CDI: 2019 Annual Report
ANNUAL REPORT 2019
Cover: Prestons Park, Christchurch
Kewa Road subdivision, Auckland
CONTENTS
Directors’ Review 2
Board of Directors 3
Corporate Governance 4
Trend Statement & Financial Summary 10
Financial Statements 11
Independent Auditor's Report 28
Regulatory Disclosures 31
Statutory Information 33
Subdivision Location Map 36
Corporate Directory 37
The Directors of CDL Investments New Zealand Limited are pleased
to present the Annual Report of the Company for the year ended
31 December 2019.
Signed for and on behalf of the Board of Directors:
Colin Sim BK Chiu
Chairman Managing Director
20 March 2020 20 March 2020
This booklet is printed using
vegetable inks on certified
forest paper.
2 | CDL Investments New Zealand Limited
DIRECTORS' REVIEW
FINANCIAL PERFORMANCE
For the year ended 31 December 2019, CDL Investments New Zealand Limited (“CDI”) recorded a profit after tax of $34.1 million
(2018: $33.6 million). This result is the tenth consecutive year of profit growth for the company.
Property sales & other income totaled $91.8 million (2018: $85.0 million). Profit before tax also increased to $47.4 million (2018: $46.7 million).
Given slowing market conditions, the Board believes that this is a very creditable result.
At 31 December 2019 shareholders’ funds increased to $235.5 million (2018: $210.6 million) and total assets were $240.7 million
(2018: $217.6 million). Net tangible asset per share (at book value) was 84.5 cents (2018: 75.7 cents).
LAND PORTFOLIO
The independent market value of CDI’s land holdings was $315.6 million reflecting sales made in 2019 (2018: $337.8 million) as at
31 December 2019. At cost, the portfolio was valued at $182.7 million (2018:$169.7 million) in line with CDI’s accounting policies.
During the year, CDI acquired a total of 9.7 hectares of land in Hawkes Bay. Management is targeting further acquisitions but only if pricing
and location are competitive in line with the company’s investment criteria.
We announced in late December that sales of the first stages had commenced at our Dominion Road (Papakura, South Auckland) and Kewa Road
(North Shore, Auckland) subdivisions. Both of these developments are well located and well priced and we expect to recognise these sales in the
current year with development on further stages to be also undertaken as well.
The commercial areas located at Prestons Park (Canterbury) and Stonebrook (Rolleston, Selwyn District) are progressing well. Stonebrook is on track
for completion and letting out in the first half of this year with construction of Prestons Park due to be completed by the end of this year with
letting in early 2021.
DIVIDEND ANNOUNCEMENT
The Board has resolved to maintain its fully imputed ordinary dividend at 3.5 cents per share payable on 15 May 2020. The record date will be
1 May 2020. The Dividend Reinvestment Plan will apply to this dividend.
SUMMARY AND OUTLOOK
In the 2019 interim report, we noted that trading conditions were “challenging” and it is a credit to the work of the CDI team, particularly in the
latter part of 2019, that we have been able to a deliver a result better than the last few years in a slowing market. These challenges are set to
continue in 2020 but we are confident that the location and quality of our developments are in areas which have high demand and will prove
attractive to buyers.
The Board has set realistic goals for the year ahead and we are targeting an earnings result for 2020 which reflects current market conditions.
Shareholders can be confident that CDI has the land resources, the product expertise and the future pipeline to achieve positive earnings and
will be able to withstand the cyclical nature of the property markets.
On behalf of my fellow directors, I thank our staff for their contributions to a profitable result in 2019.
Colin Sim
Chairman
10 February 2020
CDL Investments New Zealand Limited | 3
COLIN SIM
(Chairman & Non-Executive Director)
Mr Sim is the executive chairman of the East Quarter Group of companies (East Quarter Hurstville, EQ Projects and EQ Constructions) (EQ)
in Australia. EQ is currently involved in the development and construction of residential units across New South Wales. Mr Sim is also an
executive director of Waterbrook Lifestyle Resorts (Waterbrook); an award-winning creator, developer and operator or luxury resort lifestyles
for retirees. Mr Sim has strong analytical skills and extensive experience in construction and property development/investment in Australia. He
studied Mechanical Engineering in London and has lived in Sydney, Australia for the last 40 years.
B K CHIU
(Managing Director / Member of the Audit Committee)
Mr Chiu is also the Managing Director of Millennium & Copthorne New Zealand Limited. Prior to joining the company, Mr. Chiu was Regional
Vice - President and Managing Director, Asia of Merisant Company. He holds a Masters degree in agricultural economics and marketing from
Massey University, Palmerston North.
ROY AUSTIN
(Independent Non-Executive Director / Chairman of the Audit Committee)
Mr. Austin has been a principal at Northington Partners, a private investment bank and is currently a Consultant to that firm. He has
extensive investment banking experience across a wide range of industries covering mergers, acquisitions, divestments, capital raising and
IP commercialisation. His practical experience also includes participation in local and international manufacturing, marketing and European
and New Zealand based private equity funds. In 2017 he was awarded a Companion of the New Zealand Order of Merit. He is a Chartered
Accountant and a member of the New Zealand Institute of Directors and CAANZ (Chartered Accountants Australia & New Zealand).
JOHN HENDERSON
(Independent Non-Executive Director / Member of the Audit Committee)
Mr. Henderson is currently the Managing Director of John Henderson Resources Limited and an Independent Director of Te Hoiere Asset
Holding Company Limited, Maara Moana Limited and Ding Bay Limited. In 2015, he was appointed by NZ Department of Conservation to the
Waipu Cove Reserve Board and was elected Board Chair. Previously, Mr. Henderson had a 28 year career with the Starwood Hotels and Resorts
Group holding various senior corporate management positions across Asia Pacific, Europe, and North America.
EIK SHENG KWEK
(Non-Executive Director)
Mr. Kwek is currently the Group Chief Strategy Officer of City Developments Limited (“CDL”) and has been in that role since 2018. Mr. Kwek
joined CDL in 2009, covering Business Development for overseas projects before being appointed as Head of Corporate Development.
He assumed his role as Chief Strategy Officer in 2014 and was additionally appointed Head, Asset Management in April 2016. Prior to
joining CDL, he was with the Hong Leong Group of companies in Singapore specialising in corporate finance roles since 2006.
He is also Executive Director of Millennium & Copthorne Hotels Limited, previously listed on the London Stock Exchange as Millennium
& Copthorne Hotels plc. He holds a Bachelor of Engineering in Electrical and Electronics Engineering from Imperial College of Science,
Technology and Medicine and a Master of Philosophy in Finance from Judge Business School, Cambridge University.
Mr. Kwek was appointed to the Board on 1 January 2020 and will be required to be elected by shareholders at the next annual
meeting of shareholders.
VINCENT YEO
(Non-Executive Director)
Mr. Yeo is Chief Executive Officer and Executive Director of M&C REIT Management Limited. From 1993 to 1998, he was Managing Director
of CDL Hotels New Zealand Limited (now Millennium & Copthorne Hotels New Zealand Limited) and CDL Investments New Zealand Limited.
He previously also served as an Executive Director of Millennium & Copthorne Hotels plc in London and President, Millennium & Copthorne
Hotels Asia Pacific Region.
BOARD OF DIRECTORS
4 | CDL Investments New Zealand Limited
• All Directors shall ensure that they do not use company
information and / or property for personal gain or profit.
All Directors shall use and / or retain Company information
and property only for business purposes in their capacity as
Directors of CDI or to meet legal obligations.
• All Directors shall comply with the laws and regulations that
apply to CDI;
• All Directors shall immediately report any illegal or unethical
behaviour of which they become aware to the Chairman of
the Board and to the Chairman of the Audit Committee.
All of CDI’s employees are expected to act in the best interests
of CDI and to enhance the reputation of the company. CDI also
has a number of operational policies which must be followed
by employees and the CDI Code of Conduct forms part of each
employee’s employment agreement.
CDI also believes in fair dealing with its customers and suppliers,
shareholders, employees and other stakeholders and external
third parties.
CDI revised its Share Trading Policy in 2018 which applies to
Directors and Officers. It also has a global Whistleblowing
Policy which extends to all management and employees.
The Whistleblowing Policy facilitates the disclosure and impartial
investigation of any serious wrongdoing. This policy advises
employees of their right to disclose serious wrongdoing,
and sets out the Company’s internal procedures for receiving
and dealing with such disclosures. The policy is consistent with,
and facilitates, the Protected Disclosures Act 2000 and is
supported by the Board.
BOARD COMPOSITION AND PERFORMANCE
(PRINCIPLE 2)
To ensure an effective Board, there should be a balance of
independence, skills, knowledge, experience and perspectives.
CDI’s Board has responsibility, control and oversight of the business
activities, strategic direction and the governance of CDI and its
subsidiary companies. It looks at how the company is operating,
how risk and compliance are managed, approving financial and
other reports and capital expenditure and reporting to CDI’s
shareholders. The Board approves CDI’s budgets and business plans
as well as significant projects and has statutory obligations for
other matters such as the payments of dividends and the issue
of shares. The Board is accountable to CDI’s shareholders for the
company’s performance.
Certain powers are delegated to Board Committees and
Subcommittees. The role of the Committees is detailed under
Principle 3.
CDL Investments New Zealand Limited is committed to maintaining
strong corporate governance in line with best practice at all times.
With that in mind, the company undertook a review of its corporate
governance framework and objectives in 2018 and adopted the
following which, in the Board’s opinion, complies materially with
the NZX Corporate Governance Code (the NZX Code”) as well as the
Financial Markets Authority Corporate Governance Principles and
Guidelines (the FMA Principles).
ETHICAL BEHAVIOUR
(PRINCIPLE 1)
Directors should set high standards of ethical behaviour, model
this behaviour and hold Management accountable for these
standards being followed throughout the organisation.
All of CDI’s directors are bound by the Board’s Code of Ethics which is
as follows:
• Directors shall undertake their duties with due care and diligence
at all times and will conduct themselves honestly and with
integrity. Directors shall not do anything, or cause anything to be
done, which may or does brings CDI or the Board into disrepute.
• All Directors must act in the best interests of the company and
exercise independent and unfettered judgement. All Directors
must carry out their duties with integrity and honesty and
participate in open and constructive discussions.
• To the best of their ability, Directors will use reasonable
endeavours to ensure that CDI’s records and documents
(including its financial reports) are true and complete and
comply with the requisite reporting standards and controls.
• So that the Board may determine a Director’s independence and
to ensure that there are no conflicts of interest, all Directors shall
disclose all relevant business and / or personal interests they may
have to the Board forthwith as well as any relationships they
may have with CDI.
• All Directors shall ensure that they do not support any
organisation other than in a personal capacity without the prior
written approval of the Chairman.
• Directors shall not accept any gifts or personal benefits
from external parties if it could be perceived that this could
compromise or influence any decision by the Board or by CDI.
• All Directors shall maintain and protect the confidentiality of
all information about CDI at all times except where disclosure is
permitted or required by law.
CORPORATE GOVERNANCE
CDL Investments New Zealand Limited | 5
The Board encourages all directors to undertake their own continuous
education so that they can perform their duties as directors and provide
maximum benefit to the Board and to shareholders.
In 2018, CDLI adopted a Diversity Policy with the following principles:
• We encourage diversity and inclusion in the workplace, not
just because it is best practice, but also because it makes good
business sense.
• We create a working environment free of harassment,
victimisation and unlawful discrimination and have a
whistleblowing policy in place. We promote dignity and respect
for all employees where individual differences and their
contributions are recognised and valued.
• These principles apply to our own staff, suppliers and
stakeholders and we aim to apply them in our local communities
as well.
OUR FRAMEWORK FOR EMBRACING DIVERSITY:
a) Talent Recruitment & Selection Process
- All positions at CDLI are to be filled on the basis of merit
and qualifications.
- We recognise the importance of having a diverse workforce
and thus encouraging people from all backgrounds to apply
to work with our team
b) Learning & Development
- CDLI seeks to develop our employees and to hone their
technical, management and leadership skills.
- Management staff will receive training around Diversity
and EEO awareness .
REVIEW OF POLICY
The company will:
- undertake periodic reviews of its Diversity Policy and its
deliverables;
- obtain diversity metrics from other organisations and
compare them with sector and best practice guidelines; and
- produce a report on diversity for CDI’s Board and Senior
Management annually.
The Board is in the process of determining its targets for promoting
diversity and is currently aiming for female board representation to be
at least 20% of the Board by 2023.
In terms of CDI’s permanent staff, 50% are male and 50% are female.
CORPORATE GOVERNANCE – continued
Day-to-day management is delegated to the Managing Director and
senior management. The levels of authority are approved by way
of a Delegated Authorities Manual which is reviewed by the Audit
Committee and ultimately approved by the Board.
Appointments to the Board are considered by the Board and the
Board takes into account the skills required to allow it to carry out its
functions and governance role. The Board does not impose a restriction
on the tenure of any Director as it considers that such a restriction may
lead to the loss of experience and expertise from the Board.
CDI’s Constitution specifies a minimum number of three directors and a
maximum number of nine directors at any one time. Two directors must
ordinarily be living in New Zealand. In line with the NZX Main Board
Listing Rules, CDI is required to have at least two Independent Directors.
Currently, CDI has determined that its Chair Colin Sim and Messrs.
Austin and Henderson are Independent Directors as none of them have
a Disqualifying Relationship (as that term is defined in the NZX Main
Board Listing Rules) or Substantial Product Holders. Messrs Chiu, Tan
and Yeo are not considered by the Board to be Independent Directors.
Board meetings are generally held quarterly with additional meetings
convened when required. The table below details directors’ attendances
during 2019.
DIRECTOR MEETINGS ATTENDED
Colin Sim 3/3
BK Chiu 3/3
Roy Austin 3/3
John Henderson 3/3
Kian Seng Tan* 3/3
Vincent Yeo 3/3
* Mr Tan retired from the Board on 31 December 2019 and Mr. ES Kwek
was appointed from 1 January 2020.
In 2018, the Board devised its own Skills Matrix to demonstrate the
skills, experience and diversity of its Board.
SKILL / ATTRIBUTE RELEVANT DIRECTOR
Sales, marketing and brand experience Chiu, Yeo
Governance experience Austin, Chiu, Henderson,
Sim, Yeo
Large enterprise / Multinational business Chiu, Henderson,
or leadership experience Sim, Tan, Yeo
Accounting / Finance / Tax experience Austin
Business strategy experience Austin, Chiu, Henderson,
Sim, Tan, Yeo
Property development / Chiu, Sim, Yeo
management experience
6 | CDL Investments New Zealand Limited
BOARD COMMITTEES
(PRINCIPLE 3)
The Board should use committees where this will enhance its
effectiveness in key areas while still retaining board responsibility.
Committees help the Board in carrying out its responsibilities and
CDI currently has one standing committee being its Audit Committee
which is comprised solely of Independent Directors. The current
members of the Audit Committee are Roy Austin (Chair) and John
Henderson. The Managing Director and senior management attend
only by invitation.
The table below reports attendance of the Audit Committee members
during 2019:
DIRECTOR MEETINGS ATTENDED
Roy Austin (Chair) 3/3
John Henderson 3/3
The Board also forms subcommittees as and when required.
The Audit Committee recently reviewed and revised its charter
which will be published shortly. The charter outlines the Committee’s
membership, role and responsibilities which include receiving reports
from the internal and external auditors, make recommendations
about the audit services, oversee those audit services and reviewing
and recommending the Company’s financial statements (half-year
and full year) and corporate governance policies.
CDI does not currently have a Remuneration or Nominations
Committee. The Board as a whole deals with the issues that would
normally be dealt with by these committees and conducts periodic
reviews of its fees and the remuneration of the Managing Director
and senior management. Vacancies and appointments to the Board
are considered by the Board as a whole. For those reasons, CDI does
not consider it necessary to form and maintain either Committee at
this time.
The Board has not established a protocol which sets out procedures
to be followed in the event of a takeover offer being received by
the Company. This is because the Board considers that receipt of
a takeover offer to be a very unlikely event in light of CDL Hotels
Holdings New Zealand Limited’s long-term majority shareholding
in the Company. CDI is also the owner of property assets including
“sensitive land” (as defined under the Overseas Investment Act 2015)
which, if the subject of an overseas takeover offer, would require
regulatory and / or government approvals for their acquisition.
CDI’s Board believes that the Company would have sufficient time
to adopt protocols and procedures necessary to respond to any such
offer when received and to communicate those to shareholders. CDI’s
Board therefore believes that it is reasonable and appropriate for the
Company not to follow Recommendation 3.6 of the new Code at this
time but agrees with the principles behind Recommendation 3.6.
REPORTING & DISCLOSURE
(PRINCIPLE 4)
The Board should demand integrity in financial and
non-financial reporting and in the timeliness and balance
of corporate disclosures.
As an NZX-listed entity, CDI recognises the need to ensure that it is
fully compliant in terms of reporting and disclosure and has in place a
Continuous Disclosure Policy (CDP) which applies to CDI, its subsidiaries
(“Group”), and all their respective directors and employees. The Board
has appointed the Chairman, the Chairman of the Audit Committee,
the Managing Director, the Company Secretary and the Vice President
Finance to act as CDI’s Continuous Disclosure Committee (the Disclosure
Committee). A quorum of the Disclosure Committee shall consist of no
less than three (3) of these persons.
The Disclosure Committee is responsible for:
• Determining what information amounts to material information and
must be disclosed;
• Determining the timing of disclosure of any information in
accordance with the CDP;
• Approving the content of any disclosure to NZX (including matters
not directly covered by the CDP);
• Ensuring that all employees and directors within the Group whom
the Committee considers appropriate receive a copy of the CDP and
appropriate training with respect to it;
• Developing mechanisms designed to identify potential material
information (e.g. agenda item on management meetings); and
• Liaising with legal advisers in respect of CDI’s compliance with its
continuous disclosure obligations.
The key points from the CDP are:
• No person may release material information concerning CDI to any
person who is not authorised to receive it without the approval of
the Disclosure Committee.
• The Board will consider at each Board meeting whether there is
any information that may require disclosure in accordance with the
CDP, and will note any disclosures made subsequent to the prior
meeting. Any employee or director of CDI must inform a member of
the Disclosure Committee as soon as practicable after that person
becomes aware of any material information.
CORPORATE GOVERNANCE – continued
CDL Investments New Zealand Limited | 7
Prior to approval and release of CDI’s half year and full year results,
the Vice President Finance and Company Secretary are required to
provide a letter of representation to the Board (or its nominated
subcommittee) that the financial statements have been prepared
in accordance with generally accepted accounting practice and are
correct in all material respects.
Copies of annual reports and key corporate governance documents and
policies are available at https://cdlinvestments.co.nz/corporate_profile/.
REMUNERATION
(PRINCIPLE 5)
The remuneration of directors and executives should be
transparent, fair and reasonable.
The total pool for Directors’ Fees is capped at $180,000 and was last
approved by shareholders in 1996. All non-executive directors receive a
base fee of NZ$30,000 per annum. The Chair of the Audit Committee
receives a further NZ$5,000 per annum. Executive Directors do not
receive Directors’ or Committee fees.
Employee (including the Managing Director and senior management)
remuneration is made up of two primary components being a fixed
component and a short term incentive. Remuneration is determined
with reference to market information as well as the responsibilities of
the position, experience and overall performance. Short term incentives
are designed to reward high performing employees with appropriate
incentives which are measured on key performance indicators which
are reviewed and monitored regularly and company performance. The
Company reserves the right to suspend or adjust incentives if targets are
not met. CDI does not currently have an employee share plan or a long
term incentive scheme.
RISK MANAGEMENT
(PRINCIPLE 6)
Directors should have a sound understanding of the material risks
faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that
identify and manage potential and material risks.
CDI’s Board, Audit Committee and Management Team all have a role in
identifying areas of risk and understanding their impact on the Company
as well as how these areas are to be mitigated.
CDI’s Management Team is responsible for the day-to-day identification,
assessment and management of risks applicable to the Company as well
as the implementation of appropriate controls, processes and policies
to manage such risks. Management also ensures that there are training
programmes in place to identify, mitigate or eliminate hazards and risks in
the workplace.
• The CDP includes a list of incidents which should be disclosed to a
member of the Disclosure Committee. The Disclosure Committee
must confer, decide whether disclosure is required, and coordinate
disclosure of any material information in a form specified by the
Listing Rules as soon as practicable after it becomes aware of the
existence of material information, unless it determines:
a) a reasonable person would not expect the information to be
disclosed; and
b) the information is confidential and its confidentiality is
maintained; and
c) one or more of the following applies:
i) it would breach the law to disclose the information; or
ii) the information concerns an incomplete proposal or
negotiation; or
iii) the information comprises matters of supposition or is
insufficiently definite to warrant disclosure; or
iv) the information is generated for internal management
purposes of CDI or its subsidiaries; or
v) the information is a trade secret.
The Disclosure Committee will ensure that all Board members, not already
aware of the information, are promptly provided with it.
• The Disclosure Committee is responsible for CDI’s obligations under
the Listing Rules to release material information to NZX to the
extent necessary to prevent development or subsistence of a market
for its listed securities which is materially influenced by false or
misleading information emanating from the issuer or any associated
person of the issuer; or other persons in circumstances in each case
which would give such information substantial credibility.
• All employees of CDI, as soon as practicable after becoming aware of
a rumour or speculation that is “generally available to the market”,
must disclose the existence of that rumour or speculation to a
member of the Disclosure Committee.
• The Disclosure Committee is also responsible for co-ordinating CDI’s
responses to leaks and inadvertent disclosures. Even in the event that
leaked or inadvertently disclosed information is not price sensitive,
the Disclosure Committee should consider whether the information
should be released to NZX via its market announcement platform in
order to provide investors with equal access.
• All external communications by CDI must comply with the CDP, any
media policy and the Company’s rules with respect to confidential
information. No material information is to be disclosed to such
persons before it is released to NZX.
• Slides and presentations used in briefings should be released to NZX
for immediate release to the market.
CORPORATE GOVERNANCE – continued
8 | CDL Investments New Zealand Limited
• audit partners are members of Chartered Accountants Australia New
Zealand (CAANZ);
• has not, within two years prior to the commencement of the audit,
had as a member of its audit engagement team CDI’s Managing
Director, Vice President Finance, Group Accounting Manager, or any
member of the Company’s Management who acts in a financial
oversight role.
• does not allow the direct compensation of its audit partners for
selling non-audit services to CDI.
The general principles to be applied in assessing non-audit services
are as follows:
a) the external auditor should not have any involvement in the
production of financial information or preparation of financial
statements such that they might be perceived as auditing their own
work. This includes the provision of bookkeeping and payroll services
as well as valuation services where such valuation forms an input
into audited financial information;
b) the external auditor should not perform any function of
management, or be responsible for making management decisions;
c) the external auditor should not be responsible for the design or
implementation of financial information systems; and
d) the separation between internal audit and external audit should be
maintained.
CDI’s Audit Committee shall pre-approve all audit and related services that
are to be provided by the auditor. Aside from core external audit services, it
is appropriate for the CDI’s auditors to provide the following services:
• due diligence (except valuations) on proposed transactions;
• review of financial information where third party verification is
required or deemed necessary (outside the normal audit process);
• completion audits / reviews;
• financial model preparation or review;
• accounting policy advice;
• listing advice;
• accounting/technical training; and
• taxation services of an assurance nature.
It is not considered appropriate for CDI’s external auditors to provide:
• book keeping services related to accounting records or financial
statements;
• tax planning and strategy services unless specifically approved by the
Audit Committee;
• appraisal / valuation services including opinions as to fairness;
• provision of payroll services;
• the design or implementation of financial information systems;
The Audit Committee’s role is to review and report to the Board on the
adequacy of Management’s oversight and implementation of risks with
particular regard to financial and operational risks. The Audit Committee
also has oversight of the Company’s Internal Audit function and reviews
internal audit reports as part of its duties.
The Board is ultimately responsible for the oversight and implementation
of the Company’s responses to risk management.
CDI’s Board has identified four main risks areas being Market, Operational,
Financial and Global Risks. Market Risks may arise through changes
in demand from customers, competitor pricing development trends
and external events. Operational Risks may arise from changes to the
regulatory environment such as district or local plan changes, health and
safety issues, material changes to CDI’s subdivisions and development
plans or strategy, overseas investment legislation, key personnel changes
and other such events. Financial Risks may arise where earnings or
cashflow change or are affected in some way due to adverse customer
demand or other market conditions or events within or outside CDI’s
control. Global Risks refer to situations like a global catastrophe, natural
disaster or crisis event which is beyond CDI’s control but have an impact
on its earnings and / or operations.
CDI has a series of internal controls in place covering such areas
as financial monitoring and reporting, human resources and risk
management. The primary responsibility for monitoring and reporting
against internal controls and remedying any deficiencies lies with
Management.
CDI also keeps current insurances appropriate to its business with
reputable global insurers.
AUDITORS
(PRINCIPLE 7)
The Board should ensure the quality and independence of the
external audit process.
External Audit plays a critical role in ensuring the integrity of financial
reporting. The role of the external auditor is to plan and carry out an
audit of CDI’s annual financial reports and review the half-yearly reports.
The Audit Committee reviews the performance and independence of the
external auditors.
CDI has in place an External Auditor Independence Policy which deals
with the provision of services by the CDI’s external auditors, auditor
rotation and the relationships between the external auditor and the
Company. The policy states that:
The Audit Committee shall only recommend to the Board a firm to be
external auditor if that firm:
• would be regarded by a reasonable investor, with full knowledge
of all relevant facts and circumstances, as capable of exercising
objective and impartial judgment on all issues encompassed within
the auditor’s engagement;
CORPORATE GOVERNANCE – continued
CDL Investments New Zealand Limited | 9
SHAREHOLDER RIGHTS & COMMUNICATION
(PRINCIPLE 8)
The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them
to engage with the issuer.
CDI is committed to providing shareholders and stakeholders with timely
information on its activities and performance. CDI does this through a
number of channels including:
• announcements in accordance with continuous disclosure as
required under the Listing Rules;
• publication of the company’s annual and interim reports which are
sent to all shareholders; and
• encouraging shareholders to attend the Annual Meeting in May of
each year to hear the Chairman and the Managing Director provide
updates on the company’s performance, ask questions of the Board
and vote on the resolutions to be determined at the meeting.
Resolutions at shareholder meetings are usually determined by poll
where each ordinary shareholder has one vote per share.
Relevant communications, copies of annual reports and key corporate
governance documents and policies are now available on a dedicated
webpage https://cdlinvestments.co.nz/corporate_profile/.
• outsourced internal audit and risk management services;
• legal services;
• management functions;
• broker / dealer / investment adviser / investment banking services;
• advocacy for the Company;
• actuarial services; and
• assistance in the recruitment of senior management.
These prohibitions apply to all offices of the audit firm, including overseas
offices and affiliates.
The billing arrangements for services provided by CDI’s external auditors
should not include any contingent fees.
CDI’s expects that its external auditors will rigorously comply with their
own internal policies on independence and all relevant professional
guidance, including independence rules and guidance issued by CAANZ.
The nature of services provided by CDI’s auditors and the level of fees
incurred should be reported to the Audit Committee Chairman semi-
annually (or sooner where requested) to enable the Committee to
perform its oversight role and report back to the Board. This policy does
not prescribe any particular ratio of non-audit service fees to audit fees
but the Committee shall monitored the fees and ratio.
The continued appointment of CDI’s external auditors is confirmed
annually by the Board on recommendation from the Audit Committee.
Rotation of the lead audit partner or firm will be required every five years.
Lead audit partners who are rotated will be subject to a 2 year cooling off
period (i.e. 2 years must expire between the rotation of an audit partner
and that partner’s next engagement with the Company).
The hiring by CDI of any former lead audit partner or audit manager must
first be approved by the Chairman of the Audit Committee. There are no
other restrictions on the hiring of other staff from the audit firm.
KPMG are currently CDI’s external auditor and the lead external audit
engagement partner was rotated in 2018.
The Audit Committee monitors local and overseas practice on auditor
independence regularly to ensure that this policy remains consistent with
best practice and meets CDI’s requirements.
CDI’s external auditors also attend the Company’s Annual Meeting to
answer any questions from shareholders as to the audit and the content
of the Annual Report.
CDI has outsourced its internal audit function to its parent company
Millennium & Copthorne Hotels New Zealand Limited which in turn has
currently outsourced its internal audit function. A programme of work is
developed annually and submitted to the Audit Committee for approval.
The areas covered by internal audit are those which pose an operational
business risk for CDI’s section sales and corporate office functions. In this
way, the internal audit function strengthens CDI’s internal controls and
provides the Audit Committee and the Board with an assessment of the
functioning and overall adequacy of CDI’s processes.
CORPORATE GOVERNANCE – continued
CDL INVESTMENTS NEW ZEALAND LIMITED
10 | CDL Investments New Zealand Limited
2016
2015
2015
2016
2016
2015
2015
2016
2017
2018
2019
2018
2019
2017
2018
2019
2017
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
Property Sales & Other Income
Profit for the Year
18,000
15,000
21,000
24,000
27,000
33,000
30,000
Dollars ($ '000)
2018
2019
2017
100,000
120,000
140,000
160,000
180,000
200,000
220,000
240,000
Dollars ($ '000)
Group Equity
50.0
55.0
60.0
65.0
70.0
75.0
80.0
85.0
Cents per share
Asset Backing Per Share (Before Distribution)
85,000
90,000
95,000
Dollars ($ '000)
36,000
2016
2015
2015
2016
2016
2015
2015
2016
2017
2018
2019
2018
2019
2017
2018
2019
2017
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
Property Sales & Other Income
Profit for the Year
18,000
15,000
21,000
24,000
27,000
33,000
30,000
Dollars ($ '000)
2018
2019
2017
100,000
120,000
140,000
160,000
180,000
200,000
220,000
240,000
Dollars ($ '000)
Group Equity
50.0
55.0
60.0
65.0
70.0
75.0
80.0
85.0
Cents per share
Asset Backing Per Share (Before Distribution)
85,000
90,000
95,000
Dollars ($ '000)
36,000
FINANCIAL SUMMARY
For the year ended 31 December 2019
TREND STATEMENT
For the year ended 31 December 2019
Property Sales & Other Income
Profit for the Year
Group Equity
Asset Backing Per Share (Before Distribution)
2016
2015
2015
2016
2016
2015
2015
2016
2017
2018
2019
2018
2019
2017
2018
2019
2017
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
Property Sales & Other Income
Profit for the Year
18,000
15,000
21,000
24,000
27,000
33,000
30,000
Dollars ($ '000)
2018
2019
2017
100,000
120,000
140,000
160,000
180,000
200,000
220,000
240,000
Dollars ($ '000)
Group Equity
50.0
55.0
60.0
65.0
70.0
75.0
80.0
85.0
Cents per share
Asset Backing Per Share (Before Distribution)
85,000
90,000
95,000
Dollars ($ '000)
36,000
2016
2015
2015
2016
2016
2015
2015
2016
2017
2018
2019
2018
2019
2017
2018
2019
2017
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
Property Sales & Other Income
Profit for the Year
18,000
15,000
21,000
24,000
27,000
33,000
30,000
Dollars ($ '000)
2018
2019
2017
100,000
120,000
140,000
160,000
180,000
200,000
220,000
240,000
Dollars ($ '000)
Group Equity
50.0
55.0
60.0
65.0
70.0
75.0
80.0
85.0
Cents per share
Asset Backing Per Share (Before Distribution)
85,000
90,000
95,000
Dollars ($ '000)
36,000
In thousands of dollars (unless otherwise stated) 2015 2016 2017 2018 2019
Property sales & other income 47,599 74,471 78,667 85,030 91,794
Profit before income tax 24,159 37,538 44,668 46,719 47,426
Profit for the year 17,473 27,028 32,161 33,641 34,140
Earnings per share 6.33c 9.77c 11.60c 12.10c 12.26c
Dividends per share 2.20c 3.00c 3.50c 3.50c 3.50c
Percentage of dividends per share over earnings per share 34.8% 30.7% 30.2% 28.9% 28.5%
Asset backing per share (before distributions) 50.8c 58.4c 67.1c 75.7c 84.5c
Total assets 142,680 168,277 191,706 217,614 240,700
Group equity 140,289 161,795 186,112 210,594 235,510
CDL Investments New Zealand Limited | 11
CDL INVESTMENTS NEW ZEALAND LIMITED
FINANCIAL STATEMENTS – CONTENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 12
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 13
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 14
CONSOLIDATED STATEMENT OF CASH FLOWS 15-16
NOTES TO THE FINANCIAL STATEMENTS 17-27
INDEPENDENT AUDITOR'S REPORT 28-30
REGULATORY DISCLOSURES 31-32
STATUTORY INFORMATION 33-35
REGULATORY DISCLOSURES & STATUTORY INFORMATION –
CONTENTS
12 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2019
CDL Investments New Zealand Limited | 13
CDL INVESTMENTS NEW ZEALAND LIMITED
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2019
14 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2019
The accompanying notes form part of, and should be read in conjunction with these financial statements.
3DJH
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&RQVROLGDWHG6WDWHPHQWRI)LQDQFLDO3RVLWLRQ
$VDW
$VDW$VDW
$VDW'HFHPEHU
'HFHPEHU'HFHPEHU
'HFHPEHU
*URXS
*URX
S*URXS
*URXS
,QWKRXVDQGVRIGROODUV
1RWH
1RWH1RWH
1RWH
6+$5(+2/'(56¶(48,7<
,VVXHGFDSLWDO
5HWDLQHGHDUQLQJV
7RWDO(TXLW\
7RWDO(TXLW\7RWDO(TXLW\
7RWDO(TXLW\
5HSUHVHQWHGE\
121&855(17$66(76
3URSHUW\SODQWDQGHTXLSPHQW
'HYHORSPHQWSURSHUW\
,QYHVWPHQWLQDVVRFLDWH
7RWDO1RQ&XUUHQW$VVHWV
7RWDO
1RQ&XUUHQW$VVHWV7RWDO1RQ&XUUHQW$VVHWV
7RWDO
1RQ&XUUHQW$VVHWV
&855(17$66(76
&DVKDQGFDVKHTXLYDOHQWV
6KRUWWHUPGHSRVLWV
7UDGHDQGRWKHUUHFHLYDEOHV
'HYHORSPHQWSURSHUW\
7RWDO&XUUHQW$VVHWV
7RWDO
&XUUHQW$VVHWV7RWDO&XUUHQW$VVHWV
7RWDO
&XUUHQW$VVHWV
7RWDO$VVHWV
7RWDO$VVHWV7RWDO$VVHWV
7RWDO$VVHWV
121&855(17/,$%,/,7,(6
'HIHUUHGWD[OLDELOLWLHV
/HDVHOLDELOLW\
7RWDO1RQ&XUUHQWOLDELOLWLHV
7RWDO
1RQ&XUUHQWOLDELOLWLHV7RWDO1RQ&XUUHQWOLDELOLWLHV
7RWDO
1RQ&XUUHQWOLDELOLWLHV
&855(17/,$%,/,7,(6
7UDGHDQGRWKHUSD\DEOHV
(PSOR\HHHQWLWOHPHQWV
,QFRPHWD[SD\DEOH
/HDVHOLDELOLW\
7RWDO
7RWDO7RWDO
7RWDO&XUUHQW/LDELOLWLHV
&XUUHQW
/LDELOLWLHV&XUUHQW/LDELOLWLHV
&XUUHQW
/LDELOLWLHV
7RWDO/LDELOLWLHV
7RWDO
/LDELOLWLHV7RWDO/LDELOLWLHV
7RWDO
/LDELOLWLHV
1HW$VVHWV
1HW
$VVHWV1HW$VVHWV
1HW
$VVHWV
)RUDQGRQEHKDOIRIWKH%RDUG
5$867,1',5(&725)HEUXDU\%.&+,80$1$*,1*',5(&725)HEUXDU\
7KHDFFRPSDQ\LQJQRWHVIRUPSDUWRIDQGVKRXOGEHUHDGLQFRQMXQFWLRQZLWKWKHVHILQDQFLDOVWDWHPHQWV
CDL Investments New Zealand Limited | 15
CDL INVESTMENTS NEW ZEALAND LIMITED
The accompanying notes form part of, and should be read in conjunction with these financial statements.The accompanying notes form part of, and should be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2019
3DJH
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&RQVROLGDWHG6WDWHPHQWRI&DVK)ORZV
)RUWKH\HDUHQGHG
)RUWKH\HDUHQGHG)RUWKH\HDUHQGHG
)RUWKH\HDUHQGHG'HFHPEHU
'HFHPEHU'HFHPEHU
'HFHPEHU
*URXS
*URX
S*URXS
*URXS
,QWKRXVDQGVRIGROODUV
1RWH
1RWH1RWH
1RWH
&$6+)/2:6)52023(5$7,1*$&7,9,7,(6
&DVKZDVSURYLGHGIURP
&DVKZDVSURYLGHGIURP &DVKZDVSURYLGHGIURP
&DVKZDVSURYLGHGIURP
5HFHLSWVIURPFXVWRPHUV
,QWHUHVWUHFHLYHG
&DVKZDVDSSOLHGWR
&DVKZDVDSSOLHGWR &DVKZDVDSSOLHGWR
&DVKZDVDSSOLHGWR
3D\PHQWWRVXSSOLHUV
3D\PHQWWRHPSOR\HHV
'HSRVLWVSDLGRQXQFRQGLWLRQDOFRQWUDFWVIRUGHYHORSPHQWODQG
3XUFKDVHRIGHYHORSPHQWODQG
,QFRPHWD[SDLG
1HW&DVK,QIORZ 2XWIORZ IURP2SHUDWLQJ$FWLYLWLHV
&$6+)/2:6)520,19(67,1*$&7,9,7,(6
&DVKZDVSURYLGHGIURP
&DVK
ZDVSURYLGHGIURP &DVKZDVSURYLGHGIURP
&DVK
ZDVSURYLGHGIURP
6KRUWWHUPGHSRVLWV
&DVKZDVDSSOLHGWR
&DVKZDVDSSOLHGWR &DVKZDVDSSOLHGWR
&DVKZDVDSSOLHGWR
3XUFKDVHRISODQWDQGHTXLSPHQW
6KRUWWHUPGHSRVLWV
1HW&DVK,QIORZ)URP,QYHVWLQJ$FWLYLWLHV
&$6+)/2:6)520),1$1&,1*$&7,9,7,(6
&DVKZDVDSSOLHGWR
&DVKZDVDSSOLHGWR &DVKZDVDSSOLHGWR
&DVKZDVDSSOLHGWR
'LYLGHQGSDLG
3ULQFLSDOUHSD\PHQWRIOHDVHOLDELOLW\
6XSSOHPHQWDU\GLYLGHQGSDLG
1HW&DVK2XWIORZIURP)LQDQFLQJ$FWLYLWLHV
1HW,QFUHDVH 'HFUHDVH LQ&DVKDQG&DVK(TXLYDOHQWV
$GG2SHQLQJ&DVKDQG&DVK(TXLYDOHQWV
&ORVLQJ&DVKDQG&DVK(TXLYDOHQWV
&ORVLQJ&DVKDQG&DVK(TXLYDOHQWV&ORVLQJ&DVKDQG&DVK(TXLYDOHQWV
&ORVLQJ&DVKDQG&DVK(TXLYDOHQWV
7KHDFFRPSDQ\LQJQRWHVIRUPSDUWRIDQGVKRXOGEHUHDGLQFRQMXQFWLRQZLWKWKHVHILQDQFLDOVWDWHPHQWV
16 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS – continued
For the year ended 31 December 2019
The accompanying notes form part of, and should be read in conjunction with these financial statements.
3DJH
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&RQVROLGDWHG6WDWHPHQWRI&DVK)ORZVFRQWLQXHG
)RUWKH\HDUHQGHG
)RUWKH\HDUHQGHG)RUWKH\HDUHQGHG
)RUWKH\HDUHQGHG'HFHPEHU
'HFHPEHU'HFHPEHU
'HFHPEHU
*URXS
*URX
S*URXS
*URXS
,QWKRXVDQGVRIGROODUV
1RWH
1RWH1RWH
1RWH
5(&21&,/,$7,212)352),7)257+(3(5,2'72&$6+
)/2:6)52023(5$7,1*$&7,9,7,(6
1HW3URILWDIWHU7D[DWLRQ
$GMXVWHGIRUQRQFDVKLWHPV
$GMXVWHGIRUQRQFDVKLWHPV $GMXVWHGIRUQRQFDVKLWHPV
$GMXVWHGIRUQRQFDVKLWHPV
'HSUHFLDWLRQRISODQW HTXLSPHQW
'HSUHFLDWLRQRIULJKWRIXVHDVVHWV
,QFRPHWD[H[SHQVH
$GMXVWPHQWVIRUPRYHPHQWVLQZRUNLQJFDSLWDO
$GMXVWPHQWVIRUPRYHPHQWVLQZRUNLQJFDSLWDO $GMXVWPHQWVIRUPRYHPHQWVLQZRUNLQJFDSLWDO
$GMXVWPHQWVIRUPRYHPHQWVLQZRUNLQJFDSLWDO
,QFUHDVHLQUHFHLYDEOHV
,QFUHDVHLQGHYHORSPHQWSURSHUWLHV
,QFUHDVH 'HFUHDVH LQSD\DEOHV
&DVK
&DVK&DVK
&DVKJHQHUDWHG
JHQHUDWHGJHQHUDWHG
JHQHUDWHG
IURP
IURPIURP
IURPRSHUDWLQJ
R
SHUDWLQJRSHUDWLQJ
RSHUDWLQJ
DFWLYLWLHV
DFWLYLWLHVDFWLYLWLHV
DFWLYLWLHV
,QFRPHWD[SDLG
&DVK,QIORZ
&DVK,QIORZ&DVK,QIORZ
&DVK,QIORZ 2XWIORZ
2XWIORZ 2XWIORZ
2XWIORZ IURP2SHUDWLQJ$FWLYLWLHV
IURP
2SHUDWLQJ$FWLYLWLHVIURP2SHUDWLQJ$FWLYLWLHV
IURP
2SHUDWLQJ$FWLYLWLHV
7KHDFFRPSDQ\LQJQRWHVIRUPSDUWRIDQGVKRXOGEHUHDGLQFRQMXQFWLRQZLWKWKHVHILQDQFLDOVWDWHPHQWV
CDL Investments New Zealand Limited | 17
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2019
3DJH
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
1RWHVWRWKH&RQVROLGDWHG)LQDQFLDO6WDWHPHQWV
)RUWKH\HDUHQGHG'HFHPEHU
6,*1,),&$17$&&2817,1*32/,&,(6
6,*1,),&$17$&&2817,1*32/,&,(66,*1,),&$17$&&2817,1*32/,&,(6
6,*1,),&$17$&&2817,1*32/,&,(6
5(3257,1*(17,7<
5(3257,1*(17,7<5(3257,1*(17,7<
5(3257,1*(17,7<
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG WKH³&RPSDQ\ ́ LVDFRPSDQ\GRPLFLOHGLQ1HZ=HDODQGUHJLVWHUHGXQGHU
WKH&RPSDQLHV$FW DQGOLVWHGRQWKH1HZ=HDODQG6WRFN([FKDQJH7KH&RPSDQ\LVD)0&5HSRUWLQJ(QWLW\
LQWHUPVRIWKH)LQDQFLDO0DUNHWV&RQGXFW$FWDQGWKH)LQDQFLDO5HSRUWLQJ$FW
7KHILQDQFLDOVWDWHPHQWVRIWKH&RPSDQ\IRUWKH\HDUHQGHG'HFHPEHU FRPSULVHVWKH&RPSDQ\DQGLWV
VXEVLGLDU\ WRJHWKHUUHIHUUHGWRDVWKH³*URXS ́
7KHSULQFLSDODFWLYLW\RIWKH*URXSLVWKHGHYHORSPHQWDQGVDOHRIUHVLGHQWLDOODQGSURSHUWLHV
D
D D
D
6WDWHPHQWRIFRPSOLDQFH
6WDWHPHQWRIFRPSOLDQFH6WDWHPHQWRIFRPSOLDQFH
6WDWHPHQWRIFRPSOLDQFH
7KH ILQDQFLDO VWDWHPHQWV KDYH EHHQ SUHSDUHG LQ DFFRUGDQFH ZLWK1HZ =HDODQG *HQHUDOO\ $FFHSWHG
$FFRXQWLQJ3UDFWLFH ³1=*$$3 ́ 7KH\FRPSO\ZLWK1HZ=HDODQGHTXLYDOHQWVWR,QWHUQDWLRQDO)LQDQFLDO
5HSRUWLQJ6WDQGDUGV ³1=,)56 ́ DQGRWKHUDSSOLFDEOH)LQDQFLDO5HSRUWLQJ6WDQGDUGVDVDSSURSULDWHIRU7LHU
SURILWRULHQWHG HQWLWLHV 7KH ILQDQFLDO VWDWHPHQWV DOVR FRPSO\ ZLWK ,QWHUQDWLRQDO )LQDQFLDO 5HSRUWLQJ
6WDQGDUGV ³,)56 ́
7KHILQDQFLDOVWDWHPHQWVZHUHDXWKRULVHGIRULVVXDQFHRQ)HEUXDU\
E
E E
E
%DVLVRISUHSDUDWLRQ
%DVLVRISUHSDUDWLRQ%DVLVRISUHSDUDWLRQ
%DVLVRISUHSDUDWLRQ
7KHILQDQFLDOVWDWHPHQWVDUHSUHVHQWHGLQ1HZ=HDODQG'ROODUV ZKLFKLVWKH&RPSDQ\¶VIXQFWLRQDO
FXUUHQF\$OOILQDQFLDOLQIRUPDWLRQSUHVHQWHGLQ1HZ=HDODQGGROODUVKDVEHHQURXQGHGWRWKHQHDUHVW
WKRXVDQG
7KHILQDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGRQWKHKLVWRULFDOFRVWEDVLV
7KH SUHSDUDWLRQ RI ILQDQFLDO VWDWHPHQWV LQ FRQIRUPLW\ ZLWK 1= ,)56 UHTXLUHV PDQDJHPHQW WR PDNH
MXGJHPHQWVHVWLPDWHVDQGDVVXPSWLRQVWKDWDIIHFWWKHDSSOLFDWLRQRIFRPSDQ\SROLFLHVDQGUHSRUWHGDPRXQWV
RIDVVHWVDQGOLDELOLWLHVLQFRPHDQGH[SHQVHV(VWLPDWHVDQGXQGHUO\LQJDVVXPSWLRQVDUHUHYLHZHGRQDQ
RQJRLQJEDVLV5HYLVLRQVWRDFFRXQWLQJHVWLPDWHVDUHUHFRJQLVHGLQWKHSHULRGLQZKLFKWKHHVWLPDWHLV
UHYLVHGDQGLQDQ\IXWXUHSHULRGDIIHFWHG
,QSDUWLFXODULQIRUPDWLRQDERXWVLJQLILFDQWDUHDVRIHVWLPDWLRQXQFHUWDLQW\DQGFULWLFDOMXGJHPHQWVLQDSSO\LQJ
DFFRXQWLQJ SROLFLHV WKDW KDYH WKH PRVW VLJQLILFDQW HIIHFW RQ WKH DPRXQWV UHFRJQLVHG LQ WKH ILQDQFLDO
VWDWHPHQWVDUHGHVFULEHGLQ1RWH±$FFRXQWLQJ(VWLPDWHVDQG-XGJHPHQWV
F
F F
F
&KDQJHVLQDFFRXQWLQJSROLFLHV
&KDQJHVLQDFFRXQWLQJSROLFLHV&KDQJHVLQDFFRXQWLQJSROLFLHV
&KDQJHVLQDFFRXQWLQJSROLFLHV
DQGQHZDFFRXQWLQJVWDQGDUGVDGRSWHGLQWKH\HDU
DQGQHZDFFRXQWLQJVWDQGDUGVDGRSWHGLQWKH\HDUDQGQHZDFFRXQWLQJVWDQGDUGVDGRSWHGLQWKH\HDU
DQGQHZDFFRXQWLQJVWDQGDUGVDGRSWHGLQWKH\HDU
7KH*URXSKDVDGRSWHGRQHVWDQGDUG1=,)56
/HDVHVWKDWLVPDQGDWRU\IRUWKHILQDQFLDOSHULRGEHJLQQLQJ
RQ-DQXDU\
,PSDFWRIDGRSWLRQRI1=,)56/HDVHV
(IIHFWLYH-DQXDU\ WKH*URXSDGRSWHG1=,)56XVLQJWKHPRGLILHGUHWURVSHFWLYHDSSURDFK7KLV
VWDQGDUGUHTXLUHVDULJKWRIXVHDVVHWDQGDFRUUHVSRQGLQJOHDVHOLDELOLW\WREHUHFRJQLVHGRQWKHEDODQFH
VKHHWLQUHVSHFWRIWKHOHDVHGDVVHWV7KHOHDVHH[SHQVHZLOOEHUHSODFHGZLWKDQLQWHUHVWH[SHQVHDQGD
GHSUHFLDWLRQH[SHQVHLQWKHLQFRPHVWDWHPHQW
2QDGRSWLRQRI1=,)56WKH*URXSUHFRJQLVHGDULJKWRIXVHDVVHWRIDQGDOHDVHOLDELOLW\RI
IURPWZRPRWRUYHKLFOHOHDVHV:KHQPHDVXULQJOHDVHOLDELOLW\WKH*URXSGLVFRXQWHGWKHOHDVH
SD\PHQWVXVLQJWKHSUHVHQWYDOXHRIWKHUHPDLQLQJOHDVHSD\PHQWVGLVFRXQWHGDWWKHLQFUHPHQWDOERUURZLQJ
UDWHRI
,WKDVEHHQGHWHUPLQHGWKDWWKHLPSDFWRIWKHQHZVWDQGDUGRQWKHFXUUHQW\HDU¶VSURILWDQGORVVLVLQVLJQLILFDQW
• 2SHUDWLQJH[SHQVHVUHGXFHGE\DQHWWRWDORIIURPDQDGGLWLRQDOGHSUHFLDWLRQH[SHQVHRQULJKW
RIXVHDVVHWVRIDQGDFUHGLWRIIURPOHDVHSD\PHQWVSRVWHGDVDUHGXFWLRQWROHDVH
OLDELOLW\RQWKHEDODQFHVKHHW
• )LQDQFHFRVWVLQFUHDVHGE\WKHOHDVHOLDELOLW\LQWHUHVWH[SHQVHRI DQG
• 1HW3URILWEHIRUHWD[GHFUHDVHGE\
18 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
•
•
•
•
CDL Investments New Zealand Limited | 19
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
•
•
•
20 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
CDL Investments New Zealand Limited | 21
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
22 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
CDL Investments New Zealand Limited | 23
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
3DJH
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
&'/,QYHVWPHQWV1HZ=HDODQG/LPLWHG
1RWHVWRWKH&RQVROLGDWHG)LQDQFLDO6WDWHPHQWV
)RUWKH\HDUHQGHG'HFHPEHU
&$3,7$/$1'5(6(59(6
&$3,7$/$1'5(6(59(6&$3,7$/$1'5(6(59(6
&$3,7$/$1'5(6(59(6±
±±
±
FRQWLQXHG
'LYLGHQG5HLQYHVWPHQW3ODQ
'LYLGHQG5HLQYHVWPHQW3ODQ'LYLGHQG5HLQYHVWPHQW3ODQ
'LYLGHQG5HLQYHVWPHQW3ODQ
,Q WKH&RPSDQ\DGRSWHGD'LYLGHQG5HLQYHVWPHQW3ODQSXUVXDQWWRZKLFKVKDUHKROGHUVPD\HOHFWWR
UHFHLYHRUGLQDU\GLYLGHQGVLQWKHIRUPRIHLWKHUFDVKRUDGGLWLRQDOVKDUHVLQWKH&RPSDQ\7KHDGGLWLRQDO
VKDUHVDUHLVVXHGDWWKHZHLJKWHGDYHUDJHPDUNHWSULFHIRUWKHVKDUHVWUDGHGRYHUWKHILUVWILYHEXVLQHVVGD\V
LPPHGLDWHO\IROORZLQJWKH5HFRUG'DWH
$FFRUGLQJO\WKH&RPSDQ\LVVXHG DGGLWLRQDOVKDUHVXQGHUWKH'LYLGHQG5HLQYHVWPHQW3ODQRQ
0D\ DWDVWULNHSULFHRISHUVKDUHLVVXHG
'LYLGHQGV
'LYLGHQGV'LYLGHQGV
'LYLGHQGV
7KHIROORZLQJGLYLGHQGVZHUHGHFODUHGDQGSDLGGXULQJWKH\HDU'HFHPEHU
,QWKRXVDQGVRIGROODUV
3DUHQW
3DUHQW3DUHQW
3DUHQW
FHQWVSHUTXDOLI\LQJRUGLQDU\VKDUH FHQWV
$IWHU'HFHPEHU WKHIROORZLQJGLYLGHQGVZHUHGHFODUHGE\WKHGLUHFWRUV7KHGLYLGHQGVKDYHQRWEHHQ
SURYLGHGIRUDQGWKHUHDUHQRLQFRPHWD[FRQVHTXHQFHV,WLVDQWLFLSDWHGWKDWDSRUWLRQRIWKHGLYLGHQGV
GHFODUHGZLOOEHSDLGE\ZD\RIVKDUHVWKURXJKWKH'LYLGHQG5HLQYHVWPHQW3ODQ
,QWKRXVDQGVRIGROODUV
3DUHQW
3DUHQW3DUHQW
3DUHQW
FHQWVRUGLQDU\GLYLGHQGSHUTXDOLI\LQJRUGLQDU\VKDUH
FHQWVWRWDOGLYLGHQGSHUTXDOLI\LQJRUGLQDU\VKDUH
($51,1*63(56+$5(
($51,1*63(56+$5(($51,1*63(56+$5(
($51,1*63(56+$5(
%DVLFDQGGLOXWHGHDUQLQJVSHUVKDUH
%DVLFDQGGLOXWHGHDUQLQJVSHUVKDUH%DVLFDQGGLOXWHGHDUQLQJVSHUVKDUH
%DVLFDQGGLOXWHGHDUQLQJVSHUVKDUH
7KHEDVLFHDUQLQJVSHUVKDUHDQGWKHGLOXWHGHDUQLQJVSHUVKDUHDUHWKHVDPH7KHFDOFXODWLRQRIEDVLFDQG
GLOXWHGHDUQLQJVSHUVKDUHDW'HFHPEHU ZDVEDVHGRQWKHSURILWDWWULEXWDEOHWRRUGLQDU\VKDUHKROGHUV
RI DQGZHLJKWHGDYHUDJHQXPEHURIRUGLQDU\VKDUHVRXWVWDQGLQJGXULQJ
WKH\HDUHQGHG'HFHPEHU RI FDOFXODWHGDVIROORZV
3URILWDWWULEXWDEOHWRRUGLQDU\VKDUHKROGHUV EDVLF GLOXWHG
3URILWDWWULEXWDEOHWRRUGLQDU\VKDUHKROGHUV EDVLF GLOXWHG 3URILWDWWULEXWDEOHWRRUGLQDU\VKDUHKROGHUV EDVLF GLOXWHG
3URILWDWWULEXWDEOHWRRUGLQDU\VKDUHKROGHUV EDVLF GLOXWHG
,QWKRXVDQGVRIGROODUV
*URXS
*URX
S*URXS
*URXS
3URILWIRUWKHSHULRG
3URILWDWWULEXWDEOHWRRUGLQDU\VKDUHKROGHUV
:HLJKWHGDYHUDJHQXPEHURIRUGLQDU\VKDUHV
:HLJKWHGDYHUDJHQXPEHURIRUGLQDU\VKDUHV:HLJKWHGDYHUDJHQXPEHURIRUGLQDU\VKDUHV
:HLJKWHGDYHUDJHQXPEHURIRUGLQDU\VKDUHV
3DUHQW
3DUHQW3DUHQW
3DUHQW
6KDUHVμV
6KDUHV
μV6KDUHVμV
6KDUHV
μV6KDUHVμV
6KDUHV
μV6KDUHVμV
6KDUHV
μV
,VVXHGRUGLQDU\VKDUHVDW-DQXDU\
(IIHFWRI VKDUHVLVVXHGLQ0D\
(IIHFWRIVKDUHVLVVXHGLQ0D\
:HLJKWHGDYHUDJHQXPEHURIRUGLQDU\VKDUHVDW'HFHPEHU
),1$1&,$/,167580(176
),1$1&,$/,167580(176),1$1&,$/,167580(176
),1$1&,$/,167580(176
7KH*URXSRQO\KROGVQRQGHULYDWLYHILQDQFLDOLQVWUXPHQWVZKLFKFRPSULVHWUDGHDQGRWKHUUHFHLYDEOHVFDVK
DQGFDVKHTXLYDOHQWVVKRUWWHUPGHSRVLWVDQGWUDGHDQGRWKHUSD\DEOHV
1RQGHULYDWLYHILQDQFLDOLQVWUXPHQWVDUHUHFRJQLVHGLQLWLDOO\DWIDLUYDOXHSOXVIRULQVWUXPHQWVQRWDWIDLUYDOXH
WKURXJKSURILWRUORVVDQ\GLUHFWO\DWWULEXWDEOHWUDQVDFWLRQFRVWV6XEVHTXHQWWRLQLWLDOUHFRJQLWLRQQRQ
GHULYDWLYHILQDQFLDOLQVWUXPHQWVDUHPHDVXUHGDVGHVFULEHGEHORZ
)LQDQFLDODVVHWVDUHGHUHFRJQLVHGLIWKH*URXS¶VFRQWUDFWXDOULJKWVWRWKHFDVKIORZVIURPWKHILQDQFLDODVVHWV
H[SLUHRULIWKH*URXSWUDQVIHUWKHILQDQFLDODVVHWWRDQRWKHUSDUW\ZLWKRXWUHWDLQLQJFRQWURORUVXEVWDQWLDOO\DOO
ULVNVDQGUHZDUGVRIWKHDVVHW)LQDQFLDOOLDELOLWLHVDUHGHUHFRJQLVHGLIWKH*URXS¶VREOLJDWLRQVVSHFLILHGLQ
WKHFRQWUDFWH[SLUHRUDUHGLVFKDUJHGRUFDQFHOOHG
24 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
CDL Investments New Zealand Limited | 25
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
26 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
CDL Investments New Zealand Limited | 27
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2019
28
28
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of CDL Investments New
Zealand Limited (the company) and its subsidiary
(the Group) on pages 12 to 27:
i. present fairly in all material respects the Group’s
financial position as at 31 December 2016 and
its financial performance and cash flows for the
year ended on that date; and
ii. comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying
consolidated financial statements which
comprise:
— the consolidated statement of financial position
as at 31 December 2016;
— the consolidated statement of comprehensive
income, statement of changes in equity and
statement of cash flows for the year then
ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and tax 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.
© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. 28
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial s tatements of CDL Investments New
Zealand Limited (the ’company’) and its subsidiary
(the 'group') on pages 12 to 27:
i.present fairly in all material respects the Group’s
financial position as at 31 December 2019 and
its financial performance and cash flows for the
year ended on that date; and
ii.comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
—the consolidated statement of financial position
as at 31 December 2019;
—the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
—notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA
Code’), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.
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 $2.3m 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.
29
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Capitalisation and Allocation of Development costs
Refer to note 8 of the consolidated financial
statements.
The group’s development property comprises land
and costs incurred to develop land into subdivisions
and individual properties for sale. At 31 December
2019 development properties amounted to $182.7
million representing 77.6% of net assets in the
consolidated statement of financial position.
Determining whether to capitalise or expense costs
relating to development of the land is subjective as it
depends whether the costs enhance the land or
maintain the current value. In addition there is
significant judgement in determining how to allocate
the costs to individual properties.
To assess the capitalisation of development costs we
examined the operating effectiveness of the Group’s
process to capitalise and record development costs. We
then obtained invoices for a sample of capitalised costs
to check whether the nature of the expense met the
capitalisation criteria in the accounting standards. We
found no exceptions.
Our procedures over the allocation of these
development costs involved considering the costs
capitalised to properties sold versus costs capitalised to
the remaining properties in the portfolio, and in
comparison to realised value upon sale. We also
checked for consistency in approach between periods.
The evidence we obtained demonstrated the allocation
of costs was in line with our expectations.
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 Director’s review, disclosures relating to corporate governance, the trend
statement and financial summary and the other information included in the Annual Report. 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 received the Directors’ Review and have nothing
to report in regards to it. The Annual Report is expected to be made available to us after the date of this
Independent Auditor's Report and we will report the matters identified, if any, to those charged with
governance.
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
© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. 28
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial s tatements of CDL Investments New
Zealand Limited (the ’company’) and its subsidiary
(the 'group') on pages 12 to 27:
i.present fairly in all material respects the Group’s
financial position as at 31 December 2019 and
its financial performance and cash flows for the
year ended on that date; and
ii.comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
—the consolidated statement of financial position
as at 31 December 2019;
—the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
—notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA
Code’), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.
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 $2.3m 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.
29
29
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Capitalisation and Allocation of Development costs
Refer to note 8 of the consolidated financial
statements.
The group’s development property comprises land
and costs incurred to develop land into subdivisions
and individual properties for sale. At 31 December
2019 development properties amounted to $182.7
million representing 77.6% of net assets in the
consolidated statement of financial position.
Determining whether to capitalise or expense costs
relating to development of the land is subjective as it
depends whether the costs enhance the land or
maintain the current value. In addition there is
significant judgement in determining how to allocate
the costs to individual properties.
To assess the capitalisation of development costs we
examined the operating effectiveness of the Group’s
process to capitalise and record development costs. We
then obtained invoices for a sample of capitalised costs
to check whether the nature of the expense met the
capitalisation criteria in the accounting standards. We
found no exceptions.
Our procedures over the allocation of these
development costs involved considering the costs
capitalised to properties sold versus costs capitalised to
the remaining properties in the portfolio, and in
comparison to realised value upon sale. We also
checked for consistency in approach between periods.
The evidence we obtained demonstrated the allocation
of costs was in line with our expectations.
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 Director’s review, disclosures relating to corporate governance, the trend
statement and financial summary and the other information included in the Annual Report. 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 received the Directors’ Review and have nothing
to report in regards to it. The Annual Report is expected to be made available to us after the date of this
Independent Auditor's Report and we will report the matters identified, if any, to those charged with
governance.
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
30
30
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 company, 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 set of consolidated 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 Aaron Woolsey.
For and on behalf of
KPMG
Auckland
10 February 2020
CDL Investments New Zealand Limited | 31
CDL INVESTMENTS NEW ZEALAND LIMITED
30
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 company, 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 set of consolidated 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 Aaron Woolsey.
For and on behalf of
KPMG
Auckland
10 February 2020
REGULATORY DISCLOSURES
20 LARGEST SHAREHOLDERS (as at 2 March 2020) (Listing Rule 3.7.1c)
Rank Shareholder Number of Securities % of Issued Capital
1. MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED 184,724,438 66.26
2. ADRIAN HO 20,457,444 7.34
3. HSBC NOMINEES (NEW ZEALAND) LIMITED A/C STATE STREET -NZCSD 10,521,503 3.77
4. ACCIDENT COMPENSATION CORPORATION - NZCSD 7,189,962 2.58
5. JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED CLIENTS ACCT - NZCSD 6,370,819 2.29
6. CHRISTINA SEET 2,330,698 0.84
7. BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 1,576,993 0.57
8. CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD 1,369,495 0.49
9. HUGH GREEN INVESTMENTS LIMITED 1,154,059 0.41
10. GEOK LOO GOH 1,079,834 0.39
11. MFL MUTUAL FUND LIMITED - NZCSD 1,076,957 0.39
12. ROGER PARKER 801,032 0.29
13. BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 662,039 0.24
14. HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD 608,117 0.22
15. CALIBER TRUSTEE COMPANY LIMITED 599,668 0.22
16. STEVEN CHEONG KWOK WING 574,411 0.21
17. DEBORAH LEE SEERUP 450,005 0.16
18. GRAHAM KENNETH GASKIN + DONALD ERIC FORSYTH 400,587 0.14
19. SIMON HUGH BERRY 400,000 0.14
20. ROBERT WONG + CHRISTEIN JOE WONG 390,057 0.14
NZCSD provides a custodial depositary service to its clients and does not have a beneficial interest in the shares held in its name.
HOLDINGS SIZE (as at 1 March 2020)
Range Number of shareholders Number of shares % of Issued Capital
1 - 99 11 654 0.00
100 - 199 7 965 0.00
200 - 499 11 3,458 0.00
500 - 999 33 20,351 0.01
1,000 - 1,999 361 483,759 0.17
2,000 - 4,999 1,011 3,100,632 1.11
5,000 - 9,999 520 3,605,890 1.29
10,000 - 49,999 630 12,605,968 4.52
50,000 - 99,999 77 5,211,072 1.87
100,000 - 499,999 68 12,602,872 4.52
500,000 - 999,999 3 1,975,111 0.71
1,000,000 + 6 239,194,848 85.79
Rounding 0.01
Total 100.00
32 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
REGULATORY DISCLOSURES – continued
DOMICILE OF SHAREHOLDERS (as at 2 March 2020)
Number of shareholders Number of shares % of Issued Capital
New Zealand 2,635 252,845,188 90.69
Australia and overseas 103 25,960,392 9.31
Total 2,738 278,805,580 100.00
ADOPTION OF NEW NZX LISTING RULES
CDI adopted the new NZX Listing Rules from 1 March 2019.
No waivers were sought from NZX in 2019.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given to the Company under the Financial Markets Conducts Act 2013, as at 2 March 2020, the substantial product
holders in the Company are noted below:
Securities Class %
Millennium & Copthorne Hotels New Zealand Limited 184,724,438 Ordinary Shares 66.26
Aberdeen Standard (Asia) Limited 20,461,758 Ordinary Shares 7.34
Adrian Ho 20,457,444 Ordinary Shares 7.34
As at 2 March 2020, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares)
was 278,805,580.
CDL Investments New Zealand Limited | 33
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION
DIRECTORS (section 211(1)(I) Companies Act 1993)
As at 31 December 2019, the Company’s Directors were Messrs. C Sim, BK Chiu, RJ Austin, JH Henderson, KS Tan and VWE Yeo. Mr. KS Tan
retired as a director on 31 December 2019 and Mr. ES Kwek was appointed on 1 January 2020.
The gender breakdown of the Board is 6 male directors and 0 female directors (2018: 6 male directors and 0 female directors). CDI currently
has 1 female and 3 male officers (2018: 1 female and 3 male officers).
INTERESTS REGISTER (sections 189(1)(c) and 211(1)(e), Companies Act 1993)
The Company maintains an Interests Register as required under the Companies Act 1993. For the period under review, the following entries
were recorded:
USE OF COMPANY INFORMATION (section 145, Companies Act 1993)
During the year, the Board did not receive any notices from any Directors of the Company requesting the use of company information which
they would have received in their capacity as Directors which would not otherwise have been available to them.
SHARE DEALING (section 148, Companies Act 1993)
No share dealings by Directors occurred during the year.
DIRECTORS’ AND ASSOCIATED PERSONS SHAREHOLDINGS (as at 31 December 2019)
Director 2018 2019
C Sim Nil Nil
BK Chiu Nil Nil
RJ Austin Nil Nil
J Henderson Nil Nil
KS Tan Nil Nil
VWE Yeo Nil Nil
REMUNERATION (sections 161 and 211(1)(f), Companies Act 1993)
The total remuneration and value of other benefits earned received by each of the Directors of the Company for the year ending 31 December
2019 was:
Director Remuneration
C Sim $35,000
BK Chiu Nil^
RJ Austin $35,000
J Henderson $30,000
KS Tan Nil^
VWE Yeo $30,000
^ Mr. KS Tan, being the Interim Group Chief Executive and Executive Director of Millennium & Copthorne Hotels plc, did not receive any fees as
Chairman or as a Director of the Company. Mr. BK Chiu, being the Managing Director of Millennium & Copthorne Hotels New Zealand Limited
did not receive any fees as Chairman or as a Director of the Company or its subsidiary.
INDEMNITY AND INSURANCE (section 162, Companies Act 1993)
In accordance with the Company’s constitution, the Company has insured all its Directors and the Directors of its subsidiary against liabilities to
other parties (except the Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not
cover liabilities arising from criminal actions.
GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993)
As at 31 December 2019, the Directors of the Company have made general disclosures of interest in the following companies:
C Sim
Chairman/Director of:
Millennium & Copthorne Hotels New Zealand Limited
Director of:
Autocaps (Aust) Pty Ltd Autocaps Pastoral Division Pty Limited
Autocaps Vogue Pty Limited Bathurst Range Investments Pty Limited
Builders Recycling Properties Pty Ltd Builders Recycling Operations Pty Ltd
CS Investments No. 1 Pty Ltd Desert Rose Group Pty Limited
34 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION – continued
GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993) – continued
Desert Rose Holdings Pty Limited DMM Investments (NSW) Pty Ltd
East Quarter Group Pty Ltd East Quarter Hurstville Pty Limited
EQ Constructions Pty Ltd EQ Equity Pty Ltd
EQ Finance Services Pty Limited EQ Gosford Pty Ltd
EQ Projects Pty Ltd EQ Projects Holdings Pty Ltd
EQ Property Holdings Pty Ltd EQ Revesby Pty Ltd
EQ Riverside Pty Ltd EQ Zetland Pty Ltd
EQ Zetland Finance Pty Ltd Hurstville NSW Pty Limited
Llenruk Pty Ltd Naxta Pty Ltd
New Dale Sim Pty Ltd PBD Phoenix Pty Limited
PCC DevCo 1 Pty Limited Phoenix Palm Developments Pty Limited
Preslite Drive Technologies Pty Limited Proactive Management Systems Pty Ltd
SSK Investments Pty Ltd SSK Investments No 2 Pty Ltd
SSK Investments O/S Pty Ltd Waterbrook Bayview Pty Ltd
Waterbrook Bayview Investment Pty Ltd Waterbrook Bayview Village Management Pty Ltd
Waterbrook Bowral Pty Ltd Waterbrook Bowral Investment Pty Ltd
Waterbrook Brand Pty Ltd West Quarter Hurstville Pty Limited
BK Chiu
Chairman/Director of:
Quantum Limited Waitangi Resort Joint Venture Committee
Director of:
All Seasons Hotels & Resorts Limited CDL Land New Zealand Limited
Context Securities Limited Hospitality Group Limited
Hospitality Leases Limited Hospitality Services Limited
Kingsgate Hotels & Resorts Limited Millennium & Copthorne NZ Limited
Millennium & Copthorne Hotels New Zealand Limited QINZ Holdings (New Zealand) Limited
QINZ (Anzac Avenue) Limited
VWE Yeo
Executive Director / Chief Executive Officer of:
M&C Business Trust Management Limited M&C REIT Management Limited
Director of:
CDL HBT Cambridge City Pte. Ltd CDL HBT Cambridge City (UK) Ltd
CDL HBT Cambridge City Hotel (UK) Ltd CDL HBT Hanei Pte. Ltd
CDL HBT North Ltd CDL HBT Oceanic Holdings Pte Ltd
CDL HBT Oceanic Maldives Pvt Ltd CDLHT CFM One Pte Ltd
CDLHT CFM Two Pte Ltd CDLHT CFM III BV
CDLHT CFM III SRL CDLHT Hanei One Pte.Ltd
CDLHT Hanei Two Pte.Ltd CDLHT MTN Pte. Ltd
CDLHT Munich One Pte Ltd CDLHT Munich Two Pte Ltd
CDLHT Oceanic Holdings Pte Ltd CDLHT Oceanic Maldives Private Ltd
CDLHT Two Ltd Gemini Two Pte Ltd
Hospitality Holdings Pte Ltd Munich Furniture BV
NKS Hospitality I BV NKS Hospitality III SRL
Sanctuary Sands Maldives Private Limited Sunshine Hotels Australia Pty Ltd
The Lowry Hotel Ltd
RJ Austin
Director of:
Anglebury & Konig Limited Austand Securities Limited
Café Brands Limited CBMC Limited
CCNZ Limited Cure Kids Capital Limited
Cure Kids Ventures Limited Northington Investments Limited
Ohaupo Farms Limited Pastoral Management Limited
Vintage Sport and Leisure Limited Your Local Collective Limited
Trustee of:
Cure Kids
J Henderson
Director of:
Ding Bay Limited John Henderson Resources Limited
Maara Moana Limited Te Hoiere Asset Holding Company Limited
Member of:
Waipu Cove Reserve Board
CDL Investments New Zealand Limited | 35
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION – continued
EMPLOYEE REMUNERATION (section 211(1)(g), Companies Act 1993)
The number of employees or former employees of the Company and its subsidiary who received remuneration and any other benefits in their
capacity as employees, the value of which was or exceeded $100,000 per annum are as follows:
Remuneration and value of other benefits Number of employees
120,001 – 130,000 1
330,001 – 340,000 1
DONATIONS (sections 211(1)(h) and 211(2), Companies Act 1993)
The Company made no donations during the year.
AUDIT FEES (sections 211(1)(j) and 211(2), Companies Act 1993)
During the period under review, the following amounts were payable to the external auditors KPMG:
In thousands of dollars 2018 2019
Annual Audit 53 54
KPMG Other Services 15 7
SUBSIDIARY COMPANY AND DIRECTORS (section 211(2), Companies Act 1993)
The Company’s subsidiary and its directors as at 31 December 2019 are listed below:
Name Directors Ownership Activity
CDL Land New Zealand Limited BK Chiu, JC Adams
JB Pua 100.00% Development & Sale of Residential Land Sections
(*) Mr. JC Adams was appointed as a director with effect from 15 February 2019.
The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.
SUBDIVISION LOCATION MAP
Auckland
Auckland Projects
Kewa Road, Albany
Greville Road, Pinehill
Crestview, Massey
Christian Road, Swanson
Dominion Road, Papakura
Hamilton
Hastings, Hawke's Bay
Christchurch
Rolleston, Selwyn
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Colin Sim (Chairman)
BK Chiu (Managing Director)
Kwek Eik Sheng (Non Executive Director)
Vincent Yeo (Non-Executive Director)
Roy Austin (Independent Non-Executive Director)
John Henderson (Independent Non-Executive Director)
MANAGEMENT TEAM
Jason Adams (General Manager, CDL Land New Zealand Limited)
Natasha Hood (Group Accounting Manager)
Takeshi Ito (Company Secretary)
REGISTERED OFFICE & CONTACT DETAILS
Level 13, 280 Queen Street, Auckland, New Zealand
P O Box 3248, Shortland Street, Auckland 1140, New Zealand
Telephone: +64 9 353 5077 Facsimile: +64 9 353 5098
Website: www.cdlinvestments.co.nz
AUDITORS
KPMG, Auckland
BANKERS
ANZ Bank New Zealand Limited, Auckland
SOLICITORS
Bell Gully
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna
Private Bag 92119, Auckland 1142, New Zealand
Telephone: +64 9 488 8700 Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
STOCK EXCHANGE LISTING
New Zealand Exchange (NZX)
Company Code: CDI
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.