Chorus Limited/Announcement
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Chorus Full Year Results and Annual Report

Full Year Results25 August 2019CNUCommunication Services

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

DeploymentAvailable 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.

TechnologyLight 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.

CapacityDedicated 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.

SpectrumLight 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.

CostFibre 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
Directory

Registrars

NEW ZEALAND

Computershare Investor Services Limited

Private Bag 92119, Victoria Street West

Auckland 1142, New Zealand

P: +64 9 488 8777 F: +64 9 488 8787

E: enquiry@computershare.co.nz

investorcentre.com/nz

AUSTRALIA

Computershare Investor Services Pty Limited

GPO Box 3329, Melbourne 3001, Australia

FP: 1 800 501 366 F: +61 3 9473 2500

E: enquiry@computershare.co.nz

investorcentre.com/nz

Registered Offices

NEW ZEALAND

Level 10, 1 Willis Street

Wellington, New Zealand

P: +64 9 975 2983

AUSTRALIA

C/ – Allens Corporate Services Pty Limited

Level 4, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

ADR Depository

BNY Mellon Shareowner Services

PO Box 505000, Louisville, KY 40233-5000

United States of America

P: US domestic calls (toll free) 1 888 269 2377

P: International calls +1 201 680 6825

E: shrrelations@bnymellon.com

www.mybnymdr.com ARBN 152 485 848

---

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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