Chorus Full Year Results and Annual Report
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand
Email: company.secretary@chorus.co.nz
STOCK EXCHANGE ANNOUNCEMENT
26 August 2019
Chorus 2019 full year results & annual report
The following are attached in relation to Chorus’ FY19 full year results and annual report:
1. Media Release
2. Investor Presentation
3. Annual Report (including audited financial statements)
4. NZX Financial Results Announcement
5. NZX Distribution Notice
6. Corporate Governance Statement
7. Letter to investors
Chief Executive Officer Kate McKenzie, and Chief Financial Officer David Collins, will
discuss the FY19 full year results by webcast at 11.00am New Zealand time today. The
webcast will be available at www.chorus.co.nz/webcast.
ENDS
For further information:
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
Nathan Beaumont
Stakeholder Communications Manager
Phone: +64 4 896 4352
Mobile: +64 (21) 243 8412
Email: nathan.beaumont@chorus.co.nz
---
MEDIA RELEASE
26 August 2019
Chorus full year result for FY19
Fibre demand at record levels as rollout remains on track
EBITDA $636m (FY18: $653m) in line with guidance of $625m to $645m
Peak communal rollout year delivered successfully with capital expenditure of
$804m slightly below guidance
Fibre uptake at record level with 186,000 fibre installations in FY19
Household data usage on copper and fibre connections across Chorus’ network
increased by 55GB to 265GB
Strong year for broadband connections, with an increase of 9,000 lines
Total fixed line connections reduced by 76,000, consistent with FY18
Final fully imputed dividend 13.5 cents per share
Chorus has today reported earnings before interest, tax, depreciation and amortisation
(EBITDA) of $636m for the year ended 30 June 2019, in line with guidance.
Operating revenue for the period was $970m (FY18: $990m) and operating expenses
were $334m (FY18: $337m). Depreciation and amortisation for the period was $393m
(FY18: $387m), delivering earnings before interest and tax (EBIT) of $243m (FY18:
$266m).
Net profit after tax (NPAT) was $53m, reflecting reduced revenue and the increased
interest costs of borrowing to fund the UFB rollout.
Chorus has also today announced that Kate McKenzie is to step down as CEO and
Managing Director at the end of 2019 (see separate press release).
Speaking about the results, Ms McKenzie said as the original UFB programme nears
completion, demand for fibre has reached record levels and more than half of Chorus’
broadband connections are on fibre.
“When Chorus signed up to the original UFB project with the Government in 2011 we had
a target of 20% for fibre uptake by 2020. We’ve well and truly smashed that target.
"This year demand for fibre was stronger than ever. We completed a record 186,000
fibre installations, and fibre uptake within our UFB areas grew from 45% to 53%. That is
all the more impressive when you consider we built the network past another 176,000
homes and businesses during FY19.”
Although the original UFB programme is nearing completion, Chorus is already making
good progress taking fibre to some of the more than 300 towns included as part of the
UFB2 extension. The completion of the original UFB programme also heralds the
beginning of reducing capital expenditure.
Insatiable appetite for data
Demand for data on Chorus’ network also continues to break records, reflecting the ever-
increasing range of online streaming content and the proliferation of connected devices in
the home. Monthly average household data usage on copper and fibre connections across
Chorus’ network increased by 55GB to 265GB in FY19. Fibre customers used an average
of 341GB.
“Pleasingly we’ve seen a growing proportion of customers opt for higher speed
connections, with uptake of 1 gigabit per second plans increasing from 7% to 10% of our
consumer connections in the period.”
Fibre delivers peak performance
As data demands grow significantly, Chorus’ ability to deliver consistent throughput at
dedicated speeds is a significant advantage, Ms McKenzie says.
Chorus has seen peak time traffic across its network grow from 1,500Gbps in June 2018
to 1,900Gbps in June 2019. This is the equivalent of 380,000 simultaneous high-
definition video streams.
“By the end of 2022, we will have made 1Gbps connections with no data cap constraints
available to more than 1.3 million potential customers. We’re already trialling next
generation 10Gbps services with retailers.”
Broadband line growth
Chorus had a strong year for broadband connections, with an increase of 9,000 lines.
This was a significant jump from a gain of just 1000 lines in FY18, reflecting Chorus’
ongoing initiatives to win broadband customers from cable and fixed wireless networks in
Chorus areas, together with premises growth nationwide.
Customer experience
Chorus has continued its strong focus on providing excellent customer service.
Chorus is on track to achieving an ambitious goal of connecting 75% of residential fibre
orders in a single appointment. This “fibre in a day” initiative underpins Chorus’ goal of
making it as easy as possible for customers to have fibre connected to their home or
business.
“While we had already made good progress in working with retailers and service
companies to streamline our processes, this new initiative has challenged us to
completely reconfigure our long-standing fibre installation process from two customer
appointments to just one.”
By the end of FY19, customer satisfaction had lifted from 7.5 out of ten to 7.7. However,
where customers were part of the fibre in a day process, Chorus achieved 8.0 out of ten.
Technicians also rated highly, with customer satisfaction scores of 8.5 out of ten.
Strategy focus
Chorus’ overarching strategy remains simple, Ms McKenzie says.
“We want to keep connecting as many customers to fibre as fast as we can, while
continuing to do everything we can to keep improving customer satisfaction.
“Despite some of the competitive challenges we face, particularly the decline in voice-
only connections, we remain focussed on returning to modest EBITDA growth in FY20.
“Declining copper connection volumes present an opportunity for us to realise
maintenance and capital expenditure savings in some areas. However, this doesn’t mean
we’ll stop looking after the copper network. Faults on the copper network remain
relatively infrequent, averaging about once every five years, and usually take less than
24 hours to repair.
“The Commission has indicated it will develop a copper withdrawal code for the industry
by mid-2020. Naturally, we’ll take a customer-centric approach and inform consumers
well in advance and in accordance with the new code.
“While we’re starting to plan for when we might start switching off parts of the copper
network in our fibre areas, it will be on a street-by-street basis, subject to factors such
as fibre uptake. In the interim, we believe retailers need to take care to avoid creating
consumer confusion about the timeframes for copper switch-off. Some consumers appear
to have been advised that they need to disconnect from the copper network when that
isn’t the case.”
Dividend
Chorus will pay a final dividend of 13.5 cents per share, fully imputed, on 08 October
2019 to all shareholders registered at 5pm on 24 September 2019. A supplementary
dividend will be paid to non-resident shareholders. A dividend reinvestment plan will
apply for the final dividend at a discount rate of 3%. Applications to participate must be
received by 5pm (NZ time) on 25 September 2019.
FY20 guidance
EBITDA: $625 - $645 million
Gross capex: $660 - $700 million
Dividend policy: The Board expects to update the dividend policy once the
Commerce Commission finalises the value of Chorus’ regulated asset base and
regulated revenue for fibre, currently due in June 2021. Until then, the Board expects
to be able to provide shareholders with modest dividend growth, subject to no
material adverse changes in circumstance or outlook.
FY20 dividend: 24 cents per share, subject to no material adverse changes in
circumstance or outlook.
ENDS
Chorus Chief Executive, Kate McKenzie, and Chief Financial Officer David Collins will
discuss the full year results at a briefing in Wellington from 11.00am (NZ time). The
webcast will be available at www.chorus.co.nz/webcast
For further information:
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
Nathan Beaumont
Stakeholder Communications Manager
Mobile: +64 21 243 8412
Email: Nathan.beaumont@chorus.co.nz
---
FY19 FULL YEAR RESULT
26 August 2019
26 August 2019
FY19 FULL YEAR RESULT
Disclaimer
This presentation:
• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus
securities.
• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known
and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto
differ materially from those contained in this presentation.
• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.
• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing
rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.
• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2019 and NZX and ASX
market releases.
• Includes non-GAAP financial measures such as "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and
therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for,
or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance indicator and we believe it
assists investors in assessing the performance of the core operations of our business.
• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errorsor
omissions.
• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are
made as to the accuracy or completeness of such information.
2
Agenda
>FY19 overview, fibre rollout and connections4-9
>Financial results10-14
>Capex: including FY20 guidance15-20
>FY20 EBITDA guidance and summary21-22
>Capital management, FY20 dividend, debt23-27
>Strategic focus: from build to operate29-30
>Active wholesaler31-35
>Data usage36-37
>FY20: Our priorities38
Appendices
A: Connection and market trends39-40
B: Key RAB implementation parameters41
C: UFB programme guidance and Crown securities42
26 August 2019
Kate McKenzie, CEO
David Collins, CFO
Kate McKenzie, CEO
FY19 FULL YEAR RESULT
3
26 August 2019
FY19 FULL YEAR RESULT
4
UFB rollout 80% complete: 842,000 premises passed
Uptake
26 August 20195
FY19 FULL YEAR RESULT
>Uptake increased from 45%
to 53%
584,000 connections in
UFB area (FY18: 415,000)
1,108,000customers able
to connect (FY18: 932,000)
fibre passed another
176,000 customers
26 August 2019
Lifting productivity and customer experience
FY19: 30k more fibre installations
FY19 FULL YEAR RESULT
installation crews reduced from 800 to 670
lifted customer satisfaction from 7.5 to 7.7
400,000 addresses categorised as requiring a
single visit: 90% accuracy to date
lead times down from 13 business days to 8
days
work in progress reduced from 30k to 23k
managed migration installations increased from
12k to 23k, customer experience score of 8.0
6
524
615
800
670
No. of crews:
FY19 connection movements by Zone (indicative)
* Includes planned UFB1, 2 and 2+ coverage
**Excludes 16k fibre premium and data services (copper) connections
26 August 2019
▪new premises growth and VDSL vectoring upgrade offsetting wireless
7
See Appendix A for FY19 connection movements by category
FY19 FULL YEAR RESULT
-58
-6
-19
42
-1
-32
-60-40-200204060
Broadband (copper + fibre)Copper (no broadband)
▪premises growth, increasing broadband penetration and winbackof offnet
customers (cable/wireless) as fibre footprint grows
▪retailers targeted their customers with wireless voice
▪ongoing wireless voice competition
▪LFCs growing broadband connections as retailers promote fibre
▪unbundled copper migrating to LFC fibre; voice only connections to
wireless
Chorus
UFB zone*
Rural
zone
(non-UFB)
Local Fibre
Company
(UFB zone)
Total connections at 30 June**1,092,000199,000143,000
Broadband connections946,000153,00097,000
Copper (no broadband) connections146,00046,00046,000
LFC
Rural
CNU UFB
Chorus UFB and rural zones
26 August 2019
FY19 FULL YEAR RESULT
8
Fibre61% of broadband in UFB zone
17k fibreconnections in rural zone
-
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
Rural zone broadband mix
FTTPCopper broadband
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
Chorus UFB zone broadband mix
FTTPCopper broadband
>166,000mass market fibre connections added in FY19
(FY18: 141,000)
▪71% of mass market fibre connections on 100Mbps
>1Gbps connections grew by 28k to 58k, now 10% of mass
market fibre connections
▪~15% of total orders are for 1Gbps; ~10% of new
connections
▪95%+ of Dunedin Gigatownconnections retained on
1Gbps following end of sponsorship
0
10
20
30
40
50
60
70
80
90
100
Jun-18Sep-18Dec-18Mar-19Jun-19
Business + Education
% of
plans
Total mass market fibre uptake by plan type
50Mbps
100Mbps
1Gbps
26 August 2019
Active wholesaler campaigns driving ARPU growth
200Mbps
9
$60 p.m.
$46 p.m.
$42.50
p.m.
$55 p.m.
FY19 FULL YEAR RESULT
Financial performance
David Collins, Chief Financial Officer
26 August 2019
FY19 FULL YEAR RESULT
Income statement
26 August 2019
FY19
$m
FY18
$m
Operating revenue970990
Operating expenses(334)(337)
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
636653
Depreciation and amortisation(393)(387)
Earnings before interest and income tax243266
Net interest expense(165)(144)
Net earnings before income tax78122
Income tax expense(25)(37)
Net earnings for the year5385
FY19 FULL YEAR RESULT
11
>Growing fibre asset & copper cable depreciation
accelerated in our UFB fibre areas
>NZ$500m bond issued in Dec 2018; average
interest rate on debt now 5.75%
>Reducing copper connections, mostly offset by
fibre broadband growth
>Tight cost control
26 August 2019
FY19
$m
FY18
$m
Fibre broadband (GPON)294198
Fibre premium (P2P)7478
Copper based voice106133
Copper based broadband344421
Data services copper1827
Field Services7470
Value added network
services
3033
Infrastructure2423
Other67
Total970990
FY19 FULL YEAR RESULT
Copper revenues declining as customers migrate to Chorus fibre or
competing fibre/wireless networks
>Increased subdivision demand
>Revenue growing as fibre uptake and ARPU increases
>Customers moving from legacy services to lower priced UFB services
Revenue
12
>Commercial co-lo growth offsetting reduced copper unbundling demand
26 August 2019
FY19
$m
FY18
$m
Labour 7473
Provisioning66
Network maintenance7587
Other network costs3334
IT5054
Rent, rates and property
maintenance
3024
Regulatory levies1613
Electricity1715
Consultants75
Insurance33
Other2323
Total334337
FY19 FULL YEAR RESULT
>CPI impact & lower capitalisation levels, partially offset by lower staff
numbers & reduced one-off restructuring costs
Expenses
>New platforms enabling lower IT maintenance and support costs
>Increase in external advice related to new regulatory framework
13
>Reduction reflects technology reducing unnecessary technician visits, fibre
network performance, favourable weather, and fewer copperconnections
>Rateable values for network assets increasing with rollout
>Increased funding provided for new regulatory framework
>Higher electricity prices
▪copper (fixed and variable) fault volumes reduced due to
favourable weather in FY19 vs FY18, particularly in Auckland
region, and reduction in total copper connections.
▪copper (variable) fault volumes also reduced due to fewer
copper connections and a decline in unnecessary technician
visits.
▪long run annual savingfrom full copper to fibre migration in
Chorus UFB areas estimated at ~$10m p.a.
▪fibre maintenance increasing as share of connections grows,
but fault rate is lower on fibre (although costlier to fix).
26 August 2019
Reactive maintenance: Chorus network
Key drivers for $66m spend (FY18:$75m)
FY19 FULL YEAR RESULT
14
0
10
20
30
40
FibreCopper - fixedCopper -
variable
Reactive spend by type
FY18FY19
0
10
20
30
40
Chorus UFBRural (Non UFB)LFC UFB
Copper -reactive spend by area
Note:
reactive maintenance excludesspend on proactive maintenance and
customer networks (i.e. premises wiring, no fault found, cancellations)
‘fixed’ faults: occur in parts of the network that affect multiple customers
(e.g. cable between exchange and cabinet)
‘variable’ faults: only affect one customer (e.g. cable on customer property)
$m
$m
26 August 2019
We’ve passed our capex peak
>FY19:$804m gross capex
▪below $820m -$860m range due to
reduced copper spend and fibre
connections mix
>FY20 guidance: $660m -$700m gross
capex
FY17FY18FY19FY20 GUIDANCE
CommonCopperFibre - otherFibre - connectFibre - communal
$810m
FY19 FULL YEAR RESULT
$660 -$700m
550-580
50-70
50-65
95
132
58
15
$804m
111
81
59
294
231
245
308
258
125
57
183
66
$689m*
*FY17 capex adjusted for NZ IFRS
**FY20 subtotals are not additive
**
26 August 2019
Capex: Fibre
FY19: 124,000 brownfields premises passed; 186,000 installations
FibrecapexFY19
$m
FY18
$m
UFB communal245231
Fibre connections & layer 2308294
Fibre products & systems1717
Other fibre connections & growth6565
Customer retention costs2913
Subtotal664620
>includes $105m UFB2 rollout (FY18: $61m); $75m WIP (FY18: $77m)
FY19 FULL YEAR RESULT
Cost per UFB1 premises passed (CPPP): ~$1,573 vs $1,500 -$1,600 guidance (FY18: $1,568)
Crown funding now claimed for ~33k UFB1 greenfieldspremises (18k in FY19) representing capex to date of
~$37m recognised in prior years ‘Other fibre connections & growth’
>included $8m UFB2 backhaul (FY18: $3m) and $10m pole replacement
>reflects incentive offers linked to fibre connection volumes
16
>186,000 installations (FY18: 156,000), including 14,000 UFB2
26 August 2019
Capex: Fibre connections & layer 2
Fibre connections & layer 2 capexFY19 spendFY18 spend
Layer 2 (long run programmeaverage of $100 per connection)$25m$32m
Premium business fibre connections$8m: 1,200 connections$11m: 1,400 connections
Single dwelling units and apartments connections$198m: 186,000 connections
(FY19 estimate:175k -195k)
$163m: 156,000connections
Backbonebuild: multi-dwelling units and rightsof way$77m: 16,000completed
(FY19 estimate: 19,000)
$88m: 13,100completed
TOTAL SPEND$308m$294m
Note: we estimate ~60-65% of MDUs and RoWsrequiring backbone build have been completed
Cost per UFB1 premises connected (CPPC): $1,025* vs $1,000 -$1,150 guidance (FY18: $1,037)
* excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs
record year for fibre installations and backbones completed
Connections capex of $308m vs FY19 guidance of $310-$340m
FY19 FULL YEAR RESULT
17
26 August 2019
Capex: Copper and Common
CommoncapexFY19
$m
FY18
$m
Informationtechnology3435
Building& engineering services2220
Other33
Subtotal5958
CoppercapexFY19
$m
FY18
$m
Network sustain4445
Copperconnections22
Copper layer21234
Product14
Customer retention costs2247
Subtotal81132
network sustainreflects replacement of legacy
rural network, poles, proactive maintenance and
roadworks projects
copper layer 2: vectoring rollout completed FY18
customer retention costs reducing as demand
and retailer focus shifts to fibre
FY19 FULL YEAR RESULT
continued to invest in own IT platforms/technology
including a new standalone billing platform
18
1. TYPES OF SPEND
26 August 2019
FY19 FULL YEAR RESULT
19
How we think about capex investment
2. NETWORK HORIZON
RURAL
CHORUS
UFB
LFC
3. CAPITAL PRIORITISATION
STRATEGY
PAYBACK
(REGULATORY vs
CHORUS WACC)
FREE CASH FLOW
DISCRETIONARY
(e.g. footprint growth and
resilience, technology upgrades)
CONTRACTUAL
(e.g. UFB)
SUSTAIN
(e.g. TSO, network
performance)
26 August 2019
FY20 gross capex guidance
>$660m -$700m gross capex reflects:
Fibre $550m-$580m
$260-$280m fibre connections & layer 2
$140-$160m spend for UFB2/2+ communal
~$30m remaining for UFB1 communal (end Dec)
greenfieldsdemand to grow; pole and transport
(UFB2) spend continues
Copper$50m-$70m
pole programme slows outside UFB areas
Common: $50m-$65m
ongoing investment in IT platforms/technology
FY19 FULL YEAR RESULT
20
-
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
FY19FY20FY21FY22FY23
UFB rollout (premises)
UFB1 BrownfieldsUFB2UFB1 Greenfields
26 August 2019
FY20 EBITDA guidance: $625m to $645m
Focus on return to modest EBITDA growth, subject to no material
changes in expected regulatory environment or competitive outlook
Costs: We expect our initiatives to result in a
continued reduction in FY20 total expenses
transformationas we move from build to
operate (e.g. combining Customer Care and Network
Field Management functions)
greater use of digital functionality to simplify
processes and remove legacy systems (e.g. new
billing and assure platforms)
optimising maintenance spend as customers
migrate from copper to fibre
maintaining tight control of general costs to
offset incremental spend on innovation activity,
regulatory processes, and other transformation-
related one-off costs
FY19 FULL YEAR RESULT
21
Revenue
ARPU growth as copper connections transition
to fibre and customers migrate to higher spec
plans (e.g. 1Gbps, enhanced business plans)
expectation of continued broadband growth
underpinned by increasing broadband
penetration and premises growth
commercialising new revenue opportunities
26 August 2019
FY20 guidance summary
FY20 guidance FY19 result
UFB1 Cost Per Premises
Passed (CPPP)
$1,500 -$1,600$1,573
UFB2* communal capex
$140m -$160m
(based on estimated starting premises of 65,000 to 70,000 and premises
handed over of 52,000 to 70,000)
$105m
52k premises started;
45k premises handed over
UFB1 Cost Per Premises
Connected
(CPPC)
$1,000 -$1,150
(excluding layer 2 and including standard installations and some non-
standard single dwellings and service desk costs)
$1,025
Fibre connections & layer 2
capex
$260m –$280m (based on mass market 160,000 –180,000 fibre
connections,and 11,000 backbone builds and including service desk costs)
$308m
FY20 Gross capex
$660 –$700m$804m
FY20 EBITDA
$625 –645m $636m
FY19 FULL YEAR RESULT
22
* combined UFB2 and 2+ rollout plans
The Board expects to update the dividend policy once the Commerce Commission finalisesthe value of
our regulated asset base and regulated revenue for fibre, currently due in June 2021, as part of the Final
Price Quality determination.
Until then, the Board expects to continue to be able to provide shareholders with modest dividend
growth, subject to no material adverse changes in circumstance or outlook.
The Board considers that a ‘BBB’ credit rating or equivalent credit rating is appropriate for a company
such as Chorus.
26 August 2019
FY19 FULL YEAR RESULT
23
FY20
FY21FY22FY23FY24
FY25
Transition period
Second regulatory period
First regulatory period
(3 years)
Final IM
decision
June 2020
Final PQ
decision
Q2 2021
Dividend policy: transition to regulated utility
26 August 2019
FY19 FULL YEAR RESULT
24
▪supplementary dividend of 2.4 cps payable to
non-resident shareholders
▪record date: 24September 2019
▪payment date: 8October 2019
▪Dividend Reinvestment Plan applies with
3% discount to prevailing market price; open
to New Zealand and Australian resident
shareholders
13.5 cps, fully imputed
FY19 final dividend FY20 dividend guidance
24 cps, subject to no material adverse
changes in circumstances or outlook
26 August 2019
Debt: ratings agencies
As at
30 June 2019
$m
Borrowings2,361
+ PV of CFH debt
securities (senior)
155
+ Net leases payable247
Sub total2,763
-Cash(273)
Total net debt2,490
Net debt/EBITDA3.92 times
Financial covenants require senior debt ratio to be
no greater than 4.75 times
>Moody’s announced they expect to revise Chorus’
current financial leverage tolerance threshold in
2021, following the Commission’s final determination
on the fibreprice path for Chorus.
>Moody’s expect declining UFB capital spending,
reducing cash outflows and execution risks, to place
Chorus’ risk profile more in line with other regulated
utilities.
>Moody’s consider Vector the most comparable rated
peer for Chorus, but note that Chorus’ greater
competition and technology risk suggest a tighter
leverage tolerance threshold.
FY19 FULL YEAR RESULT
25
S&P threshold 4x ND/EBITDA
on a sustained basis
Moody’s to review current 4.2x
ND/EBITDA threshold in 2021
26
Regulatory outcomes need to acknowledge risk
Emerging Views paper suggested WACC below investor expectations
21 May paper implied one of the lowest WACCs for a NZ regulated utility
key focus of legislation is a smooth transition for consumers andinvestors
Commerce Commission has acknowledged importance of real financial capital maintenance: the
ability to make a fair return on and of capital over the lifetime of the assets
Crown Fibre Holdings, credit ratings agencies and European regulators have acknowledged arisk
premium is appropriate for fibre network builders
investors clear that build and financing risks need to be recognised at the time they were
addressed, not in hindsight
treatment of Crown financing has implications for other public-private partnerships
26 August 2019
FY19 FULL YEAR RESULT
>At 30 June, debt of $2,361m comprised:
▪Long term bank facilities of $550m undrawn;
▪NZ bond: $400m and $500m
▪Euro Medium Term Notes $1,461m (NZ$ equivalent at hedged rates)
NZ
$M
26 August 2019
677
400
500
785
7979
118
151
7
26
49
58
0
100
200
300
400
500
600
700
800
CIP debt securities available
Face value of CIP debt securities issued
EUR EMTN
NZ Bond
GBP EMTN
27
FY19 FULL YEAR RESULT
Crown financing and debt profile
426426
60
38.538.5
242
105
U F B 1
E Q U I T Y
U F B 1 D E B TU F B 2 / 2 +
E Q U I T Y
U F B 2 / 2 +
D E B T
AS AT 30 JUNE
drawnundrawn
>up to $1.33 billion CIP financing
available by 2023 (57:43 equity/debt)
>$912m drawn at 30 June 2019
NZ
$M
Changing gear:
from build to operate
Kate McKenzie, Chief Executive Officer
26 August 2019
FY19 FULL YEAR RESULT
26 August 2019
FY19 FULL YEAR RESULT
29
26 August 2019
Streamlining and simplification
FY19 FULL YEAR RESULT
Accelerating our transformation programme
30
>Assure: new channel launched; identifying opportunities to
solve faults proactively and remotely
>Intact connections: make it easier and faster for
customers to get service switched on
>Fibreconnect: keep refining our process; emphasis on
reducing reschedules and cancellations
>Property developers: manage growing premises volumes
and lift developer experience
>Complex orders: new channels for non-premises
connections
26 August 2019
FY19 FULL YEAR RESULT
31
Active wholesaler
71% of Kiwis agree fibreis best
>Honing our incentives and marketing
▪improved data and analytics
▪promoting higher speed plans
▪testing copper-to-fibre messaging
▪prezzycard trial
>Chorus led installations = better
customer experience
▪40% connect within 6 months of installation;
60% connect after 12 months
▪strong UFB2 response (e.g. Ohau70%
uptake)
26 August 2019
FY19 FULL YEAR RESULT
32
Fibre is winning back Wellington market share
2,600
2,900
1,500
1,700
Connections
26 August 2019
FY19 FULL YEAR RESULT
33
New focus on business broadband segments
26 August 2019
FY19 FULL YEAR RESULT
34
Growing our portfolio
Moving from innovation to product phase
Edge Centre Colocation: 3 sites open for data centre
space; ~30% of space filled
Smart locations: growing demand for non-building
connections (e.g. CCTV)
10GPON: trial with retailers to identify use cases
Fibre to desktop: market identified; exploring channels
to market
Wi-Fi ONT: device being deployed as part of standard
installation; considering Wi-Fi service options
FY19 FULL YEAR RESULT
26 August 201935
Technology evolution: fibre and 5G
Fibre5G
DeploymentAvailable across all major urban centres and
connects many existing cellsites.
Initially from suitable ‘macro’ towers. Requires infill sites then
small cell deployment (~200m radius) for optimal service.
TechnologyLight transmits data via fibre cable (10-100km)
1Gbps consumer and10Gbps business plans
available; 2-10Gbps consumer plans in trial.
Fibre to cell tower/site, then radio waves to end user.
Speed and performance vary on each cell subject to: number
of users, data usage, distance and propagation path.
CapacityDedicated connection delivers consistent
speed, unlimiteddata capacity, uncongested
performance and very low latency.
Capacity shared amongst userson each cell.
Upload speeds lower than download due to power and high
frequency challenges transmitting from mobile devices.
SpectrumLight wavesprovidesubstantial potential
bandwidth.
Wi-Fi connects devices to fibre via free public
spectrum.New Wi-Fi6devicesuse5G
technology over short distances.
3.5 GHz spectrum for 5G usagecurrently very limited.
Auction ofnew 3.5 GHz spectrum expected in 2020 for
commercial allocation in 2022.
Auction of mmWavespectrum (26 GHz) to follow and will
require new cellsites.
CostFibre already deployed.
Lowopex: no powered roadside equipment to
maintain.
Existing sites likely to require strengthening. Many more sites
required, with fibre backhaul.
Much higheropexthan fibre: site leases and power to
roadside equipment.
Unlimited data and streaming are the norm
>Growing catalogue and quality of streaming content is
driving broadband uptake and usage higher
▪2degrees bundle with Amazon Prime
▪Stuff launched news and content portal: play stuff
▪Sky TV focused on streaming services: Sky Sport Now
▪new standalone Vodafone TV device to enable online content
▪Spark Sport showing English Premier League, Rugby World
Cup
•Rugby World Cup expected to promote uptake of smart
TV’s and introduce traditional TV viewers to streaming
•Chorus network capacity increased ~50% in FY19
26 August 2019
188
341
265
0
50
100
150
200
250
300
350
Dec-14
Mar-15
Jun-15
Sep-15
Dec-15
Mar-16
Jun-16
Sep-16
Dec-16
Mar-17
Jun-17
Sep-17
Dec-17
Mar-18
Jun-18
Sep-18
Dec-18
Mar-19
Jun-19
CopperFibreAverage
Data
usage
(GB)
Monthly average data usage
per connection on our network
36
FY19 FULL YEAR RESULT
26 August 201937
77% increase in network traffic at peak time since June 2017
Fixed line network delivering consistent performance at peak time
41.8
9.3
24.3
40.9
9.1
18
0
5
10
15
20
25
30
35
40
45
VDSLADSLFixed Wireless
Download speed:
Copper line vs fixed wireless
24-7Peak time
26% drop in
performance at
peak time
0.000
1.000
2.000
Average peak time throughput on
Chorus network
Peak time = busiest daily 15 minute period
TbpsMbps
Source: Commerce Commission, June 2019
FY19 FULL YEAR RESULT
26 August 2019
FY19 FULL YEAR RESULT
FY20: Our priorities
regulatory outcomes that support a solid fibre utility
focus on end-to-end streamlining and simplification
invest in future capability
optimise our non-fibre business
create supplier partnerships fit for the future
commercialise new revenue opportunities
tap into broader connectivity opportunities
38
NEW IMAGE
0
200000
400000
600000
800000
1000000
1200000
1400000
1600000
30-Jun-1830-Sep-1831-Dec-1831-Mar-1930-Jun-19
26 August 2019
30 June
2018
30 Sept
2018
31 Dec
2018
31 March
2019
30 June
2019
Unbundled copper
(no broadband)
53,00045,00039,00031,00024,000
Baseband copper
(no broadband)
268,000255,000244,000233,000214,000
Copper ADSL
(includes naked)
433,000402,000374,000352,000327,000
VDSL
(includes naked)
321,000309,000295,000283,000270,000
Fibre broadband
(GPON)
433,000479,000517,000556,000599,000
Data services
(copper)
6,0005,0005,0005,0005,000
Fibre premium
(P2P)
12,00012,00012,00012,00011,000
Total connections
1,526,0001,507,0001,486,0001,472,0001,450,000
Fibre (GPON)
VDSL
Copper ADSL
Unbundled copper
Baseband copper
39
>1,196,000 broadband connections comprises:
▪599,000 fibre (GPON) connections
▪597,000 VDSL/ADSL (copper) connections
Appendix A: Connection and market trends
FY19 FULL YEAR RESULT
26 August 2019
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2,000,000
Broadband uptake by retailer (all technology)
SparkVodafoneVocus2degreesTrustpowerROM
Source: IDCSource: IDC
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2,000,000
NZ broadband market –by technology
Chorus xDSLChorus mass market fibreChorus premium fibre
Local fibre companies (UFB)Other fibre networksOther xDSL
Vodafone cableFixed (mobile) wirelessLegacy fixed wireless, satellite
40
FY19 FULL YEAR RESULT
AppendixA:Connectionandmarkettrends(continued)
26 August 2019
FY19 FULL YEAR RESULT
41
Appendix B: Key RAB implementation parameters
ParametersChorus view
Asset valuationRABto include all assets supporting fibreaccess services –but likely to exclude fibrein
LFC areas. Valuation method defined by Act as actual cost incurred for post 2011 assets;
book value for pre-existing. The Commission has acknowledged real financial capital
maintenance as key principle underpinning the building block model.
DepreciationAct requires straight line depreciation for initial RAB valuation.
Allocation of shared
costs between fibre
access and other
services
No method prescribed in Act. The Commission will need to determine principles for cost
allocation for initial RAB valuation and for future periods. Precedent is accounting based
cost allocation, but more complexity for telco networks given high degree of asset
sharing and rapidly growing fibreuptake.
Unrecovered lossesAct prescribes adding an asset to RAB to enable recovery of financial losses on
investment prior to implementation. The Commission has proposed using a building block
methodology.
Crown financingAct requires actual cost of Crown financing to be considered in valuing the financial
losses asset, but no method prescribed. Commission should recogniseCIP financing was
not costless given contractual terms and financing structure.
WACCWACCto be set for loss calculation period andfor post implementation period. Nature of
Chorus/fibrebusiness and international comparators support WACC uplift.
26 August 2019
Appendix C: UFB programme guidance
and Crown securities
FY19 FULL YEAR RESULT
Programme guidanceNotes
UFB1 communal$1.75 -$1.8 billion
Tracking towards the top end of guidance
and excludes growth (e.g.additional splitter
investment)
UFB1 cost to
connect (CPPC)
$1,050 -$1,250
Fora standard residential connection,
including layer 2 and service desk costs,
and in 2011 dollars. Tracking towards the
top half of the range.
UFB2* communal$505 -$565 million
Combined guidance range for UFB2 and 2+
UFB2* cost to
connect
$1,650 -$1,850
In2017 dollars and including layer 2,
backbone costs for MDUs and rights of way
with 10 or fewer premises and service desk
costs
* combined UFB2 and 2+ rollout plans
42
▪CIP equity securities
•unique class of security with no right to vote at
shareholder meetings, but entitle the holder to a
right to repayment preference on liquidation
•an increasing portion of the securities will attract
dividend payments from 30 June 2025 onwards
•the dividend rate is based on 180 day NZ bank bill
rate, plus 6% p.a. margin
•may be redeemed at any time by cash payment of
total issue price or the issue of Chorus shares (at a
5% discount to the 20-day VWAP for Chorus
shares)
▪CIP debt securities
•unsecured, non-interest bearing and carry no voting
rights at shareholder meetings
•Chorus is required to redeem the securities in
tranches from 30 June 2025 to 2036 by repaying
the issue price to the holder
---
Annual Report 2019
01 Chorus Board and
management overview
19 Management commentary
29 Financial statements
67 Governance and disclosures
99 Glossary
FY19 results overview
1 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key
performance indicator and we believe it assists investors in assessing the performance of the core operations of our business.
2 A new engagement survey provider means FY18 data isn’t directly comparable.
3 Based on the mean response to “How likely are you to recommend your company as a place to work?”
4 Net Promoter Scores can range from -100 to 100 and are calculated by subtracting the percentage of detractors (0-6 engagement score)
from the percentage of promoters (9-10 engagement score).
EBITDA
1
Customer satisfaction
DividendEmployee engagement score
2
Fixed line connectionsBroadband connections
Fibre connectionsNet profit after tax
FY19
23cps
FY18
22cps
FY19
7.6 out of 10
3
FY19
28
Net Promoter
Score
4
FY19
610,000
FY18
445,000
FY19
$53m
FY18
$85m
FY19
1,196,000
FY18
1,187,000
FY19
1,450,000
FY18
1,526,000
FY19
7.7 out of 10
(target 7.9)
FY18
7. 5
FY19
$636m
FY18
$653m
This report is dated 26 August 2019 and is signed on behalf of the
Board of Chorus Limited.
Annual Report 20191
Dear investors
We’re on the fast-track to our goal of
keeping New Zealand new, with the fibre
rollout now 80% complete and more than
half of our broadband connections on fibre.
When we signed up for the original ultra-fast broadband
(UFB) contract with the Government in 2011, we had a target
of 20% fibre uptake by 2020. This year, demand for fibre was
stronger than ever. We completed a record 186,000 fibre
installations, up from 156,000 last year, and fibre uptake
within our UFB areas grew from 45% to 53%. That’s all the
more impressive when you consider we built the network
past another 176,000 homes and businesses during FY19.
Demand for data also keeps growing, reflecting the ever
increasing range of online streaming content and the
proliferation of connected devices in the home. Monthly
average household data usage on copper and fibre
connections across our network increased by 55 gigabytes
(GB) to 265GB. Fibre customers use an average of 341GB.
Pleasingly, we’ve seen a growing proportion of customers
opt for higher speed connections, with uptake of 1 gigabit
per second (Gbps) plans increasing from 7% to 10% of our
consumer connections in the period.
We completed a number of significant initiatives during the
year as part of our ongoing transformation programme to
optimise our business for a fibre-centric future. Despite some
impact from individual retailer processes, we lifted overall
customer satisfaction from 7.5 to 7.7 out of ten. This reflected
our collaboration with our industry partners to redesign
our processes and reduce the effort required by most fibre
installations to just one customer appointment. Our people
have been critical to embracing this kind of customer design-
led change. We achieved a score of 7.6 out of 10 in our annual
engagement survey, consistent with the middle of our
international ‘technology’ company benchmark, and
a positive net promoter score of 28.
We were pleased to have legislation enacting a new
regulatory framework for fibre passed by Parliament
in November. We’ve begun assisting the Commerce
Commission with the information it requires as it goes
through the process of establishing the value of our
regulated asset base and our allowable fibre revenues.
The utility-style regime is expected to apply to our fibre
access services from January 2022.
We had a strong year for broadband connections, with an
increase of 9,000 lines. This was a significant jump from a
gain of just 1,000 broadband lines in FY18 and reflects our
ongoing initiatives to win broadband customers from cable
and fixed wireless networks in our own fibre areas, together
with premises growth nationwide. Although broadband
connections grew, it was outweighed by the ongoing
reduction in our copper lines and we ended FY19 with 76,000
less fixed line connections overall. This was consistent with
connection losses in the prior year and reflects other fibre
companies reducing our copper broadband connections in
areas where we’re not the Government’s UFB partner, as well
as large retailers migrating voice only customers onto their
own wireless networks.
We’re 80% of the way to our target of building our fibre
network past approximately 1.36 million homes and
businesses by the end of 2022. We’ve started taking fibre
to some of the more than 300 smaller towns for the
extension of the original UFB rollout (UFB2), where fibre
promises to deliver even greater socio-economic benefits.
The fibre rollout remains on time and on budget and, with
copper investment reducing and a positive performance on
connection costs, we were able to limit capital expenditure
to $804 million for the year. This was slightly below the lower
end of our guidance range, of $820 million to $860 million,
and heralds the beginning of reducing capital expenditure
as we pass the peak of the UFB rollout schedule.
Reduced connection revenues meant we achieved EBITDA of
$636 million, within our guidance range, but down from $653
million in FY18. This was partly offset by our transformation
initiatives and a tight rein on costs, with operating expenses
slightly lower than in FY18 despite increased regulatory and
network related expenses. We achieved this by adopting
new digital processes and tools to deliver benefits across our
business, as well as for our retailers and their customers.
New online tools, for example, helped reduce network
maintenance costs by avoiding unnecessary technician visits.
Net profit after tax reduced to $53 million, from $85 million
in FY18, largely because of increased interest costs and
depreciation and amortisation. A fully imputed final dividend
of 13.5 cents per share will be paid on 8 October 2019,
bringing total dividends for FY19 to 23 cents per share.
Kate McKenzie
Chief Executive
Patrick Strange
Chair
Annual Report 20192
1.0
Keeping New Zealand new
As a utility network operator, we take a long
term view. We want to make New Zealand
better, keeping it at the cutting edge
through our network infrastructure and the
connectivity we provide. Our copper VDSL
and fibre to the premises network makes
~600 exchanges
~37,000km duct network
~12,000 cabinets~290,000 poles
high-speed unlimited broadband available to
~90% of broadband capable lines nationwide.
About 100 retailers use our infrastructure to
deliver fixed line and mobile network services
to their customers. By the end of 2022 we’ll
have fibre available to ~1.36 million customers.
INNOVATION
New revenue
opportunities
PEOPLE
We're committed to
enabling our people
OPTIMISATION
We improve by getting
better at what we do
DIGITAL
Nothing happens
if it's not digital
WE’RE FOCUSSED ON
CUSTOMER
Transform customer
experience
Creating an environment
for our customers and
our people that optimises
today’s business and
allows us to innovate
for growth
WE’LL GET THERE BY
MAKE
NEW ZEALAND
BETTER
BECAUSE WE WANT TO
KEEP
NEW ZEALAND
NEW
WE’RE GOING TO
~52,000km fibre
~130,000km copper
Annual Report 20193
1.1 Designing a new customer experience
To ensure we maintain our leading network position and
a sustainable business well into the future, we’re focused
on creating an environment for our customers and our
people that optimises today’s business and allows for us
to innovate for growth.
In November 2017, we set ourselves an ambitious target
of connecting 75% of new residential fibre orders in a single
appointment. This ‘fibre in a day’ initiative underpinned
our overarching goal of making it as easy as possible for
customers to have fibre connected to their home, or
business, where consent and additional communal
network build wasn’t required.
While we’d already made good progress in working with
retailers and service companies to streamline our processes,
this new initiative challenged us to completely reconfigure
our long standing fibre installation process from two
customer appointments to just one. This meant working
even more collaboratively with our industry partners to
redesign the customer experience from end-to-end,
and breaking new ground in our use of digital tools.
In particular, we developed new capabilities involving smart
data categorisation and machine learning. Multiple network
databases and connection records were analysed so we
could ultimately categorise which remaining premises
would be complex or simple to connect. This predictive
analysis identified about 400,000 simple installations and
has achieved 90% accuracy to date, greatly improving our
productivity and customer satisfaction score.
Although we lifted our overall customer satisfaction score
1
for fibre installations from 7.5 out of ten in June 2018 to 7.9
in December, it had reduced back to 7.7 by the end of FY19.
This was below the target of 7.9 we’d set ourselves for the
year. However, where customers were part of our fibre in a
day process and required just one appointment, we achieved
8.0. This difference reflects the ongoing challenges of
communication and coordination between multiple parties,
and we continue to see significant variances in results
between retailers. Our technicians are rated highly,
with customer satisfaction scores of 8.5 out of ten.
The changes we made to our installation processes helped
reduce nationwide lead times for new fibre connections.
Customers wanting to install fibre in June 2019 could book
a technician visit within eight business days, down from
13 days a year ago. This was despite the number of field
crews reducing from about 800 to 670.
1
Based on a rolling three-month average of scores from
a survey of newly connected customers each month
across a range of retail service providers.
Figure 1:
Fibre installations and customer experience
InstallationsCustomer satisfaction (right axis)
0
20,000
FY16FY17FY18FY19
40,000
6.8
6.9
60,000
7
80,000
7. 3
7. 2
7. 1
100,000
7.4
7.6
7. 5
140,000
120,000
7.7
7. 8
180,000
160,000
200,000
Number of installations
Customer satisfaction
1.2 Building our digital capability
Installations weren’t the only influencer of customer experience
to benefit from our focus on simplifying systems and processes.
We’ve continued to embrace the use of digital channels to help
retailers, service companies and customers, gain much greater
visibility of our network status, availability and provisioning. The
ease with which information can now be accessed is evident
in the exponential growth in usage from about one million
requests a month in FY18 to 11 million a month this year.
We’re now using these richer sources of network information
to derive greater customer insights for product and planning
purposes, as well as monitoring critical aspects of network
performance during online events.
These digital channels can have far reaching benefits.
Our online line testing tool, for example, is being used by
retailers to review reports of faults from their customers
so they can better pinpoint whether a fault is in our network,
their network, or the customer’s equipment. This has led
to hundreds of unnecessary technician visits being avoided
each month. The result is a virtuous circle of improved
customer experience with faster resolution of faults,
retailers avoiding unnecessary cost, and our technician
workforce being more productive.
We hope to further improve the retailer and customer
experience with the recent launch of a new assure channel.
This will provide a simplified process and integrated tools
to help speed up the diagnosis and resolution of faults.
We’re also using digital tools to automate operational
processes, such as the previously manual transfer of fibre
Annual Report 20194
Wholesale-only fibre networks like ours have helped establish
a competitive broadband market, with smaller retailers gaining
market share in recent years. The bundling of electricity and
broadband is becoming more common with another electricity
retailer, Nova Energy, entering the market. The larger mobile
network operators have responded to these market pressures
by encouraging customers onto their own fixed wireless
networks, reducing their wholesale network costs.
The ongoing rollout of our fibre network, together with
the investment we’ve made in enhanced copper broadband
technology, are helping us win customers back from fixed
wireless and cable networks. However, the popularity of
fibre broadband means other fibre companies continue to
reduce our copper broadband connections in areas where
we aren’t the Government’s UFB partner. Our voice only
copper connections, for which we receive lower revenue
than a broadband connection, also continue to decline as
customers take up broadband or migrate to alternative fibre,
mobile or fixed wireless networks.
Note: Fibre to the premises will cover ~87% of NZ population by the end of 2022
Figure 2:
The New Zealand fixed line market
Rationalisation, new entrants and new business models are disrupting the NZ market.
Power + BroadbandMobile networkWireless Broadband
Chorus
Nationwide network access
wholesaled to ~100 retail service providers;
Fibre to pass ~1.36m homes and businesses
Local Fibre Companies:
Enable – Ultrafast Fibre – Northpower
Fibre to pass ~450k homes and businesses
Retail Service
Providers:
Local Media:
(Broadcast)
Local Media:
(On Demand)
Fixed Line
Access
Networks:
TV3
3Now
BBC iPlayer Apple TV Google Play Netflix YouTube Hulu Amazon
International
media providers:
OnDemand
TVNZSky TV
Neon
via satellite and
IP set-top boxes
TrustpowerOthers:
e.g. Megatel
Nova Energy
Contact Energy
MyRepublic
Stuff Fibre
NOW
Slingshot, Orcon, Flip
Vocus2degrees
Vodafone TV
Vodafone
HFC cable in
Wellington +
Christchurch
(~60k customers)
Lightbox
+Skinny
Spark
order information between different systems. This has
helped deliver more consistent customer outcomes and
reduced offshore processing costs. We’re exploring further
opportunities to expand these technology solutions to
other processing tasks.
The deployment of a standalone billing system was another
milestone in our continuing separation from shared legacy
IT systems. This will provide us with greater speed to market
for new products and enables the decommissioning of
other costly legacy systems.
1.3 An active wholesaler:
growing broadband connections
Demand for broadband is growing, fuelled by the emergence of
broadband as the fourth utility, together with the rollout of fibre
and ongoing premises growth, particularly in New Zealand’s
largest city, Auckland. However, the continuing evolution of
technology, market dynamics and industry regulation means
we operate in an ever changing environment.
Annual Report 20195
We adopted an active wholesaler strategy several years
ago to mitigate the risk of competing networks reducing
our connections. This means that although we’re a
wholesaler, we implement our own in-market initiatives to
raise consumer awareness of our copper and fibre network
footprint. During FY19 some of these initiatives included:
• advertising campaigns, such as ‘Stream big New Zealand’,
to promote the capability of our network for streaming
services
• providing incentives to retailers to upgrade
their customers to better broadband options on our
network, or win customers back from other networks
• undertaking door knocking campaigns to promote
free fibre installations in newly completed suburbs
or to off-net addresses
• enhancing our ‘front door’ channels for subdivision
developers and retirement villages
These initiatives have helped us to return our broadband
connections to growth and raise customer awareness of
the premium benefits of fibre broadband. In our UFB rollout
areas, broadband connections grew by 42,000 connections
in FY19. This reflects the degree to which premises growth
and increasing broadband penetration, as broadband
becomes the fourth utility, is helping offset ongoing line
loss to the other local fibre company networks. Our market
research shows that New Zealanders recognise fibre
broadband as the premium technology for a broadband
connection and this is evident in the continued strength
of fibre demand.
Our market driversWhat we’re focussed on
Large vertically integrated retailers are encouraging
customers to use their own fixed wireless, cable
and legacy fibre networks to reduce their wholesale
network costs.
We’re an active wholesaler, promoting our extensive fibre and VDSL
broadband footprint through advertising, retailer campaigns and
our own door knocking initiatives. Our network supports about
100 retailers.
Competing fibre companies have overbuilt our
existing copper network with fibre as part of the
Government’s UFB programme.
We’re optimising our business in these competing areas and
maximising our broadband share in other areas experiencing
premises growth, particularly Auckland.
Traditional voice only connections are declining with
changing demographics and wireless service options.
We’re commercialising new potential revenue streams identified
by our innovation programme, such as data centres and smart
city connectivity.
Technology keeps evolving, with 5G potentially
enhancing the capability of mobile/wireless
technologies as a fixed line alternative for
lower data users.
We're continuing to connect customers to fibre and promote uptake
of 1Gbps services. Fibre provides the best possible broadband
performance, particularly at peak times when consumers stream large
amounts of data. We see 5G as complementary technology, with many
more cellsites requiring fibre backhaul.
Figure 3:
Summary of key market trends
Annual Report 20196
1.4 Fibre delivers peak performance
As data demands continue to grow, our ability to deliver
consistent throughput at dedicated speeds is a significant
competitive advantage. By the end of 2022, we’ll have made
1Gbps connections with no datacap constraints available
to more than 1.3 million potential customers. We’re already
trialling next generation 10Gbps services with retailers.
Statistics New Zealand says 71% of New Zealand households
were on unlimited broadband plans in 2018, up from 62% in
2017. Average monthly bandwidth demand on our network
grew from 210GB per customer to 265GB through FY19.
Usage for fibre customers was higher again at an average
of 341GB per month. Most of this usage occurs around 9pm
each night as more and more New Zealanders consume
streaming video on demand services. Freeview’s new
streaming device, for example, removes the need for a
TV aerial or satellite dish by transferring their content
entirely onto broadband. Pay TV operator Sky TV is also
continuing to make more of its content available online.
We’ve seen peak time traffic across our network grow from
1,500Gbps in June 2018 to 1,900Gbps in June 2019. That’s
the equivalent of 380,000 simultaneous high-definition
video streams. Online games are also contributing to record
spikes in network traffic whenever there is a software update.
4K content, which requires more bandwidth than high
definition programming, is starting to become more widely
available with the proliferation of 4K television sets. Olympic
broadcasters are already promoting the next high definition
8K television broadcasts for 2020. Together, these kinds of
technology developments and the uptake of more bandwidth
hungry services support our own and independent forecasts
that suggest average data usage by 2024 is likely to exceed
1,000GB a month.
Currently, wireless broadband retailers typically offer monthly
datacaps of 120GB, with larger datacaps available in some
areas where cellsite capacity allows. There are customers
who do not currently use much data and for whom wireless
networks may provide a viable network alternative. However,
these networks rely on shared capacity and are more prone
to congestion at peak times. Independent monitoring has
indicated peak time fixed wireless speeds deteriorating by an
average of 26%. We’ve seen growing evidence of customers
returning to our network from wireless alternatives as their
data usage grows or fibre becomes available.
Figure 4:
Monthly average data usage per connection on our network
0
50
100
150
200
250
300
350
DEC 2015
DEC 2014DEC 2016
MAR 2017
JUN 2015
MAR 2015
SEP 2016
MAR 2016
JUN 2016
JUN 2017
SEP 2015
MAR 2018
SEP 2017
JUN 2018
SEP 2018
DEC 2018
MAR 2019
JUN 2019
DEC 2017
CopperFibreAverage
Data usage (GB)
Figure 5:
Download speed: Copper line vs fixed wireless
0
5
10
15
20
25
30
35
40
45
Mbps
40.9
9.1
18
41.8
9.3
24.3
Peak time24-7
VDSLADSL
FIXED WIRELESS
Source: Commerce Commission, June 2019
26% drop in
performance
at peak time
Annual Report 20197
There is much speculation about the potential future
performance of 5G wireless technology and what it means
for demand for fixed line networks. There have been initial
5G deployments in some countries overseas, although
performance has reportedly been variable. Global 5G
standards and consumer equipment are still evolving. The
auction of 3.5 GHz spectrum is expected in New Zealand in
early 2020, subject to Government negotiations with Māori,
with national rights available for use from November 2022.
Vodafone has announced it will use its existing 3.5 GHz
spectrum rights to deploy 5G services from December 2019.
This will initially be in parts of Auckland, Wellington,
Christchurch and Queenstown.
Initial deployments by mobile network operators are likely to
be limited to existing cell towers, or sites, with the customer
footprint limited accordingly. The deployment of smaller
suburban cellsites is expected to be later in the future and
subject to the economics of deploying the many more
cellsites that would be required for widespread coverage.
We, therefore, see a complementary future with 5G, because
fixed line infrastructure will also be needed for backhaul
and power to base stations, creating new commercial
opportunities for our business.
1.5 Commercialising new services
Our innovation programme has identified a number of
ways we can use our network infrastructure to provide
new technology solutions for customers.
We’ve established three distributed data centres in exchange
buildings in Auckland, Wellington and Christchurch and we’re
seeing a diverse mix of wholesale aggregators and IT service
innovators take interest. The rise of the Internet of Things
is driving the placement of computing and data analytics
equipment as close as possible to where the data originates.
Data processing can be done faster and more cost effectively
by keeping the computing process local. Small cellsites,
for example, could share network processing capability by
locating one piece of equipment in a nearby exchange.
A related concept that is starting to emerge is fibre-to-the-
desktop. When you have a reliable, high capacity transmission
service like fibre, it means office electronics and servers no
longer need to be located on-site in communications rooms.
They could, for example, be located in a nearby exchange
building and a third-party wholesaler might share the cost
of that equipment across a range of users. We’ve trialled
this concept in several office environments and have begun
exploring its wider application.
Our fibre network has a significant role to play in bringing
smart cities to life, by extending connectivity to a range
of ‘smart locations’ outside of traditional premises. These
locations include things like traffic lights, bus stops, cameras,
ATMs, lifts, alarms and cell sites.
The proliferation of smart devices within homes means
we have an emerging role to play in helping customers get
the most out of their Wi-Fi. We’ve begun deploying a new
Optical Network Terminal in homes that includes the ability
to offer services using new Wi-Fi and residential gateway
capability included in the device. We’re consulting with
retailers on potential service options, such as using Wi-Fi
data from the device to identify, analyse and resolve
customer experience issues.
Annual Report 20198
We’re the cornerstone partner in the
Government’s UFB initiative that will see a
fibre to the premises network available to
approximately 87% of New Zealanders by the
end of 2022. Our part in the network rollout
began in 2011 and will reach an estimated 1.36
million homes and businesses. At the end of FY19
we were 80% of the way through the rollout.
Building the communal fibre network past these homes
and businesses is estimated to cost $2.26 billion to $2.37
billion, excluding the significant cost avoided by re-using
our existing network assets such as ducts and poles. In
addition to communal network costs, we’re investing
significant capital expenditure to connect each customer
to the fibre network. The total cost of this will depend on
the level of uptake over time.
The Government is providing up to $1.33 billion in financing.
This financing was agreed to help make the business
case for building the UFB network ahead of demand and
acknowledging the significant risks involved, including
our delivery and operational obligations, as well as the
financial and step-in management remedies available
to the Government.
We receive the Government financing as the network is built
past premises according to our agreed deployment plan
and we issue debt and equity securities in return. The debt
will be redeemed in tranches from 2025 to 2036, while an
increasing portion of the equity securities attract dividend
payments from 2025 onwards. In the event that our credit
rating fell below investment grade, we would require Crown
Infrastructure Partners approval to pay a dividend on our
ordinary shares and, after 2019, to continue accessing
Government financing for the UFB2 rollout.
We have fixed price contracts in place for the communal
network deployment and for subsequent connections to
customers. These contracts are with our third party service
company suppliers including Visionstream, Broadspectrum,
Downer and Universal Communications Group (UCG). We
work closely with our service company partners to maintain
our workforce at sustainable levels so we can meet customer
demand for fibre connections and deliver a good customer
experience. Technicians must undergo induction training,
including health and safety, before conducting any work
on our behalf. We also undertake regular spot checks to
ensure work meets our quality standards and customer
experience expectations.
2.0
The UFB rollout
Figure 6:
UFB rollout and uptake
0
200
400
600
800
1,000
1,200
1,400
Number of homes and businesses able to connect
JUN
2015
JUN
2017
JUN
2018
DEC
2022
JUN
2019
40%
50%
60%
70%
80%
90%
100%
30%
20%
10%
0%
Uptake
JUN
2016
% Uptake (right axis)
000’s
Premises to pass by
end of 2022
̃
1,054,000*
Customers able to connect
̃
1.36 million
Estimated communal capital
expenditure to pass premises
$2.26 to 2.37 billion
Crown funding
(57:43 equity/debt)
up to $1.33 billion
Capital expenditure required
to connect premises
Subject to demand
UFB connections* Includes estimated 43,000
greenfields premises for UFB1
UFB available addressesPlanned footprint
Annual Report 20199
2.1 Health and safety
The health, safety and wellbeing of our people is paramount.
This includes our direct employees and the thousands
of people working on our behalf to build, connect and
maintain our network. Our health and safety focus extends
to anyone who is in, or in the vicinity of, our workplaces.
We’ve established an open reporting culture and work
with our contractors and suppliers to ensure their systems
and procedures meet our health and safety expectations.
The number of hours worked, including our service
companies, remained the same at 13 million for FY19.
There was a reduction in the number of lost time injuries
and injuries requiring medical treatment. The Lost Time
Injury Frequency Rate (LTIFR) reduced from 1.16 in FY18
to 0.53 in FY19, while the Total Recorded Injury Frequency
Rate (TRIFR) decreased from 3.10 to 2.67.
For FY20 we’re focusing our efforts on the capabilities of
our people, our critical risks, and continued collaboration
with our service company partners to enhance health and
safety practices.
2.2 Creating a fairer supply chain
We’re committed to doing the right thing by people
working on our behalf, including those workers who’ve
come to New Zealand to build a better life for themselves
and their families.
In April 2019, we released an independent review from
MartinJenkins. We commissioned the review in October
2018 after potential breaches of employment law were
identified amongst some small businesses subcontracted
by two of our service companies, Visionstream and UCG.
While there were no allegations that we, or our service
companies, were in breach of labour standards, the Labour
Inspectorate identified allegations ranging from poor labour
standard practice (e.g. poor record keeping, non-payment of
holiday pay) through to a small number of serious allegations
of exploitation. These allegations centred on the treatment
of migrant workers in our subcontractor workforce.
As soon as we were made aware of the Labour Inspectorate’s
concerns we worked closely with Visionstream and UCG to
undertake our own independent audits of our workforce.
The findings of these audits resulted in some subcontractors
being stood down from working on our network, and others
being given deadlines to improve their practices. Where
subcontractors were stood down, we’ve done what we can
to help transfer any affected workers to another subcontractor.
Some cases have been referred by the Labour Inspectorate
to the Employment Relations Authority and we'll suspend
companies from working on our network if they're found to
have breached material employment laws.
Independent review findings
We were deeply disappointed that any workers helping
build our fibre network could have been treated unfairly
and we gave MartinJenkins a clear mandate to make
recommendations on how to better protect workers
throughout our supply chain. We asked them to look into
how the issues emerged, how well we anticipated and
responded to labour force risks, and whether these actions
were adequate. We also asked for suggestions on how we
could improve our approach to workforce management.
While the report found the vast majority of employment law
breaches were low level, it identified that the way the supply
chain is set up means it could still be vulnerable. It said:
• the use of migrant workers by Visionstream and UCG
was expected and reasonable given the type of work
and significant demand for labour in New Zealand.
• as the proportion of migrant workers increased, the
model became more vulnerable to risk - this was not well
understood or managed by Chorus, Visionstream, or UCG
and a number of systemic improvements are required.
• when issues arose Chorus relied too heavily on the assurances
given by service companies, which are not appropriate checks
in a situation where there are large numbers of migrants.
Figure 7:
Injury frequency rates FY18 – FY19
0
1
2
3
4
5
6
Injury frequency rate
2.67
0.53
FY18FY17
TRIFRLTIFR
LTIFR: number of lost time injuries + medical treatment injuries
+ restricted work injuries divided by total work hours × 1,000,000
TRIFR: number of lost time injuries divided by total work hours × 1,000,000
3.10
2.62
1.16
1.23
FY19
Annual Report 201910
MartinJenkins proposed four design principles to ensure
a fair and appropriate supply chain:
• all workers engaged in the Chorus UFB supply chain should
be able to earn a decent wage for a fair day’s work
• suppliers must respect the labour rights of workers
and take steps to ensure their supply chain is free from
discrimination, harassment, corruption and bribery
• suppliers must handle all business dealings and
transactions with the highest standards of integrity,
transparency and honesty. Management systems
must support good practice and clear accountability
• productivity improvements in the supply chain should
strike the appropriate balance between the needs of
the customers and the end workers
We and our service companies have committed to an extensive
range of actions to implement these supply chain design
principles. Some of the steps we’ve already taken include:
• publishing a Supplier Code of Practice to clearly outline
our expectations of all suppliers and encouraging them
to embrace international standards relating to human rights
• appointing an employee relations specialist to oversee
service company audit programmes
• requiring service companies to appoint appropriate
people to provide assurance and reporting on sub-
contractor compliance with labour law obligations
• helping migrant workers transfer to new employers
who meet employment standards
• setting up an independent whistleblower hotline
• establishing a fund for eligible workers unable
to secure payments from their employer
We’re also sharing our experiences and insights with
government agencies and other businesses so they
can better identify migrant labour issues. The Labour
Inspectorate has acknowledged the leadership role we’re
taking and how our actions can be a model for other
companies with subcontracted supply chains.
Transition from build to maintain
As we approach the end of the UFB rollout we are
concentrating on the transition that will be required in
the way we operate and maintain our network assets.
Ten-year maintenance contracts for our predominantly
copper-based network were agreed in 2009. We’ve now
agreed shorter term contracts, from 1 July 2019 through
to 31 March 2022, encompassing maintenance of our
copper and fibre broadband networks, as well as any
new fibre build outside of our planned UFB areas.
The contracts include our new Supplier Code of Practice
and our tender process focused on identifying service
company partners that will deliver the right mix of speed,
quality and price. Given our ongoing programmes of
network investment have meant a steady decline in network
faults, we were conscious of the need to ensure service
companies have enough volume and scope of work to
provide sustainable services, as well as invest in people
and infrastructure. This ultimately meant a reduction
from three companies to two, with Visionstream now
responsible for areas from Auckland northwards and
Downer responsible for the rest of the country.
Contract
scope
Maintenance of
copper and fibre;
fibre build outside
UFB areas
Connecting
premises to
fibre
UFB1
network build
UFB2/2+
network build
ContractorDowner
Visionstream
Electronet
UCG
Visionstream
Broadspectrum
Downer
Electronet
Visionstream
Broadspectrum
Electronet
Visionstream
Contract
period
Until
March 2022
Until
September 2020
Until
December 2019
Until
December 2022
Annual Report 201911
3.0
Regulatory
environment
We operate our wholesale only network within
the regulatory framework established by the
Telecommunications Act. The Act was amended
in 2011 to facilitate our demerger from Telecom
New Zealand (now Spark). We’re also subject
to the requirements of four open access deeds
of undertaking for copper, fibre and Rural
Broadband Initiative services that focus on the
provision of services on a non-discriminatory
basis. This regime will remain in place outside of
the revised utility model now being implemented
by the Commerce Commission.
Approximately 46% of our FY19 revenues were from
copper services with pricing and terms regulated by the
Commerce Commission (the Commission) under the Act.
The Commission set a five-year schedule of pricing for our
regulated copper services in December 2015, following
a detailed price review process. Our fibre services aren’t
currently regulated with most instead subject to contractual
pricing and terms agreed with the Government as part of
our UFB contracts.
3.1 Moving to a regulated utility model
In November 2018, the Telecommunications (New Regulatory
Framework) Amendment Act passed into law with bipartisan
political support. This marked the culmination of five years
of policy review of the regulatory framework that applies to
our business and the decision to transition to a utility-style
framework for fibre access services.
Under the new framework our fibre investment will be
regulated according to a utility style building block model
from 2022. This model is already used to regulate other
New Zealand utility businesses, such as electricity lines
and gas networks. It is recognised as supporting private
sector investment to meet network upgrades and increasing
consumer demands through ongoing incentives to innovate,
invest and improve efficiency for the long term benefit
of customers.
Key features of the proposed regime are:
•
deregulation of the copper network from 1 January 2020
in areas where fibre is available and the right to withdraw
copper services, where this is appropriate, subject to a
code being developed by the Commission.
•continued regulation of the copper network in areas
where fibre is not available, with copper pricing adjusted
for inflation.
•
the regulated asset base (RAB) for fibre will include
unrecovered losses incurred before 2022, with pre 2011
assets valued at depreciated historical cost and post 2011
assets at depreciated actual cost.
•Crown financing will be treated according to its actual
cost to Chorus.
•
key fibre prices will be frozen at 2020 pricing levels,
adjusted for inflation, until 2022.
•unbundling of the fibre network in UFB1 areas
on a commercial basis from 2020.
Figure 8:
New regulatory framework to replace UFB contractual framework by January 2022
87% of population where fibre will be available by end of 2022Remaining 13% of population
Fibre access network
•Regulated asset base (RAB) with revenue cap
to be determined by Commerce Commission
• Price caps on contracted fibre products,
with annual inflation adjustment, until 2022.
Price caps then only apply to fibre voice service,
a fibre broadband service and direct fibre.
• Unbundled fibre (commercial price)
to be available in UFB1 areas from 2020
and UFB2 areas from 2026
• Three years after new regime commences,
the Commission can review the revenue
cap model and anchor products, subject to
specified conditions and statutory criteria
Copper - where fibre is available:
•
C
opper network to be deregulated and
Telecommunications Service Obligation
(TSO) removed
•
C
horus can withdraw copper service,
subject to minimum consumer protection
requirements being developed by the
Commission and due by mid-2020
Copper - where fibre is not available:
• Copper remains regulated and TSO applies
• Copper pricing capped at 2019 levels with
CPI adjustments
• Commission required to review pricing
framework no later than 2025
Annual Report 201812
The Commission is required to establish the key input
methodologies that set the framework for determining the
starting value of our regulated asset base, the regulatory
weighted average cost of capital, cost allocations, and
our maximum allowable revenue. It has been granted
a one-time deferral from 1 January 2020 until 1 January
2022 to complete its implementation work. An indicative
implementation timeline has been published for its
various workstreams.
Indicative fibre regulation timeline
November 2019Input methodologies
draft decision due
June 2020Input methodologies
final decision due
Q4 2020Draft price-quality path
Q2 2021Final price-quality path
In May 2019, the Commission released an Emerging
Views Paper setting out some of its initial thinking on
key principles and parameters under the new framework.
Some of the indications in the paper, particularly those
relating to the potential weighted average cost of capital,
were viewed negatively by investors. We and some of
our institutional shareholders made submissions in
response. The Commission expects to release its draft
decision on the input methodologies in November 2019.
3.2 Commercial services for fibre unbundling
We’ve built our fibre network to enable unbundled fibre
services by providing a second fibre to each premises.
This means retailers can choose to use our passive
infrastructure - fibre optic cables, ducts, and poles –
and their own broadband electronics, to deliver services to
customers. Unbundled services will be launched in our UFB1
areas from January 2020 and in UFB2 areas from 2026.
We’ve developed commercial terms for these services,
including a monthly access charge of $28.55 per month
to cover access to the fibre between the premises and the
splitter, as well as $200 per month to access the feeder fibre
from each splitter to a central network point. The pricing
reflects the fact that passive infrastructure costs, known
as layer 1, comprise most of our rollout investment, with
broadband electronics, known as layer 2, representing a
very small component.
The architecture of the fibre network, with most customers
connected to street-based splitters, means the economics
of fibre unbundling are different from copper unbundling,
where exchange-based equipment could potentially serve
much larger numbers of customers. This means fibre
unbundling will most likely appeal to larger retailers.
Our proposed pricing seeks to strike a fair balance between
enabling fibre unbundling and ensuring a competitive
playing field for all other retailers. The Commission has
said that it will develop guidance on fibre equivalence and
non-discrimination obligations following concerns from
some retailers about our proposed pricing.
3.3 Other reviews
The Commission is developing a copper withdrawal code
that it aims to have in place by mid-2020. This will detail
the consumer protections and process that will regulate
when we’ll be permitted to stop providing copper services,
in areas where an equivalent fibre service is available.
The Commission concluded its study of the backhaul market
in June 2019, finding that further regulatory intervention
wasn’t currently necessary with charges having only a minor
effect on nationwide retail broadband prices. We’re reviewing
our backhaul portfolio to address some anomalies and errors
identified by the Commission. The Commission is required
to undertake another review to consider the need for new
regulated backhaul services before 2025.
Annual Report 201913
4.0
Making New Zealand
better
We take a long term view of our network
infrastructure investments and our people take
pride in delivering an asset for New Zealand’s
ongoing social and economic betterment. The
broadband networks we build and maintain are
aligned with the infrastructure-focused elements
of the United Nations Sustainable Development
Goals. Our networks enable sustainable cities
and communities, decent work and economic
growth, quality education, good health and
well-being and climate action.
In 2012, Alcatel Lucent’s Bell Labs estimated the rollout of
fibre could contribute more than $32 billion in economic
benefits to New Zealand over 20 years. A 2017 Sapere
Research Group study estimated the wider social benefits
from fibre uptake at about $2 billion annually. This was on
top of a $3 billion annual contribution business uptake
could make to Gross Domestic Product.
The socio-economic benefits of gigabit access have grown
with the UFB rollout target extended beyond the initial target
of 75% of New Zealanders by 2020 to reach 87% of the
population by the end of 2022. Our role in the extended
fibre deployment will encompass more than 300 smaller
towns and communities, some with as few as 50 premises.
This will build on the substantial investment we’ve already
made in reducing the digital divide for rural communities,
first through the Government’s Rural Broadband Initiative
(2011-2016), then our own investment in VDSL vectoring
technology in FY18 to enable unlimited high-speed
broadband for tens of thousands of rural homes. Our work
on the Rural Broadband Initiative with Nokia was recognised
on the world stage in FY19 with the Broadband Delivering
Social Impact award at the Broadband World Forum.
Hospitals and medical centres were some of the priority
customers connected by our rural and urban fibre rollout.
Medical practitioners now use improved video conferencing
capability to provide telemedicine consultations to their
regional patients. This is reducing travel demands on
doctors and patients, as well as improving the quality of
patient monitoring.
The availability of fibre broadband has had a profound impact
on the delivery of education in rural communities. Rural
schools do not have access to as many resources as schools
in urban areas and cannot always provide teachers for every
subject. They rely on online classes to bridge that gap. We’re
now trialling how fibre cabling to individual classrooms can
deliver greater capability and capacity per student, while
reducing the cost of networking equipment for schools.
A divide also exists within urban and rural communities
between those students that have broadband at home and
those who don’t. We continued our work with Network
for Learning, a government education group, to solve the issue
of students who are unable to access high-quality broadband
at home. We activated Wi-Fi access points, connected to
fibre, in more than 100 homes so students without broadband
access in Lower Hutt could log in remotely to Rata Street
School’s online learning network. Feedback on the trial has
been very positive and we’re evaluating opportunities to
extend its application to more schools.
Other groups or initiatives we supported during
the year included:
• industry and government organisations such as
TUANZ, InternetNZ, and the Local Government
New Zealand conference.
• School Gateway Programmes, where we provide groups
of students with onsite courses to learn about our network.
• Digital Journey, a social enterprise that delivers digital
projects and initiatives to support the opportunity to
use, understand and benefit from digital services.
• NZ Tech Week, with training seminars for elderly
consumers to learn the benefits of broadband technology.
• Dunedin city residents with residential gigabit broadband
services at entry level wholesale prices, as part of our
Gigatown initiative.
• working with councils, business associations and
community beautification groups, such as Keep
New Zealand Beautiful, to have about 100 of our
street cabinets illustrated by local artists.
• a range of community support, learning and art
organisations that use subsidised space within
our exchange buildings.
We believe we have an ongoing role to play in addressing
the digital divide, whether it is between rural and urban areas,
or between socio-economic groups within communities.
We’ll keep working with government to identify where our
infrastructure and alternative technology solutions can help
deliver better outcomes for New Zealand.
Annual Report 201914
4.1 Our people
We’re committed to building a culture that’s inspiring for
our employees and drives the desired brand experience for
our customers. To help achieve this we have a new online
platform that enables us to regularly monitor engagement.
Our first survey assessment revealed a score of 7.6 out of 10,
consistent with the middle of our international ‘technology’
company benchmark. This translates into an employee net
promotor score of 28, showing our company values, culture
and concern for wellbeing rate highly.
Employee benefits play a key part in shaping and embedding
the right culture. During the year we introduced two new
leave days for our people to use for their wellbeing and
a group insurance programme. We continue to offer a
volunteer day and in FY19 about 380 employees used this
to undertake community activities such as tree planting and
assisting hospices.
As our business and industry continues to evolve, we’ve been
helping equip our people with the tools and skills needed to
support the changes we’re making in the way we operate.
That’s included programmes to foster design thinking and
agile practices. These have helped increase collaboration
across the organisation and deliver better customer
outcomes. We’re increasingly recruiting people with data-
centred skills to support our focus on digital capabilities and
opportunities. For more information on our people, see the
Diversity & inclusion section on page 81.
4.2 Keeping communities connected
New Zealanders place great reliance upon the availability of
our network both as a utility service for their daily lives and
businesses, as well as a critical lifeline service in times of
emergency. A large part of our everyday work is to ensure
the 1.45 million connections on our network receive stable
and reliable service. Our people and technicians often go
the extra mile to keep communities connected when
extreme events occur.
We kept the average duration of network interruptions
to 18 hours across our fibre and copper network in FY19,
down from 21 hours in FY18. We met our fibre service
level targets as contracted with the Crown:
• Layer 1: actual downtime of 50 minutes vs limit of 120 minutes
• Layer 2: actual downtime of 1 minute vs limit of 30 minutes
Weather-related risks are considered by the Board as part
of our evaluation of principal risks relating to network
performance and availability. In line with the Task Force
on Climate-related Financial Disclosure framework, we
commissioned an external report in FY19 to consider the
potential effects of climate change on our physical network.
This high-level desktop risk screening considered the
location of our key network assets against several climate
change scenarios, using published research and local and
national datasets.
The report identified that exposure of existing assets is
most likely to occur along the New Zealand coastline due
to projected sea level rise. These areas are also expected to
experience increased precipitation and storm events. Further
analysis of the potential exposure to 0.5 metres in sea level
rise, corresponding to projections to the year 2060 under
representative concentration pathway 8.5H+, identified that
in the medium term:
• five exchanges of varying size are at potential risk
from coastal inundation. This includes South Dunedin
where protection work is already planned.
• only 0.3% or ~260 kilometres of the total length
of core fibre routes, are potentially at risk.
• less than 0.5% of all point assets (exchanges, sites,
terminal enclosures, underground utility boxes, and poles)
are potentially at risk. This increases to 5% of assets for
a 100-year projection of three metres sea level rise.
The report is being used to further inform our existing
network planning and management practices that
incorporate experience from past extreme weather events.
Future asset management plans will likely need to evolve as
we learn more about the evolving effects of climate change.
For now, the substantial investment we’ve made in deploying
the fibre network in recent years is already enhancing our
future network resiliency for climate-related events. Fibre is
less susceptible to water and lightning related faults than the
cables and street-based electronics in the copper network.
The fibre network has performed well in extreme weather
events, including tornadoes and flooding. Moreover, some of
the assets identified as being at risk are in areas where we are
not the local fibre network provider and are, therefore, likely
to have diminished network relevance for us in the future.
We therefore consider the potential near to medium term
financial impact of climate change effects to be low.
Earthquakes remain a primary focus for our network
resiliency planning given New Zealand’s recent experience of
several earthquakes above a 7 magnitude on the Richter scale.
Network damage from these quakes was largely restricted to
localised copper cables, with minimal damage to exchange
buildings. We have a comprehensive insurance programme
typical of large scale infrastructure utilities, covering all risks
of physical damage and business interruption for above
ground assets. Specific cover is provided for earthquake
damage to underground cables in Auckland, Hamilton,
Wellington and Dunedin. We undertake probability based loss
estimate modelling to ensure that the policy limit covering
material damage and business interruption is adequate.
4.3 Enabling climate action
New Zealanders’ growing awareness of climate change and
the proposed Government target of reducing greenhouse gas
emissions to net zero by 2050, suggests there will be additional
growth in the use of our broadband network as a means of
reducing individuals' and organisations' carbon footprints.
Annual Report 201915
Enhanced broadband connectivity opens up alternative
business models and communications options that reduce
the need for carbon emitting activity. We’ve realised these
benefits for our own business through our investment in
inter-office video conferencing to reduce regional travel and
enhance employee collaboration. Virtual desktop connectivity
also means we can provide our employees with flexible work
options. The widespread availability of fibre means businesses
and employees throughout most of New Zealand can adopt
these technology solutions, greatly magnifying the potential
environmental benefits.
As fibre uptake grows we expect our own business’ carbon
emissions to begin to reduce. Electricity is our largest source
of emissions and the fibre network requires less electricity
to operate than the existing copper network. For now, we’re
operating both networks in parallel, but our electricity usage
should decline over time as copper broadband electronic
equipment is removed from suburban cabinets and exchanges.
Vehicle related emissions should diminish further once the
volume of orders for new fibre installations begins to reduce.
The fibre network will also require less technician visits for
provisioning and maintenance than the current copper network.
During FY19 we completed our programme to replace air
conditioning units that relied on ozone depleting refrigerant.
We expect our investment in fibre to help us achieve an 80%
reduction in our scope 1 and 2 emissions, from our FY12 base
year, by 2030.
We’ve avoided a net cumulative 58 kilotonnes of carbon dioxide
equivalent emissions (CO
2
e) since FY12. Our FY19 emissions were
22 kilotonnes-CO
2
e, 37% lower than in FY12, with reductions
across all major sources. This included a reduction of 1 kilotonne
of Scope 1 direct emissions, due to lower generator diesel
consumption and fewer refrigerant losses.
Scope 2 electricity emissions reduced by 5 kilotonnes from our
FY12 base year. Network electricity consumption accounts for
87% of combined Scope 1 and 2 emissions. Emission reductions
were mainly due to a greening national electricity grid, together
with energy efficiency improvements. The national grid was
83% renewable this year, but more coal was used for power
generation instead of natural gas in FY19. This resulted in higher
carbon intensity, offsetting our electricity savings.
Scope 3 value chain emissions reduced by 7 kilotonnes from
our FY12 base year, with half the reductions from service
company fleet efficiencies. Our field service vehicle fleet
accounts for 61% of measured Scope 3 emissions. Growing
use of video conferencing systems helped limit our air travel
and related emissions. Reduced electricity consumption by
customers’ network in our exchanges also assisted.
Our FY18 reporting achieved a B rating from CDP,
a global organisation that collects self-reported
environmental information.
0
10
20
30
40
Kilotonnes CO
2
e
FY19FY18
Figure 10:
Scope 1, 2 and 3 Emissions
Electricity
Service company fleet
Travel
Refrigerant
Diesel generators
Other
FY12FY13FY14FY15FY16FY17
Note: This data excludes subcontractor vehicle emissions which were estimated to account
for 5 to 10 kilotonnes-CO2e.
0
10
5
15
Kilotonnes CO
2
e
FY12FY18FY13FY17FY14FY16FY15FY19
Figure 9:
Scope 1 and 2 Emissions
Note: FY19 electricity emissions have been estimated in advance of the release of
government electricity generation and emission data. Service company fleet emissions are
included in Scope 3 value chain emissions because the vehicles are owned and operated
by third parties.
Electricity
Diesel generators
Refrigerant
Company vehicles
Natural gas
Annual Report 201916
4.5 Cybersecurity and privacy
As a wholesale network operator our cybersecurity risks
are different from those of retail service providers. We
don’t hold direct personal information of the consumers
connecting to our network. For the limited information we
hold, we adhere to the requirements of the New Zealand
Privacy Act. The Telecommunications Information Privacy
Code (2003) also stipulates that we must not collect
telecommunications information except in limited
exceptional circumstances.
Our Board receives cybersecurity reports every six
months, with interim updates as required. We have detailed
policies, processes, and registers to ensure cybersecurity is
contemplated and addressed through technology selection,
network delivery practices, and ongoing operations and
protection of our IT systems. We undertake regular reviews,
including external audits and ad-hoc reviews, to provide
assurance and feedback on our assessments and controls.
This includes testing our security incident responses and
liaising with New Zealand’s National Cyber Security Centre
on advanced cyber threats.
There were no material cybersecurity incidents in FY19.
We have insurances for key cybersecurity risks.
4.4 Waste and recycling
We have an extensive waste minimisation process for
network activities. Waste ducting from our fibre rollout is
collected and re-used in the local manufacturing of new
duct, while redundant metal network components are
recovered for recycling. E-waste is processed to extract
precious metals. In FY19 we worked with our suppliers
to reduce soft plastic packaging for two of our high use
provisioning products and this helped avoid 200,000 soft
plastic bags entering the waste stream. No significant
environmental incidents were recorded during FY19.
279
Tonnes
of ducting
recovered
for recycling
10
Tonnes
of e-waste
diverted
from landfill
279
Tonnes
of metal
recovered
for recycling
Annual Report 201917
5.0
Outlook
Within six months’ time we’ll have completed
the rollout of fibre across our original UFB
contract areas. This means the intensity of
our organisational focus on building the fibre
network is now reducing, with annual rollout
volumes slowing through to the end of 2022.
As we continue the work already underway to
reshape our business, our emphasis is shifting
to what’s required to maintain and operate
our network.
Our overarching strategy remains simple. We’ll keep
connecting as many customers to fibre as fast as we can,
while continuing to do everything we can to improve
customer satisfaction. Digital platforms are the key to this
and form a central part of our ongoing transformation
programme focussed on streamlining our business. The
pace of fibre uptake has encouraged us to accelerate
some aspects of this programme, so we can optimise our
operations earlier than previously expected.
For example, a new service company gateway will help us
keep retailers and customers better informed about progress
with their provisioning or fault-related activity. We’re also
consolidating and simplifying our management of customer
interactions into a single system. Ultimately, we believe most
premises already connected by fibre should be zero touch
for activating broadband service and any service issues
should largely be able to be resolved remotely.
Despite some of the competitive challenges we face,
particularly the decline in voice only connections, we remain
focussed on our aspiration of returning to modest EBITDA
growth in FY20. Our modernisation activities will help
remove legacy system constraints and merge some teams
within our business. Declining copper connection volumes
also present an opportunity for us to realise maintenance
and capital expenditure savings in some areas. However, this
doesn’t mean we’ll stop looking after the copper network.
Faults on the copper network remain relatively infrequent,
averaging about once every five years, and usually take less
than 24 hours to repair.
The Commission has indicated it will develop a copper
withdrawal code for the industry by mid-2020. Naturally,
we’ll take a customer-centric approach and inform
consumers well in advance and in accordance with the new
code. While we’re starting to plan for when we might start
switching off parts of the copper network in our fibre areas,
that’s still some time in the future and it will be on a street-
by-street basis, subject to factors such as fibre uptake. In
the interim, we believe retailers need to take care to avoid
creating consumer confusion about the timeframes for
copper switch-off. Some consumers appear to have been
advised that they need to disconnect from the copper
network when that isn’t the case.
Strong fibre demand is expected to continue, supported by
our migration programme and incentive campaigns, as well
as the upcoming Rugby World Cup. This should drive further
average revenue per user (ARPU) growth as customers
increasingly recognise the benefits of higher speed plans.
Commercialisation of our new data centre services and the
promotion of business products with enhanced restoration
times are other revenue priorities. We’re also continuing
to enhance our interaction with land developers given the
ongoing growth in new premises nationwide.
We’re positive about the future for fibre, but we also
acknowledge that technology can change quickly in our
industry. It’s important that these risks are recognised and
that investors have a fair opportunity to earn a return on, and
of, the substantial investment we’ve made to bring fibre to
New Zealand homes and business. This has occurred well
ahead of most other countries in the world and we continue
to invest ahead of demand to enable the network capacity
and resilience needed for reliable high-speed broadband.
In Europe, regulators have acknowledged the risk involved in
fibre investment by allowing a rate of return higher than that
allowed for legacy network investment. Our investors were,
therefore, surprised by the Commission’s initial views on
some of the parameters that will shape our allowable return
on the fibre network. These parameters potentially implied
one of the lowest cost of capital calculations for a regulated
utility in New Zealand. Our focus is on providing clear
evidence to the Commission through its ongoing processes
to ensure our investors’ concerns are fully and fairly reflected
in future decisions.
We believe New Zealand’s best interests are served by
the continued development of vibrant retail competition
for broadband and that open access wholesale networks
are critical to this. A combination of a lack of competitive
intensity, a lack of clarity for consumers, and cross-subsidies
between mobile and fixed wireless services, may create
structural advantages over other retailers. That’s why, with
the auction of the first blocks of 5G spectrum scheduled to
occur in 2020, we’ve encouraged regulatory and government
bodies to consider including allocation requirements that
help ensure competition continues to emerge.
We agree with the Commission’s preliminary mobile
market review finding that 5G deployment will likely involve
infrastructure sharing, given the use cases for 5G investment
remain unclear. We’ve already begun trialling small cell
deployments with mobile operators, building on the success of
earlier innovation trials to identify alternative uses for our assets.
Infrastructure sharing at a wholesale level makes good
economic sense for New Zealand, if it creates a more level
playing field and fosters a healthier retail market. The UFB
rollout is clear evidence of this. As our industry evolves, we’ll
keep exploring opportunities to leverage our infrastructure to
help make New Zealand better.
Annual Report 201918
Annual Report 201919
Management
commentary
20 In summary
21 Revenue commentary
22 Expenditure commentary
26 Capital expenditure commentary
27 Long term capital management
Annual Report 201920
2019
$M
2018
$M
Operating revenue 970 990
Operating expenses (334) (337)
Earnings before interest, income tax, depreciation and amortisation 636 653
Depreciation and amortisation (393) (387)
Earnings before interest and income tax 243 266
Net interest expense (165) (144)
Net earnings before income tax 78 122
Income tax expense (25) (37)
Net earnings for the year 53 85
In summary
We report earnings before interest, income tax, depreciation
and amortisation (EBITDA) of $636 million for the year
ending 30 June 2019 (FY19), a decrease of $17 million on the
prior year (FY18). Net earnings decreased by $32 million year
on year.
Results for FY19 largely reflect the annualised revenue impact
of declining copper connections, partly offset by increased
fibre uptake and continued tight control of expenses.
Capital expenditure of $804 million was below the FY19
guidance range of $820 million to $860 million. The
decrease from FY18 capital expenditure of $810 million
reflected significant reductions in copper capital expenditure,
which more than offset increased spend on fibre
connections.
We will pay a final dividend of 13.5 cents per share on
8 October 2019 and the dividend reinvestment plan will
be available. For FY20, we expect to pay a dividend of
24 cents per share, subject to no material adverse changes
in circumstances or outlook.
Connections
30 Jun 2019
Connections
31 Dec 2018
Connections
30 Jun 2018
Fibre broadband (GPON)599,000517,000433,000
Fibre premium (P2P)11,00012,00012,000
Copper VDSL270,000295,000321,000
Copper ADSL327,000374,000433,000
Data services over copper5,0005,0006,000
Unbundled copper24,00039,00053,000
Baseband copper214,000244,000268,000
Total fixed line connections1,450,0001,486,0001,526,000
Management commentary
Annual Report 201921
Revenue commentary
2019
$M
2018
$M
Fibre broadband (GPON)294198
Fibre premium (P2P)7478
Copper based voice106133
Copper based broadband344421
Data services over copper1827
Value added network services3033
Infrastructure2423
Field services products7470
Other67
Total revenue970990
Revenue overview
Our product portfolio encompasses a broad range of
wholesale broadband, data and voice services across a
mix of regulated, contracted, and commercial products.
Revenues of $970 million were down compared to revenue
of $990 million for the prior period. This largely reflects the
continued reduction in total fixed line connections from
FY18, as customers migrated to alternative fibre and wireless
networks. Line losses in FY19 were predominantly voice only
copper connections, with broadband connection growth
higher than in FY18.
Fibre broadband (GPON)
Fibre broadband revenues continue to grow as customers
migrate to our growing fibre network and broadband
penetration increases. GPON Fibre connections grew by 38%
to 599,000, with about 71% of connections on 100/20 Mbps
plans compared to 69% in FY18.
Demand for 1 Gbps plans almost doubled during the
year, growing to 58,000 connections, driven by growing
consumer demand for high speed connections and our
incentive campaigns to encourage retailers to promote
higher speed plans.
Fibre premium (P2P)
Fibre premium (point to point) revenues reduced as
customers migrated from legacy High Speed Network
Service Premium and Bandwidth Fibre Access Service
connections to lower cost inputs, or alternative fibre
networks. Direct Fibre Access Service and other backhaul
connections grew to 5,300 and 1,700 connections respectively.
Copper based voice
Copper based voice revenues continue to decline as
customers migrate from copper to either a fibre based
connection on our network, or to alternative fibre and
wireless networks. The pace of decline increased in FY19 as
retailers promoted their wireless voice services, leading to
a reduction of 54,000 baseband copper connections, up
from 45,000 lines in FY18. Unbundled copper connections
declined at the same rate as the prior year.
Data services over copper
Data services over copper connections continued to decline
as retailers transition business customers from legacy
services to cheaper fibre based services, either on our fibre
network, or on alternative local and CBD fibre networks.
Copper based broadband
Copper based broadband revenues are declining as
customers migrate from our ADSL and VDSL broadband
services to either our fibre network, or alternative fibre and
wireless networks. ADSL connections continued to reduce as
retailers upgraded customers to better VDSL or fibre services.
However, the number of VDSL connections declined because
our ongoing fibre rollout enabled more VDSL customers to
upgrade to fibre.
Annual Report 201922
Value added network services
There was a slight decline in value added network services
revenue. The main driver for this category is national data
transport services, which provides network connectivity
across legacy backhaul links and aggregation handover links.
Infrastructure
Infrastructure revenues remained flat year on year and relate
to services that provide access to our network assets, such
as renting exchange space for commercial co-location
purposes. While there was ongoing growth in demand
for commercial co-location, this was largely offset by a
reduction in demand for unbundled copper access space.
Field services
Field services revenue increased by $4 million relative to
FY18, largely reflecting growth in revenue from new property
developments work. Revenue in this category can vary
depending on cost recovery for damage to our network
and third party demand (e.g. provisioning, cable location
services, maintaining retailer networks and network
relocation requests).
Other
Other income largely consists of revenue generated from
the provision of billing and network management services
to Spark. This continued to decrease in line with a reduction
in services provided. Other items include dividends received
from electricity trusts that supply us with electricity and any
other minor income.
Expenditure commentary
Operating expenses
2019
$M
2018
$M
Labour7473
Network maintenance7587
Other network costs3334
Information technology5054
Rent and rates139
Property maintenance1715
Electricity1715
Provisioning66
Insurance33
Consultants75
Regulatory levies1613
Other2323
Total operating expenses334337
Operating expenditure of $334 million is lower than FY18
by $3 million. Significant savings were made in network
maintenance ($12 million) and information technology
costs ($4 million) as a result of specific cost reduction
efforts. These were offset by small increases across a range
of other operational and regulatory related cost lines.
Labour
Labour of $74 million represents staff costs that are not
capitalised. At 30 June 2019 we had 918 permanent and fixed
term employees, a further 2% reduction from 30 June 2018
of 933 employees. This reflects our ongoing improvement
of process and system workflows through the adoption of
digital systems, together with reviews of our organisational
structure as we begin to move from a build to a more
operational focus. There were one-off restructuring costs of
$1.5 million in FY19.
Annual Report 201923
Network maintenance
Network maintenance costs reduced by $12 million (14%)
from FY18. This was due to fewer network faults and
technician visits as a result of a number of factors, including:
• fewer extreme weather events than in FY18 and notably
dry conditions in the upper North Island;
• retailers using our new Application Programme Interface
tools
to better identify which faults don’t require
technician visits;
• underlying fault volumes decreased as a greater proportion
of customers are connected to the newer fibre network
and our total connection numbers reduced.
While the volume of technician visits reduced, the average
cost per fault increased. This is because the mix of faults
shifted from lower cost chargeable work at customer
premises, to higher cost faults within our fibre and copper
street network.
Other network costs
Other network costs relate to costs associated with service
partner contract costs, engineering services, fibre access
costs from third parties, warehousing costs, fibre order
cancellation costs and the cost of network spares. The
nature of other network costs tends to be more variable, with
the value incurred in the year dependent on various project
related activities.
Information technology
Information technology costs continued to reduce and were
down a further $4 million (7%) in FY19 as we maintained
tight cost control to offset inflation. We continued to replace
legacy shared systems with our own in-house solutions,
including a new billing platform. These solutions are enabling
lower IT maintenance and support costs.
Rent and rates
Rent and rates costs relate to the operation of our network
estate including exchanges, radio sites and roadside cabinets.
These costs include rates that are levied on network assets
both above and below ground. Rates continue to increase
because the UFB rollout results in higher rateable values for
our network assets.
Property maintenance
Property maintenance costs have continued to increase as
we complete previously deferred maintenance activity.
Electricity
Electricity costs were slightly higher in FY19 due to higher
electricity prices. About 50% of our electricity requirements
have been hedged, with a current end date of June 2020.
Consultants
Consultant costs increased by $2 million (40%) as we
received external advice related to the implementation of the
new regulatory regime. Costs directly attributable to the final
models used in submissions to the Commerce Commission
(the Commission) have been capitalised.
Regulatory levies
Regulatory levies reflects the amount paid for the
Telecommunications Development Levy and the
Telecommunications Regulation Levy. We have allowed
for $3 million in FY19 in anticipation of the Commission
establishing a levy regime to fund the implementation of the
new regulatory framework.
Other
Other costs include expenditure on general costs such as
advertising, telecommunications, travel, training and legal
fees. Our cost control programme held expenses flat in FY19.
Annual Report 201924
Depreciation and amortisation
2019
$M
2018
$M
Estimated
useful life (years)
Weighted average
useful life (years)
Fibre cables90782020
Ducts, manholes and poles484220-5049
Copper cables615110-3022
Cabinets41415-2015
Property15155-5025
Network electronics60652-259
Right of use assets131310-5028
Other––2-106
Less: Crown funding (25) (22)
Total depreciation303283
Software56612-105
Other intangibles––6-3522
Customer retention 34 43 0-42
Total amortisation90104
The weighted average useful life represents the total useful
life in each category weighted by the net book value of
the assets.
During FY19, $804 million of expenditure on network assets
and software was capitalised. The ‘UFB communal’ and
‘Fibre connections and fibre layer 2’ included in ‘fibre’ capital
expenditure was largely capitalised against the network
assets categories of fibre cables (42%) and ducts, poles and
manholes (40%). The average depreciation rate for UFB
communal infrastructure spend is based on an estimated life
of 39 years, reflecting the very high proportion of long life
assets being constructed.
We considered the useful life of copper cables in Chorus
UFB1 areas and, due to strong fibre uptake, depreciation of
these cables is being accelerated at a rate of approximately
$11 million per annum, so they will be fully depreciated by
30 June 2025.
Software and other intangibles largely consist of the software
components of billing, provisioning and operational systems,
including spend on Spark-owned shared systems.
We expect that incremental costs incurred in acquiring new
contracts with new and existing customers are recoverable.
These costs are capitalised as customer retention assets.
Capitalised customer retention assets are amortised against
expenses when related revenues are recognised either
upfront or over the life of the contract (currently estimated to
be within a maximum of four years). In FY19, the amount of
amortisation was $34 million and there was no impairment in
relation to the costs capitalised.
Our depreciation profile is expected to continue to change,
reflecting the greater mix of longer dated UFB assets being
built. The offset of Crown funding against depreciation is
expected to continue to increase over time as the amount
of funding received from the Crown accumulates,
with the associated amortisation credit to depreciation
increasing accordingly.
Annual Report 201925
Finance income and expense
(Income)/expense
2019
$M
2018
$M
Finance income (10) (7)
Interest on syndicated bank facility 5 4
Interest on EMTN – GBP 53 53
Interest on EMTN – EUR 39 39
Interest on fixed rate NZD bonds 31 18
Other interest expense 26 22
Capitalised interest (4) (4)
Interest costs 150 132
Fair value adjustment on interest rate swaps not in hedge relationship (3) (3)
Ineffective portion of changes in fair value of cash flow hedges 6 5
Total finance expenses excluding CIP securities (notional) interest 153 134
CIP securities (notional) interest 22 17
Total finance expense 175 151
Interest costs increased by $18 million year on year due to the
issuance of a new $500 million domestic bond in December
2018. The new bond helped reduce the weighted effective
interest rate on debt to 5.75% (FY18: 5.96%). A portion of this
bond has been held in term deposits to be utilised at a later
date. This has led to a higher cash balance in FY19, and resulted
in a $3 million increase in finance income.
Other interest expense includes lease interest of $20 million
(FY18: $18 million), $3 million amortisation (FY18: $3 million)
arising from the difference between fair value and proceeds
realised from the GBP Euro Medium Term Note (EMTN) interest
rate swap reset in 2013 and a $2 million one-off expense in
FY19 for restructuring two forward dated interest rate swaps.
At a minimum, we aim to maintain 50% of our debt obligations
at a fixed rate of interest. We have fully hedged the foreign
exchange exposure on the GBP and EUR EMTNs with cross
currency interest rate swaps. The floating interest on the GBP
cross currency interest rate swaps has been fully hedged using
interest rate swap instruments, along with a portion of the
floating interest on the EUR cross currency interest rate swaps.
Ineffectiveness
The foreign exchange exposure on the EUR EMTN has been
fully hedged and interest rate exposure partially hedged.
For hedge accounting purposes the hedging relationship
consists of a fair value hedge and two cash flow hedges.
The GBP EMTN hedging relationship was reset with a fair
value of $49 million on 9 December 2013 following the
close out of the interest rate swaps relating to the EMTN.
This amount is being amortised over the life of the derivative
and flows as ineffectiveness in the income statement. As
at 30 June 2019 a further $2 million remains in the hedge
reserve to be amortised in relation to this reset. In FY19,
ineffectiveness of $6 million (FY18: $7 million) flowed through
interest expense relating to the amortisation of this reset.
Taxation
The 2019 effective tax rate of 32% (FY18: 30%) is higher than
the statutory rate of 28% due to permanent differences
arising between accounting and taxable income due to the
different treatment of Crown Infrastructure Partner (CIP)
securities and Rural Broadband Initiative (RBI) funding and
assets for tax. The accounting adjustments recognised in
relation to CIP securities are non taxable as confirmed via
binding rulings issued by Inland Revenue. RBI assets were
funded by a non taxable government grant and RBI assets
are not depreciated for tax. The accounting amortisation
of RBI government grants and RBI accounting depreciation
recognised in the profit and loss is added back as a
permanent difference for tax.
Annual Report 201926
Capital expenditure commentary
2019
$M
2018
$M
Fibre664620
Copper81132
Common5958
Gross capital expenditure804810
Gross capital expenditure for the year to 30 June 2019 was
$804 million. This was $16 million below the FY19 guidance
range of $820 million to $860 million and $6 million below FY18
gross capital expenditure spend. Increased fibre connection
capital expenditure was offset by reduced copper capital
expenditure due to lower customer retention costs in FY19 and
FY18 spend including about $20 million of work to deploy VDSL
vectoring technology.
Fibre capital expenditure
2019
$M
2018
$M
UFB communal245231
Fibre connections and fibre layer 2
1
308294
Fibre products and systems1717
Other fibre connections and growth6565
Customer retention2913
Total fibre capital expenditure664620
1 Layer 2 equipment, such as gigabit capable passive optical network ports, are installed ahead of demand as the UFB footprint expands.
Fibre capital expenditure includes spend specifically focused on
fibre assets and represented about 83% of our FY19 gross capital
expenditure spend, up from 76% in FY18.
The cost of the deployment of the UFB communal network for
FY19 was $245 million, including about $105 million for the UFB2
rollout (FY18: $60 million).
The average cost per UFB1 brownfields premises passed during
the year was $1,573. This was in the top half of FY19 guidance for
an average cost of $1,500 to $1,600.
Fibre connections and layer 2 spend was $308 million with fibre
connections installed for 186,000 customers nationwide. This
was an increase of 30,000 installations year on year and included
14,000 UFB2 connections.
About $77 million was upfront investment for ‘backbone’
network to enable the connection of multiple customers located
along rights of way and multi-dwelling units.
The average UFB1 cost per premises connected for standard
residential premises and some non-standard single dwelling unit
installations and service desk costs was $1,025, excluding the
long run average cost of layer 2 equipment. This was at the lower
end of the expected FY19 cost range of $1,000 to $1,150.
Investment in other fibre connections and growth was flat at
$65 million.
Fibre customer retention costs increased by $16 million,
reflecting an increased focus on fibre product incentives.
Copper capital expenditure
2019
$M
2018
$M
Network sustain4445
Copper connections22
Copper layer 21234
Product fixed14
Customer retention2247
Total copper capital expenditure81132
Annual Report 201927
Copper capital expenditure decreased by $51 million
from FY18.
Network sustain capital expenditure continued at FY18
levels because of an ongoing pole replacement programme
outside our fibre areas and replacement of legacy
rural network.
Copper layer 2 spend decreased following the conclusion
of the VDSL vectoring technology rollout in FY18.
Customer retention costs decreased by $25 million reflecting
an increased focus on fibre product incentive offers and
fewer technician visits for copper provisioning.
Common capital expenditure
2019
$M
2018
$M
Information technology3435
Building and engineering services2220
Other33
Total common capital expenditure5958
Common capital expenditure of $59 million was consistent with the prior year.
Contributions to capital expenditure
We received $9 million in contributions towards our gross
capital expenditure. These contributions are included as part
of Crown funding and represent instances where central or
local government authorities asked us to relocate or rebuild
existing network.
Long term capital management
We will pay a final dividend of 13.5 cents per share on
8 October 2019 to all holders registered at 5.00pm 24
September 2019. The shares will be quoted on an ex-dividend
basis from 23 September 2019. The dividends paid will be fully
imputed, at a ratio of 28/72, in line with the corporate income
tax rate. In addition, a supplementary dividend of 2.4 cents
per share will be payable to shareholders who are not resident
in New Zealand.
The dividend reinvestment plan will remain in place for
the final dividend at a discount rate of 3%. Shareholders
who have previously elected to participate in the dividend
reinvestment plan do not need to take any further action.
For those shareholders who wish to participate, election
notices to participate must be received by 5.00pm (NZ time)
on 25 September 2019.
The Board expects to update the dividend policy once the
Commission finalises the value of our regulated asset base
and regulated revenue for fibre, currently due in June 2021.
Until then, the Board expects to be able to provide
shareholders with modest dividend growth, subject to
no material adverse changes in circumstance or outlook.
For FY20, we expect to pay a dividend of 24 cents per share,
subject to no material adverse changes in circumstance
or outlook.
The Board considers that a ‘BBB’ or equivalent credit rating
is appropriate for a company such as Chorus. It intends
to maintain capital management and financial policies
consistent with these credit ratings. At 30 June 2019, we had
a long term credit rating of BBB/stable outlook by Standard &
Poor’s and Baa2/stable by Moody’s Investors Service.
The GBP EMTN of $491 million is due for repayment in April
2020, and is therefore a current liability. Refinancing of this
bond is planned for FY20. If refinancing was not achievable
for any reason, undrawn bank debt facilities of $550 million
and cash balances of $273 million are available as an
alternative option to use for repayment.
Annual Report 201928
Annual Report 201929
Financial
statements
30 Independent auditor’s report
33 Income statement
33 Statement of comprehensive income
34 Statement of financial position
35 Statement of changes in equity
36 Statement of cash flows
38 Notes to the financial statements
Annual Report 201930
Independent auditor’s report
To the shareholders of Chorus Limited
Report on the consolidated financial statements
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with
Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New
Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (‘IESBA Code’), and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in
the Auditor’s responsibilities for the audit of the consolidated
financial statements section of our report.
Our firm has also provided other services to the Group in
relation to regulatory audit services, tax compliance services
and other assurance and advisory services. Subject to certain
restrictions, partners and employees of our firm may also
deal with the Group on normal terms within the ordinary
course of trading activities of the business of the Group.
These matters have not impaired our independence as
auditor of the Group. The firm has no other relationship with,
or interest in, the Group.
Materiality
The scope of our audit was influenced by our application of
materiality. Materiality helped us to determine the nature,
timing and extent of our audit procedures and to evaluate
the effect of misstatements, both individually and on the
consolidated financial statements as a whole. The materiality
for the consolidated financial statements as a whole was set
at $5.9 million, determined with reference to a benchmark of
Group profit before tax. We chose the benchmark because,
in our view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements in the current period.
We summarise below those matters and our key audit
procedures to address those matters in order that the
shareholders as a body may better understand the process
by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose
of our statutory audit opinion on the consolidated financial
statements as a whole and we do not express discrete
opinions on separate elements of the consolidated financial
statements.
The key audit matterHow the matter was addressed in our audit
Capitalisation of assets
Refer to Note 1 to the Financial Statements.
During the year ended 30 June 2019 the Group has spent
$711 million in network asset additions as it continues
with its purpose of bringing better broadband to New
Zealanders. Capitalisation of these costs and useful lives
assigned to these assets are a key audit matter due to the
significance of network assets to the Group’s business, and
due to the judgement involved in the:
Our audit procedures included:
—Examining that the controls to recognise capital projects in the fixed
asset register and the approval of the asset life annual review are
effective.
—Assessing the nature of costs incurred in capital projects by checking
a sample of costs to invoice to determine whether the description of
the expenditure met the capitalisation criteria.
Opinion
In our opinion, the accompanying consolidated financial
statements of Chorus Limited (the ’company’) and its
subsidiaries (the ‘Group’) on pages 33 to 65:
i. present fairly in all material respects the Group’s financial
position as at 30 June 2019, its financial performance
and cash flows for the year ended on that date; and
ii. comply with New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS)and International
Financial Reporting Standards.
We have audited the accompanying consolidated financial
statements which comprise:
— the consolidated statement of financial position as at
30 June 2019;
— the consolidated income statement, statements of other
comprehensive income, changes in equity and cash
flows for the year then ended; and
— notes, including a summary of significant accounting
policies and other explanatory information.
Annual Report 201931
The key audit matterHow the matter was addressed in our audit
Capitalisation of assets (continued)
—decision to capitalise or expense costs relating to
the network. This decision depends on whether
the expenditure is considered to enhance network
capability (and therefore capital), or to maintain the
current operating capability of the network (and
therefore an expense);
—estimation of the stage of completion of assets under
construction; and
—estimation of the useful life of the asset once the costs
are capitalised. There is also judgment when estimating
asset lives due to the uncertainty of the impact of
technological change .
—Evaluating a sample of assets under construction in which no costs
had been incurred in the final three months of the financial reporting
period. We challenged the status of those assets under construction
to determine whether they remained appropriately capitalised.
—Assessing, on a sample basis, whether the accruals recorded
for assets under construction were calculated in accordance
with the progress of construction and the arrangements with
external suppliers.
—Assessing the useful economic lives of the assets, by comparing
to our knowledge of the business and its operations and industry
benchmarks.
Chorus funding
Refer to Notes 4, 6, 7 and 19 to the Financial Statements.
The CIP securities and interest rate derivatives are a key
audit matter due to their significance to the Group’s
consolidated statement of financial position. There is
complexity and judgement involved in determining the
appropriate valuation and accounting treatment for the
interest rate derivatives and the CIP securities.
Our audit procedures to assess the valuation and accounting treatment
for the Group’s interest rate derivatives and CIP securities included:
—Our financial instrument specialists re-valuing all interest rate
derivatives using valuation models and inputs independent from
those utilised by management.
—Evaluating the hedge effectiveness of the interest rate derivatives
hedging the GBP and EUR denominated Euro Medium Term Notes.
In both instances, our financial instrument specialists assessed the
effectiveness of these hedges by independently modelling the future
changes in the value of these instruments to assess whether the
underlying derivatives were effective.
—Assessing the accounting treatment of the CIP securities. We read
the underlying loan agreement and analysed the various features of
the loan agreement to determine whether the CIP securities were a
debt or equity instrument.
—Evaluating the valuation of the CIP securities. Our valuation
specialists assessed the methodology used by management for
determining the amounts allocated to debt and government grant.
—Assessing the inputs used in the valuation of the CIP securities. On
a sample basis we compared interest rates and credit spreads to
independent sources of information to determine an acceptable
range of valuation inputs.
Revenue recognition
Refer to Note 9 to the Financial Statements.
Accuracy of revenue is considered to be a key audit matter
due to the nature of the underlying billing processes that
existed following the Chorus demerger from Spark in 2011.
There are certain legacy products where the billing is based
on network consumption which cannot be easily linked to
a physical end user connection. There is a risk that revenue
billed on this basis may be disputed by Chorus’ customers
who have a different view of their consumption of the
Chorus network.
Our audit procedures included:
—Evaluating the Group’s recognition of revenue by assessing any
revenue disputes recorded in the industry’s dispute reporting tool
by Chorus customers. We compared the disputes raised by Chorus
customers to the revenue recorded by Chorus and checked a
sample of settled disputes to the final settlement agreements.
—Independently confirming the accuracy of a sample of outstanding
debtor balances with Chorus customers.
—Agreeing a sample of revenue adjustments recorded during the year
to authorised credit notes.
Other information
The Directors, on behalf of the Group, are responsible
for the other information included in the entity’s Annual
Report. Other information includes the Chorus Board
and management overview, management commentary,
disclosures relating to corporate governance and statutory
information. Our opinion on the consolidated financial
statements does not cover any other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or
otherwise appears materially misstated. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Annual Report 201932
Use of this independent auditor’s report
This independent auditor’s report is made solely to the
shareholders as a body. Our audit work has been undertaken
so that we might state to the shareholders those matters we
are required to state to them in the independent auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the shareholders as a body for our
audit work, this independent auditor’s report, or any of the
opinions we have formed.
Responsibilities of the Directors for the
consolidated financial statements
The Directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated
financial statements in accordance with generally
accepted accounting practice in New Zealand (being New
Zealand Equivalents to International Financial Reporting
Standards);
— implementing necessary internal control to enable
the preparation of a consolidated set of financial
statements that is fairly presented and free from material
misstatement, whether due to fraud or error; and
—
assessing the ability to continue as a going concern. This
includes disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless they either intend to liquidate or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the consolidated financial statements
Our objective is:
— to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes
our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of
these consolidated financial statements is located at the
External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this
independent auditor’s report is Ed Louden
For and on behalf of
KPMG
Wellington
26 August 2019
Annual Report 201933
Income statement
For the year ended 30 June 2019
(Dollars in millions)Notes
2019
$M
2018
$M
Operating revenue9 970 990
Operating expenses10 (334) (337)
Earnings before interest, income tax, depreciation and amortisation 636 653
Depreciation1 (303) (283)
Amortisation2 (90) (104)
Earnings before interest and income tax 243 266
Finance income 10 7
Finance expense4 (175) (151)
Net earnings before income tax 78 122
Income tax expense14 (25) (37)
Net earnings for the year 53 85
Earnings per share
Basic earnings per share (dollars)
170.120.20
Diluted earnings per share (dollars)170.100.16
Statement of comprehensive income
For the year ended 30 June 2019
(Dollars in millions)Note
2019
$M
2018
$M
Net earnings for the year 53 85
Other comprehensive income
Items that will be reclassified subsequently to the income statement when specific
conditions are met
Movements in effective cash flow hedges
19 (45) (3)
Amortisation of de-designated cash flow hedges transferred to Income statement19 (2) (1)
Movement in cost of hedging reserve19 – (3)
Other comprehensive income net of tax (47) (7)
Total comprehensive income for the year net of tax 6 78
The accompanying notes are an integral part of these financial statements.
Annual Report 201934
Statement of financial position
As at 30 June 2019
(Dollars in millions)Notes
2019
$M
2018
$M
Current assets
Cash and call deposits
15 273 50
Income tax receivable 11 15
Trade and other receivables11 140 154
Derivative financial instruments19 3 3
Finance lease receivable5 6 5
Total current assets 433 227
Non-current assets
Derivative financial instruments
19 56 74
Trade and other receivables11 7 7
Deferred tax receivable14 101 82
Customer retention assets3 61 42
Software and other intangibles2 137 140
Network assets1 4,823 4,439
Total non-current assets 5,185 4,784
Total assets 5,618 5,011
Current liabilities
Trade and other payables
12 360 370
Income tax payable 2 3
Lease payable5 8 6
Derivative financial instruments19 197 19
Debt4 491 –
Total current liabilities excluding Crown funding 1,058 398
Crown funding7 25 21
Total current liabilities 1,083 419
Non-current liabilities
Deferred tax payable
14 326 306
Derivative financial instruments19 91 210
Lease payable5 246 237
Debt4 1,741 1,807
Total non-current liabilities excluding CIP and Crown funding 2,404 2,560
Crown Infrastructure Partners (CIP) securities6 355 273
Crown funding7 797 737
Total non-current liabilities 3,556 3,570
Total liabilities 4,639 3,989
Equity
Share capital
16 638 590
Reserves19(83)(36)
Retained earnings 424 468
Tot al e quit y 979 1,022
Total liabilities and equity 5,618 5,011
The accompanying notes are an integral part of these financial statements.
The financial statements are approved and signed on behalf of the Board.
Patrick Strange
Chair
Authorised for issue on 26 August 2019
Kate McKenzie
Chief Executive Officer and Managing Director
Annual Report 201935
Statement of changes in equity
For the year ended 30 June 2019
(Dollars in millions)Notes
Share capital
$M
Retained
earnings
$M
Hedging-related
reserves
$M
Total
$M
Balance at 1 July 2017 520 473 (29) 964
Comprehensive income
Net earnings for the year
– 85 – 85
Other comprehensive income
Changes in cash flow hedge reserve
19 – – (3) (3)
Amortisation of de-designated cash flow hedges transferred to
income statement
19 – – (1) (1)
Movement in cost of hedging reserve19 – – (3) (3)
Total comprehensive income – 85 (7) 78
Contributions by and (distributions to) owners:
Dividends
16 – (90) – (90)
Supplementary dividends – (10) – (10)
Tax credit on supplementary dividends – 10 – 10
Dividend reinvestment plan16 47 – – 47
Issue of new shares16 23 – – 23
Total transactions with owners 70 (90) – (20)
Balance at 30 June 2018 590 468 (36) 1,022
Comprehensive income
Net earnings for the year
– 53 – 53
Other comprehensive income
Changes in cash flow hedge reserve
19 – – (45) (45)
Amortisation of de-designated cash flow hedges transferred to
income statement
19 – – (2) (2)
Total comprehensive income – 53 (47) 6
Contributions by and (distributions to) owners:
Dividends
16 – (97) – (97)
Supplementary dividends – (12) – (12)
Tax credit on supplementary dividends – 12 – 12
Dividend reinvestment plan16 48 – – 48
Total transactions with owners 48 (97) – (49)
Balance at 30 June 2019 638 424 (83) 979
The accompanying notes are an integral part of these financial statements.
Annual Report 201936
Statement of cash flows
For the year ended 30 June 2019
(Dollars in millions)Notes
2019
$M
2018
$M
Cash flows from operating activities
Cash was provided from/(applied to):
Cash received from customers
966 1,002
Finance income 1 3
Payment to suppliers and employees (339) (350)
Taxation paid 14 (3) (30)
Interest paid (129) (117)
Net cash flows from operating activities 496 508
Cash flows applied to investing activities
Cash was from/(applied) to:
Purchase of network and intangible assets
(806) (766)
Capitalised interest paid (4) (4)
Net cash flows applied to investing activities (810) (770)
Cash flows from financing activities
Cash was provided from/(applied to):
Net outflow from leases
(21) (15)
Crown funding (including CIP securities) 167 117
Issuance of share capital – 23
Proceeds from debt 500 70
Repayment of debt (60) (10)
Dividends paid(49) (43)
Net cash flows from financing activities 537 142
Net cash flow 223 (120)
Cash at the beginning of the year 50 170
Cash at the end of the year15 273 50
Reconciliation of net earnings to net cash flows from operating activities
(Dollars in millions)
2019
$M
2018
$M
Net earnings for the year 53 85
Adjustment for:
Depreciation charged on network assets
328 305
Amortisation of Crown funding (25) (22)
Amortisation of software and other intangible assets 90 104
Deferred income tax 18 21
Ineffective portion of changes in fair value of cash flow hedges 6 5
Movement in cost of hedging reserve – 3
Other 19 9
489 510
Change in current assets and liabilities:
Decrease/(increase) in trade and other receivables
14 (15)
(Decrease)/increase in trade and other payables (10) 24
Decrease/(increase) in tax receivable 4 (11)
Decrease in tax liability (1) –
7 (2)
Net cash flows from operating activities 496 508
The accompanying notes are an integral part of these financial statements.
Annual Report 201937
Reconciliation of movements of liabilities to cash flows arising from financing activities
Debt
$M
Crown funding
$M
CIP securities
$M
Lease payable
(net)
$M
Share capital
$M
Retained earnings
$M
Balance at 1 July 20171,609 698 203 154 520 473
Movements from cash flows
Payment of lease liabilities
– – – (15) – –
Proceeds from funding70 76 41 – – –
Proceeds from repayment of borrowings(10) – – – – –
Proceeds from issue of share capital – – – – 23 –
Dividends paid – – – – – (43)
Total changes from financing cash flows60 76 41 (15)23 (43)
Non-cash movements
Movements in fair value
(including foreign exchange rates)
135 – – – – –
Transaction costs and amortisation
related to financing
3 (22)17 – – –
Accruals–6 12 – – –
Dividend reinvestment plan – – – – 47 (47)
Impact of adopting NZ IFRS 9, 15, 16 – – – 47 – –
Lease additions – – – 52 – –
Net earnings for the year – – – – – 85
Balance at 30 June 20181,807 758 273 238 590 468
Movements from cash flows
Payment of lease liabilities
– – – (21) – –
Proceeds from funding 500 95 72 – – –
Repayment of borrowings (60) – – – – –
Dividends paid – – – – – (49)
Total changes from financing cash flows 440 95 72 (21) – (49)
Non-cash movements
Movements in fair value
(including foreign exchange rates)
(10) – – – – –
Transaction costs and amortisation
related to financing
(5) (25) 22 – – –
Accruals – (6) (12) – – –
Dividend reinvestment plan – – – – 48 (48)
Lease additions – – – 31 – –
Net earnings for the year – – – – – 53
Balance at 30 June 2019 2,232 822 355 248 638 424
The accompanying notes are an integral part of these financial statements.
Annual Report 201938
Notes to the financial statements
Reporting entity and statutory base
Chorus includes Chorus Limited together with its subsidiaries.
Chorus is New Zealand’s largest fixed line communications
infrastructure business. It maintains and builds a network
predominantly made up of fibre and copper cables, local
telephone exchanges and cabinets.
Chorus Limited is a profit-orientated company registered in
New Zealand under the Companies Act 1993 and a FMC
Reporting Entity for the purposes of the Financial Markets
Conduct Act 2013. Chorus Limited was established as a
standalone, publicly listed entity on 1 December 2011, upon its
demerger from Spark New Zealand Limited (Spark, previously
Telecom Corporation of New Zealand Limited. The demerger
was a condition of an agreement with Crown Infrastructure
Partners Limited (previously Crown Fibre Holdings) to enable
Chorus Limited to provide the majority of the Crown’s Ultra-Fast
Broadband (UFB). Chorus Limited is listed and its ordinary shares
quoted on the NZX main board equity security market
(NZX Main Board) and on the Australian Stock Exchange (ASX)
and has bonds quoted on the NZX, ASX, and Luxembourg Stock
Exchange debt markets. American Depositary Shares, each
representing five ordinary shares (and evidenced by American
Depositary Receipts), are not listed but are traded on the over-
the-counter market in the United States.
These financial statements have been prepared in accordance
with Generally Accepted Accounting Practice in New Zealand
(NZ GAAP) and Part 7 of the Financial Markets Conduct Act 2013.
They comply with New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS) as appropriate for
profit-oriented entities, and with International Financial
Reporting Standards.
These financial statements are expressed in New Zealand dollars.
All financial information has been rounded to the nearest million,
unless otherwise stated.
The measurement basis adopted in the preparation of
these financial statements is historical cost, modified by the
revaluation of financial instruments as identified in the specific
accounting policies below and the accompanying notes.
Accounting policies and standards
Accounting policies that summarise the measurement basis used
and are relevant to the understanding of the financial statements
are provided throughout the accompanying notes.
The accounting policies adopted and methods of computation
have been applied consistently throughout the periods
presented in these financial statements.
Reclassification and re-statement of comparatives
Where management have reclassified items in the financial
statements, the related comparative disclosures have been
adjusted to provide a like-for-like comparison.
Accounting estimates and judgements
In preparing the financial statements management has made
estimates and assumptions about the future that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the period. Actual results could differ from
those estimates.
Estimates and assumptions are regularly evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. The principal areas of judgement in preparing
these financial statements are set out below.
Network assets (note 1)
Assessing the appropriateness of useful life and residual value
estimates of network assets requires a number of factors to be
considered such as the physical condition of the asset, expected
period of use of the asset, technological advances, regulation and
expected disposal proceeds from the future sale of the asset.
Customer retention assets (note 3)
Assessing the appropriateness of the period over which customer
retention costs are amortised requires a number of factors to be
considered such as the product the customer retention costs
relate to, technological advances, retail service provider activities
and regulation.
Leases (note 5)
Chorus assesses at lease commencement whether it is
reasonably certain to exercise extension options where included
in the contract, and where it is reasonably certain, the extension
period has been included in the lease liability calculation.
CIP securities (note 6)
Determining the fair value of the CIP securities requires
assumptions on expected future cash flows and discount rates
based on future long dated swap curves.
Crown funding (note 7)
Exercising judgement when recognising Crown funding to
determine if conditions of the funding contract have been
satisfied. This judgement will be based on the facts and
circumstances that are evident for each contract at the time of
preparing the financial statements.
Financial risk management (note 20)
Credit valuations are adjusted to reflect credit risk as required
by NZ IFRS 9: Financial Instruments. The effect of credit risk is
quantified using an expected future exposure methodology
where credit default swap prices are used to represent the
probability of default.
Annual Report 201939
Note 1 – Network assets
In the Statement of financial position, network assets are stated
at cost less accumulated depreciation and any accumulated
impairment losses. The cost of additions to network assets
and work in progress constructed by Chorus includes the
cost of all materials used in construction, direct labour costs
specifically associated with construction, interest costs that are
attributable to the asset, resource management consent costs
and attributable overhead.
Repairs and maintenance costs are recognised in the income
statement as incurred. If the useful life of the asset is
extended or the asset is enhanced then the associated costs
are capitalised.
Estimating useful lives and residual values of
network assets
The determination of the appropriate useful life for a particular
asset requires management to make judgements about,
amongst other factors, the expected period of service potential
of the asset, the likelihood of the asset becoming obsolete as
a result of technological advances, the likelihood of Chorus
ceasing to use the asset in our business operations and the
effect of government regulation.
Where an item of network assets comprises major components
having different useful lives, the components are accounted for
as separate items of network assets.
Where the remaining useful lives or recoverable values have
diminished due to technological, regulatory or market condition
changes, depreciation is accelerated. The assets’ residual values,
useful lives, and methods of depreciation are reviewed annually
and adjusted prospectively, if appropriate.
Depreciation is charged on a straight-line basis to write down
the cost of network assets to their estimated residual value over
their estimated useful life.
Estimated useful lives are as follows:
Fibre cables20 years
Ducts, manholes and poles20–50 years
Copper cables10–30 years
Cabinets5–20 years
Property5–50 years
Network electronics2–25 years
Right of use (leases)10–50 years
Other2–10 years
Other network assets include motor vehicles, network
management and administration systems and radio
infrastructure.
Any future adverse impacts arising from assessing the carrying
value or lives of network assets could lead to future impairment
losses or increases in depreciation charges that could affect
future earnings.
An item of network assets and any significant part is
derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Where network
assets are disposed of, the profit or loss recognised in the
income statement is calculated as the difference between the
sale price and the carrying value of the asset.
Leased assets and corresponding liabilities are recognised as
‘right of use’ assets, and depreciated over the life of the lease.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange
rates as at the dates of the initial transactions.
Land and work in progress are not depreciated. Work in
progress is reviewed on a regular basis to ensure that costs
represent future assets.
Annual Report 201940
Note 1 – Network assets (cont.)
30 June 2019
Fibre
cables
$M
Ducts,
manholes,
and poles
$M
Copper
cables
$M
Cabinets
$M
Property
$M
Network
electronics
$M
Right
of use
assets
$M
Other
$M
Work in
progress
$M
Total
$M
Cost
Balance at 1 July 2018
1,782 2,228 2,384 620 404 1,735 261 5 207 9,626
Additions – – – – – – – – 711 711
Disposals (1) – (7) – (6) (38) (2) – – (54)
Transfers from work in
progress
263 270 17 41 20 81 16 – (708) –
Other – – – – 2 – – – 5 7
Balance at 30 June 2019 2,044 2,498 2,394 661 420 1,778 275 5 215 10,290
Accumulated depreciation
Balance at 1 July 2018
(538) (557) (1,934) (395) (251) (1,475) (35) (2) – (5,187)
Depreciation (90) (48) (61) (41) (15) (60) (13) – – (328)
Disposals 1 – 7 – 5 38 (2) – – 49
Other – – – – (1) – – – – (1)
Balance at 30 June 2019 (627) (605) (1,988) (436) (262) (1,497) (50) (2) – (5,467)
Net carrying amount 1,417 1,893 406 225 158 281 225 3 215 4,823
30 June 2018
Fibre
cables
$M
Ducts,
manholes
and poles
$M
Copper
cables
$M
Cabinets
$M
Property
$M
Network
electronics
$M
Right
of use
assets
$M
Other
$M
Work in
progress
$M
Total
$M
Cost
Balance at 1 July 2017
1,560 2,007 2,369 583 391 1,673 228 5 124 8,940
Additions – – – – – – – – 721 721
Disposals – (4) – (2) (6) (30) – – – (42)
Transfers from work in
progress
222 225 15 39 17 92 28 – (638) –
Other – – – – 2 – 5 – – 7
Balance at 30 June 2018 1,782 2,228 2,384 620 404 1,735 261 5 207 9,626
Accumulated depreciation
Balance at 1 July 2017
(460) (515) (1,883) (354) (239) (1,443) (22) (2) – (4,918)
Depreciation (78) (42) (51) (41) (15) (65) (13) – – (305)
Disposals – – – – 5 33 – – – 38
Other – – – – (2) – – – – (2)
Balance at 30 June 2018 (538) (557) (1,934) (395) (251) (1,475) (35) (2) – (5,187)
Net carrying amount 1,244 1,671 450 225 153 260 226 3 207 4,439
There are no restrictions on Chorus’ network assets or any network assets pledged as securities for liabilities. At 30 June 2019 the
contractual commitments for acquisition and construction of the network assets was $264 million (30 June 2018: $448 million).
Annual Report 201941
Note 1 – Network assets (cont.)
Depreciation
2019
$M
2018
$M
Depreciation charged on network assets 328 305
Crown funding(25) (22)
Total depreciation 303 283
Chorus receives funding from the Crown to finance the
capital expenditure associated with the development of the
UFB network, rural broadband services and other services.
Where funding is used to construct assets, it is offset against
depreciation over the life of the assets.
Refer to note 7 for information on Crown funding.
Property exchanges
Chorus has leased exchange space and commercial co-location
space owned by Spark which is subject to lease arrangements
(included within right of use assets). Chorus in turn leases
exchange space and commercial co-location space owned by
Chorus to Spark under a finance lease arrangement.
For sites that it does not own, Chorus recognises its share of
the assets based on occupancy percentage, as well as a liability
for the future payments due. For sites that it does own, Chorus
derecognises the share of the asset used by Spark, as well as
recognising a receivable for the future receipts due.
Impairment
The carrying amounts of non-financial assets including network
assets, software and other intangibles and customer retention
assets are reviewed at the end of each reporting period for any
indicators of impairment.
If any such indication exists, the recoverable amount of the asset is
estimated. An impairment loss is recognised in earnings whenever
the carrying amount of an asset exceeds its estimated recoverable
amount. Should the conditions that gave rise to the impairment
loss no longer exist, and the assets are no longer considered to be
impaired, a reversal of an impairment loss would be recognised
immediately in earnings. In the period to 30 June 2019, there was
no impairment in relation to the costs capitalised. (30 June 2018:
no impairment).
The recoverable amount is the greater of an asset’s value in use
and fair value less costs to sell. Chorus’ assets do not generate
independent cash flows and are therefore assessed from a single
cash-generating unit perspective. In assessing the recoverable
amount, the estimates of future cash flows are discounted to
their net present value using a discount rate that reflects current
market assessments of the time value of money and the risks
specific to the business
Capitalised interest
Finance costs are capitalised on qualifying items of network
assets and software assets at an annualised rate of 6%
(30 June 2018: 6%). Interest is capitalised over the period
required to complete the assets and prepare them for their
intended use. In the current year finance costs totalling
$4 million (30 June 2018: $4 million) have been capitalised
against network assets and software assets.
Right of use assets
Fibre cables
$M
Ducts, manholes,
and poles
$M
Property
$M
Total
$M
Balance 1 July 2017 (net) 6 21 179 206
Additions 3 7 23 33
Depreciation charge – (2) (11) (13)
Balance at 30 June 2018 9 26 191 226
Additions 1 10 5 16
Relinquishments – – (4) (4)
Depreciation charge (1) (2) (10) (13)
Balance at 30 June 2019 9 34 182 225
Right of use assets are the present value of leases held by Chorus
as a lessee, as defined in the accounting policies (previously
recognised as finance and operating leases). Leases are
capitalised at the present value of the minimum lease payments
at inception of the lease.
Chorus has applied a single discount rate to a portfolio of leases
across the two main portfolios of leases (‘Property’ and ‘Ducts,
manholes, and poles’) due to the long term usage nature of
the underlying assets used to service the same network. This
is reflective of the longer term nature of infrastructure assets.
The nature of these assets are similar enough that borrowing
rates on commercial debt would not change asset to asset.
The incremental borrowing rate is reviewed annually.
Annual Report 201942
Note 2 – Software and other intangibles
Software and other intangible assets are initially measured
at cost. The direct costs associated with the development of
network and business software for internal use are capitalised
where project success is probable and the capitalisation
criteria is met. Following initial recognition, software and
other intangible assets are stated at cost less accumulated
amortisation and impairment losses. Software and other
intangible assets with a finite life are amortised from the
date the asset is ready for use on a straight-line basis over
its estimated useful life which is as follows:
Software2–10 years
Other intangibles 6–35 years
Other intangibles mainly consist of land easements.
Where estimated useful lives or recoverable values have
diminished due to technological change or market conditions,
amortisation is accelerated.
There are no restrictions on software and other intangible assets,
or any intangible assets pledged as securities for liabilities.
30 June 2019
Software
$M
Other intangibles
$M
Work in progress
$M
Total
$M
Cost
Balance at 1 July 2018
694 6 28 728
Additions – – 53 53
Transfers from work in progress 58 – (58) –
Balance at 30 June 2019 752 6 23 781
Accumulated amortisation
Balance at 1 July 2018
(587) (1) – (588)
Amortisation (56) – – (56)
Balance at 30 June 2019 (643) (1) – (644)
Net carrying amount 109 5 23 137
30 June 2018
Software
$M
Other intangibles
$M
Work in progress
$M
Total
$M
Cost
Balance at 1 July 2017
639 6 36 681
Additions – – 59 59
Disposals (12) – – (12)
Transfers from work in progress 67 – (67) –
Balance at 30 June 2018 694 6 28 728
Accumulated amortisation
Balance at 1 July 2017
(538) (1) – (539)
Amortisation (61) – – (61)
Disposals 12 – – 12
Balance at 30 June 2018 (587) (1) – (588)
Net carrying amount 107 5 28 140
At 30 June 2019 the contractual commitment for acquisition of software and other intangible assets was $36 million (30 June 2018:
$11 million).
Annual Report 201943
Note 2 – Software and other intangibles (cont.)
Amortisation
Note
2019
$M
2018
$M
Amortisation charged on software and intangible assets56 61
Amortisation charged on customer retention assets334 43
Total amortisation90 104
Refer to note 3 for information on customer retention assets.
Note 3 – Customer retention assets
Customer retention costs are incremental costs incurred in
acquiring new contracts with new and existing customers that
Chorus expects are recoverable, and are capitalised as customer
retention assets. Following initial recognition, customer retention
assets are stated at cost less accumulated amortisation and
impairment losses. Customer retention assets have a finite life
and are amortised from the month that costs are capitalised on
a straight-line basis over the average connection contract life
which is as follows:
New connections and migrations0–4 years
Customer incentives1 year
In the period to 30 June 2019, there was no impairment in
relation to the costs capitalised (30 June 2018: no impairment).
30 June 2019
New connections
and migrations
$M
Customer
incentives
$M
Total
$M
Cost
Balance at 1 July 2018
96 – 96
Additions 49 5 54
Balance at 30 June 2019 145 5 150
Accumulated amortisation
Balance at 1 July 2018
(54) – (54)
Amortisation (34) (1) (35)
Balance at 30 June 2019 (88) (1) (89)
Net carrying amount 57 4 61
30 June 2018
New connections
and migrations
$M
Customer
incentives
$M
Total
$M
Cost
Balance at 1 July 2017
38 – 38
Additions 58 – 58
Balance at 30 June 2018 96 – 96
Accumulated amortisation
Balance at 1 July 2017
(11) – (11)
Amortisation (43) – (43)
Balance at 30 June 2018 (54) – (54)
Net carrying amount 42 – 42
Annual Report 201944
Note 3 – Customer retention assets (cont.)
Amortisation of customer retention assets
Customer retention assets are amortised to the income statement, either as amortisation expense or operating revenue, based on
the nature of the specific costs capitalised.
Note
2019
$M
2018
$M
Amortised to amortisation expense2 34 43
Amortised to operating revenue 1 –
Total Customer retention assets amortisation 35 43
Note 4 – Debt
Debt is included as a non-current liability except for those with
maturities less than 12 months from the reporting date, which
are classified as current liabilities.
Debt is initially measured at fair value, less any transaction costs
that are directly attributable to the issue of the instruments. Debt
is subsequently measured at amortised cost using the effective
interest method. Some borrowings are designated in fair value
hedge relationships, which means that any change in market
interest and foreign exchange rates result in a change in the fair
value adjustment on that debt.
The weighted effective interest rate on debt including the effect of
derivative financial instruments was 5.75% (30 June 2018: 5.96%).
Due date
2019
$M
2018
$M
Syndicated bank facility May 2022 – 60
Euro medium term notes GBP Apr 2020 491 507
Euro medium term notes EUR Oct 2023 858 852
Fixed rate NZD Bonds May 2021 400 400
Fixed rate NZD BondsDec 2028 500 –
Less: Facility fees (17) (12)
Total debt 2,232 1,807
Current 491 –
Non-current 1 ,741 1,807
Syndicated bank facilities
As at 30 June 2019 Chorus had $550 million committed syndicated
facilities on market standard terms and conditions (30 June 2018:
$350 million). In March 2019 the $350 million May 2020 facility was
extended to May 2022 and at the same time a new tranche of
$200 million was arranged. The amount undrawn of the syndicated
bank facilities that are available for future operating activities is
$550 million (30 June 2018: $290 million). The syndicated bank
facilities are held with bank and institutional counterparties rated
- A to AAA, based on rating agency Standard & Poor’s ratings.
Euro Medium Term Notes (EMTN)
Face valueInterest rate
2019
$M
2018
$M
GBP 260 million6.75% 491 507
EUR 500 million1.125% 858 852
Chorus has in place cross currency interest rate swaps to hedge
the foreign currency exposure to the EMTN. The cross currency
interest rate swaps entitle Chorus to receive GBP and EUR
principal and GBP and EUR fixed coupon payments for NZD
principal and NZD floating interest payments.
For the GBP cross currency interest rate swaps the floating
interest rate exposure on the NZD interest payments have been
hedged using interest rate swaps.
The EUR cross currency interest rate swaps are partially hedged
for the NZD interest payments using interest rate swaps (notional
amount $450 million).
Annual Report 201945
Note 4 – Debt (cont.)
The following table reconciles EMTN at hedged rates to EMTN at spot rates as reported under NZ IFRS. EMTN at hedged rates is a
non-GAAP measure and is not defined by NZ IFRS.
2019
EUR
$M
2018
EUR
$M
2019
GBP
$M
2018
GBP
$M
EMTN (at carrying value) 858 852 491 507
Impact of fair value hedge (12) 12 – –
Impact of hedged rates used (61) (79) 186 170
EMTN at hedged rates 785 785 677 677
The fair value of EMTN, calculated based on the present value
of future principal and interest cash flows, discounted at market
interest rates at balance date, was $518 million (30 June 2018:
$558 million) compared to a carrying value of $491 million
(30 June 2018: $507 million) for the GBP EMTN, and $882 million
(30 June 2018: $875 million) compared to a carrying value of
$858 million (30 June 2018: $852 million) for the EUR EMTN.
This fair value has been determined using Level 2 of the fair value
hierarchy as described in note 20.
Fixed Rate NZD Bonds
Interest rate
2019
$M
2018
$M
Fixed rate NZD Bonds - May 20214.12% 400 400
Fixed rate NZD Bonds - December 20284.35% 500 –
Total Fixed rate NZD Bonds 900 400
On 6 December 2018 Chorus issued a $500 million bond at a
fixed interest rate for five years of 4.35%. The bond will mature in
December 2028, with an interest rate reset in December 2023.
The exposure of the floating rate at reset date has been hedged
using interest rate swaps (see note 19).
At 30 June 2019, Chorus has $900 million of unsecured,
unsubordinated debt securities (30 June 2018: $400 million).
Schedule of maturities
2019
$M
2018
$M
Current 491 –
Due one to two years 400 567
Due two to three years – 400
Due four to five years 858 –
Due over five years 500 852
Total due 2,249 1,819
Less: Facility fees (17) (12)
2,232 1,807
No debt has been secured against assets. However, there are financial covenants and event of default triggers, as defined in
the various debt agreements. During the current year Chorus complied with the requirements set out in its financing agreements
(30 June 2018: complied).
Refer to note 20 for information on financial risk management.
Annual Report 201946
Note 4 – Debt (cont.)
Finance expense
2019
$M
2018
$M
Interest on syndicated bank facility 5 4
Interest on EMTN – GBP 53 53
Interest on EMTN – EUR 39 39
Interest on fixed rate NZD bonds 31 18
Fair value adjustment on interest rate swap not in hedge relationship (3) (3)
Ineffective portion of changes in fair value of cash flow hedges 6 5
Other interest expense 26 22
Capitalised interest (4) (4)
Total finance expense excluding CIP securities (notional) interest 153 134
CIP securities (notional) interest 22 17
Total finance expense 175 151
Other interest expense includes $20 million lease interest
expense (30 June 2018: $18 million), $3 million of amortisation
arising from the difference between fair value and proceeds
realised from the swaps reset (30 June 2018: $4 million) and a
$2 million one-off cost to restructure two interest rate swaps
(refer to note 19).
The GBP EMTN hedging relationship was reset with a fair value
of $49 million on 9 December 2013 following the close out
of the interest rate swaps relating to the EMTN. This amount
is being amortised over the life of the derivative and flows as
ineffectiveness in the income statement. As at 30 June 2019
a further $2 million remains in the hedge reserve to be amortised
in relation to this reset (30 June 2018: $8 million). In FY19,
ineffectiveness of $6 million (30 June 2018: $7 million)
flowed through interest expense relating to the amortisation of
this reset.
Note 5 – Leases
Chorus is a lessee and lessor of certain network assets under
lease arrangements. For all leases Chorus recognises assets and
liabilities in the statement of financial position, except those
determined to be short-term or low value. On inception of a
new lease, the lease payable is measured at the present value
of the remaining lease payments, discounted at Chorus’
incremental borrowing rate at that date. Practical expedients
within NZ IFRS 16: Leases have been applied to allow a single
discount rate to a portfolio of leases with similar characteristics.
Lease costs are recognised through interest expense over the
life of the lease. The corresponding right of use asset incurs
depreciation over the estimated useful life of the asset.
Lease liabilities
2019
$M
2018
$M
Liabilities
Maturity analysis – contractual discounted cash flows
Less than one year
8 6
Between one and five years 30 23
More than five years 216 214
Total lease payable 254 243
Current 8 6
Non-Current 246 237
Annual Report 201947
Note 5 – Leases (cont.)
2019
$M
2018
$M
Amounts recognised in Income statement:
Interest on lease payable
20 18
Amounts recognised in Statement of cash flows:
Principle payments (net)
(2) (1)
Lease interest (net) (19) (14)
Extension options
Most leases contain extension options exercisable by Chorus
up to one year before the end of the non-cancellable contract
period. Where practicable, Chorus seeks to include extension
options in new leases to provide operational flexibility. The
extension options held are exercisable only by Chorus and not by
the lessors. Chorus assesses at lease commencement whether
it is reasonably certain the extension options will be exercised,
and where it is reasonably certain, the extension period has been
included in the lease liability calculation. Chorus reassesses
whether it is reasonably certain to exercise the options if there is
a significant event or significant change in circumstances within
its control.
Lease liabilities recognised
(discounted)
2019
$M
Potential future lease
payments not included in
lease liabilities (discounted)
2019
$M
Lease liabilities recognised
(discounted)
2018
$M
Potential future lease
payments not included in
lease liabilities (discounted)
2018
$M
Fibre cables 10 – 9 –
Ducts, manholes and poles 35 1 28 1
Property 209 – 206 –
Total lease payable 254 243
Other leases
Chorus also leases IT equipment with contract terms of one to
three years. These leases are of low value. Chorus has elected
not to recognise right of use assets and lease liabilities for
these leases.
Lease receivable
Chorus has leased exchange space and commercial co-location
space owned by Spark. Chorus in turn leases exchange space
and commercial co-location space to Spark under finance lease
arrangements. The term of the leases vary from three to ten
years and include rights of renewal. The full term has been used
in the calculation of finance lease receivables as it is likely due
to the specialised nature of the buildings that the leases will be
renewed to the maximum term. The payable and receivable
under these finance lease arrangements are net settled in cash.
Lease income from lease contracts in which Chorus acts as a
lessor is as below:
2019
$M
2018
$M
Finance leases
Finance income on the net investment in the lease
8 8
The following table sets out a maturity analysis of lease payments receivable:
2019
$M
2018
$M
Less than one year65
One to two years415
Total lease payments1020
Non-current lease payables are shown net of non-current lease receivable.
Annual Report 201948
Note 6 - Crown Infrastructure Partners (CIP) securities
Ultra-Fast Broadband (UFB)
Chorus receives funding from the Crown to finance construction
costs associated with the development of the UFB network. For
the first phase of the UFB network build (UFB1) Chorus receives
funding at a rate of $1,118 for every premises passed (as certified
by CIP), in return Chorus issues CIP equity securities, CIP debt
securities and CIP warrants. The equity and debt securities have
an issue price of $1 and are issued on a 50:50 basis. For each
premises passed, $559 of equity securities and $559 of debt
securities are issued and Chorus receives $1,118 funding in
return. CIP warrants are issued for nil value. The total committed
funding available for Chorus over the period of UFB1 network
construction is expected to be $929 million. As at 30 June 2019,
there have been approximately 761,000 premises passed and
tested by CIP under UFB1 (30 June 2018: 685,000).
For the second phase of the UFB network build (UFB2 and
UFB2+), there are five different funding rates applied, at an
average rate of $1,828 for every premises passed (as certified by
CIP). In return for the CIP funding, CIP equity and debt securities
will be issued on very similar terms as UFB1 securities. Chorus
can elect the mix of securities to be issued (up to a maximum
of $189 million equity securities for UFB2). There are no CIP
warrants in relation to UFB2 and UFB2+ funding. The total
committed funding available for Chorus for the second phase is
expected to be $407 million. As at 30 June 2019, for UFB2 there
have been 36,000 premises and for UFB2+ there have been nil
premises, passed and tested by CIP (30 June 2018: UFB2 2,000;
UFB2+ nil).
The CIP equity and debt securities are recognised initially
at fair value plus any directly attributable transaction costs.
Subsequently, they are measured at amortised cost using the
effective interest method. The fair value is derived by discounting
the equity securities and debt securities per premises passed by
the effective rate based on market rates. The difference between
funding received and the fair value of the securities is recognised
as Crown funding. Over time, the CIP debt and equity securities
increase to face value and the Crown funding is released against
depreciation and reduces to nil.
CIP equity securities
CIP equity securities are a class of non-interest bearing security
that carry no right to vote at meetings of holders of Chorus
ordinary shares, but entitle the holder to a preferential right to
repayment on liquidation and additional rights that relate to
Chorus’ performance under its construction contract with CIP.
Dividends will become payable on a portion of the CIP equity
securities from 2025 (2030 for UFB2 and UFB2+) onwards,
with the portion of CIP equity securities that attract dividends
increasing over time.
CIP equity securities can be redeemed by Chorus at any time
by payment of the issue price or issue of new ordinary shares
(at a 5% discount to the 20-day volume weighted average price)
to the holder. In limited circumstances CIP equity securities
may be converted by the holder into voting preference or
ordinary shares.
The CIP equity securities are required to be disclosed as a liability
until the liability component of the compound instrument expires.
CIP debt securities
CIP debt securities are unsecured, non-interest bearing and
carry no voting rights at meetings of holders of Chorus ordinary
shares. Chorus is required to redeem the CIP debt securities
in tranches from 2025 (2030 for UFB2 and UFB2+) to 2036 by
repaying the face value to the holder.
The principal amount of CIP debt securities consists of a senior
portion and a subordinated portion. The senior portion ranks
equally with all other unsecured, unsubordinated creditors of
Chorus, and has the benefit of any negative pledge covenant
that may be contained in any of Chorus’ debt arrangements.
The subordinated portion ranks below all other Chorus
indebtedness but above ordinary shares of Chorus. The initial
value of the senior portion is the present value (using a discount
rate of 8.5%) of the sum repayable on the CIP debt securities,
and the initial subordinated portion will be the difference
between the issue price of the CIP debt security and the value
of the senior portion.
CIP warrants
Chorus issues CIP warrants to CIP for nil consideration along
with each tranche of CIP equity securities. Each CIP warrant
gives CIP the right, on a specified exercise date, to purchase at a
set strike price a Chorus share to be issued by Chorus. The strike
price for a CIP warrant is based on a total shareholder return of
16% per annum on Chorus shares over the period December
2011 to June 2036.
At 30 June 2019, Chorus had issued a total 12,544,286 warrants
which had a fair value and carrying value that approximated zero
(30 June 2018: 10,705,346 warrants issued). The number
of fibre connections made by 30 June 2020 impacts the number
of warrants that could be exercised. Because fibre connections
already exceed 20% before 30 June 2020, the number of
warrants that would be able to be exercised is 12,544,286
(30 June 2018: 10,705,346).
Annual Report 201949
Note 6 – CIP Securities (cont.)
At 30 June 2019, the component parts of debt and equity instruments including notional interest were:
20192018
CIP debt
securities
$M
CIP equity
securities
$M
Total CIP
securities
$M
CIP debt
securities
$M
CIP equity
securities
$M
Total CIP
securities
$M
Fair value on initial recognition
Balance at 1 July
132 91 223 10268170
Additional securities recognised at fair value 22 38 60 302353
Balance at 30 June 154 129 283 13291223
Accumulated notional interest
Balance at 1 July
26 24 50 181533
Notional interest 10 12 22 8917
Balance at 30 June 36 36 72 262450
Total CIP securities 190 165 355 158115273
The fair value of CIP debt securities at balance date was
$248 million (30 June 2018: $187 million) compared to a carrying
value of $190 million (30 June 2018: $158 million). The fair
value of CIP equity securities at balance date was $235 million
(30 June 2018: $145 million) compared to a carrying value of
$165 million (30 June 2018: $115 million). The fair value has
been calculated using discount rates from market rates at
balance date and using Level 2 of the fair value hierarchy as
described in note 20.
Key assumptions in calculations on initial recognition
On initial recognition, the discount rate between 4.64% to 8.49%
(30 June 2018: 5.16% to 9.84%) for the CIP equity securities and
3.42% to 6.16% (30 June 2018: 4.62% to 6.84%) for the CIP debt
securities used to discount the expected cash flows is based on
the NZ swap curve. The swap rates were adjusted for Chorus
specific credit spreads (based on market observed credit spreads
for debt issued with similar credit ratings and tenure). The
discount rate on the CIP equity securities is capped at Chorus’
estimated cost of (ordinary) equity.
Note 7 – Crown funding
Funding from the Crown is recognised at fair value where there is reasonable assurance that the funding is receivable and all
attached conditions will be complied with. Crown funding is then recognised in earnings as a reduction to depreciation expense
on a systematic basis over the useful life of the asset the funding was used to construct.
20192018
UFB
$M
RBI
$M
Other
$M
Total
$M
UFB
$M
RBI
$M
Other
$M
Total
$M
Fair value on initial recognition
Balance at 1 July
548 242 51 841 471 242 46 759
Additional funding recognised at
fair value
80 – 9 89 77 – 5 82
Balance at 30 June 628 242 60 930 548 242 51 841
Accumulated amortisation of funding
Balance at 1 July
(41) (30) (12) (83)(29)(22)(10)(61)
Amortisation (15) (8) (2) (25) (12) (8) (2) (22)
Balance at 30 June(56)(38)(14)(108) (41) (30) (12) (83)
Total Crown funding 572 204 46 822 507 212 39 758
Current 25 21
Non-current 797 737
Annual Report 201950
Note 7 – Crown funding (cont.)
Ultra-Fast Broadband (UFB)
Chorus receives funding from the Crown to finance construction
costs associated with the development of the UFB network.
During the period Chorus has recognised funding for 109,784
(UFB1 75,860; UFB2 33,924) premises where the premises were
passed and tested by CIP as at 30 June 2019 (30 June 2018:
114,077, UFB1 112,124; UFB2 1,953).
This brings the total number of premises passed and tested by
CIP at 30 June 2019 to approximately 797,000 (30 June 2018:
687,000). The total number of premises passed (including those
that have not been tested by CIP) was approximately 842,000
at 30 June 2019 (30 June 2018: 700,000).
Continued recognition of the full amount of the Crown funding
is contingent on certain material performance targets being met
by Chorus. The most significant of these material performance
targets relate to compliance with certain specifications under
user acceptance testing by CIP. Performance targets to date
have been met.
Note 8 – Segmental reporting
An operating segment is a component of an entity that engages
in business activities from which it may earn revenues and incur
expenses and for which operating results are regularly reviewed
by the entity’s chief operating decision maker and for which
discrete financial information is available.
Chorus’ Chief Executive Officer (CEO) has been identified
as the chief operating decision maker for the purpose of
segmental reporting.
Chorus has determined that it operates in one segment
providing nationwide fixed line communications infrastructure.
The determination is based on the reports reviewed by the
CEO in assessing performance, allocating resources and making
strategic decisions.
All of Chorus’ operations are provided in New Zealand, therefore
no geographic information is provided.
Three Chorus customers met the reporting threshold of 10 percent
of Chorus’ operating revenue in the year to 30 June 2019. The total
revenue for the year ended 30 June 2019 from these customers
was $433 million (30 June 2018: $489 million), $197 million
(30 June 2018: $203 million) and $109 million (30 June 2018:
$116 million).
Note 9 – Operating revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf
of third parties. Chorus recognises revenue when it transfers control of a product or service to a customer.
Chorus services provided to customersNature, performance obligation and timing of revenue
Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.
Chorus recognises revenue as it provides this service to its customers at a point in time.
Unbilled revenues from the billing cycle date to the end of each month are recognised as
revenue during the month the service is provided. Revenue is deferred in respect of the
portion of fixed monthly charges that have been billed in advance.
Value added network servicesProviding enhanced access to the Chorus fixed line network to enable internet access,
through backhaul and handover links services to connect across wider areas and to higher
quality levels. Recognition is same as described for fibre and copper connections above.
InfrastructureProviding physical storage and site-sharing rental services for co-location of third party or
shared assets. This is billed and recognised on a monthly basis.
Field servicesProviding services in the field to protect, strengthen, and increase the available network
– for example, installation services, wiring and consultation services. This is billed and
recognised as the service is provided. Revenue from installation of connections is
recognised upon completion of the connection.
Annual Report 201951
Note 9 – Operating revenue (cont.)
Revenue by service
2019
$M
2018
$M
Fibre broadband 294 198
Fibre premium 74 78
Copper based voice 106 133
Copper based broadband 344 421
Data services copper 18 27
Value added network services 30 33
Infrastructure 24 23
Field services products 74 70
Other 6 7
Total operating revenue 970 990
Note 10 – Operating expenses
2019
$M
2018
$M
Labour 74 73
Network maintenance 75 87
Other network costs 33 34
Information technology 50 54
Rent and rates 13 9
Property maintenance 17 15
Electricity 17 15
Provisioning 6 6
Insurance 3 3
Consultants 7 5
Regulatory levies 16 13
Other 23 23
Total operating expenses 334 337
Labour
Labour of $74 million (30 June 2018: $73 million) represents net
employee costs related to non-capital expenditure.
Pension contributions
Included in labour costs are payments to the New Zealand
Government Superannuation Fund of $350,000 (30 June 2018:
$360,000) and contributions to KiwiSaver of $3.1 million
(30 June 2018: $3.3 million). At 30 June 2019 there were 16
employees in New Zealand Government Superannuation Fund
(30 June 2018: 18 employees) and 840 employees in KiwiSaver
(30 June 2018: 877 employees). Chorus has no other obligations
to provide pension benefits in respect of employees.
Charitable and political donations
Other costs include charitable donations to the Consumer
Foundation of $21,000; and smaller contributions to several
other smaller charities of $20,000 (30 June 2018: Consumer
Foundation of $89,000). Chorus has not made any political
donations (30 June 2018: nil).
Annual Report 201952
Note 10 – Operating expenses (cont.)
Auditor remuneration
Included in other expenses are fees paid to auditors:
2019
$000's
2018
$000's
Audit and review of statutory financial statements 537 504
Regulatory audit and assurance work 268 308
Tax compliance services
1
50 40
Other assurance services
2
23 4
Other services
3
59 –
Total other services 400 352
Total fees paid to the auditor 937 856
1. Balance of GST review, tax treatment of interest rate swaps closed out and other sundry tax assistance.
2. Relates to attendance at the Annual Shareholders Meeting and assurance relating to EMTN refresh comfort letters (30 June 2018: Relates to
attendance at the Annual Shareholders Meeting).
3. Other services included preparation and presentation of hedge accounting training and assistance in documenting current state process
(30 June 2018: nil).
Note 11 – Trade and other receivables
Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).
They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.
2019
$M
2018
$M
Trade receivables 96 98
CIP receivable – 18
Other receivables 23 23
Prepayments 28 22
Trade and other receivables 147 161
Current 140 154
Non-current 7 7
Trade receivables are non-interest bearing and are generally on
terms of 20 working days or less.
Chorus maintains a provision for impairment losses when there
is objective evidence of its customers being unable to make
required payments and makes provision for doubtful debt
where debt is more than 60 days overdue. There have been no
significant individual impairment amounts recognised as an
expense. Trade receivables are net of allowances for disputed
balances with customers.
The ageing profile of trade receivables is as follows:
2019
$M
2018
$M
Not past due 84 92
Past due 1–30 days 12 5
Past due 31–60 days – 1
96 98
Chorus has a concentrated customer base consisting
predominantly of a small number of retail service providers.
The concentrated customer base heightens the risk that a dispute
with a customer, or a customer’s failure to pay for services, will
have a material adverse effect on the collectability of receivables.
Any disputes arising that may affect the relationship between
the parties will be raised by relationship managers and follow
a dispute resolution process. Chorus has $12 million of accounts
receivable that are past due but not impaired (30 June 2018:
$6 million). The carrying value of trade and other receivables
approximate the fair value. The maximum credit exposure is
limited to the carrying value of trade and other receivables.
Annual Report 201953
Note 12 – Trade and other payables
Trade and other payables are initially recognised at fair value less transaction costs (if any). They are subsequently measured at
amortised cost using the effective interest method. Trade and other payables are non-interest bearing and are normally settled within
30 day terms. The carrying value of trade and other payables approximate their fair values.
2019
$M
2018
$M
Trade payables 94 89
Accruals 187 198
Personnel accrual 20 20
Revenue billed in advance 59 63
Trade and other payables 360 370
Current 360 370
Non-current – –
Note 13 – Commitments
Network infrastructure project agreement
Chorus is committed to deploying infrastructure for premises
in the UFB candidate areas awarded to Chorus, to be built
according to annual build milestones and to be complete by
no later than December 2019 for UFB1 and December 2022
for UFB2 and UFB2+. In total it is expected that the communal
infrastructure will pass an estimated 1,053,600 premises. Chorus
has estimated that it will cost $2.3 to $2.4 billion to build the
communal UFB network by the end of 2022.
Capital expenditure
Refer to note 1 and note 2 for details of capital expenditure
commitments.
Lease commitments
Refer to note 5 for details of lease commitments.
Note 14 – Taxation
This note provides an analysis of the group’s income tax expense
and shows which amounts are recognised in the income
statement, other comprehensive income or directly in equity and
how tax expense is affected by non taxable items. Tax expense
for the current year comprises current and deferred tax. Tax
expense is recognised in the income statement, except to the
extent it relates to items recognised in other comprehensive
income or directly in equity. In these cases tax expense is
recognised in other comprehensive income or directly in equity.
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for taxation purposes.
The amount of the deferred tax is based on the expected manner
of realisation of the carrying amount of assets and liabilities, using
the tax rates enacted or substantially enacted at reporting year
end. A deferred tax asset is recognised only to the extent it is
probable it will be utilised.
The movement in the deferred tax assets and liabilities is
presented below. The deferred tax assets and liabilities are not
offset as Chorus is not a consolidated group for tax purposes.
Annual Report 201954
Note 14 – Taxation (cont.)
Current tax expense
2019
$M
2018
$M
Recognised in income statement
Net earnings before tax
78 122
Tax at 28% 22 35
Tax effect of adjustments
Other non-taxable items
3 2
Tax expense reported in income statement 25 37
Comprising:
Current tax expense
– Current year
4 11
– Adjustments in respect of prior periods 2 5
Deferred tax expense
– Current year
21 25
– Adjustments in respect of prior periods (2) (4)
25 37
Recognised in other comprehensive income
Movement in hedging related reserves
65 10
Tax at 28% (18) (3)
Tax expense reported in other comprehensive income 18 3
Comprising:
Deferred tax expense
18 3
18 3
As at 30 June 2018 $3 million current tax and $4 million deferred tax arising on the adoption of NZ IFRS 9 and NZ IFRS 15 was
recognised directly in opening equity.
Deferred tax asset
Fair value
portion of
derivatives
$M
Changes in fair
value of hedging
reserves
$M
Finance leases
$M
Total
$M
Balance at 1 July 2017 3 12 42 57
Recognised in the income statement (1) - 23 22
Recognised in other comprehensive income – 3 – 3
Balance at 30 June 2018 2 15 65 82
Recognised in the income statement (2) – 3 1
Recognised in other comprehensive income – 18 – 18
Balance at 30 June 2019 – 33 68 101
Deferred tax liability
EMTN
debt
securities
$M
Network, software,
customer retention
and other
intangible assets
$M
Other
$M
Total
$M
Balance at 1 July 2017 6 261 (4) 263
Recognised in the income statement (2) 40 5 43
Balance at 30 June 2018 4 301 1 306
Recognised in the income statement (2) 19 3 20
Balance at 30 June 2019 2 320 4 326
Imputation credits
The group has $103 million of imputation credits as at 30 June 2019 (30 June 2018: $137 million).
Annual Report 201955
Note 15 – Cash and call deposits
Cash and call deposits are held with bank and financial
institutions counterparties rated at a minimum of A+, based
on rating agency Standard & Poor’s ratings.
There are no cash or call deposit balances held that are not
available for use.
The carrying values of cash and call deposits approximate
their fair values. The maximum credit exposure is limited to
the carrying value of cash and call deposits.
Cash and call deposits denominated in foreign currencies
are retranslated into New Zealand dollars at the spot rate
of exchange at the reporting date. All differences arising on
settlement or translation of monetary items are taken to the
Income statement.
Cash flow
Cash flows from derivatives in cash flow and fair value hedge
relationships are recognised in the Statement of cash flows in
the same category as the hedged item.
For the purposes of the Statement of cash flows, cash is
considered to be cash on hand, in banks and cash equivalents,
including bank overdrafts and highly liquid investments that are
readily convertible to known amounts of cash which are subject
to an insignificant risk of changes in values.
Note 16 – Equity
Share capital
Movements in Chorus Limited’s issued ordinary shares were as follows:
2019
Number of shares
(millions)
2018
Number of shares
(millions)
Balance 1 July 429 411
Dividend reinvestment plan 10 12
Issue of new shares – 6
Balance at 30 June 439 429
Chorus Limited has 439,288,154 fully paid ordinary shares
(30 June 2018: 429,641,197 fully paid ordinary shares).
The issued shares have no par value. The holders of ordinary
shares are entitled to receive dividends as declared from time
to time, and are entitled to one vote per share at meetings of
Chorus Limited. Under Chorus Limited’s constitution, Crown
approval is required if a shareholder wishes to have a holding
of 10% or more of Chorus Limited’s ordinary shares, or if a
shareholder who is not a New Zealand national wishes to
have a holding of 49.9% or more of ordinary shares.
On 9 October 2018 and 16 April 2019 fully imputed dividends
of 13 cents per share and 9.5 cents per share respectively was
paid to shareholders. These two dividend payments totalled
$97 million (30 June 2018: 21.5 cents, $90 million).
Eligible shareholders (those resident in New Zealand or Australia)
can choose to have Chorus Limited reinvest all or part of their
dividends in additional Chorus Limited shares. For the year
ended 30 June 2019, 9,646,957 shares with a total value of
$48 million (30 June 2018: 12,333,060 shares, $47 million)
were issued in lieu of dividends. There was no underwriting
of the dividend reinvestment plan in the current year
(30 June 2018: the dividend reinvestment plan was
underwritten for the October 2017 issue, to the value of
$51 million for 13,692,543 new shares of which 6,306,472
new shares were issued for $23 million).
Chorus Limited issues securities to CIP based on the number
of premises passed. CIP securities are a class of security that
carry no right to vote at meetings of holders of Chorus Limited
ordinary shares but carry a preference on liquidation. Refer to
note 6 for additional information on CIP securities.
Should Chorus Limited return capital to shareholders, any
return of capital that arose on demerger is expected to be
taxable as Chorus Limited had zero available subscribed
capital on demerger.
Employee share plans
Employee equity building scheme
Chorus operates an employee equity building scheme to
provide employees the opportunity to become familiar with
the shareholder experience. Chorus and eligible employees
contribute together to purchase shares on market. The shares
are then held by the Trustee (Trustees Executors Limited) and
vest to participating employees after a three year period.
No new offer to employees was made in the year ended
30 June 2019 so there were nil shares purchased for the
employee share plan (30 June 2018: nil). At 30 June 2019 the
scheme holds 72,219 shares on behalf of 539 employees
(30 June 2018: 176,978 shares, 636 employees), as part of
existing plans.
Chorus intends to terminate the scheme in the year ended
30 June 2020.
Annual Report 201956
Note 16 – Equity (cont.)
Long-term performance share scheme
Chorus operates a long-term performance share scheme for
selected key management personnel.
In August 2016 Chorus issued a three year grant. The shares
have a vesting date of 22 September 2019 and an expiry date
of 22 September 2020. The grant has an absolute performance
hurdle (Chorus’ actual total shareholder return equalling or being
greater than 9.8% per annum compounding) ending on the
vesting date, with provision for monthly retesting in the following
twelve month period.
In August 2017 Chorus issued a three year grant. The shares
have a vesting date of 8 September 2020 and an expiry date
of 8 September 2021. The grant has an absolute performance
hurdle (Chorus’ actual total shareholder return equalling or being
greater than 10.6% per annum compounding) ending on the
vesting date, with provision for monthly retesting in the following
twelve month period.
In August 2018 Chorus issued a three year grant. The shares
have a vesting date of 27 August 2021 and an expiry date of
27 February 2022. The grant has an absolute performance hurdle
(Chorus’ actual total shareholder return equalling or being greater
than 10.4% per annum compounding) ending on the vesting
date, with provision for monthly retesting in the following six
month period.
The shares are held by a nominee (Chorus LTI Trustee Limited)
on behalf of the participants, until after the shares vest when the
nominee is directed to transfer or sell the shares. Or if the shares
do not vest they may be held or sold by the nominee. The shares
carry the same rights as all other shares.
Participants have been provided with interest-free limited
recourse loans to fund the 380,026 shares purchased under the
LTI scheme (30 June 2018: 481,907 shares).
The LTI scheme is an equity settled scheme and treated as an
option plan for accounting purposes. Each tranche of each grant
was valued separately. The absolute performance hurdle was
valued using the Black Scholes valuation model.
The combined option cost for the year ended 30 June 2019
of $334,000 has been recognised in the Income statement
(30 June 2018: $268,000).
Significant assumptions used in the valuation models are:
1) A volatility of the Chorus share price of 21%,
2) That dividends will be paid over the term of the scheme, and
3) An absolute TSR performance threshold percentage.
The Chorus Board have approved a different long-term
performance share scheme for key senior management from
1 July 2019, based on issuing share-rights instead of issuing
shares. The new scheme will be of similar value, and have similar
terms and conditions to the existing scheme. The existing grants
will continue until their vesting date.
Reserves
Refer note 19 for information on the cash flow hedge reserve
and cost of hedging reserve.
Note 17 – Earnings per share
The calculation of basic earnings per share at 30 June 2019 is
based on the net earnings for the year of $53 million (30 June
2018: $85 million), and a weighted average number of ordinary
shares outstanding during the period of 435 million
(30 June 2018: 422 million), calculated as follows:
20192018
Basic earnings per share
Net earnings attributable to ordinary shareholders ($ millions)
53 85
Denominator – weighted average number of ordinary shares (millions) 435 422
Basic earnings per share (dollars) 0.12 0.20
Diluted earnings per share
Net earnings attributable to ordinary shareholders ($ millions)
53 85
Weighted average number of ordinary shares (millions) 435 422
Ordinary shares required to settle CIP equity securities (millions) 88 94
Ordinary shares required to settle CIP warrants (millions) 13 11
Denominator – diluted weighted average number of shares (millions) 536 527
Diluted earnings per share (dollars) 0.10 0.16
The number of ordinary shares that would have been required
to settle all CIP equity securities and CIP warrants on issue at
30 June has been used for the purposes of the diluted earnings
per share calculation.
Net tangible assets per security
Net tangible assets per security as at 30 June 2019 was $1.64
(30 June 2018: $1.78).
Annual Report 201957
Note 18 – Related party transactions
Transactions with related parties
Certain Chorus Directors have relevant interests in a number
of companies that Chorus have transactions with in the normal
course of business. A number of Directors are also non-executive
Directors of other companies. Any transactions undertaken with
these entities are in the ordinary course of business. Chorus has
loans to employees and nominees receivable at 30 June 2019
of $1.5 million (30 June 2018: $1.6 million) as outlined in the
employee share plans section of note 16. All loans outstanding
are interest-free limited recourse loans.
Key management personnel compensation
2019
$000's
2018
$000's
Short term employee benefits 8,316 8,013
Termination benefits 302 1,539
Other long term benefits – 590
Share based payments 334 268
8,952 10,410
This table includes gross remuneration of $1.1 million (30 June 2018: $1.1 million) paid to Directors and $7.9 million (30 June 2018:
$9.3 million) paid to key management personnel for the year.
Refer to note 16 for details of long term incentives.
Note 19 – Derivative
Chorus uses derivative financial instruments to reduce its
exposure to fluctuations in foreign currency exchange rates,
interest rates and the spot price of electricity. The use of hedging
instruments is governed by the treasury policy approved by the
Board. Derivatives are initially recognised at fair value on the
date a derivative contract is entered into and are subsequently
remeasured to fair value with an adjustment made for credit risk
in accordance with NZ IFRS 9: Financial Instruments. The fair
values are estimated on the basis of the quoted market prices
for similar instruments in an active market or quoted prices for
identical or similar instruments in inactive markets. Where quoted
prices are not available, the fair value of financial instruments is
valued using models where all significant inputs are observable.
The method of recognising the resulting remeasurement
gain or loss depends on whether the derivative is designated
as a hedging instrument. If the derivative is not designated
as a hedging instrument, the remeasurement gain or loss is
recognised immediately in the Income statement.
Finance expense includes any unrealised ineffectiveness arising
from the Euro Medium Term Notes (EMTN) hedge relationship.
Following the close out of the cross currency interest rate swaps
and interest rate swaps relating to the GBP EMTN, the hedge
relationship was reset in December 2013 with a fair value of $49
million. The unamortised balance of this original fair value at
30 June 2019 is $2 million (30 June 2018: $8 million). As long
as the hedge remains effective, any future gains or losses will
be processed through the hedge reserve; however, the initial
fair value will flow to finance expense in the income statement
at some time over the life of the derivatives as ineffectiveness.
The remaining unamortised balance will be recognised in the
period to April 2020, when the GBP EMTN matures. For the year
ended 30 June 2019, a debit of $6 million ineffectiveness was
recognised within finance expense in the Income statement
(30 June 2018: $7 million).
In conjunction with the EUR EMTN 500 million issued in October
2016, Chorus entered into cross currency interest rate swaps to
hedge the foreign currency and foreign interest rate risks on the
EUR EMTN. These swaps have an aggregate principal of EUR 500
million on the receive leg and NZD 785 million on the pay leg.
Using the cross currency interest rate swap, Chorus will pay NZD
floating interest rates and receive EUR nominated fixed interest
with coupon payments matching the underlying notes. Chorus
designated the EMTN and cross currency interest rate swaps
into three part-hedging relationships; a fair value hedge of EUR
benchmark interest rates, a cash flow hedge of margin and a cash
flow hedge of the principal exchange. For the year ended 30
June 2019, there were no unrealised losses recognised in finance
expense (30 June 2018: $2 million credit). The cost of hedging
(the fair value of the change in currency basis spread) recognised
in the cost of hedging reserve, for the year ended 30 June 2019
was nil (30 June 2018: $3 million credit).
Chorus maintained one interest rate swap (IRS) which expired on
10 May 2019 that was not designated for accounting purposes
in a hedging relationship. The fair value re-measurement of
unrealised gains or losses on interest rate swaps that are not held
in a hedging relationship are recognised immediately in finance
expense in the Income statement. For the year ended 30 June
2019, $3 million credit was recognised in finance expense (30
June 2018: $3 million). As at 30 June 2019 Chorus does not hold
any IRS not in a designated hedging relationship.
Annual Report 201958
Note 19 – Derivative (cont.)
Chorus have entered into forward dated interest rate swaps
which are all held in effective hedging relationships and their
unrealised gains or losses are recognised in the cash flow hedge
reserve. Two forward dated interest rate swaps with a combined
face value of $500 million were restructured during the period
in conjunction with the resettable fixed rate bond issued on 6
December 2018, to hedge interest rate exposure from December
2023. This restructure incurred a one off cost during the period
of $2 million, recognised in finance expense.
As part of the restructure, the original hedge relationship was
discontinued. On termination of this hedge relationship, a net
present value of $14 million continued to be recognised in the
cash flow hedge reserve. This amount will remain in the cash
flow hedge reserve as the hedged item still exists and the amount
will be amortised over the original hedge period (2020-2026).
The unamortised balance at 30 June 2019 is $14 million.
Hedge accounting
Chorus designates certain derivatives as either:
• Fair value hedges (of the fair value of recognised assets or
liabilities or firm commitments); or
• Cash flow hedges (of highly probable forecast transactions).
At inception each hedge relationship is formalised in NZ IFRS 9
compliant hedge documentation.
Chorus has a 1:1 hedge ratio and sources of ineffectiveness are
driven by credit value adjustment of derivatives, except for the
GBP EMTN relationship as explained earlier.
Cash flow hedges
For cash flow hedges the effective part of the changes in
fair value of the hedging derivative are deferred in other
comprehensive income and are transferred to the Income
statement when the hedged item affects the Income statement.
Any gain or loss relating to the ineffective portion of the hedging
instrument in cash flow hedge relationships are recognised in
the Income statement.
Hedge accounting is discontinued when the hedge instrument
expires or is sold, terminated, exercised, or no longer qualifies for
hedge accounting.
Once hedging is discontinued, any cumulative gain or loss
previously recognised in Other comprehensive income is
recognised in the Income statement either:
• at the same time as the forecast transaction; or
• immediately if the transaction is no longer expected to occur.
Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion
of the cumulative net change in the fair value of cash flow
hedging instruments related to hedged transactions that
have not yet affected the Income statement.
For cash flow hedges, the effective portion of gains or losses
from remeasuring the fair value of the hedging instrument is
recognised in other comprehensive income and accumulated
in the cash flow hedge reserve.
Accumulated gains or losses are subsequently transferred
to the income statement when the hedged item affects the
income statement, or when the hedged item is a forecast
transaction that is no longer expected to occur. Alternatively,
when the hedged item results in a non-financial asset or liability,
the accumulated gains and losses are included in the initial
measurement of the cost of the asset or liability.
A reconciliation of movements in the cash flow hedge
reserve follows:
2019
$M
2018
$M
Balance at 1 July 27 23
Changes in cash flow hedges 63 4
Amortisation of de-designated cash flow hedges transferred to income statement 2 1
Tax expense (18) (1)
Closing balance at 30 June 74 27
Annual Report 201959
Fair value hedges
Under a fair value hedge, the hedged item is revalued at fair
value in respect of the hedged risk. This revaluation is recognised
in the income statement to offset the mark-to-market revaluation
of the hedging derivative.
Once hedging is discontinued, the fair value adjustment to the
carrying amount of the hedged item arising from the hedged
risk is amortised through the Income statement from that date
through to maturity of the hedged item. If the hedged item is
derecognised any corresponding fair value hedge adjustment is
immediately recognised in the Income statement.
To hedge the interest rate risk and foreign currency risk on the
EUR EMTN, Chorus uses cross currency interest rate swaps. For
hedge accounting purposes these swaps were aggregated and
designated as two cash flow hedges and a fair value hedge.
Chorus hedges a portion of the EUR EMTN for Euro fixed rate
interest to Euro floating rate interest via a fair value hedge. In
this case the change in the fair value of the hedged risk is also
attributed to the carrying value of the EMTN (refer to note 4).
Cost of hedging reserve
The cost of hedging reserve captures changes in the fair value
of the cost to convert foreign currency to NZD of Chorus’ cross
currency interest rate swaps on the EUR EMTN.
A reconciliation of movements in the cost of hedging
reserve follows:
2019
$M
2018
$M
Balance at 1 July 9 6
Change in currency basis spreads (when excluded from the designation) – 4
Tax expense – (1)
Closing balance at 30 June 9 9
Hedging instruments used (pre-tax):
30 June 2019
Life to date values Year to date values recognised during the year
Carrying amount
of the hedging
instrument
Hedge effectiveness
in reserves
Hedge
effectiveness
Hedge
ineffectiveness
Currency
Maturity
years
Average
rate
Nominal
amount
of the
hedging
instrument
$M
Assets
$M
Liabilities
$M
Change in
value used for
calculating
hedge
effectiveness
$M
Cost of
hedging
reserve
$M
Cash
flow
hedge
(OCI)
$M
Cash flow
hedge
reclassified
to the
Income
statement
$M
Fair value
hedge
(Income
statement
gain)
$M
Recognised
in the Income
statement loss
$M
Cash flow hedges
Cross currency
interest rate swaps
NZD:GBP1 Floating 677 – (179) (63) – 29 (16) – (6)
Interest rate swapsNZD14.89% 676 – (18) (18) – (15) – – –
Interest rate swaps
(including forward
dated)
NZD1-72.87% 750 – (42) (42) – (35) – – –
Restructured
interest rate swaps
(forward starting)
NZD94.41% 500 – (49) (33) – (33) – – –
Forward exchange
rate contracts
NZD:USD1-20.6933 32 1 – 1 – 1 3 – –
Forward exchange
rate contracts
NZD:SEK1-25.8879 51 – – – – – – – –
Electricity futuresNZD1-2NA NA 2 – 2 – 2 – – –
Fair value and cash flow hedges
Cross currency
interest rate swaps
NZD:EUR4 Floating 785 56 – 67 (12) 16 (17) (24) –
Total hedged derivatives 3,471 59 (288) (86) (12) (35) (30) (24) (6)
Current – 3 (197) – –
Non-current – 56 (91) – –
Annual Report 201960
Note 19 – Derivative financial instruments (cont.)
Hedging instruments used (pre-tax):
30 June 2018
Life to date values Year to date values recognised during the year
Carrying amount
of the hedging
instrument
Hedge effectiveness
in reserves
Hedge
effectiveness
Hedge
ineffectiveness
Currency
Maturity
years
Average
rate
Nominal
amount
of the
hedging
instrument
$M
Assets
$M
Liabilities
$M
Change in
value used for
calculating
hedge
effectiveness
$M
Cost of
hedging
reserve
$M
Cash
flow
hedge
(OCI)
$M
Cash flow
hedge
reclassified
to the
Income
statement
$M
Fair value
hedge
(Income
statement
gain)
$M
Recognised
in the Income
statement loss
$M
Cash flow hedges
Cross currency
interest rate swaps
NZD:GBP2 Floating677 2 (150)(34) – (38)46 – (7)
Interest rate swapsNZD24.89%676 – (33)(33) – (11) – – –
Interest rate swaps
(including forward
starting)
NZD1–83.25%1,150 – (18)(18) – (18) – – –
Forward exchange
rate contracts
NZD:USD1–20.7189 54 – – – – – – – –
Forward exchange
rate contracts
NZD:SEK1–25.8288 87 5 – 5 – 5 2 – –
Fair value and cash flow hedges
Cross currency
interest rate swaps
NZD:EUR5 Floating 785 70 (25)60 (12)(85)84 (5)2
Total hedged derivatives3,429 77 (226)(20)(12)(111)132 (5)(5)
Unhedged derivatives
Interest rate swap
NZD13.68%250 – (3) – – – – – –
Total derivatives3,679 77 (229)(20)(12)(111)132 (5)(5)
Current – 3 19 – –
Non-current – 74 210 – –
All hedging instruments can be found in the derivative finance
assets and liabilities, in the Statement of financial position. Items
taken to the Income statement have been recognised in finance
expenses (refer note 4).
Credit risk associated with derivative financial instruments
is managed by ensuring that transactions are executed
with counterparties with high quality credit ratings along
with credit exposure limits for different credit classes. The
counterparty credit risk is monitored and reviewed by the
Board on a regular basis.
Note 20 – Financial Risk Management
Chorus’ financial instruments consist of cash, short-term
deposits, trade and other receivables (excluding prepayments),
investments and advances, trade payables and certain other
payables, syndicated bank facilities, EMTN, fixed rate NZD bonds,
derivative financial instruments and CIP securities. Financial
risk management for currency and interest rate risk is carried
out by the treasury function under policies approved by the
Board. Chorus’ risk management policy approved by the Board,
provides the basis for overall financial risk management.
Chorus does not hold or issue derivative financial instruments
for trading purposes. All contracts have been entered into with
major creditworthy financial institutions. The risk associated with
these transactions is the cost of replacing these agreements at
the current market rates in the event of default by a counterparty.
Currency risk
Chorus’ exposure to foreign currency fluctuations predominantly
arise from the foreign currency debt and future commitment
to purchase foreign currency denominated assets. The primary
objective in managing foreign currency risk is to protect against
the risk that Chorus assets, liabilities and financial performance
will fluctuate due to changes in foreign currency exchange
rates. Chorus enters into foreign exchange contracts and cross
currency interest rate swaps to manage the foreign exchange
exposure.
Annual Report 201961
Note 20 – Financial Risk Management (cont.)
Chorus has issued GBP 260 million and EUR 500 million foreign
currency debt in the form of EMTN. For the GBP EMTN Chorus
has in place cross currency interest rate swaps under which
Chorus receives GBP 260 million principal and GBP fixed coupon
payments for $677 million principal and floating NZD interest
payments. For the EUR EMTN Chorus has in place cross currency
interest rate swaps under which Chorus receives EUR 500 million
principal and EUR fixed coupon payments for $785 million
principal and floating NZD interest payments. The exchange gain
or loss resulting from the translation of EMTN denominated in
foreign currency to NZD is recognised in the Income statement.
The movement is offset by the translation of the principal value
of the related cross currency interest rate swap.
As at 30 June 2019, Chorus did not have any significant
unhedged exposure to currency risk (30 June 2018: no
significant unhedged exposure to currency risk). A 10% increase
or decrease in the exchange rate, with all other variables held
constant, has minimal impact on profit and equity reserves
of Chorus.
Electricity price risk
In the normal course of business, Chorus is exposed to
a variety of financial risks which include the volatility in electricity
prices. Chorus has entered into electricity swap contracts to
reduce the exposure to electricity spot price movements.
Chorus has designated the electricity contracts as cash flow
hedge relationships.
A 10% increase or decrease in the spot price of electricity,
with all other variables held constant, has minimal impact
on profit and equity reserves of Chorus.
Interest rate risk
Chorus has interest rate risk arising from the cross currency
interest rate swap converting the foreign debt into a floating rate
NZD obligation. Where appropriate, Chorus aims to reduce the
uncertainty of changes in interest rates by entering into interest
rate swaps to fix the effective interest rate to minimise the cost
of net debt and manage the impact of interest rate volatility on
earnings. The interest rate risk on the entire GBP cross currency
interest rate swaps and a portion of the EUR cross currency
interest rate swaps have been hedged using interest rate swaps.
Interest rate repricing analysis
30 June 2019
Within
1 year
$M
1–2 years
$M
2–3 years
$M
3–4 years
$M
4–5 years
$M
Greater than
5 years
$M
Total
$M
Floating rate
Cash and deposits 273 – – – – – 273
Debt – – – – 335 – 335
Fixed rate
Debt (after hedging) 877 400 – – 250 500 2,027
CIP securities – - – – – 355 355
Leases (net settled) (5) (1) 2 2 2 165 165
1,145 399 2 2 587 1,020 3,155
30 June 2018
Floating rate
Cash and deposits
50 – – – – – 50
Debt – – – – – 535 535
Fixed rate
Debt (after hedging)
250 677 400 – – – 1,327
CIP securities – – – – – 273 273
Leases (net settled) (5) (5) (1) 2 2 170 163
295 672 399 2 2 978 2,348
Annual Report 201962
Sensitivity analysis
A change of 100 basis points in interest rates with all other variables held constant, would increase or decrease equity (after hedging)
and earnings after tax by the amounts shown below:
2019
$M
Profit/(loss)
2019
$M
Equity (increase)
/decrease
2018
$M
Profit/(loss)
2018
$M
Equity (increase)
/decrease
100 basis point increase 1 (12) 3 (50)
100 basis point decrease (1) 14 (3) 45
Credit risk
In the normal course of business, we incur counterparty credit
risk from financial instruments, including cash, trade and other
receivables, finance lease receivables and derivative financial
instruments.
Chorus has certain derivative transactions that are subject
to bilateral credit support agreements that require us or the
counterparty to post collateral to support the value of certain
derivatives. As at 30 June 2019 no collateral was posted.
The maximum exposure to credit risk at the reporting date was
as follows:
Notes
2019
$M
2018
$M
Cash and call deposits15 273 50
Trade and other receivables11 119 139
Derivative financial instruments19 59 77
Lease receivable5 6 5
Maximum exposure to credit risk 457 271
Refer to individual notes for additional information on credit risk.
Chorus enters into derivative transactions under the International
Swaps and Derivatives Association (ISDA) master agreements.
The ISDA agreements do not meet the criteria for offsetting
in the Statement of financial position. This is because Chorus
does not currently have any legally enforceable right to offset
recognised amounts.
Under the ISDA agreements the right to offset is enforceable
only on the occurrence of future events such as a default on the
bank loans or other credit events. The potential net impact of
this offsetting is shown below. Chorus does not hold and is not
required to post collateral against its derivative positions.
Net derivatives after applying rights of offset under
ISDA agreements:
2019
$M
2018
$M
Derivative assets 59 77
Derivative liabilities (288) (229)
Net amount (229) (152)
Note 20 – Financial risk management (cont.)
Annual Report 201963
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty raising liquid funds to meet commitments as they fall due or foregoing
investment opportunities, resulting in defaults or excessive debt costs. Prudent liquidity risk management implies maintaining
sufficient cash and the ability to meet its financial obligations. Chorus’ exposure to liquidity risk based on contractual cash flows
relating to financial liabilities is summarised below:
30 June 2019
Carrying
amount
$M
Contractual
cashflow
$M
Within
1 year
$M
1–2 Years
$M
2–3 Years
$M
3–4 Years
$M
4–5 Years
$M
5+ Years
$M
Non derivative financial liabilities
Trade and other payables
360 360 360 – – – – –
Leases (net settled) 254 442 9 14 17 16 16 370
Debt 2,232 2,578 575 451 35 35 881 601
CIP securities 355 426 – – – – – 426
Derivative financial liabilities
Interest rate swaps
109 127 22 8 8 8 13 68
Cross currency interest rate swaps:
Inflows
– (1,401) (522) (10) (10) (10) (849) –
Outflows 123 1,612 722 32 32 32 794 –
Electricity contracts 2 (2) (2)
Forward exchange contracts:
Inflows
1 (59) (59) – – – – –
Outflows – 58 58 – – – – –
30 June 2018
Carrying
amount
$M
Contractual
cashflow
$M
Within
1 year
$M
1–2 Years
$M
2–3 Years
$M
3–4 Years
$M
4–5 Years
$M
5+ Years
$M
Non derivative financial liabilities
Trade and other payables
370 370 370 – – – – –
Leases (net settled) 243 451 9 9 13 16 16 388
Debt 1,807 1,973 66 573 431 12 12 879
CIP securities 273 383 – – – – – 383
Derivative financial liabilities
Interest rate swaps
54 55 23 19 13 – – –
Cross currency interest rate swaps:
Inflows
– (1,498) (44) (551) (10) (10) (10) (873)
Outflows 101 1,575 67 520 38 38 38 874
Electricity contracts – 1 1 – – – – –
Forward exchange contracts:
Inflows
– (89) (68) (21) – – – –
Outflows4 92 70 22 – – – –
The gross (inflows)/outflows of derivative financial liabilities
disclosed in the table represent the contractual undiscounted
cash flows relating to derivative financial liabilities held for risk
management purposes and which are usually not closed out
prior to contractual maturity. The disclosure shows net cash
flow amounts for derivatives that are net cash settled and gross
cash inflow and outflow amounts for derivatives that have
simultaneous gross cash settlement (for example, forward
exchange contracts).
Chorus manages liquidity risk by ensuring sufficient access
to committed facilities, continuous cash flow monitoring and
maintaining prudent levels of short term debt maturities.
At balance date, Chorus had available $550 million under the
syndicated bank facilities (30 June 2018: $290 million).
Capital risk management
Chorus manages its capital considering shareholders’ interests,
the value of our assets and credit ratings. The capital Chorus
manages consists of cash and debt balances.
The Chorus Board’s broader capital management objectives
include maintaining an investment grade credit rating with
headroom. In the longer term, the Board continues to consider
a ‘BBB’ rating appropriate for a business like Chorus.
Note 20 – Financial risk management (cont.)
Annual Report 201964
Hedge accounting
Chorus designates and documents the relationship between
hedging instruments and hedged items, as well as the risk
management objective and strategy for undertaking various
hedge transactions. At hedge inception (and on an ongoing
basis), hedges are assessed to establish if they are effective in
offsetting changes in fair values or cash flows of hedged items.
Hedge accounting is discontinued if:
(a) the hedging instrument expires or is sold, terminated,
or exercised;
(b) the hedge no longer meets the criteria for hedge accounting;
or
(c) the hedge designation is revoked.
Hedges are classified into two primary types: cash flow hedges
and fair value hedges. Refer to note 19 for additional information
on cash flow and fair value hedge reserves.
Fair value
Financial instruments are either carried at amortised cost,
less any provision for impairment losses, or fair value. The only
significant variances between instruments held at amortised
cost and their fair value relates to the EMTN.
For those instruments, recognised at fair value in the statement
of financial position, fair values are determined as follows:
Level 1: Quoted market prices – financial instruments with
quoted prices for identical instruments in active markets.
Level 2: Valuation techniques using observable inputs –
financial instruments with quoted prices for similar
instruments in active markets or quoted prices for
identical or similar instruments in inactive markets.
Where quoted prices are not available, the fair value
of financial instruments is valued using models where
all significant inputs are observable.
Level 3: Valuation techniques with significant non-observable
inputs – financial instruments valued using models
where one or more significant inputs are not observable.
The relevant financial assets and financial liabilities and their
respective fair values are outlined in note 19 and are all Level 2
(30 June 2018: Level 2).
Cross currency interest rate swaps, interest rate swaps
and forward-dated interest rate swaps
Fair value is estimated by using a valuation model involving
discounted future cash flows of the derivative using the
applicable forward price curve (for the relevant interest rate
and foreign exchange rate) and discount rate.
Electricity swaps
Fair value is estimated on the ASX forward price curve that
relates to the derivative.
Note 20 – Financial risk management (cont.)
Annual Report 201965
Note 21 – Contingent liabilities
Chorus has an outstanding legal dispute with Creative
Development Solutions (CDS). CDS has lodged a claim against
Chorus in the High Court claiming breach of a non disclosure
agreement and several other causes of action. Chorus denies it
has any liability to CDS and a trial commences on 2 September
2019 to determine this. It is too uncertain to reasonably estimate
any potential exposure Chorus has should it be found liable or
any estimate on reimbursement possible, as this is dependent on
several variable outcomes as indicated by legal experts.
There are no other contingent liabilities at 30 June 2019.
Note 22 – Post balance date events
Dividends
On 26 August 2019 Chorus declared a dividend in respect of
year ended 30 June 2019. The total amount of the dividend
is $59 million, which represents a fully imputed dividend of
13.5 cents per ordinary share.
CIP securities and Crown funding
Two call notices were issued since 30 June 2019 to CIP in
respect to 8,462 premises (UFB1) and 11,994 premises (UFB2)
with a total aggregate issue price of $30 million. These premises
were not passed and tested by 30 June 2019 so are not accrued
for in these financial statements.
Annual Report 201966
Annual Report 201967
Governance
and disclosures
68 Our Board
70 Corporate governance framework
77 Managing risk
79 Acting ethically
81 Diversity and inclusion
85 Remuneration and performance
91 Disclosures
99 Glossary
Annual Report 201968
Our Board
Patrick Strange
BE (Hons), PhD
Chair
Director since 6 April 2015
Independent
Patrick has spent 30 years
working as a senior executive
and director in both private
and listed companies,
including more than six
years as Chief Executive
of Transpower where he
oversaw Transpower’s
$3.8 billion of essential
investment in the National
Grid. Patrick is currently
chair of Auckland
International Airport,
a director of Mercury NZ,
and on the Board of
Essential Energy Australia.
Patrick is chair of our
Nominations and Corporate
Governance Committee.
Jon Hartley
BA Econ Accounting
(Hons), Fellow ICA
(England & Wales),
Associate ICA (Australia),
Fellow AICD
Deputy Chair
Director since
1 December 2011
Independent
Jon is a chartered
accountant and fellow
of the Australian Institute
of Company Directors.
He has held senior roles
across a diverse range of
commercial and not for
profit organisations in several
countries, including as chair
of SkyCity, deputy chair of
ASB Bank and Sovereign
Assurance Company,
director of Mighty River
Power, a trustee of World
Vision New Zealand, CEO
of Brierley New Zealand
and Solid Energy, and CFO
of Lend Lease in Australia.
Jon is currently chair of
Timberlands, VisionFund
International and the
Wellington City Mission.
Jon is on our Audit and Risk
Management Committee
and our Nominations and
Corporate Governance
Committee.
Mark Cross
BBS (Accounting &
Finance), CA
Director since
1 November 2016
Independent
Mark has extensive corporate
finance experience, both
as a professional director
and consultant, and during
his earlier investment
banking career.
Mark has held senior
positions with Deutsche Bank
in London and Australia,
and prior to that at Lloyds
Corporate Finance/Southpac
Corporation in Australia and
New Zealand.
Mark is currently chair of
Milford Asset Management,
MFL Mutual Fund and
Superannuation Investments,
and a director of Z Energy.
He is also a former director
of Genesis Energy and
Argosy Property.
Mark is a member of
Chartered Accountants
Australia and New Zealand
and a chartered member
of the Institute of Directors.
Mark is on our Audit and Risk
Management Committee.
Prue Flacks
LLB, LLM
Director since
1 December 2011
Independent
Prue is a professional director
with experience across a
range of industries.
Prue was formerly a
commercial lawyer and a
partner in the national law
firm Russell McVeagh for
20 years. Her expertise
included corporate and
regulatory matters, corporate
finance, capital markets
and business restructuring.
Prue is currently a director
of Bank of New Zealand
and Mercury NZ, and chair
of Queenstown Airport
Corporation. She is a
chartered member of the
Institute of Directors.
Prue is chair of our People,
Performance and Culture
Committee and on our
Nominations and Corporate
Governance Committee.
Annual Report 201969
Our Board and management are committed to
ensuring our people act ethically, with integrity
and in accordance with our policies and values.
Murray Jordan
MProp
Director since
1 September 2015
Independent
Murray has extensive
experience in the
management of highly
customer focused
organisations and in
navigating extremely
complex environments,
including as managing
director of Foodstuffs North
Island, one of New Zealand's
largest companies.
Murray has also previously
held various general manager
positions at Foodstuffs and
management roles in the
property investment and
development sectors. He is a
director of Metcash Limited,
an ASX listed company,
SkyCity and Stevenson
Group, and a Board trustee of
Starship Foundation.
Murray is on our People,
Performance and Culture
Committee.
Jack Matthews
BA Philosophy, College
of William and Mary
Director since 1 July 2017
Independent
Jack is an experienced
director who has held a
number of senior leadership
positions within the media,
telecommunications and
technology industries in
Australia and New Zealand.
Jack has extensive
telecommunications
industry experience having
been CEO of TelstraSaturn
during the period they
deployed their HFC network
in New Zealand, as well as
a former director of Crown
Fibre Holdings, the Crown
agency overseeing the
rollout of New Zealand’s
fibre infrastructure network.
Formerly, Jack was CEO
of Fairfax Media’s Metro
Division, CEO of Fairfax
Digital and Chief Operating
Officer of Jupiter TV (Japan).
Jack is currently the chair
of MediaWorks, a director
of Plexure Group, and a
former director of The
Network for Learning, APN
Outdoor Group and Trilogy
International.
Jack is on our People,
Performance and Culture
Committee.
Kate McKenzie
BA, LLB
Managing Director
since 20 February 2017
Non-independent
Kate is currently CEO
of Chorus and has an
extensive communications
infrastructure background
including many years with
Telstra in Australia where she
was Chief Operations Officer
for three years, responsible
for Telstra’s field services,
IT and network architecture
and operations. Prior to
that, Kate held other senior
positions at Telstra including
Group Managing Director,
Innovation, Products and
Marketing, Group Managing
Director, Wholesale, and
Group Managing Director,
Regulatory, Public Policy and
Communications.
Prior to joining Telstra,
Kate was a CEO in the
NSW Government of the
Departments of Commerce,
Industrial Relations and the
Workcover Authority.
Kate is currently on the Board
of Allianz, having previously
been on the Boards of Foxtel,
Sydney Water, Reach, CSL
and Workcover. She is also a
member of Chief Executive
Women and has had a long
history of involvement in
promoting the interests of
indigenous communities.
Anne Urlwin
BCom, FCA, CFInstD,
MAICD, FNZIM, ACIS
Director since
1 December 2011
Independent
Anne has extensive
directorship experience
across many sectors,
including energy, health,
construction, regulatory
services, internet
infrastructure, research,
banking, forestry and
the primary sector, as
well as education, sports
administration and the arts.
Anne is a director of Tilt
Renewables, City Rail
Link, Southern Response
Earthquake Services, Steel
& Tube Holdings, OnePath
Life (NZ), and Summerset
Group Holdings. Anne is also
independent chair of the
Ngāi Tahu Te Rūnanga Audit
and Risk Committee, the
former chair of commercial
construction group
Naylor Love Enterprises,
Lakes Environmental, the
New Zealand Blood Service,
internet domain name
registry operator NZRS and a
former director of Meridian
Energy.
Anne is chair of our Audit
and Risk Management
Committee.
Annual Report 201970
As a New Zealand company listed on the NZX our corporate
governance policies and practices meet or exceed the
standards of that market. We have adopted and fully
followed the recommendations set out in the NZX Corporate
Governance Code.
Although we have an ASX “foreign exempt” listing status
1
we
also continue to take the ASX Corporate Governance Code
into account in our governance practices and policies.
Our Board regularly reviews and assesses our governance
policies, processes and practices to identify opportunities
for enhancement.
Our corporate governance practices are outlined on the
following pages and in our Corporate Governance Statement
available at www.chorus.co.nz/governance.
Key corporate governance documents are also available
at www.chorus.co.nz/governance.
Our Board’s role
Our Board is appointed by shareholders and has overall
responsibility for strategy, culture, health and safety,
governance and performance.
1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX listing
rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.
Board membership
Our Board’s skills, experience and composition support
effective governance and decision making, positioning it
to add value.
Supported by the Nominations and Corporate Governance
Committee (NCGC) our Board regularly assesses its
composition utilising a skills matrix and annual evaluation
processes. Training is provided or recruitment undertaken
if new or additional skills or experience is required. This
ensures diversity of thought, skills and expertise and that
our Board remains aligned with our strategic direction.
As at 30 June 2019 we had eight directors (seven
independent directors and the managing director).
Directors are not appointed for specified terms. However,
the NZX listing rules require directors to retire at least once
every three years.
We recognise that women and ethnic minorities are
still under-represented in the leadership of New Zealand
businesses and our Board remains actively conscious of
this in its succession planning. More information on our
approach to diversity is set out later in this report.
Corporate governance
framework
Annual Report 201971
Summary
1
of our Board’s roles and responsibilities:
Culture• Leading culture “from the top” so our culture is consistent with our values
Strategy &
performance
• Engaging in ongoing strategy development
• Overseeing capital allocation
• Approving, and reviewing performance against, our strategy and business plans (including capital
expenditure and operating budgets)
Financial oversight &
reporting
• Overseeing our accounting and reporting systems and, where appropriate, approving our financial and
other reporting
• Overseeing and monitoring the performance of internal and external auditors
• Overseeing our control and accountability systems
• Overseeing long term capital management (balance sheet and dividends)
• Setting, monitoring and reviewing our internal audit plan
Risk management• Adopting and reviewing Chorus’ risk management framework, including setting the risk appetite
• Regularly reviewing principal risk reporting
Health & safety• Setting the strategy, culture and expectations in relation to health and safety
Board composition &
performance
• Reviewing and evaluating Board, Board committee and individual director performance
• Appointing members to Board committees
Governance• Overseeing corporate governance, including reviewing key governance documents
• Carrying out the functions specifically reserved to our Board and its committees under Board approved
policies and committee charters
• Monitoring compliance with our continuous disclosure obligations
People• Reviewing and approving remuneration and people strategies, structures and policies
• Appointing and removing our CEO, CFO and General Counsel & Company Secretary
• Assessing the measurable objectives set for, and progress towards achieving, our diversity and
inclusiveness goals
Significant transactions
• Approving major capital expenditure and business activities outside the limits delegated to management
1 Summary primarily drawn from our Charter but also from other supporting governance documents.
Annual Report 201972
Mark Cross is retiring by rotation and standing
for re-election at our 2019 ASM.
Our Board has determined that collectively its
directors have a broad range of managerial, financial,
accounting and industry skills and experience in
the key areas set out on the following page.
As the Chorus business evolves, so too does the Board.
Chorus’ beginnings were focused on infrastructure build
and project management. With the success of the build,
we are increasingly focused on connecting customers
and their experience as well as future connectivity and
innovation opportunities. The Board considers it is
important to balance both specialist expertise and the
ongoing need for strong general commercial expertise.
The following table reflects the strengths of the current
Board based on a mix of key skills and experiences as are
currently relevant for Chorus.
Figure 11:Figure 12:
Director tenureBoard gender diversity
0–3 years
3–6 years
6+ years
Female
Male
25%
38%
37%
DirectorAppointedLast elected at ASM
Prue Flacks20112017
Jon Hartley20112017
Anne Urlwin20112018
Murray Jordan20152018
Patrick Strange20152018
Mark Cross20162016
Jack Matthews20172017
Kate McKenzie20172017
62%
38%
Annual Report 201973
Skill/experienceDescriptionCombined Board
Capital markets
and investment
Experience in, and understanding of, capital markets, market regulation,
capital investment and the investor experience
Communications
connectivity and
technology
Understanding, expertise and/or experience in communications connectivity,
adopting new technologies, leveraging and implementing technologies
Governance –
financial, audit,
legal, listed company
Experience with, and a commitment to, high corporate governance standards
including in listed companies
Understanding financial business drivers, and/or experience implementing or
overseeing financial accounting, external reporting and internal financial controls
Physical infrastructure
and operations
including contracting,
safety and risk
Experience in leading, and/or understanding of, physical infrastructure
operations, including contracting
Commitment and experience in management of workplace safety
Experience anticipating and identifying key risks and monitoring the effectiveness
of risk management frameworks and controls
Governance –
executive experience
in large businesses
Executive experience in leading large businesses, developing and implementing
strategy and strategic objectives, assessing business plans and driving execution
Infrastructure
regulation
Understanding the current and developing regulatory environment, complexities
and actual and potential impacts
Expertise identifying and managing legal, regulatory, public policy and corporate
affairs issues
Customer
experience
Experience in customer-led transformation, customer focus and/or customer
centric organisations
Moderate experienceSome experienceSubstantial experience
Annual Report 201974
Appointment
Our Board may appoint additional directors to our Board or to
fill a casual vacancy.
The independence, qualifications, skills and experience
needed for the future and those of existing Board members are
reviewed before appointing new directors. External advisors are
also engaged to identify potential candidates.
To be eligible for selection, candidates must demonstrate
appropriate qualities and satisfy our Board they will commit the
time needed to be fully effective in their role.
Appropriate checks are undertaken before a candidate is
appointed or recommended for election as a director, including
as to the person’s character, experience, education, criminal
record and bankruptcy history.
Shareholders may also nominate candidates for appointment to
our Board. In addition, under the agreements entered into with
CIP relating to our UFB programme, CIP is entitled to nominate
one person as an independent director (they have never used
this right). Should this occur, our Board must consider this
nomination in good faith, but the appointment (and removal) of
any such person as a director is to be made by shareholders in
the same way as other directors.
We have written agreements with each non-executive
director setting out the terms of their appointment, including
obligations and responsibilities, compliance with our policies
(including code of ethics and securities trading) and ongoing
professional development.
Director induction and professional development
Our director induction programme ensures new directors are
appropriately introduced to management and our business,
acquaints directors with relevant industry knowledge and
familiarises them with key governance documents and
stakeholder relationships.
Our directors are expected to continue ongoing professional
development to ensure they maintain appropriate expertise
to effectively perform their duties.
We hold dedicated Board education sessions covering a
range of topical matters, both technical and cultural.
Visits to our operations, briefings from key management,
industry experts and key advisers, together with educational
and stakeholder visits, are also arranged for our Board.
Review and evaluation of Board performance
Our Board uses internally and externally facilitated
performance and evaluation processes overseen by our
NCGC. As part of this process our chair meets with directors
individually to discuss performance.
Our Board also formally engages in annual:
• Reviews of our Board chair and deputy chair, and chairs
of our standing Board committees;
• Confirmations of our Board chair and deputy chair, and
chairs of our standing Board committees; and
• Performance discussions of individual directors standing
for re-election.
In addition to Board performance reviews, our Board
takes a forward focused approach to future Board capability,
composition and the potential contribution of each
existing director.
An external review of Board, individual director, and
standing Board committee performance commenced in
the reporting period.
Independent advice
A director may, with our chair’s prior approval, obtain
independent professional advice (including legal advice)
and request the attendance of advisers at Board and Board
committee meetings.
Independence
All our directors are independent directors except for Kate
McKenzie, our CEO and managing director.
For a director to be considered independent our Board must
affirmatively determine he or she does not have a disqualifying
relationship as set out in our Board charter. These disqualifying
relationships reflect those set out in the NZX listing rules and
NZX and ASX corporate governance codes.
Our Board has not set financial materiality thresholds for
determining independence but considers materiality in the
context of each relationship and from the perspective of the
parties to that relationship.
Delegation of authority
Our Board has overall responsibility for strategy, culture,
health and safety, governance and performance.
Implementation of our Board approved strategy, business
plan and governance frameworks, and responsibility for
developing our culture and health and safety practices, is
delegated by the Board to management through the CEO.
As such our CEO (with the support of her executive team) is
responsible for Chorus’ day-to-day management, operations
and leadership, reporting to the Board on key performance,
management and operational matters.
Our CEO sub-delegates authority to her executive team and
they sub-delegate their authority to other Chorus employees
within specified financial and non-financial limits.
Formal policies and procedures govern the parameters and
operation of these delegations.
Annual Report 201975
Three standing Board committees also assist our Board in
carrying out its responsibilities. Some Board responsibilities,
powers and authorities are delegated to those committees.
Other committees may be established and specific
responsibilities, powers and authorities delegated to those
committees and/or to particular directors.
Board committees
Board committees assist our Board by focusing on specific
responsibilities in greater detail than is possible for the
Board as a whole. Each standing Board committee has a
Board approved charter and chair. Committee members are
appointed by our Board.
Audit and Risk Management Committee (ARMC)
RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and financial
reporting
MembersAnne Urlwin (chair), Jon Hartley, Mark Cross
IndependenceAll committee members are independent directors
Responsibilities• Overseeing the quality and integrity of external financial reporting, financial management and internal controls
• Regularly reviewing principal risk reporting
• Recommending to our Board the appointment, and if necessary removal, of the external auditor
• Assessing the adequacy of the external audit and independence of the external auditor
• Reviewing and monitoring the internal audit plan and reporting
• Overseeing the independence and objectivity of the internal audit function
• Reviewing compliance with applicable laws, regulations and standards
People Performance and Culture Committee (PPCC)
RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies
MembersPrue Flacks (chair), Murray Jordan, Jack Matthews
IndependenceAll committee members are independent directors
Responsibilities• Reviewing people and remuneration strategies, structures and policies
• Approving annual remuneration increase guides and budgets
• Reviewing candidates for, and the performance and remuneration of, our CEO
• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except
our CFO and General Counsel & Company Secretary whose appointment is approved by our Board)
• Reviewing our CEO’s performance evaluation of her executive direct reports
• Developing and annually reviewing and assessing diversity and its reporting
• Overseeing recruitment, retention and termination policies and procedures for senior management
• Making recommendations (including proposing amendments) to our Board with respect to senior executive
(including CEO) incentive remuneration plans
• Annually reviewing non-executive director remuneration
Our
Shareholders
Chorus
Limited Board
CEO
Executive
Team
Our
People
Audit and Risk
Management Committee
People, Performance and
Compensation Committee
Nominations and Corporate
Governance Committee
Annual Report 201976
Nominations and Corporate Governance Committee (NCGC)
RoleOur NCGC assists our Board in overseeing and promoting continuous improvement of corporate governance
at Chorus
MembersPatrick Strange (chair), Jon Hartley, Prue Flacks
IndependenceAll committee members are independent directors
Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees
• Reviewing the size, independence, qualifications, skills, experience and composition of our Board
• Developing, reviewing and making recommendations to our Board on corporate governance principles
• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board
committee, and individual director performance
• Developing and reviewing Board succession planning (including for the Board chair)
• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics
• Reviewing and overseeing director induction and ongoing professional development
Board and Board committee meeting attendance in the year ended 30 June 2019
Regular
Board
meetings
Other
Board
meetings
1
ARMCPPCCNCGCDDC
4
Total number of
meetings held
824515
Patrick Strange
2
821
Jon Hartley8231
Mark Cross824
Prue Flacks8251
Murray Jordan825
Jack Matthews825
Anne Urlwin8245
Kate McKenzie
3
825
Notes:
1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have at least two health and safety site visits each year.
2 Patrick, as Board chair, typically attends Board committee meetings. As he is not a formal member of those committees that attendance is not noted
in the table.
3 Kate McKenzie is not a member of any of the Board committees but attended all committee meetings as CEO and an observer.
4 A Due Diligence Committee was established to oversee our NZX $500 million bond issued in December 2018.
Annual Report 201977
The risk and
control environment
2. Risk assessment and ratings
– Risk assessment (likelihood and impact)
– Risk ratings (critical, high, medium, low)
5. Annual risk reviews
– Completeness,
accuracy and validity
of principal risks
– Effectiveness of the
risk management
process
1. Risk identification and description
– Risk identification and description
– Recording principal risks
3. Risk mitigations
– Risk responses
– Mitigating controls
– Action plans
4. Regular risk reporting
– Mitigation status
– Risk trends
– Current and potential risks
– Action plan status
Assurance
Management assurance
Independent assurance
(including internal audit,
external audit)
Managing risk
Like all businesses, we are exposed to a range
of risks. Our risk management activities aim
to ensure we identify, prioritise and manage
key risks so we can execute our strategies and
achieve our goals.
Risk management
No business can thrive without taking on risk. Effective risk
management is about informed risk taking and appropriate
and active management of risks.
We seek to understand and respond to our current and
future business environment, and to actively seek and
robustly evaluate opportunities and initiatives which protect
and achieve our business strategies. We strive to understand,
meet and appropriately balance stakeholders’ expectations to
deliver value to shareholders and a sustainable environment
for Chorus in the long term.
Our Board
Our Board is ultimately responsible for risk management
governance:
• Annually setting risk appetite and tolerances and reviewing
principal risks;
• Approving and regularly reviewing our Managing Risk Policy
and supporting framework;
• Promoting a culture of proactively managing risk; and
• Through our ARMC, providing risk oversight and monitoring.
Risk appetite
Our risk appetite sets our tolerable levels of risk. It forms
a dynamic link between strategy, target setting and risk
management and sets boundaries for day-to-day decision
making and reporting.
Principal risks
Principal risks are our key risks. These are assessed on a risk
profile identifying likelihood of occurrence and potential
severity of impact. Current principal risk categories are
identified via a comprehensive enterprise risk management
framework encompassing financial and non-financial risks.
They include, anticipating and responding to:
• Customer/market risks: customer service and experience;
revenue growth and market changes;
• Operational risks: e.g. network and IT quality, availability
and resilience; delivering effective and quality outcomes
(including with service partners); labour market risks;
• People & culture: e.g. health & safety; engagement;
capability; talent and change management;
• Regulatory risks and broader societal expectations:
e.g. working within the regulatory and legal environment,
and broader societal expectations;
• Capital management: e.g. working within appropriate
capital management settings.
Our climate change risks are reviewed as part of our
operational risks (see the Enabling Climate Action section
on page 14 and 15).
Risk management processes
Our Managing Risk Policy sets out how we manage
our risks, including by:
• Having a single risk management framework;
• Providing the CEO and executive team with discretion to
manage risk within the guidance provided in our framework;
• Balancing the level of control implemented to mitigate
identified risks with our commitment to comply with
external regulation and governance requirements and
Chorus’ value and growth aspirations; and
• Meeting good practice standards for risk management
processes and related governance.
Annual Report 201978
Principal risks are owned by relevant executives. This
promotes integration into operations and planning and a
culture of proactive risk management. Notwithstanding
individual ownership, our CEO and executive hold collective
responsibility for considering how risk and events interrelate
and for managing our overall risk profile.
Principal risks are reported to our ARMC quarterly and, if
necessary, also by exception. Principal Risk owners support
the regular reporting from the Manager of Risk & Business
Assurance by providing “deep dives” on the risks they own.
Our ARMC reports to our Board.
Principal risks are assessed with each responsible executive
and collectively with the executive team before being
reported to the ARMC. This allows for constructive challenge
and debate. Underlying risk assessment and monitoring
practices are undertaken by each principal risk owner with
assistance from our Manager Risk & Business Assurance.
Our Board also receives management and other internal and
external reporting over risk positions and risk management
operation (including from internal audit plans approved by
the ARMC) through our overall governance framework.
Our risks are not static. Our CEO and executive regularly seek
to identify emerging risks in line with our strategic direction
and risk management framework.
Before our Board approves the financial statements, our CEO
and CFO provide a certificate as to the appropriateness of
those financial statements
Internal audit
We operate a co-sourced internal audit model with our
Manager Risk & Business Assurance supported by external
advisors PricewaterhouseCoopers to provide additional
resource and specialist expertise as required.
The responsibilities of our internal audit function include:
• Assisting our ARMC and Board in their assessment of
internal controls and risk management;
• Developing an internal audit plan for review and approval
by the ARMC each year;
• Executing the plan and reporting progress against it,
significant changes, results and issues identified; and
• Escalating issues as appropriate (including to our ARMC
and/or Board chairs).
Our executive team and ARMC monitor key outstanding
internal audit issues and recommendations as part of regular
reporting and review, including the timeliness of resolution.
Our ARMC has direct and unrestricted access to our internal
audit function, including meeting them without management.
Our Manager Risk & Business Assurance has a management
reporting line to our General Counsel & Company Secretary
and a direct reporting line to our ARMC.
External auditor
Our Board and ARMC monitor the ongoing independence
and quality of our external auditor. Our ARMC also meets
with our external auditor without management present.
Our ARMC charter and External Auditor Independence Policy
amongst other things:
• Prohibit the provision of certain non-audit services by our
external auditor;
• Require ARMC approval of all audit and permitted
non-audit services;
• Require our client services partner and lead/engagement
partner to be rotated every five years (with a five year
cooling off period) and other audit partners to be rotated
every seven years (with a two year cooling off period);
• Require our ARMC to review our external auditor’s fees half
yearly (including the ratio of fees for audit vs. non-audit
services); and
• Impose restrictions on the employment of former external
audit personnel.
The non-audit services undertaken by our external auditor
KPMG in the year to 30 June 2019 are set out in note 10 of
the financial statements in this report. Those services were
provided in accordance with our ARMC charter and External
Auditor Independence Policy and did not affect KPMG’s
independence, including because:
• They were approved only where we were satisfied they
would not have a material bearing on KPMG’s external
audit procedures; and
• They did not involve KPMG acting in a managerial or
decision-making capacity.
KPMG confirm their independence via independence
declarations every six months.
Our external auditors attend our ASM each year.
Annual Report 201979
Codes of ethics
Directors and employees are expected to act honestly and
with high standards of personal integrity. Codes of ethics
for our directors and employees set the expected minimum
standards for professional conduct. These codes facilitate
behaviours and decisions that are consistent with our values,
business goals and legal and policy obligations, including in
respect of:
• Conflicts of interest;
• Gifts and personal benefits;
• Anti-bribery and corruption;
• Use of corporate property, opportunities and information;
• Confidentiality;
• Compliance with laws and policies; and
• Reporting unethical behaviour.
We have communicated our codes of ethics and provided
training to our directors and employees. Our people are also
encouraged to report any unethical behaviour. All reported
breaches are investigated.
Other policies reinforce the behaviours we expect at
Chorus, including:
• Bribery & gifts: Acceptance of bribes, or gifts/other
benefits which could be perceived as influencing decisions,
are prohibited under our codes of ethics policies. Our Gifts
and Entertainment Policy sets out the parameters within
which gifts and entertainment may be accepted and our
approval processes for gifts and entertainment over $150.
• Anti-bullying, Harassment and Discrimination: Our Anti-
bullying, Harassment and Discrimination Policy reinforces
our commitment to a psychologically and physically
safe working environment including our zero tolerance
approach to bullying, harassment and discrimination.
• Whistle blowing and fraud: Our Whistle Blowing and
Fraud policies allow for confidential reporting of serious
misconduct or wrongdoing and suspected fraud or
corruption.
While we did not receive any reports of serious instances
of unethical behaviour by our employees in the year to
30 June 2019, we did unfortunately receive reports of
alleged unethical behaviour by some sub-contractors used
by our service company partners. As noted earlier in this
report, we, and an independent reviewer, fully investigated
these allegations. We, with our service company partners,
have announced the steps we are taking aimed at creating
consistently fair conditions, in line with employment laws, for
all workers in the Chorus supply chain and are committed to
doing the right thing by people working on our behalf.
Trading in Chorus securities
All non-executive directors are encouraged to hold Chorus
shares, It is the Board’s intention that each director will,
subject to chair discretion, hold at a minimum, shares
equal in value to one year’s, post-tax, director base fees,
accumulated over the first 3 years in office.
All trading in Chorus securities by directors and employees
must be in accordance with our Securities Trading Policy. That
policy prohibits trading in Chorus securities while in possession
of inside information and requires, amongst other things:
• Directors to notify, and obtain consent from, the chair (or
in the chair’s case, the ARMC chair) before trading; and
• Employees identified as potentially coming across market
sensitive information (“restricted persons”), to obtain
consent from our General Counsel & Company Secretary
(or in our General Counsel & Company Secretary’s case,
our Board chair) before trading.
Trading in Chorus shares or NZX listed bonds by directors is
disclosed to our Board, the NZX and ASX. Trading by “senior
managers” is disclosed to the NZX.
Market disclosures
We are committed to providing timely, factual and accurate
information to the market consistent with our legal and
regulatory obligations.
We have a Board approved Disclosure Policy and a CEO
approved Market Disclosure Policy setting out our disclosure
practices and processes in more detail.
Our disclosure policies are designed to ensure:
• Roles of directors, executives and employees are clearly
set out.
• Appropriate reporting and escalation mechanisms
are established.
• There are robust and documented confidentiality protocols
in place where appropriate.
• Only authorised spokespersons comment publicly, within
the bounds of information which is either already publicly
known or non-material.
Our approach to tax
We take our tax obligations seriously and work closely with
Inland Revenue to ensure we meet our tax obligations.
We obtain external advice and Inland Revenue’s views
(through informal correspondence, determinations or rulings)
in respect of unusual or material transactions.
As we operate only in New Zealand all our tax is paid in
New Zealand at the prevailing corporate tax rate (currently
28%). We have paid all taxes we owe and all tax compliance
obligations are up to date.
Acting ethically
Annual Report 201980
Stakeholder
engagement
Shareholder engagement
We are committed to fostering constructive relationships
with shareholders that encourage engagement with us,
including by:
• Communicating effectively with them;
• Giving ready access to balanced and understandable
information;
• Making it easy for shareholders to participate in general
meetings; and
• Maintaining an up to date website providing information
about our business.
Our investor relations programme is designed to further
facilitate two-way communication with shareholders, provide
them and other market participants with an understanding
of our business, governance and performance and an
opportunity to express their views. As part of this programme
we enable investors and other interested parties to ask
questions and obtain information, meet with investors and
analysts and undertake formal investor presentations.
Our annual and half year results presentations are made
available to all investors via webcast.
Annual meetings are held in a main centre and webcast to
enable shareholders to view and hear proceedings online.
We enable shareholders to vote by proxy ahead of meetings
without having to physically attend or participate in those
meetings and adopt the one share one vote principle,
conducting voting at shareholder meetings by poll.
Because of the ownership restrictions contained in our
constitution, there may be rare circumstances where, in
the event that the restriction is breached, our Board may
prohibit the exercise of voting rights. More information on
our ownership restrictions is included later in this report and
in our constitution.
We consider that shareholders should be entitled to vote on
decisions which would change the essential nature of our
business.
Shareholders are also able to ask questions of, and express
their views in respect of, our Board, management and
auditors (including via appointed proxies) at and before
annual meetings.
We encourage shareholders to communicate with us and our
share registrar electronically, including by providing email
communication channels and online contact details and
instructions on our website.
Stakeholder survey
We conduct an annual survey of a diverse group of
stakeholders to gauge perceptions of our performance
and identify any matters that may require further attention.
These stakeholders include investors and analysts, business
leaders, central and local government, media,
and telecommunications industry organisations.
Annual Report 201981
Diversity and inclusion
Our Belonging strategy aims to build an
inclusive culture which strengthens our
collective capability, allowing us to attract,
identify and retain diverse talent, while
leveraging the diversity of our people.
Based on the annual review of effectiveness of our
Diversity and Inclusion (D&I) policy and our measurable
diversity metrics and objectives, our Board considers that
overall we are making progress towards achieving our
D&I objectives and that we have performed well against
the policy generally. We continue to consciously focus
on this as we support a culture of inclusion at Chorus.
We have four key pillars or areas of focus for the work in
diversity and inclusion: flexible and adaptable workforce;
diverse leadership; wellbeing, and; inclusive culture.
Flexible working
arrangements including
the technology and
infrastructure to enable
them are made available
to our people where
possible, supporting
an agile culture
We are open and
adaptable in our
approach to requests
for flexible working
arrangements, always
ensuring business and
customer experience
objectives will be
delivered
We build a resilient
health and safety
culture by providing
a work environment
that is “psychologically
safe” with a zero-
tolerance approach to
bullying, harassment
and discrimination
We are a safe
place in which to
raise these issues
Our culture encourages
employees to maintain or
adopt a healthy lifestyle
Our approach to
wellbeing is holistic
and caters for diversity
through four pillars
– physical, career,
financial and emotional
We provide targeted
development
opportunities to support
diversity in leadership
Our remuneration
and reward strategy
promotes pay equity
We focus on
gender diversity in
leadership roles
We focus on ethnic
diversity in leadership
roles, in particular greater
Maori, Pasifika and
Asian representation
Our culture is inclusive
of all people
We encourage and value
different approaches and
perspectives, actively
using diversity of thought
to make high quality
decisions and increase
our ability to innovate
We celebrate diversity
by participating in
significant national
events, with a focus
on understanding the
diverse cultures and
ethnicities at Chorus
Flexible & adaptable
workforce
Diverse leadership WellbeingInclusive culture
Belonging Strategy Focus Areas
123 4
Annual Report 201982
Flexible and adaptable workforce
Flexible work is considered a key enabler of workforce
participation for diverse talent groups. Flex@Chorus,
our approach to flexible working, was launched in
January 2019 to give our employees greater access
to flexible working arrangements.
* Chorus engagement survey data is provided by Peakon who are
able to provide industry sector benchmarks for data comparison.
Achieving a score that compares within the top 10% of the industry
benchmark is considered best in class.
8.3
I am satisfied with our
flexible working policy ≥ 8.8
(Top 10% in the Technology
benchmark*).
8.5
My work schedule is flexible
enough to accommodate my family
or personal life ≥ 8.6 (Top 10%
in the Technology benchmark).
1
Figure 14:
Gender by role
20%
40%
60%
80%
100%
ALL
CHORUS
PEOPLE
LEADERS
EXECUTIVE
NON-EXECUTIVE
DIRECTORSDIRECTORS
0
60
40
60
40
62
38
62
38
71
29
55
Flexible
working
arrangements
in place.
26
Changed
working
hours.
29
Working
from alternative
locations or on
an ad hoc basis.
Career level 3Career level 4
Career level 5Career level 6
Career level 7Career level 8
WOMEN PAID 1.7% MORE THAN MEN
WOMEN PAID 1% MORE THAN MEN
WOMEN PAID 1.2% MORE THAN MEN
WOMEN PAID 3.7% MORE THAN MEN
WOMEN PAID 3.9% LESS THAN MEN
WOMEN PAID 1% MORE THAN MEN
54
%
43
%
32
%
46
%
33
%
31
%
46
%
57
%
68
%
54
%
67
%
69
%
Figure 13: Gender pay gap
Annual Report 201983
Diverse leadership
We’re proud to be close to realising a 40:40:20 gender
ratio
1
in our people leader population as endorsed by
the Board in May 2019. Overall gender diversity remained
static at 60:40 (male to female) across Chorus, while
the proportion of women in leadership roles increased
by 3% to 38%. This means our people leaders are close to
having a gender ratio reflective of the wider organisation.
Women continue to be under-represented at senior levels
but they make up 53% of our employee population, in our
most junior roles.
The gender pay balance is affected by this higher
representation of women in junior roles and lower
representation in senior roles. We’re committed to
closing our gender pay gap by 2022 and have reduced
it from 13.3% in 2018 to 11.6% this year. We’re pleased
to report that, at equivalent levels in the organisation,
there is no gap greater than 3.9%.
We had five male and three female directors at 30 June 2019
consistent with the prior year. Non-executive directors were
also the same as the previous year at 30 June 2019 with five
male and two female non-executive directors. Our executive
(officers or senior managers) comprising our CEO and her
leadership team, had six male and four female members at
30 June 2019 (30 June 2018: six male and four female).
People identifying themselves as Maori, Asian or Pacific
peoples continue to be under-represented in the people
leader population at Chorus, when compared to the
general New Zealand population based on 2013 census
data. Ethnicity data for both 2019 and 2018 has been
updated to include Filipino employees in the Asian
category (previously reported under Pacific Peoples).
1 40% men, 40% women, 20% of any/either gender.
20%
40%
60%
80%
Figure 15:
Ethnicity by role
NZ European
Pacific Peoples
European
Asian
Māori
Other
African
Middle Eastern
PEOPLE LEADERSALL CHORUS
0
100%
38%
Women
working in
leadership roles
increased 3%
2
Annual Report 201984
Wellbeing
The wellbeing of Chorus employees remains a priority
and FY19 saw a focus on mental wellbeing. A Mental
Health First Aid certification programme was introduced
in partnership with St John and 20% of employees
received certification.
In January 2019 we launched wellbeing days, with
two additional days of leave available to all permanent
employees to use as they wish, to support their personal
wellbeing. This initiative received overwhelmingly positive
support from our people.
Inclusive culture
Established in 2017, the UP women’s leadership programme
is in its third year and continues to increase confidence
and presence in our women leaders, encouraging them
to step into more senior roles. Women’s networks are now
established across the business and, from the success
of these, further networks continue to develop.
We proudly received Rainbow Tick certification in 2019.
This recognises Chorus as a workplace that understands,
values and welcomes sexual and gender diversity. Being
selected as finalists in the New Zealand Rainbow Excellence
Awards was further recognition of our work to build an
inclusive culture. We were honoured to be awarded the
Partner’s Life Emerging Award for organisations early in
the journey of support for the rainbow community.
3
4
20%
of employees
received St John
mental health
certification
8.3
8.1
Chorus really cares about
my mental wellbeing ≥ 8.2
(Top 10% in the Technology
benchmark).
Working here, I feel that I
can live a physically healthy
lifestyle ≥ 8.1 (Top 10% in the
Technology benchmark).
8.0
8.5
7.7
8.3
I am treated like a valued
member of Chorus ≥ 9.1
(Top 10% in the Technology
benchmark).
People from all backgrounds
are treated fairly at Chorus
≥ 9.1 (Top 10% in the
Technology benchmark).
Overall engagement
score for Rainbow
Community is just above
the Chorus population.
Overall result for the
Organisational Fit
dimension is the same
as the Chorus population.
Annual Report 201985
Remuneration
and performance
Our remuneration model
Our remuneration model is designed to enable the
achievement of our strategy, whilst ensuring that
remuneration outcomes align with employee and
shareholder interests.
Remuneration is governed by the Board, assisted by the
PPCC. The PPCC supports the Board by overseeing our
remuneration strategy and policy.
Figure 16:
Our remuneration policy is designed around six guiding principles:
1
2
3
4
5
6
Fair to all - employees and shareholders, sharing
in the success of Chorus.
Supports a Performance focused culture.
Valued by our people.
Simple to understand and administer.
Market — aligned with our competitors.
Point of difference — how we know it is Chorus.
Commitment to pay equity and alignment with our
shareholders’ expectations.
Rewards aligned with performance.
We have a diverse workforce and aim to provide
an appropriate suite of rewards that provide value,
now and in the future.
Simplicity promotes understanding,
clarity and fairness perception.
We ensure we are not over or underpaying our people through
robust market analysis that guides our decisions on remuneration.
Supports our vision, mission, values,
purpose and employee value proposition.
Remuneration principles What does this mean?
For FY19 all employees had fixed remuneration, targeted at
the market median and the potential to earn a Short Term
Incentive (STI).
The CEO and members of the executive leadership team
also had the potential to earn a Long Term Incentive (LTI).
Both STI and LTI are deemed at risk because the outcome is
determined by performance against a combination of pre-
determined financial and non-financial objectives.
Fixed remuneration
Fixed remuneration (not at risk) consists of base salary and
other benefits including KiwiSaver. Fixed remuneration
is adjusted each year based on data from independent
remuneration specialists. Employees’ fixed remuneration is
based on a matrix of their own performance and their current
position when compared to the market.
Annual Report 201986
Short term incentive
Short term incentive payments (STIs) are an at risk
component set as a percentage of fixed remuneration, from
5% to 30% based on the complexity of the role (the CEO’s
STI is a higher percentage of fixed remuneration as set out
later in this report). STI payments are determined following
a review of Company and individual performance and paid
out at a multiplier of between 0x and 1.75x for the CEO and
executive leadership team, and between 0x and 2.8x for all
other employees.
Company performance goals are set and reviewed annually
by our Board to ensure appropriate focus on areas which will
enhance shareholder value over the longer term. A focus on
the customer experience continued to be a feature for the
FY19 STI measures.
20%20%
30%30%
Figure 17:
FY19 STI Goals
Connections
Strategic & transformation initiatives
EBITDA
Customer experience
FY20 STI goals
EBITDAIncreased to 40% to align with objective of
modest growth
Customer
experience
Reduced to 20% following completion of
major customer projects in FY19
ConnectionsMaintained at 20%, but with focus shifted
from total connections (FY19) to revenues,
to better reflect higher value of broadband
connections over voice only lines
Strategic and
transformation
initiatives
No change.
Fundamental to the Chorus STI structure is a gateway goal.
The philosophy of the gateway goal is to provide a preliminary
threshold of financial success and affordability, before any
other measures can be considered for potential STI payments.
If the gateway goal is not achieved, then no STI is payable.
Individual performance goals for all employees are tailored
to their role, with 70% of the goals based on what they
achieve and 30% based on how they perform their role,
which includes a health and safety component for all
people leaders.
As an example of how the STI is calculated, an employee
with fixed remuneration of $80,000 and an STI element
of 10% may receive between $0 and $22,400 (0x to 2.8x
their STI percentage) depending on the level of company
performance and their individual performance.
During the course of FY19 we conducted a review of our total
reward strategy. The review focused on strengthening the
alignment of our remuneration strategy to performance and
delivery of long term sustainable returns for shareholders.
The anticipated result is that only our most senior employees
will be eligible for a STI in FY20. The Board strongly believe
that this model will drive the performance culture required
to deliver value for shareholders.
Long term incentives
We offer long term incentives (LTI) under an executive LTI
share scheme to reward and retain key executives. The LTIs
are an at risk payment designed to align the interests of
executives and shareholders and encourage longer term
decision making.
The LTI is described in more detail in Note 16 of the financial
statements on page 56.
Annual Report 201987
Chief Executive remuneration
CEO remuneration consists of fixed remuneration, an STI
and an LTI. In addition to participating in the Executive
LTI scheme, on her appointment the Board granted Kate
McKenzie a one time LTI (‘Extended LTI’) to recognise and
reward the potential to add significant shareholder value
through an increase in total shareholder return over and
above that rewarded by the executive LTI scheme. Our CEO
continues to have a significant portion of her remuneration
linked to performance and at risk. Total remuneration for
our CEO continues to be determined using a range of
external factors, including advice from external remuneration
specialists and is reviewed annually by the Board, on advice
from the PPCC.
CEO remuneration performance pay
The scenario chart below demonstrates the elements of the
CEO remuneration design in the year ended 30 June 2019.
0
$ Thousands
FIXEDON-PLANMAXIMUM
Base
Annual variable
4,000
3,000
2,000
1,000
Long-term incentives
100% 48%
36%
16%
38%
50%
12%
CEO remuneration for FY18 and FY19 was:
Fixed remuneration Pay for performanceTotal remuneration
SalarySTILTI
Kate McKenzieFY191,224,000844,560
1
–2,068,560
FY18
2
1,200,0001,019,475
3
–2,219,475
1 STI for FY19 performance period (paid FY20).
2 Kate McKenzie became CEO on 20 February 2017.
3 STI for FY18 performance period (paid FY19).
Other benefits paid to Kate McKenzie:Company Kiwisaver contributions: FY19: $67,372 (FY18: $47,220)
Five year summary of CEO remuneration:
CEOTotal remuneration
% STI awarded
against maximum
% STI extension
awarded against
maximum
% LTI awarded
against maximum
% LTI replacement
awarded against
maximum
Span of LTI
performance period
Kate McKenzieFY192,068,56053%––––
FY182,219,47565%––––
Mark RatcliffeFY18–––89%–FY15 – FY18
1
FY171,981,98748%–100%100%FY15 – FY17
FY162,249,27675%100%70%–FY13 – FY15
FY151 , 87 7, 14357%100%69%–FY12 – FY14
1. Three year grant made 1 July 2015.
Annual Report 201988
The table below outlines the CEO’s STI, LTI and extended LTI schemes for the performance period ending 30 June 2019
1
:
DescriptionPerformance measuresPercentage achieved
STISet at 75% of base remuneration.
Based on key financial and non-
financial performance measures.
• Company performance – see
figure 17 on page 86 for weightings.
• Individual performance – based on
business fundamentals (both financial
and non-financial), connections,
customer experience and strategic
initiatives.
92%
LT IThree-year grant made September
2017, equivalent to 33% of base
remuneration.
Chorus TSR performance over grant
period must exceed 10.6% on an
annualised basis, compounding.
Assessed September
2020 with possible
retesting up to
September 2021.
Three-year grant made September
2018, equivalent to 33% of base
remuneration.
Chorus TSR performance over grant
period must exceed 10.4% on an
annualised basis, compounding.
Assessed September
2021 with possible
retesting up to
March 2022
E x ten de d LT IOne-time four-year grant calculated by
reference to the increase in TSR over and
above that rewarded by the executive
LTI scheme capped at NZ$2,000,000.
Annualised TSR performance over
grant period must exceed average cost
of equity over the period plus 1%.
Assessed February 2021.
1 The STI payments for FY19 will be paid in FY20.
Total Shareholder Return (TSR) performance
30 June
2014
30 June
2015
30 June
2016
30 June
2017
30 June
2019
30 June
2018
Chorus
NZX50
Percentage return
-50.00
0.00
50.00
100.00
150.00
200.00
250.00
300.00
350.00
The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2014 and 30 June 2019.
Annual Report 201989
Median pay gap
The median pay gap represents the number of times greater
the CEO remuneration is to an employee paid at the median
of all Chorus employees. At 30 June 2019, the CEO’s base
salary at $1,224,000, was 12.9 times that of the median
employee at $95,228 per annum.
The CEO’s total remuneration, including STI, was 20.4
times the total remuneration of the median employee
(including STI) at $104,971
Employee remuneration range for the year ended
30 June 2019
The table opposite shows the number of employees
and former employees who received remuneration and
other benefits in excess of $100,000 during the year ended
30 June 2019.
During the year, certain employees received contributions
towards membership of the Marram Trust (a community
healthcare and holiday accommodation provider), received
contributions toward their Government Superannuation Fund
(a legacy benefit provided to a small number of employees)
and, if a member, received contributions of 3% of gross
earnings towards their KiwiSaver accounts. These amounts
are not included in these remuneration figures. Any benefits
received by employees that do not have an attributable value
are also excluded.
The remuneration paid to, and other benefits received by,
Kate McKenzie in her capacity as CEO are detailed on
page 87, and are excluded from the table opposite.
The Living Wage in FY19 was $20.55 per hour. Chorus does
not have any permanent employee earning less than the
current living wage.
Remuneration range $ (Gross)
Number of employees in the year
ended 30 June 2019
Actual PaymentREM only
REM including benefits
1,010,001 – 1,020,000–1
890,001 – 900,0001–
870,001 – 880,00011
840,001 – 850,000–1
750,001 – 760,0001–
590,001– 600,000–1
560,001– 570,000–1
510,001 – 520,0001–
490,001– 500,00011
480,001 – 490,0001–
460,001– 470,00011
410,001– 420,000 11
390,001– 400,00012
380,001– 390,00011
370,001 – 380,00011
360,001 – 370,00011
340,001 – 350,0001–
320,001– 330,00011
310,001– 320,00022
300,001– 310,00022
290,001– 300,00066
280,001– 290,00044
270,001– 280,00055
260,001– 270,00033
250,001– 260,00044
240,001– 250,00078
230,001– 240,00077
220,001– 230,0001111
210,001– 220,00088
200,001– 210,0001212
190,001– 200,0001111
180,001– 190,0002121
170,001– 180,0002323
160,001– 170,0004141
150,001– 160,0003030
140,001– 150,0004545
130,001– 140,0003737
120,001– 130,0005454
110,001– 120,0005757
100,000– 110,0007979
G ran d Tot al483484
Annual Report 201990
Director remuneration
Fee structure
Total remuneration available to directors (in their capacity as such) in the year ended 30 June 2019 was fixed at our
2016 annual shareholders’ meeting at $1,149,500.
Annual fee structureYear ended 30 June 2019 $Year ended 30 June 2018 $
Board fees:
Board chair223,650223,650
Deputy chair167,750167,750
Non-executive director114,000111,850
Board committee fees:
Audit and Risk Management Committee
Chair32,60032,000
Member16,30016,000
People, Performance and Culture Committee
Chair22,90022,470
Member11,75011,500
Nominations and Corporate Governance Committee
Chair16,72016,720
Member8,8808,880
Notes:
1 The Board chair and deputy chair receive Board fees only. Other directors receive committee fees in addition to their Board fees.
2 Directors (except the CEO) do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and do not have
superannuation or any other scheme entitlements or retirement benefits.
3 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment is
within the total fee pool available. In the year to 30 June 2019 $7,200 was paid to Anne Urlwin for her additional work on one of our Due Diligence
Committee’s as noted in the table below.
4 Director base fees, and some committee fees were increased in the year to 30 June 3019 by ~1% - 2%. Board chair and deputy chair fees did not increase.
Fees paid to Directors (in their capacity as such) in the year ended 30 June 2019
DirectorTotal fees
1
$ Board feesARMCPPCCNCGCDDC
Patrick Strange
223,650223,650-
Jon Hartley167,750167,750--
Mark Cross130,300114,00016,300
Prue Flacks145,780114,00022,9008,880
Murray Jordan125,750114,00011,750
Jack Matthews125,750114,00011,750
Anne Urlwin153,800114,00032,6007. 20 0
Kate McKenzie
2
––
Tot al
Notes:
1 Amounts are gross and exclude GST (where applicable).
2 Kate McKenzie as CEO did not receive any remuneration in her capacity as a director.
3 Directors (other than the CEO) did not receive any other benefits.
4 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.
Fee structure from 1 July 2020
Our PPCC reviews non-executive director remuneration annually based on criteria developed by that committee. Based on
that committee’s recommendation the Board has determined not to change Board fees for the year from 1 July 2019.
Annual Report 201991
Disclosures
Group structure
Chorus Limited has two wholly owned subsidiaries:
Chorus New Zealand Limited (CNZL) and Chorus LTI Trustee
Limite d (CLT L ).
Chorus Limited
Chorus New Zealand LimitedChorus LTI Trustee Limited
Chorus Limited is the entity listed on the NZX, ASX and
Luxembourg stock exchanges. It is also the borrowing entity
under the group’s main financing arrangements and the
entity which has partnered with the Crown for the UFB build.
CNZL undertakes (and is the contracting entity for) Chorus’
operating activities and is the guarantor of Chorus Limited’s
borrowing. CNZL also employees all Chorus people. CNZL
has its own constitution but its Board is the same as the
Chorus Limited Board.
CLTL was incorporated in December 2014 as trustee for our
long term incentive plan.
Disclosures in respect of CNZL and CLTL are set out in the
“Subsidiaries” section on page 98.
Indemnities and insurance
Chorus indemnifies directors under our constitution for
liabilities and costs they may incur for their acts or omissions
as directors (including costs and expenses of defending
actions for actual or alleged liability) to the maximum
extent permitted by law. We have also entered into deeds of
indemnity with each director under which:
• Chorus indemnifies the director for liabilities incurred in
their capacity as a director and as officers of other Chorus
companies.
• Directors are permitted to access company records while
directors and after they cease to hold office (subject to
certain conditions).
Deeds of indemnity have also been entered into on similar
terms with certain senior employees for liabilities and costs
they may incur for their acts or omissions as employees,
directors of subsidiaries or as directors of non-Chorus
companies in which Chorus holds interests.
We have a directors’ and officers’ liability insurance policy in
place covering directors and senior employees for liability
arising from their acts or omissions in their capacity as
directors or employees on commercial terms. The policy
does not cover dishonest, fraudulent, malicious or wilful acts
or omissions.
Director change
No directors resigned or were appointed in the year to
30 June 2019.
Annual Report 201992
Current Directors
Interest as at 30 June 2019Transactions during the reporting period
DirectorSharesInterestNumber
of shares
Nature of transactionConsiderationDate
Patrick Strange35,000Beneficial owner as
beneficiary of Three Kings
Trust
10,000On market acquisition $44,200.0028 August 2018
Mark Cross22,505Beneficial owner as
beneficiary of Alpha
Investment Trust; power to
exercise voting rights and
acquire/dispose of financial
products as director of
trustee.
310Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$1,449.439 October 2018
10,000On market acquisition$58,800.001 April 2019
195Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$1,087.2316 April 2019
Prue Flacks14,687Registered holder and
beneficial owner
303Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$1,416.709 October 2018
2,480On market acquisition$14,582.402 April 2019
190Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$1,059.3616 April 2019
Murray Jordan32,625Registered holder and
beneficial owner of ordinary
shares as trustee and
beneficiary of Endeavour
Trust
10,000On market acquisition $44,200.0028 August 2018
810Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$3,787.239 October 2018
509Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$2,837.9616 April 2019
Jack Matthews10,000Registered holder and
beneficial owner
10,000On market acquisition $52,199.005 March 2019
Anne Urlwin19,767Director and shareholder of
registered holder
5,000On market acquisition $22,374.5429 August 2018
491Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$2,295.719 October 2018
308Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$1 ,7 1 7. 2716 April 2019
Kate McKenzie123,957Beneficial interest
under Chorus’ long term
incentive plan
58,095Off market purchase of
shares granted under
Chorus’ long term
incentive plan
$265,320.0031 August 2018
Director interests and trading
As at 30 June 2019, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013) in approximately
0.059% of shares as follows:
Annual Report 201993
As at 30 June 2019, no directors had relevant interests (as defined in the Financial Markets Conduct Act 2013) in any Chorus’
NZX bonds maturing May 2021.
As at 30 June 2019, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013 in approximately
0.111% of Chorus’ NZX bonds maturing December 2028 as follows:
Interest as at 30 June 2019Transactions during the reporting period
DirectorBondsInterestNumber
of bonds
Nature of transactionConsiderationDate
Patrick Strange340,000Beneficial owner
as beneficiary of
Three Kings Trust
340,000Acquisition of
bonds on issue
$340,000.006 December 2018
Prue Flacks15,000Registered holder
as trustee of CJH
Bull Family Trust
15,000Acquisition of
bonds on issue
$15,000.006 December 2018
Murray Jordan100,000Registered holder and
beneficial owner as
trustee and beneficiary
of Endeavour Trust
100,000Acquisition of
bonds on issue
$100,000.006 December 2018
Jon Hartley70,000Beneficial owner as
trustee and beneficiary
of Hartley Family Trust
35,000Acquisition of
bonds on issue
$35,000.006 December 2018
35,000On market acquisition$36,957.4522 May 2019
Anne Urlwin30,000Director and
shareholder of
registered holder
30,000Acquisition of
bonds on issue
$30,000.006 December 2018
Changes in Director interests
Patrick StrangeBecame chair of Auckland International Airport Limited (previously a director).
Ceased as a director of NZX Limited.
Jon HartleyBecame chair of Timberlands Limited. Ceased as deputy chair of Sovereign Assurance Company Limited, a
member of the Ministry of Business Innovation and Employment Risk Advisory Committee and as a trustee of
World Vision NZ.
Mark CrossCeased as a director of Argosy Property Limited, Genesis Energy Limited, Aspect Productivity Technology Limited
and Challenge Petroleum Limited, and as a Board member of Triathlon New Zealand Incorporated.
Prue FlacksBecame chair of Mercury NZ Limited
1
.
Murray JordanBecame a trustee of the Foodstuffs' Members Protection Trust and the Foodstuffs Co-operative Perpetuation Trust.
Murray will become a Trustee of Southern Cross Health Trust
2
which has 2 subsidiaries which Murray will be a
director of - Southern Cross Hospitals Limited and Southern Cross Benefits Limited.
Jack MatthewsBecame a director of Plexure Group Limited
3
and Bravo TV New Zealand Limited, and a director and shareholder
of PI Meson Limited. Ceased as a director of APN Outdoor Group Limited, Trilogy International Limited and The
Network for Learning Limited.
Anne UrlwinBecame a director of Tilt Renewables group companies, Tararua Wind Power Limited, Waverley Wind Farm Limited
and Waverley Wind Farm (NZ) Holding Limited
4
. Ceased as a director of Hockey New Zealand.
Kate McKenzieNone for the year.
Notes:
1 From 27 September 2019.
2. From 1 August 2019.
3. From 1 July 2019.
4. From 4 July 2019.
Annual Report 201994
Director restrictions
No person who is an ‘associated person’ of a
telecommunications services provider in New Zealand
may be appointed or hold office as a director. NZX has
granted a waiver to allow this restriction to be included
in our constitution.
Securities and security holders
Ordinary shares
Chorus Limited’s shares are quoted on the NZX and on
the ASX and trade under the ‘CNU’ ticker. There were
439,288,154 ordinary shares on issue at 30 June 2019 and
31 July 2019. Each share confers on its holder the right to
attend and vote at a shareholder meeting (including the
right to cast one vote on a poll on any resolution).
Constitutional ownership restrictions
Ownership restrictions carried through at demerger and
incorporated into our constitution in agreement with the
Crown require prior Crown approval for any person to:
• Have a relevant interest in 10% or more of our shares; or
• Other than a New Zealand national, have a relevant interest
in more than 49.9% of our shares.
We were advised:
• In December 2017 that the Crown approved certain funds
managed by L1 Capital Pty Ltd having a collective relevant
interest in up to 15% of our shares.
• In 2012 that the Crown approved AMP Capital Holdings
Limited and its related companies acquiring a relevant
interest in up to 15% of our shares.
If our Board or the Crown determines there are reasonable
grounds for believing a person has a relevant interest in our
shares in excess of the ownership restrictions, our Board
may, after following certain procedures, prohibit the exercise
of voting rights (in which case the voting rights vest in our
chair) and may force the sale of shares. Our Board may also
decline to register a transfer of shares if it reasonably believes
the transfer would breach the ownership restrictions.
NZX has granted waivers allowing our constitution to include
the power of forfeiture, the restrictions on transferability
of shares and our Board’s power to prohibit the exercise of
voting rights relating to these ownership restrictions. ASX
has also granted a waiver in respect of the refusal to register
a transfer of shares which is or may be in breach of the
ownership restrictions.
Takeovers protocol
We have established a takeovers protocol setting out
the procedure to be followed if there is a takeover offer,
including managing communications between insiders
and the bidder and engagement of an independent
adviser. The protocol includes the option of establishing
an independent takeover committee, and the likely
composition and implementation of that committee.
Shareholder distribution as at 31 July 2019
HoldingNumber of holders% of holdersTotal number of
shares held
% of shares issued
1 to 999
11,52555.32%4,732,6981.08%
1,000 to 4,9995,99528.78%14,020,8383.19%
5,000 to 9,9991,8138.70%11,993,5882.73%
10,000 to 99,9991,4216.82%29,593,1486.74%
100,000 and over790.38%378,947,88286.26%
Tot al20,833100%439,288,154100%
Substantial holders
We have received substantial product holder notices from shareholders as follows:
Notices received as at 30 June 2019Notices received as at 31 July 2019
Number of
ordinary shares held
% of shares on issueNumber of
ordinary shares held
% of shares on issue
L1 Capital Pty Ltd63,601,46614.80%163,601,46614.80%
Commonwealth Bank of Australia21,536,0895.013%121,536,0895.013%
The Vanguard Group, Inc.23,418,0835.370%2 23,418,0835.370%
1 As reported in the substantial product holder notice, based on 429,641,197 ordinary shares on issue at that time.
2 As reported in the substantial product holder notice, based on 436,075,010 ordinary shares on issue at that time.
Annual Report 201995
Twenty largest shareholders as at 31 July 2019
RankHolder nameHolding%
1JP Morgan Nominees Australia Limited 47,9 4 4 , 8 4510.91
2HSBC Custody Nominees (Australia) Limited 43,828,9629.97
3HSBC Custody Nominees (Australia) Limited <A/C 2>33,215,5817. 5 6
4Citibank Nominees (New Zealand) Limited*30,793,4217.0 0
5National Nominees Limited 24,502,0265.57
6HSBC Nominees (New Zealand) Limited*21,257,2874.83
7Accident Compensation Corporation*20,141,7944.58
8JP Morgan Chase Bank Na Nz Branch-Segregated Clients Acct*19,942,8644.53
9Citicorp Nominees Pty Limited 18,714,5694.26
10HSBC Nominees (New Zealand) Limited A/C State Street*17,911,5374.07
11L1 Capital Pty Ltd Special Situations 14 A/C11,410,0002.59
12BNP Paribas Nominees Pty Ltd Agency Lending Drp A/C7, 5 2 1 , 3 5 31.71
13FNZ Custodians Limited 5,975,6611.36
14New Zealand Depository Nominee Limited A/C 1 Cash Account5,144,8521.17
15Forsyth Barr Custodians Limited <1-CUSTODY>4,713,4381.07
16HSBC Custody Nominees (Australia) Limited Nt-Comnwlth Super Corp A/C*4,646,0451.05
17ANZ Wholesale Australasian Share Fund*4,636,2521.05
18JBWere (NZ) Nominees Limited NZ Resident A/C4,371,3350.99
19ANZ Custodial Services New Zealand Limited*4,132,8330.94
20BNP Paribas Nominees (NZ) Limited*3,883,9480.88
* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of
securities by its members. As at 31 July 2019, 137,701,140 Chorus ordinary shares (or 31% of the ordinary shares on issue) were held through NZCSD.
American depositary receipts
American Depositary Shares, each representing five shares
and evidenced by American Depositary Receipts, are not
listed but are traded on the over-the-counter market in the
United States under the ticker ‘CHRYY’ with Bank of New York
Mellon as depositary bank. As at 30 June 2019 Chorus had
1.2 million ADR’s on issue.
Annual Report 201996
Twenty largest bondholders (May 2021) as at 31 July 2019
RankHolder nameHolding%
1FNZ Custodians Limited3 7, 2 97, 0 0 09.32
2BNP Paribas Nominees (NZ) Limited*27,865,0006.97
3Forsyth Barr Custodians Limited27,498,0006.87
4TEA Custodians Limited Client Property Trust Account*27,078,0006.77
5Custodial Services Limited – A/C 319,507,0004.88
6Citibank Nominees (New Zealand) Limited19,503,0004.88
7Custodial Services Limited – A/C 417,492,0004.37
8Investment Custodial Services Limited – A/C C16,628,0004.16
9HSBC Nominees (New Zealand) Limited O/A Euroclear Bank 15,106,0003.78
10Custodial Services Limited – A/C 213,695,0003.42
11JBWere (NZ) Nominees Limited – NZ Resident A/C9,472,0002.37
12NZPT Custodians (Grosvenor) Limited*8,751,0002.19
13FNZ Custodians Limited – DTA Non Resident A/C7,635,0001.91
14HSBC Nominees (New Zealand) Limited*7, 51 7, 0 0 01.88
15Custodial Services Limited – A/C 17,513,0001.88
16National Nominees New Zealand Limited*7,364,0001.84
17Custodial Services Limited – A/C 186,694,0001.67
18JP Morgan Chase Bank NA NZ Branch – Segregated Clients ACCT* 6,652,0001.66
19Public Trust Class 10 Nominees Limited*5,838,0001.46
20ANZ Custodial Services New Zealand Limited*5,281,0001.32
Twenty largest bondholders (December 2028) as at 31 July 2019
RankHolder nameHolding%
1Forsyth Barr Custodians Limited – 1-Custody73,526,00014.71
2ANZ Custodial Services New Zealand Limited* 56,163,00011.23
3JBWere (NZ) Nominees Limited – NZ Resident A/C47,061,0009.41
4HSBC Nominees (New Zealand) Limited O/A Euroclear Bank* 30,000,0006.00
5FNZ Custodians Limited23,973,0004.79
6Custodial Services Limited – A/C 421,109,0004.22
7Investment Custodial Services Limited – A/C C19,328,0003.87
8Custodial Services Limited – A/C 315,823,0003.16
9BNP Paribas Nominees (NZ) Limited* 15,075,0003.02
10Custodial Services Limited – A/C 213,174,0002.63
11Custodial Services Limited – A/C 111,033,0002.21
12Custodial Services Limited – A/C 186,925,0001.39
13JBWere (NZ) Nominees Limited – 54440 A/C6,850,0001.37
14Forsyth Barr Custodians Limited – Account 1 E6,037,0001.21
15JBWere (NZ) Nominees Limited – 55527 A/C5,000,0001.00
16JBWere (NZ) Nominees Limited – 54441 A/C4,500,0000.90
17Generate Kiwisaver Public Trust Nominees Limited*4,500,0000.90
18HSBC Nominees (New Zealand) Limited A/C State Street*3,750,0000.75
19Custodial Services Limited – A/C 163,047,0000.61
20JBWere (NZ) Nominees Limited – 44626 A/C3,000,0000.60
* Held through New Zealand Central Securities Depository Limited (NZCSD).
Annual Report 201997
Debt listings
Chorus Limited has issued:
• $400 million bonds traded on the NZX debt market
(the NZDX) maturing May 2021;
• $500 million bonds traded on the NZDX maturing
December 2028;
• EUR 500 million EMTNs traded on the ASX; and
• GBP 260 million EMTNs traded on the Luxembourg
Stock Exchange.
NZX bondholder distribution as at 31 July 2019
May 2021 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1,000 to 4,99900%00%
5,000 to 9,99919811.70%1,101,0000.28%
10,000 to 99,9991,3037 7.01 %34,871,0008.72%
100,000 and over19111.29%364,028,00091.00%
Tot al1,692100%400,000,000100%
December 2028 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1,000 to 4,9990 0%0 0%
5,000 to 9,99976 4.4%435,000 0.09%
10,000 to 99,9991,385 80.34%44,081,000 8.82%
100,000 and over263 15.3% 455,484,000 91.09%
Tot al1,724100%500,000,000100%
Unquoted securities
Crown Infrastructure Partners (CIP) Securities
The terms of issue for the CIP1 and CIP2 securities are set out in the subscription agreement’s between Chorus Limited and CIP.
These terms are summarised in note 6 of our Financial Statements and on our website at www.chorus.co.nz/reports.
SecurityNumber issued in the
year ended 30 June 2019
Total on
issue at 31 July 2019
HolderPercentage held
CIP1 equity securities50,072,984430,294,163CIP100%
CIP1 debt securities50,072,984430,294,163CIP100%
CIP1 equity warrants1 ,9 6 7, 8 9 912,686,015CIP100%
CIP2 equity securities59,897,22264,182,706CIP100%
Annual Report 201998
Other disclosures
New NZX listing rules
NZX implemented new listing rules from 1 January 2019.
Chorus transitioned to the new rules on 12 February 2019.
NZX waivers
Chorus relied on NZX’s class ruling dated 19 November 2018
continuing waivers and rulings granted under the previous
listing rules. The class ruling is available until 30 June 2020,
meaning the waivers and rulings granted to Chorus under the
previous rules will apply until then (subject to replacement
waivers and rulings being granted before). Chorus applied on
28 March 2019 for applicable new rulings and waivers to be
granted under the new listing rules.
A summary of all waivers granted and published by NZX in
the 12 months ending 30 June 2019 and relied on is available
on our website at www.chorus.co.nz/investor-info.
Non-standard designation
NZX has attached a ‘non-standard’ designation to Chorus
Limited because of the ownership restrictions in our
constitution (described above).
ASX disclosures
Chorus Limited and its subsidiaries are incorporated in
New Zealand.
Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C
of the Australian Corporations Act 2001 dealing with the
acquisition of shares (including substantial shareholdings
and takeovers).
Our constitution contains limitations on the acquisition
of securities, as described above.
For the purposes of ASX listing rule 1.15.3 Chorus Limited
continues to comply with the NZX listing rules.
Registration as a foreign company
Chorus Limited has registered with the Australian Securities
and Investments Commission as a foreign company and has
been issued an Australian Registered Body Number (ARBN)
of 152 485 848.
Net tangible assets per security
As at 30 June 2019, consolidated net tangible assets per
share was $1.64 (30 June 2018: $1.78).
Net tangible assets per share is a non-GAAP financial
measure and is not prepared in accordance with NZ IFRS.
Revenue from ordinary activities and net profit
In the year ended 30 June 2019:
• Revenue from ordinary activities decreased 2% to
$970 million (30 June 2018: $990 million); and
• Profit from ordinary activities after tax, and net profit,
attributable to shareholders decreased 38% to $53 million
(30 June 2018: $85 million).
Subsidiaries
Chorus New Zealand Limited (CNZL)
Directors as at 30 June 2019: Patrick Strange, Jon Hartley,
Mark Cross, Prue Flacks, Murray Jordan, Jack Matthews,
Anne Urlwin, Kate McKenzie.
No directors resigned from, or were appointed to, CNZL
during the year to 30 June 2019.
Current CNZL directors are also Chorus Limited directors
and do not receive any remuneration in their capacity as
CNZL directors.
Chorus LTI Trustee Limited (CLTL)
Directors as at 30 June 2019: Prue Flacks, Murray Jordan
and Jack Matthews.
No directors resigned from, or were appointed to, CLTL
during the year to 30 June 2019.
Current and former directors of CLTL did not receive any
remuneration in their capacity as directors of CLTL.
Other subsidiaries
Chorus Limited has no other subsidiaries.
Annual Report 201999
Glossary
ASX Corporate
Governance Code
ASX Corporate Governance Council’s
Corporate Governance Principles and
Recommendations (3rd edition).
Backbone networkFibre cabling and other shared network
elements required either in the common
areas of multi-dwelling units to connect
individual apartments/offices, or to serve
premises located along rights of way.
BackhaulThe portion of the network that links
local exchanges to other exchanges
or retail service provider networks.
Bandwidth
fibre access
A fibre service that provides dedicated
bandwidth between customers
and their retail service provider’s
equipment in the local exchange.
BasebandA technology neutral voice input
service that can be bundled with
a broadband product or provided
on a standalone basis.
BoardChorus Limited’s Board of Directors.
Building block
model
A methodology used for regulating
monopoly utilities. Under BBM a
regulated supplier’s allowed revenue
is equal to the sum of the underlying
components or ‘building blocks’,
consisting of the return on capital,
depreciation, operating expenditure and
various other components such as tax.
ChorusChorus Limited and subsidiaries.
CIPCrown Infrastructure Partners,
the Government organisation that
manages New Zealand’s rollout of
Ultra-Fast Broadband infrastructure.
CommissionCommerce Commission –
the independent Crown Entity
whose responsibilities include
overseeing the regulation of the
telecommunications sector.
ConstitutionChorus Limited’s Constitution.
CPIConsumers Price Index (inflation).
Direct fibre accessAlso known as ‘dark’ fibre, a fibre service
that provides a point to point fibre
connection and can be used to deliver
backhaul connections to mobile sites.
DirectorA director of Chorus Limited.
EBITDAEarnings before interest, income tax,
depreciation and amortisation.
EMTNEuropean Medium Term Notes.
FYFinancial year – twelve months
ended 30 June. e.g. FY19 is from
1 July 2018 to 30 June 2019.
GbpsGigabits per second. A measure of
the average rate of data transfer.
GigabitThe equivalent of 1 billion bits. Gigabit
Ethernet provides data transfer rates
of about 1 gigabit per second.
GPONGigabit Passive Optical Network.
IPInternet Protocol.
ITInformation Technology.
Layer 2The data link layer, including broadband
electronics, within the Open Systems
Interconnection model. Layer 1 is the
physical cables and co-location space.
MbpsMegabits per second – a measure of
the average rate of data transfer.
NZ IFRSInternational Financial Reporting
Standards – the rules that the financial
statements have to be prepared by.
P2PWhere two parties or devices are
connected point-to-point via fibre.
RABRegulatory Asset Base refers to
the value of total investment by a
regulated utility in the assets which
will generate revenues over time.
RBIRural Broadband Initiative – refers to
the Government programme to improve
and enhance broadband coverage in
rural areas between 2011 and 2016.
shareMeans an ordinary share in Chorus.
TSOTelecommunications Services
Obligation – a universal service
obligation under which Chorus
must maintain certain coverage and
service on the copper network.
TSRTotal shareholder return.
UFBUltra-Fast Broadband refers to the
Government programme to build a fibre
to the premises network to about 85%
of New Zealanders. UFB1 refers to the
original phase of the rollout to 75% of
New Zealanders. UFB2 and UFB2+ were
subsequent phases announced in 2017.
VDSLVery High Speed Digital Subscriber
Line – a copper-based technology
that provides a better broadband
connection than ADSL.
Annual Report 2019100
Disclaimer
This annual report:
• May contain forward looking statements. These statements
are not guarantees or predictions of future performance.
They involve known and unknown risks, uncertainties and
other factors, many of which are beyond Chorus’ control,
and which may cause actual results to differ materially
from those expressed in the statements contained in this
annual report.
• Includes statements relating to past performance.
These should not be regarded as reliable indicators of
future performance.
• Is current at its release date. Except as required by law or
the NZX and ASX listing rules, Chorus is not under any
obligation to update this annual report or the information
in it at any time, whether as a result of new information,
future events or otherwise.
• Contains non-GAAP financial measures, including EBITDA.
These measures may differ from similarly titled measures
used by other companies because they are not defined by
GAAP. Although Chorus considers those measures provide
useful information they should not be used in substitution
for, or isolation of, Chorus’ audited financial statements.
• May contain information from third parties Chorus
believes reliable. However, no representations or
warranties are made as to the accuracy or completeness
of such information.
• Should be read in the wider context of material previously
published by Chorus and released through the NZX and ASX.
• Does not constitute investment advice or an offer or
invitation to purchase Chorus securities.
Annual Report 2019101
chorus.co.nz
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---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 8 May 2019
Results for announcement to the market
Name of issuer Chorus Limited
Reporting Period Year ended 30 June 2019
Previous Reporting Period Year ended 30 June 2018
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$970,000 Down 2%
Total Revenue $970,000 Down 2%
Net profit/(loss) from
continuing operations
$53,000 Down 38%
Total net profit/(loss) $53,000 Down 38%
Interim/Final Dividend
Amount per Quoted Equity
Security
$ 0.135000
Imputed amount per Quoted
Equity Security
$0.052500
Record Date 24 September 2019
Dividend Payment Date 8 October 2019
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.64 $1.78
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This announcement should be read in conjunction with the
attached annual report, audited financial statements for the year
ended 30 June 2019 contained in that report, media release and
investor presentation.
Authority for this announcement
Name of person
authorised
to make this announcement
David Collins
Chief Financial Officer
Contact person for this
announcement
Brett Jackson
Investor Relations Manager
Contact phone number
+64 27 488 7808
+64 4 896 4039
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP
26/08/2019
Audited financial statements accompany this announcement.
---
Distribution Notice
Updated as at 8 May 2019
Section 1: Issuer information
Name of issuer Chorus Limited
Financial product name/description Ordinary shares
NZX ticker code CNU
ISIN (If unknown, check on NZX
website)
NZCNUE0001S2
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies X
Record date 24/09/2019
Ex-Date (one business day before the
Record Date)
23/09/2019
Payment date (and allotment date for
DRP)
08/10/2019
Total monies associated with the
distribution
1
$59,303,901.00
Source of distribution (for example,
retained earnings)
Retained earnings
Currency New Zealand Dollars
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.18750000
Total cash distribution
3
$0.13500000
Excluded amount (applicable to listed
PIEs)
n/a
Supplementary distribution amount $0.02382353
Section 3: Imputation credits and Resident Withholding Tax
4
Is the distribution imputed Fully imputed
Partial imputation
No imputation
If fully or partially imputed, please
state imputation rate as % applied
100%
Imputation tax credits per financial
product
$0.05250000
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
4
The imputation credits plus the RWT amount is 33% of the gross distribution for the purposes of this form. If the distribution is fully
imputed the imputation credits will be 28% of the gross distribution with remaining 5% being RWT. This does not constitute advice
as to whether or not RWT needs to be withheld.
Resident Withholding Tax per
financial product
$0.00937500
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
3%
Start date and end date for
determining market price for DRP
23/09/2019 27/09/2019
Date strike price to be announced (if
not available at this time)
01/10/2019
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
New Issue
DRP strike price per financial product
$unknown
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
5pm (NZ time) 25/09/2019
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
David Collins
Chief Financial Officer
Contact person for this
announcement
Brett Jackson
Investor Relations Manager
Contact phone number
+64 27 488 7808
+64 4 896 4039
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP
26/08/2019
---
Corporate
governance
statement
Corporate Governance Statement 20192
This statement outlines the key aspects of our
corporate governance framework and was
approved by our Board on 26 August 2019.
Our Board regularly reviews and assesses our
governance policies, processes and practices to
identify opportunities for enhancement and to
ensure they reflect our operations and culture.
Corporate governance framework
As a New Zealand company listed on the NZX our
corporate governance policies and practices meet or
exceed the standards of that market. We have adopted
and fully followed the recommendations set out in the
NZX Corporate Governance Code.
Although we have an ASX “foreign exempt” listing status
1
we also continue to take the ASX Corporate Governance
Code into account in our governance practices and policies.
Our Board regularly reviews and assesses our governance
policies, processes and practices to identify opportunities
for enhancement.
Our corporate governance practices are outlined below and
in our annual report. Key corporate governance documents
are available at www.chorus.co.nz/governance.
Our Board’s role
Our Board is appointed by shareholders and has overall
responsibility for strategy, culture, health and safety,
governance and performance.
Summary2 of our Board’s roles and responsibilities,:
Culture• Leading culture “from the top” so our culture is consistent with our values
Strategy & performance• Engaging in ongoing strategy development
• Overseeing capital allocation
• Approving, and reviewing performance against, our strategy and business plans (including capital
expenditure and operating budgets)
Financial oversight
& reporting
• Overseeing our accounting and reporting systems and, where appropriate, approving our financial
and other reporting
• Overseeing and monitoring the performance of internal and external auditors
• Overseeing our control and accountability systems
• Overseeing long term capital management (balance sheet and dividend)
• Setting, monitoring and reviewing our internal audit plan
Risk management• Adopting and reviewing Chorus’ risk management framework, including setting the risk appetite
• Regularly reviewing principal risk reporting
Health & safety• Setting the strategy, culture and expectations in relation to health and safety
Board composition
& performance
• Reviewing and evaluating Board, Board committee and individual director performance
• Appointing members to Board committees
Governance• Overseeing corporate governance, including reviewing key governance documents
• Carrying out the functions specifically reserved to our Board and its committees under Board
approved policies and committee charters
• Monitoring compliance with our continuous disclosure obligations
People• Reviewing and approving remuneration and people strategies, structures and policies
• Appointing and removing our CEO, CFO and General Counsel & Company Secretary
• Assessing the measurable objectives set for, and progress towards achieving, our diversity and
inclusiveness goals
Significant transactions• Approving major capital expenditure and business activities outside the limits delegated
to management
Statement overview
1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX
listing rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.
2 Summary primarily drawn from our Charter but also from other supporting governance documents.
Corporate Governance Statement 20193
Director tenureBoard gender diversity
Board membership
Our Board’s skills, experience and composition supports
effective governance and decision making, positioning it
to add value.
Supported by the Nominations and Corporate Governance
Committee (NCGC) our Board regularly assesses its
composition utilising a skills matrix and annual evaluation
processes. Training is provided or recruitment undertaken
if new or additional skills or experience is required.
This ensures diversity of thought, skills and expertise and
that our Board remains aligned with our strategic direction.
Our constitution provides for a minimum of five and maximum
of 12 directors. As at 30 June 2019 we had eight directors
(seven independent directors and the managing director).
Directors are not appointed for specified terms. However, the
NZX listing rules require directors to retire at least once every
three years. Mark Cross is retiring by rotation and standing
for re-election at our 2019 ASM.
We recognise that women and ethnic minorities are still
under-represented in the leadership of New Zealand
businesses and our Board remains actively conscious of
this in its succession planning. More information on our
approach to diversity is set out in our annual report.
0–3 years
3–6 years
6+ years
Female
Male
25%
38%
37%
DirectorAppointedLast elected at ASM
Prue Flacks20112017
Jon Hartley20112017
Anne Urlwin20112018
Murray Jordan20152018
Patrick Strange20152018
Mark Cross20162016
Jack Matthews20172017
Kate McKenzie20172017
Our Board has determined that collectively its directors
have a broad range of managerial, financial, accounting
and industry skills and experience in the key areas set out
below. A summary of current directors’ skills, experience
and qualifications is set out in our annual report and on
our website at www.chorus.co.nz/governance.
As the Chorus business evolves, so too does the Board.
Chorus’ beginnings were focused on infrastructure build
and project management. With the success of the build,
we are increasingly focused on connecting customers and
their experience as well as future connectivity and innovation
opportunities. The Board considers it is important to balance
both specialist expertise and the ongoing need for strong
general commercial expertise.
The following table reflects the strengths of the current
Board based on a mix of key skills and experiences as are
currently relevant for Chorus.
62%
38%
Corporate Governance Statement 20194
Skill/experienceDescriptionCombined
Board
Capital markets
and investment
Experience in, and understanding of, capital markets, market regulation,
capital investment and the investor experience
Communications
connectivity and
technology
Understanding, expertise and/or experience in communications connectivity,
adopting new technologies, leveraging and implementing technologies
Governance –
financial, audit,
legal, listed company
Experience with, and a commitment to, high corporate governance standards
including in listed companies
Understanding financial business drivers, and/or experience implementing or
overseeing financial accounting, external reporting and internal financial controls
Physical infrastructure
and operations
including contracting,
safety and risk
Experience in leading, and/or understanding of, physical infrastructure
operations, including contracting
Commitment and experience in management of workplace safety
Experience anticipating and identifying key risks and monitoring the effectiveness
of risk management frameworks and controls
Governance –
executive experience
in large businesses
Executive experience in leading large businesses, developing and implementing
strategy and strategic objectives, assessing business plans and driving execution
Infrastructure
regulation
Understanding the current and developing regulatory environment, complexities
and actual and potential impacts
Expertise identifying and managing legal, regulatory, public policy and corporate
affairs issues
Customer
experience
Experience in customer-led transformation, customer focus and/or customer
centric organisations
Moderate experienceSome experienceSubstantial experience
Appointment
Our Board may appoint additional directors to our Board or
to fill a casual vacancy.
The independence, qualifications, skills and experience
needed for the future and those of existing Board members
are reviewed before appointing new directors. External
advisors are also engaged to identify potential candidates.
To be eligible for selection, candidates must demonstrate
appropriate qualities and satisfy our Board they will commit
the time needed to be fully effective in their role.
Appropriate checks are undertaken before a candidate
is appointed or recommended for election as a director,
including as to the person’s character, experience, education,
criminal record and bankruptcy history.
Shareholders may also nominate candidates for appointment
to our Board. In addition, under the agreements entered into
with Crown Infrastructure Partners (CIP) relating to our UFB
programme, CIP is entitled to nominate one person as an
independent director (they have never used this right). Should
this occur, our Board must consider this nomination in good
faith, but the appointment (and removal) of any such person
as a director is to be made by shareholders in the same way
as other directors.
We have written agreements with each non-executive
director setting out the terms of their appointment, including
obligations and responsibilities, compliance with our policies
(including code of ethics and securities trading) and ongoing
professional development.
No person who is an ‘associated person’ of a telecommunication
services provider in New Zealand may be appointed or hold
office as a director.
Corporate Governance Statement 20195
Director induction and professional
development
Our director induction programme ensures new directors are
appropriately introduced to management and our business,
acquaints directors with relevant industry knowledge and
familiarises them with key governance documents and
stakeholder relationships.
Our directors are expected to continue ongoing professional
development to ensure they maintain appropriate expertise
to effectively perform their duties.
We hold dedicated Board education sessions covering
a range of topical matters, both technical and cultural.
Visits to our operations, briefings from key management,
industry experts and key advisers, together with educational
and stakeholder visits, are also arranged for our Board.
Review and evaluation of Board performance
Our Board uses internally and externally facilitated
performance and evaluation processes overseen by our
NCGC. As part of this process our chair meets with directors
individually to discuss performance.
Our Board also formally engages in annual:
• Reviews of our Board chair and deputy chair, and chairs of
our standing Board committees;
• Confirmations of our Board chair and deputy chair, and
chairs of our standing Board committees; and
• Performance discussions of individual directors standing
for re-election.
In addition to Board performance reviews, our Board takes
a forward focused approach to future Board capability,
composition and the potential contribution of each
existing director.
An external review of Board, individual director, and
standing Board committee performance commenced
in the reporting period.
Independent advice
A director may, with our chair’s prior approval, obtain
independent professional advice (including legal advice)
and request the attendance of advisers at Board and
Board committee meetings.
Independence
All our directors are independent directors except for
Kate McKenzie, our CEO and managing director.
For a director to be considered independent our Board must
affirmatively determine he or she does not have a disqualifying
relationship as set out in our Board charter. These disqualifying
relationships reflect those set out in the NZX listing rules and
NZX and ASX corporate governance codes.
Our Board has not set financial materiality thresholds for
determining independence but considers materiality in the
context of each relationship and from the perspective of the
parties to that relationship.
Delegation of authority
Our Board has overall responsibility for strategy, culture,
health and safety, governance and performance.
Implementation of our Board approved strategy, business
plan and governance frameworks, and responsibility for
developing our culture and health and safety practices, is
delegated by the Board to management through the CEO.
As such our CEO (with the support of her executive team) is
responsible for Chorus’ day-to-day management, operations
and leadership, reporting to the Board on key performance,
management and operational matters.
Our CEO sub-delegates authority to her executive team and
they sub-delegate their authority to other Chorus employees
within specified financial and non-financial limits.
Formal policies and procedures govern the parameters and
operation of these delegations.
Three standing Board committees also assist our Board in
carrying out its responsibilities. Some Board responsibilities,
powers and authorities are delegated to those committees.
Other committees may be established and specific
responsibilities, powers and authorities delegated to those
committees and/or to particular directors.
Corporate Governance Statement 20196
Board committees
Board committees assist our Board by focusing on specific responsibilities in greater detail than is possible for the Board as
a whole. Each standing Board committee has a Board approved charter and chair. Committee members are appointed by
our Board.
Audit and Risk Management Committee (ARMC)
RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and
financial reporting
MembersAnne Urlwin (chair), Jon Hartley, Mark Cross
IndependenceAll committee members are independent directors
Responsibilities• Overseeing the quality and integrity of external financial reporting, financial management and internal controls
• Regularly reviewing principal risk reporting
• Recommending to our Board the appointment, and if necessary removal, of the external auditor
• Assessing the adequacy of the external audit and independence of the external auditor
• Reviewing and monitoring the internal audit plan and reporting
• Overseeing the independence and objectivity of the internal audit function
• Reviewing compliance with applicable laws, regulations and standards
People Performance and Culture Committee (PPCC)
RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies
MembersPrue Flacks (chair), Murray Jordan, Jack Matthews
IndependenceAll committee members are independent directors
Responsibilities• Reviewing people and remuneration strategies, structures and policies
• Approving annual remuneration increase guides and budgets
• Reviewing candidates for, and the performance and remuneration of, our CEO
• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports
(except our CFO and General Counsel & Company Secretary whose appointment is approved by our Board)
• Reviewing our CEO’s performance evaluation of her executive direct reports
• Developing and annually reviewing and assessing diversity and its reporting
• Overseeing recruitment, retention and termination policies and procedures for senior management
• Making recommendations (including proposing amendments) to our Board with respect to senior executive
(including CEO) incentive remuneration plans
• Annually reviewing non-executive director remuneration
Nominations and Corporate Governance Committee (NCGC)
RoleOur NCGC assists our Board in overseeing and promoting continuous improvement of corporate governance
at Chorus
MembersPatrick Strange (chair), Jon Hartley, Prue Flacks
IndependenceAll committee members are independent directors
Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees
• Reviewing the size, independence, qualifications, skills, experience and composition of our Board
• Developing, reviewing and making recommendations to our Board on corporate governance principles
• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board
committee, and individual director performance
• Developing and reviewing Board succession planning (including for the Board chair)
• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics
• Reviewing and overseeing director induction and ongoing professional development
Our
Shareholders
Chorus
Limited Board
CEO
Executive
Team
Our
People
Audit and Risk
Management Committee
People Performance and
Compensation Committee
Nominations and Corporate
Governance Committee
Corporate Governance Statement 20197
Board chair and deputy chair
Our chair is elected by the Board and must be a
non-executive, independent director.
The chair’s responsibilities include:
• Leading the Board;
• Setting the agenda for Board meetings in consultation
with the CEO;
• Facilitating the effective contribution of all directors; and
• Promoting constructive relationships between directors
and management.
The chair’s other commitments must not hinder his or her
effective performance in the role.
The Board has appointed an independent director as deputy
chair to undertake chair’s duties in her/his absence and
assist our chair (including leading the annual review of our
chair’s performance).
Health & Safety
We are committed to taking all reasonably
practicable steps to ensure a healthy, safe and
secure environment for our people and anyone
who is in the vicinity of our workplaces.
We are committed to an open reporting culture and
continuous improvement. We have zero tolerance for major
injuries or fatalities. No business objective is prioritised over
the health and safety of any person.
Our Board has a terms of reference setting out its roles and
responsibilities in relation to health and safety at Chorus
which is reviewed every two years.
Our Board ensures appropriate policies and procedures
are adopted and implemented and reviews the monitoring,
identification reporting and management of significant health
and safety risks.
Health and safety is discussed at scheduled Board meetings
with our Board receiving reports from management containing
comprehensive summaries of health and safety activity and
outcomes, including data on all actual health and safety
incidents, near misses, breaches, subsequent investigations
(including assessment of root causes) and remedial actions.
Our Board receives additional quarterly reports on progress
against our annual health and safety plan and all directors
carry out at least two health and safety site visits each year.
People
Managing performance
Our performance management approach is based on
fostering and rewarding valuable business outcomes.
Our people have performance and development plans,
which are regularly reviewed with their people leaders.
Performance plans are developed to connect our people
with our strategy, their functional plans and individual roles.
Performance plans include outcome based objectives,
behavioural measures and an individual development plan.
Formal performance reviews were undertaken for all our
people during the year. As part of this, people leaders sought
feedback and participated in peer review and moderation
sessions, resulting in an overall performance ratings and
remuneration recommendations determining an individual’s
total pay (fixed remuneration and variable).
A similar process is undertaken each year for our executive
team, with our CEO making recommendations to our PPCC
for executive team members, and our PPCC leading the
performance review of our CEO, making recommendations
to our Board. These processes are consistent with those set
out in our PPCC charter, allow our Board to provide input
into individual performance outcomes, total reward approvals
(fixed and variable) and development plans and
were undertaken in the year ended 30 June 2019.
We have written agreements with our managing director
and each of our senior executives setting out the terms and
conditions of their employment.
Corporate Governance Statement 20198
Managing risk
Like all businesses, we are exposed to a range
of risks. Our risk management activities aim
to ensure we identify, prioritise and manage
key risks so we can execute our strategies and
achieve our goals.
Risk management
No business can thrive without taking on risk. Effective risk
management is about informed risk taking and appropriate
and active management of risks.
We seek to understand and respond to our current and future
business environment; and to actively seek and robustly
evaluate opportunities and initiatives which protect and
achieve our business strategies. We strive to understand,
meet and appropriately balance stakeholders’ expectations
to deliver value to shareholders and a sustainable
environment for Chorus in the long term.
Our Board
Our Board is ultimately responsible for risk management
governance:
• Annually setting risk appetite and tolerances and reviewing
principal risks;
• Approving and regularly reviewing our Managing Risk
Policy and supporting framework;
• Promoting a culture of proactively managing risk; and
• Through our ARMC, providing risk oversight and monitoring.
Risk appetite
Our risk appetite sets our tolerable levels of risk. It forms
a dynamic link between strategy, target setting and risk
management and sets boundaries for day-to-day decision
making and reporting.
Principal risks
Principal risks are our key risks. These are assessed on a risk
profile identifying likelihood of occurrence and potential
severity of impact. Current principal risk categories are
identified via a comprehensive enterprise risk management
framework encompassing financial and non-financial risks.
They include, anticipating and responding to:
• Customer/market risks: customer service and experience;
revenue growth and market changes;
• Operational risks: e.g. network and IT quality, availability
and resilience; delivering effective and quality outcomes
(including with service partners); labour market risks;
• People & culture: e.g. health & safety; engagement;
capability; talent and change management;
• Regulatory risks and broader societal expectations: e.g.
working within the regulatory and legal environment, and
broader societal expectations;
• Capital management: e.g. working within appropriate
capital management settings.
Our climate change risks are reviewed as part of our
operational risks (see the Enabling Climate Action section in
our annual report).
Risk management processes
Our Managing Risk Policy sets out how we manage our risks,
including by:
• Having a single risk management framework;
• Providing the CEO and executive team with discretion to
manage risk within the guidance provided in our framework;
• Balancing the level of control implemented to mitigate
identified risks with our commitment to comply with
external regulation and governance requirements and
Chorus’ value and growth aspirations; and
• Meeting good practice standards for risk management
processes and related governance.
Principal risks are owned by relevant executives. This promotes
integration into operations and planning and a culture of
proactive risk management. Notwithstanding individual
ownership, our CEO and executive hold collective responsibility
for considering how risk and events interrelate and for
managing our overall risk profile.
Principal risks are reported to our ARMC quarterly and,
if necessary, also by exception. Principal Risk owners support
the regular reporting from the Manager of Risk & Business
Assurance by providing “deep dives” on the risks they own.
Our ARMC reports to our Board.
Corporate Governance Statement 20199
Principal risks are assessed with each responsible executive
and collectively with the executive team before being
reported to the ARMC. This allows for constructive challenge
and debate. Underlying risk assessment and monitoring
practices are undertaken by each principal risk owner with
assistance from our Manager Risk & Business Assurance.
Our Board also receives management and other internal and
external reporting over risk positions and risk management
operation (including from internal audit plans approved by
the ARMC) through our overall governance framework.
Our risks are not static. Our CEO and executive regularly seek
to identify emerging risks in line with our strategic direction
and risk management framework.
Before our Board approves the financial statements, our CEO
and CFO provide a certificate as to the appropriateness of
those financial statements.
Internal audit
We operate a co-sourced internal audit model with our
Manager Risk & Business Assurance supported by external
advisors PricewaterhouseCoopers to provide additional
resource and specialist expertise as required.
The responsibilities of our internal audit function include:
• Assisting our ARMC and Board in their assessment of
internal controls and risk management;
• Developing an internal audit plan for review and approval
by the ARMC each year;
• Executing the plan and reporting progress against it,
significant changes, results and issues identified; and
• Escalating issues as appropriate (including to our ARMC
and/or Board chairs).
Our executive team and ARMC monitor key outstanding
internal audit issues and recommendations as part of regular
reporting and review, including the timeliness of resolution.
Our ARMC has direct and unrestricted access to our internal
audit function, including meeting them without management.
Our Manager Risk & Business Assurance has a management
reporting line to our General Counsel & Company Secretary
and a direct reporting line to our ARMC. Our ARMC reviews
the remuneration and incentive arrangements of our
Manager Risk & Business Assurance each year.
External auditor
Our Board and ARMC monitor the ongoing independence
and quality of our external auditor. Our ARMC also meets
with our external auditor without management present.
Our ARMC charter and External Auditor Independence Policy
amongst other things:
• Prohibit the provision of certain non-audit services by our
external auditor;
• Require ARMC approval of all audit and permitted
non-audit services;
• Require our client services partner and lead/engagement
partner to be rotated every five years (with a five year
cooling off period) and other audit partners to be rotated
every seven years (with a two year cooling off period);
• Require our ARMC to review our external auditor’s fees half
yearly (including the ratio of fees for audit vs. non-audit
services); and
• Impose restrictions on the employment of former external
audit personnel.
The non-audit services undertaken by our external auditor
KPMG in the year to 30 June 2019 are set out in note 10 of
the financial statements in our annual report. Those services
were provided in accordance with our ARMC charter and
External Auditor Independence Policy and did not affect
KPMG’s independence, including because:
• They were approved only where we were satisfied they
would not have a material bearing on KPMG’s external
audit procedures; and
• They did not involve KPMG acting in a managerial or
decision-making capacity.
KPMG confirm their independence via independence
declarations every six months.
Our external auditors attend our ASM each year.
The risk and
control environment
2. Risk assessment and ratings
– Risk assessment (likelihood and impact)
– Risk ratings (critical, high, medium, low)
5. Annual risk reviews
– Completeness,
accuracy and validity
of principal risks
– Effectiveness of the
risk management
process
1. Risk identification and description
– Risk identification and description
– Recording principal risks
3. Risk mitigations
– Risk responses
– Mitigating controls
– Action plans
4. Regular risk reporting
– Mitigation status
– Risk trends
– Current and potential risks
– Action plan status
Assurance
Management assurance
Independent assurance
(including internal audit,
external audit)
Corporate Governance Statement 201910
Acting ethically
Codes of ethics
Directors and employees are expected to act honestly and
with high standards of personal integrity. Codes of ethics
for our directors and employees set the expected minimum
standards for professional conduct. These codes facilitate
behaviours and decisions that are consistent with our values,
business goals and legal and policy obligations, including in
respect of:
• Conflicts of interest;
• Gifts and personal benefits;
• Anti-bribery and corruption;
• Use of corporate property, opportunities and information;
• Confidentiality;
• Compliance with laws and policies; and
• Reporting unethical behaviour.
We have communicated our codes of ethics and provided
training to our directors and employees. Our people are also
encouraged to report any unethical behaviour. All reported
breaches are investigated.
Other policies reinforce the behaviours we expect at
Chorus, including:
• Bribery & gifts: Acceptance of bribes, or gifts/other
benefits which could be perceived as influencing decisions,
are prohibited under our codes of ethics policies. Our Gifts
and Entertainment Policy sets out the parameters within
which gifts and entertainment may be accepted and our
approval processes for gifts and entertainment over $150.
• Anti-bullying, Harassment and Discrimination: Our Anti-
bullying, Harassment and Discrimination Policy reinforces
our commitment to a psychologically and physically
safe working environment including our zero tolerance
approach to bullying, harassment and discrimination.
• Whistle blowing and fraud: Our Whistle Blowing
and Fraud policies allow for confidential reporting of
serious misconduct or wrongdoing and suspected fraud
or corruption.
While we did not receive any reports of serious instances
of unethical behaviour by our employees in the year to 30
June 2019, we did unfortunately receive reports of alleged
unethical behaviour by some sub-contractors used by our
service company partners. As noted in our annual report,
we, and an independent reviewer, fully investigated these
allegations. We, with our service company partners, have
announced the steps we are taking aimed at creating
consistently fair conditions, in line with employment laws,
for all workers in the Chorus supply chain and are committed
to doing the right thing by people working on our behalf.
Trading in Chorus securities
All non-executive directors are encouraged to hold Chorus
shares. It is the Board’s intention that each director will,
subject to chair discretion, hold at a minimum shares equal in
value to one year’s, post-tax, director base fees, accumulated
over the first 3 years in office.
All trading in Chorus securities by directors and employees
must be in accordance with our Securities Trading Policy.
That policy prohibits trading in Chorus securities while in
possession of inside information and requires, amongst
other things:
• Directors to notify, and obtain consent from, the chair
(or in the chair’s case, the ARMC chair) before trading; and
• Employees identified as potentially coming across market
sensitive information (“restricted persons”), to obtain
consent from our General Counsel & Company Secretary
(or in our General Counsel & Company Secretary’s case,
our Board chair) before trading.
Trading in Chorus shares or NZX listed bonds by directors is
disclosed to our Board, the NZX and ASX. Trading by “senior
managers” is disclosed to the NZX.
Market disclosures
We are committed to providing timely, factual and accurate
information to the market consistent with our legal and
regulatory obligations.
We have a Board approved Disclosure Policy and a CEO
approved Market Disclosure Policy setting out our disclosure
practices and processes in more detail.
Our disclosure policies are designed to ensure:
• Roles of directors, executives and employees are clearly
set out;
• Appropriate reporting and escalation mechanisms
are established;
• There are robust and documented confidentiality protocols
in place where appropriate; and
• Only authorised spokespersons comment publicly, within
the bounds of information which is either already publicly
known or non-material.
Our approach to tax
We take our tax obligations seriously and work closely with
Inland Revenue to ensure we meet our tax obligations.
We obtain external advice and Inland Revenue’s views
(through informal correspondence, determinations or rulings)
in respect of unusual or material transactions.
As we operate only in New Zealand all our tax is paid in
New Zealand at the prevailing corporate tax rate (currently
28%). We have paid all taxes we owe and all tax compliance
obligations are up to date.
Corporate Governance Statement 201911
Stakeholder
engagement
Shareholder engagement
We are committed to fostering constructive relationships
with shareholders that encourage engagement with us,
including by:
• Communicating effectively with them;
• Giving ready access to balanced and understandable
information;
• Making it easy for shareholders to participate in general
meetings; and
• Maintaining an up to date website providing information
about our business.
Our investor relations programme is designed to further
facilitate two-way communication with shareholders,
provide them and other market participants with an
understanding of our business, governance and performance
and an opportunity to express their views. As part of this
programme we enable investors and other interested parties
to ask questions and obtain information, meet with investors
and analysts and undertake formal investor presentations.
Our annual and half year results presentations are made
available to all investors via webcast.
Annual meetings are held in a main centre and webcast to
enable shareholders to view and hear proceedings online.
We enable shareholders to vote by proxy ahead of meetings
without having to physically attend or participate in those
meetings and adopt the one share one vote principle,
conducting voting at shareholder meetings by poll.
Because of the ownership restrictions contained in our
constitution, there may be rare circumstances where,
in the event that the restriction is breached, our Board may
prohibit the exercise of voting rights. More information on
our ownership restrictions is included in our annual report
and in our constitution.
We consider that shareholders should be entitled to vote
on decisions which would change the essential nature of
our business.
Shareholders are also able to ask questions of, and express
their views in respect of, our Board, management and
auditors (including via appointed proxies) at and before
annual meetings.
We encourage shareholders to communicate with us and
our share registrar electronically, including by providing
email communication channels and online contact details
and instructions on our website.
Stakeholder survey
We conduct an annual survey of a diverse group of
stakeholders to gauge perceptions of our performance
and identify any matters that may require further attention.
These stakeholders include investors and analysts, business
leaders, central and local government, media,
and telecommunications industry organisations.
ARBN 152 485 848
---
We’re on the fast-track to our goal of
keeping New Zealand new, with the fibre
rollout now 80% complete and more than
half of our broadband connections on fibre.
When we signed up for the original ultra-fast broadband (UFB)
contract with the Government in 2011, we had a target of 20%
fibre uptake by 2020. This year, demand for fibre was stronger
than ever. We completed a record 186,000 fibre installations,
up from 156,000 last year, and fibre uptake within our UFB areas
grew from 45% to 53%. That’s all the more impressive when you
consider we built the network past another 176,000 homes and
businesses during FY19.
Demand for data also keeps growing, reflecting the ever
increasing range of online streaming content and the proliferation
of connected devices in the home. Monthly average household
data usage on copper and fibre connections across our network
increased by 55 gigabytes (GB) to 265GB. Fibre customers use
an average of 341GB. Pleasingly, we’ve seen a growing proportion
of customers opt for higher speed connections, with uptake of
1 gigabit per second (Gbps) plans increasing from 7% to 10% of
our consumer connections in the period.
We completed a number of significant initiatives during the year
as part of our ongoing transformation programme to optimise
our business for a fibre-centric future. Despite some impact from
individual retailer processes, we lifted overall customer satisfaction
from 7.5 to 7.7 out of ten. This reflected our collaboration with
our industry partners to redesign our processes and reduce the
effort required by most fibre installations to just one customer
appointment. Our people have been critical to embracing this kind
of customer design-led change. We achieved a score of 7.6 out of
10 in our annual engagement survey, consistent with the middle of
our international ‘technology’ company benchmark, and a positive
net promoter score of 28.
dear
investors
Letter to investors:
FY19 full year result
1 Earnings before interest, income tax, depreciation and amortisation
(EBITDA) is a non-GAAP profit measure. We monitor this as a key
performance indicator and we believe it assists investors in assessing
the performance of the core operations of our business.
2 A new engagement survey provider means FY18 data isn’t directly comparable.
3 Based on the mean response to “How likely are you to recommend your
company as a place to work?”
4 Net Promoter Scores can range from -100 to 100 and are calculated by
subtracting the percentage of detractors (0-6 engagement score) from
the percentage of promoters (9-10 engagement score).
FY19 result overview
Fibre connectionsNet profit after tax
FY19
610,000
FY18
445,000
FY19
$53m
FY18
$85m
Fixed line connectionsBroadband connections
FY19
1,196,000
FY18
1,187,000
FY19
1,450,000
FY18
1,526,000
EBITDA
1
Dividend
FY19
23cps
FY18
22cps
FY19
$636m
FY18
$653m
Customer satisfaction
Employee engagement score
2
FY19
FY19
28
Net Promoter
Score
4
FY19
7. 7 out of 10
(target 7.9)
7. 6 out of 10
3
FY18
7.5
Dividend reinvestment plan for shareholders
A dividend reinvestment plan is available to our Australian and
New Zealand resident shareholders with a discount rate of 3%
for the 8 October 2019 dividend payment.
If you haven’t previously registered to participate and wish
to do so, you’ll need to have registered your participation by
5:00pm (NZ time) on 25 September 2019.
You can register by logging into our Computershare profile
at www.investorcentre.com/nz or downloading the
Participation Notice at www.chorus.co.nz/dividends and
returning it to Computershare.
The full terms of the reinvestment plan can be read in our Offer
Document dated February 2016 at www.chorus.co.nz/dividends,
or you can request a copy free of charge. Our most recent
audited financial statements, and auditor’s report, are included
in our 2019 annual report, which is available free of charge on
request and at www.chorus.co.nz/financial-results.
We were pleased to have legislation enacting a new
regulatory framework for fibre passed by Parliament
in November. We’ve begun assisting the Commerce
Commission with the information it requires as it goes
through the process of establishing the value of our
regulated asset base and our allowable fibre revenues.
The utility-style regime is expected to apply to our fibre
access services from January 2022.
We had a strong year for broadband connections, with an
increase of 9,000 lines. This was a significant jump from a
gain of just 1,000 broadband lines in FY18 and reflects our
ongoing initiatives to win broadband customers from cable
and fixed wireless networks in our own fibre areas, together
with premises growth nationwide. Although broadband
connections grew, it was outweighed by the ongoing
reduction in our copper lines and we ended FY19 with 76,000
less fixed line connections overall. This was consistent with
connection losses in the prior year and reflects other fibre
companies reducing our copper broadband connections in
areas where we’re not the Government’s UFB partner, as well
as large retailers migrating voice only customers onto their
own wireless networks.
We’re 80% of the way to our target of building our fibre
network past approximately 1.36 million homes and
businesses by the end of 2022. We’ve started taking fibre
to some of the more than 300 smaller towns for the
extension of the original UFB rollout (UFB2), where fibre
promises to deliver even greater socio-economic benefits.
The fibre rollout remains on time and on budget and, with
copper investment reducing and a positive performance on
connection costs, we were able to limit capital expenditure
to $804 million for the year. This was slightly below the lower
end of our guidance range, of $820 million to $860 million,
and heralds the beginning of reducing capital expenditure
as we pass the peak of the UFB rollout schedule.
Reduced connection revenues meant we achieved EBITDA of
$636 million, within our guidance range, but down from $653
million in FY18. This was partly offset by our transformation
initiatives and a tight rein on costs, with operating expenses
slightly lower than in FY18 despite increased regulatory and
network related expenses. We achieved this by adopting
new digital processes and tools to deliver benefits across our
business, as well as for our retailers and their customers.
New online tools, for example, helped reduce network
maintenance costs by avoiding unnecessary technician visits.
Net profit after tax reduced to $53 million, from $85 million
in FY18, largely because of increased interest costs and
depreciation and amortisation. A fully imputed final dividend
of 13.5 cents per share will be paid on 8 October 2019,
bringing total dividends for FY19 to 23 cents per share
Outlook
Within six months’ time we’ll have completed the rollout
of fibre across our original UFB contract areas. This means
the intensity of our organisational focus on building the
fibre network is now reducing, with annual rollout volumes
slowing through to the end of 2022. As we continue the work
already underway to reshape our business, our emphasis is
shifting to what’s required to maintain and operate
our network.
Our overarching strategy remains simple. We’ll keep
connecting as many customers to fibre as fast as we can,
while continuing to do everything we can to improve
customer satisfaction. Digital platforms are the key to this
and form a central part of our ongoing transformation
programme focussed on streamlining our business.
The pace of fibre uptake has encouraged us to accelerate
some aspects of this programme, so we can optimise our
operations earlier than previously expected.
For example, a new service company gateway will help us
keep retailers and customers better informed about progress
with their provisioning or fault-related activity. We’re also
consolidating and simplifying our management of customer
interactions into a single system. Ultimately, we believe most
premises already connected by fibre should be zero touch
for activating broadband service and any service issues
should largely be able to be resolved remotely.
Despite some of the competitive challenges we face,
particularly the decline in voice only connections, we remain
focussed on our aspiration of returning to modest EBITDA
growth in FY20. Our modernisation activities will help
remove legacy system constraints and merge some teams
within our business. Declining copper connection volumes
also present an opportunity for us to realise maintenance
and capital expenditure savings in some areas. However, this
doesn’t mean we’ll stop looking after the copper network.
Faults on the copper network remain relatively infrequent,
averaging about once every five years, and usually take less
than 24 hours to repair.
The Commission has indicated it will develop a copper
withdrawal code for the industry by mid-2020. Naturally,
we’ll take a customer-centric approach and inform
consumers well in advance and in accordance with the new
code. While we’re starting to plan for when we might start
switching off parts of the copper network in our fibre areas,
that’s still some time in the future and it will be on a street-
by-street basis, subject to factors such as fibre uptake. In
the interim, we believe retailers need to take care to avoid
creating consumer confusion about the timeframes for
copper switch-off. Some consumers appear to have been
advised that they need to disconnect from the copper
network when that isn’t the case.
Strong fibre demand is expected to continue, supported by
our migration programme and incentive campaigns, as well
as the upcoming Rugby World Cup. This should drive further
Figure 1:
Fibre installations and customer experience
InstallationsCustomer satisfaction (right axis)
0
20,000
FY16FY17FY18FY19
40,000
6.8
6.9
60,000
7
80,000
7. 3
7. 2
7. 1
100,000
7.4
7.6
7. 5
140,000
120,000
7.7
7. 8
180,000
160,000
200,000
Number of installations
Customer satisfaction
average revenue per user (ARPU) growth as customers
increasingly recognise the benefits of higher speed plans.
Commercialisation of our new data centre services and the
promotion of business products with enhanced restoration
times are other revenue priorities. We’re also continuing
to enhance our interaction with land developers given the
ongoing growth in new premises nationwide.
We’re positive about the future for fibre, but we also
acknowledge that technology can change quickly in our
industry. It’s important that these risks are recognised and
that investors have a fair opportunity to earn a return on, and
of, the substantial investment we’ve made to bring fibre to
New Zealand homes and business. This has occurred well
ahead of most other countries in the world and we continue
to invest ahead of demand to enable the network capacity
and resilience needed for reliable high-speed broadband.
In Europe, regulators have acknowledged the risk involved in
fibre investment by allowing a rate of return higher than that
allowed for legacy network investment. Our investors were,
therefore, surprised by the Commission’s initial views on
some of the parameters that will shape our allowable return
on the fibre network. These parameters potentially implied
one of the lowest cost of capital calculations for a regulated
utility in New Zealand. Our focus is on providing clear
evidence to the Commission through its ongoing processes
to ensure our investors’ concerns are fully and fairly reflected
in future decisions.
We believe New Zealand’s best interests are served by
the continued development of vibrant retail competition
for broadband and that open access wholesale networks are
critical to this. A combination of a lack of competitive
intensity, a lack of clarity for consumers, and cross-subsidies
between mobile and fixed wireless services, may create
structural advantages over other retailers. That’s why, with
the auction of the first blocks of 5G spectrum scheduled to
occur in 2020, we’ve encouraged regulatory and government
bodies to consider including allocation requirements that
help ensure competition continues to emerge.
We agree with the Commission’s preliminary mobile market
review finding that 5G deployment will likely involve infrastructure
sharing, given the use cases for 5G investment remain unclear.
We’ve already begun trialling small cell deployments with mobile
operators, building on the success of earlier innovation trials to
identify alternative uses for our assets.
Infrastructure sharing at a wholesale level makes good
economic sense for New Zealand, if it creates a more level
playing field and fosters a healthier retail market. The UFB
rollout is clear evidence of this. As our industry evolves, we’ll
keep exploring opportunities to leverage our infrastructure to
help make New Zealand better.
Kate McKenzie to step down at end of 2019
Kate has advised the board of her intention to return home to
Austra
lia at the end of the year. Kate was named as Chorus
CEO in December 2
016 and the Board would like to thank
her for the superb work she has done leading Chorus. We’re
sorry to s
ee her go, but understand her desire to spend more
time with her Sydney-based family. She’ll leave with our very
best wishes and thanks for a job well done.
We’re well placed to take advantage of the opportunities
ahead as we move from building the fibre network to
opera
ting it, thanks to her tenure and leadership. Kate and
the Board are committed to an orderly transition, as she
remains focused on maintaining the progress made to date
and leading the excellent leadership team that is in place,
while her successor is selected.
We’ve been considering succession planning for some time,
and the process to appoint a successor is underway. We’ll
consider internal and external candidates for the role.
Thank you for your support of Chorus.
Kind regards
Patrick Strange
Chair
Figure 2:
Monthly average data usage per connection on our network
0
50
100
150
200
250
300
350
DEC 2015
DEC 2014DEC 2016
MAR 2017
JUN 2015
MAR 2015
SEP 2016
MAR 2016
JUN 2016
JUN 2017
SEP 2015
MAR 2018
SEP 2017
JUN 2018
SEP 2018
DEC 2018
MAR 2019
JUN 2019
DEC 2017
CopperFibreAverage
Data usage (GB)
If you’d like more detail on our financial results, the
annual report and a recorded webcast of our results
briefing will be available on our website at
www.chorus.co.nz/reports
Keeping New Zealand new
As a utility network operator, we take a long
term view. We want to make New Zealand
better, keeping it at the cutting edge
through our network infrastructure and the
connectivity we provide. Our copper VDSL
and fibre to the premises network makes
~600 exchanges
~37,000km duct network
~12,000 cabinets~290,000 poles
high-speed unlimited broadband available to
~90% of broadband capable lines nationwide.
About 100 retailers use our infrastructure to
deliver fixed line and mobile network services
to their customers. By the end of 2022 we’ll
have fibre available to ~1.36 million customers.
INNOVATION
New revenue
opportunities
PEOPLE
We're committed to
enabling our people
OPTIMISATION
We improve by getting
better at what we do
DIGITAL
Nothing happens
if it's not digital
WE’RE FOCUSSED ON
CUSTOMER
Transform customer
experience
Creating an environment
for our customers and
our people that optimises
today’s business and
allows us to innovate
for growth
WE’LL GET THERE BY
MAKE
NEW ZEALAND
BETTER
BECAUSE WE WANT TO
KEEP
NEW ZEALAND
NEW
WE’RE GOING TO
~52,000km fibre
~130,000km copper
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.
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