FY20 Results and Annual Report
Results announcement
19 August 2020
Results for announcement to the market
Name of issuer The a2 Milk Company Limited
Reporting Period 12 months to 30 June 2020
Previous Reporting Period 12 months to 30 June 2019
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
1,731,131 33.1%
Total Revenue 1,732,527 32.8%
Net profit from continuing
operations
388,167 31.8%
Total net profit 385,837 34.1%
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend for the year
ended 30 June 2020
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date No applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.48 $1.04
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For further information refer to the attached:
Audited Annual Report for the year ended 30 June 2020
Full Year Results Commentary
Full Year Results Presentation
Authority for this announcement
Name of person
authorised
to make this announcement
Jaron McVicar
Contact person for this
announcement
Jaron McVicar
Contact phone number +61 2 9697 7000
Contact email address Jaron.McVicar@a2milk.com
Date of release through MAP
19/08/2020
Audited financial statements accompany this announcement.
---
NZX Code: ATM
ASX Code: A2M
The a2 Milk Company Limited
www.thea2milkcompany.com
19 August 2020
NZX/ASX Market Release
Strong financial results and execution continuing
Results highlights for the full year ended 30 June 2020 (NZ$)
1,2,3
• Total revenue of $1.73 billion, an increase of 32.8%
• EBITDA
4
of $549.7 million, an increase of 32.9%
• Net profit after tax of $385.8 million, an increase of 34.1%
• Basic earnings per share (EPS) of 52.39 cents, an increase of 33.5%
• EBITDA to sales margin of 31.7%
• Operating cash flow of $427.4 million and a closing cash balance of $854.2 million
• Marketing investment of $194.3 million
5
targeting opportunities in China and the USA, an increase of
45.1%
• Group infant nutrition revenue of $1.42 billion, up 33.8%
• Strong growth in China label infant nutrition, with sales more than doubling to $337.7 million and
distribution expanded to ~19.1k stores
• USA milk revenue growth of 91.2% and distribution expanded to ~20.3k stores
1
All figures are in New Zealand Dollars (NZ$) unless otherwise stated.
2
All comparisons are with the 12 months ended 30 June 2019 (FY19), unless otherwise stated.
3
All figures are quoted based on all operations of the Group, including discontinued operations, unless otherwise stated.
4
Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company believes
that it assists in providing investors with a comprehensive understanding of the underlying performance of the business. A
reconciliation of EBITDA to net profit after tax is shown at the end of this document.
5
From continuing operations.
2
Summary of Group performance
The a2 Milk Company has made significant gains in revenue and earnings, with strong performances in all
key product segments, and across all core markets.
Our performance was robust throughout the year and we demonstrated significant resilience in the second
half managing the business in the face of the COVID-19 global pandemic.
Through these unprecedented times, we have been fortunate to continue experiencing strengthening
levels of consumer demand and worked closely with our strategic partners and customers to ensure supply
chains remained open and consumer needs continued to be met.
We estimate that COVID-19 had a modest positive impact on revenue and earnings for the year.
Additionally, our business was favourably impacted by foreign exchange movements.
Our overall result reflects the continued growth in our infant nutrition segment with sales totalling $1.42
billion for the period – an increase of 33.8% on the prior corresponding period.
In line with our strategy, our growth in China label infant nutrition products was significant, with sales
effectively doubling to $337.7 million. We achieved this while also continuing to achieve growth in our
English label infant nutrition products with growth of 21.2%.
Our revenue in the third quarter was well above expectations due to the impact of changes in consumer
purchase behaviour arising from the COVID-19 situation. This included an increase in pantry stocking
particularly via online and reseller channels.
In our view, a proportion of consumer pantry stocking driven by COVID-19 unwound in the fourth quarter.
However, this will remain a dynamic situation and we will continue to monitor changes in consumer
behaviour moving forward.
We again achieved solid growth in our liquid milk businesses in Australia and the USA, with sales across the
Group
6
totalling $222.0 million up 29.7%. Liquid milk sales in Australia were up 14.1% to $152.5 million and
sales in the USA almost doubled during the year to $66.1 million, driven by improved sales velocity in
established stores as well as an expanded store footprint.
Our gross margin percentage
5,7
increased to 56.0%, benefiting from improved price yield and the positive
effects of currency movements, partially offset by COGS increases related to infant formula.
During the year we invested $194.3 million
8
in marketing, to drive brand awareness and conversion to trial
in our key growth markets. This was slightly lower than our forecasted $200 million due to efficiencies in
media spend in the fourth quarter.
We delivered a full year EBITDA margin of 31.7% which was in line with the guidance we provided in April.
Net cash flow from operating activities for the period was $427.4 million representing a high cash
conversion rate.
Our balance sheet remains in a very robust position. Our closing cash position of $854.2 million reflects
growth in revenue and earnings. This will continue to be important in the execution of our growth strategy,
including potential participation in manufacturing.
We finished the year with inventory of $147.3 million. This was higher than prior years, in part reflecting
our growing business, as well as the decision to carry a higher level of inventory as a safety buffer given the
uncertainties of COVID-19. Additionally, at the end of the period, we have recognised a provision for a
quantity of finished stock that is on-hold awaiting further testing to ensure it fully meets our standard of
specification.
6
From continuing operations.
7
Gross margin percentage is calculated as revenue less cost of goods sold, divided by revenue.
8
From continuing operations.
3
Delivering on our strategic priorities and business objectives
We have made significant progress on the execution of our strategic initiatives throughout the year.
We are committed to a focused approach to pursuing our strategic growth priorities:
1. Maximise growth from existing products in core markets;
2. Broaden our product portfolio in core markets; and
3. Expand in other targeted markets.
With the benefit of the comprehensive work undertaken during 2019 to enhance our understanding of the
consumer and sales channels in our core markets, we have continued to increase levels of investment in
marketing and capability to execute our growth plan.
In Australia, we have continued to build on our market leading positions in fresh milk and infant nutrition,
whilst leveraging this to launch new products, such as a2 Smart Nutrition™, to drive further specialised
nutritional products to consumers graduating from infant nutrition.
In China, we remain focused on strengthening our infant nutrition position in-market which we believe still
has significant runway for growth. It is pleasing to see our investments in brand, trade activities and people
driving strong sales momentum, in particular within our China label infant formula brand, a2 至初®, which
now accounts for 24% of our total infant formula business.
In the USA, we continue to build brand awareness and drive towards meaningful scale.
Our targeted exploration of new markets continues. In October we launched a new Hong Kong label range
of infant formula, in December we launched Stages 1-3 infant formula in Korea with our partner,
YuhanCARE (Yuhan), and in March we entered into a new licensing agreement with AgriFoods in Canada to
produce, market and distribute our fresh milk brand.
Work progressed during the year to expand our product portfolio in China. A growing range of fresh, long
life milk and powder products targeting families is expected to become a meaningful growth engine over
time.
Capital allocation framework
As we noted in February 2020, as part of the Board’s ongoing review of the most appropriate use of capital
for the business, we continue to prioritise investment in growth initiatives ahead of returning capital to
shareholders.
As we have announced previously, due to the increasing scale of our infant nutrition business, we consider
it now appropriate to assess participation in manufacturing capacity and capability to complement our
existing supply chain relationships. Accordingly, we are presently evaluating opportunities to address this
issue, with significant progress made during the year.
With our cash balance growing it has become increasingly important for the business to review our capital
requirements going forward. A significant review of our capital allocation framework was commenced in
the second half with a view to defining the discipline and prioritisation of our financial parameters in a way
that optimises and supports our long-term plan.
Leveraging our strategic partnerships
This year has again highlighted the importance of key strategic partnerships. This remains a core element of
our capital-smart business model.
We acknowledge and thank all our suppliers and customers for their support and assistance throughout the
year. In particular, we acknowledge our three key strategic partners China State Farm, Synlait Milk and
Fonterra. We have refocused our relationship with Fonterra and look forward to potential new
opportunities to provide meaningful benefits to both companies in the medium term.
4
1. Deliver Asia Pacific sales strategy outcomes
Our Asia Pacific business revenue was $1.66 billion, up 31.5%, with EBITDA of $690.5 million, up
32.0%. This included:
• ANZ segment revenue of $965.7 million, up 14.6%, with EBITDA of $465.6 million, up 19.9%
• China & Other Asia segment revenue of $699.4 million, up 65.1%, with EBITDA of $224.9 million,
up 66.7%
Infant nutrition
Our Asia Pacific infant nutrition portfolio comprising predominantly China and English label
products delivered $1.42 billion, up 33.8% on the prior corresponding period (‘PCP’). China label
infant nutrition products can be sold via mother and baby stores (MBS), modern supermarkets and
domestic e-commerce retail channels. English label products can be sold through ANZ retailers,
ANZ-sourced resellers and cross border e-commerce (CBEC) channels. We continue to leverage a
multichannel approach to ensure we can cater to our consumers’ differing shopping needs.
We have substantially increased our in-market capability with many new hires to the China team
and further optimised our distributor arrangements which have allowed us to improve our in-
market execution at both a brand and retail level.
Despite COVID-19 causing some disruptions and changing consumer behaviour across the
marketplace, we managed to maintain our sales growth momentum. However, with a shift of sales
from offline to online channels we chose to pause some of our marketing plans while we observed
the impacts of these changes. As restrictions eased in China during the second half, we resumed
the scale of our marketing programme including significant media investment and working with our
distributors and retailers to improve our brand experience in-store. We are pleased with the impact
this had on sales growth and brand awareness across all our key channels.
Infant nutrition – China label channels
We achieved sales of $337.7 million for a2 至初® China label infant nutrition, which was over 100%
growth on PCP and 62.7% growth for the half. Our MBS value share was 2.0% compared to 1.7% at
HY20, up from 1.3% at FY19
9
.
These results are an outcome of consistent investment in advertising, our strategy of pursuing
distribution in high productivity stores and optimising in-store execution. These efforts are
underpinned by increased data analytics capability to ensure our investments are optimised.
Offline store closures associated with COVID-19 disruptions during the third quarter meant we
added fewer new stores to our offline footprint in the second half, increasing to 19.1k stores
compared with 18.3k at the end of 1H20. However, we worked closely with our distributors and
retail partners through these disruptions, including to fulfil orders via direct home deliveries, within
the bounds of internal travel restrictions.
We launched a China label version of our Stage 4 product and introduced a tamper-evident lid for
our Stages 1, 2 and 3 China label products in December, to further enhance product security and
provide additional differentiation with our English label products. Our infant nutrition portfolio is
complemented by our other nutritional products as we broaden our appeal to existing consumers
and seek to connect with new consumers.
9
Source: Nielsen MBS – 12-month market value share.
5
Infant nutrition – Cross border e-commerce
We delivered a2 Platinum® English label infant nutrition sales of $341.1 million, up 40.3% and
reached a CBEC value share for the financial year of 21.7%, up from 20.6% at HY20 and up from
18.6% at FY19
10
.
It was pleasing to see our expanded market share in this strategically important sales channel given
heightened competitive activity across 2H20 and we continued to invest in driving demand across
e-commerce platforms. There has been a concerted effort throughout the year to better track and
understand the effectiveness of our digital marketing tools with an increased focus on data
analytics to further refine and optimise our approach. This will continue in FY21.
We performed well across the key e-commerce selling events throughout the year, including
“11/11 singles day” in November and “6/18” in June. For the “6/18” event, our a2 Platinum® Stage
3 was the top selling infant nutrition product on JD.com. and, for the first time, we were the
bestselling CBEC IMF brand overall. On Tmall, we were the second best selling CBEC IMF brand
overall and the number one CBEC flagship store.
Infant nutrition – ANZ retailers and resellers
Our infant nutrition sales in ANZ grew 14.1% delivering $745.1 million in revenue for the year. We
remain the market brand leader in Australian grocery and pharmacy channels and continue to
invest behind our brand, with our level of advertising being the highest in the category. Despite
positive growth, COVID-19 related travel restrictions negatively impacted the reseller channel due
to reduced travel between Australia and China.
Infant nutrition – market share reporting
Our business continues to evolve as we grow, particularly for consumption of Stages 3 and 4
amongst children above three years of age, and increased penetration in lower tier cities.
In our view, tracking the MBS channel with Nielsen scan data, and the CBEC channel through
Smartpath, more accurately reflects our performance and yields greater market insight. As such we
will move to reporting against these sources externally, in line with industry practice.
Liquid milk
It is pleasing to report that our Australian fresh milk business continues to perform well with total
revenue of $152.5 million. In our most mature category, we achieved double-digit revenue growth
of 14.1%. Demand in the third quarter and start of the fourth quarter was particularly strong as
consumers increased their in-home consumption during COVID-19 with many working from home
for extended periods.
Furthermore, a2 Milk™ maintained a 12 month value share of 11.3%
11
despite the strong category
value growth caused by the retail price increase of private label milk. a2 Milk™ continues to be the
only fresh milk brand ranged in all major supermarket chains and the highest brand advertiser in
the fresh milk category, maintaining very high brand awareness and loyalty which benefits the
portfolio as a whole.
We have also recently entered into an arrangement to underwrite the expansion of the
manufacturing facilities of our long-term fresh milk supply chain partner in Victoria, Kyvalley Dairy
Group (‘Kyvalley’), to support the ongoing growth of our liquid milk business.
10
Source: Smartpath CBEC – 12-month market value share.
11
IRI Australian Grocery Weighted Scan 12 months ending 30 June 2020.
6
Through this arrangement we will acquire Kyvalley’s Kyabram milk processing facilities and fund its
expansion and upgrade. Kyvalley will manage the assets under a lease and revised long-term supply
agreement.
The arrangement would involve certified dairy farmers continuing to supply Kyvalley with raw milk.
The arrangement remains subject to Foreign Investment Review Board approval.
Other nutritional products
For all other nutritional products, sales increased 30.5% to $85.2 million.
The most significant proportion of our other nutritional segment remains a2 Milk™ whole milk and
skim milk powder which is now available in ANZ and China with further potential for growth across
new channels, particularly in offline China retail channels.
a2 Smart Nutrition™ continues to show positive signs of becoming a meaningful extension of our
infant and children’s nutritional portfolio. There are encouraging indications of consumer
acceptance, and a China label version of the product was launched in January 2020, initially with a
focus on gaining distribution in MBS. A bigger roll-out, including a launch of 200mL a2 Smart
Nutrition™ UHT will be conducted into modern trade during FY21 as part of a broader channel push
to engage families across a wider portfolio of a2 Milk™ based products.
The re-launch of our nutritional product targeting mothers under new branding and a
reformulation of a2 Nutrition for Mothers™ was successfully completed in 2H20.
a2 Milk™ powder blended with Mānuka honey continued to present some manufacturing
challenges during the year, with the product to be reintroduced in 1H21.
2. Reach meaningful scale in North America
USA
We delivered revenue in the USA of $66.1 million, representing growth of 91.2% compared to the
prior corresponding period with brand awareness more than doubling, conversion rates up
significantly. Encouragingly, over 50% of our sales growth was driven from existing stores.
Our average velocities have grown within our key accounts in the range of 14% to 74%, with many
of our key accounts with average units per store per week of greater than 20-25 and some above
40. Given increased investment in building brand awareness and distribution growth, we recorded
an EBITDA loss of $50.5 million.
Distribution grew to approximately 20.3k stores, from 17.5k stores at the end of December 2019
and 13.1k stores as at end of FY19. Leveraging the consumer and channel insights obtained through
a strategic review completed in 2019, we introduced new packaging and launched a new TV
advertising campaign, both of which received positive feedback from consumers and the retail
trade, and assisted in further building brand awareness and conversion to trial.
In July 2019, we launched a2 Milk™ Coffee Creamers which have been received positively and are
performing to plan. As consumer demand for our products build, and our distribution footprint
strengthens, we expect opportunities to launch additional new products will emerge. Prior to
COVID-19 our increased in-store merchandising efforts were delivering encouraging results in
enhancing our sales velocities.
Whilst our consumption is up as compared to the prior period, from March, in-store foot traffic
during the pandemic reduced due to retailer safety policies and purchasing limitations on milk per
visit limited the growth that we may have otherwise seen for the brand. In the third quarter our
plans to increase the utilisation of a merchandising team was impacted by COVID-19. However,
7
merchandisers have returned to stores from July and are having a positive impact on retail
distribution.
The impact of COVID-19 in the USA market overall has been significant. We are seeing that
consumers are becoming more value conscious given economic uncertainties, high unemployment
rates and have adjusted our FY21 sales and marketing plans accordingly.
Hence, in FY21 we will shift our focus away from broadcast advertising media to a greater emphasis
on in-store price and activation to drive demand. We are planning promotional initiatives in
conjunction with our key retail customers with the objective of further building our facings and
sales velocity.
The outcome of this shift will be growth in volume accompanied by increased trade spend with net
revenue broadly consistent with FY20. With lower overall marketing spend we anticipate an
improved EBITDA result for FY21.
As we build towards reaching meaningful scale in the USA, our initial milestone for the business
continues to be US$100 million of annualised sales.
Canada
In March, we entered into an exclusive licensing agreement with Agrifoods International
Cooperative Ltd (“Agrifoods”) for the production, distribution, sales and marketing of a2 Milk™
branded liquid milk for the Canadian market.
Since March, we have worked closely with Agrifoods, providing access to our intellectual property
and marketing assets as well as our proprietary systems and know-how relating to the local
sourcing and processing of a2 Milk™.
Agrifoods is leveraging its substantial capabilities in-market to establish distribution across Canada
and has primary responsibility for funding this venture. The product has recently been launched to
a number of customers in Western Canada.
3. Build towards sustainable brand leadership
Building brand value and increasing brand awareness through marketing investment remains an
important focus. We invested $194.3 million
12
in marketing during the year, which represented a
45.1% increase on prior year driven primarily by increases in our China marketing investment.
We leveraged our deepened understanding of consumers and purchasing behaviour in China to
continuously improve our marketing mix which includes consumer advertising, in-store and event
activations, digital live streaming and the development of a new brand creative platform. While we
had launched this new creative in December 2019, we decided to temporarily pause and adjust the
plan in the third quarter due to COVID-19. However, we resumed the activity in May as COVID-19
restrictions in China began to ease.
In addition to consumer marketing, our brand value is supported by investment in research and
development programmes, an increased focus on sustainability, as well as initiatives to support the
communities in which we operate.
Supporting relevant independently managed scientific studies remains important as we build our
long-term brand proposition. In September 2019, the results of a clinical trial from 75 Chinese
children aged between five and six with mild to moderate milk discomfort or lactose intolerance
(confirmed via a urinary galactose test) were published. The study reported that replacing
conventional milk with a2 Milk™ “reduced gastrointestinal symptoms associated with milk
intolerance” in many subjects and led to “a corresponding improvement in an aspect of cognitive
12
From continuing operations.
8
performance” as measured using the Subtle Cognitive Impairment Test (SCIT)
13
. The study was
independently peer reviewed and published in the USA based Journal of Pediatric Gastroenterology
and Nutrition.
We significantly stepped up our contributions to the community in 2H20 with donations to the
bushfire appeal in Australia to support regional and rural communities which is the heart of our
milk supply in Australia.
We also contributed through a series of initiatives to support those impacted by COVID-19
including product donations to frontline medical workers and consumers in Wuhan, a cash
donation to the Shanghai Red Cross and contributions to two leading Australian universities for
research into a vaccine for COVID-19.
We are also pleased with the progress we have made in our sustainability initiatives in FY20. We
have significantly improved the foundations on which we will build a meaningful and impactful
strategy going forward. Central to this, is the recent launch of The a2 Impact Fund
TM
which will be
used to bring together many of the sustainability-related activities we undertake on a daily basis, as
well as amplifying our progress against a number of identified environmental and social initiatives
and for a range of important stakeholder groups.
4. Deliver the organisation of the future
To support the execution of our overall Group strategy, we continue to build capability within the
organisation. This year we introduced a number of new roles to complement and extend our
existing capabilities, particularly in-market in China, the USA, and within certain Group functions.
We increased the size of our team to over 300 people, up 41.0% from last year.
To enhance our organisational alignment and enable the right ways of working to deliver on our
strategy, we recently reorganised our most senior executive team to form our Executive Committee
and formed a Senior Leadership Group which comprises the senior management of the business.
We also established several initiatives designed to enhance engagement and launched a revised
remuneration framework to align with our strategic direction.
Over the next two years we will be implementing new information technology systems to support
the existing organisation and provide for future growth.
We also utilised external resources to accelerate the delivery of certain outcomes and to
complement existing internal capabilities. As we improve internal capability, the composition and
level of external resourcing will moderate over time.
I would also like to take this opportunity to recognise the efforts of all our people this year. It was
one that included a number of changes and unique challenges, but the team has continued to drive
forward together, building from strength.
We are proud of what we have achieved commercially and of the way our people went about
embracing change, managing challenges and looking after each other as well as the business – truly
espousing the values of our big small company.
13
Xiaoyang S, Zailing L. Effects of Conventional Milk Versus Milk Containing Only A2 ß-Casein on Digestion in Chinese Children. J
Pediatr Gastroenterol Nutr. 2019 Jul 9.
9
Outlook
FY21
Globally, there continues to be uncertainty resulting from COVID-19, and the potential for moderation of
economic activity. This could impact consumer behaviour in our core markets, as well as participants within
the supply chain, most notably in China.
Notwithstanding these uncertainties, overall for FY21, we anticipate continued strong revenue growth
supported by our continued investment in marketing and organisational capability.
FY21 EBITDA margin is expected to be in the order of 30% to 31% reflecting:
• Higher raw and packaging material costs partially offset by price increases
• Increase of marketing investment
• FX benefit of prior year not expected to be replicated
• 3Q20 COVID-19 benefits not replicated
FY21 Capex is currently expected to be $50 million due to our ERP investment and capital projects
supporting fresh milk processing in Australia.
Medium-term target
As previously announced, the Board considers it appropriate that the Company target an EBITDA margin in
the order of 30% in the medium-term. This assumes the market performance and mix of our products
remains broadly consistent and the competitive environment evolves as anticipated. We will keep the
balance between growth and investment under constant review.
10
Reconciliation of EBITDA to net profit after tax
Full Year Ended Full Year Ended
30-Jun-20 30-Jun-19
$ 000's $ 000's
Segment EBITDA 549,719 413,610
Depreciation & amortisation (4,393) (2,176)
EBIT 545,326 411,434
Net interest income 5,746 4,277
Income tax expense (165,235) (127,970)
Net profit after tax 385,837 287,741
Geoffrey Babidge
Chief Executive Officer
The a2 Milk Company Limited
For further information, please contact:
Investors / Analysts
David Akers
Head of Investor Relations
M +61 412 944 577
david.akers@a2milk.com
Media
Rick Willis
Media partner
M +61 411 839 344
rick@networkfour.com.au
---
The a2 Milk Company Limited
2020 Annual Report
thea2milkcompany.com
2020 Annual ReportThe a2 Milk Company Limited
ARBN: 158 331 965
BUILDING FROM
STRENGTH
During this financial year we have continued to strengthen
our brand and business foundations to enable us to build
sustainable growth for future years.
Moving forward we have a heightened focus on living our
purpose, to enrich lives through the nutritional wonders
of nature, delivering to our financial ambitions, and to
further improving the meaningful impact we can make on
the broader communities and world in which we operate.
GROWING
RESILIENCE
STRENGTHENING
IMPAC T
HIGHLIGHTS
GROUP PERFORMANCE
$1.73bn
Revenue 32.8%
$549.7m
EBITDA 32.9%
$385.8m
NPAT 3 4 .1%
52.39c
Earnings per share
33.5%
$4 27. 4m
Operating cash flow
$854.2m
Cash on hand
PRODUCT SEGMENT REVENUE
$223.4m
Liquid milk 27.7%
$1.42bn
Infant nutrition 33.8%
$85.2m
Other nutrition 29.6%
REGIONAL HIGHLIGHTS
Asia PacificUSA
101.2%
China label
infant nutrition
40.3%
English label
1
infant nutrition
91.2%
Milk sales growth
19.1k
China store distribution
14 .1%
Australian milk sales
20.3k
Store distribution
1 Includes Hong Kong and Korean label
2 The a2 Milk Company Building from strength 3
4 The a2 Milk Company
FY20 highlights 02
Our Chair 08
CEO’s year in review 10
Building a sustainable future 22
Corporate governance 38
Our directors 40
Our executive committee 42
Governance 44
Remuneration 49
Financial statements 54
Other information 102
CONTENTS
Building from strength 5 4 The a2 Milk Company
Company founded in
New Zealand by
Dr Corrie McLachlan
and Howard
Paterson, armed with
unique intellectual
property and a
growing belief of the
effects different milk
proteins have on
human health
2012
The company name
changes from A2
Corporation to The
a2 Milk Company
with a new brand
identity
First human digestion
clinical research is
published supporting
a digestive difference
between A1 and
A2 beta casein
protein types
2014
Renewed agreement
with China State Farm
Comprehensive
strategic relationship
announced with
Fonterra Co-operative
Group
Increased Synlait
shareholding to 17.4%
Australian fresh milk
market share exceeds
10%
a2 Platinum
®
becomes
Australia’s No. 1
infant nutrition brand
2018
Increased Synlait
shareholding
to 19.8%
Included in
S&P/ASX50
Step-changed
our investment
behind our
brand, our
people and
increased
capabilities,
to further
strengthen our
foundations for
future growth
2020
Infant nutrition
step-changes the
business and
now accounts for
60% of revenue
2016
Transferred from NZAX
to NZX Main Board
Formed a manufacturing
agreement with Synlait
Milk Limited (‘Synlait’)
Formed a strategic
partnership with China
State Farm Holding
Shanghai Company
(‘China State Farm’)
Commissioned a state-of-
the-art milk processing
facility in Sydney,
Australia
2008
Major change in
strategic direction,
shifting from
licensing model
to branded
operational model
a2 Milk™
relaunched in
Australia with more
focused brand and
operational efforts
2003
a2 Milk™ begins
selling in New
Zealand and
Australia via
licensing
arrangements
Cliff Cook invests in
the company and
later becomes
Chairman of the
Board 2004 to 2015
2000
Listed on NZX
Alternative
Market (NZAX)
2004
Company records
a Group profit of
NZ$2 .1m
2011
a2 Platinum
®
infant
nutrition brand is
launched in New
Zealand, Australia
and China
2013
Listed on ASX
a2 Milk™ is
launched in USA
2015
Achieved broad
national distribution
in the US liquid milk
market
Included in
S&P/ASX100
Renewed agreement
with Synlait
2019
Group revenue
exceeds $0.5 billion
for the first time
Acquired 8.2%
equity of Synlait
2017
1 Financial year
ending
OUR 20-YEAR
JOURNEY
1
Early in our 20-year history we had many false starts.
However, we persevered to become the company we
are today. Below are some of the highlights of the
critical milestones that have marked our journey and are
paving the way to continuing to realise our ambitions.
Building from strength 7 6 The a2 Milk Company
It is with great pleasure that I
present to you, yet another
outstanding year for
The a2 Milk Company. This
year, as we reflect over our
20-year history, I am reminded
of what a remarkable journey
it has been.
As a business with a proud New Zealand heritage we are also
extremely pleased of how we have developed our Trans-
Tasman markets, the tremendous growth we are achieving in
China, and the additional opportunities we are developing in
North America and other parts of Asia.
2020 was a year in which our business faced many changes
and challenges. Despite this, we didn’t deviate from delivering
on our strategy. The resilience we have created within our
company over many years has provided us a solid foundation
on which to continue building from strength. We continue to
invest in those aspects of the business that will create more
growth opportunities in the future.
Focus areas for the year included:
• A heavy uplift in marketing investment behind our brand,
especially in China
• Our continued expansion into more physical stores in
China, and driving growth across all infant formula
channels
• Expanding our distribution and presence in the USA
• Delivering strong performances in our key growth markets
– China and the USA
• The continued investment in building our internal teams
and capabilities.
Against the backdrop of the uncertainty and complexities
caused by COVID-19, we recognise that we are fortunate
to be supplying essential products that are well positioned
and appealing to consumers. In addition, we have enjoyed
good support from our manufacturing and logistics partners,
our farmers, our in-market distribution partners and most
importantly from our loyal and growing consumer base.
It is the combination of all these that has allowed us to
deliver growth across all our key markets and across all our
product categories.
As well as delivering a record performance this year, we also
deepened our understanding and commitment to building a
more sustainable business. Focus areas included climate impact
assessment, ethical supply chain and responsible sourcing,
animal welfare improvements, farm environmental plans,
assisting our communities to thrive and various initiatives and
investments in our people.
Over the past several years, we have experienced rapid growth
and, consequently, developed a robust balance sheet with
significant cash reserves. This has created a wide range of
options for us to fund our future growth. Our strong financial
standing has allowed us to continue to invest heavily behind
our brand and in the people and technological capabilities
necessary to realise our full potential as a business. Our
approach has generated strong results in the short term, as
well as strengthening the essential building blocks that will
drive the future success of our business.
As we noted in February 2020, as part of the Board’s
ongoing review of the most appropriate use of capital for
the business, we continue to prioritise investment in growth
and other strategic initiatives. We are committed to ensuring
the optimum use of our financial resources and, at this point,
believe maintaining flexibility for the long term is the more
appropriate approach than a return of capital to shareholders
in the short term.
Due to the increasing scale of our infant nutrition business,
we are assessing participation in manufacturing capacity
and capability to complement our existing supply chain
relationships. We have explored a number of opportunities
over the past six months and will update you in due course.
I would like to acknowledge our whole team for the
contribution everyone has made to the business – FY20 was
a year without comparison – we all had to do it differently
to make it happen. On behalf of the Board, I commend
the significant contribution to the company from our Chief
Executive Officer, Geoffrey Babidge, who stepped back into
the business in December 2019. I said at the time we were
fortunate to have someone like Geoff who could assist in this
way, and that could not be more accurate when we reflect on
what transpired in the second half of the year.
I would also like to express how excited we are to have
announced the appointment of David Bortolussi as our
Managing Director and Chief Executive Officer. He is
expected to commence in the role early in the 2021 calendar
year. David has many strengths that make him well suited to
leading the company at this stage of its growth, including
extensive international leadership experience in the consumer
and retail sector.
I also wish to acknowledge the support provided by our
Executive Committee, the management team and all our
staff, including our partners, in ensuring we didn’t miss a
beat through perhaps the most challenging environment that
most of us have ever had to face. On behalf of the Board I
would therefore like to thank this group for their continued
dedication and support for the business.
I would also like to thank my fellow directors for the significant
increase in workload this year. Our Board has been structured
in such a way to ensure we have a high degree of diversity
and experience with strong local insights into our markets.
For better or worse, this also means we are geographically
diverse and as such, it has required careful planning and
flexibility to ensure our effectiveness through the challenges
posed by COVID-19.
To all our shareholders and other stakeholders, thank you for
your continued support for this business. Wherever you are,
we hope you are safe and in good health.
David Hearn
Chair
18 August 2020
OUR
CHAIR
We are successfully
navigating and safely
operating our business
during these challenging
times always with the
health and wellness of our
employees and partners
top of mind.
Building from strength 9 8 The a2 Milk Company
The a2 Milk Company has made significant
gains in revenue and earnings, with strong
performances in all key product segments
and across all core markets.
CEO’S YEAR IN REVIEW
STRENGTHENING
EXECUTION
Building from strength 11 10 The a2 Milk Company
CEO’S YEAR IN REVIEW
PERFORMANCE
OVERVIEW
RESULTS
HIGHLIGHTS
FOR THE YEAR ENDED 30 JUNE 2020 (NZ$)
1,2,3
Total revenue of
$1.73bn
32.8%
EBITDA
4
of
$549.7m
32.9%
Net profit after tax of
$385.8m
34.1%
Basic earnings per share
(EPS) of
52.39c
33.5%
EBITDA to sales
margin of
31.7%
Operating cash flow of
$4 27. 4m
and a closing cash balance of
$854.2 million
Marketing
investment of
$194.3m
5
targeting opportunities in
China and the USA
45.1%
Group infant nutrition
revenue
of
$1.42bn
33.8%
China label infant
nutrition sales of
$337.7m
and distribution expanded to
~19.1k stores
USA milk revenue
growth of
91.2%
and distribution expanded
to ~20.3k stores
1 All figures are in New Zealand Dollars (NZ$) unless otherwise stated.
2 All comparisons are with the 12 months ended 30 June 2019 (FY19), unless otherwise stated.
3 All figures are quoted based on all operations of the Group, including discontinued operations,
unless otherwise stated.
4 Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure.
However, the company believes that it assists in providing investors with a comprehensive
understanding of the underlying performance of the business. A reconciliation of EBITDA
to net profit after tax is shown on page 111.
5 From continuing operations.
Summary of Group performance
The a2 Milk Company has made significant gains in revenue
and earnings, with strong performances in all key product
segments, and across all core markets.
Our performance was robust throughout the year and
we demonstrated significant resilience in the second
half managing the business in the face of the COVID-19
global pandemic.
Through these unprecedented times, we have been fortunate
to continue experiencing strengthening levels of consumer
demand and worked closely with our strategic partners
and customers to ensure supply chains remained open and
consumer needs continued to be met.
We estimate that COVID-19 had a modest positive
impact on revenue and earnings for the year.
Additionally, our business was favourably impacted
by foreign exchange movements.
Our overall result reflects the continued growth in
our infant nutrition segment with sales totalling
$1.42 billion for the period – an increase of 33.8%
on the prior corresponding period.
In line with our strategy, our growth in China label infant
nutrition products was significant, with sales effectively
doubling to $337.7 million. We achieved this while also
continuing to achieve growth in our English label infant
nutrition products with growth of 21.2%.
Our revenue in the third quarter was well above expectations
due to the impact of changes in consumer purchase behaviour
arising from the COVID-19 situation. This included an increase
in pantry stocking particularly via online and reseller channels.
In our view, a proportion of consumer pantry stocking driven
by COVID-19 unwound in the fourth quarter. However,
this will remain a dynamic situation and we will continue
to monitor changes in consumer behaviour moving forward.
We again achieved solid growth in our liquid milk businesses
in Australia and the USA, with sales across the Group
1
totalling
$222.0 million up 29.7%. Liquid milk sales in Australia were
up 14.1% to $152.5 million and sales in the USA almost
doubled during the year to $66.1 million, driven by improved
sales velocity in established stores as well as an expanded
store footprint.
Our gross margin percentage
1,2
increased to 56.0%,
benefiting from an improved price yield and the positive
effects of currency movements, partially offset by COGS
increases related to infant formula.
During the year we invested $194.3 million
1
in marketing,
to drive brand awareness and conversion to trial in our key
growth markets. This was slightly lower than our forecasted
$200 million due to efficiencies in media spend in the
fourth quarter.
We delivered a full year EBITDA margin of 31.7% which was
in line with the guidance we provided in April. Net cash flow
from operating activities for the period was $427.4 million
representing a high cash conversion rate.
1 From continuing operations.
2 Gross margin percentage is calculated as revenue less cost of goods sold,
divided by revenue.
Strong financial results and
execution continuing
Our performance was
strong throughout the
year and we demonstrated
significant resilience in the
second half managing the
business in the face of the
COVID-19 global pandemic.
Geoffrey Babidge
Chief Executive Officer
Building from strength 13 12 The a2 Milk Company
CEO’S YEAR IN REVIEW
STRENGTHENING
EXECUTION
With the benefit of the
comprehensive work
undertaken during 2019 to
enhance our understanding
of the consumer and sales
channels in our core markets,
we have continued to
increase levels of investment
in marketing and capability to
execute our growth plan.
Our balance sheet remains in a very robust position. Our
closing cash position of $854.2 million reflects growth in
revenue and earnings. This will continue to be important in
the execution of our growth strategy, including potential
participation in manufacturing.
We finished the year with inventory of $147.3 million. This
was higher than prior years, in part reflecting our growing
business, as well as the decision to carry a higher level
of inventory as a safety buffer given the uncertainties of
COVID-19. Additionally, at the end of the period, we have
recognised a provision for a quantity of finished stock that is
on-hold awaiting further testing to ensure it fully meets our
standard of specification.
Delivering on our strategic priorities
and business objectives
We have made significant progress on the execution of our
strategic initiatives throughout the year.
We are committed to a focused approach to pursuing our
strategic growth priorities:
1. Maximise growth from existing products in core markets;
2. Broaden our product portfolio in core markets; and
3. Expand in other targeted markets.
With the benefit of the comprehensive work undertaken
during 2019 to enhance our understanding of the consumer
and sales channels in our core markets, we have continued
to increase levels of investment in marketing and capability
to execute our growth plan.
In Australia, we have continued to build on our market
leading positions in fresh milk and infant nutrition, whilst
leveraging this to launch new products, such as a2 Smart
Nutrition
TM
, to drive further specialised nutritional products
to consumers graduating from infant nutrition.
In China, we remain focused on strengthening our infant
nutrition position in-market which we believe still has
significant runway for growth. It is pleasing to see our
investments in brand, trade activities and people driving
strong sales momentum, in particular within our China label
infant formula brand, a2
至初
®
, which now accounts for 24%
of our total infant formula business.
In the USA, we continue to build brand awareness and drive
towards meaningful scale.
Our targeted exploration of new markets continues. In
October we launched a new Hong Kong label range of infant
formula, in December we launched Stages 1-3 infant formula
in Korea with our partner, YuhanCARE (Yuhan), and in March
we entered into a new licensing agreement with AgriFoods
in Canada to produce, market and distribute our fresh
milk brand.
Work progressed during the year to expand our product
portfolio in China. A growing range of long life milk and
powder products targeting families is expected to become
a meaningful growth engine over time.
Capital allocation framework
As we noted in February 2020, as part of the Board’s ongoing
review of the most appropriate use of capital for the business,
we continue to prioritise investment in growth initiatives
ahead of returning capital to shareholders.
As we have announced previously, due to the increasing
scale of our infant nutrition business, we consider it now
appropriate to assess participation in manufacturing capacity
and capability to complement our existing supply chain
relationships. Accordingly, we are presently evaluating
opportunities to address this issue, with significant progress
made during the year.
With our cash balance growing it has become increasingly
important for the business to review our capital requirements
going forward. A significant review of our capital allocation
framework was commenced in the second half with a view
to defining the discipline and prioritisation of our financial
parameters in a way that optimises and supports our
long-term plan.
Leveraging our strategic partnerships
This year has again highlighted the importance of key
strategic partnerships. This remains a core element of our
capital-smart business model.
We acknowledge and thank all our suppliers and customers
for their support and assistance throughout the year. In
particular, we acknowledge our three key strategic partners
China State Farm, Synlait Milk and Fonterra. We have
refocused our relationship with Fonterra and look forward
to potential new opportunities to provide meaningful
benefits to both companies in the medium term.
Building from strength 15 14 The a2 Milk Company
We have substantially increased our
in-market capability with many new
hires to the China team and
further optimised our distributor
arrangements which have allowed us
to improve our in-market execution
at both brand and retail levels.
CEO’S YEAR IN REVIEW
AUSTRALIA AND NEW ZEALAND
FY20 Revenue
$965.7m
14.6%
Infant nutrition
$745.1m
14 .1%
Liquid milk
$152.5m
14 .1%
Other nutritional
$6 8 .1m
21.3%
1. Deliver Asia Pacific sales strategy outcomes
Our Asia Pacific business revenue was $1.66 billion, up 31.5%,
with EBITDA of $690.5 million, up 32.0%. This included:
• ANZ segment revenue of $965.7 million, up 14.6%, with
EBITDA of $465.6 million, up 19.9%
• China & Other Asia segment revenue of $699.4 million,
up 65.1%, with EBITDA of $224.9 million, up 66.7%.
Infant nutrition
Our Asia Pacific infant nutrition portfolio comprising
predominantly China and English label products delivered
$1.42 billion, up 33.8% on the prior corresponding period
(“PCP”). China label infant nutrition products can be sold via
mother and baby stores (MBS), modern supermarkets and
domestic e-commerce retail channels. English label products
can be sold through ANZ retailers, ANZ-sourced resellers and
cross border e-commerce (CBEC) channels. We continue to
leverage a multichannel approach to ensure we can cater to
our consumers’ differing shopping needs.
We have substantially increased our in-market capability with
many new hires to the China team and further optimised our
distributor arrangements which have allowed us to improve
our in-market execution at both brand and retail levels.
Despite COVID-19 causing some disruptions and changing
consumer behaviour across the marketplace, we managed to
maintain our sales growth momentum. However, with a shift
of sales from offline to online channels we chose to pause
some of our marketing plans while we observed the impacts
of these changes. As restrictions eased in China during
the second half, we resumed the scale of our marketing
programme including significant media investment and
working with our distributors and retailers to improve our
brand experience in-store. We are pleased with the impact
this had on sales growth and brand awareness across all our
key channels.
Infant nutrition – China label channels
We achieved sales of $337.7 million for a2
至初
®
China label
infant nutrition, which was over 100% growth on PCP and
62.7% growth for the half. Our MBS value share was 2.0%
compared to 1.7% at HY20, up from 1.3% at FY19.
3
These results are an outcome of consistent investment in
advertising, our strategy of pursuing distribution in high
productivity stores and optimising in-store execution. These
efforts are underpinned by increased data analytics capability
to ensure our investments are optimised.
Offline store closures associated with COVID-19 disruptions
during the third quarter meant we added fewer new stores
to our offline footprint in the second half, increasing to
19.1k stores compared with 18.3k at the end of 1H20.
However, we worked closely with our distributors and retail
partners through these disruptions, including to fulfil orders
via direct home deliveries, within the bounds of internal
travel restrictions.
We launched a China label version of our Stage 4 product
and introduced a tamper-evident lid for our Stages 1, 2 and 3
China label products in December, to further enhance product
security and provide additional differentiation with our English
label products. Our infant nutrition portfolio is complemented
by our other nutritional products as we broaden our appeal to
existing consumers and seek to connect with new consumers.
3 Source: Nielsen MBS – 12-month market value share.
Infant nutrition – Cross border e-commerce
We delivered a2 Platinum
®
English label infant nutrition
sales of $341.1 million, up 40.3% and reached a CBEC
value share for the financial year of 21.7%, up from
20.6% at HY20 and up from 18.6% at FY19.
4
It was pleasing to see our expanded market share in this
strategically important sales channel given heightened
competitive activity across 2H20 and we continued to
invest in driving demand across e-commerce platforms.
There has been a concerted effort throughout the year
to better track and understand the effectiveness of our
digital marketing tools with an increased focus on data
analytics to further refine and optimise our approach.
This will continue in FY21.
We performed well across the key e-commerce selling
events throughout the year, including “11/11 singles
day” in November and “6/18” in June. For the “6/18”
event, our a2 Platinum
®
Stage 3 was the top selling
infant nutrition product on JD.com. and, for the first
time, we were the bestselling CBEC IMF brand overall.
On Tmall, we were the second best selling CBEC IMF
brand overall and the number one CBEC flagship store.
Infant nutrition – ANZ retailers and resellers
Our infant nutrition sales in ANZ grew 14.1% delivering
$745.1 million in revenue for the year. We remain the
market brand leader in Australian grocery and pharmacy
channels and continue to invest behind our brand, with
our level of advertising being the highest in the category.
Despite positive growth, COVID-19 related travel
restrictions negatively impacted the reseller channel due
to reduced travel between Australia and China.
4 Source: Smartpath CBEC – 12-month market value share.
STRENGTHENING
EXECUTION
Building from strength 17 16 The a2 Milk Company
CHINA & OTHER ASIAUNITED STATES
CEO’S YEAR IN REVIEW
Infant nutrition – market share reporting
Our business continues to evolve as we grow, particularly for
consumption of Stages 3 and 4 amongst children above three
years of age, and increased penetration in lower tier cities.
In our view, tracking the MBS channel with Nielsen scan data,
and the CBEC channel through Smartpath, more accurately
reflects our performance and yields greater market insight.
As such we will move to reporting against these sources
externally, in line with industry practice.
Liquid milk
It is pleasing to report that our Australian fresh milk business
continues to perform well with total revenue of $152.5 million.
In our most mature category, we achieved double-digit
revenue growth of 14.1%. Demand in the third quarter and
start of the fourth quarter was particularly strong as consumers
increased their in-home consumption during COVID-19 with
many working from home for extended periods.
Furthermore, a2 Milk
TM
maintained a 12 month value share
o f 11. 3%
5
despite the strong category value growth caused
by the retail price increase of private label milk. a2 Milk
TM
continues to be the only fresh milk brand ranged in all major
supermarket chains and the highest brand advertiser in the
fresh milk category, maintaining very high brand awareness
and loyalty which benefits the portfolio as a whole.
We have also recently entered into an arrangement to
underwrite the expansion of the manufacturing facilities of our
long-term fresh milk supply chain partner in Victoria, Kyvalley
Dairy Group (“Kyvalley”), to support the ongoing growth of
our liquid milk business.
Through this arrangement we will acquire Kyvalley’s Kyabram
milk processing facilities and fund its expansion and upgrade.
Kyvalley will manage the assets under a lease and revised
long-term supply agreement.
5
IRI Australian Grocery Weighted Scan 12 months ending 30 June 2020.
The arrangement would involve certified dairy farmers
continuing to supply Kyvalley with raw milk.
The arrangement remains subject to Foreign Investment
Review Board approval.
Other nutritional products
For all other nutritional products, sales increased 29.6%
to $85.2 million.
The most significant proportion of our other nutritional
segment remains a2 Milk
TM
whole milk and skim milk powder
which is now available in ANZ and China, with further
potential for growth across new channels, particularly in
offline China retail channels.
a2 Smart Nutrition
TM
continues to show positive signs of
becoming a meaningful extension of our infant and children’s
nutritional portfolio. There are encouraging indications
of consumer acceptance, and a China label version of the
product was launched in January 2020, initially with a focus
on gaining distribution in MBS. A bigger roll-out, including a
launch of 200mL a2 Smart Nutrition
TM
UHT will be conducted
into modern trade during FY21 as part of a broader channel
push to to engage families across a wider range of a2 Milk
TM
based products.
The re-launch of our nutritional product targeting mothers
under new branding and a reformulation of a2 Nutrition for
Mothers
TM
was successfully completed in 2H20.
a2 Milk
TM
powder blended with Māānuka honey continued to
present some manufacturing challenges during the year, with
the product to be reintroduced in 1H21.
2. Reach meaningful scale in North America
USA
We delivered revenue in the USA of $66.1 million, representing
growth of 91.2% compared to the prior corresponding period
with brand awareness more than doubling, and conversion
rates up significantly. Encouragingly, over 50% of our sales
growth was driven from existing stores.
Our average velocities have grown within our key accounts in
the range of 14% to 74%, with many of our key accounts with
average units per store per week of greater than 20-25 and
some above 40. Given increased investment in building brand
awareness and distribution growth, we recorded an EBITDA
loss of $50.5 million.
Distribution grew to approximately 20.3k stores, from 17.5k
stores at the end of December 2019 and 13.1k stores as at
end of FY19. Leveraging the consumer and channel insights
obtained through a strategic review completed in 2019, we
introduced new packaging and launched a new TV advertising
campaign, both of which received positive feedback from
consumers and the retail trade, and assisted in further building
brand awareness and conversion to trial.
In July 2019, we launched a2 Milk
TM
Coffee Creamers which
have been received positively and are performing to plan.
As consumer demand for our products builds, and our
distribution footprint strengthens, we expect opportunities
to launch additional new products will emerge. Prior to
COVID-19 our increased in-store merchandising efforts were
delivering encouraging results in enhancing our sales velocities.
Whilst our consumption is up compared to the prior period,
from March, in-store foot traffic during the pandemic
reduced due to retailer safety policies; and purchasing
limitations on milk per visit limited the growth that we may
have otherwise seen for the brand. In the third quarter our
plans to increase the utilisation of a merchandising team
were impacted by COVID-19. However, merchandisers have
returned to stores from July and are having a positive impact
on retail distribution.
STRENGTHENING
EXECUTION
FY20 Revenue
$699.4m
65 .1%
FY20 Revenue
$66.1m
91.2%
Infant nutrition
$678.8m
65.2%
Other nutritional
$17. 2m
78 .1%
Building from strength 19 18 The a2 Milk Company
CEO’S YEAR IN REVIEW
The impact of COVID-19 in the USA market overall has been
significant. We are seeing that consumers are becoming
more value conscious given economic uncertainties, high
unemployment rates, and have adjusted our FY21 sales and
marketing plans accordingly.
Hence, in FY21, we will shift our focus away from broadcast
advertising media to a greater emphasis on in- store price and
activation to drive demand. We are planning promotional
initiatives in conjunction with our key retail customers with
the objective of further building our facings and sales velocity.
The outcome of this shift will be growth in volume
accompanied by increased trade spend with net revenue
broadly consistent with FY20. With lower overall marketing
spend we anticipate an improved EBITDA result for FY21.
As we build towards reaching meaningful scale in the
USA, our initial milestone for the business continues to be
US$100 million of annualised sales.
Canada
In March, we entered into an exclusive licensing agreement
with Agrifoods International Cooperative Ltd (“Agrifoods”) for
the production, distribution, sales and marketing of a2 Milk
TM
branded liquid milk for the Canadian market.
Since March, we have worked closely with Agrifoods,
providing access to our intellectual property and marketing
assets as well as our proprietary systems and know-how
relating to the local sourcing and processing of a2 Milk
TM
.
Agrifoods is leveraging its substantial capabilities in-market
to establish distribution across Canada and has primary
responsibility for funding this venture. The product has
recently been launched to a number of customers in
Western Canada.
3. Build towards sustainable brand leadership
Building brand value and increasing brand awareness through
marketing investment remains an important focus. We
invested $194.3 million
6
in marketing during the year, which
represented a 45.1% increase on prior year driven primarily by
increases in our China marketing investment.
We leveraged our deepened understanding of consumers
and purchasing behaviour in China to continuously improve
our marketing mix which includes consumer advertising,
in-store and event activations, digital live streaming and the
development of a new brand creative platform. While we had
launched this new creative in December 2019, we decided to
temporarily pause and adjust the plan in the third quarter due
to COVID-19. However, we resumed the activity in May as
COVID-19 restrictions in China began to ease.
In addition to consumer marketing, our brand value is
supported by investment in research and development
programmes, an increased focus on sustainability, as well as
initiatives to support the communities in which we operate.
Supporting relevant independently managed scientific
studies remains important as we build our long-term brand
proposition. In September 2019, the results of a clinical trial
from 75 Chinese children aged between five and six with mild
to moderate milk discomfort or lactose intolerance (confirmed
via a urinary galactose test) were published. The study reported
that replacing conventional milk with a2 Milk
TM
“reduced
gastrointestinal symptoms associated with milk intolerance”
in many subjects and led to “a corresponding improvement
in an aspect of cognitive performance” as measured using
the Subtle Cognitive Impairment Test (SCIT)
7
. The study was
independently peer reviewed and published in the USA based
Journal of Pediatric Gastroenterology and Nutrition.
6 From continuing operations.
7 Xiaoyang S, Zailing L. Effects of Conventional Milk Versus Milk
Containing Only A2 ß-Casein on Digestion in Chinese Children.
J Pediatr Gastroenterol Nutr. 2019 Jul 9.
We significantly stepped up our contributions to the
community in 1H20 with donations to the bushfire appeal in
Australia to support regional and rural communities which are
the heart of our milk supply in Australia.
We also contributed through a series of initiatives to support
those impacted by COVID-19 including product donations to
frontline medical workers and consumers in Wuhan, a cash
donation to the Shanghai Red Cross and contributions to two
leading Australian universities for research into a vaccine for
COV ID -19.
We are also pleased with the progress we have made in
our sustainability initiatives in FY20. We have significantly
improved the foundations on which we will build a meaningful
and impactful strategy going forward. Central to this is the
recent launch of The a2 Impact Fund
TM
which will be used to
bring together many of the sustainability-related activities we
undertake on a daily basis, as well as amplifying our progress
against a number of identified environmental and social
initiatives and for a range of important stakeholder groups.
4. Deliver the organisation of the future
To support the execution of our overall Group strategy, we
continue to build capability within the organisation. This year
we introduced a number of new roles to complement and
extend our existing capabilities, particularly in-market in China,
the USA, and within certain Group functions. We increased
the size of our team to over 300 people, up 41.0% from
last year.
To enhance our organisational alignment and enable the
right ways of working to deliver on our strategy, we recently
reorganised our most senior executive team to form our
Executive Committee and formed a Senior Leadership Group
which comprises the senior management of the business.
We also established several initiatives designed to enhance
engagement and launched a revised remuneration framework
to align with our strategic direction.
Over the next two years we will be implementing new
information technology systems to support the existing
organisation and provide for future growth.
We also utilised external resources to accelerate the delivery
of certain outcomes and to complement existing internal
capabilities. As we improve internal capability, the composition
and level of external resourcing will moderate over time.
I would also like to take this opportunity to recognise the
efforts of all our people this year. It was one that included a
number of changes and unique challenges, but the team has
continued to drive forward together, building from strength.
We are proud of what we have achieved commercially and of
the way our people went about embracing change, managing
challenges and looking after each other as well as the business
– truly espousing the values of our big small company.
Outlook
FY21
Globally, there continues to be uncertainty resulting from
COVID-19, and the potential for moderation of economic
activity. This could impact consumer behaviour in our core
markets, as well as participants within the supply chain, most
notably in China.
Notwithstanding these uncertainties, overall for FY21, we
anticipate continued strong revenue growth support by our
regions supported by our continued investment in marketing
and organisational capability.
FY21 EBITDA margin is expected to be in the order of 30%
to 31% reflecting:
• Higher raw and packaging material costs partially offset
by price increases
• Increase of marketing and investment
• FX benefit of prior year not expected to be replicated
• 3Q20 COVID-19 benefits not replicated.
FY21 Capex is currently expected to be $50 million due to
our ERP investment and capital projects supporting fresh milk
processing in Australia.
Medium-term target
As previously announced, the Board considers it appropriate
that the company target an EBITDA margin in the order
of 30% in the medium term. This assumes the market
performance and mix of our products remains broadly
consistent and the competitive environment evolves as
anticipated. We will keep the balance between growth and
investment under constant review.
Geoffrey Babidge
Chief Executive Officer
18 August 2020
STRENGTHENING
EXECUTION
Building from strength 21 20 The a2 Milk Company
Our integrated approach to building a sustainable
business for the future recognises the needs and
expectations of multiple stakeholders including our
people, consumers, farmers, strategic partners and
investors. We continue to embed this within our
organisation, and in the business activities we
undertake every day.
We recognise we are at the early stages of this
journey. We are pleased with the progress we have
made this year and know there is still much to do.
BUILDING A
SUSTAINABLE
FUTURE
SUSTAINABILITY
22 The a2 Milk Company Building from strength 23
Growing consumer demand for health and
wellness products
A growing awareness of the link between food
and overall health, coupled with rising disposable
incomes, and increased demand for both protein
and gut health.
Rise of the middle class in Asia
Asia’s unprecedented growth is creating large-scale
opportunities for individuals, businesses and nations.
Growing focus on food safety, naturalness
and provenance
Increasing consumer conscious of food safety
and product origins.
Rapid pace of digitalisation
The rise of digital connectivity and innovation,
and e-commerce generally, is changing consumer
experiences and behaviours.
Complexity of doing business in
international markets
Doing business across borders is becoming more
complex and, more recently, harder to predict.
Challenge of climate change and pressure on
agricultural systems.
The physical impacts of climate change are
materialising with increased frequency and intensity.
Creating value and addressing impacts on the
environment and our climate are inextricably linked.
SUSTAINABILITY
EXTERNAL
MACRO
FACTORS
HOW WE
CREATE
VALUE
OUR
BUSINESS
Unique, premium
brand and IP
(Intellectual capital)
Passionate and
thriving team
(Human capital)
Capital smart
approach
(Financial capital)
Innovative and
ethical supply chain
(Manufacturing capital)
Enriching community
wellbeing
(Social capital)
Responsible use of
natural resources
(Natural capital)
Our Values
• Bold passion
• Pioneering spirit
• Humility
• Respect
• Integrity
Maximise
sustainable
growth
from
existing
products
in core
markets
Broaden
product
portfolio
in core
markets
Expand in
other target
markets
Our Strategy
123
Building towards sustainable brand leadership
Delivering the organisation of the future
Our Purpose
Our purpose is to enrich lives
by harnessing the nutritional
wonders of nature.
Our purpose is to enrich
lives by harnessing
the nutritional
wonders of nature.
OUR
INTEGRATED
APPROACH
In 2019 we recognised the
need to step up our focus and
disclosure in sustainability
and developed our approach,
with the expectations of
multiple stakeholders in mind.
With this as our starting point, we established
an integrated approach to reporting through our
“Six Capitals” framework, seeking to codify elements
within our company that we believe contribute to our
overall ability to create long term value.
Our integrated “Six Capitals” framework defines
our unique way of how we can create value and
enables us to prioritise how we can make a positive
and meaningful impact across the community and
environment in which we operate.
Building from strength 25 24 The a2 Milk Company
MetricFY20FY19FY18
Female
Directors
% of total
2
40%
2
33%
1
17%
Executive
Committee
1
% of total
2
22%
5
42%
1
10%
Senior
Leadership
Group
1
% of total
9
36%
8
31%
8
38%
Managers
% of total
17
45%
18
49%
18
49%
Sub-total for
senior leaders
2
% of total
30
45%
25
45%
20
38%
Other staff
% of total
142
56%
98
57%
79
62%
Total
% of total
172
54%
123
54%
99
55%
SUSTAINABILITY
There are six core elements, or sources of capital, embedded in our
value creation model. Our strategy depends on success across each
given the inter-connected nature of our business model.
OUR SIX CAPITALS
HOW WE CREATE VALUE
Unique, premium
brand and IP
Intellectual capital
Our trusted brand, our proprietary know-
how and A2 protein expertise are our
most valuable assets. We are committed to
maintaining and sustainably growing these
assets with ongoing investment.
Our premium brand is strengthening in
awareness, consumption and loyalty to
varying levels across our key markets. We
invest significantly to grow and protect our
brand and its trade marks in all product
categories and regions.
Through ongoing science and research
and development programmes, we are
deepening our expertise and advancing
global understanding of the potential
health benefits of a2 Milk
TM
. In addition,
we have a belief in the power of science
and will continue to invest in research
programmes that lead to the betterment of
our community at large.
Passionate and thriving
team
Human capital
Through a purpose-driven culture
underpinned by our values, we aim to create
an environment that provides our people with
opportunities to thrive. Our success is the result
of our diverse, skilled and engaged workforce
which is aligned and focused to deliver on our
purpose and strategy.
Through our diversity and inclusion comes
creativity and thinking that goes beyond
the conventional. This is how we overcome
challenges and unlock extraordinary opportunity.
Our Diversity Policy empowers and equips our
people leaders to foster a diverse, inclusive and
competent workplace. We of course believe
that diversity includes differing beliefs, gender,
age, ethnicity, physical abilities and cultural
background; which when combined with an
inclusive mindset, will enhance the business
overall. During F20, we were focused on
enhancing gender balance in our workforce,
having set a target of a minimum of 40%
women, and a minimum of 40% men, across
leadership positions.
MetricFY20FY19FY18
% revenue
invested in
marketing/R&D/
IP
11. 5%10.9%8.5%
Capital smart
approach
Financial capital
Our business model is built on deep
and long-term strategic partnerships
both commercially and operationally.
Our farmers and processing partners
are some of our longest-standing
relationships. Together we have built a
very successful community of businesses
– big and small. This ecosystem
underpins our “capital smart” business
model and has given us the ability to
grow rapidly, while also building a strong
balance sheet for continued growth.
Our robust balance sheet position and
unique proposition provide a strong
platform for continued growth. We
make considered decisions about the use
of our capital, making decisions to invest
where it is strategic to do so.
MetricFY20FY19FY18
Revenue
($bn)
$1.7$1.3 $0.9
Return
on capital
employed
3
56.3%61.2%70.4%
Operating
cash flow
$427.4m$289.1m$231.1m
Responsible use of
natural resources
Natural capital
Access to natural resources and a thriving
agricultural sector is fundamental to
our business. We recognise that climate
change and pressures on agricultural and
food systems present a systemic challenge
for our world – and we’re committed to
finding unique and high impact solutions
across our value chain to help address
these challenges.
We are committed to the global ambition
of the Paris Agreement and a 2050 net
zero emissions target, as are our key
suppliers and strategic partners.
Whilst our total emissions have increased,
that is a likely outcome of a high growth
business. Despite this we recognise we
need to make more tangible efforts,
alongside our partners, to reduce our direct
and indirect emissions over time.
Innovative and ethical
supply chain
Manufacturing capital
Complementing our own fresh milk
production capability, we work closely with
our suppliers to develop a reliable and
responsible sourcing and manufacturing
supply chain over time. We believe this
is critical to our long term success. Our
strategic supply chain partners share our
ambition on quality, environmental and
ethical values. This includes food safety and
quality management programmes audited
by accredited third party agencies.
It is important to recognise the unique role
that farmers play in our supply chain. We
fund a premium to all farmers for our milk,
recognising their hard work to maintain
our very high herd management and
quality standards.
Enriching community
wellbeing
Social capital
We take our responsibility to the
communities in which we operate very
seriously.
We recognise our responsibility to support
the resilience of our farming communities.
In addition we also are making increasing
investments within our broader
communities to support their health and
wellbeing, and enable them to both survive
and thrive.
As we continue to grow, we are committed
to doing more to support the communities
in which we operate.
Metric
FY20FY19
10
FY18
GHG
Emissions
4
(tCO
2
e)
Total
488,852 413,233 409,464
Scope 1
5
224206187
Scope 2
6
1,609 1,5071,502
Scope 3
7
487,020 411,520 407,775
Direct
operations
8
(Scope 1, 2
and 3)
3,858 4,923 3,930
Third party
processing
and freight
131,273 102,288 103,869
On-farm
9
353,722 306,022 301,665
Metric
FY20FY19
% of fully recyclable
packaging
95.9%95.5%
Smeaton Grange
Total water usage
(‘000 litres)
27,66224,744
Water efficiency
(litres/litre of milk)
0.70.5
Waste water diverted
to beneficial land
application (litres)
919,900516,500
Waste produced (tonnes)
28.925.6
Waste diversion
97.1%95.4%
Energy consumption
(kWh)
1.7m1.7m
MetricFY20FY19
Donations of cash and
products ($NZ)
2.80m0.94m
4 Greenhouse gas emissions, calculated as
tonnes of carbon dioxide equivalent (tCO
2
e),
have been estimated using the approach
recommended by The GHG Protocol. Emissions
and conversion factors were sourced from the
National Greenhouse Accounts Factors for
Australia, the UK DEFRA GHG conversion factors
and a range of other country-specific sources.
Where required, non-direct emissions sources
have been estimated using default and/or
extrapolated emissions intensity rates to provide
a more complete picture of our Scope 1, 2 and
3 carbon footprint. Total emissions calculations
exclude packaging. We expect data quality to
improve over time as we continue to work with
our partners.
5 Includes natural gas estimates and/or
extrapolations for some information not yet
available.
6 Includes electricity estimates and/or
extrapolations for some information not yet
available.
7 Due to the nature of Scope 3 emissions
occurring outside of areas under our direct
control, this represents a conservative estimate
of our Scope 3 emissions. Key emissions
sources include: on-farm emissions, energy
consumed within third party processing
and warehouse facilities, fuel consumed in
freight logistics and business travel, as well
as emissions associated with waste, recycling
and water consumption. Where required,
estimations have been made where data
was not able to be directly sourced or where
data was not yet released. This includes
assumptions and extrapolations from available
data. Moving forward, we will endeavour
to source as much actual data as possible to
improve data quality.
8 Includes our own fresh milk processing facility
and corporate operations.
9 Calculated using actuals and industry
estimations based on milk unit sales for all
farms in Australia, NZ, the US and the UK,
excluding Synlait for which emissions are
estimated based on our proportion of total
output.
10 GHG emissions have been restated to reflect
updated external modelling used to calculate
GHG emissions in New Zealand, improved land
use efficiency and improved herd productivity.
1 We formed our Executive Committee in FY20.
In FY19 and FY18, this shows equivalent
membership in each of those groups.
2 Sub-total for senior leaders is the total of
Directors, Executive Committee, Senior
Leadership Group and Managers.
3 Calculated using average capital employed,
including cash and investment in Synlait Milk
Limited.
Building from strength 27 26 The a2 Milk Company
SUSTAINABILITY
Human
capital
Length of service
5+ years 11%
2-5 years 20%
0-2 years 69%
Age group
Over 50 23%
30-50 65%
Under 30 12%
Female composition
Total employees 54%
Senior leaders 45%
1. OUR PEOPLE
We are a company proud of our New Zealand origin and
proud that we take our products to the world. Our roots
are embedded in a pioneering spirit and we seek to make
a fundamental difference in people’s lives.
Our focus is to build the organisation of the future
through capability, performance and engagement. We are
working to protect our culture and foster an environment
of inclusion, passion and agility; whilst increasing our
capability and head count to support our growth.
We delivered a comprehensive programme of activities
throughout the year to drive culture, promote inclusion and
connect our people with the business.
We conducted our first all of company engagement survey
with a participation rate of 83% and an engagement score
of 84%. We will continue to monitor this metric year on
year, to gauge the effectiveness of our activities and to
ensure we are evolving our organisation and its people to
deliver on our strategic fundamentals.
Building capacity and capability
across the organisation
To enable our strategy, we continue to focus on ensuring the
right operating model and organisational design. In FY20 we
grew our workforce by 41% to deliver the capability needed
in our growth markets but also to enhance the development
of key areas in our Group functions.
To enhance our organisational alignment and enable the
right ways of working to deliver on our strategy, we recently
reorganised our most senior executive team to form our
Executive Committee. This did however result in a decline in
gender diversity at this level due to the re-allocation of roles
to new levels.
P
u
r
p
o
s
e
a
n
d
p
a
s
s
i
o
n
P
h
y
s
i
c
a
l
h
e
a
l
t
h
M
i
n
d
a
n
d
w
e
l
l
b
e
i
n
g
S
u
r
r
o
u
n
d
i
n
g
e
n
v
i
r
o
n
m
e
n
t
L
i
f
e
b
a
l
a
n
c
e
G
r
o
w
t
h
a
n
d
l
e
a
r
n
i
n
g
F
o
r
y
o
u
Embedding safety, ethics and
compliance systems
Across our value chain, we aim to operate safely and ethically,
including with respect for human rights and in compliance with
all local requirements, including anti-bribery and anti-corruption.
We continue to invest in our people and systems to build
capability to meet our strict product quality and food safety
standards. Further, we have embedded monitoring and
compliance systems specific to the regulatory environments in
each market we operate in.
In FY20 we implemented a new global Safety Management
System to support the education, leadership and governance of
workplace health and safety across all our sites and operations.
We undertook an assessment of human rights and other ethical
risks in our value chain to ensure alignment of our supply chain
management approach with our fundamental values of respect
and integrity. We have provided details in the following case
study “Doing business the right way”.
We revised or developed a number of policies within the
business to facilitate an inclusive environment. This included our
recruitment policy which clearly articulates the importance of
equality and our flexible working policy which articulates various
work arrangement options to cater for the various life and work
responsibilities of our people.
As such, we continue to build a diverse and inclusive community
of great people throughout the company and at all levels of the
organisation.
Ensuring engagement through
COVID -19
One of our key business objectives is to deliver the organisation
of the future, and this goal remains unchanged during these
unprecedented times.
Given the challenges caused by COVID-19, the way we delivered
against this objective needed to be adjusted in FY20. We
needed to be agile, and this required that our teams work
differently, relying on their resilience to balance and juggle the
competing demands of life and work.
Keeping our team safe during these times has been a priority.
We were already remote-ready, and as different offices
moved to work from home, we had laptops, virtual meeting
infrastructure and IT support already in place. Being agile
and flexible was crucial to the success of keeping everyone
connected with business running as usual.
We have also been able to supply teams with personal
protective equipment and sanitiser. We also adjusted the
working environments to cater to social distancing in
preparation for return to the office (desk dividers, temperature
checks, sanitiser and splitting of team attendance in offices).
We conducted regular surveys to check in with our people –
seeking to understand primary concerns so that we are best
placed to support them in those areas.
In FY20 we focused on a capability “buy” and “build”
strategy where we recruited a number of new people to the
organisation but also introduced a number of professional
development and coaching initiatives to develop technical and
leadership capabilities across the business to support growth
as well as succession planning.
Investing in our people
In FY20 we invested more in our people than ever before.
We launched our integrated people experience programme,
a2 For You™ – helping you be your best self. It is a
framework that allows us to articulate the employee value
proposition and assist employees to navigate all programmes
and support so that they can be their best self when they
come to work.
Key programmes launched under a2 For You™ in FY20
included:
• The a2 Milk Company culture programme to align people
to our purpose, values and strategy
• Our performance and development programmes, including
the launch of a2 University
• A new remuneration and reward policy and programmes
• Our health and wellbeing programme
• A number of new or revised people policies including
recruitment, diversity and inclusion, and flexible working and
• Upgrading of our online governance and compliance
training.
OUR
FOCUS
AREAS
In FY20 we identified a
number of focus areas to
enhance our efforts to
become a more sustainable
business for the future. These
included: our people, our
farms, understanding climate
impacts, doing business the
right way and supporting our
communities to thrive.
While we are pleased with our progress, we recognise
we are on a journey and have more work to do. Over
the coming year we will continue to advance our
efforts within these focus areas.
We are also pleased to announce that we will be
creating The a2 Impact Fund
TM
. The aim of the fund is
to take an umbrella approach to coordinating all the
investments and efforts we are making in developing
a more sustainable business.
In the following sections, we provide more detail
on our approach to our focus areas, including
our next steps.
Building from strength 29 28 The a2 Milk Company
SUSTAINABILITY
2. OUR FARMS
The relationships we have with our farmers are pivotal to our
business. We are proud to have always paid a premium for
our milk but want to ensure we don’t stop there. We are on
a journey to improve the animal welfare and environmental
plans we have in place at each and every farm.
Animal welfare
Central to the responsible sourcing of our products are best
practice standards for animal welfare on our farms. This year
we’ve been investing in and building on our global animal
welfare programme, which goes above and beyond in
ensuring the proper care for animals on our supplier farms.
The programme meets globally recognised standards set
by the World Organisation for Animal Health and upholds
the Five Freedoms framework for animal welfare. The latest
evolution of our animal welfare programme includes further
transparency, measurability, risk mitigation and efficiency.
In FY20, we built a number of extensions into the programme,
supporting our farmers to establish systems for continuous
improvement in animal welfare. We will continue to monitor
our approach and always be seeking to identify ways to further
improve our programmes beyond the industry standard.
Our target is for 100% of our farms to be certified under our
upgraded programme by 2023.
Farm environmental plans
We are developing a globally consistent framework for our
Farm Environmental Plans. More than 65% of farms supplying
us milk already have a Farm Environmental Plan in place, and
the new framework will ensure consistency in measurement
and standards across our global farm network.
Manufacturing
capital
Natural
capital
Social
capital
OUR FOCUS AREAS
What’s next?
We will be applying new learnings to our animal welfare
approach, and will continue to refine the programme
in FY21, with a particular focus on meaningful training
opportunities for our farmers and scaling the use of
technology on farm to enable real time visibility.
We will be continuing to consult with our strategic
supply partners, farmers and industry experts to further
develop and improve our Farm Environmental Plans.
We will be working with farmers to roll out these new
plans in FY21.
We will continue to iterate and improve these plans
moving forward.
3. UNDERSTANDING
CLIMATE IMPACT
The impact of climate change has the potential to drive
significant structural transformation across the dairy sector.
The sector will need to take concerted action to manage the
risks and opportunities associated with a move towards a
lower carbon footprint. The risks include regulatory, such as
carbon pricing, and market risks, such as changes in consumer
preferences.
In addition, the sector’s reliance on natural systems and
vulnerability to changes in temperature and rainfall will also
drive mounting physical risks across agriculture. There will also
be extraordinary opportunity for the sector to realise increased
productivity and efficiency through new technologies and
practices that lower emissions and environmental impact
throughout the supply chain.
We recognise that how we position ourselves in response
to these climate risks and opportunities will determine how
“future fit” our business is. We would like to take a proactive
approach to integrating climate considerations into our
strategic decision making, but we are only at the start of this
journey. By taking a more concerted approach we will aim to
reduce disruption to our business and yield long term benefits
for both ourselves and the environment in totality.
As part of our ongoing commitment to TCFD
1
implementation,
in FY20 we performed climate scenario analysis for the first
time. We assessed transition and physical risk under a 2ºC
and 4ºC change in temperature scenarios. The scenarios were
developed to be consistent with global best practice, including
the TCFD principles. Our analysis combined internal and
external data and assessed impacts on an unmitigated basis.
It has enabled us to model the potential financial impacts of
climate change on our business, taking a longterm view out to
2050, to inform strategic and financial planning today.
Our preliminary assessment of first order impacts indicates
that, relative to the global dairy industry, our business model
has some positive levels of resilience to transition and physical
climate-related risks. Further work will be undertaken in
FY21 to further understand potential impacts to our product
categories (notably infant formula and liquid milk) and will
include stress testing of our resilience against second-order
structural impacts and risk inter-dependencies.
1 TCFD: Task force on Climate-related Financial Disclosure
What’s next?
The next steps in our TCFD journey include developing
short, medium and long-term targets, deepening our
scenario analysis in specific impact areas, structural
impacts and risk interdependencies.
In FY19 and again for FY20, we elected to purchase
carbon credits to offset our greenhouse gas (“GHG”)
emissions across all our direct and indirect operations.
For FY21 we will reduce the amount of carbon credits
we purchase to only cover our “direct operations”
(Scope 1,2 & 3). We will redirect the value of our
indirect GHG emissions into The a2 Impact Fund™ for
investment in tangible climate-related programmes that
will create a positive impact on the planet, and will also
benefit our business over time.
We are committed to measuring and reducing our direct
and indirect emissions, and will continue to report on all
our GHG emissions as we progress towards our 2050 net
zero emissions target.
One example of where we will focus our investment is in
a recent agreement to become a research partner with
Sea Forest Pty Ltd (“Sea Forest”).
Sea Forest is a leader in the development of
Asparagopsis (a type of seaweed) as a natural feed
supplement to cows in order to actively reduce their
methane emissions. This partnership aims to unlock
new research and trials required to test the viability,
scalability and positive impact that an Asparagopsis feed
supplement could have on the environment. While the
science is still in its infancy, we see that this could be a
game-changer for the industry. We have provided our
commitment of up to $500,000 in year one for an initial
programme of research.
In addition, at our milk processing facility in Smeaton
Grange, we will be installing solar on our new roof
space, and converting the lighting in our expanded
facility to LED lights. Combined, these initiatives will save
164,000 kilograms of carbon dioxide emissions per year.
The principles of the framework address the most material
aspects of environmental management in the dairy industry:
1. Lowering GHG emissions
2. Managing water quality and efficiency
3. Managing soil quality
4. Boosting on-farm biodiversity
5. Improved nutrient (effluent) management
Our Farm Environmental Plans will be a critical foundation
for our on-farm sustainability initiatives. Consistent standards
and data will help us to identify priority areas for investment,
measure improvement, and reward positive performance.
Manufacturing
capital
Natural
capital
Intellectual
capital
Building from strength 31 30 The a2 Milk Company
SUSTAINABILITY
We are creating The a2 Impact Fund
TM
as our vehicle to fund and manage our
intended investments in pursuit of our
sustainability goals.
Protecting and improving our
environment for future generations
Enabling happy and healthy cows
Advancing wellness with scientific,
health-related research and IP
Supporting communities
Creating a workplace where our
people are passionate and thrive
The a2 Impact Fund
TM
INTRODUCING
From FY21, we will redeploy (at a minimum) the
financial contribution that was to fund our carbon
credits offsets for our indirect GHG emissions, into
environmental programs that are more tangible
in actively reducing our emissions over time and
improving our overall climate impact.
We will also invest additional funds to further support
our animal welfare, people and community programs.
Our guiding principles:
• Initiatives will need to build and maintain value
across one or more of the Six Capitals
• Impact – today or its future potential – is material
• Global framework will be adapted for local impact
• The a2 Impact Fund
TM
will be underpinned by
transparent and robust governance, and will have
oversight by our Board and Executive Committee.
By integrating funding initiatives under one umbrella
– we believe they can create a greater positive impact
overall and improve the sustainability of our business
into the future.
4. DOING BUSINESS
THE RIGHT WAY
Integrity is one of our core values – doing the right thing
is our promise to our people, consumers and strategic
partners and is critical to our long-term success.
As our company evolves, we continue to improve on our
internal processes and approach to responsible business.
Building on these processes, an area of particular focus
has been pro-active engagement across our broader
industry and value chain. Responsible sourcing and
responsible marketing continue to be priorities.
Review of our supply chain
In FY20 we undertook a detailed review of our supply
chain, to ensure that throughout our value chain we
are upholding our commitment to sustainability and
ethical business. Our review concluded with a number
of governance initiatives, including strengthened policies
and standards for our company and our suppliers and
training for our employees and farmers. Furthermore,
to strengthen our long-term commitment to sustainable
packaging, we recently became a signatory to the
Australian Packaging Covenant, committing to meet
Australia’s 2025 National Packaging Targets.
Responsible marketing
Our approach to marketing infant nutrition aligns to
the core principle that we support breastfeeding as the
primary form of infant nutrition.
We have developed a premium, high quality range
of infant nutrition products to provide parents an
alternative when breastfeeding is not an option.
Marketing of Infant Formulas (MAIF Agreement)
and Infant Nutrition Council
We are a signatory to the Marketing in Australia
of Infant Formula: Manufacturers and Importers
Agreement (MAIF Agreement). We are also a member
of the Infant Nutrition Council, which represents the
major manufacturers and marketers of infant formula
in Australia and New Zealand. All members abide by a
Code of Conduct including the MAIF Agreement and
The Infant Nutrition Council Code of Practice for the
Marketing of Infant Formula in New Zealand (INC Code
of Practice).
Intellectual
capital
Manufacturing
capital
Natural
capital
Intellectual
capital
Social
capital
5. SUPPORTING OUR
COMMUNITIES
We continue to seek to improve and increase the support we provide
the communities in which we do business – this is important to us and
linked to our purpose and values. This takes the form of funds to help
our communities to survive and thrive. In addition, we also believe
science plays an important role in enhancing the health and wellbeing
of our communities over time.
Research to assist children’s health and well-being
Cure Kids was founded in 1971 by Sir Robert (Bob) Elliott and Rotary
New Zealand, as a Child Health Research Foundation. Cure Kids is
the largest funder of child health research outside the New Zealand
government. We are proud to have been financially supporting the
world-class research of Professor Andrew Day, into digestive health
and irritable bowel diseases amongst children, over the last three
years to a total investment value of $600,000.
Supporting our rural communities in need
In the summer of 2019-20, much of Australia was devastated by
ongoing bushfires. The bushfires impacted businesses, livelihoods
and the environment, particularly in regional communities. We
supported affected communities by donating $200,000 to help
those in need; $150,000 direct to the Red Cross Disaster Relief and
Recovery fund and the balance to go towards product donations. Our
partners at Foodbank coordinated the distribution of our products to
fire-affected communities in Victoria and New South Wales.
Supporting Chinese families in the early outbreak of
COVID -19
During the period we also provided support for Chinese families
affected by the early outbreak of COVID-19. China, and Chinese
families, in particular, are at the heart of our business. We donated
a2 Milk™ dairy products with our strategic partner China State
Farm, who assisted with the dispatch of these products to front-line
medical teams and families affected by COVID-19. We also donated
RMB 5 million to the Shanghai Red Cross to support the areas
and people severely affected by the disease.
COVID-19 research support for a vaccine
We made additional contributions to help fund independent research
to find a vaccine and stop the spread of the disease. We proudly
donated $500,000 to each of The University of Queensland’s School
of Chemistry and Molecular Biosciences and the Peter Doherty
Institute for Infection and Immunity (Doherty Institute) – a joint venture
between the University of Melbourne and the Royal Melbourne
Hospital. The research teams at each of these organisations are playing
a leading role in the international effort to develop a vaccine for the
virus. As of July 2020, The University of Queensland’s COVID-19
vaccine research has progressed significantly, with the research efforts
moving out of the lab and into human trials.
OUR FOCUS AREAS
32 The a2 Milk Company Building from strength 33
Sources of risk and potential risk eventsHow we are responding
Sale of nutritional food products
We supply food products for human consumption, including complex
nutritional products for consumption by infants and children. As a result,
our business is inherently exposed to potential product quality, food safety
and/or food integrity events (including counterfeiting or tampering) that
may cause injury to consumers, disruption to business activities, and overall
damage to our brand and reputation.
We have a range of product quality and food safety systems, protocols and technologies in place to minimise risk in this area, including:
• food safety and quality management systems;
• high quality third party manufacturing partners;
• positive release protocols (comprehensive testing of product quality and protein integrity prior to the release of finished product);
• testing of distributed products in selected markets;
• employment of product innovation and technology to improve product security e.g. tamper-evident lids;
• product recall and crisis management systems; and
• consumer support systems.
High-growth business in competitive markets
Our business has experienced significant growth in recent years, driven
predominantly by the success of our liquid milk and infant formula
businesses in Australia, China and the US. Our strategic growth priorities
seek to ensure we continue to deliver long-term growth in existing and new
markets. As a result, we are inherently exposed to:
• increasing competitive intensity, which could lead to an erosion of our
market share positions in core markets; and
• potential infringements of our intellectual property rights resulting
from third-party conduct or claims against such IP, which may lead to
protracted litigation and/or erosion of our brand assets.
Our strategic growth priorities are aided by:
• significant and ongoing investment in brand building activities globally;
• new and unique product offerings in selected markets;
• continued investment in developing and further broadening our trademark and patent portfolio including building exclusivity in
trademarks in existing and future markets and expansion of the company’s suite of patent families;
• monitoring of third party IP applications and activity;
• monitoring infringement of our IP and taking action to protect it; and
• documenting and embedding proprietary know-how across systems and processes.
Doing business in international markets
Due to our expanding footprint, our business is exposed to various risks
associated with conducting business in international markets including in
Australia, China and the US. As a result, we are inherently exposed to:
• dynamic geopolitical and regulatory environments in which government
actions influence or restrict international trade in products and/or
channels to market. This can occur through the use of tariffs, quotas,
price controls, taxes and non-tariff barriers such as product registrations,
competition and consumer laws; and
• a failure to renew the company’s China label infant formula SAMR
product registration
1
beyond its expiry in September 2022, with this
expiry date potentially being subject to a grace period.
Our efforts to effectively navigate the complexities of international markets are supported by:
• strong understanding of local standards, regulations and guidelines combined with sophisticated expert monitoring of evolving
regulatory requirements in all markets in which we operate;
• recent appointment of a Group Head of Government and Regulatory Affairs to build connections across government in all markets
and further develop strategic understanding of regulatory environments;
• close partnership with our infant formula manufacturer, Synlait Milk, which holds:
– GACC
2
registration for its Dunsandel manufacturing facility, allowing canned infant formula to be exported to China; and
– SAMR product registration for the importation of the company’s China label infant formula through to September 2022;
• strong and experienced local management teams in our core markets of Australia, China and the US; and
• a multi-product, multi-channel route to market strategy for the sale of infant formula into China.
Reliance on strategic partnerships
Our success is underpinned by key relationships with strategic partners,
including key supply and distribution partners. As a result, the business is
inherently exposed to the operations of key partners changing in a material
and adverse way, or as the result of one or more partners reducing their
support for us. This could impact our ability to maintain supply to our
customers and maintain our position in existing markets or enter new
markets.
Potential exposures are mitigated through the proactive management of partner relationships centred on shared long-term value
creation, which includes:
• a focus on developing strong, ethical, long-term commercial relationships with multiple supply chain partners in different geographic
locations;
• due diligence on supply chain partners before entering into commercial agreements;
• long-term partnership with dairy nutritionals manufacturer, Synlait Milk, governed by a formal manufacturing agreement, and
complemented by the company’s equity interest in Synlait Milk;
• a strategic relationship with Fonterra Co-operative Group Limited, providing multi-site and geographic diversification for our growing
nutritionals business;
• a strong partnership with China State Farm Holding Shanghai Co., Ltd, our exclusive import agent for our China label products;
• contracts providing access to milk pools that exceed our current usage requirements; and
• multiple milk processors contracted in Australia and US, mitigating reliance on a single processor in these regions.
SUSTAINABILITY
RISK
MANAGEMENT
Effective risk management is
an essential part of actively
growing and developing a
successful business.
Effective risk management anticipates risk and
develops strategies to manage risk events, helping
to drive informed and consistent decision making
and effective and efficient allocation of capital
and resources. Our risk management programme
assists us in identifying, assessing, monitoring
and managing our business risk, and recognising
material changes to our risk profile.
Our Risk Management Policy outlines the
programme we have implemented to ensure
appropriate risk management within our
processes, systems and culture. A copy of the
Risk Management Policy is available at www.
thea2milkcompany.com/corporate-governance.
Identifying and responding to risk
Our risk assessment process begins with the
identification of key sources of risk relevant to the
activities of our business. This approach facilitates a
comprehensive assessment of potential risk events
and allows appropriate management strategies to
be subsequently employed.
The following table identifies significant sources
of risk for the business, including key economic,
environmental and social sustainability risks with
the potential to materially impact our ability to
achieve our objectives. It also summarises how we
are responding to those risks.
1 Registration achieved by Synlait Milk and given by China’s State Administration of Market Regulation (SAMR) in September 2017 for the company’s China
label infant formula. SAMR requires registration to be held in the name of the manufacturer as opposed to the brand owner.
2 General Administration of Customs of the People’s Republic of China.
Building from strength 35 34 The a2 Milk Company
Sources of risk and potential risk eventsHow we are responding
Climate change and reliance on natural resources
As a business that is heavily dependent on agricultural inputs, we are exposed to short, medium and long-term climate and
environmental risks. These include both supply and demand side risks including:
• physical risks resulting from acute and chronic changes in climate. The productivity of our agricultural base could be impacted
by changes in temperature and rainfall resulting from climate change, generating potential supply chain disruptions or greater
volatility in input costs;
• transition risks resulting from regulatory or market pressures associated with on-farm emissions. On-farm emissions account
for 72% of The a2 Milk Company’s GHG emissions footprint. These emissions could be exposed to carbon pricing, generating
increased input costs or shifts in consumer preferences due to growing environmental concerns; and
• other environmental risks such as deforestation, animal disease outbreak, biodiversity impacts, soil and air quality impacts,
water use and animal welfare. The growth of conscious consumerism and increasing expectations around the environmental
responsibility of consumer products means that exposure to these risks could negatively affect our brand reputation. This is
particularly significant as demands for transparency around these issues increase and supply chains come under greater scrutiny.
We are responding to growing demands for transparency by integrating the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD) into our strategic planning and risk management processes, with the intention of adopting the full TCFD
disclosure by the end of FY22. More detailed information regarding TCFD and scenario analysis can be found in the case study on climate
risk analysis on page 31.
We are managing our exposure to climate and environmental risks by:
• assessing baselines and short, medium and long-term targets
3
across GHG emissions, energy and water consumption, waste-to-landfill
and product packaging within our direct operations and supply chain;
• building long-term supply arrangements with partners, promoting positive environmental and social sustainability activities and
initiatives and implementing environmental plans on all farms by 2021;
• sourcing milk from diversified milk pools within New Zealand, Australia and the US and incorporating climate impacts into future
sourcing strategies;
• sourcing milk from farms in close proximity to our processing facilities wherever practicable, reducing the need to transport milk over
long distances from other areas; and
• implementing a best practice globally certified animal welfare standard across our operations, aligned to the Five Provisions and Animal
Welfare Aims.
Reliance on talent and culture
We rely on the talent of our people and the effectiveness of our culture for success. Therefore, keeping our people safe is a top
priority. The competitive nature of the job market and our positioning as a high growth business also contribute to risks associated
with managing our talent and culture:
• actual or potential harm to all workers and other persons at the workplace (including from non-compliance with applicable laws
and regulations). In addition to any harm itself, this could also result in financial penalties, drop in staff morale and productivity,
increased insurance costs and damage to our reputation;
• loss of key management personnel, in addition to the potential loss of their teams, could also have a material effect on our
operating and financial performance;
• resource constraints resulting from business growth out-pacing talent acquisition; and
• building organisational capability through the recruitment of external hires carries with it the potential for transition risk.
We are committed to the safety of our people and have established systems and processes to identify, control, report, investigate and
monitor health and safety risks across the business.
Believing that well-managed, engaged and effective teams create long-term business success, our efforts are aided by:
• a rigorous recruitment and selection process, followed by thorough induction and onboarding;
• an effective employee retention strategy combining both short and long-term financial incentives with career development
opportunities to motivate and engage key personnel;
• strong cultural values – bold passion, pioneering spirit, humility, respect and integrity – which assist both the company and employees
in achieving their goals;
• increasing the depth and capability of the senior management pool to support future growth; and
• succession planning to ensure continuity of knowledge, skills and experience.
Rapid change in information technology (IT)
The rapid change in IT provides both opportunities and risks. Incidents of cyber-attack and the release of data have become an
increasing threat for all companies. The cyber security and data environment is continuously evolving and, as a result, we are
inherently exposed to inadequate IT security leading to a compromise of our IT systems and potential data theft, data loss or
corruption. Such a compromise could result in economic or reputational loss.
We remain focused on further strengthening our governance, processes and technology controls to protect the integrity and privacy of
data and maintain compliance with regulatory requirements.
We continue to build our cyber resourcing capability and improve our cyber security systems and protections, including restricting access
to sensitive data, conducting regionally-specific cyber security audits and maintaining cyber security insurance.
We have also identified the need to complete third party cyber risk reviews and are currently agreeing scope and timing with
identified parties.
We are implementing our new enterprise resource planning (ERP) software with a view to not only improve our overall IT infrastructure
but also reducing the number of different applications in use across the organisation, allowing the protection protocols in place to be
streamlined.
Ongoing impacts from the COVID-19 global pandemic
The COVID-19 pandemic has caused unprecedented social and economic disruption globally. Until the pandemic is contained, the
business remains exposed to several possible COVID-19 related consequences, including:
• a weakened global economy – characterised by elevated levels of unemployment and reduced disposable income – resulting in
disruptions to consumer buying patterns and/or softening consumer demands in key markets;
• a possible unwinding of FY20 consumer pantry stocking for infant formula, which had some positive impact on FY20 sales;
• disruptions to sales channels – including the effect of ongoing travel restrictions on reseller channels between Australia and
China; the impact of weakened economic conditions on the viability of some off-line distribution networks within China; and
trading restrictions for retailers, including limitations on product purchasing and in-store foot traffic, and access restrictions for
merchandising teams; and
• a second wave of infection through key markets of Australia, New Zealand, China and the US, which could result in disruptions
to supply chains, retail trading conditions, consumer buying patterns and sales growth in these markets.
The Company has to date demonstrated resilience in the face of the COVID-19 pandemic, supported by a strong underlying demand for
the company’s products, and the focus of senior management on key initiatives, including:
• the adoption of robust health and safety protocols in line with all relevant government requirements, including across our Smeaton
Grange liquid milk processing facility;
• flexible working arrangements for staff combined with enhanced remote working technologies;
• continued close cooperation with Synlait Milk to maintain continuity of infant milk formula supply;
• active management of supply chain routes to market (including use of air freight where appropriate);
• increased levels of safety stock to mitigate future supply chain disruption;
• agile approach to the execution of marketing programmes, adjusting where appropriate to reflect shifts in consumer buying patterns
and channel dynamics; and
• contributions to support COVID-19 vaccine research.
SUSTAINABILITY
RISK
MANAGEMENT
3 The business is currently in the process of determining targets to manage climate-related risks and opportunities, in line with the recommendations of the
TCFD framework.
Building from strength 37 36 The a2 Milk Company
CORPORATE
GOVERNANCE
CONTENTS
Our directors 40
Our executive committee 42
Governance 44
Remuneration 49
Building from strength 39 38 The a2 Milk Company
David Hearn
Chair and
Non-Executive Director
Master of Arts
Director since February 2014
Julia Hoare
Deputy Chair and Independent,
Non-Executive Director
Bachelor of Commerce, FCA,
Chartered Member of the Institute
of Directors (NZ)
Director since November 2013
Jesse Wu
Independent,
Non-Executive Director
Master of Business Administration
(Duke)
Director since May 2017
Pip Greenwood
Independent,
Non-Executive Director
Bachelor of Laws
(LL.B.), University of Canterbury (NZ)
Director since July 2019
Warwick Every-Burns
Independent,
Non-Executive Director
Advanced Management Program
(Harvard)
Director since August 2016
David has been a director of the
company since 5 February 2014, and
Chair since 30 March 2015. He is also a
member of the Nomination Committee.
David has extensive experience and skills
in executive management, sales and
marketing and strategy development in
fast moving consumer goods (FMCG)
in international markets. He has held
senior executive roles including Chief
Executive Officer or Managing Director
roles for FMCG companies including
Goodman Fielder Limited, United
Biscuits Europe and Asia, Pepsico Foods
Europe,and Del Monte UK.
Latterly, David was the CEO for the
marketing services group, Cordiant
Communications Group. In addition to
his a2MC Company directorship, David
is also a director of SafeStore Holdings
PLC, Robin Partington & Partners
Limited, Committed Capital Limited and
his own company Lovat Partners Limited
David resides in the United Kingdom.
Julia has been a director of the company
since 19 November 2013, and Deputy
Chair since 30 March 2015. She
is also Chair of the Audit and Risk
Management Committee and a member
of the Nomination Committee.
Prior to joining the Board, Julia had
extensive chartered accounting
experience in Australia, the UK and
NZ and was a partner with PwC NZ
for 20 years. She is also a member of
the New Zealand External Reporting
Advisory Panel, a body designed to
support the standard setting process
of the New Zealand External Reporting
Board, and is the Vice President of the
New Zealand Institute of Directors.
In addition to her company directorship,
Julia is Deputy Chair of Watercare
Services Limited, and a director of
Port of Tauranga Limited, Auckland
International Airport Limited and
Meridian Energy Limited.
She is also a member of The New
Zealand Sustainable Finance Forum
Leadership Group, the aim of which is
to identify genuine, practical ways to
ensure the financial system is supporting
and not hindering the economic
transition required for New Zealand to
meet its international commitments
under the Paris Agreement Sustainable
Development Goals.
Julia resides in New Zealand.
Jesse has been a director of the
company since 16 May 2017. He is
also a member of the Audit and Risk
Management Committee and the
Remuneration Committee.
Jesse began his career with Procter &
Gamble and PepsiCo, before joining
Johnson & Johnson’s consumer
business. He was appointed
International Vice President, Asia/Pacific
in 2003 and company Group Chair,
Global Markets in 2008. Prior to his last
executive position, he was Worldwide
Chair of the Johnson & Johnson
Consumer Group (which had annual
revenues of US$14 billion).
Jesse serves on the Board of Visitors
at Duke University’s Fuqua School of
Business. He is a two-time recipient of
the Magnolia Award from the Shanghai
Municipal Government, given in
recognition of his contributions to
Shanghai’s economic development.
In addition, Jesse serves on the board
of Aptar Group Inc, a global leader in
dispensing systems.
Over his career Jesse has managed
significant scale and complexity in the
areas of manufacturing, distribution,
sales and marketing, in both developed
and emerging markets.
Jesse resides in China.
Pip has been a director of the company
from 1 July 2019. She is also Chair
of the Nomination Committee and
a member of the Remuneration
Committee.
Currently Pip is also a director on the
boards of Westpac New Zealand,
Spark New Zealand and Fisher & Paykel
Healthcare. She was previously a senior
partner at law firm Russell McVeagh,
where she spent over 10 years on the
firm’s board including acting as the
firm’s board Chair and interim CEO.
Pip brings extensive commercial
and board experience to
The a2 Milk Company board. A leader
in the field of corporate law and in the
New Zealand business community, Pip
is also known for her work promoting
greater diversity in the workplace. She
is the recipient of numerous industry
awards including being named New
Zealand “Dealmaker of the Year” at
the Australasian Law Awards 2018,
an accolade she has won five times;
and she has twice been recognised
as a finalist at the Women of
Influence Awards.
Pip resides in New Zealand.
Warwick has been a director of the
company since 23 August 2016. He
is also Chair of the Remuneration
Committee and a member of the Audit
and Risk Management Committee.
Warwick has been a career Consumer
Packaged Goods (CPG) executive of
global scale. His executive roles have
included a successful career with The
Clorox Company of the USA as Senior
Vice President, International, based
in the USA and prior to that as VP
Asia Pacific. His earlier roles included
Managing Director of NationalPak
Limited (the Glad Products Company
ultimately acquired by Clorox) and a
long career with Unilever PLC where
he was based in Australia. Warwick
is a Non-Executive Director of one
of the leading international wine
companies, the ASX listed Treasury
Wine Estates Limited.
Warwick brings a combination of
international CPG Executive and non-
executive director experience in markets
of particular relevance to the company
in China, North America and Europe.
His strong skills and interest in business
development in new and emerging
markets, brand management and human
resource management are of significant
value to the company.
Warwick resides in Australia.
CORPORATE GOVERNANCE
OUR
DIRECTORS
Building from strength 41 40 The a2 Milk Company
CORPORATE GOVERNANCE
OUR EXECUTIVE
COMMITTEE
Leadership
To enhance our organisational
alignment and enable the right
ways of working to deliver on our
strategy, we recently reorganised
our most senior executive team
to form our Executive Committee
and formed a Senior Leadership
Group which comprises the senior
management of the business.
Geoffrey Babidge
Chief Executive Officer
Bachelor of Economics
Geoffrey was appointed CEO from 9
December 2019. He was previously Managing
Director and CEO of the company from
July 2010 until July 2018; he was also an
Executive Director of the Board during this
time. Geoffrey has more than 30 years’
senior management experience working in
the Australian FMCG industry. Geoffrey has
previously held senior executive roles with a
number of companies in Australia including
Freedom Foods Group Limited, Bunge
Defiance and National Foods. Prior to these
roles he was a practising chartered accountant
and partner at Price Waterhouse.
Race Strauss
Chief Financial Officer
Fellow of CPA Australia (FCPA)
Bachelor of Business (Griffith
University, QLD)
Executive MBA (INSEAD, Singapore)
Race joined the Group in January
2020. He is responsible for the finance,
legal, IT, investor relations and strategy
functions across the group. Race is an
experienced finance executive with a
strong packaged goods background
as well as relevant international
experience, particularly in China and
other Asian regions. Race spent over
20 years at Unilever where he held a
variety of senior roles including Chief
Financial Officer of Unilever Australasia
and Vice President of Finance for
South East Asia and Australasia. More
recently Race spent seven years in Chief
Financial Officer roles with the Qantas
Group, including at Jetstar and at
Qantas Airlines.
Susan Massasso
Chief Growth and Brand Officer
Bachelor of Commerce – Accounting and
Marketing (University of Sydney)
Susan has over 20 years’ experience in the
packaged goods industry. Susan is responsible for
all activities associated with brand development
and communications, including overseeing
the marketing function, internal and external
communications, government and regulatory
affairs, and new growth engines for our business
across new products, channels and markets. Susan
originally joined the Group in September 2013 as
Group Chief Marketing Officer with leadership
of marketing and brand development across all
markets. Prior to this, Susan held several senior
leadership and commercial positions across the
Campbell Arnott’s business including Asia Pacific
Regional Marketing Director, Marketing Director
Arnott’s ANZ, General Manager Campbell’s
ANZ and Marketing Director Campbell’s ANZ. In
addition, Susan spent a number of years at Unilever
where she held a variety of marketing, consumer
insight and logistics roles. Susan attended the
University of Sydney under scholarship from
accounting firm PriceWaterhouseCoopers
where she gained undergraduate employment
throughout her degree.
Lisa Burquest
Chief People, Safety and
Sustainability Officer
Bachelor of Business, Logistics,
Materials and Supply Chain
Management
Lisa joined the Group in November
2018 as Chief People Officer.
Lisa is responsible for driving our
people strategy as well as for our
safety and sustainability functions,
leveraging her previous experience
leading the development of
safety management systems and
developing and executing integrated
sustainability programmes. Lisa has
over 26 years’ experience across a
wide breadth of human resources
roles including previous senior
positions at BHP Billiton, Origin
Energy, Jetstar and most recently
Qantas Airlines. She has experience
working across a variety of
geographies, particularly Asia, and is
very comfortable in a dynamic, fast
paced company culture.
Shareef Khan
Chief Operations Officer
Bachelor of Science, CSCP, APICS
Shareef joined the Group in June
2012. He is directly responsible for all
supply chain, quality and operations
across the Group in each of our
geographies, from farmers through to
strategic processing and distribution
partners and ultimately distribution
to our customers. Shareef has
over 15 years’ senior management
experience as a qualified supply chain
professional. He is experienced across
a number of industries, including
fast moving consumer goods,
infant nutrition, office products
and construction.
Peter Nathan
Chief Executive Asia Pacific
Bachelor of Business (Marketing)
Peter joined the Group in 2008 and in 2010
took on the role of Chief Executive of the
Australia and New Zealand region. From
1 July 2017, Peter was appointed Chief
Executive of the Asia Pacific region. During
his time with the company, Peter has led the
successful relaunch of branded
a2 Milk
™
in
the Australian market from 2007 with the JV
entity, and has been instrumental in launching
and establishing the
a2 Platinum
®
infant
formula brand in Australia and more recently
China. Peter has over 28 years’ experience
working in the FMCG industry, as evidenced
by his previous senior marketing and sales
roles for Gillette and Colgate Palmolive in
Australia and Asia, as well as his involvement
with Freedom Foods Group Limited as
General Manager. Peter is responsible for our
operations across Australia, New Zealand,
Greater China and other Asia.
Li Xiao
Chief Executive Greater China
Bachelor of Arts in Business Admin,
English (Heilongjiang University)
Master, EMBA (China Europe
International Business School)
Li Xiao joined the Group in April 2019.
Li Xiao is responsible for maximising
the significant opportunities that
the Greater China market presents
for the company, delivering against
our strategy and putting the right
capabilities in place to deliver to these
future growth opportunities.
Li Xiao has substantial experience
building successful businesses in China
across a diverse range of multinational
and local fast growth consumer driven
companies including Mars, Nike, Burger
King China, and most recently CEO and
President of Wanda Kids Group and
SVP of Wanda Group.
Blake Waltrip
Chief Executive USA
BA Economics (University of California
at San Diego)
Masters of Business Administration
(Anderson Graduate School of
Management, UCLA)
Blake joined the Group in May 2016, assuming
the role of Chief Executive of the USA region.
Blake is responsible for leading our Northern
American business as well as managing our
supply chain partnerships and performance
for his region. Blake has a strong marketing
and general management skill set. Blake was
previously the CEO of Quinoa Corporation Inc,
(The Ancient Harvest Brand) based in Boulder,
Colorado. His previous roles have included
VP and CMO of the beverage division of the
Hain Celestial Group, Managing Partner of a
marketing services and strategy group, Growth
Ventures, President Americas of Lowe Alpine,
and an earlier extensive marketing career with
Nestlé USA beverage brands.
Jaron McVicar
General Counsel and
Company Secretary
Bachelor of Laws
Jaron joined the Group as General
Counsel and Company Secretary
in November 2016, having already
provided legal advice to the Group
over a number of years in his
previous role with a leading New
Zealand law firm. Prior to joining
the Group, Jaron worked in private
practice for 15 years as a corporate
and commercial lawyer, including
seven years working in London.
Jaron is a qualified solicitor in New
Zealand and England and Wales.
Jaron is responsible for the Group’s
legal function and works closely
with the Board on governance in
his capacity as Company Secretary.
Building from strength 43 42 The a2 Milk Company
GOVERNANCE FRAMEWORK
Independent
assurance
(i)
Group
Company
Secretary
(ii)
Executive
committee
(v)
CEO
(iv)
Delegation and
oversight
(iii)
Delegation and
oversight
Delegation and
oversight
Accountability
and reporting
Accountability
and reporting
Accountability
and reporting
(i) Internal audit/external audit/legal and other
professional advice.
(ii) Accountability and reporting of corporate
governance and Board related matters.
(iii) Board delegates all matters except those reserved
for the Board or its committees.
(iv) Responsible for day to day operations; leads the
executive committee.
(v) Implements strategy and business plans; directs
performance and behaviour of workforce.
Board of
Directors
Board
committees
(ARMC, REM,
NOM)
CORPORATE GOVERNANCE
Director independence
The Board Charter provides that the Board will, where practicable,
comprise a majority of independent directors.
Director independence is initially assessed upon each director’s
appointment and reviewed each year, or as required when a
new personal interest or conflict of interest is disclosed. For this
purpose, each director is required to bring an independent view
and judgement to the Board and to declare all actual or potential
conflicts of interest on an ongoing basis.
Any issue concerning a director’s ability to properly act as a
director must be discussed at a Board meeting as soon as
practicable, and a director may not participate in discussions or
resolutions pertaining to any matter in which the director has a
material personal interest.
In determining the independence of its directors, the Board
considers guidance for independence, set out in the ASX
Principles, the NZX Listing Rules and the NZX Corporate
Governance Code. Based on those rules and recommendations,
a director is considered to be independent by the Board if he or
she is a non-executive director and free of any interest, position,
association or relationship that could reasonably influence, or
could reasonably be perceived to influence, in a material respect
his or her capacity to bring an independent view to decisions
in relation to the company, or act in the best interests of the
company and represent the interests of the company’s security
holders generally.
Based on these measures, and the considerations discussed
on page 44 of this Annual Report the Board considers that
Julia Hoare, Warwick Every-Burns, Jesse Wu and Pip Greenwood
are independent directors.
Corporate Governance Statement
Our Corporate Governance Statement, which is current as at
30 June 2020 and approved by the Board, can be found at
www.thea2milkcompany.com/corporate-governance.
OUR BOARD
Role of the Board and delegation of authority
The Board is responsible for the overall governance and operations
of the company, guiding the company’s strategic direction,
monitoring risk, and overseeing the activities of management.
All issues of substance affecting the company are considered by
the Board, with advice from external advisers as required.
The role and responsibilities of the Board are set out in the
Board Charter, available on the company’s website at
www.thea2milkcompany.com/corporate-governance.
The Board delegates certain functions to its three Committees
(Audit and Risk Management Committee, Remuneration
Committee, and Nomination Committee). The diagram on the
previous page illustrates our corporate governance framework.
Audit and Risk Management Committee (ARMC)
The principal purpose of this committee is to assist the Board in
fulfilling its corporate governance and oversight responsibilities
in relation to the Group’s risk management and internal control
systems, accounting policies and practices, internal and external
audit functions and corporate reporting.
We are committed to maintaining the highest standards of
corporate governance. Our corporate governance framework has
been established to ensure that directors, officers and employees
fulfil their functions responsibly, whilst protecting and enhancing
the interests of shareholders.
We believe that good corporate governance adds to the
performance of the company, creates shareholder value and
engenders the confidence of the investment market.
Our corporate governance framework has been developed with
regard to:
• the NZX Corporate Governance Code; and
• the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX Principles)
(third Edition). The company has updated its governance
arrangements in a number of respects during the year so
that they will be consistent with the fourth edition of the
ASX Principles, which took effect for the company from
1 July 2020.
For the financial year ended 30 June 2020 our corporate
governance framework complied with the recommendations in
the NZX Corporate Governance Code and the ASX Principles (third
Edition), except where noted below.
ASX Principles
Recommendation 2.5 of the ASX Principles states that the Chair
of the Board should be an independent director and, in particular,
should not be the same person as the CEO (recommendation 2.9
of the NZX Corporate Governance Code recommends that where
the Chair of the Board is not independent, the Chair and the CEO
should be different people).
The roles of Chair and CEO are not exercised by the same
individual. From 1 July to 9 December 2019, the role of CEO
was held by the Managing Director, Jayne Hrdlicka, and from
9 December 2019, Geoffrey Babidge has held the role of CEO
(on an interim basis).
However, the Board did not consider the company’s Chair,
David Hearn, to be an independent director in this financial year
for the purposes of the ASX Principles. This is because of David’s
previous limited executive role, which ceased in December 2018,
under which the CEO previously had the capacity to call on David
from time to time to support the company’s business in Europe
and the UK. David also held executive options during this financial
year, which were exercised in full during the year.
Considering his limited executive role during the first half of last
financial year, and the options exercised by David during this
financial year, the Board considered it appropriate that David
should retain his non-independent status during this financial year.
David brings to the Board invaluable perspective on the
development of consumer products markets globally. The Board is
confident that he exercises an independent view and judgement
in his role as Chair and that the CEO has full executive control and
accountability in the organisation.
The Board considers there is an appropriate level of independent
view and judgement exercised by directors, including by Julia
Hoare as Deputy Chair, who is the lead independent director.
GOVERNANCE
Building from strength 45 44 The a2 Milk Company
Remuneration Committee (REM)
This committee assists the Board in establishing appropriate policies for remuneration across the Group and reviews the remuneration of
the Chief Executive Officer and other senior executives as the Board may determine.
Nomination Committee (NOM)
This committee assists the Board by considering nominations to the Board to provide an appropriate mix of expertise, diversity, skills and
experience on the Board, and reports to the Board on progress of the implementation of the company’s Diversity Policy.
The Nomination Committee assisted the Board by managing the recruitment process for the recently announced appointment of
David Bortolussi as Managing Director and CEO.
These Board committees are governed by charters detailing their specific functions and responsibilities. The charter for each committee is
reviewed by the Board annually. Copies of the committee charters are available at www.thea2milkcompany.com/corporate-governance.
Board size, skills and structure
During the entire reporting period, the Board comprised four independent non-executive directors and one non-executive director. In the
period 1 July to 9 December 2019 the Managing Director and CEO (executive director) was also a member of the Board. The company’s
constitution provides for a minimum of four directors and a maximum of eight, of which at least two must be New Zealand residents to
comply with the NZX Listing Rules.
The Board has developed a board skills matrix which sets out the diversity of skills and experience that it has. The matrix, set out in its
collective form reflecting the current Board composition, is as follows:
Skills and experience
Board representation
(out of five directors)
Executive leadership – experience as a senior executive in one or more substantial commercial businesses
100% (5)
Non-executive board membership – experience as a non-executive director of a number of listed or other
widely-held companies
100% (5)
Governance – experience in setting and implementing corporate governance policies, practices and standards
100% (5)
Consumer products and nutritional industries – experience as a senior executive in, or as a professional
advisor to, consumer products or nutritional industry businesses
60% (3)
E-commerce – experience as a senior executive in, or as a professional advisor to, businesses engaged in
e-commerce activities
80% (4)
Food safety – technical or managerial experience relating to food, food product development and
development and/or implementation and management of safe practices for the sourcing, production,
transport and distribution of perishable foods
40% (2)
Sustainability – experience in identifying economic, social and environmentally sustainable developments,
and setting and monitoring sustainability aspirations
60% (3)
International markets – experience as a senior executive in, or as a professional advisor to, businesses that
operate outside Australia and New Zealand, particularly those international markets in which the company
operates, and an understanding of how to succeed in different cultural, regulatory and business environments
100% (5)
Financial acumen – experience in financial accounting, taxation, external and/or internal audit and reporting
20% (1)
Risk management – experience in identifying and mitigating risk
100% (5)
Remuneration – experience in developing and/or implementing executive remuneration programmes,
including incentive-based remuneration
80% (4)
CORPORATE GOVERNANCE
GOVERNANCE
Board committees
The Board’s three standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees may be established
from time to time with specific responsibilities as delegated by the Board. The composition of the committees as at, and throughout the
financial year ended 30 June 2020, was as follows:
MembersIndependentNon-executive
Audit and Risk Management Committee
Julia Hoare (Chair)
Warwick Every-Burns
Jesse Wu
Nomination Committee
Pip Greenwood (Chair)
Julia Hoare
David Hearn
Remuneration Committee
Warwick Every-Burns (Chair)
Pip Greenwood
Jesse Wu
Building from strength 47 46 The a2 Milk Company
CORPORATE GOVERNANCE
REMUNERATION
Our success depends on the quality and contribution of our
people, with their talents enabling us to achieve our short and
long-term strategic objectives.
Our remuneration philosophy for all employees and executives
aims to:
• link rewards to the creation of sustainable value for
shareholders;
• attract, develop and retain talented employees and executives;
• initiate and execute the company’s business plans and strategy
as endorsed by the Board;
• reward the delivery of superior performance;
• have a balanced mix of short-term and long-term remuneration
components;
• be consistent with and supportive of the company’s ethical
framework and commitment to good corporate governance;
and
• ensure that remuneration arrangements are competitive, fair,
and reflect the external labour market.
Remuneration policies and practices
The Remuneration Committee is responsible for establishing the
policies and practices of the company regarding the remuneration
of directors and other senior executives of the Group and
reviewing all components of the Group’s remuneration practices
relevant to its employees. The Remuneration Committee Charter
sets out the objectives, responsibilities and authority of the
Remuneration Committee in relation to remuneration matters. The
Charter stipulates that the Committee will make recommendations
to the Board, but all decision-making authority in relation to
remuneration remains with the Board.
The Board’s policy for remunerating the CEO and other senior
executives is to provide market-based remuneration packages
comprising a blend of fixed and variable at-risk incentive-based
remuneration with clear links between individual and company
performance, and reward. The Remuneration Committee
reviews the remuneration packages of the CEO and other senior
executives at least annually.
All employees have a fixed remuneration package. Selected senior
executives and managers also have variable remuneration in the
form of a short-term incentive (STI) as part of their remuneration
package. Certain selected senior executives and managers may
also have long-term incentives (LTI) as part of their remuneration
package.
Employees, not participating in the STI or LTI plans, may receive
a bonus of up to 5% of fixed remuneration, subject to individual
performance and the company achieving its financial objectives for
the year.
Remuneration packages for senior executives are structured so
that a significant portion of remuneration is at risk but can be
earned by the achievement of superior performance. The LTI is
designed to drive sustained performance over time and to both
attract and retain the best possible talent.
An appropriate remuneration mix is determined for each position,
taking into consideration the executive’s role and level of
responsibility.
Managing executive performance
Robust processes are in place for supporting and evaluating
the performance of the CEO and other senior executives and
managers.
The Board and CEO determine and agree annual targets and
objectives for the company based on the company’s strategic plan,
supported by a comprehensive and collaborative forecasting and
budgeting process. The CEO is accountable to the Board for the
delivery of the agreed objectives.
The objectives agreed between the Board and the CEO are
discussed and cascaded to each member of the executive team,
and captured in individual performance delivery documents
and STI agreements. The CEO uses the performance delivery
documents to facilitate individual conversations with each member
of the executive team periodically throughout the performance
period. The periodic performance discussions are documented
and form the basis of the annual performance review that each
executive undertakes with the CEO, and that the CEO undertakes
with the Board, at the end of the performance period.
The outcome of the executive’s performance over the course of
the year contributes to considerations surrounding changes to
fixed remuneration and the awarding of variable remuneration
and incentives.
For the financial year ended 30 June 2020, each member of the
executive team who was an employee for the duration of the
reporting period had at least one periodic performance discussion
documented.
Remuneration for FY20
During FY19 a revised remuneration policy for the Group was
finalised; and announced in November 2019. This new framework
delivers a high performance remuneration framework with higher
at-risk components than the previous framework, with the aim of
more closely aligning remuneration with the company’s strategic
direction, as set out below.
Fixed remuneration
Employees’ fixed remuneration is based on a matrix of an
individual’s skills and experience, their individual performance and
their current level of remuneration relative to the market. Fixed
remuneration is reviewed on an annual basis with reference to
independent external surveys, and where appropriate, is adjusted
based on consideration of individual performance and market
remuneration movement. The Remuneration Committee reviews
and approves all changes to fixed remuneration.
Variable remuneration
The STI and LTI programmes provide the potential for employees
to receive payment over and above fixed remuneration. These
programmes are discretionary, appropriate to the results delivered
by the Group and the individual performance of the employee,
based on the principle of reward for performance. A significant
portion of senior executive remuneration is at risk.
GOVERNANCE
Attendance at Board and committee meetings
Director attendance at Board and Committee meetings during the year ended 30 June 2020 is set out below.
Meetings of the Board
Audit and Risk
Management Committee
Remuneration
CommitteeNomination Committee
HeldAttendedHeld AttendedHeld AttendedHeld Attended
David Hearn (Chair)1212––––1313
Julia Hoare
(Deputy Chair)
121255––1313
Jayne Hrdlicka
1
(Managing Director
and CEO)
55––––––
Warwick Every-Burns12125533––
Jesse Wu12125533––
Pip Greenwood1211––331313
Held: meetings held during the period for which the person was a director or Committee member.
1 Resigned as Managing Director & CEO on 9 December 2019
Corporate governance policies
The following policies, each of which has been prepared having regard to the ASX Principles and the NZX Corporate Governance Code,
are available on the company’s website at www.thea2milkcompany.com/corporate-governance:
• Code of Ethics;
• Continuous Disclosure Policy;
• Diversity Policy. The company’s diversity policy is discussed on page 26 of this Annual Report;
• Risk Management Policy. The company’s risk management policy is discussed on pages 34 to 37 of this Annual Report;
• Securities Trading Policy;
• Shareholder Communications Policy;
• Global Whistleblower Policy;
• Global Anti-Bribery & Anti-Corruption Policy; and
• Ethical Sourcing Policy.
The Board regularly reviews the performance and effectiveness of the company’s corporate governance policies and procedures and,
if appropriate, amends those policies and procedures or adopts new policies or procedures, to uphold the integrity of the company’s
corporate governance framework.
Building from strength 49 48 The a2 Milk Company
CORPORATE GOVERNANCE
The following table illustrates the relative percentages of fixed
remuneration and at risk STI and LTI for FY20.
FixedSTI
(at target)
LTI
(face value)
CEO29%29%42%
Executive Committee30%-34%25%-28%38%-45%
Short-Term Incentive (STI) plan
The purpose of our STI plan is to build a results-focused
culture, whilst increasing employee engagement. STI values
and performance targets are approved by the Remuneration
Committee at the start of each financial year.
The STI is paid in the form of a cash bonus to employees based
on the achievement of the Group Performance Scorecard
and adjusted by an individual performance multiplier of 0%
to 130% – calculated based on the employee’s performance
against the achievement of personal objectives (“OKRs”).
Funding of the bonus program in FY20 was established by
aggregating, for all employees, the amount of their target incentive,
as referenced against their fixed annual remuneration and adjusted
by the performance of the Group Performance Scorecard.
STI weightings
Group performance scorecardPersonal
OKRs
Financial
performance
Business
performance
CEO and Officers50%50%0-130%
Performance rights granted in FY20
As a result of the Board undertaking a review of the company’s
remuneration practices in 2019, no performance rights were
issued for FY19. With the review completed, the company
issued performance rights in respect of FY19 to the relevant LTI
plan participants during FY20. These performance rights will be
assessed against the two-year performance period from 1 July
2019 to 30 June 2021 (rather than the three year performance
period from 1 July 2018 to 1 July 2021 that would have applied
if the Performance Rights were issued at the usual time for FY19
LTI awards, being shortly following the company’s release of its
FY18 full year results). The quantum of grants is set by reference
to a fixed percentage of each participant’s FY19 fixed annual
remuneration.
While the delay of more than one year in the issue of performance
rights under the FY19 LTI plan has resulted in a performance
period of only two years, it is considered appropriate in balancing
shareholders’ interests with offering performance-based incentives
to eligible LTI participants and avoids any perception of setting
targets with the benefit of hindsight.
To accommodate the suspension of the LTI programme in FY19,
the performance rights issued during FY20 are in two tranches,
with differing performance periods and performance hurdles as set
out below, with Tranche 1 reflecting the FY19 deferral.
The performance rights vest subject to:
• Continuing employment.
• Minimum performance hurdles of both:
– A minimum diluted earnings per share (EPS) compound
annual growth rate (CAGR) increase of 15% over the
performance period (E-CAGR); and
– A minimum normalised sales CAGR increase of 15% over
the performance period (S-CAGR).
• No awards will vest if E-CAGR or S-CAGR is less than 15% over
the respective performance periods.
• 50% of the awards will vest if E-CAGR and S-CAGR of 15% is
achieved, up to a maximum of 100% of the award vesting if
S-CAGR of either 22% or more, or 25% or more is achieved,
as follows:
Performance
rights
grants:
Performance
period
EPS
hurdle
Normalised sales
hurdles
50%
vests
85%
vests
100%
vests
Tranche 12 years to
30 June 2021
15%15%20%25%
Tranche 23 years to
30 June 2022
15%15%18.5%22%
Vesting is on a straight-line basis between each band.
Diluted earnings per share are as reported in the company’s Annual
Report in respect of that financial year.
Normalised sales in respect of a financial year, are sales plus
such additional revenue or income items less such unusual and
one-off items (in each case, as may be determined by the Board
in its absolute discretion) based on relevant financial information
reported in the company’s Annual Report in respect of that
financial year.
It is currently intended that, subject to applicable law, the company
will satisfy its obligation to allocate ordinary shares upon the
vesting of performance rights granted in FY20 (as well as all future
grants of performance rights) by instructing the trustee of the
newly established a2MC Group Employee Share Trust to purchase
shares on market so as to avoid, where possible, dilutive issues of
ordinary shares.
Further details on LTI plans can be found at Note F2 to the financial
statements.
Minimum Shareholding Requirement
Executives
With effect from 1 October 2019, a Minimum Shareholding
Requirement (MSR) Policy applies to the CEO and all of the CEO’s
direct reports (collectively, Executives). From time to time we may
also identify additional employees to whom the MSR Policy will
apply.
The purpose of this MSR Policy is to strengthen the alignment
between the interests of Executives and the interests of
shareholders and encourage a focus on building long term
shareholder value.
Executives are required to acquire and hold a minimum
shareholding equivalent to 100% of their fixed annual
remuneration comprising base salary and compulsory employer
superannuation contributions (or equivalent) before any tax or
social security deductions.
Executives are expected to achieve the MSR by the end of five
annual vesting periods for LTI grants, unless they have been
the beneficiaries of earlier option plans. In the event that an
Executive has been with the company for three or more years and
participated in these earlier option plans, the Executive will comply,
and be expected to continue to comply, with the MSR once 100%
of these options have vested.
All Executives are currently expected to achieve the MSR within the
timeframe required by the policy.
REMUNERATION
Group Performance Scorecard
FY20 Group ObjectivesMetricWeighting
Group Financial PerformanceRevenue growth
Net profit after tax
50%
Business Performance50%
1. Build China organisational capability to deliver Asia Pacific sales
and strategy outcomes
Consumption market share (value)
Revenue growth – China label
20%
2. Reach meaningful scale in the USARevenue growth10%
3. Sustainable brand leadershipPrompted brand awareness – China
Prompted brand awareness – USA
10%
4. Deliver the organisation of the futurePeople engagement (survey)
Digital transformation milestones
10%
At target100%
Long-Term Incentive (LTI) plan
Participation in the LTI plan is by invitation only, at the sole and
absolute discretion of the Board. The LTI plan is designed to
reward performance in support of the achievement of our business
strategy; targeting profitable, long term revenue growth, which
requires appropriate investment consistent with creating long-term
shareholder value.
The company grants performance rights (Awards) to eligible
participants under the plan, governed by specific terms and
conditions. Each Award granted represents a right to receive
one fully paid share in the company once the Award vests and is
exercised. The number of Awards and the vesting conditions for
Awards issued under the LTI plan are determined by and at the
sole discretion of the Board. No dividends are paid on performance
rights. The Board may forfeit performance rights for fraud,
dishonesty or wilful breach of duties.
The new LTI structure operative in FY20 moves away from a single
hurdle which incentivises only earnings per share (EPS) growth as
we believed this could encourage underinvestment in the brand
and infrastructure and therefore limit future growth. The new
performance model now directly incentivises revenue growth but
also safeguards bottom line financial performance with an EPS
growth threshold.
Awards under the LTI plan will vest if the minimum EPS and
revenue growth thresholds have been met, while the quantum
of vesting will be determined by reference to revenue growth
achieved. A minimum level of EPS growth must be achieved while
also delivering strong revenue growth.
To the extent strong revenue growth is achieved that meets or
exceeds the vesting threshold but EPS growth has not met the
vesting threshold, no vesting will occur. Similarly, if the EPS growth
vesting threshold is achieved but the revenue growth vesting
threshold is not, no vesting will occur.
Building from strength 51 50 The a2 Milk Company
CORPORATE GOVERNANCE
Directors’ remuneration
Non-executive director’s remuneration is paid in the form of director’s fees. The fees paid to directors are structured to reflect the
respective responsibilities and workloads of their Board and Committee positions.
The annual aggregate non-executive directors’ remuneration pool, approved by shareholders at the company’s Annual Meeting of
Shareholders held on 20 November 2018, is capped at $1,365,000.
Directors’ fees structure $ annual
Base board fees:
Chair of the Board (refer below)165,000
Deputy Chair210,000
Non-executive director165,000
Audit and Risk Management Committee:
Chair35,000
Committee member16,500
Remuneration Committee:
Chair35,000
Committee member16,500
Nomination Committee:
Chair22,000
Committee member11,000
Prior to the company’s admission to the Official List of the ASX on 31 March 2015, 5,000,000 options over unissued ordinary shares
were issued to Lovat Partners Limited (an entity controlled by David Hearn), under the company’s LTI plan. Each option had an exercise
price of NZ$0.63. During the financial year, 3,200,000 options, that had previously vested or vested in the period, were exercised by
David in order to avoid them lapsing. The annual accounting charge to profit or loss for the options issued under the LTI plan, are
included in the schedule of non-executive directors’ remuneration as other benefits. At the time that the current level of the Chair’s fees
was set it recognised the contribution to total remuneration of this benefit at that time.
Remuneration paid to non-executive directors of the Group for the year ended 30 June 2020 was as follows:
Board feesCommittee feesTotal fees
Other
benefits
received
Total
remuneration
Audit and Risk
ManagementRemunerationNomination
$$$$$$$
Company
David Hearn (Chair)
1
165,000–––165,00017,951182,951
Julia Hoare
(Deputy Chair)
210,00035,000–11,000256,000–256,000
Pip Greenwood165,000–16,50022,000203,500–203,500
Warwick Every-Burns165,00016,50035,000–216,500–216,500
Jesse Wu165,00016,50016,500–198,000–198,000
Total870,00068,00068,00033,0001,039,00017,9511,056,951
Subsidiary
companies
William Keane
2
39,880–––39,880–39,880
Total909,88068,00068,00033,0001,078,88017,9511,096,831
1 Other benefits received include the annual non-cash accounting charge for options issued under the LTI plan of $17,951. The value of options exercised by
David Hearn during the year was $62,554,000.
2 William Keane is included as a director of The a2 Milk Company Limited (UK), he resigned as a director on 31 March 2020. No other director of a subsidiary
company was remunerated in their capacity as a director.
REMUNERATION
Remuneration of CEO – Geoffrey Babidge
Geoffrey commenced his appointment as Interim CEO on
9 December 2019. Details of the remuneration arrangements are
set out below:
Term
There is no fixed term, employment is ongoing until terminated by
either Geoffrey or the company.
Total fixed remuneration
A$1,600,000 per annum, including superannuation.
STI
A bonus in the amount of between 20% and 40% of total fixed
remuneration is payable entirely at the discretion of the Board at
the end of his tenure as CEO.
LTI
Geoffrey does not participate in the company’s LTI plans.
The remuneration paid to Geoffrey Babidge in the financial year
was as follows:
2020
A$
Fixed remuneration903,030
STI paid–
Total remuneration received903,030
STI is payable at the end of Geoffrey’s tenure, based on total fixed
remuneration paid during the period of tenure.
Geoffrey’s KPI’s have been set and his award will be calculated
taking into account the achievement of these.
Remuneration of the former CEO – Jayne Hrdlicka
Jayne was employed under an employment agreement with the
company as Managing Director and CEO from July 2018. On
9 December 2019, Jayne agreed to step down from the role, but
remained an employee of the company until 30 June 2020.
The remuneration paid to Jayne Hrdlicka for the financial year was
as follows:
2020
A$
Fixed remuneration1,466,667
Other payments2,285,787
Total remuneration received3,752,454
Fixed remuneration was reviewed by the Board and increased
from A$1,500,000 to A$1,600,000 per annum for FY20. Fixed
remuneration was paid for the period 1 July 2019 to 31 May
2020. Other payments included STI paid for FY20, statutory leave
entitlements and an additional cash payment.
The remaining tranche of 90,914 time-based rights, granted to
Jayne as a transition benefit on commencing employment with
the company in July 2018 were exercised during the period, and
subsequently sold.
All performance rights granted to Jayne under the LTI plan
(comprised of 164,312 performance rights granted in November
2019, and 245,787 performance rights granted previously) were
subsequently forfeited on the cessation of Jayne’s employment.
The STI paid to Jayne for FY19 was A$1,897,500.
Building from strength 53 52 The a2 Milk Company
Building from strength 55
CONTENTS
Directors’ approval of the financial statements 56
Independent auditor’s report 57
Consolidated statement of comprehensive income 60
Consolidated statement of changes in equity 61
Consolidated statement of financial position 62
Consolidated statement of cash flows 63
Notes to the financial statements 64
FINANCIAL
STATEMENTS
54 The a2 Milk Company Building from strength 55
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the Shareholders of The a2 Milk
Company Limited
Opinion
We have audited the financial statements of The a2 Milk Company Limited (“the Company”) and its
subsidiaries (together “the Group”) on page 60 to 101, which comprise the consolidated statement of
financial position of the Group as at 30 June 2020, and the consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended of the Group, and the notes to the consolidated financial statements including a
summary of significant accounting policies.
In our opinion, the consolidated financial statements on pages 60 to 101 present fairly, in all material
respects, the consolidated financial position of the Group as at 30 June 2020 and its consolidated
financial performance and cash flows for the year then ended in accordance with New Zealand
equivalents to International Financial Reporting Standards and International Financial Reporting
Standards.
This report is made solely to the Company's shareholders, as a body. Our audit has been undertaken so
that we might state to the Company's shareholders those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company's shareholders, as a body,
for our audit work, for this report, or for the opinions we have formed.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Ernst & Young has provided market research services in relation to brand health tracking and has also
provided sustainability reporting advisory services to the group. Partners and employees of our firm
may deal with the Group on normal terms within the ordinary course of trading activities of the business
of the Group. We have no other relationship with, or interest in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current year. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, but we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
DIRECTORS’ APPROVAL OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2020
The directors of The a2 Milk Company Limited are pleased to present the consolidated financial statements for The a2 Milk
Company Limited (the Company) and its subsidiaries (together the Group) for the year ended 30 June 2020.
The directors are responsible for preparing and presenting financial statements in accordance with New Zealand law and
generally accepted accounting practice, which present fairly the financial position of the Group as at 30 June 2020 and
the results of its operations and cash flows for the period ended on that date.
The directors consider the financial statements of the Group to have been prepared using accounting policies which have
been consistently applied and supported by reasonable judgments and estimates and that all relevant financial reporting
and accounting standards have been followed.
The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance of the financial statements with the
Financial Markets Conduct Act 2013.
The directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent
and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide
a reasonable assurance as to the integrity and reliability of the financial statements.
There are reasonable grounds to believe that the Company and the Group entities identified in Note E2 will be able to meet
any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between
the Company and those Group entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785.
Signed on behalf of the Board by:
David Hearn Julia Hoare
Chair Deputy Chair and Chair of the
Audit & Risk Management Committee
18 August 2020
Building from strength 57 56 The a2 Milk Company
FINANCIAL STATEMENTS
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Discounts and rebates provided to customers
Why significant How our audit addressed the key audit matter
Revenue and associated trade receivables are
recognised net of trade discounts, volume rebates
and promotional allowances owed to customers
based on their individual contractual
arrangements. The recognition and measurement
of rebates and promotional allowances, including
the establishment of an appropriate accrual at year
end, involves judgment and estimation, particularly
relating to the expected level of rebate claims by
the customers. This was considered a key audit
matter given the value of the trade discounts,
rebates and promotional allowances provided to
customers, together with the level of judgment
involved in estimating this variable consideration
at year end.
Disclosures regarding revenue and the related
rebates, discounts and promotional allowances are
included in note B2 to the financial statements.
Our audit procedures included the following:
► Considered the appropriateness of the Group’s
revenue recognition accounting policies as
they relate to trade discounts, promotional
allowances and rebates.
► Understood the Group’s processes and
controls over the recording of trade discounts,
promotional allowances and rebates.
► Selected a sample of customer contracts and
determined whether rebates were calculated
in accordance with the agreed terms and
inquired of management as to the existence of
any non-standard agreements or side
arrangements with customers.
► Selected a sample of customer discounts and
rebates recorded and assessed whether the
timing and value of amounts recognised were
in accordance with NZ IFRS.
► Compared a sample of customer claims for
variable consideration and payments made
subsequent to year end to recorded accruals.
► Considered the year end ageing profile of
trade discounts and rebates and inquired as to
the likelihood of aged balances being settled.
Information other than the financial statements and auditor’s report
The directors of the Company are responsible for the Annual Report, which includes information other
than the consolidated financial statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
with the consolidated financial statements or our knowledge obtained during the audit, or otherwise
appears to be materially misstated.
If, based upon 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.
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with New Zealand equivalents to International
Financial Reporting Standards and International Financial Reporting Standards, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on behalf
of the entity the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with International Standards on Auditing (New
Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located
at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/. We also provide the directors with a statement
that we have complied with relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate threats or safeguards applied. This
description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-
Smith.
Ernst & Young
Sydney
18 August 2020
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 30 JUNE 2020
Building from strength 59 58 The a2 Milk Company
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Notes
2020
$’000
2019
$’000
Continuing operations
SalesB11,730,6961,30 0,590
Cost of sales( 762,122)(587,295)
Gross margin968,574713,295
Other revenueB1435160
Distribution expenses(42,564)(30,750)
Administrative expenses(96,035)(69,536)
Marketing expenses(194,309)(133,902)
Other expenses(88,380)(61,062)
Operating profit 5 47,7 21418,205
Interest income6,1294,240
Finance costsB5(448)(114)
Net finance income5,6814,126
Profit before tax553,402422,331
Income tax expenseB7(165,235)(127,7 9 8 )
Profit from continuing operations388,167294,533
Discontinued operation
Loss from discontinued operation, net of taxB3(2,330)(6,792)
Profit for the year385,8372 8 7,741
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign currency translation profit/(loss)2,863(4,319)
Items not to be reclassified to profit or loss:
Listed investment fair value lossC6(56,083)(62,390)
Total comprehensive income332,617221,032
Earnings per share
Basic (cents per share)B652.3939.25
Diluted (cents per share)B652.1238.78
Earnings per share – continuing operations
Basic (cents per share)B652.714 0.17
Diluted (cents per share)B652.4339.70
The accompanying notes form part of these financial statements.
Year ended 30 June 2020
Foreign
currency
translation
reserve
$’000
Fair value
revaluation
reserve
$’000
Employee
equity
settled
payments
reserve
$’000
Treasury
shares
reserve
$’000
Total
reserves
$’000
Retained
earnings
$’000
Share
capital
$’000
Total
equity
$’000
Balance 1 July 2019(15,341)59,72320,535–6 4,917578,44214 4,4957 8 7, 8 5 4
Profit after tax for the period–––––385,837–385,837
Foreign currency translation
differences – foreign operations2,825–––2,825––2,825
Listed investment
– fair value movement–(56,083)––(56,083)––(56,083)
Income tax38–––38––38
Total comprehensive income
for the period2,863(56,083)––(53,220)385,837–332,617
Transactions with owners
in their capacity as owners:
Issue of ordinary shares––––––2,5092,509
Share issue costs––––––(71)(71)
Treasury shares acquired–––(12,655)(12,655)––(12,655)
Treasury shares transferred––(436)436––––
Share-based payments––8,331–8,331––8,331
Income tax––13,2892,18 815,477––15,477
Total transactions with owners––21,18 4(10,031)11,15 3–2,43813,591
Balance 30 June 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62
Year ended 30 June 2019
Foreign
currency
translation
reserve
$’000
Fair value
revaluation
reserve
$’000
Employee
equity
settled
payments
reserve
$’000
Total
reserves
$’000
Retained
earnings
$’000
Share
capital
$’000
Total
equity
$’000
Balance 1 July 2018(11,022)122,11312,351123,4 42290,701141,566555,709
Profit after tax for the period––––2 8 7,741–2 8 7,741
Foreign currency translation
differences – foreign operations(4,250)––(4,250)––(4,250)
Listed investment – fair value
movement–(62,390)–(62,390)––(62,390)
Income tax(69)––(69)––(69)
Total comprehensive income
for the period(4,319)(62,390)–(66,709)2 8 7,741–221,032
Transactions with owners in
their capacity as owners:
Issue of ordinary shares–––––2,9702,970
Share issue costs–––––(41)(41)
Share-based payments––8 ,18 48 ,18 4––8 ,18 4
Total transactions with owners––8 ,18 48 ,18 4–2,92911,113
Balance 30 June 2019(15,341)59,72320,5356 4,917578,44214 4,4957 8 7, 8 5 4
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020
Building from strength 61 60 The a2 Milk Company
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
Notes
2020
$’000
2019
$’000
Assets
Current assets
Cash and short-term deposits D385 4,178464,805
Trade and other receivables C170,70066,248
Prepayments56,33649,693
InventoriesC2147, 3 32108,453
Total current assets1,128 ,5 4 66 8 9,19 9
Non-current assets
Property, plant and equipment C414,20610,296
Right-of-use assetsD716,14 4–
Intangible assetsC513,6 4 012,985
Other financial assetsC6252,580286,807
Deferred tax assetsB728,2017, 6 8 3
Total non-current assets324,771317,7 71
Total assets1,453,3171,006,970
Liabilities
Current liabilities
Trade and other payablesC3281,919173,74 8
Customer contract liabilitiesB23,7731,431
Lease liabilitiesD73,407–
Income tax payable16,32843,710
Total current liabilities305,427218,889
Non-current liabilities
Trade and other payablesC3392227
Lease liabilitiesD713,436–
Total non-current liabilities13,828227
Total liabilities319,255219,116
Net assets1,13 4,0 627 8 7, 8 5 4
Equity attributable to owners of the Company
Share capital D5146,93314 4,495
Retained earnings 964,279578,442
Reserves D622,8506 4,917
Total equity1,13 4,0 627 8 7, 8 5 4
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
Notes
2020
$’000
2019
$’000
Cash flows from operating activities
Receipts from customers1,726,9471,304,430
Payments to suppliers and employees(1,107,394)(885,738)
Interest received6,1354,277
Interest paid(389)–
Taxes paid(197,888)(133,901)
Net cash inflow from operating activities D44 27, 411289,068
Cash flows from investing activities
Payments for property, plant and equipmentC4(5,800)(2,653)
Payments for intangible assetsC5(1,422)(709)
Payment for listed investmentC6(21,856)(162,335)
Net cash outflow from investing activities(29,078)(165,697)
Cash flows from financing activities
Payments of lease principalD7(1,775)–
Purchase of treasury sharesD6(12,655)–
Proceeds from issue of equity sharesD52,4382,929
Net cash (outflow)/ inflow from financing activities(11,9 92)2,929
Net increase in cash and short-term deposits386,341126,30 0
Cash and short-term deposits at the beginning of the year464,805340,455
Effect of exchange rate changes on cash3,032(1,950)
Cash and short-term deposits at the end of the yearD385 4,178464,805
The accompanying notes form part of these financial statements.
Building from strength 63 62 The a2 Milk Company
FINANCIAL STATEMENTS
ContentsPage
ABasis of preparation65
BGroup performance
B1Operating segments68
B2Revenue70
B3Discontinued operation72
B4Expenses72
B5Finance costs73
B6Earnings per share73
B7Income taxes74
COperating assets and liabilities
C1Trade and other receivables78
C2Inventories78
C3Trade and other payables79
C4Property, plant & equipment80
C5Intangible assets81
C6Other financial assets84
DCapital and financial risk management
D1Capital management85
D2Financial risk management85
D3Cash and short-term deposits89
D4Cash flow information89
D5Share capital90
D6Nature and purpose of reserves90
D7Leases91
D8Capital expenditure commitments92
D9Contingent liabilities92
EGroup structure
E1Consolidated entities93
E2Deed of cross guarantee94
FOther disclosures
F1Related party transactions96
F2Share-based payments97
F3Auditor’s remuneration101
F4Subsequent events101
NOTES TO THE FINANCIAL STATEMENTS – BASIS OF
PREPARATION FOR THE YEAR ENDED 30 JUNE 2020
A. Basis of preparation
The a2 Milk Company Limited (the Company) is a for-profit
entity incorporated and domiciled in New Zealand. The
consolidated financial statements of the Company for the year
ended 30 June 2020 comprise the Company and its subsidiaries
(together referred to as the Group).
The Company is registered in New Zealand under the Companies
Act 1993, and is a FMC reporting entity under the Financial Markets
Conduct Act 2013. The Company is also registered as a foreign
company in Australia under the Corporations Act 2001 (Cth,
Australia). The shares of The a2 Milk Company Limited are publicly
traded on the New Zealand Stock Exchange (NZX), the Australian
Securities Exchange (ASX) and Chi-X Australia (Chi-X). The Group’s
reporting currency is the New Zealand dollar.
The principal activity of the Company is the sale of branded products
in targeted markets made with milk from cows that produce milk
naturally containing only the A2 protein type.
The consolidated financial statements were authorised for issue
by the directors on 18 August 2020.
The consolidated financial report:
• has been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand;
• complies with the New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS);
• complies with International Financial Reporting Standards (IFRS’s)
adopted by the International Accounting Standards Board (IASB);
• is presented in New Zealand dollars, which is the Company’s
functional currency, with all values rounded off to the nearest
thousand dollars, unless otherwise stated; and
• has been prepared in accordance with the historical cost
convention and, except for listed investments, does not take
into account changing money values or fair values of assets.
Certain comparative amounts have been restated to conform with
the current period’s presentation.
Significant accounting policies have been:
• included in the relevant note to which each policy relates, other
than the accounting policy for foreign currency, set out below;
and
• except for the adoption of NZ IFRS 16: Leases noted below,
consistently applied to all periods presented in these consolidated
financial statements.
Accounting policy: Foreign currency
Transactions
Foreign currency transactions are initially translated to the respective
functional currencies of Group companies at the rate of exchange
at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated to the functional
currency at the exchange rate ruling at the reporting date. Foreign
exchange differences are generally recognised in profit or loss in the
statement of comprehensive income.
Foreign operations translation to reporting currency
The assets and liabilities including goodwill and fair value
adjustments arising on consolidation of foreign operations are
translated into New Zealand currency at rates of exchange
current at the reporting date, while revenues and expenses are
translated at approximately the exchange rates ruling at the date
of the transaction. Exchange differences arising on translation
are recognised in other comprehensive income and accumulated
within equity in the foreign currency translation reserve.
Judgements, estimates and assumptions
The preparation of financial statements in conformity with
NZ IFRS requires management to make judgements, estimates
and assumptions.
• This may affect the application of policies and reported amounts
of assets, liabilities, income and expenses. Actual results may
differ from these estimates.
• Estimates and underlying assumptions are reviewed on an
ongoing basis.
• Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.
• Information about significant areas of estimation uncertainty and
critical judgements in applying accounting policies that have the
most significant effect on the amount recognised in the financial
statements are described in the following notes:
– Note B7: Deferred tax assets and liabilities – Recovery of
deferred tax assets
– Note C2: Inventories – Estimation of net realisable value
– Note C5: Intangibles assets – Impairment review of goodwill
and intangibles
– Note D7: Leases – Determination of lease term
NOTES TO THE FINANCIAL STATEMENTS
Building from strength 65 64 The a2 Milk Company
FINANCIAL STATEMENTS
Changes in significant accounting policies
The Group has applied all of the new and revised Standards and
Interpretations issued by the New Zealand External Reporting Board
that are relevant to the Group’s operations and effective for the
current accounting period. Other than the adoption of NZ IFRS 16:
Leases, noted below, their application has not had any material
impact on the Group’s assets, profits or earnings per share for the
year ended 30 June 2020.
Adoption of NZ IFRS 16: Leases
The Group has adopted this standard from 1 July 2019, using
the modified retrospective transition method, under which
the cumulative effect of initial application, if any, is recognised
in retained earnings at 1 July 2019, with no restatement of
prior periods.
The standard introduces a single, on-balance sheet accounting
model for lessees. Right-of-use assets are recognised representing
the lessee’s right to use the underlying leased assets, together with
lease liabilities representing the obligation to make lease payments.
The Group previously recognised operating leases for office and
industrial premises, motor vehicles and equipment. On transition
to NZ IFRS 16 the Group recognises right-of-use assets and lease
liabilities on balance sheet for most of these leases, but has
elected not to recognise on balance sheet leases of low-value
assets and those leases with a remaining life on transition of
less than 12 months.
Transition
On transition lease liabilities were measured at the present value
of the remaining lease payments, discounted at the Group’s
incremental borrowing rate as at 1 July 2019. Right-of-use assets
were measured at an amount equal to the lease liability, less accrued
lease payments as at 30 June 2019.
The Group used the following practical expedients when applying
NZ IFRS 16:
• Applied the exemption not to recognise right-of-use assets
and liabilities for leases with less than 12 months of lease
term remaining.
• Used hindsight when determining the lease term if the contract
contains options to extend or terminate the lease.
Impacts on transition
The impact of transition to NZ IFRS 16 is summarised below:
$’0001 July 2019
Right-of-use assets recognised7, 8 6 9
Lease accruals as at 30 June 2019,
set off against right-of-use assets 236
Lease liabilities recognised(8 ,105)
When measuring lease liabilities, the Group discounted lease
payments using its incremental borrowing rates at 1 July 2019.
The weighted-average rate applied was 3.29%.
Adoption of NZ IFRS 16: Leases (continued)
Impacts on transition (continued)
$’0001 July 2019
Operating lease commitments at 30 June 2019 as disclosed in the Group’s consolidated financial statements10,145
Discounted using incremental borrowing rates as at 1 July 2019(1,370)
Recognition exemption for leases with less than 12 months of lease term at transition(670)
Lease liabilities recognised at 1 July 20198 ,105
The Group’s lease accounting policies are included in Note D7.
New standards and interpretations not yet adopted
There are no new standards and interpretations that are issued, but not yet effective as at 30 June 2020, that are expected to have a material
impact on the Group in current or future reporting periods.
NOTES TO THE FINANCIAL STATEMENTS – BASIS OF
PREPARATION FOR THE YEAR ENDED 30 JUNE 2020
NOTES TO THE FINANCIAL STATEMENTS – BASIS OF
PREPARATION FOR THE YEAR ENDED 30 JUNE 2020
Building from strength 67 66 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B. Group performance
This section explains the results and performance of the Group
for the year, including segment information, earnings per share
and taxation.
The Group’s key performance measures are segment revenue and
segment results before interest, tax, depreciation and amortisation
(Segment EBITDA, a non-GAAP measure). Further information and
analysis of performance can be found in the CEO’s year in review
report, which forms part of this Annual Report.
B1. Operating segments
Operating segments are identified on the basis of internal reports
about components of the Group that are regularly reviewed by
the chief operating decision maker in order to allocate resources
to the segment and assess its performance.
For management purposes, the Group is organised into business
units based on geographical location along with a corporate
function, and has four reportable operating segments as follows:
• The Australia and New Zealand segment receives external
revenue from infant formula, milk and other dairy products along
with royalty and licence fee income.
• The China and Other Asia segment receives external revenue
from infant formula, milk and other dairy products.
• The USA segment receives external revenue from milk sales.
• The UK segment (discontinued operation, refer Note B3).
Management monitors the operating results of its business units
separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance
is assessed on segment EBITDA and is measured in conformity with
the accounting policies adopted for preparing and presenting the
financial statements of the Group.
From 1 July 2019, infant formula sales previously reported in the
UK segment are allocated to the China and Other Asia segment.
Comparative information for the year ended 30 June 2019 has
been restated to reflect the change in allocation.
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B1. Operating segments (continued)
Continuing operations
Discontinued
operation
2020
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Total
$’000
UK
$’000
Total
$’000
Consolidated sales965,232699,39666,0681,730,6961,3961,732,092
Other revenue 435––435–435
Reportable segment revenue965,667699,39666,0681,731,1311,3961,732,527
Reportable segment results
(Segment EBITDA)465,633224,857(50,523)639,967(2,301)637,666
Corporate EBITDA( 8 7, 9 47 )–( 8 7, 9 47 )
Group EBITDA552,020(2,301)549,719
Reconciliation to consolidated statement of comprehensive income
Interest income 6,135
Interest expense(389)
Depreciation and amortisation(4,393)
Income tax expense(165,235)
Consolidated profit after tax385,837
Continuing operations
Discontinued
operation
2019
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Total
$’000
UK
$’000
Total
$’000
Consolidated sales842,543423,48734,5601,30 0,5903,7461,304,336
Other revenue 1528–160–160
Reportable segment revenue842,695423,49534,5601,30 0,7503,7461,30 4,496
Reportable segment results
(Segment EBITDA)388,234134,906(43,980)479,16 0(6,632)472,528
Corporate EBITDA(58,918)–(58,918)
Group EBITDA420,242(6,632)413,610
Reconciliation to consolidated statement of comprehensive income
Interest income 4,277
Depreciation and amortisation(2,176)
Income tax expense(127, 970 )
Consolidated profit after tax2 8 7,741
One customer within the Australia and New Zealand segment contributed revenue in excess of 10% of Group revenue
of $375,812,000 (2019: $259,973,000).
Building from strength 69 68 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B1. Operating segments (continued)
Other segment information
2020
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
UK
$’000
Corporate
$’000
Total
$’000
Additions to non-current assets6,3246,552366–4,33317, 5 75
Depreciation and amortisation2,0811,0 02225361,0 494,393
2019
Additions to non-current assets2,11817838369923,362
Depreciation and amortisation1,31221891255302,176
The majority of the Group’s revenue generated from customers, and the majority of its non-current assets (other than financial instruments
and deferred tax assets), are sourced and located outside of its country of domicile (New Zealand).
B2. Revenue
Disaggregation of revenue
In the following table, revenue is disaggregated by geographical location (reportable segments) and major product types.
Continuing operations
Discontinued
operation
2020
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Total
$’000
UK
$’000
Total
$’000
Infant formula:
China label–3 3 7,715–3 3 7,715–3 3 7,715
English and other labels
(1)
745,0553 41,120–1,086,175–1,086,175
Liquid milk152,5393,40066,068222,0071,396223,403
Other68,07317,161–85,234–85,234
965,667699,39666,0681,731,1311,3961,732,527
Continuing operations
Discontinued
operation
2019
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Total
$’000
UK
$’000
Total
$’000
Infant formula:
China label–16 7, 8 4 2–16 7, 8 4 2–16 7, 8 4 2
English and other labels
(1)
652,86424 3,110–895,974–895,974
Liquid milk133,70 42,90634,560171,1703,746174,916
Other5 6,1279,637–65,764–65,764
842,695423,49534,5601,30 0,7503,7461,30 4,496
(1)
Revenue is allocated based on management responsibility and usually reflects the geographical location of the Group’s wholesale customers. It is understood
that a significant portion of the infant formula sales to customers in the Australia and New Zealand segment are ultimately consumed in China.
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B2. Revenue (continued)
Contract balances
The following table provides information about receivables and
contract liabilities from contracts with customers.
Note
2020
$’000
2019
$’000
Receivables C1
63,59558,013
Customer contract liabilities(3,773)(1,431)
Customer contract liabilities are payments received in advance from
customers. The amount of $1,431,000 recognised in customer
contract liabilities at 30 June 2019 was recognised as revenue
in the year ended 30 June 2020.
Remaining performance obligations at 30 June 2020 have
an original expected duration of one year or less. No further
information on these performance obligations is provided, as
allowed by NZ IFRS 15.
Recognition and measurement
Sales of products
The Group sells branded milk products made with milk from cows
that are specially selected to produce milk that naturally contains
only the A2 protein type, to wholesale customers.
A sale is recognised when control of the product has transferred,
being when the product is delivered to the customer and there is
no unfulfilled obligation that could affect the customer’s acceptance
of the product. Delivery occurs when the product has been shipped
to the location specified by the customer and the customer accepts
the product.
Revenue from sales is recognised based on arrangements as agreed
with the customer. These arrangements are applied on an order
by order basis and do not commit the customers to purchase a
specified quantity or type of product; nor do they commit the
Group to deliver a specified quantity or type of product. The
arrangements set out the terms and conditions that apply to the
parties each time an order is placed by a customer and accepted
by the Group, creating a sale contract for that order. The terms
and conditions cover, as appropriate to the customer, pricing,
settlement of liabilities, return policies and any other negotiated
performance obligations.
Revenue is recognised after off-setting items of variable
consideration such as rebates agreed with customers.
Settlement terms range from cash-on-delivery or prepaid terms
to various credit terms not exceeding 60 days from end of month.
These terms reflect assessment of customer credit risk and
industry practice.
Customer contract liabilities refer to payments in advance received
from customers, with subsequent delivery to customer, and
recognition of revenue, generally occurring within a week of
receipt of the payment.
For credit customers a receivable is recognised when the products
are delivered, being the point in time that the consideration
is unconditional because only the passage of time is required
before payment is due.
Interest revenue
Interest revenue is accrued on a time basis, by reference to the
principal and the effective interest rate applicable, which is
the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset’s
net carrying amount.
Building from strength 71 70 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B3. Discontinued operation
On 20 August 2019, the Board announced its decision to withdraw from fresh milk operations in the UK (reported in the UK segment) to
focus instead on strengthening the Group’s position in core regions, which offer more significant scale potential and a platform for further
new product development.
All the UK fresh milk trading operations ceased in the period to 31 December 2019.
2020
$’000
2019
$’000
Results
Revenue1,3963,746
Expenses(3,730)(10,399)
Results from operating activities(2,334)(6,653)
Net finance income433
Income tax–(172)
Results from operating activities, net of tax(2,330)(6,792)
Earnings per share
Basic (cents per share)(0.32)(0.93)
Diluted (cents per share)(0.31)(0.92)
Cash flow
Operating(4,452)(6,826)
Investing–(36)
Net cash outflow for the period(4,452)(6,862)
B4. Expenses
2020
$’000
2019
$’000
Profit before income tax includes the following significant items:
Salary and wage costs69,83047, 97 7
Equity settled share-based payments (refer note F2)8,3318 ,18 4
Directors’ fees and expenses1,0791,012
Audit fees (refer note F3)970701
Bad and doubtful debts79(17)
Professional service fees29,07027, 6 2 8
Depreciation and amortisation4,3932,176
Net foreign exchange loss/ (gain)1,434(198)
Impairment of intangible assets–2,059
Carbon credits – emissions offset4,876–
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B5. Finance costs
2020
$’000
2019
$’000
Interest expense – lease liabilities389–
Finance costs59114
448114
B6. Earnings per share (EPS)
20202019
Profit/(loss) attributable to members of the Company:
Continuing operations388,167294,533
Discontinued operation(2,330)(6,792)
Profit attributable to members of the Company used in calculating basic and diluted EPS ($'000)385,8372 8 7,741
Weighted average number of ordinary shares ('000) for basic EPS736,467733,145
Effect of dilution due to partly paid ordinary shares, share options and time-based
and performance rights ('000)3,8798,772
Weighted average number of ordinary shares ('000) for diluted EPS740,346741,917
Earnings per share
Basic EPS (cents)52.3939.25
Diluted EPS (cents)52.1238.78
Earnings per share – continuing operations
Basic EPS (cents)52.714 0.17
Diluted EPS (cents)52.4339.70
Recognition and measurement
Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity
(other than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.
Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be converted into ordinary
shares in the Company.
Building from strength 73 72 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B7. Income taxes
2020
$’000
2019
$’000
Income tax recognised in profit or loss
Current tax 18 3,171133,985
Deferred tax origination and reversal of temporary differences(11, 27 7 )(2,891)
Adjustments in respect of current income tax of previous year (6,659)(3,124)
Total tax expense165,235127, 970
The prima facie income tax on pre-tax accounting profit from operations reconciles to:
Profit from continuing operations553,402422,331
Loss from discontinued operation(2,330)(6,620)
Accounting profit before income tax551,072415,711
Income tax expense calculated at 28% (2019: 28%)154,30 0116,399
Difference in income tax rates: UK (19%; 2019: 19%), Australia (30%, 2019: 30%),
USA (24%; 2019: 24%), and China (25%, 2019: 25%)7, 26 36,430
Non-deductible expenses1,50 05,680
Prior period adjustment to tax expense(5,975)(4,243)
Deferred tax impact to tax expense for permanent establishments(339)114
Unutilised foreign tax credits forfeited2941,429
Income tax recognised in equity5,554–
Deferred tax asset not recognised2,6382,161
Total tax expense165,235127, 970
Income tax expense – continuing operations165,235127,7 9 8
Income tax attributable to discontinued operation–172
165,235127, 970
Income tax recognised directly in equity
Current tax(6,274)–
Deferred tax(9,241)69
Tax (benefit)/expense in equity(15,515)69
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B7. Income taxes (continued)
Deferred tax balances
Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be
available, against which the tax asset can be utilised.
2020
Opening
balance
$’000
Charge to
comprehensive
income
$’000
Charge to
equity
$’000
Closing
balance
$’000
Gross deferred tax assets
Patents72(1)–71
Accrued expenses7, 5 6 29,047–16,609
Tax losses28421–305
Employee share scheme–9019,20310,104
Other1891,298–1,4 87
8 ,10711, 26 69,20328,576
Gross deferred tax liabilities
Property, plant and equipment(424)49–(375)
Net deferred tax 7, 6 8 311, 3159,20328,201
Charge to profit or loss11, 27 7
Charge to other comprehensive income38
11, 315
2019
Opening
balance
$’000
Charge to
comprehensive
income
$’000
Closing
balance
$’000
Gross deferred tax assets
Patents99(27)72
Accrued expenses3,9373,6257, 5 6 2
Tax losses471(187)284
Other985(796)189
5,4922,6158 ,107
Gross deferred tax liabilities
Property, plant and equipment(530)106(424)
Foreign exchange (gains)/losses (101)101–
(631)207(424)
Net deferred tax 4,8612,8227, 6 8 3
Charge to profit or loss2,891
Charge to other comprehensive income(69)
2,822
Building from strength 75 74 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B7. Income taxes (continued)
Deferred tax balances (continued)
Net deferred tax balances recognised in the financial statements
2020
$’000
2019
$’000
Net deferred tax assets28,2017, 6 8 3
Net deferred tax liabilities––
Net deferred tax28,2017, 6 8 3
Tax losses
The Group has the following estimated gross tax losses at balance date not recognised:
2020
$’000
2019
$’000
United Kingdom–52,620
United States of America42,51731,582
Australia2,493273
Total45,01084,475
Following discontinuation of the UK liquid milk operations, the UK tax losses are no longer available for use.
Imputation and franking credits
The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit and
franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies stated
on an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to declare
dividends. The franking credit account balance is stated in NZD, with the balance available for distribution dependant on future exchange
rate movements.
Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company:
2020
$’000
2019
$’000
Imputation credits43,9874 4,19 0
Franking credits406,265251,973
NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020
B7. Income taxes (continued)
Recognition and measurement
Income tax expense represents the sum of the tax currently payable
and deferred tax.
Current and deferred tax are recognised as an expense or income in
profit or loss, except when they relate to items credited or debited
in other comprehensive income or equity, in which case that tax is
recognised in other comprehensive income or equity respectively;
or where they arise from the initial accounting for a business
combination.
The tax currently payable is based on taxable profit for the year. The
Group’s liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet date,
and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised on differences between the carrying
amount of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences, and deferred tax assets are generally
recognised for all deductible temporary differences to the extent
that it is probable that taxable profits will be available in the future
against which those deductible temporary differences can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that
are expected to apply in the period in which the liability is settled
or the asset realised, based on tax rates (and tax laws) that have
been enacted or substantively enacted by the balance sheet date.
The measurement of deferred tax liabilities and assets reflects the
tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying
amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
The carrying amount of deferred tax assets is reviewed at each
reporting date for recoverability. Likewise, unrecognised tax assets
(not booked to balance sheet) are re-assessed at each reporting date,
and recognised, to the extent that future taxable profits are deemed
likely to allow the asset to be recovered.
Key estimates and judgements
Recovery of deferred tax assets
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences, to the extent that
it is probable that future taxable profits will be available against which they can be used.
Judgement is required when deferred tax assets are reviewed at each reporting date. Deferred tax assets may be reduced to the extent
that it is no longer probable that future taxable profits will be available.
Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in
expectations for the future performance of the business may impact the amount of deferred tax assets recoverable and recognised
on the statement of financial position and the amount of other tax losses and temporary differences not yet recognised.
Building from strength 77 76 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C. Operating assets and liabilities
This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate
the Group’s performance.
C1. Trade and other receivables
2020
$’000
2019
$’000
Trade receivables from contracts with customers63,59558,013
Allowance for impairment(99)(20)
Other receivables7, 2 0 48,255
70,70066,248
The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial
risk management.
Recognition and measurement
Trade receivables from contracts with customers are recognised initially at their transaction price. Other receivables are recognised initially
at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method, less any lifetime
expected credit losses.
C2. Inventories
2020
$’000
2019
$’000
Raw materials 10,3069,933
Finished goods 68,45759,556
Goods in transit68,56938,964
Total inventories at the lower of cost and net realisable value147, 3 32108,453
The inventory balance reflects our growing business, as well as the decision to carry a higher level of inventory as a safety buffer given
the uncertainties of COVID-19.
During the year, $3,773,000 (2019: $1,550,000) was recognised as an expense in cost of sales for inventories written down to net
realisable value.
Recognition and measurement
Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average methods.
Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.
Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
Key estimates and judgements
Recovery of inventory
Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected future
selling price of such inventory. Changes in trading and economic conditions, and changes in country specific regulations, may impact these
estimations in future periods.
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C3. Trade and other payables
Trade and other payables – current
2020
$’000
2019
$’000
Trade payables129,9518 4,152
Rebates and promotional allowances34,42013,50 0
Accrued charges91,63259,177
Employee entitlements25,91616,919
281,919173,74 8
Trade and other payables – non-current
2020
$’000
2019
$’000
Employee entitlements392227
Recognition and measurement
Trade payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate method.
They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase of goods
and services. The amounts are unsecured.
Accrued charges represent amounts payable for supplies and services received but not invoiced at the reporting date.
Employee entitlements
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, and long service leave when it is probable
that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the
remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value
of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date.
Building from strength 79 78 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C4. Property, plant and equipment
2020
Office and
computer
$’000
Furniture and
fittings
$’000
Leasehold
improvements
$’000
Plant and
equipment
$’000
Total
$’000
Carrying amount 1 July 20193302504969,22010,296
Additions 1,0131313,4431,2135,800
Disposals––(143)–(143)
Depreciation(343)(74)(320)(1,227)(1,96 4)
Net foreign currency exchange differences4631176217
Carrying amount 30 June 20201,0 0 43133,5079,38214,206
Cost1,7245384,34717, 2 3 523,844
Accumulated depreciation(720)(225)(840)( 7, 8 5 3)(9,638)
Carrying amount 30 June 20201,0 0 43133,5079,38214,206
2019
Office and
computer
$’000
Furniture and
fittings
$’000
Leasehold
improvements
$’000
Plant and
equipment
$’000
Total
$’000
Carrying amount 1 July 20183222548038,3229,701
Additions213501122,2782,653
Depreciation(197)(49)(400)(1,10 4)(1,750)
Net foreign currency exchange differences(8)(5)(19)(276)(308)
Carrying amount 30 June 20193302504969,22010,296
Cost1,16 64351,39715, 81118,809
Accumulated depreciation(836)(185)(901)(6,591)(8,513)
Carrying amount 30 June 20193302504969,22010,296
Recognition and measurement
All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is
directly attributable to the acquisition of the item.
Depreciation is calculated on a straight line basis so as to write off the net cost of the asset over its expected useful life to its estimated
residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any
changes in estimate accounted for on a prospective basis. The following estimated useful lives are used in the calculation of depreciation:
Office and computer equipment2–10 years
Furniture and fittings5–10 years
Leasehold improvements2–12 years
Plant and equipment10–15 years
The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic benefits
are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C5. Intangible assets
2020
Patents
$’000
Trademarks
$’000
Software
$’000
Project
development
$’000
Goodwill
$’000
Total
$’000
Carrying amount 1 July 20198353,1873416657, 9 5 712,985
Additions52245181944–1,422
Disposals––(100)(665)–(765)
Amortisation(72)–(111)––(183)
Net foreign currency exchange
differences–––13168181
Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0
Cost1,3463,4321,8909708 ,12515,763
Accumulated amortisation
and impairment(531)–(1,579)(13)–(2,123)
Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0
2019
Patents
$’000
Trademarks
$’000
Software
$’000
Project
development
$’000
Goodwill
$’000
Total
$’000
Carrying amount 1 July 20189492, 81132080310,20915,092
Additions155503501–709
Transfers––137(137)––
Amortisation(269)–(157)––(426)
Impairment–(127)––(1,932)(2,059)
Net foreign currency
exchange differences––(9)(2)(320)(331)
Carrying amount 30 June 20198353,1873416657, 9 5 712,985
Cost1,2943,1871,9544,2847, 9 5 718,676
Accumulated amortisation
and impairment(459)–(1,613)(3,619)–(5,691)
Carrying amount 30 June 20198353,1873416657, 9 5 712,985
Trademarks are allocated to the following cash-generating units (CGUs) for the purpose of impairment testing: Australia and New Zealand
$323,000 (2019:$268,000); China and Other Asia $2,984,000 (2019: $2,817,000); USA $125,000 (2019: $102,000).
During the year the total value of research and development costs expensed was $4,332,000 (2019: $3,392,000).
Recognition and measurement
The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the
expenditure generating future economic benefits for the Group.
Patents
Patents are considered to have a finite life and are amortised on a straight line basis over the lifetime of the patent.
Trademarks
Trademarks are not subject to amortisation as they are considered to have an indefinite life and are tested for impairment annually and
whenever there is an indication that the asset may be impaired.
Software
Software is amortised on a straight line basis over 2 to 3 years.
Building from strength 81 80 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C5. Intangible assets (continued)
Recognition and measurement (continued)
Project development costs
Project development expenditure is capitalised only when the
Group can demonstrate: the technical feasibility of completing
the intangible asset so that it can be available for use or sale; the
potential for the asset to generate future economic benefits on
completion; and the ability to measure reliably the expenditure
attributable to the asset during its development. Amortisation
commences when the asset is available for use.
Project development costs are amortised over a maximum useful
life of 5 years.
Goodwill
Goodwill is recognised on business acquisitions, representing the
excess of the cost of acquisition over the Group’s interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities
of the business recognised at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated impairment
losses. For the purposes of impairment testing, goodwill acquired in
a business combination is, from the date of acquisition, allocated to
the Group’s cash-generating units that are expected to benefit from
the synergies of the combination.
Impairment testing for cash-generating units (CGUs)
containing goodwill
Goodwill allocation
For the purposes of impairment testing, goodwill is allocated to the
Australia and New Zealand CGU, being the lowest level within the
Group at which goodwill is monitored by internal management.
The movement in Australia and New Zealand goodwill is attributable
to foreign exchange movements.
Recognition and measurement
Impairment testing of non-financial assets
Assets that have an indefinite useful life, such as goodwill
and trademarks, are not amortised but are tested annually for
impairment. Assets that are subject to amortisation are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is
the higher of the asset’s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash flows
(cash-generating units).
Impairment losses are recognised in the statement of comprehensive
income. They are allocated first to reduce the carrying amount of
any goodwill allocated to the CGU, and then to reduce the carrying
amount of the other assets in the CGU on a pro-rata basis.
An impairment loss in respect of goodwill is not reversed.
Non-financial assets other than goodwill that have been impaired
are reviewed for possible reversal at each reporting date. An
impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
Key estimates and judgements
Goodwill and intangibles
Judgements are made with respect to identifying and valuing
intangible assets on acquisitions of new businesses.
The Group assesses whether goodwill and intangibles with
indefinite useful lives are impaired at least annually. These
calculations involve judgements to estimate the recoverable
amount of the cash-generating units to which the goodwill and
intangibles with indefinite useful lives are allocated.
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C5. Intangible assets (continued)
Annual impairment testing as at 30 June 2020
The recoverable amount of goodwill and trademarks has been
determined on a value in use basis using a discounted cash flow
approach, and projections based on financial budgets approved by
the Board, and 4-year forward plans supplied by management.
Key assumptions
• Discount rates (pre-tax): 6.8% to 7.0% (2019: 7.4% to 9%)
• Terminal growth rate: 2.0%. (2019: 2.0%)
Sensitivity to change in assumptions
The calculation of value in use is most sensitive to the following
assumptions:
• Gross margins
• Discount rates
• Revenue growth during the forecast period
• Growth rates used to extrapolate cash flows beyond the
forecast period (terminal growth rate)
Gross margins – Gross margins are based on budgeted margins for
FY21, and estimates for future years, adjusted where appropriate to
account for expected future trading conditions. Consideration has
been given to the growth profile of each CGU when forecasting
future margin returns.
Discount rates – Discount rates represent the risks specific to each
CGU, taking into consideration the time value of money and
individual risks of the underlying cash flows expected from the
CGU being assessed. CGU specific risk is incorporated by applying
individual beta factors. The discount rate calculation is based on
the specific circumstances of the Group and its CGUs and is derived
from its weighted average cost of capital (WACC). The WACC
considers both debt and equity. The cost of equity is derived from
the expected return on investment by the Group’s investors. Noting
that the Group had no debt at 30 June 2020, the cost of debt is
based on the capital structure that could be expected from a similar
market participant.
Revenue growth – Revenue projections have been constructed with
reference to the FY21 budget and 4-year forward looking plans,
and adjusted for recent performance trends across the regions
(where necessary).
Terminal growth rate – A terminal growth rate of 2.0% has been
used for future cash flow growth beyond the 4-year forecast period.
The terminal value (being the total value of expected cash flows
beyond the forecast period) is discounted to present values using the
discount rate specific to each CGU.
As at 30 June 2020, the recoverable amount of the Group’s CGUs
exceeds their carrying amounts. The directors believe that no
reasonably possible change in any of the key assumptions would
cause the recoverable amount of these CGUs to be less than their
carrying values. Based on this assessment, no impairment write
downs are considered necessary.
Building from strength 83 82 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020
C6. Other financial assets
2020
$’000
2019
$’000
Listed investment at fair value252,580286,807
The listed investment is in Synlait Milk Limited (Synlait). Synlait
is a dairy processing company (listed on the New Zealand Stock
Exchange and Australian Securities Exchange) with which the Group
has an ongoing Nutritional Powders Manufacturing and Supply
Agreement. No dividends were received from this investment during
the year (2019: $nil)
In March 2020 the Company made a further investment in Synlait,
acquiring 4,400,000 shares for $21,856,000, increasing its total
holding in Synlait to 19.84% (2019: 17.39%).
A fair value loss of $56,083,000 (2019: loss $62,390,000)
was recognised for the year.
Recognition and measurement
This listed investment is a long-term investment classified as
a financial asset measured at fair value through other comprehensive
income. The Group does not control or have significant influence
over the investee.
Unrealised gains or losses arising from changes in fair value are
recognised through other comprehensive income in the Fair Value
Revaluation Reserve within equity.
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D. Capital and financial risk management
This section outlines how the Group manages its capital structure
and its exposure to financial risk, and provides details of its balance
sheet liquidity and access to financing facilities.
D1. Capital management
The Group’s objective when managing its capital is to safeguard
the Group’s ability to continue as a going concern and to continue
to generate value for stakeholders. The Group is not subject to
externally imposed capital requirements, and currently has no debt.
The Board and management continue to evaluate a broad range
of investment options designed to support the Company’s future
growth aspirations and, as a consequence, do not anticipate paying
dividends in the near-term.
The Group’s capital structure may be modified by payment of
dividends to shareholders, returning capital to shareholders, or
issuing new shares.
The Company’s Board of Directors reviews the capital structure at
least twice a year before announcing results.
D2. Financial risk management
Financial risk management objectives
Exposure to credit risk, market risk (including currency risk,
commodity price risk and equity price risk), and liquidity risk arises in
the normal course of the Group’s business.
The Group’s financial risk management processes and procedures
seek to minimise the potential adverse impacts that may arise from
the unpredictability of financial markets.
The Group’s corporate finance function provides treasury services
to the business, co-ordinates access to domestic and international
financial markets, and monitors and manages liquidity and the
financial risks relating to the operations of the Group through
internal risk reports which analyse exposures by degree and
magnitude of these risks.
Policies and procedures are reviewed periodically to reflect both
changes in market conditions and changes in the nature and volume
of Group activities.
The Group does not enter into or trade financial instruments,
including derivative financial instruments, for speculative or hedging
purposes. Specific risk management objectives and policies are set
out below.
The Group uses various methods to measure different types of risk
exposures. These methods include ageing analysis for credit risk, and
sensitivity analysis in the case of foreign exchange risks and equity
price risk.
Credit risk management
Credit risk is the risk of financial loss to the Group if a customer
or the counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s
receivables from customers.
2020
$’000
2019
$’000
Maximum exposures to credit
risk at balance date:
Cash and short-term deposits
(counterparty risk)85 4,178464,805
Trade receivables
(customer credit risk)63,59558,013
917,7 7 3522,818
Building from strength 85 84 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D2. Financial risk management (continued)
Counterparty risk
At balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined by recognised credit agencies,
including National Australia Bank Limited, Bank of New Zealand Limited, HSBC Bank, JP Morgan Chase Bank, and Lloyds Bank. The Group
does not have any other concentrations of counterparty credit risk.
Customer credit risk
The Group’s exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. The majority of sales are
to major retailers and other significant customers with established credit worthiness and minimum levels of default. Other sales are made
cash on delivery.
New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position, previous
trading experience and other factors.
In monitoring customer credit risk, customers are assessed individually by their debtor ageing profile. Monitoring of receivable balances
on an ongoing basis minimises the exposure to bad debts. Historically, bad debt write-offs have been negligible.
There are significant concentrations of business within the Group. In 2020 24% of sales with credit terms were to three customers.
(2019: 37% of sales to three customers). There is no history of default for these customers.
The provision for impairment is recognised based on an assessment of lifetime expected credit loss.
Ageing of trade receivables at the reporting date:
Gross
2020
$’000
Impairment
2020
$’000
Gross
2019
$’000
Impairment
2019
$’000
Not past due58,424–5 0,153–
Past due up to 90 days3,7297, 8 6 0(20)
Past due 91 to 180 days1,388(45)––
Past due 181 days to one year54 (54)––
More than one year––––
63,595(99)58,013(20)
The average credit period on sales is 16 days (2019: 22 days). No interest is charged on trade receivables outstanding.
Movement in impairment allowance for expected credit loss
2020
$’000
2019
$’000
Balance at beginning of year2037
Amount charged to the statement of comprehensive income79(17)
Provisions reversed––
Net foreign currency exchange differences––
9920
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D2. Financial risk management (continued)
Market risk
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.
The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar. Prices charged
by manufacturers (including pricing of whole and skim milk powders) are subject to movements in commodity milk pricing. The Group’s
holding of a listed investment also exposes it to equity price risk.
Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the Group’s
exposure to market risks or the way it manages and measures risk.
Foreign currency risk management
The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the US, and China; and the resultant
movements in the currencies of those countries against the NZ dollar. The Group does not hedge this risk, but may transfer cash balances
from time-to-time between currencies to reduce exposure or to match underlying liabilities. As at 30 June 2020 approximately 80% of
the Group’s cash and short-term deposits were held in NZ dollars to assist in managing risk associated with NZ dollar liabilities.
Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the
Group based on closing exchange rates as at 30 June, applied to the Group’s financial assets/ (liabilities) at 30 June. Exchange rates and
assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.
The analysis is performed consistently from year to year.
Net exposure on
reporting date
Impact on pre-tax
profit or (loss)
2020
Movement on exchange rate
$’000
–
$’000
+10%
$’000
–10%
AUS Dollar36140(33)
US Dollar31,3103,478(2,847)
Chinese Yuan Renminbi(16,503)(1,834)1,50 0
Net exposure on
reporting date
Impact on pre-tax
profit or (loss)
2019
Movement on exchange rate
$’000
–
$’000
+10%
$’000
–10%
AUS Dollar8,981998(816)
US Dollar(16,964)(1,886)1,541
Chinese Yuan Renminbi799(7)
As the foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other receivables
and payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact on profit or loss.
Exchange rates
The following significant exchange rates applied during the year:
Average rateReporting date spot rate
2020201920202019
AUS Dollar0.94800.94010.93550.9552
US Dollar0.63500.67240.64440.6679
Chinese Yuan Renminbi4.47724 . 59114.56124.5944
Building from strength 87 86 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D2. Financial risk management (continued)
Equity price risk
The Group is exposed to equity price risk on its listed investment
classified and measured at fair value through other comprehensive
income (FVOCI). This risk is not hedged.
The Group monitors this risk exposure by comparing the movement
in the quoted share price of this long-term investment against
movements in the NZX index over the same period.
As at 30 June 2020, the exposure to the listed investment at FVOCI
was $252,580,000 (2019: $286,807,000). A 10% increase or
decrease in the share price of this listed investment would result
in an increase or decrease of $25,258,000 (2019: $28,681,000)
in the fair value revaluation reserve through other comprehensive
income, with no effect on profit or loss.
Liquidity risk management
Liquidity risk is the risk that the Group will be unable to meet its
obligations as they fall due. This risk is managed by establishing
a target minimum liquidity level, ensuring that ongoing
commitments are managed with respect to forecast available
cash inflows.
The Group holds significant cash reserves which enable it to meet
its obligations as they fall due, and to support operations in the
event of unanticipated external events.
The Group has no borrowings (2019: Nil)
Contractual maturities of financial liabilities
The Group’s financial liabilities consist entirely of trade payables
and accruals, with no interest payable.
Financial liabilities
2020
$’000
2019
$’000
Trade payables129,9518 4,152
Rebates and promotional
allowances
34,42013,50 0
Accrued charges91,63259,177
256,003156,829
Maturity profile of the group’s payables and accruals
2020
$’000
2019
$’000
Payable:
Less than 3 months254,664156,829
3 to 6 months1,339–
256,003156,829
The maturity analysis of future undiscounted lease liability payments
is included in Note D7.
Fair values
Fair value hierarchy
Financial instruments carried at fair value are classified by valuation
method based on the following hierarchy:
• Level 1: quoted prices (unadjusted) in active markets for identical
assets or liabilities
• Level 2: inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices)
• Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs)
The listed investment, classified as a financial asset measured
at fair value through other comprehensive income, is the only
financial instrument carried by the Group at fair value, with a
Level 1 valuation method applied. Carrying amount (equaling fair
value) is applied consistently in the current and prior year to assets
and liabilities not recognised in the statement of financial position
at fair value.
The following methods and assumptions are used in estimating
the fair values of financial instruments:
• listed investment – closing share price as at 30 June 2020
on the New Zealand Stock Exchange; and
• cash and short-term deposits, trade and other receivables
and payables – carrying amount equals fair value
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D3. Cash and short-term deposits
2020
$’000
2019
$’000
Cash at banks and on hand413,032193,472
Short-term deposits4 41,14 6271,333
85 4,178464,805
Bank balances and cash comprise cash held by the Group. Interest is earned at floating rates based on daily bank deposit rates. The carrying
value of cash assets approximates their fair value.
Cash at banks and on hand includes AUD 67,039,000 (2019: AUD 40,470,000), GBP 3,396,000 (2019: GBP 3,267,000), USD 40,158,000
(2019: USD 14,310,000), and RMB 134,648,000 (2019: RMB 112,997,000).
Recognition and measurement
Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand and short-term deposits with an original
maturity of three months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of
changes in value.
D4. Cash flow information
Reconciliation of after tax profit with net cash flows from operating activities
2020
$’000
2019
$’000
Net profit for the year385,8372 8 7,741
Adjustments for non-cash items:
Depreciation and amortisation 4,3932,176
Loss on disposal905–
Impairment of goodwill, and trademarks –2,059
Share-based payments8,3318 ,18 4
Net foreign exchange gain(573)(1,732)
Deferred tax(5,040)(2,822)
Changes in working capital:
Trade and other receivables(4,452)( 7,117 )
Prepayments(6,643)(13,676)
Inventories(38,879)(44,352)
Trade and other payables108,57264,920
Customer contract liabilities2,342533
Income tax payable( 27, 3 8 2)(6,846)
Net cash inflow from operating activities4 27, 411289,068
Building from strength 89 88 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D5. Share capital
20202019
Movements in contributed equity:
Number
of shares
Share capital
$’000
Number
of shares
Share capital
$’000
Fully paid ordinary shares:
Balance at beginning of year735,048,40514 4,495730,039,067141,566
Movements in the period:
Exercise of options3,800,0002,3943,000,9981,890
Vesting of performance rights848,000–––
Vesting of time-based rights122,18 4–508,340–
Gift shares3,693–––
Share match programme7, 8 6 9115––
Partly paid shares fully paid––1,500,0001,080
Share issue costs–(71)-(41)
4,781,7462,4385,009,3382,929
Balance at end of year739, 8 3 0,151146,933735,048,40514 4,495
Partly paid ordinary shares:
Balance at beginning of year––1,500,000–
Partly paid shares fully paid––(1,500,000)–
Balance at end of year––––
Total ordinary shares on issue739, 8 3 0,151146,933735,048,40514 4,495
Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote
per share at shareholders’ meetings.
The company does not have authorised capital or par value in respect of its issued shares.
D6. Nature and purpose of reserves
Employee equity settled payments reserve
The employee equity settled payments reserve is used to record the value of share-based payments provided to employees and contractors,
including key management personnel.
Fair value revaluation reserve
The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets measured
at fair value through other comprehensive income.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements
of foreign operations.
Treasury shares reserve
The treasury shares reserve comprises the cost, net of any tax effects, of the Company’s shares purchased and held by the trustee of the a2MC
Group Employee Share Trust to be available solely for participants in Group employee share plans. When shares are subsequently released from
the trust to employees to satisfy share rights that have vested under employee share plans, the carrying value of the released shares is transferred
to the employee equity settled payments reserve. During the year the Trust acquired 770,747 shares on-market at an average price of $16.42. As
at 30 June 2020 the Trust held 743,676 of the Company’s shares (2019: Nil).
Movements on these reserve accounts are set out in the Consolidated statement of changes in equity.
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D7. L ea se s
The Group has entered into leases for office and industrial premises, motor vehicles and equipment. There are no financial restrictions placed
upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for additional terms. All
lease contracts with options to renew contain market review clauses in the event that an option to renew is exercised.
The Group adopted NZ IFRS 16 Leases from 1 July 2019, using the modified retrospective transition method, with no restatement of
prior periods.
Right-of-use assets
Carrying amounts of right-of-use assets recognised and movements during the period:
2020
Leased
property
$’000
Office &
computer
$’000
Plant &
equipment
$’000
Total
$’000
1 July 20197, 4 9 9563147, 8 6 9
Additions 10,1747310610,353
Depreciation(2,068)(18)(160)(2,246)
Net foreign currency exchange differences15945168
Carrying amount 30 June 202015,76 411526516,14 4
Cost17,81713342718,377
Accumulated depreciation(2,053)(18)(162)(2,233)
Carrying amount 30 June 202015,76 411526516,14 4
Lease liabilities
Carrying amounts of lease liabilities and movements during the period:
2020
$’000
1 July 20198 ,105
Additions10,353
Accretion of interest389
Payments(2,164)
Net foreign currency exchange differences160
As at 30 June 202016,843
Current3,407
Non-current13,436
16,843
Maturity analysis of future undiscounted lease liability payments:
2020
$’000
2019
$’000
Not longer than 1 year3,9772,505
Longer than 1 year and not longer than 5 years9,1744,064
Longer than 5 years6,5663,576
Total undiscounted lease liabilities19,71710,145
The Group has a lease contract that has not yet commenced as at 30 June 2020. The future lease payments for this non-cancellable
lease contract are $nil within one year, $1,646,000 within five years and $1,368,000 thereafter.
Building from strength 91 90 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED
30 JUNE 2020
D7. Leases (continued)
Amounts recognised in profit or loss
2020
$’000
Depreciation expense – right-of-use assets2,246
Interest expense – lease liabilities389
Expenses relating to short-term leases (included in Other expenses)1,26 4
Expenses relating to low-value assets (included in Other expenses)23
Total amount recognised in profit or loss3,922
Cash flows for leases
2020
$’000
Total cash outflows1,775
Non-cash additions to right-of-use assets and lease liabilities10,353
Recognition and measurement
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset is initially measured at cost, and subsequently at cost less accumulated depreciation as the asset is written off over
the term of the lease, impairment losses, and any adjustments for remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments payable from the commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally,
the Group uses its incremental borrowing rate as the discount rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected
to be payable, or changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised.
Key estimates and judgements
Determination of the lease term
Judgement is applied to determine the lease term for those lease contracts that include renewal or termination options. This assessment
impacts the lease term, which may significantly affect the amount of lease liabilities and right-of-use assets recognised.
In determining the lease term consideration is given to all facts and circumstances that create an economic incentive to exercise an
extension option, or not to exercise a termination option.
D8. Capital expenditure commitments
As at 30 June 2020, there were no capital expenditure commitments (2019: $nil).
D9. Contingent liabilities
As at 30 June 2020, there were no material contingent liabilities (2019: $nil).
NOTES TO THE FINANCIAL STATEMENTS – GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2020
E. Group structure
This section provides details of the Group structure and the entities included in the consolidated financial statements.
E1. Consolidated entities
Details of the Company’s subsidiaries at 30 June 2020 are as follows:
Parties to Deed of
Cross Guarantee
(Note E2)*
Principal place
of business
Proportion of
ownership interest
20202019
Parent entity:
The a2 Milk Company LimitedNew Zealand––
Subsidiaries:
The a2 Milk Company (Export) Limited –New Zealand100%100%
a2 Holdings UK Limited–New Zealand100%100%
a2 Infant Nutrition Limited
#
New Zealand100%100%
The a2 Milk Company (New Zealand) Limited –New Zealand100%100%
a2 Australian Investments Pty. Limited Australia100%100%
a2 Botany Pty Ltd–Australia100%100%
The a2 Milk Company (Australia) Pty LtdAustralia100%100%
a2 Exports Australia Pty LimitedAustralia100%100%
a2 Infant Nutrition Australia Pty LtdAustralia100%100%
The a2 Milk Company (Nutrition) Pty LimitedAustralia100%100%
a2MC Group Employee Share Trust–Australia100%–
The a2 Milk Company Limited –UK100%100%
The a2 Milk Company LLC–USA100%100%
The a2 Milk Company–USA100%100%
The a2 Milk Company Limited–Canada100%100%
a2 Infant Nutrition (Shanghai) Co., Ltd–China100%100%
The a2 Milk Company (Singapore) Pte. Ltd
–Singapore100%100%
* Each party to the Deed of Cross Guarantee is a member of the “closed group” under the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
# a2 Infant Nutrition Limited is the subject of an ASIC declaration notice under section 601 CK(7) of the Corporations Act 2001 (Cth, Australia), providing relief from
the requirement to prepare and lodge an audited financial report in Australia.
The a2MC Group Employee Share Trust was established in December 2019. There were no other entities over which the Company
gained or lost control during the year.
All subsidiaries have a balance date of 30 June, except for The a2 Milk Company Limited (UK), The a2 Milk Company LLC,
and a2 Infant Nutrition (Shanghai) Co., Ltd which have a balance date of 31 December.
Building from strength 93 92 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2020
E1. Consolidated entities (continued)
Recognition and measurement
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those
of the Group.
Transactions eliminated on consolidation
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in
preparing the consolidated financial statements.
E2. Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned subsidiaries
listed in Note E1 as parties to the Deed of Cross Guarantee are eligible for relief from the Corporations Act 2001 (Cth, Australia) requirements
for preparation, audit and lodgement of financial reports and directors’ reports in Australia.
It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross
Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the event
of winding up of the other party under certain provisions of the Corporations Act 2001 (Cth, Australia) . If a winding up occurs under other
provisions of the Act, the guarantee will only apply if after six months after a resolution or order for winding up any creditor has not been
paid in full.
A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities
which are parties to the Deed of Cross Guarantee (each party being a member of the closed group), after eliminating all transactions
between parties to the Deed of Cross Guarantee, at 30 June 2020 are set out as follows:
Consolidated statement of comprehensive income and retained earnings for the year ended 30 June 2020
2020
$’000
2019
$’000
Revenue1, 6 6 7, 2 011,254,926
Expenses
(1,15 7, 3 59 )(844,540)
Finance income (net)5,5944,121
Profit before tax515,436414,507
Income tax expense(159,790)(123,919)
Profit after tax
355,646290,588
Other comprehensive income2,322(4,212)
Total comprehensive income for the year3 5 7, 9 6 8286,376
Retained earnings at beginning of the year614,385323,797
Transfers to and from reserves(2,322)4,212
Retained earnings at end of year970,031614,385
NOTES TO THE FINANCIAL STATEMENTS – GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2020
E2. Deed of cross guarantee (continued)
Consolidated statement of financial position as at 30 June 2020
2020
$’000
2019
$’000
Assets
Current assets
Cash and short-term deposits 799,370414,177
Trade and other receivables 84,94469,783
Prepayments55,28249,018
Inventories143,498106,396
Total current assets1,083,094639,374
Non-current assets
Property, plant and equipment 12,2069,942
Right-of-use assets12,580–
Intangible assets13,43712,901
Other financial assets2 97, 9 81304,252
Deferred tax asset24,3145,059
Total non-current assets360,518332,15 4
Total assets1,4 43,612971,528
Liabilities
Current liabilities
Trade and other payables273,133158,831
Customer contract liabilities3,7731,431
Lease liabilities1,952–
Income tax payable13,75342,942
Total current liabilities292,611203,204
Non-current liabilities
Trade and other payables392228
Lease liabilities10,954–
Total non-current liabilities11, 3 4 6228
Total liabilities303,957203,432
Net assets1,139,655768,096
Equity
Share capital 146,93314 4,495
Retained earnings 970,031614,385
Reserves 22,6919,216
Total equity1,139,655768,096
Building from strength 95 94 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020
F. Other disclosures
F1. Related party transactions
Ultimate Parent
The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries
as listed in Note E1.
Key management personnel
Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and
controlling the activities of the Group, and includes the directors, and a number of senior executives.
Key management personnel compensation:
2020
$’000
2019
$’000
Short-term employee benefits7, 6 976,576
Other long-term benefits3236
Termination payments1,776916
Share-based payments1,7155,693
11, 2 2013,221
Key management personnel include the following senior executives:
Chief Executive Officer
Chief Financial Officer
Chief Executive, Asia Pacific
Transactions with key management personnel and their related parties
The following table provides details of transactions that were entered into for the relevant financial year.
Sales Other transactions
Outstanding
receivables/
(payables)
Related parties
2020
$’000
2019
$’000
2020
$’000
2019
$’000
2020
$’000
2019
$’000
a2 Holdings UK Limited – consultancy fees paid to Lovat Partners
Limited, an entity controlled by David Hearn, Chairman of the
Company. The fees were charged at commercial rates. This consulting
arrangement ceased on 18 December 2018.–––44––
No amounts were receivable from related parties at year end.
Loans to key management personnel and their related parties
No loans were outstanding or made to key management personnel and their related parties at any time during the 2020 and
2019 financial years.
NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020
F2. Share-based payments
Long term incentives (LTI)
The LTI plan is designed to retain and motivate senior executives and management to achieve the Group’s long term strategic goals by
providing rewards that align the interests of the executives and management with shareholders. Performance rights and time-based rights
are currently issued under the LTI plan; and options were previously issued in FY15 and FY16.
No dividends are paid on rights and options, and they do not entitle their holder to attend or vote at Company meetings. No amount
is payable upon vesting of the performance and time-based rights and conversion to shares. Each exercised right is an entitlement
to one fully paid ordinary share in the Company.
During FY19 a revised remuneration policy for the Group was finalised. This review resulted in the temporary deferral of the LTI plan
for participating Group employees in the 2019 financial year.
During the year the Board authorised the issue of 1,057,914 performance rights, and 238,229 time-based rights to senior employees
and contractors under the LTI plan.
Performance rights granted in FY20
To accommodate the deferral of the LTI programme in FY19, the performance rights issued in the period are in two tranches,
with differing performance periods and performance hurdles as set out below, with Tranche 1 reflecting the FY19 deferral.
The performance rights vest subject to:
• Continuing employment.
• Minimum performance hurdles of both:
– A minimum diluted earnings per share (EPS) compound annual growth rate (CAGR) increase of 15% over the performance
period (E-CAGR); and
– A minimum normalised sales CAGR increase of 15% over the performance period (S-CAGR).
• No awards will vest if E-CAGR or S-CAGR is less than 15% over the respective performance periods.
• 50% of the awards will vest if E-CAGR and S-CAGR of 15% is achieved, up to a maximum of 100% of the award vesting if S-CAGR
of either 22% or more, or 25% or more is achieved, as follows:
Performance rights grants:Performance periodEPS hurdlePerformance hurdles
50% vests85% vests100% vests
Tranche 1
390,440 rights2 years to 30 June 202115%15%20%25%
Tranche 2
667,474 rights3 years to 30 June 202215%15%18.5%22%
Diluted earnings per share are as reported in the Company’s Annual Report in respect of that financial year.
Normalised sales in respect of a financial year, are sales plus such additional revenue or income items less such unusual and one-off items (in
each case, as may be determined by the Board in its absolute discretion) based on relevant financial information reported in the Company’s
Annual Report in respect of that financial year.
Building from strength 97 96 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020
F2. Share-based payments (continued)
Time-based rights granted in FY20
Vesting of the time-based rights issued in the period is subject to continuing employment, with no other performance conditions,
vesting as follows:
Number of time-based rights granted:Grant datesVesting dates
9,86819 Nov 201921 Aug 2020
94,21919 Nov 201924 Aug 2020
94,21919 Nov 201923 Aug 2021
7,55024 Apr 202020 Sep 2020
10,22124 Apr 202020 Feb 2021
7,55124 Apr 202020 Sep 2021
14,60124 Apr 202020 Feb 2022
238,229
Fair value of performance and time-based rights granted during the period
The fair value of services received in return for performance and share-based rights granted to employees is measured by reference to the fair
value of the rights granted. The estimate of the fair value of the services received is measured by reference to the vesting conditions specific
to the grant based on a simplified Black-Scholes option pricing model.
Fair value of performance and
time-based rights granted during
the period and assumptions
Performance rightsTime-based rights
Tranche 1Tranche 2
Grant date19 - Nov-1911-J u n -2019 - Nov-1924-Apr-2011-J u n -2019 - Nov-1924-Apr-20
Fair value at measurement date$14.03$18.83$13.8 6$19.3 4$18.6 0$14.0 8$18.9 9
Share price at grant date$14 .12$18.95$14 .12$19.70$18.95$14 .12$19.70
Performance rights life1.75yrs1.19 y r s2.76yrs2.33yrs2.19 y r sVariousVarious
Performance rights granted in previous years
The FY18 performance rights awards vest subject to an earnings per share (EPS) performance hurdle, and continuing employment. The
absolute EPS hurdle is a minimum diluted EPS compound annual growth rate (CAGR) increase of 15% over the performance period, with
no retesting. 50% of the awards will vest if diluted EPS CAGR of 15% is achieved, and up to a maximum of 100% of the award will vest if
diluted EPS CAGR of either 20% or more, or 25% or more is achieved, as follows:
Number of rights as at 30 June 2020:Performance period
Performance hurdles
Fair value50%100%
F Y18
320,000 rights3 yearsEPS CAGR 15%EPS CAGR 20%$5.75
297,300 rights2 yearsEPS CAGR 15%EPS CAGR 25%$12.65
Time-based rights granted in previous years
Vesting of the time-based rights is subject to continuing employment, with no other performance conditions, vesting as follows:
Number of time-based rights granted:Grant datesVesting datesFair value
31,2701-Aug-181-Aug-20$12.75
31,2691-Aug-181-Aug-21$12.75
62,539
NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020
F2. Share-based payments (continued)
Options granted in previous years (legacy scheme)
The options granted in FY16 vest in five equal tranches over five years, commencing on the first anniversary of the date of the grant.
The FY16 awards of options vest subject to share price growth performance hurdles over a five year performance period, and continuing
employment. The absolute share price growth hurdle is a minimum share price CAGR of 10% over the performance period, subject to annual
retesting until the performance condition is met, or the performance period ends.
On vesting, options are exercised on payment of the exercise price. Each exercised option is an entitlement to one fully paid share in
the Company.
LTI outstanding as at 30 June 2019NumberGrant DatesVesting DatesExpiry Dates
Performance rights – FY18 grants617, 3 0 0
28-Sep-17
& 6 - Mar-18
1-Sep-20
& 6-Mar-21
28-Jun-21
& 6 - D e c-21
Performance rights – FY20 grants866,574
19 - Nov-19,
24-Apr-20 & 11-Jun-20
20 -Aug-21
& 21-Aug-22
20 -Aug-21
& 21-Aug-22
1,4 83,874
Time-based rights – FY19 grants62,539
13-Jul-18
& 1-Aug-18
28 -Aug-19
to 1-Aug-21
28 -Aug-19
to 1-Aug-21
Time-based rights – FY20 grants238,229
19 - Nov-19
& 24-apr-20
21-Aug-20
to 20-Feb-22
21-Aug-20
to 20-Feb-22
300,768
Options – FY16 grants3,200,00012-Aug-15
12-Aug-16
to 12-Aug-2012- May-21
3,200,000
Performance rights movements:
Number
2020
Number
2019
Outstanding at the beginning of the year1,738,0871,612,20 0
Forfeited during the period (4 3 7,127 )(119,9 0 0 )
Granted during the period 1, 0 5 7, 914245,787
Vested during the period (875,000)–
Outstanding at the end of the year1,4 83,8741,738,087
The weighted average remaining contractual life of performance rights is 1.2 years (2019: 1.1 years)
Building from strength 99 98 The a2 Milk Company
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020
F2. Share-based payments (continued)
Time-based rights movements:
Number
2020
Number
2019
Outstanding at the beginning of the year184,723–
Granted during the period 238,229693,063
Vested during the period (122,184)(508,340)
Outstanding at the end of the year300,768184,723
The weighted average remaining contractual life of time-based rights is 0.7 years (2019: 0.6 years)
Options movements:
Weighted average
exercise price
2020
Number
2020
Weighted
average
exercise price
2019
Number
2019
Outstanding at the beginning of the year$0.63 7,000,000$0.63 12,400,998
Forfeited during the period ––$0.63(2,400,000)
Granted during the period ––––
Exercised during the period $0.63(3,800,000)$0.63(3,000,998)
Outstanding at the end of the year$0.633,200,000$0.637,000,000
Exercisable at the end of the year1,400,0002,400,000
The weighted average remaining contractual life of options is 0.1 years (2019: 0.7years)
The weighted average share price on exercise of the options in the period was $19.55.
Other employee equity schemes
In the period, employees not participating in the LTI plan were invited to participate in the following new schemes:
• Gift offer: employees received Company shares to the value of approximately A$500 each.
• Share Match Programme: employees undertaking to purchase Company shares for a minimum value of A$200 to a maximum value of
A$2,000 up to 30 September 2020 from their after-tax pay will receive matching shares from the Company equal to the number of shares
acquired and retained under the scheme, subject to continuing employment up to September 2021.
Amounts recognised in the consolidated statement of comprehensive income
During the year ended 30 June 2020, a $8,331,000 expense was recognised in the consolidated statement of comprehensive income
for equity settled share-based payment awards (2019: $8,184,000).
Recognition and measurement
The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a corresponding
increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to the awards. The
amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related service and non-market
vesting conditions are expected to be met, but is not adjusted when market performance conditions are not met.
NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020
F3. Auditor’s remuneration
The auditor of the Company is Ernst & Young Australia.
Amounts received or due and receivable by Ernst & Young for:
2020
$’000
2019
$’000
An audit or review of the financial report of the Group970701
Other services:
Market research 18279
Sustainability reporting advisory 2340
1,175820
F4. Subsequent events
No matters or circumstances have arisen since the end of the financial year which have significantly affected or may significantly affect the
operations, the results of these operations or state of affairs of the Group in subsequent financial years.
Building from strength 101 100 The a2 Milk Company
FINANCIAL STATEMENTS
OTHER
INFORMATION
CONTENTS
Company disclosures 104
Corporate directory 112
Building from strength 103 102 The a2 Milk Company
COMPANY
DISCLOSURES
1. Substantial product holders
The shares of the Company are quoted on the NZX, the ASX and Chi-X.
According to substantial product holder notices and the Company’s records, the following persons were substantial product holders in
respect of the ordinary shares of the Company as at 30 June 2020 (such disclosure being required by the Financial Markets Conduct Act
2013 (NZ)) and as at 3 August 2020 (such disclosure being required by the ASX Listing Rules):
As at 30 June 2020 As at 3 August 2020
Name
Number of
ordinary shares
in the Company
in which a
Relevant Interest
is held
% of ordinary
shares held
Number of
ordinary shares
in the Company
in which a
Relevant Interest
is held
% of ordinary
shares held
The Vanguard Group, Inc51,49 4,5916.9651,49 4,5916.96
Mitsubishi UFJ Financial Group, Inc. 47, 255 ,9 9 06.3947, 255 ,9 9 06.39
Commonwealth Bank of Australia46,904,6256.3446,904,6256.34
Blackrock, Inc. and related bodies corporate38,298,1015.1838,298,1015.18
The total number of voting shares on issue as at 30 June 2020 was 739,830,151 and the total number of voting shares on issue as at
3 August 2020 was 739,861,421.
2. Voting rights
During the period 1 July 2019 to 30 June 2020, each fully paid ordinary share of the Company gave the holder the right to cast one vote
per shareholder on a show of hands and one vote per share on a poll on any resolution. All votes cast at shareholder meetings are by way
of poll.
3. Twenty largest fully paid equity security holders
The names of the 20 largest holders of ordinary shares in the Company as at 3 August 2020 are listed below:
1
Number of shares%
HSBC Custody Nominees (Australia) Limited
141,253,09619.09%
HSBC Nominees (New Zealand) Limited
54,221,4667. 33%
Citibank Nominees (NZ) Ltd
47,576,7666.43%
JPMorgan Chase Bank
47, 2 97, 0 0 56.39%
HSBC Nominees (New Zealand ) Limited
39,694,3285.37%
J.P. Morgan Nominees Australia Pty Limited
38,412,3325.19%
Citicorp Nominees Pty Limited
28,568,1983.86%
Accident Compensation Corporation
19,364,2242.62%
Tea Custodians Limited
19,261,6872.60%
National Nominees Limited
18 ,10 4, 49 92.45%
Citicorp Nominees Pty Limited
13,769,8 821.86%
Cogent Nominees Limited
13,593,2771.84%
New Zealand Superannuation Fund Nominees Limited
12,611,2611.70%
BNP Paribas Nominees (NZ) Limited
10,923,0141.48%
HSBC Custody Nominees (Australia) Limited
10,739,1711.45%
National Nominees New Zealand Limited
9,825,4341.33%
BNP Paribas Nominees Pty Limited
9,633,8191.30%
Premier Nominees Limited
8,653,7191.17%
BNP Paribas Noms Pty Ltd
5,813,2280.79%
FNZ Custodians Limited
4,865,7070.66%
Total55 4,182,11374.9 0%
Building from strength 105 104 The a2 Milk Company
OTHER INFORMATION
COMPANY DISCLOSURES (CONTINUED)
4. Spread of security holders as at 3 August 2020 and number of holders
a) Fully paid ordinary shareholders
Size of shareholdingNumber of holdersNumber of shares%
1 to 1,00029,03310,040,2711.36
1,001 to 5,00011,56027,469,5713.71
5,001 to 10,0002,20216,344,1232.21
10,001 to 100,0001,67042,487,4435.74
100,001 shares or more152643,520,01386.98
44,617739,861,421100.00
As at 3 August 2020, the number of holders with between 1 and 48 ordinary shares (being less than a minimum holding under the
NZX Listing Rules based on the closing market price) was 237 and the number of holders with less than a marketable share parcel of the
Company’s fully paid ordinary shares of AU$500 (under the ASX Listing Rules), based on the closing market price, was 490.
b) Options to acquire ordinary shares (unlisted securities not quoted by the ASX or NZX)
Size of holdingNumber of holdersNumber of options%
100,001 options or more43,200,000100.00
43,200,000100.00
c) Performance rights (unlisted securities not quoted by the ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
5,001 to 10,000 644,7423.02
10,001 to 100,000 30931,57962.78
100,001 performance rights or more1507,55334.20
371,483,874100.00
d) Time-based rights (unlisted securities not quoted by the ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
5,001 to 10,000 19,8683.66
10,001 to 100,000 371,19226.42
100,001 time-based rights or more1188,43869.92
5269,498100.00
5. Directors’ relevant interests & share dealings
Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company
during the period 1 July 2019 to 30 June 2020:
Registered holder
Beneficial/
Non-beneficial
Acquired/
(Disposed)
Class of
financial productDate
Consideration
paid/(received)
NZ$
Jayne Hrdlicka
Carla Jayne HrdlickaBeneficial(90,914)Time-based rights
1
24 Aug 19N/A
Carla Jayne HrdlickaBeneficial90,914Ordinary shares
1
24 Aug 19N/A
Carla Jayne HrdlickaBeneficial164,312Performance rights19 Nov 19N/A
Carla Jayne HrdlickaBeneficial(146,684)Ordinary shares25 Nov 19($2,178,286.74)
David Hearn
Lovat Partners LimitedBeneficial(100,000)Options
2
25 Nov 19N/A
David HearnBeneficial100,000Ordinary shares
2
25 Nov 19$63,000
David HearnBeneficial(100,000)Ordinary shares
2
25 Nov 19($1,483,010)
Lovat Partners LimitedBeneficial(3,100,000)Options
2
24 Apr 20N/A
David HearnBeneficial3,100,000Ordinary shares
2
24 Apr 20$1,953,000
David HearnBeneficial(280,857)Ordinary shares
2
24 Apr 20($5,555,351.46)
David HearnBeneficial(1,614,143)Ordinary shares
2
28 Apr 20($31,621,061.37)
1 Reflects the issue of ordinary shares to Jayne Hrdlicka following the vesting and automatic exercise of time-based rights.
2 Reflects (i) issue of ordinary shares following exercise of options held by Lovat Partners Limited; (ii) subsequent transfer of those ordinary shares from
Lovat Partners Limited to David Hearn; and (iii) subsequent sale by David Hearn of some of those ordinary shares on market.
Directors of the Company as at 30 June 2020 held the following relevant interests in the financial products of the Company as at that
date:
Registered holder
Beneficial/
Non-beneficial
Balance held
No’sClass of financial product
David Hearn
David Lovat Gordon HearnBeneficial1,305,000Ordinary shares
Julia Hoare
Julia Cecile HoareBeneficial50,000Ordinary shares
Pip Greenwood
Pip GreenwoodN/A–Ordinary shares
Warwick Every-Burns
Warwick Every-Burns
as trustee of Wake Super FundBeneficial75,000Ordinary shares
Kathryn Every-BurnsBeneficial25,000Ordinary shares
Jesse Wu
Jesse Jen-Wei WuBeneficial27,000Ordinary shares
6. Credit rating status
Not applicable.
7. NZX Waivers
A summary of all waivers granted and published by NZX following an application by the Company or relied upon by the Company during
the reporting period ended 30 June 2020 is as follows:
• On 19 November 2019, NZX granted the Company a waiver from NZX Listing Rule 5.1.1. The waiver allowed a wholly owned
subsidiary of the Company to enter into a variation to an existing supply contract with a subsidiary of Synlait Milk Limited without
obtaining shareholder approval.
Building from strength 107 106 The a2 Milk Company
OTHER INFORMATION
COMPANY DISCLOSURES (CONTINUED)
8. Particulars of notices or statements given to or approved by the Board
8.1. Interests register
The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the
directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.
Directors have declared interests during the reporting period ended 30 June 2020 as follows:
• The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are protected against
liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries.
• The Company has provided Deeds of Indemnity to all directors for potential liabilities and costs they may incur for acts or omissions in
their capacity as directors of the Company and its subsidiaries.
• Directors’ relevant interests and share dealings as outlined in section 5, above.
• Pip Greenwood’s spouse owns an adviser entity which provides financial and transaction consulting services to a range of
organisations, including from time to time to participants in the dairy sector (other than the Company). While Ms Greenwood has no
involvement in that entity, or its clients, she has disclosed that interest as that entity may from time to time consult to entities with
which the Company may transact. The Company and Ms Greenwood have agreed a protocol whereby Ms Greenwood abstains from
all Board discussions and decisions involving that entity or its clients, and does not receive relevant Board papers, where this occurs.
During the reporting period ended 30 June 2020, directors advised the Company of the following changes or additional entries in the
Company’s interests register:
Name of DirectorEntityPosition
Julia HoareMeridian Energy LimitedDirector
Julia HoareNew Zealand Post LimitedCeased to be a director
Julia HoareAWF Madison Group LimitedCeased to be a director
David HearnSafestore Holdings PlcDirector
David HearnLumyna Investments LimitedDirector
Pip GreenwoodVulcan Steel LimitedDirector
Pip GreenwoodFisher & Paykel Healthcare Corporation LimitedDirector
Pip GreenwoodSpark New Zealand LimitedDirector
Pip GreenwoodWestpac New Zealand LimitedDirector
Pip GreenwoodAuckland Writers Festival TrustTrustee
Pip GreenwoodMilbrook 7th TrustTrustee
Pip GreenwoodOriental TrustTrustee
Pip GreenwoodPortia TrustTrustee
Pip GreenwoodRakino TrustTrustee
Pip GreenwoodTheresa Gattung Investment TrustTrustee
No other entries were made in the interests registers of the Company’s subsidiaries during the reporting period.
8.2. Directors of subsidiary companies
The following persons held office as directors of subsidiary companies during the year ended 30 June 2020.
SubsidiaryJurisdictionDirectors (or equivalent)
The a2 Milk Company (Export) Limited New ZealandGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Infant Nutrition LimitedNew ZealandGeoffrey Babidge (Appointed: 9 December 2019)
Peter Nathan
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Holdings UK LimitedNew ZealandGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
SubsidiaryJurisdictionDirectors (or equivalent)
The a2 Milk Company (New Zealand) Limited New ZealandJulia Hoare
Geoffrey Babidge (Appointed: 9 December 2019)
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Australian Investments Pty. Limited.AustraliaGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Botany Pty LtdAustraliaGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
The a2 Milk Company (Australia) Pty LtdAustraliaGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Peter Nathan
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Infant Nutrition Australia Pty LtdAustraliaGeoffrey Babidge (Appointed: 9 December 2019)
Peter Nathan
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Exports Australia Pty LimitedAustraliaGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned:28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
The a2 Milk Company (Nutrition) Pty LimitedAustraliaGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned:28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
The a2 Milk Company Limited British Columbia, CanadaGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
The a2 Milk Company Limited Scotland, UKDavid Hearn
William Keane (Resigned: 31 March 2020)
The a2 Milk CompanyDelaware, USADavid Hearn
Geoffrey Babidge (Appointed: 9 December 2019)
Jayne Hrdlicka (Resigned: 9 December 2019)
The a2 Milk Company LLC Delaware, USAGeoffrey Babidge (Appointed: 9 December 2019)
Race Strauss (Appointed: 28 April 2020)
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
a2 Infant Nutrition (Shanghai) Co., Ltd. ChinaLi Xiao
The a2 Milk Company (Singapore) Pte. Ltd.SingaporeRace Strauss (Appointed: 28 April 2020)
Shaun Singh
Craig Louttit (Resigned: 28 April 2020)
Jayne Hrdlicka (Resigned: 9 December 2019)
No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their
role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings
for remuneration disclosed under Employee remuneration range in section 13, below.
Building from strength 109 108 The a2 Milk Company
OTHER INFORMATION
COMPANY DISCLOSURES (CONTINUED)
8.3. Use of company information
The Board received no notices during the period from directors requesting to use Company information received in their capacity
as directors which would not have been otherwise available to them.
9. Limitations on the acquisition of securities
The Company is not subject to chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth, Australia) dealing with the acquisition of its
shares (including substantial holdings and takeovers).
Limitations on the acquisition of the securities imposed by New Zealand law are as follows:
(i) In general, fully paid ordinary shares in the Company are freely transferable, and the only significant restrictions or limitations in
relation to the acquisition of fully paid ordinary shares in the Company are those imposed by New Zealand laws relating to takeovers,
overseas investment and competition.
(ii) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights in the
Company, or the increase of an existing holding of 20% or more of the voting rights in the Company, can only occur in certain
permitted ways. These include a full takeover offer, a partial takeover offer, an acquisition approved by an ordinary resolution,
an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if
a shareholder holds 90% or more shares in the Company, in each case in accordance with the New Zealand Takeovers Code.
(iii) The New Zealand Overseas Investment Act 2005 regulates certain investments in New Zealand by overseas persons. In general terms,
the consent of the New Zealand Overseas Investment Office will likely be required where an ‘overseas person’ acquires shares or an
interest in shares in the Company that amount to more than 25% of the shares issued by the Company or, if the overseas person
already holds 25% or more, the acquisition increases that holding.
(iv) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition would
have, or would be likely to have, the effect of substantially lessening competition in a market.
The Company has complied with, and continues to comply with, the requirements of the NZX Listing Rules with respect to the issue
of new securities.
10. On-market buy-back
There is no current on-market buy-back of the Company’s securities.
11. Donations
The Company and its subsidiaries have made donations of cash and inventories totalling NZ$2,803,295 during the year ended
30 June 2020 (2019: NZ$944,057).
12. Directors and officers
For the purposes of NZX Listing Rule 3.8.1(c), the quantitative breakdown as to the gender composition of the Company’s Directors and
Officers as at 30 June 2020 and 30 June 2019 is as follows:
At 30 June 2020At 30 June 2019
Directors56
Females22
Males34
Officers89
Females24
Males65
13. Employee remuneration range
The following table shows the number of employees and former employees of the Company and its subsidiaries (not being directors or
former directors of the Company) who, in their capacity as employees, received remuneration and other benefits valued at or in excess of
$100,000 during the year to 30 June 2020.
The remuneration bands are expressed in New Zealand Dollars.
Remuneration range
$ (gross)
Number of
employees in
the year ended
30 June 2020
(based on actual
payments)
Value of
options and
performance
rights
included in
remuneration
range
$100,000 – $109,99913
$110,000 – $119,99911
$120,000 – $129,9997
$130,000 – $139,99912
$140,000 – $149,9997
$150,000 – $159,9998
$160,000 – $169,9998
$170,000 – $179,9994
$180,000 – $189,9992
$190,000 – $199,9992
$210,000 – $219,9997
$220,000 – $229,9992
$240,000 – $249,9991
$250,000 – $259,9994
$260,000 – $269,9994
$270,000 – $279,9993
$290,000 – $299,9993
$300,000 – $309,9991
$330,000 – $339,9991
$370,000 – $379,9991
$380,000 – $389,9992
$390,000 - $399,9992
$410,000 - $419,9991
$440,000 – $449,9991230,400
$470,000 – $479,9992
$480,000 – $489,9991
$500,000 – $509,9991268,800
$520,000 – $529,9991
$530,000 – $539,9991268,800
$550,000 – $559,9991552,541
$600,000 – $609,9991
$660,000 – $669,9991434,700
$680,000 – $689,9991
$780,000 – $789,9991
$830,000 – $839,99921,075,20 0
$840,000 – $849,9991
$880,000 – $889,99915 37, 6 0 0
$930,000 – $939,9991
$950,000 – $959,9991
$1,060,000 – $1,069,99916 45,120
$1,100,000 – $1,109,9991
$1,150,000 – $1,159,9991814,080
$1,230,000 – $1,239,9991844,800
Remuneration range
$ (gross)
Number of
employees in
the year ended
30 June 2020
(based on actual
payments)
Value of
options and
performance
rights
included in
remuneration
range
$1,360,000 – $1,369,9991890,880
$1,390,000 – $1,399,9991921,60 0
$1,500,000 – $1,509,9991921,60 0
$1,670,000 – $1,679,99911,228,800
$2,030,000 – $2,039,99911,459,20 0
$3,010,000 – $3,019,99911,996,80 0
$3,140,000 – $3,149,99912,526,000
$6,237,000 – $6,239,99915,632,000
Total13621,248,921
The table includes base salaries, short-term incentives, contributions
paid to an individual’s superannuation fund, or, if an individual
is a KiwiSaver member, contributions of 3% of gross earnings
towards that individual’s KiwiSaver scheme, and exercised options
and performance rights. The table does not include amounts paid
after 30 June 2020 relating to FY20, and long-term incentives that
have been granted and have not yet vested or been exercised (as
applicable).
14. Principal activities
There were no significant changes to the nature of the business
of the Company (or its subsidiaries) or to the classes of business in
which the Company (or its subsidiaries) had an interest during the
year ended 30 June 2020.
15. Reconciliation of EBITDA to net profit after
tax
Earnings before interest, tax, depreciation and amortisation (EBITDA)
is a non-GAAP measure. However, the Company believes that it
provides investors with a comprehensive understanding of the
underlying performance of the business.
June 2020
$’000
June 2019
$’000
Group EBITDA549,719413,610
Depreciation and
amortisation(4,393)(2,176)
EBIT 545,326411,434
Interest income6,1354,277
Interest expense(389)
–
Income tax expense(165,235)(127,970)
Net profit after tax385,837287,741
Building from strength 111 110 The a2 Milk Company
OTHER INFORMATION
Our a2 Milk™
difference
Conventional cows’ milk
contains two main types of beta
casein protein, A2 protein and
A1 protein – our branded milk
is different from conventional
cows’ milk because it comes
from cows selected to naturally
produce only the A2 protein
type and no A1.
Our milk is comparable to conventional
cows’ milk in other respects.
Our branded milk is naturally occurring
and not a product of genetic engineering
or technological processes.
Many consumers and healthcare
professionals report that some people
who experience digestive issues drinking
conventional cows’ milk may experience
benefits when they switch to a2 Milk
TM
.
a2 Milk™ brand is much more than just
a difference between A1 and A2 protein
types. Our brand stands for a series
of wonderful qualities from where we
source our milk, the extra special care we
take from cow to consumer, and how we
educate and engage with our consumers.
That’s why there is only one a2 Milk™
from The a2 Milk Company.
CORPORATE
DIRECTORY
Company
The a2 Milk Company Limited
New Zealand share registry
Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
Australian share registry
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
Telephone: +61 1300 554 474
Registered offices
Level 10
51 Shortland Street
Auckland 1010
New Zealand
Level 4
182 Blues Point Road
McMahons Point NSW 2060
Australia
Telephone: +61 2 9697 7000
Auditor
Ernst & Young
200 George Street
Sydney NSW 2000
Australia
Company Secretary
Jaron McVicar
Corporate website
www.thea2milkcompany.com
Typical cow herds
produce conventional
milk containing a mix of
A1 and A2 protein types
Originally all cows
produced milk
containing only the
A2 protein type
Genetic variation has resulted in mixed
herds over time
Our branded milk is sourced
from herds producing milk
naturally containing only the
A2 protein type and no A1
Building from strength 113 112 The a2 Milk Company
OTHER INFORMATION
The a2 Milk Company Limited
2020 Annual Report
thea2milkcompany.com
thea2milkcompany.com
The a2 Milk Company Limited (Australian Registered Body Number 158 331 965 – Incorporated in New Zealand)
---
The a2 Milk Company Limited
ARBN 158 331 965
ASX Appendix 4E - Preliminary Final Report
Results for announcement to the market
Reporting period Twelve months to 30 June 2020
Previous reporting
period
Twelve months to 30 June 2019
Amount (000s) Percentage change
Revenue from
continuing ordinary
activities
$NZ 1,731,131 + 33.1%
Profit (loss) from
continuing ordinary
activities after tax
attributable to security
holders
$NZ 388,167 +31.8%
Net profit (loss)
attributable to security
holders
$NZ 385,837 +34.1%
Final dividend Amount per security Imputed amount per
security
The Company does not
propose to pay a
dividend for the year
ended 30 June 2020
Not applicable Not applicable
Record date Not applicable
Dividend payment date Not applicable
Comments: For further information refer to the attached:
Audited Annual Report for the year ended 30 June
2020
Full Year Results Commentary
Full Year Results Presentation
Net Tangible Assets per
security
30 June 2020
$NZ 1.48
30 June 2019
$NZ 1.04
---
Page 1
Rules 4.7.3 and 4.10.3
1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
The a2 Milk Company Limited
ABN / ARBN: Financial year ended:
158 331 965 30 June 2020
Our corporate governance statement
2
for the above period above can be found at:
3
☐
These pages of our annual report:
☒
This URL on our website: www.thea2milkcompany.com/corporate-governance/
The Corporate Governance Statement is accurate and up to date as at 19 August 2020 and has been approved by the
board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 19 August 2020
Name of Director or Secretary authorising
lodgement:
Jaron McVicar, General Counsel and Company Secretary
1
Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate
governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The
corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate
Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate
governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not
following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must
lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance
statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the
extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
3
Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s
corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just
retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can
also, if you wish, delete the “OR” at the end of the selection.
Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
A listed entity should disclose:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 3 OR
☐ at [insert location]
... and information about the respective roles and responsibilities of
our board and management (including those matters expressly
reserved to the board and those delegated to management):
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2
A listed entity should:
(a) undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election,
as a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 5 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 6 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with the
proper functioning of the board.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 3 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 3
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
1.5
A listed entity should:
(a) have a diversity policy which includes requirements for the
board or a relevant committee of the board to set
measurable objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s progress
in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance
with the entity’s diversity policy and its progress towards
achieving them and either:
(1) the respective proportions of men and women on the
board, in senior executive positions and across the
whole organisation (including how the entity has defined
“senior executive” for these purposes); or
(2) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender
Equality Indicators”, as defined in and published under
that Act.
... the fact that we have a diversity policy that complies with
paragraph (a):
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, page 26
... and a copy of our diversity policy or a summary of it:
☒ at www.thea2milkcompany.com/corporate-governance/
... and the measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance with our
diversity policy and our progress towards achieving them:
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, pages 26 & 110
... and the information referred to in paragraphs (c)(1) or (2):
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, page 26
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
... the evaluation process referred to in paragraph (a):
☒ in our Corporate Governance Statement, page 6 OR
☐ at [insert location]
... and the information referred to in paragraph (b):
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
... the evaluation process referred to in paragraph (a):
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, page 49
... and the information referred to in paragraph (b):
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, page 49
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 4
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
[If the entity complies with paragraph (a):]
... the fact that we have a nomination committee that complies with
paragraphs (1) and (2):
☒ in our Corporate Governance Statement, pages 4 & 5 OR
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/corporate-governance/
... and the information referred to in paragraphs (4) and (5):
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, pages 47 & 48
[If the entity complies with paragraph (b):]
... the fact that we do not have a nomination committee and the
processes we employ to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board currently
has or is looking to achieve in its membership.
... our board skills matrix:
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, page 46
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 5
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c) the length of service of each director.
... the names of the directors considered by the board to be
independent directors:
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, page 45
... and, where applicable, the information referred to in paragraph (b):
☒ in our Corporate Governance Statement, pages 2 & 3 OR
☐ at [insert location]
... and the length of service of each director:
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, pages 40 & 41
☐ an explanation why that is so in our Corporate Governance
Statement
2.4
A majority of the board of a listed entity should be independent
directors.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 3 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5
The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
... the fact that we follow this recommendation:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☒ an explanation why that is so in our Corporate Governance
Statement, page 2 OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6
A listed entity should have a program for inducting new directors
and provide appropriate professional development opportunities
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 6 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1
A listed entity should:
(a) have a code of conduct for its directors, senior executives
and employees; and
(b) disclose that code or a summary of it.
... our code of conduct or a summary of it:
☒ in our Corporate Governance Statement, page 7 OR
☒ at www.thea2milkcompany.com/corporate-governance/
☐ an explanation why that is so in our Corporate Governance
Statement
Page 6
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
[If the entity complies with paragraph (a):]
... the fact that we have an audit committee that complies with
paragraphs (1) and (2):
☒ in our Corporate Governance Statement, page 4 OR
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/corporate-governance/
... and the information referred to in paragraphs (4) and (5):
☐ in our Corporate Governance Statement OR
☒ in our Annual Report: qualifications and experience on pages 40
to 41; and meeting attendance on page 48.
[If the entity complies with paragraph (b):]
... the fact that we do not have an audit committee and the processes
we employ that independently verify and safeguard the integrity of our
corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit
engagement partner:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
4.2
The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards
and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed
on the basis of a sound system of risk management and internal
control which is operating effectively.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 6 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 7
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
4.3
A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 6 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed entity should:
(a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
... our continuous disclosure compliance policy or a summary of it:
☒ in our Corporate Governance Statement, page 7 OR
☒ at www.thea2milkcompany.com/corporate-governance/
☐ an explanation why that is so in our Corporate Governance
Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
A listed entity should provide information about itself and its
governance to investors via its website.
... information about us and our governance on our website:
☒ at www.thea2milkcompany.com/corporate-governance/
☐ an explanation why that is so in our Corporate Governance
Statement
6.2
A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 8 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
6.3
A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
... our policies and processes for facilitating and encouraging
participation at meetings of security holders:
☒ in our Corporate Governance Statement, page 8 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity that does not hold
periodic meetings of security holders and this recommendation
is therefore not applicable
6.4
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
... the fact that we follow this recommendation:
☒ in our Corporate Governance Statement, page 8 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 8
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
[If the entity complies with paragraph (a):]
... the fact that we have a committee or committees to oversee risk
that comply with paragraphs (1) and (2):
☒ in our Corporate Governance Statement, page 4 OR
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/corporate-governance/
... and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement, page 4; and our
Annual Report page 47 for meeting attendances OR
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have a risk committee or committees that
satisfy (a) and the processes we employ for overseeing our risk
management framework:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound; and
(b) disclose, in relation to each reporting period, whether such
a review has taken place.
... the fact that board or a committee of the board reviews the entity’s
risk management framework at least annually to satisfy itself that it
continues to be sound:
☒ in our Corporate Governance Statement, page 7 OR
☐ at [insert location]
... and that such a review has taken place in the reporting period
covered by this Appendix 4G:
☒ in our Corporate Governance Statement, page 7 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
Page 9
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its risk management and
internal control processes.
[If the entity complies with paragraph (a):]
... how our internal audit function is structured and what role it
performs:
☒ in our Corporate Governance Statement, page 6 OR
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have an internal audit function and the
processes we employ for evaluating and continually improving the
effectiveness of our risk management and internal control processes:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement
7.4
A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
... whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do, how we
manage or intend to manage those risks:
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, pages 34 to 37
☐ an explanation why that is so in our Corporate Governance
Statement
Page 10
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
[If the entity complies with paragraph (a):]
... the fact that we have a remuneration committee that complies with
paragraphs (1) and (2):
☒ in our Corporate Governance Statement, pages 4 & 5 OR
☐ at [insert location]
... and a copy of the charter of the committee:
☒ at www.thea2milkcompany.com/corporate-governance/
... and the information referred to in paragraphs (4) and (5):
☒ in our Corporate Governance Statement page 4; and our Annual
Report page 48 for meeting attendances OR
☐ at [insert location]
[If the entity complies with paragraph (b):]
... the fact that we do not have a remuneration committee and the
processes we employ for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation is
therefore not applicable
8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
... separately our remuneration policies and practices regarding the
remuneration of non-executive directors and the remuneration of
executive directors and other senior executives:
☐ in our Corporate Governance Statement OR
☒ in our Annual Report, pages 49 to 53
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Page 11
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed ...
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed ...
4
8.3
A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
... our policy on this issue or a summary of it:
☒ in our Corporate Governance Statement, page 8 OR
☐ at [insert location]
☐ an explanation why that is so in our Corporate Governance
Statement OR
☐ w e do not have an equity-based remuneration scheme and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
---
The a2 Milk Company Limited
CORPORATE
GOVERNANCE
STATEMENT 2020
Australian Registered Body Number 158 331 965 – Incorporated in New Zealand
We are committed to maintaining the highest
standards of corporate governance. Our corporate
governance framework has been established to
ensure that directors, officers and employees fulfil
their functions responsibly, whilst protecting and
enhancing the interests of shareholders.
CORPORATE GOVERNANCE
STATEMENT
We believe that good corporate governance adds to the
performance of the Company, creates shareholder value and
engenders the confidence of the investment market.
This statement sets out the principal features of our corporate
governance framework and governance practices which have
been developed with regard to:
• the NZX Corporate Governance Code; and
• the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX Principles)
(third Edition). The Company has updated its governance
arrangements in a number of respects during the year so that
they will be consistent with the fourth edition of the ASX
Principles, which took effect for the Company from
1 July 2020.
For the financial year ended 30 June 2020 our corporate
governance framework complied with the recommendations in
the NZX Corporate Governance Code and the ASX Principles (third
Edition), except where noted below.
ASX Principles
Recommendation 2.5 of the ASX Principles states that the Chair
of the Board should be an independent director and, in particular,
should not be the same person as the CEO (recommendation 2.9
of the NZX Corporate Governance Code recommends that where
the Chair of the Board is not independent, the Chair and the
CEOshould be different people).
The roles of Chair and CEO are not exercised by the same
individual. From 1 July to 9 December 2019, the role of CEO
was held by the Managing Director, Jayne Hrdlicka, and from
9 December 2019, Geoffrey Babidge has held the role of CEO
(on an interim basis).
Role of the Board and delegation of authority
The Board is responsible for the overall governance and operations
of the Company, guiding the Company’s strategic direction,
monitoring risk, and overseeing the activities of management. All
issues of substance affecting the Company are considered by the
Board, with advice from external advisers as required.
The role and responsibilities of the Board are set out in the
Board Charter, available on the Company’s website at
www.thea2milkcompany.com/corporate-governance.
The Board delegates certain functions to its three Committees
(Audit and Risk Management Committee, Remuneration
Committee, and Nomination Committee). The role of each
of these Committees is outlined in the Board Committees
section, below.
Board procedures ensure that all directors have the information
needed to contribute to informed discussion on all agenda items
and effectively carry out their duties. Senior managers make direct
presentations to the Board on a regular basis to give the directors
a broader contact with the leadership team.
Detail of members of the Board, and director profiles including
their skills, experience and expertise relevant to their position, and
the period they have held office as a director, can be found in the
“Our directors” section of our 2020 Annual Report.
Role of Chair
The Chair’s role is set out in the Board Charter and includes
leading and managing the Board so that it operates effectively,
and facilitating interaction between the Board and the CEO.
Role of Chief Executive Officer
To enable the effective day-to-day management and leadership
of the Company, the Board delegates the management
responsibilities of the Company to the CEO. The CEO in turn
sub-delegates parts of that authority to senior executives in
the leadership team to enable effective and timely decision
making. The Board meets regularly with management to provide
strategic guidance for the Company and effective oversight of
management.
Role of Company Secretary
The Company Secretary is accountable directly to the Board,
through the Chair, on all matters to do with the proper
functioning of the Board. Each director can communicate directly
with the Company Secretary and vice versa. The role of the
Company Secretary is outlined in the Board Charter.
However, the Board did not consider the Company’s Chair, David
Hearn, to be an independent director in this financial year for the
purposes of the ASX Principles. This is because of David’s previous
limited executive role, which ceased in December 2018, under
which the CEO previously had the capacity to call on David from
time to time to support the Company’s business in Europe and the
UK. This executive role ceased in December 2018. David also held
executive options during this financial year, which were exercised
in full during the year.
Considering his limited executive role during the first half of last
financial year, and the options exercised by David during this
financial year, the Board considers it appropriate that David should
retain his non-independent status during this financial year.
David brings to the Board invaluable perspective on the
development of consumer products markets globally. The Board is
confident that he exercises an independent view and judgement
in his role as Chair and that the CEO has full executive control and
accountability in the organisation.
The Board considers there is an appropriate level of independent
view and judgement exercised by directors, including by Julia
Hoare as Deputy Chair, who is the lead independent director.
This Corporate Governance statement sets out our commitment
to best practice corporate governance in compliance with the ASX
Principles and the NZX Corporate Governance Code. It is current
as at 30 June 2020 (except where otherwise specified) and has
been approved by the Board.
Board size, skills and structure
During the entire reporting period, the Board comprised four
independent non-executive directors and one non-executive
director. In the period 1 July to 9 December 2019 the Managing
Director and CEO (executive director) was also a member of the
Board. The Company’s constitution provides for a minimum of
four directors and a maximum of eight, of which at least two must
be New Zealand residents to comply with the NZX Listing Rules.
The Board has developed a board skills matrix which sets out the
diversity of skills and experience that it has. The matrix, set out in
its collective form reflecting the current Board composition, can be
found on page 46 of our 2020 Annual Report.
The Nomination Committee has considered and is satisfied that
the current composition of the Board reflects an appropriate range
of skills, diversity of backgrounds and experience for the Company
to effectively discharge its responsibilities, but continues to review
and consider Board composition.
Director independence
The Board Charter provides that the Board will, where practicable,
comprise a majority of independent directors.
Director independence is initially assessed upon each director’s
appointment and reviewed each year, or as required when a
new personal interest or conflict of interest is disclosed. For this
purpose, each director is required to bring an independent view
and judgement to the Board and to declare all actual or potential
conflicts of interest on an ongoing basis.
Any issue concerning a director’s ability to properly act as a
director must be discussed at a Board meeting as soon as
practicable, and a director may not participate in discussions or
resolutions pertaining to any matter in which the director has a
material personal interest.
In determining the independence of its directors, the Board
considers guidance for independence, set out in the ASX
Principles, the NZX Listing Rules and the NZX Corporate
Governance Code. Based on those rules and recommendations,
a director is considered to be independent by the Board if he or
she is a non-executive director and free of any interest, position,
association or relationship that could reasonably influence, or
could reasonably be perceived to influence, in a material respect
his or her capacity to bring an independent view to decisions
in relation to the Company, or act in the best interests of the
Company as a whole rather than in the interests of an individual
security holder or other party.
Based on these measures, and the considerations discussed on
page 2, the Board considers that the non-executive directors,
Julia Hoare, Warwick Every-Burns, Jesse Wu and Pip Greenwood,
are independent directors.
The Board considers that, by virtue of her executive role in
the Company as Managing Director and CEO in the period
1 July to 9 December 2019, Jayne Hrdlicka was not an
independent director.
Corporate Governance Statement 2020 3 2 The a2 Milk Company
Board committees
The Board has three standing committees (the Committees) to facilitate and assist the Board in fulfilling its responsibilities. Other
committees may be established from time to time with specific responsibilities as delegated by the Board. The composition of the
Committees as at, and throughout the financial year ended 30 June 2020 was as follows:
MembersIndependentNon-executive
Audit and Risk Management Committee
Julia Hoare (Chair)
Warwick Every-Burns
Jesse Wu
Nomination Committee
Pip Greenwood (Chair)
Julia Hoare
David Hearn
Remuneration Committee
Warwick Every-Burns (Chair)
Pip Greenwood
Jesse Wu
The Committees are governed by Charters, which detail their specific functions and responsibilities. The Charter for each
Committee is reviewed by the Board annually. Copies of the Committee Charters are available on the Company’s website at
www.thea2milkcompany.com/corporate-governance.
Audit and Risk Management Committee
The Audit and Risk Management Committee’s responsibilities are
set out in its Charter, including to:
• ensure the Company meets its financial reporting requirements,
including the preparation and release of yearly and half-yearly
financial statements;
• review the scope and outcome of the external audit;
• review the effectiveness of the Company’s internal controls
regarding all matters affecting the Company’s financial
performance and financial reporting, including information
technology security and control;
• advise the Board on accounting policies, practices and
disclosures;
• review, with management, the adequacy of the Company’s
systems for identifying, managing, and monitoring the
Company’s key risks in accordance with the Company’s Risk
Management Policy;
• keep the Board informed of all significant business risks by
reviewing whether the Group has any material exposures to
strategic, environmental and social sustainability risks, and if so,
to develop strategies to manage such risks; and
• review any incident which indicates a breakdown in the
Company’s risk management framework.
The Committee may have in attendance such members of
management (including the CEO and the CFO) or such other
persons (including the Company’s external auditors) as it considers
necessary to provide appropriate information and explanations.
The Committee meets a minimum of four times each year.
The Committees make recommendations to the Board. They have
no decision-making power except where expressly authorised by
the Board. The relevant qualifications and experience of individual
Committee members are set out in the “Our directors” section,
pages 40 to 41 of our 2020 Annual Report.
The Board Charter requires the Board to review and evaluate
the performance objectives, responsibilities, and processes and
procedures of each Committee on an annual basis in accordance
with such performance measures as may be adopted from time to
time. The Charter of each Committee also requires the Committee
to review and assess its performance, objectives, responsibilities,
and processes and procedures each year to ensure that they are
not unduly complex, are designed to assist the Board in effectively
fulfilling its role and are delivering to a high standard.
Attendance at Board and Committee
meetings
Details of director attendance at Board and Committee meetings
during the year ended 30 June 2020 are provided on page 48 of
our 2020 Annual Report.
A working group of senior managers reviews and reports to the
Committee on the integrity of all information reported in the
Annual Report.
The Audit and Risk Management Committee regularly reports
to the Board about the Committee’s activities, issues and related
recommendations.
Remuneration Committee
The Remuneration Committee meets as required to advise the
Board on the matters outlined in its Charter, including to:
• review the remuneration of the CEO and other senior
executives as the Board may determine; and
• make recommendations to the Board in relation to the
remuneration of the non-executive directors.
The Charter stipulates that the Committee will make
recommendations to the Board, but all decision-making authority
in relation to remuneration remains with the Board.
Remuneration packages are reviewed annually. Independent
external surveys are used as a basis for establishing competitive
packages. A member of the Committee must not be present
for discussions at a Committee meeting on, or vote on a matter
regarding, his or her remuneration. Management may attend
meetings only at the invitation of the Committee.
Following each meeting, the Chair of the Remuneration
Committee provides a report to the Board. The Chair is
also required to provide an annual report summarising the
Remuneration Committee’s activities during the year and any
related significant results and findings.
The Company’s remuneration policies for directors and senior
executives and managers are set out in the “Remuneration”
section of our 2020 Annual Report.
Nomination Committee
The Nomination Committee meets as required to advise the
Board on the matters outlined in its Charter, including the
recommendation of new appointments to the Board.
Every new director appointment that is approved by the
Nomination Committee is considered and decided by the Board as
a whole, considering the range of skills and experience (including
matters such as independence and diversity) that a potential new
director may offer the Board and the ability to fully commit the
time needed to be effective as a director of the Company.
Following each Committee meeting, the Chair of the Nomination
Committee provides a report to the Board. The Chair is also
required to provide an annual report summarising the Nomination
Committee’s activities during the year and any related significant
results and findings.
Nominations, appointments and ongoing
education
The Company’s process for selection, appointment, and re-
appointment of directors is detailed in the Nomination Committee
Charter.
The objectives of the Nomination Committee include to:
• assist the Board in planning the Board’s composition and that
of the Committees;
• advise and assist the Chair and the Board (as applicable) to
review the performance of the Board, the Committees, the
Chair and individual directors;
• evaluate the competencies required of prospective directors,
identify those prospective directors and establish their degree
of independence;
• develop succession plans for the Board; and
• periodically review the Company’s Diversity Policy and annually
review and report to the Board on the Company’s progress
in meeting its current measurable objectives with respect
to diversity, and the effectiveness of the Company’s current
measurable objectives with respect to diversity, including
providing the Board with recommendations as to any updates
that should be made to the measurable objectives for ensuing
reporting periods.
The Nomination Committee recommends to the Board suitable
candidates for appointment as directors. The Committee
considers, among other things, the candidate’s:
• experience as a director;
• skills, expertise and competencies, and the extent to which
those skills complement the skills of existing directors;
• contribution to diversity of Board membership;
• degree of independence; and
• ability to devote sufficient time to the directorship.
The Company undertakes appropriate checks before appointing
a director or senior executive, or recommending a new candidate
to shareholders for election as a director. Such checks have been
undertaken in relation to all current Board members, and will be
undertaken prior to appointment or election of any new Board
recommended director or new senior executive.
The Company provides sufficient information to shareholders
about candidates standing for election for the first time and
directors seeking re-election at an annual meeting to enable
them to make an informed decision on whether or not to elect
or re-elect the person, including their relevant qualifications
and experience and the skills they bring to the Board, details of
any other material directorships or positions currently held by
the person, the term of office already served by the director (if
applicable), the Board’s view on whether the person is or will be
considered to be independent, and a statement by the Board in
respect of whether it supports the election or re-election of the
person.
CORPORATE GOVERNANCE
STATEMENT
Corporate Governance Statement 2020 5 4 The a2 Milk Company
External auditor
The Board has established a framework for the relationship
between the Company and the external auditor, which ensures
that:
• recommendations made by the external auditor and other
independent advisers are critically evaluated and, where
appropriate, applied;
• the ability of the external auditors to carry out their statutory
audit is in no way impaired;
• consideration is given to what, if any, services other than its
statutory audit role may be provided by the auditor;
• any other services provided by the auditor, other than its
statutory audit role, are approved and monitored; and
• the Company has defined policies and procedures in place as
appropriate internal controls to manage risk effectively.
The external auditor is invited to attend the annual meeting of the
Company to answer questions from shareholders in relation to the
audit.
Internal audit function
Deloitte Touche Tohmatsu act as the Company’s internal auditor,
reporting to the Audit and Risk Management Committee.
The internal audit programme is focussed on evaluating the
effectiveness of risk management, control and governance
processes.
CEO and CFO annual declaration
In line with ASX Principle 4.2, the Audit and Risk Management
Committee and the Board receive a declaration for each reporting
period from the CEO and CFO in relation to the Company’s
financial statements, that in their opinion:
• the Group’s financial records have been properly maintained;
• the consolidated financial statements and accompanying notes
comply with generally accepted accounting practice in New
Zealand and International Financial Reporting Standards; and
• the consolidated financial statements and accompanying
notes give a true and fair view of the financial position and
performance of the Group.
This declaration is provided with an assurance that the opinion has
been formed on the basis of a sound system of risk management
and internal control, and that the system is operating effectively
with regard to the identification of material financial reporting risk.
Corporate governance policies
The Company has adopted the following policies, each of
which has been prepared having regard to the ASX Principles
and the NZX Corporate Governance Code and which are
available on the Company’s website at
www.thea2milkcompany.com/corporate-governance.
The Board regularly reviews the performance and effectiveness
of the Company’s corporate governance policies and procedures
and, if appropriate, amends those policies and procedures or
adopts new policies or procedures, to uphold the integrity of the
Company’s corporate governance framework.
On joining the Board, each director receives a formal letter of
appointment outlining his or her duties and obligations, and
participates in an induction programme, which provides such
information and advice as may be considered necessary or
desirable relating to his or her appointment to the Board.
To ensure ongoing education, directors are regularly informed of
developments that affect the Company’s industry and business
environment, as well as company and legal issues. Directors receive
comprehensive Board papers and briefing information before
Board meetings and have unrestricted access to management and
any additional information they consider necessary to perform
their roles as directors effectively. Directors are also encouraged to
undertake appropriate training to remain current on how best to
perform their duties as directors.
A director may obtain independent professional advice relating to
the affairs of the Company or his/her responsibilities as a director
or Committee member. Where the director has the approval of
the Board Chair to obtain independent professional advice, the
Company will meet the reasonable costs of such advice.
Performance review of the Board, Board
committees and individual directors
The Board recognises that the performance of the Board and
its Committees is pivotal to the Company’s success and to the
protection of the interests of shareholders. The Board regularly
reviews and evaluates the performance objectives, responsibilities,
processes and procedures of the Board and each Committee.
During this reporting period the Board worked through the
recommendations set out by the consultant engaged in the
previous reporting period to undertake an extensive performance
review of the Board, its committees, and individual directors.
Formal performance evaluations are to be undertaken during
FY21.
Internal financial control
The Board, advised by the Audit and Risk Management
Committee, is responsible for the Company’s overall system of
internal financial control.
The CFO is responsible to the CEO for ensuring that all operations
within the Company comply with the Board approved financial
control policies.
Under its Charter, the Audit and Risk Management Committee
is responsible for regularly reporting to the Board, including
the results of the Committee’s review of the Company’s risk
management and internal control systems. The Board is also
required, under the Risk Management Policy, to undertake
an annual review of the effectiveness of the Company’s risk
management and internal control system.
The Company’s values
The Company’s purpose and five core values are set out below,
and discussed on pages 24 to 33 of our 2020 Annual Report.
These values define the Company and what it does in order to
create value for the Company’s consumers, people, commercial
stakeholders and the community in which the Company operates.
The Company’s purpose
We enrich lives by harnessing the nutritional wonders of nature.
The Company’s values
Bold passion
Driven to realise our amazing potential as a company and as
individuals.
Pioneering spirit
Unconventional open-minded thinking that re-imagines the
possibilities; outcome driven.
Humility
We’re never done growing, discovering; and have a willingness to
continually iterate and learn.
Respect
Seek to understand and appreciate difference in all its forms.
Integrity
We do the right thing for our consumers, partners, people ...and
our cows.
Code of ethics
The Company expects its directors, officers and employees
to conduct themselves in accordance with the highest ethical
standards of corporate and individual behaviour. The Company’s
Code of Ethics is designed to set out the practices which are
necessary to maintain confidence in the Company’s integrity.
Directors, officers and employees are required to comply with both
the spirit and letter of all laws which apply to the Company and to
the principles of the code.
The Company requires all directors, officers and employees who
become aware of an actual or suspected violation of the code
or wrongdoing by a director, officer or employee to report to a
nominated reporting person. This process allows for confidential
reporting of any potential violation without disadvantage to the
employee.
Continuous disclosure policy
The Company has adopted a set of procedures and guidelines
to ensure that it complies with its disclosure obligations in
accordance with all applicable legal and regulatory requirements,
including the NZX Listing Rules and the ASX Listing Rules. Subject
to recognised exceptions, this ensures the timely disclosure to the
ASX and the NZX of any information concerning the Company
which is not generally available and which a reasonable person
would expect to have a material effect on the price or value of the
Company’s securities.
Risk management policy
The Company recognises that risk management is an inherent part
of growing and developing the business, and that the Company’s
ability to identify and address risk is central to achieving its
corporate objectives. Effective risk management anticipates risk,
develops strategies to manage risk and enables the Company to
capitalise on opportunities that bring value to shareholders. The
Company’s risk management programme assists the Company to
identify, assess, monitor and manage its business risk, including
any material changes to its risk profile.
Ongoing risk management is a core component of the
management of the Company. The Company’s risk management
approach is supported by:
• a robust risk governance framework overseen by the Board and
supported by the Audit & Risk Management Committee;
• a strong and experienced management team with relevant
expertise in local markets;
• clearly articulated levels of authority and approval processes;
• established risk identification tools including the Group Risk
Register;
• adequate external insurance cover in place, appropriate to the
Company’s size and risk profile; and
• an internal audit function providing supplementary review of
the internal control framework.
Under its Charter, the Audit and Risk Management Committee
is responsible for providing assessments to the Board of the
adequacy, effectiveness and efficiency of the Company’s risk
management and internal control process. The Board must
also annually, under the Risk Management Policy, review the
effectiveness of the Company’s risk management and internal
control system. A review of the Company’s risk management
framework has been conducted in the reporting period by the
Audit and Risk Management Committee. Whilst no significant
changes were made to the framework or policy, a number of
enhancements have been adopted relating to risk categorisation
and the risk assessment criteria; and by prescribing actionable
mitigations.
Regular communication between management and the Board
supplements the Company’s quality system, complaint handling
processes, employee policies and standard operating procedures
which are all designed to address various forms of risks.
Identification of significant sources of risk and our response to
those risks can be found in the “Risk management” section on
pages 34 to 37 of our 2020 Annual Report.
CORPORATE GOVERNANCE
STATEMENT
Corporate Governance Statement 2020 7 6 The a2 Milk Company
Global whistleblower policy
The Company adopted a new Global Whistleblower Policy
during the year which reflects new legislative requirements on
whistleblowing. An independent hotline service operated by
Deloitte has been established to facilitate anonymous disclosures
by employees and other stakeholders regarding any concerns
that the Company or its people are failing to meet ethical or
legal commitments. All material incidences reported under the
Global Whistleblower Policy are reported to the Audit and Risk
Management Committee.
Global anti-bribery and anti-corruption policy
The Company adopted a new Global Anti-bribery and Anti-
corruption Policy during the year. The Company does not tolerate
any form of bribery or corruption and is committed to ensuring
that business is conducted according to ethical, professional and
legal standards in a fair, honest and open manner. The Audit and
Risk Management Committee is responsible for oversight of the
Global Anti-bribery and Anti-corruption Policy.
Health and safety
The Company is committed to the health, safety and wellbeing of
its people. This commitment starts with the Board. The directors
visit the Company’s sites to gain first-hand understanding of the
systems in place, and health and safety reports are reviewed at
each Board meeting. Reporting is focused not only on injuries
but also safety observations, which are an important part of an
improving health and safety management system. During the
year, there were no lost time injuries and two medical treatment
injuries, arising from two incidents.
The Company’s workplace health and safety regime includes:
• a framework to assist the Board and senior management
with the identification, control, reporting, investigation and
monitoring of health and safety risks to the Group;
• use of qualified external consultants to ensure compliance with
relevant laws in each jurisdiction and to identify improvement
opportunities;
• Board prioritisation of health and safety performance,
facilitated through monthly formal review and Board updates,
to ensure a strong focus on health and safety in the workplace
is maintained; and
• health and safety training and supervision for employees.
Indemnities and insurance
The Company has provided Deeds of Indemnity to all directors for
potential liabilities and costs they may incur for acts or omissions
in their capacity as directors of the Company and its subsidiaries.
Directors’ and officers’ liability insurance is in place for directors
and officers acting on behalf of the Company.
Protocols in the event of a takeover offer
The Board has established protocols that set out the procedures to
be followed in the event of a takeover offer to assist directors and
management with the response to unexpected takeover activity,
including governance, conflict and communications protocols for
takeover response.
Shareholder communication policy
The Company has adopted a Shareholder Communications
Policy which outlines the Company’s approach and commitment
to effective communication with shareholders. The Company
uses numerous modes of communication, including electronic
communication, to ensure that its communications with
shareholders are timely, clear and accessible. The Company
provides investors with comprehensive and timely access to
information about itself and its governance on its website
at www.thea2milkcompany.com. The website includes
copies of past annual reports, results announcements, other
NZX and ASX announcements, media releases and general
Company information.
Shareholders are invited to attend the Company’s annual meeting,
either in person or by representative. The Board regards the annual
meeting as an excellent forum in which to discuss issues relevant
to the Company and accordingly encourages full participation
by shareholders. Shareholders have an opportunity to submit
questions to the Board and to the Company’s external auditor.
Shareholders may also attend and participate at the meeting
virtually, via an online platform provided by the Company’s
share registrar.
Diversity policy
The Company’s Diversity Policy, including gender diversity goals, is
discussed in the “How we create value” section, page 26 of our
2020 Annual Report.
Securities trading policy
The Company’s Securities Trading Policy applies to directors,
employees and contractors wishing to participate as shareholders
in the Company.
Under New Zealand and Australian legislation, the insider trading
laws operate to prohibit people in possession of non public price
sensitive information from dealing in securities or passing on
that information to other people who may deal in securities. The
Company’s policy is designed to protect directors, employees and
their associates, as well as the Company’s shareholders against
acts of insider trading that, either willingly or unknowingly, would
disadvantage holders of the Company’s securities.
The policy employs the use of blackout periods to restrict directors,
officers, senior executives, and their associates, together with
other persons identified by the Company from time to time, from
trading during times where sensitive, non-public information may
be held. In addition, those persons must notify the Company in
advance of any proposed dealing in the Company’s securities.
Under the terms of the policy, directors, officers, senior executives,
and their associates are prohibited from entering into hedging
transactions which operate to limit the economic risk of their
securities in the Company (including under any equity-based
remuneration scheme) without first obtaining written approval
and must notify the Company and receive written clearance
before engaging in any margin or securities lending arrangements
or granting a security interest or other encumbrance over
Company securities.
CORPORATE GOVERNANCE
STATEMENT
thea2milkcompany.com
8 The a2 Milk Company
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- ALF — Allied Farmers Limited: 2020 Annual Report2020-08-31
“Results announcement Results for announcement to the market Name of issuer Allied Farmers Limited Reporting Period 12 months to 30 June 2020 Previous Reporting Period 12 months to 30 June 2019 Currency NZD Amount (000s) Percentage change Revenue from continuing…”
- AFI — Australian Foundation Investment Company Limited: Preliminary Final Report2020-07-26
“RESULTS FOR ANNOUNCEMENT TO THE MARKET The reporting period is the year ended 30 June 2020 with the prior corresponding period being the year ended 30 June 2019. This report is based on financial statements that are in the process of being audited. Results for announcement t…”
- FCG — Fonterra Co-operative Group Limited: Fonterra announces its Annual Results and dividend2020-09-17
“Fonterra Co-operative Group Limited Fonterra Co-operative Group Page 1 Results for Announcement to the Market Results for announcement to the market Name of issuer Fonterra Co-operative Group Limited Reporting Period 12 months to 31 July 2020 Previous Reporting Perio…”