NOTE 20. SUBSEQUENT EVENTS
On 11 July 2019 the Company redeemed the existing $300 million MCY010 bonds and issued $300 million of new unsecured, subordinated bonds
(MCY020). The MCY020 bonds are due to mature in July 2049, unless redeemed earlier, and have a fixed interest rate of 3.6% through to the first reset date,
11 July 2024.
On 17 July 2019 the Board of Tilt Renewables Limited resolved to appoint Mercury's Chief Executive Fraser Whineray to its Board as a non-independent
director, effective from 19 July 2019. The Group is therefore deemed to have significant influence, but not control, over Tilt Renewables Limited from 19 July
2019 and as such it will be deemed an associate of the Group and qualify for equity accounting from that date.
The Board of Directors has approved a fully imputed final dividend of 9.3 cents per share to be paid on 30 September 2019.
There are no other material events subsequent to balance date that would affect the fair presentation of these financial statements.
OUR ANNUAL REPORT 2019
YOUR DIRECTORS.
PLEASE SEE OUR
WEBSITE FOR FULL
BIOGRAPHIES.
Please visit mercury.co.nz/leadership
JOAN WITHERS // CHAIRPRUE FLACKS // DIRECTORANDY LARK // DIRECTOR
JAMES MILLER // DIRECTOR
ANNA LISSAMAN // FUTURE DIRECTORMIKE TAITOKO // DIRECTORPATRICK STRANGE // DIRECTOR
SCOTT ST JOHN // DIRECTOR KEITH SMITH // DIRECTOR
94 // 95
OUR TEAM
YOUR EXECUTIVE TEAM.
FRASER WHINERAY //
CHIEF EXECUTIVE
KEVIN ANGLAND //
GENERAL MANAGER DIGITAL SERVICES
NICK CLARKE // GENERAL MANAGER
GEOTHERMAL & SAFETY
MATTHEW OLDE
//
GENERAL MANAGER
MARLENE STRAWSON // GENERAL MANAGER
PEOPLE & PERFORMANCE
TONY NAGEL // GENERAL MANAGER
CORPORATE AFFAIRS
PHIL GIBSON // GENERAL MANAGER
HYDRO & WHOLESALE
JULIA JACK //
CHIEF MARKETING OFFICER
WILLIAM MEEK //
CHIEF FINANCIAL OFFICER
OUR ANNUAL REPORT 2019
INTEGRATED REPORTING.
In this report and across our disclosures, we continue to refine our approach to provide transparent and
easily understood information.
To ensure our disclosures meet the expectations of stakeholders, we use the principles of the
International Integrated Reporting Framework <IR>. This requires organisations to reflect on six capitals
that are essential for value creation. Within Mercury the language familiar to us and our stakeholders is
“our pillars”. To assist with reconciling, this is how our pillars align with the <IR> capitals:
This report has been prepared in accordance with the Global Reporting Initiative (GRI) Standards.
We are developing our use of other frameworks, such as the Task Force for Climate-related Financial
Disclosures (TCFD), to ensure our disclosures reflect global standards. GRI and TCFD Indices can be
found on the pages that follow.
We will continue to review and report openly and honestly on our performance on a regular basis to
ensure transparency. We look forward to sharing our progress.
MERCURY’S PILLARS<IR> CAPITALS
CUSTOMER
SOCIAL &
RELATIONSHIP
PARTNERSHIPS
KAITIAKITANGA
NATURAL
MANUFACTURED
PEOPLE
HUMAN
INTELLECTUAL
COMMERCIALFINANCIAL
96 // 97
CUSTOMERS
GOVERNMENT &
REGULATORS
EMPLOYEES
• Our customer engagement teams (via calls,
email, letters, direct mail)
• Our website, My Account portal and
Mercury Go App
• Social media
• Customer surveys and market research
• Our community partnerships, sponsorships
and events
• Formal scheduled meetings
• Responses to submissions
• Ministerial briefings
• Participation in energy industry events and
regulatory/political forums
• Hosting of site visits
• Engagement through the development
of external reports that we commission or
contribute to
• Board stakeholder forums
• Monthly one-to-one manager and
employee discussions
• Annual and check-in engagement surveys
• Specific events such as Company Days;
Grandstand meetings
• Our PowerUp induction programme
• Leadership forums
• A change supporters’ network
• Collaborative working tools such as Yammer
COMMUNITYPARTNERSHIPSSUPPLIERS
• Participation in community forums
• Sponsorship of and participation in events
within the communities in which we operate
• Responding to community river flow and
lake level requests
• Through the Waikato Catchment Ecological
Enhancement Trust (WCEET), we engage
on improvements to the natural and social
environments which the company depends
upon in the Waikato region
• Turitea wind farm Community Liaison Group
• Commercial joint ventures
• Customer reward partnerships
• Relationship managers dedicating time
and effort into understanding each other’s
business
• Educational institutions and training
• Research and Development
• Business review meetings
• Contract negotiations
• Supplier briefings
• Proactive engagement with industry
conferences
SHAREHOLDERS
& INVESTORS
INDUSTRY
PARTICIPANTS
IWI
• Material market updates
• Annual and half-year reports
• Earnings and dividends announcements
• Quarterly operating reports, adhering to the
principles of continuous disclosure
• Annual Shareholders’ Meeting (ASM)
• Briefings and institutional investor meetings
• Participation in industry groups and
initiatives such as StayLive, Girls with Hi-Vis®,
the Business Leaders Health and Safety
Forum, the Energy Retailers' Association of
New Zealand's (ERANZ) Policy Committee,
Business Energy Council Working Group,
Sustainable Business Council, and BusinessNZ
• Regularly attend and contribute to industry
events and conferences (e.g. Downstream)
• Attending stakeholder events organised by
sector participants
• Business review meetings
• Contract negotiations
• Engagement for proposed new work and
completing live work
• Conferences
• Participation in events
• Engagement on energy-related initiatives
contributing to energy freedom, such as
solar installations
REPORTING ON
WHAT MATTERS MOST.
HOW WE ENGAGE OUR STAKEHOLDERS
In 2017 we published a materiality matrix with 22 elements. In 2018 we refined this into 15 focus areas,
relating three to each of our pillars. We provide information on these material matters, both in this report
and on our website. Our view of the matters material to how Mercury creates value is informed by a broad
context, including stakeholder input.
OUR ANNUAL REPORT 2019
SUSTAINABILITY INDICES.
GRI INDEX STANDARDS CORE REPORTING
GRI standardDisclosure title LocationComments
GENERAL DISCLOSURES
ORGANISATIONAL PROFILE
GRI 102 General disclosures 2019
102-1Name of the organisationFront cover
102-2Activities, brands, products and servicesWho we are pp6-7, How we create value pp8-9
102-3Location of headquartersDirectory p125
102-4Location of operationsWho we are pp6-7
102-5Ownership and legal formDisclosures - Shareholder information pp118-119,
Company disclosures pp120-121
102-6Markets servedWho we are pp6-7
102-7Scale of the organizationWho we are pp6-7
102-8Information on employees and other workersWho we are pp6-7
102-9Supply chainCompany website "Corporate Governance"
supplier guiding principles:
issuu.com/mercurynz/docs/supplier_guiding_
principles__final_?e=25554184/55871954
Mercury has supplier
guiding principles
102-10Significant changes to the organisation and its
supply chain
Chief Executive update pp16-21Mercury divested itself of
Metrix, a metering
business, during the
reporting period
102-11Precautionary principle or approachGovernance at Mercury - Managing risk and
assurance p107
102-12External initiativesWho we are pp6-7, Company website - Making a
Difference in Communities:
www.mercury.co.nz/about/careers/employee-
community-fund.aspx, Company website -
Partnerships is in our DNA: www.mercury.co.nz/
about/partnerships
102-13Membership of associationsReporting on what matters most p97
STRATEGY
102-14Statement from senior decision-makerChief Executive update pp16-21
102-15Key impacts, risks and opportunitiesChief Executive update pp16-21, Our strategic goals
pp26-27
ETHICS AND INTEGRITY
102-16Values, principles, standards and norms of
behaviour
Governance at Mercury - Acting ethically and
responsibly pp107-109
GOVERNANCE
102-18Governance structure Governance at Mercury pp102-103
STAKEHOLDER ENGAGEMENT
102-40List of stakeholder groups Reporting on what matters most p97
102-42Identifying and selecting stakeholders Reporting on what matters most p97
102-43Approach to stakeholder engagementReporting on what matters most p97
102-44Key topics and concerns raisedReporting on what matters most p97, Our strategic
goals pp26-27
REPORTING PRACTICE
102-45Entities included in the consolidated
financial statements
Notes to the consolidated financial statements p68
102-46Defining report content and topic boundaries What matters most pp22-25, Our strategic goals
pp26-27
102-47List of material topics What matters most pp22-25, Our strategic goals
pp26-27
98 // 99SUSTAINABILITY INDICES
GRI standardDisclosure title LocationComments
102-48Restatements of informationThere are no
restatements of
information in the 2019
reporting period
102-49Changes in reporting Mercury continues to use
both GRI and <IR>
frameworks
102-50Reporting period Front cover
102-51Date of most recent report Front cover
102-52Reporting cycleFront cover
102-53Contact point for questions regarding the report Directory p125
102-54Claims of reporting in accordance with the GRI
Standards
Integrated reporting p96
102-55GRI content indexSustainability indices pp98-101
102-56External assurance This report has not been
externally assured
MANAGEMENT APPROACH
GRI 103 General disclosures 2019
103-1Explanation of the material topic and its BoundaryWhat matters most pp22-25, Our strategic goals
pp26-27
Material topicsDescriptionLocationBoundaries
GRI 200 Economic standard series
GRI 103Management approachOur strategic goals pp26-27, Financial
commentary pp56-59
Within the organisation
GRI 201 Economic performance
GRI 201Management approachOur strategic goals pp26-27, Financial
commentary pp56-59
Within the organisation
201-1Direct economic value generated and distributedFinancial commentary pp56-59Within and outside the
organisation
201-1Consolidated financial implications and other
risks and opportunities due to climate change
Our carbon profile pp44-45, Governance at
Mercury - Managing risk and assurance p107,
Notes to the consolidated financial statements
p90.
Within and outside the
organisation
GRI 300 Environmental standard series
GRI 103Management approachOur strategic goals pp26-27Within the organisation
GRI 303 Water
303-2Water sources significantly affected by withdrawal
of water
Company website - Water Management: www.
mercury.co.nz/about/sustainability/renewable-
energy/water-management
Within and outside the
organisation
GRI 305 Emissions
305-1Direct (Scope 1) GHG emissionsOur carbon profile pp44-45Within and outside the
organisation
305-2Energy indirect (Scope 2) GHG emissionsOur carbon profile pp44-45Within and outside the
organisation
305-3Other indirect (Scope 3) GHG emissionsOur carbon profile pp44-45Within and outside the
organisation
305-4Emissions intensityOur carbon profile pp44-45Within and outside the
organisation
GRI 307 Environmental compliance
3 07-1Non-compliance with environmental laws and
regulations
Mercury experienced no non-compliances with
environmental laws and regulations during the
reporting period
Within and outside the
organisation.
GRI 400 Social standards series
GRI 103Management approachOur strategic goals pp26-27Within the organisation
SPECIFIC STANDARD DISCLOSURES
OUR ANNUAL REPORT 2019
SUSTAINABILITY INDICES (CONTINUED)
SPECIFIC STANDARD DISCLOSURES (CONTINUED)
Material TopicsDescriptionLocationBoundaries
GRI103Management approachOur strategic goals pp26-27Within the organisation
EU1Installed capacity1397MWWithin the organisation
EU2Net energy outputWho we are pp6-7Within the organisation
EU3Number of customer connectionsWho we are pp6-7Within the organisation
EU5Allocation of CO2e allowancesOur carbon profile p44-45, Company wesbite - Climate positive
energy: www.mercury.co.nz/about/sustainability/climate-positive
Within and outside the
organisation
EU10Planned capacity against projected electricity
demand over the long term
A wonderful alliance, pp34-37, Wonderful flowing well into the
future pp50-53, Mercury FY2019 results presentation:
www.mercury.co.nz/investors/results-reports/presentations
Within and outside the
organisation
GRI103Management approachOur strategic goals pp26-27Within the organisation
SECTOR SPECIFIC: UTILITIES
Material topicsDescriptionLocationBoundaries
GRI401 Employment
401-1New employee hires and employee turnoverMercury hired 120 new employees in the
reporting period, employee turn-over was 14.27%
Within the organisation
401-2Benefits provided to full-time employees that are
not provided to temporary or part-time
employees
Company website: www.mercury.co.nz/about/
careers/life-at-mercury
Within the organisation
401-3Parental LeaveCompany website: www.mercury.co.nz/about/
careers/life-at-mercury
Within the organisation
GRI403 Occupational health
and safety
403-1Workers representation in formal joint
management-worker health and safety
committees
Management, including the executive team,
undertake regular site visits, lead safety
conversations with employees and contractors
and monitor the Company's safety performance.
Workers representatives hold a range of positions
on health and safety committees, including joint
chair of the geothermal committee
Within the organisation.
403-2Types of injury or rate of injury, occupational
diseases, lost days, and absenteeism, and
number of work-related fatalities
How we did this year pp4-5, Building blocks for
success p49
Within the organisation
GRI404 Training and education
404-2Programmes for upgrading employee skills and
transition assistance programmes
405 Mercury people completed at least one of
our 57 development training events & 878
Mercury people completed compliance e-learning
modules in FY19
Within the organisation
GRI405 Diversity and equal
opportunities
405-1Diversity of governance bodies and employeesWho we are pp6-7, Governance at Mercury -
Inclusion and diversity pp108-109
Within the organisation
GRI413 Local communities
413-1Operations with local community engagement,
impact assessments and development
programmes
A wonderful alliance pp34-37, Solar gives kiwi
brighter future pp38-43, Employee Community
Fund - www.mercury.co.nz/about/careers/
employee-community-fund.aspx
Within and outside the
organisation
413-2Operations with significant actual and potential
negative impacts on local communities
Company website - www.mercury.co.nz/about/
partnerships/iwi
Within and outside the
organisation
100 // 101SUSTAINABILITY INDICES
IssueTCFD RecommendationLocationPage No./url
GovernanceBoard oversight of climate-related risks and
opportunities
Annual Report 2019 Governance at Mercury - Mercury's Board,
Company website 2019 Corporate Governance Statement.
p107, www.mercury.co.nz/about/
leadership-governance/
corporate-governance
Managements role in assessing and managing
climate-related risks and opportunities
Annual Report 2019 Governance at Mercury - Managing risk and
assurance, Company website - 2019 Corporate Governance
Statement.
p107, www.mercury.co.nz/about/
leadership-governance/
corporate-governance
StrategyClimate-related risks and opportunities
identified over the short, medium and long term
Annual Report 2019 - Our carbon profilepp42-43
The impact of climate-related risks
and opportunities on business strategy
and financial planning
Annual Report 2019 - Our carbon profilepp44-45
Strategy resilience taking into consideration
climate-related scenarios, including a 2°C or
lower scenario.
Annual Report 2019 - Our carbon profilepp44-45
Risk
Management
Processes for identifying and assessing
climate-related risks
Annual Report 2019 - Our carbon profile, Company website -
2019 Corporate Governance Statement, Kaitiakitanga -
Managing climate change,
pp44-45, www.mercury.co.nz/
about/leadership-governance/
corporate-governance, www.
mercury.co.nz/about/
sustainability/climate-positive
Process for managing climate-related risksAnnual Report 2019 - Our carbon profile, Company website -
2019 Corporate Governance Statement, Kaitiakitanga -
Managing climate change,
pp44-45, www.mercury.co.nz/
about/leadership-governance/
corporate-governance, www.
mercury.co.nz/about/
sustainability/climate-positive
Integration of the processes for identifying and
assessing climate-related risks into overall risk
management
Annual Report 2019 - Our carbon profile, Company website -
2019 Corporate Governance Statement, Kaitiakitanga -
Managing climate change,
pp42-43, www.mercury.co.nz/
about/leadership-governance/
corporate-governance, www.
mercury.co.nz/about/
sustainability/climate-positive
Performance
indicators and
targets
Metrics and targets used to assess climate-
related risks and opportunities in line with
strategy and risk management process
Annual Report 2019 - Our carbon profilepp44-45
Scope 1, 2 and 3 GHG emissions and any
related risk
Annual Report 2019 - Our carbon profilepp44-45
Targets used to manage climate-related
risks and opportunities and performance
against targets
Annual Report 2019 - Our carbon profilepp44-45
Material TopicsDescriptionLocationBoundaries
EU18Percentage of contractor and subcontractor
employees that have undergone relevant health
and safety training
2596 employees and contractors completed at least one of 1101
health & safety training events during the reporting period
Within and outside the
organisation -
GRI103Management approachOur strategic goals pp26-27Within the organisation
Number of disconnections for non-paymentMercury 0.1%, Industry average 0.4%. Source: Electricity Authority
Information Paper, 30 June 2019. emidatasets.blob.core.
windows.net/publicdata/Datasets/Retail/Disconnections/
Disconnection%20data%20-%20Q1%20March%202019.pdf
Outside the organisation
GRI103Management approachOur strategic goals pp26-27Within the organisation
EU30Average plant availability by energy source and
by regulation regime
During the reporting period hydro generation plant availability
was 87% and geothermal 98%
Within the organisation.
SECTOR SPECIFIC: UTILITIES (CONTINUED)
TASK FORCE FOR CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) INDEX
OUR ANNUAL REPORT 2019
GOVERNANCE AT MERCURY.
We believe high standards of corporate governance with robust
frameworks, policies and processes are fundamental to Mercury’s
foundational pillars and our purpose of inspiring New Zealanders to
enjoy energy in more wonderful ways. Our commitment to the highest
standards of corporate governance underpins our maintaining strong
relationships with our stakeholders, the long-term sustainability of our
business and assets, and our ability to create long-term value. The Board
regularly reviews Mercury’s corporate governance policies and practices
to ensure compliance with NZX and ASX standards (Mercury is an ASX
foreign exempt listed company) as well as reflecting contemporary
corporate governance trends in New Zealand and Australia.
CORPORATE GOVERNANCE HIGHLIGHTS FOR FY2019
Over the reporting period, we focused on the following key corporate
governance activities:
Board composition:
Joan Withers signalled at Mercury’s 2016 Annual Shareholders’
Meeting that this current term on Mercury’s Board would be her last.
In July 2019, the Board appointed Prue Flacks to succeed Joan as
Mercury’s Chair. This was the culmination of a comprehensive Board
skills assessment and succession planning process. Prue will be Chair
of Mercury with effect from the close of the Annual Shareholders’
Meeting on 27 September 2019.
Key transactions:
During FY2019, Mercury considered several key transactions including
our commitment to build the Turitea wind farm, the sale of our
metering division, Metrix, the launch of our new capital bond and our
attempted joint takeover with Infratil of Tilt Renewables. The application
of our corporate governance framework to ensure sound decision
making was an important part of the process for those transactions.
NZX/ASX compliance:
On 17 April 2019 we transitioned to the NZX Listing Rules dated
1 January 2019 following a review of and update to our corporate
governance framework. As part of our commitment to the highest
standards of corporate governance, we opted for early adoption of the
most recent Corporate Governance Principles and Recommendations
(fourth edition) published by ASX in February 2019.
Transparency and accountability:
We reviewed and updated our Market Disclosure Policy to ensure we
continue to meet our commitment to maintaining open and effective
communication with our stakeholders and the market as well as
meeting our disclosure obligations in both New Zealand and Australia.
Mercury’s corporate governance practices comply with the ASX Corporate
Governance Principles and Recommendations (fourth edition) and are in
substantial compliance with the NZX Corporate Governance Code.
The only exceptions relate to: Recommendation 3.3 (Remuneration
Committee), where the governance of remuneration at Mercury is split
between the PPC for executive and general remuneration, and the
Nominations Committee for director remuneration; Recommendation
3.6 (Takeover Protocol), which is a result of our Crown majority ownership;
and Recommendation 8.5 (Notice of Meeting), where our 2018 Notice of
Meeting was sent to shareholders later than anticipated in order to allow
time to consult with stakeholders on the subject matter of the Notice of
Meeting. These exceptions are explained in our full Corporate Governance
Statement, available in the Corporate Governance section of our website
at www.mercury.co.nz.
We have also reviewed the guidelines and principles from the International
Corporate Governance Network (ICGN) Global Governance Principles,
the International Finance Corporation (IFC) Global Corporate Governance
Forum and the OECD and we consider our practices and procedures
substantially reflect these guidelines. BlackRock, as a fiduciary to its
clients, undertakes investment stewardship activities which are focused on
protecting and enhancing the economic value of the companies in which
it invests on behalf of those clients. As part of those activities, BlackRock
has established the BlackRock Corporate Governance Guidelines and
Engagement Principles, which sets out its view of best-practice corporate
governance. We have considered our corporate governance framework
and performance against the BlackRock Corporate Governance Guidelines
and Engagement Principles published early in 2019 and consider that we
are generally consistent with those guidelines.
In the following section, we give an overview of our Board composition and
experience, how we manage risks, our commitment to acting ethically and
responsibly, our approach to privacy and to inclusion and diversity.
Shareholders
Chief Executive
Executive Management Team
Risk Assurance &
Audit Committee
People & Performance
Committee
Nominations
Committee
MERCURY BOARD
MERCURY PEOPLE
Contribution to Governance - John Hawkins
Mercury wishes to take this opportunity to acknowledge the contribution of John Hawkins to New Zealand’s corporate governance fabric. John retired
as Chair of the New Zealand Shareholders’ Association Inc. in April 2019 after 14 years with the organisation. John leaves a fine legacy for the more than
1,500 members of the association and for corporate governance generally, most notably for establishing under his guidance the Framework for Reporting
of CEO Remuneration and, most recently, standing proxies.
GOVERNANCE102 // 103
MERCURY’S BOARD
Composition and characteristics
The Board currently comprises eight directors: Joan Withers, Prue Flacks,
Andy Lark, James Miller, Keith Smith, Scott St John, Patrick Strange and
Mike Taitoko. As at 30 June 2019, the Chair was Joan Withers. From the
close of our Annual Shareholders’ Meeting on 27 September 2019, Joan
will be succeeded as Chair by Prue Flacks. Each of the directors is non-
executive and independent. Details of our directors are available in the
Leadership section of our website.
The Board has been a long-standing supporter of the Institute of
Directors’ Future Directors Programme and has to-date offered three
appointees valuable experience sitting at the board table for 12 or more
months. This programme provides future directors with exposure to real-
life governance in action and also valuable mentorship with the aim of
increasing the pool of board-ready new directors in New Zealand. Our third
and current future director, Anna Lissaman, will conclude her 18-month
tenure on 31 December 2019. Anna participates in discussions in all Board
meetings and is invited to all Committee meetings, although does not
participate in decision-making.
The Board is structured to ensure that as a collective group it has the skills,
experience, knowledge, diversity and perspective to fulfil its purpose and
responsibilities. The responsibilities of the Board are set out in Mercury’s
Board Charter. The Board Charter is available in the Corporate Governance
section of our website.
Independence and conflicts
All Mercury directors are considered by the Board to be “independent”
directors in that they are non-executive directors who are not substantial
shareholders and who are free of any interest, business or other
relationship that would materially interfere with, or could reasonably
be seen to materially interfere with, the independent exercise of their
judgement. No director has been employed or retained, within the last
three years, to provide material professional services to Mercury. Within
the last 12 months, no director was a partner, director, senior executive or
material shareholder of a firm that provided material professional services
to Mercury or any of its subsidiaries. No director has been, within the
last three years, a material supplier to Mercury or has any other material
contractual relationship with Mercury or another group member other
than as a director of Mercury. No director receives performance-based
remuneration from, or participates in, an employee share scheme of
Mercury. No director controls, or is an executive or other representative of
an entity which controls, 5% or more of Mercury’s voting securities.
The Chief Executive is not a director of Mercury.
Our Board characteristics are set out in the diagram on the following page.
Committees
The Board has three standing committees: the Risk Assurance & Audit
Committee (RAAC), the People & Performance Committee (PPC) and
the Nominations Committee. Each Committee focuses on specific
areas of governance. Together they strengthen the Board’s oversight of
Mercury. As an exception to Recommendation 3.3 of the NZX Corporate
Governance Code, the Board does not have a separate Remuneration
Committee. Instead, the functions which would ordinarily be allocated
to that committee are shared between the PPC in respect of the
Chief Executive and the Executive Management Team (EMT), and the
Nominations Committee in respect of the directors. During the reporting
period, the members of the Committees were as follows:
CommitteeMembersRoles and Responsibilities
Risk Assurance &
Audit Committee
Keith Smith (Chair), James Miller and
Patrick Strange. Joan Withers was also a
member by virtue of her position as Board Chair
Overseeing, reviewing and advising the Board on Mercury’s:
• risk management policies and processes (which includes oversight of health
and safety assurance and climate-related risks and opportunities);
• internal control mechanisms and internal and external audit functions;
• compliance policies and processes; and
• financial information prepared by management for publication.
People &
Performance
Committee
Prue Flacks (Chair), Andy Lark, Mike Taitoko and
Scott St John. Joan Withers was also a member
by virtue of her position as Board Chair
Assisting the Board to fulfil its People and Performance
responsibilities relating to:
• Mercury’s people and performance strategy and plan;
• the remuneration and performance of the Chief Executive and EMT; and
• People and Performance policies and practices.
Nominations
Committee
Joan Withers (Chair), Prue Flacks and
James Miller
Identifying people with the necessary expertise, experience, diversity and
perspectives for selection as potential directors to be nominated for election at
the next Annual Shareholders' Meeting or to fill a casual vacancy on the Board.
The Nominations Committee also makes recommendations to the Board on
any proposal relating to director remuneration to be put to shareholders.
OUR ANNUAL REPORT 2019
BOARD CHARACTERISTICS
GOVERNANCE AT MERCURY (CONTINUED)
Each standing committee operates in accordance with a written Charter
approved by the Board. The Committee Charters are available in the
Corporate Governance section of our website.
Mercury assesses on a regular basis whether additional standing or ad hoc
committees are required. During the year ended 30 June 2019, the Board
established three temporary committees for discrete projects.
The Nominations Committee has developed a matrix setting out the ideal
mix of skills and diversity of the Board. The matrix is used to evaluate
whether the collective skills and experience of the directors meets
Mercury’s current and future requirements. If the Board determines that
new or additional skills are required, training is completed or a formal
recruitment process is undertaken. In addition to having the right mix of
skills, the Board is focused on ensuring that it has the right culture that
takes advantage of, and benefits from, the diversity of skills, background
and experiences of the Board.
The Board fosters a culture of collaborative and open discussion where
each director, as a high-performing individual, is expected to make a
valuable contribution and to provide an alternative perspective, even
where the topic is outside that director’s attributed skills and experience.
By applying this philosophy, the Board as a collective group exceeds the
individual contributions of its members.
Evaluations are regularly conducted to review the performance of the
Board and each director, and the effectiveness of Board processes
and committees. This is undertaken using a variety of techniques
including external consultants, questionnaires and Board discussion.
The last full Board review, with the assistance of an external facilitator,
was completed in June 2018. The review found Mercury’s Board to be
in the top tier, holding many strong attributes including highly relevant
board capability and governance processes. Some opportunities were
identified for Board focus to maintain and extend that performance.
As at 30 June 2019, a Board performance review was underway with the
assistance of an external facilitator, and the results will be reported to the
Board in September 2019. The Board also completed a comprehensive
analysis of the skills of the Board during the reporting period.
C
U
S
T
O
M
E
R
P
A
R
T
N
E
R
S
H
I
P
S
K
A
I
T
I
A
K
I
T
A
N
G
A
P
E
O
P
L
E
C
O
M
M
E
R
C
I
A
L
Retail, marketing and brand experience
Male Female
Regulatory knowledge and experience
Government relationships
Shareholder/investment community
Iwi relationships/connectivity
Natural resource management
(including climate change)
relationships
Large company leadership experience
Digitisation/technology
Electricity industry operational experience
100%
50%
50%
25%
25%
75%
75%
0-3 years
3-6 years
6+ years
Human resources, health and
safety experience
Governance experience
Australian energy market experience
Finance/accounting/audit/committee/
risk management experience
Business strategy experience
Innovation and growth, entrepreneurship
Commodity or financial markets trading
100%
S
K
I
L
L
S
T
E
N
U
R
E
D
I
V
E
R
S
I
T
Y
G
E
N
D
E
R
0%
GOVERNANCE104 // 105
SKILL ATTRIBUTEJoan
Withers
Andy
Lark
James
Miller
Mike
Taitoko
Patrick
Strange
Prue
Flacks
Keith
Smith
Scott
St John
Customer
Retail, marketing and brand experience
Senior experience in retail, marketing and brand development as we
seek to positively differentiate our offering
Partnerships
Regulatory knowledge and experience
An understanding of the evolving regulatory environment in which we
operate and the role that plays in ensuring sustainable custodianship
of our assets and providing benefit to our customers
Government relationships
An understanding of the functioning of government and experience
developing and maintaining constructive relationships and
interactions with government and regulators
Shareholder/investment community relationships
Experience in and understanding of shareholder and investment
community concerns and developing constructive relationships
Iwi relationships/connectivity
An understanding and appreciation of Māori culture, the ability
to build and foster deep trusting relationships with iwi and a deep
connection with iwi concerns and aspirations
Kaitiakitanga
Electricity industry operational experience
Senior executive experience within the electricity industry, together
with a deep understanding of operational excellence
Natural resource management (including climate change)
Familiarity with issues associated with natural resources including
climate change and living our value of kaitiakitanga
Primary skillsSecondary skills
The table below highlights those skills that the Board considers are required for governance. This aligns with Mercury’s commitments to our foundational
pillars and strategy for creating long-term value for our shareholders.
Table continued on next page.
OUR ANNUAL REPORT 2019
SKILL ATTRIBUTEJoan
Withers
Andy
Lark
James
Miller
Mike
Taitoko
Patrick
Strange
Prue
Flacks
Keith
Smith
Scott
St John
People
Human resources, health and safety experience
Familiarity with people and performance issues to provide an
environment for personal and business growth and an appropriate
understanding of health and safety and wellness concerns
Large company leadership experience
Sustainable success in business at a senior executive level
Digitisation/technology
A detailed understanding of ICT and disruptive technologies and
their potential impact to provide our customers with choice and
freedom
Commercial
Governance experience
Commitment to the highest standards of governance and an ability
to assess the effectiveness of senior management
Australian energy market experience
Familiarity with the Australian energy market and the opportunities
and challenges of doing business in that market
Finance/accounting/audit committee/risk management experience
Senior executive or board experience in financial accounting and
reporting, corporate finance and internal controls, and developing
and overseeing an appropriate risk framework and culture
Business strategy experience
A track record of developing and implementing a successful and
sustainable strategy
Innovation and growth, entrepreneurship
A track record of demonstrated entrepreneurship and/or
demonstrated understanding and commitment to innovation and a
clear record of achieving organisational growth
Commodity or financial markets trading
Experience and understanding of commodity and financial markets
Primary skillsSecondary skills
GOVERNANCE AT MERCURY (CONTINUED)
GOVERNANCE106 // 107
ACTING ETHICALLY AND RESPONSIBLY
At Mercury, all our people strive to do what’s right. Our Mercury Code
ensures that our people know what the ‘right thing to do’ is. The Mercury
Code documents the behaviours we require to embed and sustain our
culture to successfully deliver our strategy and achieve our purpose
of inspiring New Zealanders to enjoy energy in more wonderful ways.
The Mercury Code requires all Mercury people, including directors and
employees, to act honestly and with integrity and fairness at all times.
The Mercury Code and associated policy framework underpin our ethical
and behavioural standards. They support our promises to each other and
define our commitment to our customers, our people and communities,
and our investors. The Mercury Code is available in the Corporate
Governance section of our website.
We also want to ensure that we work with suppliers who share our
commitment to acting ethically and doing the right thing. Our Supplier
Guiding Principles set out the way we work with our suppliers and what
we expect from our suppliers in return. Our Supplier Guiding Principles
set out our commitments to treating people fairly, promoting wellbeing,
protecting our business and our reputation, protection of personal
information and sustainability. Our Supplier Guiding Principles are
available in the Corporate Governance section of our website.
MANAGING RISK AND ASSURANCE
Risk management is an integral part of Mercury’s business. Mercury
has in place an overarching Risk Management Policy (available in the
Corporate Governance section of our website) supported by a suite of risk
management policies appropriate for our business which together form
our risk management framework.
The purpose of the Risk Management Policy is to embed a
comprehensive, holistic, Group-wide capability in risk management
which provides a consistent method of identifying, assessing, controlling,
monitoring and reporting existing and potential risks to Mercury’s
business and to the achievement of our plans. The Policy sets out the
risk management objectives and requirements of Mercury within which
management is expected to operate. The Policy is reviewed annually by
the RAAC and approved by the Board.
The risk management framework supports a comprehensive approach
to risk, encompassing financial, strategic, environmental, operational,
regulatory, reputational, social and governance risks. This includes
assessing and managing climate-related risks. The framework involves
actively identifying and managing risk and taking measures to reduce the
likelihood of risk, contain potential hazards and take mitigating action to
reduce impacts in line with risk tolerances. This approach is consistent
with the precautionary principle.
Mercury has a Risk Assurance Officer who has the independence to
determine the effectiveness of risk management, assurance and internal
audit. The Risk Assurance Officer has a dual reporting line to the Chief
Financial Officer and the RAAC Chair. The RAAC tasks the Risk Assurance
Officer to ensure healthy and robust debate and interaction between
management, risk assurance and audit providers.
Mercury operates a Risk Management Committee, comprised of
representatives from the EMT and chaired by the Chief Executive.
Its mandate is to promote risk awareness and appropriate risk
management to all employees, and to monitor and review risk activities as
circumstances and our strategic and operational objectives change. The
Committee meets at least four times each year.
Mercury must accept some risks to achieve our strategic objectives and to
deliver shareholder value. These are embodied in Mercury’s Risk Appetite
Statements which are set and regularly reviewed by the Board and are set
out in more detail in Mercury’s Corporate Governance Statement, available
in the Corporate Governance section of our website.
The RAAC is responsible for overseeing, reviewing and providing advice to
the Board on Mercury’s risk management policies and processes. The Risk
Assurance Officer reports regularly to the RAAC on the effectiveness of
Mercury’s management of material business risks. In addition, the RAAC
annually reviews the risk management framework. The last review of the
risk management framework took place in FY2018.
The Auditor-General is the external independent auditor of Mercury and
each of its subsidiaries (together, the “Group”), under the Public Audit
Act 2001. The Auditor-General has appointed Lloyd Bunyan of Ernst &
Young to carry out the FY2019 audit on his behalf. The NZX Listing Rules
require rotation of the key audit partner at least every five years. The
provision of external audit services is guided by our Audit Independence
Policy, which is available on our website. The external auditor attends all
RAAC meetings and, consistent with the Stakeholder Communications
Policy, attends the Annual Shareholders’ Meeting and is available to our
shareholders to answer questions relevant to the audit.
AT MERCURY, ALL
OUR PEOPLE STRIVE
TO DO WHAT’S RIGHT.
OUR MERCURY CODE
ENSURES THAT OUR
PEOPLE KNOW WHAT
THE ‘RIGHT THING TO
DO’ IS.
OUR ANNUAL REPORT 2019
PRIVACY
Mercury has a comprehensive Privacy Policy and robust privacy
framework. Our objective is to ensure that personal information in our
care is managed carefully and respectfully. Privacy risk is managed within
our risk management framework. Our General Counsel is also Mercury’s
Privacy Officer and is responsible for implementing our Privacy Policy,
promoting awareness of privacy matters, monitoring matters on a day-
to-day basis, and escalating matters as required to our Chief Executive,
with notification to the Risk Management Committee. Privacy issues are
reported to the Risk Management Committee on a quarterly basis.
We consider the establishment and maintenance of a culture of privacy
to be an important part of our privacy framework. Employees and fixed-
term contractors are required to complete Privacy Act training within a
certain period of joining Mercury and to update that training annually.
Business units that process personal information have Business Privacy
Leads who champion privacy within their business unit. Recognising that
mistakes are sometimes made, our processes for dealing with privacy
breaches include escalation and assessment procedures and require the
development of plans to prevent similar breaches occurring in the future.
Our Privacy Policy is reviewed as required and at least every two years.
INCLUSION AND DIVERSITY
Mercury embraces and celebrates diversity in all its forms. A key element
of the Mercury Attitude is that we encourage our people to share and
connect. We believe that the best way to create value in our business
and deliver the best customer experience is through High Performance
Teams. We aim to make Mercury a great and safe place to work, where
our employees feel engaged and motivated to live up to their full potential,
and also the full potential of their teams. Being part of a team that
celebrates different backgrounds, views, experience and capability helps
create an inclusive workplace where our people grow and thrive, leading to
better business performance.
Our commitment to inclusion and diversity starts with our Inclusion and
Diversity Policy and framework. A copy of this policy is available in the
Corporate Governance section of our website.
Mercury’s approach to inclusion and diversity focuses on gender, age,
ethnicity, sexual orientation, inclusion and flexibility. Activity is aligned to
the following principles:
• increasing the diversity of our workforce at senior levels;
• creating a flexible and inclusive work environment that values difference
and enhances business outcomes;
• harnessing diversity of thought and capitalising on individual
differences;
• promoting leadership behaviours that reflect our belief in the value of
inclusion and diversity; and
• attracting and retaining a talented workforce through increasing the
diversity of the candidate pool and maintaining a recruitment strategy
that is attractive to all candidates.
Our progress against inclusion and diversity goals is measured against
objectives set by the Board. These objectives are made up of a mixture
of targets and benchmarks. Generally, targets exist where we believe that
achieving diversity in that area is aided by us working towards a specific
measure. In other areas, we use benchmarks where comparison against
those identified data points will help inform our view of how our work
towards diversity in that area is progressing.
GOVERNANCE AT MERCURY (CONTINUED)
GOVERNANCE108 // 109
Our performance against measurable objectives set by the Board is set out below:
Area of focusObjectiveTargetActual
GenderImprove representation of women at
senior leadership levels.
20202021202220182019
Employees41%43%45%Employees41%41%
Leaders33%34%35%Leaders30%33%
EMT33%33%33%EMT22%22%
Board33%33%33%Board25%25%
Ensure that everyone is rewarded fairly
for their work, regardless of gender.
Targeting between 97% and 103% ratio on
average over time.
Actual as at 30 June 2019 across all bands,
excluding EMT = 93% – 101%.
AgeWork towards an age profile for our
team that is suitable for our business,
taking into account the population
that we work in.
Benchmark against the national median age
of the labour force in the New Zealand National
Labour Force Projections.
Our average age across the workforce is 42,
which is consistent with the national median
age of the labour force in the New Zealand
National Labour Force Projections.
EthnicityWork towards aligning the ethnicity
of our team with the population and
communities that we work in.
Ensure that our leadership reflects the
diversity of our teams.
Ethnicity202020212022EthnicityMercury
2019
Ethnicity*
NZ
Population
2013 Census
Māori
Employees
People Leader
6%
4%
6%
5%
7%
6%
Māori
Employees
People Leader
5.0% (39)
3.3% (5)
13%
Pacific
Employees
People Leader
9%
4%
9%
4%
10%
5%
Pacific
Employees
People Leader
7.7% (60)
2.0% (3)
7%
Asian
Employees
People Leader
22%
11%
22%
11%
23%
13%
Asian
Employees
People Leader
21.4% (166)
10.0% (15)
9%
Increase representation of team member and
people leader across targeted ethnic groups –
Māori, Pacific and Asian.
Benchmark against National Statistics (Census
data) that show the ethnicity of the population
and communities that we work in.
Targets will be reviewed year-on-year, taking into
consideration workforce impacts associated with
digitalisation and automation and the available
tertiary-qualified talent pool.
* Employee data, as at 1 July 2019, from
Mercury's payroll system provides the baseline
benchmark of self-identified ethnicity.
InclusionEnsure that our team are supported
to do their best work and they engage
fully as part of our team.
** Setting a new baseline in 2019 with
improvements monitored year-on-year.
Targeting better performance than the external
benchmark.
In response to our 2019 Employee
Engagement Survey, 80% of employees
confirmed that people from all backgrounds
have equal opportunities to succeed at
Mercury, compared with 2019 Global Inclusion
Benchmark of 76%.
FlexibilityFacilitate flexible workplace
arrangements to enable employees to
balance responsibilities appropriately.
** Setting a new baseline in 2019 with
improvements monitored year-on-year.
Targeting better performance than the external
benchmark.
In response to our 2019 Employee
Engagement Survey, 74% of employees
confirm that they are genuinely supported if
they choose to make use of flexible working
arrangements, compared with 2019 Oceania
Large Organisations Benchmark of 70%.
* Mercury 2019 ethnicity data based on self-identified ethnicity responses captured in Mercury’s payroll system.
** In FY2019, Mercury changed to a different employee engagement survey provider from that used in FY2018.
As at 30 June 2019, the proportion of women on the EMT (including the
Chief Executive) was 22%, or two out of nine (as at 30 June 2018 this was
22%, or two out of nine). The proportion of women on the Board at balance
date was 25%, or two out of eight, including the Chair (as at 30 June 2018
this was 25%, or two out of eight). Our Future Director is a woman.
The Board believes that for this reporting period Mercury has made
progress towards achieving our inclusiveness and diversity objectives and
against our Inclusion and Diversity Policy generally. However, the Board
notes that continued focus is required in order for us to achieve our 2020
gender diversity targets.
OUR ANNUAL REPORT 2019
Dear Shareholder
As Chair of the People & Performance Committee (PPC) of the Board, it is
my pleasure to present our Remuneration Report for the year ending 30
June 2019 (FY2019).
This report outlines Mercury’s approach and strategy to remuneration and
in particular for its executives. It sets out remuneration information for the
Chief Executive, direct reports to the Chief Executive and directors.
Mercury’s Board is committed to a remuneration framework that
promotes a high-performance culture and aligns executive reward to the
achievement of strategies and objectives to create sustainable value for
shareholders. The Board is committed to demonstrating transparency in
its remuneration policy and practice.
The Board is supported by the PPC for these activities. The role and
membership of the PPC is set out in the Corporate Governance section
of this annual report.
In FY2019 the Board undertook a comprehensive review of the
remuneration framework for Mercury’s executives. The review concluded
a mix of fixed remuneration, short-term incentive and long-term incentive
continues to be appropriate to achieve the company’s aims of attracting
and motivating high-calibre employees, and promoting values and
behaviours to support customer centricity and sustainable growth in
shareholder value. The Board has also introduced minimum executive
shareholding guidelines, acknowledging the importance of aligning
executive interest with the long-term interests of shareholders.
As legislative changes impacted the effectiveness of the current LTI
scheme, a new LTI scheme has commenced with effect from FY2020.
The Board believes the new scheme is consistent with Mercury’s objectives
for executive remuneration and is simpler and easier to administer. Details
of the scheme are outlined further in this report.
PRUE FLACKS
CHAIR, PEOPLE & PERFORMANCE COMMITTEE
EXECUTIVE REMUNERATION
Mercury’s remuneration policy for the Executive Management Team (EMT)
is founded on three guiding principles:
• remuneration is aligned to long-term sustainable shareholder value;
• remuneration for individuals will reflect the level of performance and
delivery of successful outcomes; and
• simplicity over complexity will be reflected in the design.
Total remuneration is made up of three components: fixed remuneration,
short-term performance incentives and long-term performance
incentives. Short- and long-term performance incentives are deemed
‘at-risk’ because the outcome is determined by performance against a
combination of predetermined financial and non-financial objectives.
Mercury’s remuneration philosophy is to pay for performance and there
is an opportunity for executives to receive, where performance has been
exceptional, a total remuneration package in the upper quartile for
equivalent market-matched roles.
The PPC reviews the annual performance appraisal outcomes for all
members of the EMT and approves the outcomes for all EMT members
other than the Chief Executive. The Chief Executive’s remuneration is
approved by the Board on the recommendation of the PPC. The review
takes into account external benchmarking to ensure competitiveness
with comparable market peers, along with consideration of an individual’s
performance, skills, expertise and experience.
External benchmarking is commissioned by the PPC from an expert
party, PwC. PwC is required to declare independence of any management
influence in the collation of the information provided. External
benchmarking for non-executive remuneration is requested by Mercury's
management and provided by Ernst and Young.
FIXED REMUNERATION
Fixed remuneration consists of base salary and benefits. Mercury’s
policy is to pay fixed remuneration with reference to the fixed pay
market median.
SHORT-TERM PERFORMANCE INCENTIVES
Short-term incentives (STIs) are at-risk payments designed to motivate
and reward for performance typically in that financial year.
The target value of an STI payment is set annually, usually as a percentage
of the executive’s base salary. For FY2019 the relevant target percentage
for the Chief Executive was 50% and for all the other executives it was
30% to 35%.
A proportion (70% for the Chief Executive and 50% for other EMT
members) of the STI is related to a shared set of Key Performance
Indicators (KPIs) based on business priorities for the next 12 months, with
the objective of aligning the EMT’s focus with the company’s priorities.
The shared KPIs in FY2019 covered the areas of Commercial, People,
Customer, Partnerships and Kaitiakitanga with respective weightings
applied across areas as outlined below. The Commercial KPI is normalised
for positive and negative annual variations in hydrology as these are
beyond management’s control. The criteria are selected to closely align
with Mercury’s strategic objectives, purpose and goal and Mercury’s five
key pillars. For FY2020 the weightings have been adjusted as shown.
DIRECTOR AND EXECUTIVE
EMPLOYEE REMUNERATION.
110 // 111REMUNERATION REPORT
PillarFY2019 Weighting %FY2020 Weighting %
Customer2020
Partnerships1015
Kaitiakitanga 1010
People3025
Commercial: EBITDAF
1
3030
Note 1: EBITDAF is normalised for positive and negative annual variations in Waikato hydro generation.
For FY2019 there are three performance levels within each pillar area:
‘threshold’, ‘on-target’ and ‘stretch’. The stretch performance levels allow
employees to be rewarded for exceptional performance. The maximum
amount of an STI payment for an EMT member was 178% of the STI
on-target amount.
The balance of the STI for the Chief Executive is related to individual
performance measures set by the Board. In the case of other EMT
members, the balance is related to business unit and individual
performance measures.
In the event all five performance thresholds are not met for the Group
KPIs, no STI payment will be made.
The Board retains discretion to ensure the final outcome of STI payments
fairly reflects performance over the relevant financial year.
LONG-TERM PERFORMANCE
INCENTIVES TO FY2021 VESTING
LTIs are at-risk payments designed to align the reward of certain
executives with the enhancement of shareholder value over a multi-year
period.
Under the current LTI plan, grants are made annually with performance
measured over a three-year period. The face value less tax is used to
determine the number of shares held in trust for each grant and is set at
the date of the grant. Each grant under the current LTI plan is divided into
two tranches having different performance hurdles:
• 50% of the grant is based on Mercury’s total shareholder return (TSR)
relative to the NZX 50 and is subject to a gate that Mercury’s TSR over
that period must be at least positive; and
• 50% of the grant is based on Mercury’s TSR relative to the performance
of an industry peer group (comprising Meridian Energy, Genesis Energy,
Contact Energy and Trustpower). There is no positive TSR performance
gate on this tranche but Mercury’s TSR must be at the 50th percentile
of the comparator group for any award to be made on this component
of the LTI plan.
For the FY2019 grant period commencing 1 July 2018, the value
represented between 27% to 40% of an executive’s base salary as at
that date.
LTI payments are made in shares rather than cash. The maximum
number of shares which an executive may receive for each grant is
determined by dividing the value of the grant less tax by the market value
of one Mercury share as at the date of the grant.
NEW LONG-TERM INCENTIVE
PLAN FROM FY2022 VESTING
The new LTI plan commencing 1 July 2019 is a dividend-protected share
rights plan. It has been designed to better deliver on the purpose of the
LTI scheme to motivate, retain and align the efforts of the executives as
well as being simpler and more administratively efficient than the previous
LTI plan. Under the new LTI plan, executives are granted a number of
share rights determined by dividing the face value of the grant by the
value of one Mercury share at the date of the grant. At vesting, subject
to meeting the performance hurdles, each share right is converted to
one ordinary share. The executive may also receive additional shares
representing the value of dividends paid over the vesting period. The
executive is liable for tax on the shares received at this point. Under the
new plan, grants will continue to be made annually with performance
measured over a three-year period.
Each grant under the new LTI plan also has two tranches with different
performance hurdles:
• 50% of the grant is based on Mercury’s TSR relative to the performance
of an industry peer group (comprising Meridian Energy, Genesis Energy,
Contact Energy and Trustpower). There is no positive TSR performance
gate on this tranche but Mercury’s TSR must be at the 50th percentile
of the comparator group for any award to be made on this component
of the LTI plan; and
• 50% of the grant is based on Mercury’s absolute TSR against the
company’s cost of equity over the vesting period, plus 1%.
The Board retains discretion over the final outcome for both LTI plans, to
allow appropriate adjustments where unanticipated circumstances may
impact performance, positively or negatively, over a three-year period.
OUR ANNUAL REPORT 2019
CHIEF EXECUTIVE'S REMUNERATION
Chief Executive's remuneration (FY2019 and FY2018)
Salary $Benefits
3
$Subtotal $Pay for performance $Total remuneration $
STILTISubtotal
FY20191,124,214
2
57,4331,181,647614,079179,989794,0681,975,715
FY20181,108,655
2
62,1001,170,755632,5280632,5281,803,283
Note 2: Actual salary paid includes holiday pay paid as per NZ legislation. The base salary for both FY2018 and FY2019 was $1,054,212.50.
Note 3: Benefits include KiwiSaver and insurance.
Five-year summary – Chief Executive's remuneration
Total
remuneration
paid
4
$
Percentage
STI against
maximum
6
%
Percentage
vested LTI against
maximum %
Span of LTI
performance
period
Chief Executive –
Fraser WhinerayFY20191,975,71565502016 – 2019
FY20181,803,2836702015 – 2018
FY20171,881,19263982014 – 2017
FY20161,501,43457782013 – 2016
FY20151,427,932471002013 – 2015
Chief Executive –
Doug HeffernanFY20151,985,791871002011 – 2014
5
Note 4: Total remuneration paid including Salary, Benefits, STI and LTI payments.
Note 5: LTI and STI payments for FY2014 are included in the FY2015 year as schemes ended 31 August 2014.
Note 6: Maximum STI was 178% of ‘on-target’ performance pay.
Breakdown of Chief Executive's pay for performance (FY2019)
DescriptionPerformance measuresPercentage achieved %
STI
7
Set at 50% of base salary. Based on a
combination of key financial and non-
financial performance measures
70% based on the five Company Shared KPIs
(see table above for weightings)
115
20% based on individual measures120
10% based on business KPIs (for Chief Executive only)120
LTI
7
Shares issued and rewarded under the
long term incentive scheme. Shares issued
1 July 2016 at $359,975 gross
50% weighting relative TSR performance against NZX 50 (fixed
at date of grant) with 50% vesting at 50th percentile and 100%
at 75th percentile; pro rata vesting in between
100
50% weighting relative TSR performance against industry peer
group (comprising Meridian Energy, Genesis Energy, Contact
Energy and Trustpower) with 50% vesting at 50th percentile
and 100% at 75th percentile; pro rata vesting in between
0
Note 7: The above STI and LTI payments for FY2019 will be paid in FY2020.
DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION (CONTINUED)
112 // 113
REMUNERATION REPORT
Five-year summary – TSR Performance (company vs peer)
0
10
20
30
50
40
30 June
2015
30 June
2016
30 June
2017
30 June
2018
30 June
2019
TSR %
Mercury
Peer
NZX 50
KiwiSaver
The Chief Executive is a member of KiwiSaver. As a member of this scheme, the Chief Executive is eligible to contribute and receive a
matching company contribution of 3% of gross taxable earnings (including short- and long-term incentives). For FY2019, the company’s
contribution was $52,702.
FY2020 CHIEF EXECUTIVE'S REMUNERATION STRUCTURE
The Board has elected, in the interests of transparency, to disclose in advance the structure and package that will apply for FY2020.
FY2020Base Salary $Benefits
8
$Subtotal $Pay for performance 'on-target' $Total remuneration $
STILTI granted
9
Subtotal
Chief Executive1,085,83935,6371,121,476542,919434,33697 7, 2552,098,731
Note 8: Benefits include KiwiSaver and insurance.
Note 9: This LTI is granted in FY2020 and if hurdles are met, paid in shares in 2022. The LTI tranche which has the potential
to vest in FY2020 was worth at grant $368,974 and dates from FY2018 to FY2020.
For reference:
On 19 July Fraser Whineray was appointed to the Board of Tilt Renewables Ltd as a Director. For details of remuneration refer to Tilt Renewables annual report.
Chief Executive's remuneration performance pay for FY2020
$0
$500
$1,000
$1,500
$2,000
$2,500
$000
FixedOn-targetMaximum
Long Term Incentives Granted (2022 vesting)
Annual Variable
Base Salary & Benefits
CHIEF FINANCIAL OFFICER'S REMUNERATION
In the interests of providing greater transparency of executive remuneration, the Board has elected to provide details regarding total
remuneration paid to the Chief Financial Officer.
In FY2019, the Chief Financial Officer received remuneration totalling $721,968. This amount included a $189,025 STI payment for FY2018
paid in FY2019, with the remaining $532,943 being a combination of fixed remuneration and benefits. No LTI payment was received for
FY2018, which would have been paid in FY2019.
OUR ANNUAL REPORT 2019
SHARE OWNERSHIP
The Chief Executive and Chief Financial Officer’s ownership of shares as at 30 June 2019 are:
Executive
Number of shares owned (excludes shares held in
trust for the LTI scheme)
Change in shares owned
from 30 June 2018
Chief Executive233,351
10
0
Chief Financial Officer245,4750
Balance of EMT
11
152,3050
Note 10: The Chief Executive’s shares are held in family trust.
Note 11: Balance of shares owned by other EMT members, and excludes shares owned by the Chief Executive and Chief Financial Officer.
EMPLOYEE REMUNERATION
The Group paid remuneration in excess of $100,000 including benefits to 400 employees
(not including directors) during the FY2019 year in the following bands:
Remuneration band
12
Currently employedNo longer employedTotal
$100,001-$110,000541266
$110,001-$120,00062668
$120,001-$130,00049453
$130,001-$140,00039342
$140,001-$150,00035237
$150,001-$160,00021122
$160,001-$170,0009211
$170,001-$180,0001717
$180,001-$190,0001010
$190,001-$200,00088
$200,001-$210,00012113
$210,001-$220,00077
$220,001-$230,00066
$230,001-$240,00077
$240,001-$250,000112
$250,001-$260,00033
$270,001-$280,00033
$280,001-$290,00022
$290,001-$300,00033
$310,001-$320,000213
$320,001-$330,000314
$330,001-$340,00011
$340,001-$350,00022
$360,001-$370,00011
$440,001-$450,00011
$500,001-$510,00022
$560,001-$570,00011
$570,001-$580,00011
$600,001-$610,00011
$610,001-$620,00011
$720,001-$730,00011
$1,810,001-$1,820,00011
Total36535400
Note 12: The remuneration bands above include all Metrix employees who transferred
on the sale of the Metrix business and include two employees who received
redundancy payments in FY2019.
The total remuneration ratio for FY2019 between
employee (median) and Chief Executive was 1:24. The
ratio of employee (median) remuneration and Chief
Executive base salary was 1:14. Note: For the ease of data
collection, these ratios are based on actual remuneration
paid in FY2019 for employees and the Chief Executive.
Therefore, the Chief Executive’s remuneration for these
ratios differs from the remuneration reported earlier.
DIRECTOR AND EXECUTIVE EMPLOYEE REMUNERATION (CONTINUED)
114 // 115
REMUNERATION REPORT
DIRECTOR REMUNERATION
The directors’ remuneration is paid in the form of directors’ fees. Additional fees are paid to the Chair and in respect of work carried out by directors on
various Board committees to reflect the additional time involved and responsibilities of these positions.
The total pool of fees able to be paid to directors is subject to shareholder approval and currently stands at $991,000. These fees are set taking into account
independent remuneration benchmarking advice and after consultation with key stakeholders. Mercury meets directors’ reasonable travel and other costs
associated with Mercury business. The following people held office as directors during the year to 30 June 2019 and received the following remuneration
during the period. The number of meetings and attendance rate by director during the year to 30 June 2019 was as follows:
DirectorBoard
Risk Assurance &
Audit Committee
People &
Performance Committee
Nominations
CommitteeOther
13
Total
14
No. of meetings1044220
Fees $
Meetings
Attended Fees $
Meetings
Attended Fees $
Meetings
Attended Fees $
Meetings
Attended FeesFees $
Joan Withers
(Chair)
180,000
(Chair)
15
1043 (Chair)2180,000
Prue Flacks98,00010
20,000
(Chair)
44,0002122,000
Andrew Lark98,000108,0004106,000
James Miller98,0001010,00044,00025,500
13
117,500
Keith Smith98,00010
26,000
(Chair)
4124,000
Patrick Strange98,0001010,0004108,000
Mike Taitoko98,00098,0003106,000
Scott St John98,000102
16
8,667
17
4106,667
Total866,00046,00044,6678,0005,500970,167
Note 13: James Miller received a one-off payment for due diligence committee attendances in connection with the recent capital bond issue. There were two other temporary
Board committees established during the reporting period. There were no fees paid for attendances in relation to those committees.
Note 14: Disclosure Committee is not reported on as these occur as adhoc and on an as required basis.
Note 15: Joan Withers’ fees cover attendance at all Committee meetings.
Note 16: Scott St John attended as an observer of annual accounts review.
Note 17: Scott St John’s PPC fees include a PPC meeting attendance during FY2018, which was paid during FY2019.
For reference:
Future Director Anna Lissaman was paid $20,000 in FY2019.
OUR ANNUAL REPORT 2019
Joan Withers
The Warehouse Group LimitedChair
ANZ Bank New Zealand LimitedDirector
The Louise Perkins Foundation (Sweet Louise)Trus tee
Economic Development Challenge GroupMember
On Being Bold LimitedDirector
Auckland Mayoral Advisory GroupMember
Prue Flacks
Bank of New Zealand LimitedDirector
Planboe Limited
2
Director
Chorus LimitedDirector
Queenstown Airport Corporation LimitedChair
Andy Lark
SLI Systems LimitedDirector
Group LarkChair
Foxtel Limited
2
Chief Marketing and
Digital Officer
James Miller
NZX LimitedChair/Shareholder
ACC
3
Deputy Chair
Auckland International Airport LimitedDirector/Shareholder
St Cuthbert’s College Trust BoardTrus tee
The New Zealand Refining Company Limited
1
Director
ACC Board Investment Committee
1
Chair
Keith Smith
Healthcare Holdings Limited and subsidiaries
and associates
Chair
Enterprise Motor Group Limited and
subsidiaries
Chair
Mobile Surgical Services Limited and
subsidiaries
Chair
Goodman (NZ) Limited and subsidiariesChair
The Warehouse Group Limited and subsidiariesDeputy Chair
H J Asmuss & Co LimitedChair
Community Financial Services LimitedDirector
Electronic Navigation Limited and subsidiaries
2
Director
Westland Dairy Cooperative LimitedDirector
Harpers Gold Limited and subsidiariesDirector/Shareholder
Cornwall Park Trust BoardTrus tee
Sir John Logan Campbell Residuary EstateTrus tee
Advisory board of Tax Traders Limited (formerly
The New Zealand Tax Trading Company)
Member
Anderson & O’Leary LimitedChair
Tree Scape LimitedDirector
Tilt Renewables LimitedShareholder
Scott St John
Fisher & Paykel Healthcare Corporation LimitedDirector/Shareholder
Fonterra Cooperative Group Limited Director
Fonterra Shareholders Fund
2
Director
Next Foundation (and associated entities)Director
Te Awanga Terraces LimitedDirector
First NZ Capital Holdings Limited
2
Director
University of Auckland (and trustee Butland
Medical Foundation)
Chancellor
St John Family Trust
1
Trus tee
Macleod Trust
1
Trus tee
Patrick Strange
Chorus LimitedChair
Essential Energy, NSWDirector
NZX Limited
2
Director
Auckland International Airport Limited
4
Chair
Waitahoata Farms Limited
2
Director
Mike Taitoko
Waiora Consulting LimitedDirector/Shareholder
Takiwa Limited (formerly Waiora Pacific
Limited)
Director/Shareholder
Bioresource Processing Alliance
2
Director
Auckland Tourism Events and Economic
Development Limited (ATEED)
Director
Maratini Holdings LimitedDirector/Shareholder
Canvasland Holdings LimitedDirector/Shareholder
Digital Economy and Digital Inclusion Ministerial
Advisory Group
Member
Data Commons Platform Limited
1
Director
1. Entries added by notices given by the directors during the year ended
30 June 2019.
2. Entries removed by notices given by the directors during the year ended
30 June 2019.
3. Previous entry of director amended to Deputy Chair during the year ended
30 June 2019.
4. Previous entry of director amended to Chair during the year ended
30 June 2019.
DIRECTORS’ DISCLOSURES.
INTERESTS REGISTER
Disclosure of Directors’ Interests
Section 140(1) of the New Zealand Companies Act 1993 requires a director of a company to disclose certain interests. Under subsection (2) a director can
make disclosure by giving a general notice in writing to the Company of a position held by a director in another named company or entity. The following are
particulars included in the Company’s Interests Register as at 30 June 2019; these do not include payments by the Company to Directors (which are included
in the Director and Executive Employee Remuneration section of this report):
116 // 117DISCLOSURES
Directors and Officers’ Indemnities
Indemnities have been given to, and insurance has been effected for, directors and senior managers of the Group to cover acts or omissions of those persons
in carrying out their duties and responsibilities as directors and senior managers.
Disclosure of Directors’ Interests in Share Transactions
Pursuant to section 148 of the New Zealand Companies Act 1993, there have been no acquisitions and disposals of relevant interests in shares during the
period to 30 June 2019.
Disclosure of Directors’ Interests in Mercury’s Securities
Directors disclosed the following relevant interests in Mercury’s securities as at 30 June 2019:
Director
Number of shares
in which a relevant
interest is held
Change since
30 June 2018Number of bonds
Joan Withers39,900––
Prue Flacks23,474–40,000
1
Andy Lark3,300––
James Miller40,320––
Keith Smith27,868––
Scott St John 13,000––
Patrick Strange14,160––
Mike Taitoko2,200––
1. MCY010 capital bonds were redeemed in full by the company on 11 July 2019.
OUR ANNUAL REPORT 2019
Twenty largest registered shareholders as at 30 June 2019
1
Name
Number
of shares
% of shares
2
Her Majesty The Queen in Right of New Zealand 716,140,52851.15
HSBC Nominees (New Zealand) Limited 76,416,6265.45
Mercury NZ Limited 37,7 11,584
3
2.69
Citibank Nominees (New Zealand) Limited35,07 7,6982.50
HSBC Nominees (New Zealand) Limited A/C State Street 32,802,8512.34
JP Morgan Chase Bank NA NZ Branch-Segregated Clients ACCT 27,108,7291.93
Accident Compensation Corporation21,535,8911.53
HSBC Custody Nominees (Australia) Limited 17,501,6161.25
Forsyth Barr Custodians Limited 17, 2 12,0821.22
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited16,580,7901.18
National Nominees New Zealand Limited15,430,9741.10
Generate Kiwisaver Public Trust Nominees Limited13,187,4910.94
JBWere (NZ) Nominees Limited9,924,4870.70
BNP Paribas Nominees (NZ) Limited8,581,1100.61
BNP Paribas Nominees (NZ) Limited7,752,3650.55
FNZ Custodians Limited 7,617,7410.54
Custodial Services Limited7,208,4550.51
Citicorp Nominees Pty Limited 7,174,43 40.51
New Zealand Depository Nominee Limited7,086,5380.50
JP Morgan Nominees Australia Limited 6,547,5730.46
Total1,088,599,5637 7.66
1. As required by the NZX Listing Rules, NZCSD holdings are now included above and not detailed separately.
2. Percentage calculated on the basis of Mercury having 1,400,012,517 ordinary shares on issue as at 30 June 2019,
which included 37,711,584 ordinary shares held as treasury shares.
3. Held as treasury shares.
Distribution of shareholders and holdings as at 30 June 2019
Size of holding
Number of
shareholders
% of
shareholders
Number of
shares
Holding
quantity %
1 to 1,00029,92636.9620,809,8041.49
1,001 to 5,00040,31349.7993,814,6526.70
5,001 to 10,0006,8468.4650, 367, 2873.60
10,001 to 100,0003,7664.6577,506,9365.54
100,001 and above 1160.141,157,513,83882.68
Total80,9671001,400,012,517100
Substantial product holders as at 30 June 2019
Class of securities
Number of securities
in substantial holding
Total number of
securities in class
Her Majesty The Queen in Right of New ZealandOrdinary shares732,789, 318
1
1,400,012,517
2
1. This comprises (a) 716,140,528 shares held by the Crown on its own account; (b) 16,580,790 shares forming part of the New Zealand Superannuation Fund which are the
property of the Crown; and (c) 68,000 shares held by Public Trust on trust for the Crown and certain iwi.
2. As at 30 June 2019, Mercury had 1,400,012,517 ordinary shares on issue, which included 37,711,584 ordinary shares held as treasury shares.
SECURITY HOLDER INFORMATION.
SHAREHOLDER INFORMATION
118 // 119DISCLOSURES
BONDHOLDER INFORMATION
Twenty largest registered bondholders as at 11 July 2019
1
The table below sets out the twenty largest registered bondholders of Mercury's 300,000,000 capital bonds that were issued on 11 July 2019 following
Mercury's full redemption on the same date of 300,000,000 capital bonds that had previously been quoted on the NZX under the ticker code "MCY010."
These 300,000,000 capital bonds are quoted on the NZX (NZX ticker code "MCY020").
Name
Number of
capital bonds
% of capital
bonds
2
Forsyth Barr Custodians Limited82,438,00027.4 8
JBWere (NZ) Nominees Limited35,514,00011.84
FNZ Custodians Limited 14,165,0004.72
Custodial Services Limited13,569,0004.52
Custodial Services Limited13,271,0004.42
Custodial Services Limited10,046,0003.35
National Nominees New Zealand Limited7,500,0002.50
Investment Custodial Services Limited6,618,0002.21
Forsyth Barr Custodians Limited5,801,0001.93
Custodial Services Limited5,104,0001.70
Generate Kiwisaver Public Trust Nominees Limited5,000,0001.67
Custodial Services Limited4,595,0001.53
Sterling Holdings Limited3,804,0001.27
New Zealand Methodist Trust Association 3,155,0001.05
Best Farm Limited2,900,0000.97
Custodial Services Limited2,853,0000.95
Private Core Income Portfolio2,750,0000.92
John Culyer Wigglesworth & Dennis James Munn
& Sondra Wigglesworth <J C Wigglesworth Family A/C>
2,100,0000.70
The Tindall Foundation Inc1,800,0000.60
JBWere (NZ) Nominees Limited1,750,0000.58
Total224,733,00074.91
1. As required by the NZX Listing Rules, NZCSD holdings are now included above and not detailed separately. These capital bonds
were issued on 11 July 2019 and quoted on 12 July 2019.
2. Percentage calculated on the basis of Mercury having 300,000,000 capital bonds on issue as at 11 July 2019.
Distribution of bondholders and holdings as at 11 July 2019
1
Size of holding
Number of
capital bondholders
% of capital
bondholders
Number of
capital bonds
Holding
quantity %
1 to 5,000915.28455,0000.15
5,001 to 10,00028016.262,724,0000.91
10,001 to 100,0001,22371.0242,860,00014.29
100,001 and above 1287.43253,961,00084.65
Total1,722100300,000,000100
1. These capital bonds were issued on 11 July 2019 and quoted on 12 July 2019.
OUR ANNUAL REPORT 2019
STOCK EXCHANGE LISTINGS
Mercury NZ Limited (referred to in this section as "Mercury" or "the
Company") is listed on the New Zealand stock exchange and as an ASX
Foreign Exempt Listing on the Australian stock exchange.
In New Zealand, Mercury is listed with a 'non-standard' (NS) designation.
This is due to particular provisions of the Constitution, including the
requirements regulating ownership and transfer of ordinary shares.
ASX approved a change in Mercury's ASX admission category from
an ASX Listing to an ASX Foreign Exempt Listing, effective from the
commencement of trading on 19 February 2016.
The Company continues to have a full listing on the NZX Main Board,
and Mercury's shares are still listed on the ASX. The Company is primarily
regulated by the NZX, complies with the NZX Listing Rules, and is exempt
from complying with most of the ASX Listing Rules (based on the
principle of substituted compliance).
MERCURY NZ LIMITED
The following persons held office as directors of Mercury NZ Limited as
at the end of the 2019 financial year, being 30 June 2019: Joan Withers,
Prue Flacks, James Miller, Mike Taitoko, Keith Smith, Patrick Strange,
Andy Lark and Scott St John.
SUBSIDIARY COMPANIES
The following persons held office as directors of subsidiaries of Mercury
NZ Limited during FY2019
1
:
Company nameDirectors
Bosco Connect LimitedFraser Whineray
William Meek
Tony Nagel
Glo-Bug LimitedFraser Whineray
William Meek
Tony Nagel
Kawerau Geothermal LimitedFraser Whineray
William Meek
Tony Nagel
Mercury Energy LimitedFraser Whineray
William Meek
Tony Nagel
Mercury SPV Limited (formerly Metrix
Limited)
Fraser Whineray
William Meek
Tony Nagel
Mighty Geothermal Power International
Limited
Fraser Whineray
William Meek
Tony Nagel
Mighty Geothermal Power LimitedFraser Whineray
William Meek
Tony Nagel
COMPANY DISCLOSURES.
Company nameDirectors
Mercury ESPP LimitedWilliam Meek
Tony Nagel
Marlene Strawson
Mercury Geothermal LimitedFraser Whineray
William Meek
Tony Nagel
Mercury LTI LimitedPrue Flacks
Mike Taitoko
Howard Thomas
Ngatamariki Geothermal LimitedFraser Whineray
William Meek
Tony Nagel
Rotokawa Generation LimitedWilliam Meek
Nicholas Clarke
Michael Stevens
Rotokawa Geothermal LimitedFraser Whineray
William Meek
Tony Nagel
Michael Stevens
Rotokawa Joint Venture Limited (50%)Aroha Campbell
Nicholas Clarke
Mana Newton
Natasha Strong
Mark Thompson
Michael Stevens
Special General Partner LimitedFraser Whineray
William Meek
Tony Nagel
Mighty River Power LimitedFraser Whineray
William Meek
Tony Nagel
Blockchain Energy LimitedFraser Whineray
William Meek
Tony Nagel
Mercury Solar LimitedFraser Whineray
William Meek
Tony Nagel
What Power Crisis (2016) LimitedFraser Whineray
William Meek
Tony Nagel
Metrix Limited
2
Fraser Whineray
3
William Meek
3
Tony Nagel
3
1. Mercury Drive Limited was incorporated on 1 July 2019, which was outside of this
reporting period. The directors of Mercury Drive Limited are Fraser Whineray,
William Meek and Tony Nagel.
2. Metrix Limited was incorporated on 13 December 2018 and was transferred
pursuant to Mercury’s sale of the Metrix business, which completed on 1 March
2019. Metrix Limited is, therefore, no longer a subsidiary of Mercury.
3. Directors who have resigned during FY2019.
120 // 121DISCLOSURES
WAIVERS FROM THE NEW ZEALAND AND
AUSTRALIAN STOCK EXCHANGES
ASX
ASX has granted Mercury NZ Limited (referred to in this section as
"Mercury" or "the Company") waivers in respect of the ASX Listing
Rules to allow Mercury's Constitution to contain provisions reflecting the
ownership restrictions imposed by the New Zealand Public Finance Act
1989 ("Public Finance Act") and to allow the Crown to cancel the sale of
shares to applicants who acquire shares under the General Offer and are
not New Zealand Applicants.
The majority of the waivers that ASX previously granted to Mercury are
no longer relevant following the change to the Company’s admission
category to an ASX Foreign Exempt Listing in February 2016. The waivers
from ASX Listing Rules 8.10 and 8.11 continue to apply. These waivers
permit the Constitution to contain provisions:
• allowing the Crown and Mercury to enforce the 10% limit; and
• enabling Mercury to prevent shareholders who acquired shares under
the General Offer and are not New Zealand applicants from transferring
those shares and to enable Mercury to sell those shares.
NZX
The Company transitioned to the new NZX Listing Rules dated 1 January
2019 on 17 April 2019, and has relied on the class waivers and rulings granted
by NZX Regulation on 19 November 2018 in relation to the transition.
INFORMATION ABOUT MERCURY NZ LIMITED
ORDINARY SHARES
This statement sets out information about the rights, privileges, conditions
and limitations, including restrictions on transfer, that attach to shares
in Mercury.
Rights and privileges
Under the Constitution and the New Zealand Companies Act 1993
(“Companies Act”), each share gives the holder a right to:
• attend and vote at a meeting of shareholders, including the right to cast
one vote per share on a poll on any resolution, such as a resolution to:
–appoint or remove a director;
–adopt, revoke or alter the Constitution;
–approve a major transaction (as that term is defined in the
Companies Act);
–approve the amalgamation of the Company under section
221 of the Companies Act; or
–place the Company in liquidation;
• receive an equal share in any distribution, including dividends, if any,
authorised by the Board and declared and paid by the Company in
respect of that share;
• receive an equal share with other shareholders in the distribution of
surplus assets in any liquidation of the Company;
• be sent certain information, including notices of meeting and
the Company reports sent to shareholders generally; and
OTHER DISCLOSURES.
• exercise the other rights conferred upon a shareholder by the
Companies Act and the Constitution.
Restrictions on ownership and transfer
The Public Finance Act includes restrictions on the ownership of certain
types of securities issued by Mercury and consequences for breaching
those restrictions. The Constitution incorporates these restrictions and
mechanisms for monitoring and enforcing them.
A summary of the restrictions on the ownership of shares under the
Public Finance Act and the Constitution is set out below. If Mercury issues
any other class of shares, or other securities which confer voting rights, in
the future, the restrictions summarised below would also apply to those
other classes of shares or voting securities.
51% Holding
The Crown must hold at least 51% of the shares on issue.
The Company must not issue, acquire or redeem any shares if such
issue, acquisition or redemption would result in the Crown falling below
this 51% holding.
10% Limit
No person (other than the Crown) may have a ‘relevant interest’ in more
than 10% of the shares on issue (“10% Limit”).
The Company must not issue, acquire or redeem any shares if it has
actual knowledge that such issue, acquisition or redemption will result in
any person other than the Crown exceeding the 10% Limit.
Ascertaining whether a breach has occurred
If a holder of shares breaches the 10% Limit or knows or believes that a
person who has a relevant interest in shares held by that holder may have
a relevant interest in shares in breach of the 10% Limit, the holder must
notify Mercury of the breach or potential breach.
Mercury may require a holder of shares to provide it with a statutory
declaration if the Board knows or believes that a person is, or is likely
to be, in breach of the 10% Limit. That statutory declaration is required
to include, where applicable, details of all persons who have a relevant
interest in any shares held by that holder.
Determining whether a breach has occurred
Mercury has the power to determine whether a breach of the 10% Limit
has occurred and, if so, to enforce the 10% Limit. In broad terms, if:
• Mercury considers that a person may be in breach of the 10% Limit; or
• a holder of shares fails to lodge a statutory declaration when required
to do so or lodges a declaration that has not been completed to the
reasonable satisfaction of the Company,
then Mercury is required to determine whether or not the 10% Limit has
been breached and, if so, whether or not that breach was inadvertent.
Mercury must give the affected shareholder the opportunity to make
representations to the Company before it makes a determination on
these matters.
OUR ANNUAL REPORT 2019
OTHER DISCLOSURES (CONTINUED)
Effect of exceeding the 10% Limit
A person who is in breach of the 10% Limit must:
• comply with any notice received from Mercury requiring them to
dispose of shares or their relevant interest in shares, or take any other
steps that are specified in the notice, for the purpose of remedying the
breach; and
• ensure that they are no longer in breach within 60 days after the date
on which they became aware, or ought to have been aware, of the
breach. If the breach is not remedied within that timeframe, Mercury
may arrange for the sale of the relevant number of shares on behalf of
the relevant holder. In those circumstances, the Company will pay the
net proceeds of sale, after the deduction of any other costs incurred
by the Company in connection with the sale (including brokerage and
the costs of investigating the breach of the 10% Limit), to the relevant
holder as soon as practicable after the sale has been completed.
If a relevant interest is held in any shares in breach of the 10% Limit then,
for so long as that breach continues:
• no votes may be cast in respect of any of the shares in which a relevant
interest is held in excess of the 10% Limit; and
• the registered holder(s) of shares in which a relevant interest is held in
breach of the 10% Limit will not be entitled to receive, in respect of the
shares in which a relevant interest is held in excess of the 10% Limit,
any dividend or other distribution authorised by the Board in respect of
the shares.
However, if the Board determines that a breach of the 10% Limit was not
inadvertent, or that it does not have sufficient information to determine
that the breach was not inadvertent, the registered holder may not
exercise the votes attached to, and will not be entitled to receive any
dividends or other distributions in respect of, any of its shares.
An exercise of a voting right attached to a share held in breach of the 10%
Limit must be disregarded in counting the votes concerned. However,
a resolution passed at a meeting is not invalid where votes exercised in
breach of the voting restriction were counted by the Company in good
faith and without knowledge of the breach.
The Board may refuse to register a transfer of shares if it knows or believes
that the transfer will result in a breach of the 10% Limit or where the
transferee has failed to lodge a statutory declaration requested from it by
the Board within the prescribed timeframe.
Crown directions
The Crown has the power to direct the Board to exercise certain of the
powers conferred on it under the Constitution (for example, where the
Crown suspects that the 10% Limit has been breached but the Board has
not taken steps to investigate the suspected breach).
Trustee corporations and nominee companies
Trustee corporations and nominee companies (that hold securities on
behalf of a large number of separate underlying beneficial holders) are
exempt from the 10% Limit provided that certain conditions are satisfied.
Share cancellation
In certain circumstances, shares could be cancelled by the Company
through a reduction of capital, share buy-back or other form of
capital reconstruction approved by the Board and, where applicable,
the shareholders.
Sale of less than a Minimum Holding
Mercury may, at any time, give notice to a shareholder holding less than
a Minimum Holding of shares (as that term is defined in the NZX Listing
Rules) that if, at the end of three months after the date the notice is given,
shares then registered in the name of the holder are less than a Minimum
Holding, Mercury may sell those shares through the NZX Main Board or in
some other manner approved by NZX Limited, and the holder is deemed
to have authorised Mercury to act on behalf of the holder and to sign all
necessary documents relating to the sale.
For the purposes of the sale and of Rule 5.12 of the ASX Settlement
Operating Rules, where the Company has given a notice that complies
with Rule 5.12.2 of the ASX Settlement Operating Rules, the Company
may, after the end of the time specified in the notice, initiate a Holding
Adjustment to move the relevant shares from that CHESS Holding to
an Issuer Sponsored Holding (as those terms are defined in the ASX
Settlement Operating Rules) or to take any other action the Company
considers necessary or desirable to effect the sale.
The proceeds of the sale of any shares sold for being less than a Minimum
Holding will be applied as follows:
• First, in payment of any reasonable sale expenses.
• Second, in satisfaction of any unpaid calls or any other amounts owing
to the Company in respect of the shares.
• The residue, if any, must be paid to the person who was the holder
immediately before the sale or his or her executors, administrators
or assigns.
122 // 123DISCLOSURES
Cancellation of sale of shares
The Crown may cancel the sale of shares to an applicant under the offer
of shares by the Crown (“the Offer”) in the Mighty River Power Share Offer
Investment Statement and Prospectus if the applicant misrepresented
its entitlement to be allocated shares under the Offer as a ‘New Zealand
Applicant’ (as that term is defined in the Share Offer Investment
Statement and Prospectus). If the Crown cancels a sale of shares
on those grounds:
• Mercury must sell shares held by that applicant, up to the number of
shares sold to it under the Offer, irrespective of whether or not those
shares were acquired by the applicant under the Offer (unless the
applicant had previously sold, transferred or disposed of all of its shares
to a person who was not an associated person of the applicant); and
• the applicant will receive from the sale the lesser of:
–the sale price for the shares less the costs incurred by the Crown
and the Company; and
–the aggregate price paid for the shares less those costs, with any
excess amount being payable to the Crown.
If an applicant who misrepresented their entitlement to shares has sold,
transferred or otherwise disposed of shares to an associated person, then
the power of sale will extend to shares held by that associated person, up
to the number of shares transferred, sold or otherwise disposed of to the
associated person by the relevant applicant.
DONATIONS
Donations of $101,294 were made by the Group during the year ended
30 June 2019 ($203,069 during the year ended 30 June 2018). Under
Mercury’s Delegations Policy, donations to political parties are prohibited.
OTHER DISCLOSURES
Mercury NZ Limited is incorporated in New Zealand and is not subject
to Chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Australia).
Mercury will not acquire any classified assets in circumstances in which
the ASX Listing Rules would require the issue of restricted securities,
without the written consent of ASX.
On 20 August 2019 the Board declared a fully imputed final dividend
of 9.3 cents per share to all shareholders who are on the Company’s
share register at 5.00pm on the record date of 13 September 2019. The
dividends will be imputed at a corporate tax rate of 28%, which amounts
to an imputation credit of 3.62 cents per share for the final dividend.
Mercury will also pay a supplementary dividend of 1.64 cents per share
relating to the final dividend to non-resident shareholders. The Company
will receive from the New Zealand Inland Revenue Department a tax credit
equivalent to supplementary dividends.
These dividends, together with the interim dividend of $84.4 million
(6.2 cents per share) paid to shareholders on 1 April 2019, brings the
total declared dividends to $211.1 million (or 15.5 cents per share).
As at the date of this annual report, the Company has a S&P’s BBB+
rating with a stable outlook. The Company benefits from a one-notch
uplift due to the Crown’s majority ownership.
Mercury’s Net Tangible Assets per Share (excluding treasury stock) as at
30 June 2019 was $2.54, compared with $2.35 at 30 June 2018.
OUR ANNUAL REPORT 2019
Shareholder enquiries
Changes in address, dividend payment details and investment portfolios
can be viewed and updated online: www.investorcentre.com/nz. You will
need your CSN and FIN numbers to access this service.
Enquiries may be addressed to the Share Registrar (see Directory for
contact details).
Investor information
Our website at www.mercury.co.nz is an excellent source of information
about what’s happening within the company.
Our Investor Centre allows you to view all regular investor
communications, information on our latest operating and financial results,
dividend payments, news and share price history.
Electronic shareholder communication
It is quick and easy to make the change to receiving your reports
electronically. This can be done either:
• Online at www.investorcentre.com/nz by using your CSN and FIN
numbers (when you log in for the first time). Select "View Portfolio"
and log in. Then select ‘"Update My Details" and select
"Communication Options"; or
• By contacting Computershare Investor Services Limited by email,
fax or post.
INFORMATION FOR SHAREHOLDERS.
124 // 125INFORMATION FOR SHAREHOLDERS
DIRECTORY.
Board of Directors
Joan Withers, Chair
Prue Flacks
Andy Lark
James Miller
Keith Smith
Scott St John
Patrick Strange
Mike Taitoko
Executive Team
Fraser Whineray,
Chief Executive
Kevin Angland,
General Manager Digital Services
Nick Clarke,
General Manager Geothermal & Safety
Phil Gibson,
General Manager Hydro & Wholesale
Julia Jack,
Chief Marketing Officer
William Meek,
Chief Financial Officer
Tony Nagel,
General Manager Corporate Affairs
Matthew Olde,
General Manager
Marlene Strawson,
General Manager People & Performance
Company Secretary
Howard Thomas,
General Counsel
Investor Relations & Sustainability Enquiries
Tim Thompson,
Head of Treasury & Investor Relations
Mercury NZ Limited
P O Box 90399
Auckland 1142
New Zealand
Phone: +64 27 517 3470
Email: investor@mercury.co.nz
Registered Office in New Zealand
33 Broadway, Newmarket, Auckland 1023
Registered Office in Australia
c/– TMF Corporate Services (Australia) Pty Limited
Level 16, 201 Elizabeth Street
Sydney, NSW 2000
Phone: +61 2 8988 5800
Legal Advisors
Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street,
Auckland 1010
PO Box 2206, Auckland 1140
Phone: +64 9 357 9000
Bankers
ANZ Bank
ASB Bank
Bank of New Zealand
China Construction Bank
Mitsubishi UFJ Financial Group
Mizuho Bank
Westpac
Credit Rating (reaffirmed December 2018)
Long term: BBB+
Outlook: Stable
Share Register – New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna,
Auckland 0622
Private Bag 92 119
Auckland 1142, New Zealand
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Web: www.investorcentre.com/nz
Share Register – Australia
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street, Abbotsford, VIC 3067
GPO Box 3329, Melbourne, VIC 3001, Australia
Phone: 1 800 501 366 (within Australia)
Phone: +61 3 9415 4083 (outside Australia)
Email: enquiry@computershare.co.nz
OUR ANNUAL REPORT 2019
Tilt Renewables’ Tararua Wind Farm
ENERGY MADE WONDERFUL.ENERGY MADE WONDERFUL.
---
Distribution Notice
Section 1: Issuer information
Name of issuer Mercury NZ Limited
Financial product name/description Mercury NZ Limited ordinary shares
NZX ticker code MCY
ISIN (If unknown, check on NZX
website)
NZMRPE0001S2
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 13/09/2019
Ex-Date (one business day before the
Record Date)
12/09/2019
Payment date (and allotment date for
DRP)
30/09/2019
Total monies associated with the
distribution
$126,639,706.85
Source of distribution (for example,
retained earnings)
Income available for distribution
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution $0.12916667
Total cash distribution $0.09300000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount $0.01641176
Section 3: Imputation credits and Resident Withholding Tax
Is the distribution imputed Fully imputed
If fully or partially imputed, please
state imputation rate as % applied
100%
Imputation tax credits per financial
product
$0.03616667
Resident Withholding Tax per
financial product
$0.00645833
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Howard Thomas, Company Secretary
Contact person for this
announcement
Howard Thomas, Company Secretary
Contact phone number +64 9 308 8200
Contact email address Howard.Thomas@Mercury.co.nz
Date of release through MAP
20/08/2019
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.
- MEL — Meridian Energy Limited: Meridian Energy Limited 2019 Full Year Financial Results2019-08-25
“On behalf of the Board and the Executive Team, a sincere thank you to our shareholders, our customers, communities and partners; and lastly, to the Meridian teams who have delivered you a company to be proud of, and an outstanding financial result. The Board and people o…”
- NZM — NZME Limited: Half year results to 30 June 20192019-08-26
“Results announcement (for Equity Security issuer/Equity and Debt Security issuer) Results for announcement to the market Name of issuer NZME Limited Reporting Period Six months to 30 June 2019 Previous Reporting Period Six months to 30 June 2018 Currency NZD Amount (00…”
- KFL — Kingfish Limited: Kingfish Delivers Record Result2019-05-26
“Kingfish Limited Results announcement (for Equity Security issuer) Updated as at 27 May 2019 Results for announcement to the market Name of issuer Reporting Period 12 months to 31 March 2019 Previous Reporting Period 12 months to 31 March 2018 Currency Amount (…”