Chorus 2020 full year results & annual report
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand
Email: company.secretary@chorus.co.nz
STOCK EXCHANGE ANNOUNCEMENT
24 August 2020
Chorus 2020 full year results & annual report
The following are attached in relation to Chorus’ FY20 full year results and annual report:
1. Media Release
2. Investor Presentation
3. Annual Report (including audited financial statements)
4. NZX Financial Results Announcement
5. NZX Distribution Notice
6. Letter to investors
Chief Executive Officer JB Rousselot, and Chief Financial Officer David Collins, will
discuss the FY20 full year results by webcast at 10.00am New Zealand time today. The
webcast will be available at www.chorus.co.nz/webcast
.
ENDS
For further information:
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
Steve Pettigrew
Head of External Communications
Mobile: +64 (27) 258 6257
Email: steve.pettigrew@chorus.co.nz
---
Distribution Notice
Updated as at 18 December 2019
Please note: all cash amounts in this form should be provided to 8 decimal places
Section 1: Issuer information
Name of issuer Chorus Limited
Financial product name/description Ordinary shares
NZX ticker code CNU
ISIN (If unknown, check on NZX
website)
NZCNUE0001S2
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies X
Record date 15/09/2020
Ex-Date (one business day before the
Record Date)
14/09/2020
Payment date (and allotment date for
DRP)
12/10/2020
Total monies associated with the
distribution
1
$62,228,818
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.19444444
Gross taxable amount
3
$0.19444444
Total cash distribution
4
$0.14000000
Excluded amount (applicable to listed
PIEs)
$0.00000000
Supplementary distribution amount $0.02470588
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed
Partial imputation
No imputation
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
100%
Imputation tax credits per financial
product
$0.05444444
Resident Withholding Tax per
financial product
$0.00972222
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
2%
Start date and end date for
determining market price for DRP
14/09/2020 18/09/2020
Date strike price to be announced (if
not available at this time)
29/09/2020
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
New Issue
DRP strike price per financial product
$unknown
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
16/09/2020
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
David Collins
Chief Financial Officer
Contact person for this
announcement
Brett Jackson
Investor Relations Manager
Contact phone number
+64 27 488 7808
+64 4 896 4039
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP
24/08/2020
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer Chorus Limited
Reporting Period 12 months to 30 June 2020
Previous Reporting Period 12 months to 30 June 2019
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$959,000 -1%
Total Revenue $959,000 -1%
Net profit/(loss) from
continuing operations
$52,000 -2%
Total net profit/(loss) $52,000 -2%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.14000000
Imputed amount per Quoted
Equity Security
$0.05444444
Record Date 15 September 2020
Dividend Payment Date 12 October 2020
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.39 $1.64
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This announcement should be read in conjunction with the
attached annual report, audited financial statements for the year
ended 30 June 2020 contained in that report, media release and
investor presentation.
Authority for this announcement
Name of person
authorised
to make this announcement
David Collins
Chief Financial Officer
Contact person for this
announcement
Brett Jackson
Investor Relations Manager
Contact phone number +64 4 896 4039
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP
24/08/2020
Audited financial statements accompany this announcement.
---
Annual Report 2020
01 Chorus Board and management overview
21 Management commentary
31 Financial statements
69 Governance and disclosures
104 Glossary
Patrick Strange
Chair
Mark Cross
Chair Audit & Risk Management Committee
FY20 results overview
1 Excludes free education connections provided as part of Chorus’ COVID-19 response.
2 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key
performance indicator and we believe it assists investors in assessing the performance of the core operations of our business.
3 Based on the mean response to “How likely are you to recommend your company as a place to work?”
EBITDA
2
Customer satisfaction
DividendEmployee engagement score
3
Fixed line connections
1
Broadband connections
1
Fibre connections
1
Net profit after tax
FY20
24cps
FY19
23cps
FY20
8.5 out of 10
3
FY19
7. 6
FY20
751,000
FY19
610,000
FY20
$52m
FY19
$53m
FY20
1,206,000
FY19
1,196,000
FY20
1,415,000
FY19
1,450,000
FY20
8.1 out of 10
(target 7.9)
FY19
7. 7
FY20
$648m
FY19
$636m
This report is dated 24 August 2020 and is signed on behalf of the Board of Chorus Limited.
Annual Report 20201
Dear investors
This year saw our broadband infrastructure
pass its greatest ever test. The COVID-19
pandemic meant New Zealanders were heavily
reliant on our copper and fibre network to keep
connecting, working and learning through
months of change and uncertainty. Our business
and our people rose to the challenge, helping
deliver strong operational results and further
cement broadband’s role as an essential utility.
Despite the operational restrictions and financial
impact of COVID-19, we were pleased to be able
to achieve our goal of modest EBITDA growth.
This was achieved through our ongoing focus on
reducing costs and reshaping our business for a
fibre-centric future.
We celebrated a significant milestone with the completion of
the original ultrafast broadband (UFB1) rollout in November.
There are now approximately 150,000 homes and businesses
remaining to pass in the UFB2 rollout area by the end of
2022. Together, these projects are delivering far reaching
socio-economic benefits, with a growing number of smaller
communities throughout New Zealand connected to fibre.
We’ve continued to see strong growth in fibre uptake,
up from 53% to 60% during the year. Just as importantly,
customer satisfaction with fibre installations rose from 7.7
to 8.1 out of ten. This exceeded our target of 7.9. Together,
these developments helped us deliver another strong
year of broadband connection growth, with an increase
of 10,000 lines. We finished the year with 1,415,000 fixed
line connections, down just 35,000 lines from the year
before. This was a marked improvement on the level of line
reductions experienced in prior years.
The good progress we made in optimising our business and
reducing costs meant we achieved EBITDA of $648 million.
This was up from $636 million in FY19 and was in line with
our February upgrade to EBITDA guidance of a range of
$640 to $655 million. Net profit after tax was $52 million
compared to $53 million in FY19.
While COVID-19 had a negative financial impact on EBITDA,
it has accelerated some of the positive underlying trends
that support our business. International telecommunications
providers are seeing a “fixed line renaissance”, with consumers
now placing even greater value on the reliability and capacity
of fixed line services relative to alternative wireless networks.
We’ve seen this reflected in demand trends on our network,
with a growing proportion of consumers opting for our
premium 1 gigabit per second plans.
The consumption of streaming services through
lockdown contributed to significant increases in monthly
broadband usage, while the almost overnight adoption of
videoconferencing services has reinforced the need for stable
upstream broadband performance.
Monthly average household data usage surged from 265GB
to 313GB across the year. Fibre customers averaged 387GB in
June, up from 341GB the year before,
The completion of the UFB1 rollout, together with the
suspension of non-essential rollout and connection activity
during the COVID-19 lockdown, saw a substantial drop in
overall capital expenditure from $804 million in FY19 to
$663 million this year.
The sudden suspension of non-essential field activity
through the lockdown period placed financial strain on
our service companies and we chose to provide $5 million
in financial support to them and their subcontractors.
This helped assist with reduced workflow and retain our
workforce for the rapid resumption of activity when alert
levels were relaxed. A relief fund of $2 million was also made
available to retailers to help address the expected increase in
bad debts for consumers and small businesses unable to pay
their bills during lockdown.
We were pleased to be able to play a part in supporting the
wider community deal with the consequences of COVID-19.
Where the Ministry of Education identified households
needing a broadband connection, for students to keep
up with their schooling, we made our existing network
connections available free of charge for a six-month period.
About 10,000 students had been connected under this
initiative by the end of FY20.
Our people helped make our COVID-19 initiatives happen,
and keep our essential infrastructure going, all while
embracing working from home in an extremely short
timeframe. They’ve shown great resilience through change
this year as we’ve begun reshaping our organisational
structure from a build to operate focus. Despite the resulting
reduction in staff numbers, employee engagement was 8.5 in
June 2020, up from 7.6 out of 10 in FY19. Our employee net
promoter score
1
also rose, from
+
28 to
+
67, putting us in the
top 5% of our international ‘technology’ company benchmark.
We continue to put considerable effort and focus into the
Commerce Commission’s process to establish the new
utility-style regime for our fibre access network. Aspects of
the Commission’s November 2019 draft decision were an
improvement on their earlier views. However, we believe the
proposed settings don’t yet reflect the commercial realities of
the network investment we’ve made since 2011. The various
phases of the implementation process will continue through
FY21, with the new framework to apply from January 2022.
A fully imputed final dividend of 14 cents per share will be
paid on 12 October 2020, bringing total dividends for FY20 to
24 cents per share.
1 Net Promoter Scores can range from -100 to +100 and are calculated
by subtracting the percentage of detractors (0-6 engagement score)
from the percentage of promoters (9-10 engagement score).
Annual Report 20202
Figure x:
Chorus UFB uptake
0%
50%
40%
30%
20%
10%
60%
70%
80%
90%
100%
UFB1UFB2Contractual target
FY12
FY19FY18FY17FY16FY15FY14FY13FY20
1.1 A major milestone: UFB1 complete
In November 2019, we celebrated the completion of our nine-
year contract with the Government to bring fibre to 28 major
towns and cities. The rollout of 28,000 kilometres of fibre was
achieved on time and within our guidance range of $1.75 to
$1.8 billion. The project was a textbook case study of how a
public-private partnership can combine the benefits of private
sector disciplines with broader socio-economic objectives.
We’re already approaching the halfway mark of the second
phase of our fibre rollout programme, UFB2. Together, the
UFB1 and 2 projects have, so far, made fibre available to about
1.2 million homes and businesses.
Our successful execution of the UFB programme is clear
when you consider the UFB1 contractual target was 20%
uptake by 2020. We finished FY20 with 751,000 active fibre
connections nationwide, up from 610,000 the year before.
Across the UFB1 area, fibre uptake grew from 54% to 63%
of homes and businesses. In our recently completed UFB2
areas, uptake has already reached 37%. The increased pace
at which consumers are embracing fibre, as it becomes
available, is evident from Figure 1 when you compare the
uptake rates of UFB1 and 2.
1.2 COVID-19 pauses fibre deployment
Fibre uptake would have been higher still had it not been
for COVID-19. When New Zealand entered Alert level 4 on
25 March we ceased all non-essential build, maintenance and
installation activity. This meant the UFB2 rollout went on hold
until the lockdown restrictions began easing from 27 April.
Although broadband was recognised as an essential service,
we could only perform physical broadband installations in
limited circumstances: for those premises that did not have
an existing fixed line, or where customers had business or
educational requirements not met by an existing service.
Our door-to-door fibre migration programme was also
suspended. Fibre installations slowed markedly, from a typical
average of 650 daily to about 100 a day and the number of
working installation crews dropped from ~640 to ~260.
As a result, on 27 March we announced a reduction in our
FY20 capital expenditure guidance from a range of $660
million to $700 million, to a new range of $610 million to
$650 million.
Behind the scenes, the telecommunications industry was
working together to keep networks operating. We worked
with retailers to fast track the handover and backhaul
capacity upgrades they needed to keep services congestion
free. We introduced a process to enable retailers to
temporarily disconnect business lines, so businesses wouldn’t
be charged while they couldn’t trade, and we waived our
reconnection fee. As the economic consequences of the
nationwide lockdown became clearer, we announced we
would delay an expected annual inflation increase on our
wholesale broadband charges until later in the year.
Other support measures included $5 million to support our
service company workforce and their subcontractors through
the period of reduced workflow, as well as a $2 million
relief fund to help retailers address expected increases in
customers unable to pay their bills during lockdown.
Figure 1:
UFB1 and UFB2 uptake rates
Annual Report 20203
World Cup in September/October 2019. This meant that when
the COVID-19 lockdown occurred, we were able to manage a
record peak in demand of 3 terabits per second (Tbps) on the
evening of 27 March. This was substantially higher than the prior
record of 2.6Tbps that we experienced during the streaming of
a Rugby World Cup quarter-final match.
Figure 2 shows how usage patterns changed from the pre-
lockdown period (in blue) to the Alert Level 4 lockdown period
(in green), and then began to moderate as restrictions were
gradually relaxed through Alert levels 3 and 2, enabling growing
numbers of people to return to work and school.
1.3 Broadband confirmed as the 4th utility
The demands placed upon our network as a result of
COVID-19 clearly confirmed broadband’s status as the 4th
utility. Broadband traffic increased by about 35% through
the lockdown period as New Zealanders were required to
connect, work and learn from home. This increase would’ve
been approximately 10% higher if global streaming services
such as Netflix and Youtube hadn’t limited the bandwidth
requirements of their streaming service. These measures
were intended to assist international network operators, but
they were in no way needed for our network because of the
significant capacity we had available.
Once fibre has been laid, we can continue to add capacity to
the fibre network by investing in network electronics. We’d
made substantial investment in capacity ahead of the Rugby
Figure 2:
Changes in downstream usage over COVID-19 lockdown period
Figure 2:
Changes in downstream usage over COVID-19 lockdown period
12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM
Time of day
Alert Level 2
21 May 2020
25 May 2020
26 May 2020
27 May 2020
Pre COVID-19
2 March 2020
3 March 2020
9 March 2020
16 March 2020
Alert Level 4
1 April 2020
2 April 2020
14 April 2020
16 April 2020
Alert Level 3
4 May 2020
5 May 2020
6 May 2020
7 May 2020
0
0.5
1.5
1.0
2.0
2.5
Downstream traffic (Tbps)
Annual Report 20204
Another notable development during the lockdown period
was the significant change in upstream traffic, with growth of
85%. This was because video conferencing services came to
the fore during lockdown as people sought a richer connection
experience than voice calls. Applications such as Zoom, Skype,
We believe increased daytime bandwidth demand and
consumers’ stronger focus on broadband reliability, particularly
for videoconferencing, is here to stay. Our consumer research
found that over two-thirds of those in the workforce want to
continue working from home or have flexible working days.
Google Hangouts and Houseparty, require two-way video
traffic. The effect on upstream data traffic on our network can
be seen in Figure 3. Interestingly, the staggered spikes in the
daytime traffic profile are consistent with video conferencing
meetings being scheduled on the hour and half hour.
About 26% of working New Zealanders believe their productivity
during lockdown was the same as being in the office, while 46%
thought they were more productive at home.
Figure 3:
Changes in upstream usage over COVID-19 lockdown period
Figure 3:
Changes in upstream usage over COVID-19 lockdown period
0
0.05
0.10
0.20
0.15
0.25
0.30
Time of day
22 April 202017 March 202023 April 202018 March 202021 April 202016 March 2020
Upstream traffic (Tbps)
12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM
Annual Report 20205
1.4 Data usage momentum continues
The combination of continuing growth in online streaming
demand and COVID-19 driven changes to consumer
behaviour saw peak time usage grow more than 30% from
the year before. That’s the equivalent of more than half a
million simultaneous high-definition video streams.
Translated to monthly average usage, households were
using 313GB in June 2020, up from 265GB last year. Fibre
consumers were averaging 387GB a month, compared to
198Gb for copper customers.
Our own and independent forecasts suggest average data
usage on fibre is likely to exceed 1,000GB a month by 2024.
This may be conservative. The increase is expected to be
fuelled by the proliferation of 4K television sets, followed
by 8K in the near future, and bandwidth hungry services
such as online gaming. The highest peak time usage during
the lockdown period, for example, coincided with the
international release of a game update for Call of Duty.
Figure 4:
Average daily internet usage across the Chorus network June 2018 – 2020
As data demand keeps growing, fibre’s ability to deliver
consistent throughput at dedicated speeds is a significant
competitive advantage. We’ve seen uptake of 1Gbps
connections on our network grow from 10% to 16% of mass
market fibre connections this year. Our consumer research
in the weeks following the COVID-19 lockdown indicates a
greater willingness from customers to consider upgrading
their broadband plans, to ensure broadband reliability.
An independent report, published by the Commerce
Commission in May, highlighted the strong performance of
fibre and copper broadband despite the increased bandwidth
demand through lockdown. In contrast to fixed line services,
their monitoring highlighted a 25% reduction in average
download speeds for wireless broadband, particularly at peak
times. This reflects the shared nature of wireless networks,
that makes them more prone to congestion. The report
also noted that fixed wireless connections are more likely
to experience issues with applications requiring low latency,
such as online gaming and video calls.
Figure 4:
Average daily internet usage across the Chorus network June 2018 – 2020
0
0.25
0.5
0.75
1.0
1.25
1.5
2.0
1.75
2.50
2.25
3.0
2.75
Time of day
Note: data represents average of traffic across all days in June, excluding corporate traffic.
June 2019June 2020June 2018
Network throughput (Tbps)
Peak traffic
of 3 Tbps
on 27 March 2020
12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM
Annual Report 20206
1.5 Keeping our focus on customer experience
We’re focused on continuing to do everything we can to make
it as easy as possible for consumers to get fibre connected.
Our overall customer satisfaction score for fibre installations
had increased to 8.1 by the end of FY20, up from 7.7 out of
ten at the start of the period. This was above our target of 7.9
and reflects the positive effects of various initiatives we’ve
implemented through FY19 and FY20. These included a focus
on reducing rescheduling, minimising site visits through our
fibre in a day process and managing a growing proportion
of installations through our door knocking programme.
Our technicians also continued to rate highly, with scores
increasing from 8.5 to 8.7 over the year. These were good
results, but we’re continuing to aim higher.
With fibre now installed in more than 800,000 homes and
businesses, we’re putting a greater focus on the switching
experience of customers when they move to fibre ‘intact’
premises. These are homes, or businesses, where fibre is
already installed and we just need to activate the broadband
service. We improved customer satisfaction in these instances
from 7.0 to 7.3 through the year, but we believe there’s plenty
of room to make the process much better for customers.
We’re working with retailers on ways we can do this.
Our digital systems are playing a growing role in simplifying
the end-to-end experience for consumers. Traffic on our
website, for example, doubled in the year as we’ve made it a
richer source of information for people wanting to learn more
about their broadband options and performance. Retailers
and service companies are embracing the online tools we’ve
deployed to improve the experience for customers. This
includes our new assurance channels that are providing
better diagnosis of faults and automate the dispatch of
technicians. We’ve seen a three-fold increase in the volume
of requests on these digital tools, including those used by our
internal teams, and this is helping streamline processes and
reduce our operational costs.
1.6 Driving fibre uptake as an active wholesaler
While demand for fibre is growing, the continuing evolution
of technology, market dynamics and industry regulation
means we operate in a dynamic sector. With some retailers
promoting access to their own mobile and fixed wireless
networks to their existing customers, we’ve adopted an
active wholesaler strategy. This means that we have a range
of in-market activity to promote uptake of our services
and help consumers understand that nothing beats a fibre
connection when it comes to reliable, uncongested and
unlimited broadband.
With rollout growth in our fibre footprint beginning to slow,
our active wholesaling activity has stepped up another level
and included:
• our own door knocking campaigns to drive hundreds of
daily fibre installation requests
• retailer incentives to connect customers on alternative
networks to our network
• sending selected consumers prepaid gift cards for
redemption on uptake of a fibre service
• advertising campaigns tailored to specific customer
segments
• improving our processes for property developer customers.
Our local fibre migration campaigns have proved highly
successful in stimulating additional fibre demand. We had
32,000 homes receive an installation through this programme
and we’re seeing about half of these customers switch their
fibre connection on within just six months.
1.7 Continuing to innovate
Another important aspect of being an active wholesaler is
our desire to keep innovating, finding new ways in which our
network can be used to make New Zealand better. During the
year we launched our new Hyperfibre services, utilising new
network technology that enables 2Gbps or 4Gbps symmetric
speeds. This equipment is only just beginning to be deployed
in other countries and we believe it will make big differences
for businesses that transfer large amounts of data, work in
the cloud, or rely on instantaneous communication.
Small businesses are an integral part of the economy and
we introduced a revised fibre product to provide them
with a faster fault restoration commitment. This puts small
businesses on an even footing with those that use our
premium fibre products.
For retailers, we developed a national tail extension
service so it’s easier for them to expand their fibre services
nationwide. This service means they only need one network
handover point, greatly reducing the cost of transport
services between multiple UFB areas and enhancing their
ability to grow a geographically dispersed customer base.
Annual Report 20207
With our new Wi-Fi capable fibre terminals installed in a
growing number of homes and businesses, we’ve taken a
new approach and co-developed a Wi-Fi service based on
detailed input from our retailers. The proposed new service
will remove the need for retailers to dispatch their own
routers to customers and enable customers to get their
broadband up and running almost straight away. This could
in turn reduce the retail cost of broadband for short term
customer connections, because retailers would no longer
need to recover the cost of a router over a short timeframe.
We’re taking a close interest in the release of the new Wi-Fi
standard, Wi-Fi 6. Wi-Fi 6 capable devices, like routers and
mobile phones, are now available and can deliver a big
step up in Wi-Fi performance with enhanced speed and
reduced latency. As well as enabling better home broadband
performance, Wi-Fi 6 is being seen as a potential alternative
to 5G in enterprise and other private environments where
cost effective capacity and support for a large number of
devices is important. We’re exploring the different roles
Wi-Fi 6 might play in complementing the unlimited capacity
provided by our fibre access products.
Figure 5:
Our network infrastructure
~600 exchanges~12,000 cabinets~300,000 poles
~40,000km duct network~54,000km fibre
~130,000km of copper
Annual Report 20208
The New Zealand broadband market remains
highly competitive. Since 2011 the fibre rollout
has been a trigger for consumers to reconsider
their choice of broadband provider, with
industry reports suggesting large incumbent
retailers continue to experience declining
market share. This reflects the way our open
access network fosters competition, by enabling
about 100 retailers to offer services on an
equivalent basis. Another notable feature of the
retail landscape in recent years is the growth of
retailers that bundle electricity and broadband
services.
Further competition is expected with Sky TV’s
announcement in April 2020 that it intends to become a
broadband retailer. Sky TV currently delivers most of its pay
TV content via satellite with about 586,000 subscribers.
However, it has increased its online delivery in recent years
and also reported 415,000 streaming subscribers, including
about 130,000 subscribers on the Lightbox streaming service
purchased from Spark.
The strength of our role as a neutral host, providing
independent network infrastructure to various service
providers, was reflected in our winning a new contract
with the Rural Connectivity Group. A joint venture between
New Zealand’s three mobile network operators – 2degrees,
Spark and Vodafone – the Group is building hundreds of
new mobile sites under a rural service agreement with the
Government. We’ve been selected to provide fibre backhaul
for their rural cellsites within fibre reach for a 10-year period.
We saw some industry consolidation during the year, with
the most notable development being Vocus’ purchase of
Stuff Fibre and its reported 20,000 customers. Infrastructure
funds also showed increasing interest in the New Zealand
telecommunications industry.
In May 2020, First State Investments announced an
agreement to purchase Ultrafast Fibre from its electricity
network owners. Their fibre network covers about
237,000 homes and businesses in the central North Island.
This follows Brookfield and Infratil’s acquisition of Vodafone
New Zealand in mid-2019.
2.0
The New Zealand
market
Figure 6:
The New Zealand fixed line market
Rationalisation, new entrants and new business models are disrupting the NZ market.
Note: Fibre to the premises will cover ~87% of NZ population by the end of 2022
Power + Broadband
Mobile networkWireless Broadband
Chorus
Nationwide network access
wholesaled to ~100 retail service providers;
Fibre to pass ~1.36m homes and businesses
Local Fibre Companies:
Enable – Ultrafast Fibre – Northpower
Fibre to pass ~450k homes and businesses
Retail Service
Providers:
Local Media:
(Broadcast)
Local Media:
(On Demand)
Fixed Line
Access
Networks:
TV3
3Now
BBC iPlayer Apple TV Google Play Netflix YouTube Hulu Amazon Disney+
International
media providers:
OnDemand
TVNZSky TV
Neon
Trustpower
Others e.g.
Slingshot, Orcon, Flip
Vocus
Vodafone TV
Vodafone
HFC cable in
Wellington +
Christchurch
(~60k customers)
Spark Sport
+Skinny
Spark
2degrees
Sky
Megatel
Nova Energy
Contact Energy
MyRepublic
Voyager
NOW
Annual Report 20209
2.1 Initial 5G deployments
In the months immediately following its transfer of ownership,
Vodafone New Zealand announced an intention to invest
in 5G capability. 5G coverage was switched on in parts
of Auckland, Wellington, Christchurch and Queenstown
in December 2019. Vodafone has said it hopes 25% of its
broadband customers will migrate to its fixed wireless network
and it will provide 5G fixed wireless services later in 2020.
Using its 4G network, it offers fixed wireless plans in datacap
tiers up to 600GB in major cities and urban regional centres.
Spark launched 5G in five provincial townships in late 2019
with fixed wireless broadband plans sold in three datacap
tiers: up to 60GB; 60GB to 120GB; and more than 120GB.
In Auckland, Spark offers plans of up to 600GB on its 4G
network. Spark announced the launch of 5G mobile and fixed
wireless services in Palmerston North in July 2020, with four
more centres to follow.
The Government had intended to hold an auction for short
term management rights, through to late 2022, for 3.5GHz
spectrum. This auction was cancelled in May 2020 as a result
of COVID-19 and the spectrum was directly allocated to
2degrees (60MHz), Spark (60MHz) and wholesale wireless
network operator Dense Air (40MHz). The auction of 3.5 GHz
rights beyond 2022 is yet to be scheduled.
The interim allocation of 3.5GHz spectrum is expected to
make further expansion of 5G coverage possible. However,
dates are yet to be announced for the auction of the millimetre
wave spectrum considered necessary for small cell coverage.
To date, international experience suggests the business
case for small cell deployments remains uncertain. We’re
continuing to explore opportunities to grow our backhaul and
co-location services for mobile network operators.
Our market driversWhat we’re focused on
Large vertically integrated retailers are encouraging
customers to use their own fixed wireless, cable
and legacy fibre networks to reduce their wholesale
network costs.
We’re an active wholesaler, promoting our extensive broadband
footprint through advertising, retailer campaigns and our own door
knocking initiatives. Our network supports about 100 retailers.
Competing fibre companies have overbuilt our
existing copper network with fibre as part of the
Government’s UFB programme.
We’re optimising our business in these competing areas and
maximising our broadband share in other areas experiencing
premises growth, particularly Auckland.
Traditional voice only connections are declining with
changing demographics and wireless service options.
We’re commercialising new potential revenue streams identified
by our innovation programme, such as data centres and smart
city connectivity.
Technology keeps evolving, with 5G potentially
enhancing the capability of mobile/wireless
technologies as a fixed line alternative for
low data users.
We see 5G as complementary technology with many more cellsites
likely to require fibre backhaul. Fibre is recognised as providing highly
reliable broadband, particularly at peak usage times. About 16% of our
fibre consumers are on 1Gbps services and we’ve launched 2Gbps and
4Gbps Hyperfibre products.
Figure 7:
Summary of key market trends
Annual Report 202010
3.0
Regulatory
environment
We operate our wholesale only network within
the regulatory framework established by the
Telecommunications Act. We’re also subject
to the requirements of four open access deeds
of undertaking for copper, fibre and Rural
Broadband Initiative services that focus on the
provision of services on a non-discriminatory
basis. This regime will remain in place outside of
the revised utility model now being implemented
by the Commerce Commission.
Approximately 40% of our FY20 revenues were from
copper services with pricing and terms regulated by the
Commerce Commission (the Commission) under the Act.
The Commission set a five-year schedule of pricing for our
regulated copper services in December 2015, following
a detailed price review process. Our fibre services aren’t
currently regulated with most instead subject to contractual
pricing and terms agreed with the Government as part of
our UFB contracts.
3.1 Moving to a regulated utility model
In November 2018, the Telecommunications (New Regulatory
Framework) Amendment Act passed into law with bipartisan
political support. This marked the culmination of five years
of policy review of the regulatory framework that applies to
our business and the decision to transition to a utility-style
framework for fibre access services.
Under the new framework our fibre investment will be
regulated according to a utility style building block model
from 2022. This model is already used to regulate other
New Zealand utility businesses, such as electricity lines
and gas networks. It is recognised as supporting private
sector investment to meet network upgrades and increasing
consumer demands through ongoing incentives to innovate,
invest and improve efficiency for the long term benefit
of customers.
Key features of the proposed regime are:
• deregulation of the copper network from 1 January 2020
in areas where fibre is available and the right to withdraw
copper services, where this is appropriate, subject to a
code being developed by the Commission.
• continued regulation of the copper network in areas
where fibre is not available, with copper pricing adjusted
for inflation.
• the regulated asset base (RAB) for fibre will include
unrecovered losses incurred before 2022, with pre 2011
assets valued at depreciated historical cost and post 2011
assets at depreciated actual cost.
• Crown financing will be treated according to its actual
cost to Chorus.
• key fibre prices will be frozen at 2020 pricing levels,
adjusted for inflation, until 2022.
• unbundling of the fibre network available in UFB1 areas
on a commercial basis from 2020.
Figure 8:
New regulatory framework to replace UFB contractual framework by January 2022
87% of population where fibre will be available by end of 2022Remaining 13% of population
Fibre access network
• Regulated asset base (RAB) with revenue cap
to be determined by Commerce Commission
• Price caps on contracted fibre products,
with annual inflation adjustment, until 2022.
Price caps then only apply to fibre voice service,
a fibre broadband service and direct fibre.
• Unbundled fibre (commercial price)
to be available in UFB1 areas from 2020
and UFB2 areas from 2026
• Three years after new regime commences,
the Commission can review the revenue
cap model and anchor products, subject to
specified conditions and statutory criteria
Copper - where fibre is available:
• Copper network to be deregulated and
Telecommunications Service Obligation
(TSO) removed
• Chorus can withdraw copper service,
subject to minimum consumer protection
requirements being developed by the
Commission and due in September 2020
Copper - where fibre is not available:
• Copper remains regulated and TSO applies
• Copper pricing capped at 2019 levels with
CPI adjustments
• Commission required to review pricing
framework no later than 2025
Annual Report 202011
The Commission is required to establish the key input
methodologies that set the framework for determining the
starting value of our regulated asset base, the regulatory
weighted average cost of capital, cost allocations, and
our maximum allowable revenue. It has been granted
a one-time deferral from 1 January 2020 until 1 January 2022
to complete its implementation work.
Indicative fibre regulation timeline
October 2020Input methodologies
final decision due
November 2020Input methodologies decision
due on financial loss asset
provisions
Q3 2020
Proposed approach & process
paper for price-quality decision
Q2 2021Draft price-quality decision due
Q3/Q4 2021Final price-quality
decision due
3.2 Fibre input methodologies
The Commission released its draft decision on the Fibre Input
Methodologies in November 2019. While the draft decision
improved on aspects of the Commission’s prior Emerging
Views paper, we and our investors have made subsequent
submissions on areas of concern, including:
• the implied WACC rate for the period to 2022 is still
below that required to ensure our cost of capital reflects
a fair return to investors, given the substantial investment
risks taken in financing the UFB rollout. In particular, the
Commission has proposed calculating the WACC each
year from 2011 through to 2022, by using the prevailing
5-year risk free rate that applied in each year.
• the proposed asset beta of 0.49 underestimates the asset
beta of a fibre network, particularly through the rollout
period. A higher asset beta was acknowledged by Crown
Fibre Holdings before the rollout began and has been used
by regulators for European fibre networks.
• the draft decision suggested no WACC uplift from the
50th percentile. This is completely at odds with all other
regulated utilities in New Zealand, and other international
regulators have recognised the need for an uplift to
encourage fibre network investment.
• while a small ex ante allowance to compensate for asset
stranding risk is considered, the indicated allowance
doesn’t adequately reflect the technological risk that could
emerge over time and the effect this could have on our
return on network investment.
A final decision is expected in October 2020, with a separate
decision on the financial loss asset due in November. This
will set the rules for a Price Quality Determination, which
will establish our revenue cap and quality requirements for 1
January 2022 to 31 December 2024. The final Price Quality
Determination is expected in late 2021.
3.3 Commercial services for fibre unbundling
We’ve built our fibre network to enable unbundled fibre
services by providing a second fibre to each premises.
This means retailers can choose to use our passive
infrastructure - fibre optic cables, ducts, and poles –
and their own broadband electronics, to deliver services to
customers. Unbundled services are available in our UFB1
areas
from today and will be in UFB2 areas from 2026.
We’ve developed commercial terms for these services,
including a monthly access charge of $28.55 per month
to cover access to the fibre between the premises and the
splitter, as well as $200 per month to access the feeder fibre
from each splitter to a central network point. The pricing
reflects the fact that passive infrastructure costs, known
as layer 1, comprise most of our rollout investment, with
broadband electronics, known as layer 2, representing a
very small component.
The architecture of the fibre network, with most customers
connected to street-based splitters, means the economics
of fibre unbundling are different from copper unbundling,
where exchange-based equipment could potentially serve
much larger numbers of customers. This means fibre
unbundling will most likely appeal to larger retailers.
Our pricing seeks to strike a fair balance between enabling
fibre unbundling and ensuring a competitive
playing field for all other retailers.
The Commission has said that it will develop guidance
on fibre equivalence and non-discrimination obligations
following concerns from some retailers about our proposed
pricing. This is expected in September 2020.
3.4 Copper withdrawal code
The Commission is developing a copper withdrawal code
that it aims to publish in September 2020. This will detail
the consumer protections and process that will regulate
when we’ll be permitted to stop providing copper services,
in areas where an equivalent fibre service is available.
Annual Report 202012
4.0
Making New Zealand
better
Infrastructure is at the heart of the delivery
of economic, environmental and social
sustainability. It’s also at the heart of
what we do. We’ve invested in substantial
upgrades of our communications
infrastructure for more than a decade,
enabling New Zealanders to access data at ever increasing
speeds and reduced latency. This investment means
New Zealand is one of just a few countries already well on
the way to becoming a Gigabit society.
• We completed an ADSL2+ fibre to the cabinet upgrade,
reaching 80% of the population, in 2012
• In partnership with Government, the Rural Broadband
Initiative between 2011-2016 connected fibre to rural
schools, hospitals and Vodafone towers. It also enabled
further expansion of our fibre to the cabinet and VDSL
footprint in rural areas.
• An upgrade to VDSL vectoring technology in 2018 gave
broadband speeds a further boost for tens of thousands
of homes across selected rural and urban areas
• Our fibre to the premises rollout began in 2011 and has
progressively extended gigabit speeds across larger towns
and cities. The UFB2 rollout is expanding this reach further
again, to hundreds of smaller communities, some with as
few as 50 premises.
Outside of these larger infrastructure projects, we’re
continually upgrading parts of our network as technology
evolves and changes in local demand, or investment barriers,
enable new investment. During FY20 we completed work
to remove the remaining first generation copper broadband
equipment serving some remote rural areas. This involved
laying 70 kilometres of fibre and installing about 160 VDSL
capable network nodes. Fibre was also extended to provincial
marae as part of a Government development project and we
built our first submarine fibre connection, to provide network
resiliency for Waiheke Island.
We continue to look for ways to bridge the challenging
economics of rural fibre investment. We collaborated with
a community near Akaroa, for example, to integrate the
extension of fibre with their waterpipe project. This was a
new model for us and helped connect about 40 homes.
Our network construction programmes
have been a significant source of
employment since 2011. However, the
biggest benefit is for New Zealand’s wider
economy over time. In 2012, Alcatel
Lucent’s Bell Labs estimated the rollout
of fibre could contribute more than $32 billion in economic
benefits to New Zealand over 20 years. A 2017 Sapere
Research Group study estimated the wider social benefits
from fibre uptake at about $2 billion annually. This was on
top of a $3 billion annual contribution business uptake could
make to Gross Domestic Product.
Businesses are making use of gigabit connectivity to innovate
and deliver new sustainable services both in New Zealand
and overseas. We’re continuing to enhance our products
to give businesses an added edge, with features such
as prioritised restoration. Our new Hyperfibre products,
offering 2Gbps and 4Gbps speeds, are unlocking a new
era of connectivity for customers such as film production
businesses who transfer large amounts of data.
Our network links communities across
New Zealand, providing the platform over
which a range of increasingly essential
digital services are delivered. Our work on
the Rural Broadband Initiative with Nokia,
for example, was recognised with the
Broadband Delivering Social Impact award at the Broadband
World Forum in FY19.
Broadband networks are set to play an even larger part in the
future of sustainable communities as technology evolves.
We’ve undertaken trials to explore how our infrastructure
may help develop the Internet of Things and other solutions
that make our communities more inclusive, safe and resilient.
This might include our cables connecting devices, such as
traffic lights and CCTV cameras, or it could involve the use
of our pole, cabinet and exchange assets as sites for other
network connectivity (e.g. mobile networks) and devices.
Education has been a major focus of our
work ever since schools were some of the
priority customers we first connected to
fibre by our urban and rural rollouts.
In recent years we’ve worked with
government organisations to explore
ways our network technology could bridge the digital divide
between those students who have broadband at home and
those who don’t. This has included trials using Wi-Fi access
points to enable students without home broadband to log in
to their local school network from home.
When COVID-19 forced the shutdown of schools across
New Zealand, our broadband network underpinned a rapid
transformation in education practices, as schooling was
shifted online. However, we were also concerned about
the effect an extended lockdown period could have on
the digital divide within school communities. We therefore
offered to switch our existing intact connections on for
We take a long term view of our network infrastructure investments and our people take pride in
delivering an asset for New Zealand’s ongoing social and economic betterment. The broadband
networks we build and maintain are closely aligned with the infrastructure-focused elements of the
United Nations Sustainable Development Goals.
Annual Report 202013
homes identified by the Ministry of Education as requiring
broadband for essential learning. About 10,000 homes have
been connected by retailers delivering broadband services
using our free wholesale connections. We’ve made this
service available for free for a six-month period.
COVID-19 has accelerated awareness of
how broadband can reduce the need for
carbon emitting activity. The widespread
availability of fibre means businesses
and employees throughout most of
New Zealand can adopt flexible work
options and video conferencing.
Faster adoption will magnify the potential environmental
benefits. The Energy Efficiency and Conservation Authority
has estimated if one in five New Zealanders opted to work
from home once a week, it would prevent 84 kilotonnes of
carbon dioxide entering the atmosphere annually. Swapping
business flights between Auckland and Wellington for an
online meeting could reduce transport emissions by another
65 kilotonnes.
We expect our investment in fibre to help us achieve an 80%
reduction in our scope 1 and 2 emissions, from our FY12 base
year, by 2030. The fibre network requires less electricity to
operate than our existing copper network and, as customers
migrate to fibre, we’ll begin to switch off some of the copper
network equipment. The fibre network will also require fewer
technician visits, leading to a reduction in vehicle related
emissions over time.
We’ve avoided a net cumulative 73 kilotonnes of
carbon dioxide equivalent emissions (CO2e) since FY12,
including Scope 3 emissions. Our FY20 emissions were
19 kilotonnes-CO2e, 44% lower than in FY12, with reductions
across all major sources. This included a reduction of
1 kilotonne of Scope 1 direct emissions, due to lower
generator diesel consumption and fewer refrigerant losses.
Scope 2 electricity emissions reduced by 5 kilotonnes
from our FY12 base year. Network electricity consumption
accounted for 89% of combined Scope 1 and 2 emissions.
Emission reductions were mainly due to a greening national
electricity grid and energy efficiency improvements.
The national grid has been over 80% renewable since 2015,
although carbon intensity has increased over the past
few years.
Scope 3 value chain emissions were 9 kilotonnes and have
halved since FY12. This is driven by reduced electricity
consumption by customers’ network located in our
exchanges. Our field service vehicle fleet, excluding
subcontractors, accounted for 56% of measured Scope
3 emissions. The COVID-19 lockdown and increased
videoconferencing meant our travel emissions were 40%
below base year levels.
0
10
5
15
Kilotonnes CO
2
e
Figure 9:
Scope 1 and 2 Emissions
Note: FY20 electricity emissions have been estimated in advance of the release of
government electricity generation and emission data. Service company fleet emissions
are included in Scope 3 value chain emissions because the vehicles are owned and
operated by third parties. Our FY19 reporting again achieved a B rating from CDP, a global
organisation that collects self-reported environmental information.
Electricity
Diesel generators
Refrigerant
Company vehicles
Natural gas
FY12FY13FY14FY15FY16FY17FY18FY19FY20
While enhanced broadband infrastructure
was previously acknowledged as helping
medical practitioners deliver telemedicine
for regional patients, no-one had envisaged
the degree to which COVID-19 would
normalise telemedicine as a solution for
urban medical practices. Hospitals and medical centres have
fibre readily available because they were priority customers
for our urban and rural fibre rollouts. We expect COVID-19 to
stimulate greater adoption of broadband-based technology
solutions for health purposes in the coming years.
For our own business, COVID-19 spurred an increased focus
on the mental wellbeing of our people while they were
required to work from home. We delivered webinars from
mental health experts and partnered with Mentemia, a local
online app providing mental health and wellbeing resources,
led by Sir John Kirwan. Our internal mental support network
increased the frequency of their meetings to provide peer
support and helped identify specific matters we could focus
our resources on. These included online fitness videos, a
working with children webinar, nutrition and mental health
motivation sessions.
We ran monthly engagement surveys through the
heightened Alert Levels. These helped us understand
employee wellbeing in greater detail and measure the
effectiveness of our COVID-19 response.
Annual Report 202014
4.1 Our people
We monitor employee engagement regularly as part of our
commitment to building an inspiring culture and improving
customer experience. We were pleased to grow employee
engagement from 7.6 out of 10 in FY19 to 8.5 in June 2020.
The increase in our employee net promoter score, from
+
28
to
+
67, puts us in the top 5% of our international ‘technology’
company benchmark. Our company values, culture and
concern for wellbeing continue to rate highly.
Our people said we responded appropriately to the
COVID-19 pandemic with an average score of 9.5 out of ten.
This reflected our comprehensive programme of work to
ensure people were informed and kept connected with each
other through an uncertain time. The nature of our business
meant we were able to rapidly transition to online working
from the start of the lockdown period. With an existing
flexible work policy and technology platforms that enable
remote working, we’re considering how we can continue to
improve the flexible options available for our people.
We continue to evolve our employee benefits programme
to help shape our culture. In addition to two wellbeing
leave days we’ve now launched a new parental leave policy
– Families@Chorus – that provides up to eight weeks paid
leave for all new parents.
Employees can also take a volunteer day each year
to undertake activities in their local community. About
2,700 volunteer days have been used since we began
the programme in FY13. Given the limitations created by
COVID-19 this year, employees who hadn’t used their
volunteer day could select a charity to receive the equivalent
of a day’s pay. This saw $207,000 donated amongst four
charities: Lifeline, Women’s Refuge, KidsCan and the
Porirua E-Learning Trust.
The structure of our organisation also underwent some
change this year as we began the transition from a build
to operate focus. We merged our Network and Field
Management team with our Customer Care team during the
year to reflect the changing nature of our work focus now that
the fibre rollout peak is behind us. This meant a reduction in
roles and we finished the year with 870 permanent and fixed
term employees, down from 918 at the end of FY19.
In November, we bade farewell to chief executive
Kate McKenzie when she returned home to Australia after
leading the company for almost three years. JB Rousselot
has stepped easily into the role from the Australian equivalent
of Chorus, NBN Co, where he previously held roles as Chief
Strategy Officer and oversaw network and service operations.
JB has a great mix of skills and telecommunications industry
experience, to help drive our focus on making the most of
our fibre network’s potential.
For more information on our people, see the Diversity &
Inclusion section on page 86.
4.2 Keeping communities connected
A large part of our everyday work is focused on providing a
stable and reliable network for customers. New Zealanders
place great reliance upon the availability of our network both
as a utility service for their daily lives and businesses, as well
as a critical lifeline service in times of emergency. Our people
and technicians often go the extra mile to keep communities
connected when extreme events occur.
The substantial investment we’ve made in deploying fibre
to the premises has increased our network’s resilience
to climate-related risks. Fibre is less susceptible to water
and lightning related faults than the cables and street-
based electronics in the copper network. This has been
demonstrated by low fibre fault volumes in extreme weather
events, including tornadoes and flooding.
Earthquakes remain a primary focus for our network resiliency
planning. In the past, network damage from large quakes was
largely restricted to localised copper cables, with minimal
damage to exchange buildings. We have a comprehensive
insurance programme typical of large scale infrastructure utilities,
covering all risks of physical damage and business interruption for
above ground assets. Specific cover is provided for earthquake
damage to underground cables in Auckland, Hamilton,
Wellington and Dunedin. We undertake probability based loss
estimate modelling to ensure that the policy limit covering
material damage and business interruption is adequate.
The average duration of network interruptions was 23 hours
across our fibre and copper network in FY20. This was within
our targeted service levels, but was up from 18 hours in FY19,
partly due to the effects of several large storm events. We met
our fibre service level targets as contracted with the Crown:
• Layer 1: actual downtime of 40 minutes vs limit of
120 minutes (FY19: 50 minutes)
• Layer 2: actual downtime of 1 minute vs limit of 30 minutes
(FY19: 1 minute)
We worked with and supported a wide range of groups and
organisations in FY20, including:
• industry and government organisations such as TUANZ,
InternetNZ, the Telecommunications Forum (TCF) and
Local Government New Zealand
• membership and initiatives with Business NZ and
Infrastructure NZ
• the creativebusinessnow.nz campaign, promoting New
Zealand’s creative media industry globally, in the wake of
COVID-19
• enabling online viewing of the Doc Edge 2020
documentary film festival for the first time, with subsidised
tickets, free short movies and free screenings for schools
• School Gateway Programmes, our fifth year of offering
insights into the telecommunications industry, with NCEA
credits, to groups of year 12 and 13 students in Auckland,
Wellington and Tauranga
• partnership with Squawk Squad to develop and grow their
digital education platform in NZ schools for an eight-week
programme on the environment and climate change
• providing community groups with technology-related gifts
as part of our Little Fibre Miracles initiative to mark the end
of phase one of our Ultra-Fast Broadband rollout
Annual Report 202015
• Digital Journey, a social enterprise that delivers digital
projects and initiatives to support businesses to deploy,
use, understand and benefit from digital services
• support for NZ TechWeek, with training seminars for
older consumers to learn the benefits of smart home
applications and broadband technology.
• partnership with Keep NZ Beautiful, local councils,
business associations and community beautification
groups to select about 120 of our street cabinets for
illustration by local artists
• a range of community support, learning and art
organisations that use subsidised space within our
exchange buildings.
As we approach the end of the UFB rollout we’re
concentrating on the transition that will be required in
the way we operate and maintain our network assets.
The volume of build work has begun declining with the end
of the UFB1 rollout. The volume of network faults requiring
technician support is also reducing as customers transition
from our copper network either to our fibre network, or
alternative fibre and wireless networks. With our fibre uptake
at 60%, the volume of new fibre installations required each
year is also expected to begin declining.
We work closely with our service company partners to
maintain our workforce at sustainable levels so we can
meet customer demand for fibre connections and deliver a
good customer experience. They have completed strategic
workforce plans for the expected decline in workforce
numbers as the UFB rollout winds down.
Fixed price contracts are in place for the remaining UFB2
network deployment and for subsequent connections to
customers. Contracts are in place through to March 2022
for maintenance of our copper and fibre networks, as well
as new fibre build outside our planned UFB areas.
4.3 Focus on our supply chain
We’re committed to doing the right thing by people working
on our behalf, including those workers who’ve come to
New Zealand to build a better life for themselves and their
families. We commissioned an independent review into
our subcontractor workforce in FY19, after the Labour
Inspectorate identified allegations ranging from poor labour
standard practice (e.g. poor record keeping, non-payment of
holiday pay) through to a small number of serious allegations
of exploitation.
The Board receives regular updates on the implementation
of initiatives recommended by the review. Action we’ve taken
so far includes:
• incorporating a supplier code of practice into key supply
contracts
• setting up a trust fund to support workers affected by
discontinued contractors
• establishing a worker welfare portal and independent
whistleblower process
• requiring subcontractors to complete training that ensures
awareness of minimum employment standards, along with
mandatory statutory declarations of compliance
• implementing some changes to payment codes and
processes to improve fairness and transparency
• barring 28 companies from working on our network, out of
approximately 800 subcontractors.
Contract
scope
Maintenance of copper
and fibre; fibre build
outside UFB areas
Connecting premises
to fibre
UFB2 network build
ContractorDowner
Visionstream
UCG
Visionstream
Broadspectrum
Electronet
Visionstream
Contract
period
Until
March 2022
Until
March 2022
Until
December 2022
Figure 10:
Service company contracts
Annual Report 202016
5.0
4.4 Health and safety
The health, safety and wellbeing of our people is paramount.
No business objective will be prioritised over the health or
safety of any person. This includes our direct employees
and the thousands of people working on our behalf to build,
connect and maintain our network. Our health and safety
focus extends to anyone who is in, or in the vicinity of,
our workplaces.
We’ve established an open reporting culture and work
with our contractors and suppliers to ensure their systems
and procedures meet our health and safety expectations.
Technicians must undergo induction training, including health
and safety, before conducting any work on our behalf.
Worker welfare was a priority for us as we developed our
response to the COVID-19 pandemic. We worked closely with
our service company partners to develop clear guidelines for
work that could be undertaken through the lockdown period
and kept customers informed of our focus on social distancing
practices. We also sourced and provided additional personal
protection kit to service companies.
0
1
2
3
4
5
6
Injury frequency rate
2.43
0.78
2.67
0.61
FY19FY18
TRIFRLTIFR
LTIFR: number of lost time injuries + medical treatment injuries
+ restricted work injuries divided by total work hours × 1,000,000
3.10
1.16
FY20
Figure 11:
Injury frequency rates FY19 – FY20
The volume of work performed, including our service
companies, reduced from 13 million work hours in FY19
to 10 million in FY20. This was due to a combination of the
end of the UFB1 rollout, changed installation processes and
the suspension of non-essential work during the
COVID-19 lockdown.
The Total Recordable Injury Frequency Rate (TRIFR) decreased
from 2.67 to 2.43 with an overall reduction in the number of
injuries requiring medical treatment. The main injuries were
sprains and strains and hand lacerations caused by manual
handling activity. There were no fatalities. Although the
number of lost time injuries remained stable year on year, the
reduction in work hours meant an increase in the Lost Time
Injury Frequency Rate (LTIFR) from 0.61* in to 0.78. Our results
are favourable when benchmarked with other infrastructure
companies, with the next closest result a TRIFR of 7.16 and LTIFR
of 2.69 (May 2020 results).
For FY21, we’re focusing our efforts on the continuous
improvement of governance and operational assurance.
Our approach is prioritised by our critical risks, such as vehicle
accidents and electricity network strikes when digging.
We’re benchmarking our assurance and management
activity against the three lines of defence risk management
methodology. The capabilities of our people and continued
collaboration with our service company partners to enhance
health and safety practices is a constant priority.
* FY19 LTIFR previously reported as 0.53 was updated to 0.61 following
reclassification of an incident
Annual Report 202017
assurance and feedback on our assessments and controls.
This includes testing our security incident responses and
liaising with New Zealand’s National Cyber Security Centre
on advanced cyber threats. We have insurances for key
cybersecurity risks.
We recorded no material cybersecurity incidents or privacy
complaints from regulatory bodies in FY20.
4.6 Waste and recycling
We have an extensive waste minimisation process for
network activities. In FY20, we recovered 195 tonnes of
waste ducting from our fibre rollout for re-use in the local
manufacturing of new duct. About 37 tonnes of redundant
metal network components were recovered for recycling.
About 24 tonnes of batteries and 4 tonnes of e-waste
were diverted from landfill. We recorded no significant
environmental incidents during the year.
4.5 Cybersecurity and privacy
As a wholesale network operator, rather than a retailer,
we don’t bill consumers directly for broadband or phone
services. This means we hold very limited consumer
information. For the information we do hold, we adhere
to the requirements of the New Zealand Privacy Act. The
Telecommunications Information Privacy Code (2003) also
stipulates that we must not collect telecommunications
information except in limited exceptional circumstances.
We provide our people with annual information security
and awareness training.
Our Board receives comprehensive cybersecurity reports
every six months, with interim updates as required. We
have detailed policies, processes, and registers to ensure
cybersecurity is addressed through technology selection,
network delivery practices, and ongoing operations and
protection of our IT systems. We undertake regular reviews,
including external audits and ad-hoc reviews, to provide
Annual Report 202018
5.0
Outlook
COVID-19 has both underlined broadband’s
role as an essential utility, while also increasing
global appreciation of the true value of a fibre
network. We’re thankful that New Zealand
made infrastructure choices a decade ago that
have allowed us to be in the enviable position
of having already deployed fibre to most
New Zealanders. This has meant that demand for
our services has continued to be strong, despite
the wider economic impact of the pandemic.
We’re hopeful this demand continues and we’ll
keep considering ways we can support the wider
community and economy beyond the various
initiatives we’ve already undertaken.
With the UFB rollout winding down, our focus is all about
connecting more New Zealanders to fibre. We’ve put this at
the top of our strategic focus with a target of 1 million fibre
connections by 2022. This is a substantial step up from the
751,000 connections we have today, but we know the socio-
economic benefits of fibre connectivity make it a worthwhile
goal. The sustainability of our business rests on making
New Zealand better, by bridging digital divides and enabling
work, education and creativity through better broadband.
It’s reflected too in one of the four pillars of our strategy: to
win in our core fibre business. In FY21, you can expect to
see us continuing to lift our activity as an active wholesaler.
We’ll be knocking on a whole lot more doors and providing
targeted incentives to retailers and customers to sustain the
connection momentum we’ve built up over the last year.
We know there will be increased competitive intensity as mobile
network operators seek to leverage their own 5G investments,
but we have the utmost confidence in our product. As the
Commerce Commission has shown through its reporting,
fixed line services clearly outperform shared wireless networks
on key measures such as latency and concurrent streaming
on multiple devices. We believe recent COVID-19 experiences
and the shift to more home-based work mean Kiwis will value
unlimited data and rock solid broadband like never before.
Although the Commerce Commission is expected to publish
a copper withdrawal code before the end of 2020, we’re not
going to switch copper off overnight. There’ll be lengthy notice
requirements that we’ll need to follow and we’ll take a careful,
considered and consumer-centric approach. As we’ve said
before, it will only be where fibre is already available, and on a
localised street-by-street basis. Consumers should, therefore,
be aware that suggestions of needing to immediately change
networks because of a ‘pending shutdown of copper’ may not
be correct. Many retailers provide services across our copper
and fibre network, so consumers might wish to shop around by
visiting websites like www.broadbandcompare.co.nz.
The gradual withdrawal of copper services is linked closely
with another of our strategic pillars, the optimisation of
our non-fibre assets. As our network becomes increasingly
fibre-centric we’re looking closely at the assets we need
to deliver services into the future. We’ve already begun to
dispose of non-essential network sites and are reshaping
our investment programmes to better reflect ongoing local
demand. The removal of legacy broadband equipment
from our network should also start to reduce ongoing
maintenance and electricity costs.
At the same time, we keep exploring opportunities to grow
new revenues. Our innovation programme has successfully
identified several initiatives that we’ve moved through to
product stage, such as our edge centre facilities and the
impending launch of a Wi-Fi service using our latest in-
home fibre network devices. We have more ideas in the
pipeline, including exploring the opportunities created by
technology developments like the latest Wi-Fi standard,
Wi-Fi 6. As technology and consumer demands evolve,
we’re conscious too of the need to look for potential new
partnerships and wholesale customers that might deliver
innovative new services for consumers.
Annual Report 202019
The changes to our strategic focus are of course occurring
against the backdrop of our shift from building to operating
our new fibre network, and the shift to becoming a regulated
utility from January 2022. While these aren’t immediate
changes, they’re already shaping the way we think about
Chorus’ future operating model. We know, for example,
that we’ll need to develop core utility functions such as
compliance and asset management that are subtly different
from the way we’ve traditionally operated. Our organisation
and our service company partners will also need to keep
evolving as the fibre rollout winds down and we no longer
have to operate a copper and fibre network side by side.
Underpinning this all, is of course the expectation of a clear
and certain regulatory environment that supports ongoing
infrastructure investment. We, and many investors, continue
to advocate for a fair return that respects the risks taken in
the first decade of our partnership with Government and
the longer-term nature of our investment. As we’ve said
previously, while the Commission’s November 2019 draft
decision was an improvement on its earlier views, there
is still a significant gap between retrospective economic
assumptions and commercial reality. Under the current
proposed settings, investors will not consider UFB a model
for the successful transformation of more New Zealand
infrastructure.
We know too that investors are rightly interested in more clarity
of our future dividend intentions, given the constraints on past
returns through the UFB investment cycle. Our intention is that
in FY22 we’ll transition to a more utility-like dividend policy,
based on a pay-out range of free cash flow. This transition
period will be moderated by the need to balance our BBB
credit rating with the ongoing investment needed to complete
the UFB rollout and fibre connections. In the meantime, we’ve
provided more commentary on our proposed approach in
the full year results presentation, as well as guidance of a FY21
dividend of 25 cents per share.
Our strategic focus
Annual Report 202020
Annual Report 202021
Management
commentary
22 In summary
23 Revenue commentary
24 Expenditure commentary
28 Capital expenditure commentary
29 Long term capital management
Annual Report 202022
2020
$M
2019
$M
Operating revenue 959 970
Operating expenses (311) (334)
Earnings before interest, income tax, depreciation and amortisation 648 636
Depreciation and amortisation (402) (393)
Earnings before interest and income tax 246 243
Net finance expense (173) (165)
Net earnings before income tax 73 78
Income tax expense (21) (25)
Net earnings for the year 52 53
In summary
1 Excludes free education connections provided as part of Chorus’ COVID-19 response.
We report earnings before interest, income tax, depreciation
and amortisation (EBITDA) of $648 million for the year ended
30 June 2020 (FY20), an increase of $12 million on the prior
year (FY19). Net earnings decreased by $1 million year on year.
The FY20 results reflect the positive benefits of a continued
decline in network maintenance costs and a reduction in
annual regulatory levies. However, there was also a net
$12 million impact to EBITDA from the COVID-19 lockdown.
We responded to the broader effect of COVID-19 on our
industry and community with funding for a range of support
initiatives, while work restrictions reduced both maintenance
and capitalisable work.
Depreciation has increased, reflecting the continued rollout
of our network partially offset by older software assets
coming to the end of their useful lives. There has been a
net increase in finance expense due to an overlap in debt,
between the new Euro Medium Term Notes (EMTN) issued in
December 2019 and the old EMTN repaid in April 2020. This
increase is also due to a full year of interest being incurred on
the NZD Bond issued in December 2018.
Capital expenditure of $663 million was above the revised
FY20 guidance range of $610 million to $650 million,
because of a faster than expected resumption of fibre
installations after the lockdown period ended.The significant
decrease from FY19 capital expenditure of $804 million was
due to the conclusion of the UFB1 rollout in December 2019,
ongoing reductions in copper network spend, as well as the
reduced activity during the COVID-19 lockdown period.
We will pay a final dividend of 14 cents per share on
12 October 2020 and the dividend reinvestment plan will
be available.
Connections
30 Jun 2020
Connections
31 Dec 2019
Connections
30 Jun 2019
Fibre broadband (GPON)740,000681,000599,000
Fibre premium (P2P)11,00012,00011,000
Copper VDSL221,000242,000270,000
Copper ADSL245,000283,000327,000
Data services over copper4,0004,0005,000
Unbundled copper15,00018,00024,000
Baseband copper179,000192,000214,000
Total fixed line connections
1
1,415,0001,432,0001,450,000
Management commentary
Annual Report 202023
Revenue commentary
2020
$M
2019
$M
Fibre broadband (GPON)393294
Fibre premium (P2P)7374
Copper based voice82106
Copper based broadband271344
Data services over copper1618
Value added network services2930
Infrastructure2424
Field services products6574
Other66
Total revenue959970
Revenue overview
Our product portfolio encompasses a broad range of
wholesale broadband, data and voice services across a
mix of regulated and commercial products. Revenues of
$959 million decreased from FY19 revenues of $970 million.
This largely reflected a reduction of 35,000 total fixed
line connections from FY19, as customers migrated to
alternative fibre and wireless networks. These line losses
were predominantly copper based voice connections and
were partly offset by an increase of 10,000 broadband
connections over the year, together with increases in average
revenue per user across our fibre broadband services.
Fibre broadband (GPON)
Fibre broadband revenues continue to grow as customers
migrate to our growing fibre network and broadband
penetration increases. Fibre broadband connections grew by
24% to 740,000, with about 69% of connections on 100/20
Mbps plans, down from 71% in FY19. Uptake of 1 Gbps plans
grew from 10% to 16% throughout the year, driven by our
incentive campaigns to promote higher speed plans. This
revenue category was also impacted by $1 million of relief
provided by Chorus to customers for their losses incurred
over the COVID-19 lockdown.
Fibre premium (P2P)
Fibre premium (point to point) revenues remained in line
with FY19. Direct Fibre Access Service and other backhaul
connections grew to 5,600 and 2,100 connections
respectively, largely offsetting ongoing reductions in
legacy point to point connections.
Copper based voice
Copper based voice revenues continue to decline as
customers migrate to either a fibre based connection on our
network, or to alternative fibre and wireless networks. The
pace of decline slowed from 54,000 baseband copper lines
in FY19 to 35,000 in FY20. Unbundled copper connections
declined at the same rate as the prior year.
Data services over copper
Data services over copper connections continued to decline
as retailers transition business customers from legacy
services to cheaper fibre based services, either on our fibre
network, or on alternative local and CBD fibre networks.
Copper based broadband
Copper based broadband revenue continues to decline as
customers migrate from our ADSL and VDSL broadband
services to either our fibre network, or alternative fibre and
wireless networks. This revenue category was also impacted
by $1 million of relief provided by Chorus to customers for
their losses incurred over the COVID-19 lockdown.
Annual Report 202024
Value added network services
Value added network services revenue declined slightly in
FY20. The main driver for this revenue category is national
data transport services, which provide network connectivity
across legacy backhaul links and aggregation handover links.
Infrastructure
Infrastructure revenues remained flat year on year. While
there was ongoing growth in demand for commercial
co-location, this was largely offset by a reduction in demand
for unbundled copper access space in exchanges.
Field services
Field services revenue reduced by $9 million relative to FY19,
due to reduced demand across a range of field services.
These included copper-based installations, new property
developments and roadworks, as well as the effect of
COVID-19 restrictions on field activity.
Other
Other income largely consisted of revenue generated from
the provision of billing and network management services to
Spark, and settlements.
Expenditure commentary
Operating expenses
2020
$M
2019
$M
Labour8074
Network maintenance6475
Other network costs2933
Information technology4750
Rent and rates1313
Property maintenance1217
Electricity1517
Provisioning56
Insurance33
Consultants97
Regulatory levies716
Other2723
Total operating expenses311334
Total operating expenses were $311 million in FY20,
a 7% reduction from $334 million in FY19. This reflected
our continued focus on reducing overall costs,
supported by the network maintenance benefits of
an increasingly fibre-centric customer base and a net
reduction in regulatory related costs. These savings
were partly offset by COVID-19 cost impacts.
Labour
Labour of $80 million represented staff costs that were not
capitalised. At 30 June 2020 we had 870 employees, a 5%
decrease from 30 June 2019 of 918 employees. These staff
reductions were due to the conclusion of the UFB1 fibre
rollout and the resulting merger of our Network and Field
Management team with our Customer Care team.
However, labour costs increased by $6 million from FY19
due to:
• COVID-19 related reductions in capitalisable activity and
an increase in annual leave provisions; and
• Additional staff and contractors required to support our
transition to the new regulated utility framework.
Labour costs and the associated overheads in relation to the
UFB build and connect activity are capitalised. As this activity
reduces over time, we expect the related labour cost savings
to be largely capital in nature.
Annual Report 202025
Network maintenance
Network maintenance costs reduced by $11 million from
FY19. This was due to fewer network faults and technician
visits as a result of a number of factors, including:
• Very dry weather conditions in the upper North Island for
much of FY20;
• An ongoing decrease in fault volumes as more customers
are connected to the newer fibre network and our total
connection numbers reduce; and
• A reduction in reported faults and third party damage to
the network through COVID-19 alert levels 3 and 4.
While the volume of technician visits reduced, the average
cost per fault increased with a higher mix of higher cost
faults on our fibre street network.
Other network
Other network costs are variable year to year and include
a range of costs associated with service partner contracts,
fibre access from third parties, roadworks projects, fibre
order cancellations and network spares. In FY20, these costs
included approximately $5 million in payments to service
companies for COVID-19 support. Total costs were lower due
to reduced activity and outgoings across a range of areas.
Information technology
Information technology costs were down $3 million
compared to FY19. The ongoing replacement of legacy
shared systems with our own in-house solutions has
achieved lower maintenance and support costs.
Rent and rates
Rent and rates costs relate to the operation of our network
estate including exchanges, radio sites and roadside cabinets.
These costs include rates that are levied on network assets
both above and below ground. Increases in rates expenditure
for FY20 have largely been offset by reductions in building
operating costs.
Property maintenance
Property maintenance costs decreased in FY20, as FY19 costs
included deferred maintenance activity and the COVID-19
lockdown prevented some programmed work from being
undertaken in FY20.
Electricity
Electricity costs decreased in FY20 due to lower electricity
prices and consumption. About 50% of our electricity
requirements have been hedged, with a current end date of
June 2022.
Provisoning
Provisioning represents costs to provide connection services
that are unable to be capitalised. These costs are reducing as
the level of copper related activity reduces.
Consultants
Consultant costs increased by $2 million from FY19 as
we engaged consultants to provide advice and support
implementing the new regulated utility framework applying
to our fibre access network from January 2022.
Regulatory levies
Regulatory levies reduced by $9 million compared to FY19.
This reflected a reduction in our share of the FY18/19
Telecommunications Development Levy and confirmation
that our contribution will reduce further for the FY19/20
period when the total industry levy reduces from $50 million
to $10 million.
Other
Other costs include expenditure on general costs such as
advertising, telecommunications, travel, training and legal
fees. These increased by $4 million in FY20, mainly as a result
of increased marketing expenses to support our copper to
fibre migration initiatives.
Annual Report 202026
Depreciation and amortisation
2020
$M
2019
$M
Estimated
useful life (years)
Weighted average
useful life (years)
Fibre cables103902020
Ducts, manholes and poles544820-5049
Copper cables606110-3022
Cabinets37415-2017
Property15155-5025
Network electronics62602-2510
Right of use assets141310-5027
Other1–2-106
Less: Crown funding (27) (25)
Total depreciation319303
Amortisation
Software
49 562-105
Other intangibles––6-3522
Customer retention 34 34 0-44
Total amortisation8390
The weighted average useful life represents the useful life in
each category weighted by the net book value of the assets.
During FY20, $663 million of expenditure on network and
intangible assets was capitalised. The ‘UFB communal’ and
‘Fibre connections and fibre layer 2’ included in ‘fibre’ capital
expenditure was largely capitalised against the network
assets categories of fibre cables (45%) and ducts, poles and
manholes (40%). The average depreciation rate for UFB
communal infrastructure spend is based on an estimated life
of 40 years, reflecting the very high proportion of long life
assets being constructed.
Software and other intangibles largely consist of the software
components of billing, provisioning and operational systems,
including spend on Spark-owned systems.
We expect that incremental costs incurred in acquiring new
contracts with new and existing customers are recoverable.
These costs are capitalised as customer retention assets.
Capitalised customer retention assets are amortised against
expenses when related revenues are recognised, either
upfront or over the life of the contract (currently estimated to
be within a maximum of four years). In FY20, the amount of
amortisation was $34 million and there was no impairment in
relation to the costs capitalised.
Our depreciation profile is expected to reflect the greater mix
of longer dated UFB assets we’ve been building since 2011.
The offset of Crown funding against depreciation is expected
to increase over time until the UFB build is completed in
December 2022 and the contracted Crown funding is
received. The associated amortisation credit to depreciation
will continue to increase accordingly.
Annual Report 202027
Finance income and expense
(Income)/expense
2020
$M
2019
$M
Finance income (12) (10)
Interest on syndicated bank facility 5 5
Interest on EMTN – GBP 40 53
Interest on EMTN – EUR 44 39
Interest on fixed rate NZD bonds 40 31
Other interest expense 27 26
Capitalised interest (3) (4)
Interest costs 153 150
Fair value adjustment on interest rate swaps not in hedge relationship - (3)
Ineffective portion of changes in fair value of cash flow hedges 3 6
Total finance expenses excluding CIP securities (notional) interest 156 153
CIP securities (notional) interest 29 22
Total finance expense 185 175
Finance income is higher in FY20 as the proceeds from the
December 2019 EUR denominated Euro Medium Term Notes
(EMTN) and the December 2018 NZD Bond were held on
term deposit, until required for repayment of the GBP EMTN.
Interest costs increased by $3 million year on year. This was
due to the new EUR 300 million EMTN issued in December
2019, and a full year’s interest being paid on the $500 million
NZD fixed rate bonds issued in December 2018. The increase
was partly offset by the reduction in the GBP EMTN interest
expense, following repayment of the debt in April 2020.
The weighted effective interest rate on debt has reduced to
5.16% (FY19: 5.75%).
Other interest expense includes lease interest of $21 million
(FY19: $20 million), $5 million amortisation (FY19: $3 million)
arising from the difference between fair value and proceeds
realised from interest rate swap resets, and a $1 million
one-off expense in FY20 for restructuring forward dated
interest rate swaps (FY19: $2 million). Notional interest on
Crown Infrastructure Partners (CIP) securities also increased
as Crown funding continued to grow.
At a minimum, we aim to maintain 50% of our debt
obligations at a fixed rate of interest. We have fully hedged
the foreign exchange exposure on the EUR EMTNs with cross
currency interest rate swaps. A portion of the floating interest
on the EUR cross currency interest rate swaps has been
hedged using interest rate swap instruments.
Ineffectiveness
The GBP EMTN hedging relationship was reset with a fair
value of $49 million on 9 December 2013, following the
close out of the interest rate swaps relating to the EMTN.
This amount was being amortised over the life of the
derivative and flowed as ineffectiveness in the income
statement. In FY20, the remaining balance of $2 million
(FY19: $6 million) flowed through as ineffectiveness, closing
out this derivative instrument.
The foreign exchange exposure on the EUR EMTNs has been
fully hedged and interest rate exposure partially hedged.
For hedge accounting purposes the hedging relationships
consist of a fair value hedge and two cash flow hedges.
The interest rate exposure on the ten-year resettable NZD
bond from December 2023 has also been fully hedged.
Provided that the hedges remain effective, any future gains
or losses will be processed through the hedge reserve. Minor
differences in the hedged values will flow to finance expense
in the income statement over the life of the derivatives as
ineffectiveness. Neither the direction,nor the rate of the
impact on the income statement can be predicted as it is
influenced by external market factors. In FY20, ineffectiveness
was $1 million (FY19: nil) across these hedge relationships.
Taxation
The FY20 effective tax rate is 29% (FY19: 32%). The reduction
from FY19 is due to the re-introduction of building
depreciation for tax, which resulted in a one-off reduction
to tax expense of $5 million. This was a government initiative
to provide tax relief in response to the COVID-19 pandemic,
refer to the taxation note in the FY20 financial statements
(note 14) for further details. The effective tax rate is higher
than the NZ company tax rate of 28% due to permanent
differences between tax and accounting. Ongoing permanent
differences arise from the tax treatment of CIP securities and
Crown funding for the Rural Broadband Initiative (RBI).
The accounting interest and depreciation credit recognised
in the Income statement in relation to CIP securities are
non-taxable, as confirmed via binding rulings issued by
Inland Revenue. RBI assets were funded by non-taxable
government grants. The accounting amortisation of RBI
government grants and RBI accounting depreciation
recognised in the Income statement are non-taxable and
tax depreciation is not claimed.
Annual Report 202028
Capital expenditure commentary
2020
$M
2019
$M
Fibre548664
Copper5581
Common6059
Gross capital expenditure663804
Gross capital expenditure for FY20 was $663 million. This
was $141 million lower than FY19 gross capital expenditure
spend. Fibre spend reduced significantly following the
conclusion of the UFB1 rollout in December 2019 and
the cessation of field work due to COVID-19 lockdown
restrictions. Copper-related expenditure reduced by 32% year
on year.
Fibre capital expenditure
2020
$M
2019
$M
UFB communal170245
Fibre connections and fibre layer 2
1
282308
Fibre products and systems1417
Other fibre connections and growth6265
Customer retention2029
Total fibre capital expenditure548664
Fibre capital expenditure included spend specifically focused
on fibre assets and represented approximately 83% of our
FY20 gross capital expenditure, consistent with FY19.
The cost of the deployment of the UFB communal network
for FY20 was $170 million, including about $145 million for
the UFB2 rollout (FY19: $105 million).
The average cost per UFB1 brownfields premises passed
during the year was $1,558, within FY20 guidance of $1,500
to $1,600.
Fibre connections and layer 2 spend was $282 million. About
167,000 fibre installations were completed nationwide, with
27,000 for UFB2 customers. This activity was a reduction
from 186,000 installations in FY19, largely due to COVID-19
lockdown restrictions.
About $60 million was provided in upfront investment for
‘backbone’ network to enable the connection of multiple
customers located along rights of way and multi-dwelling
units.
The average cost per premises connected (CPPC) in UFB1
areas was $1,022
2
, which was at the lower end of the FY20
guidance range of $1,000 to $1,150. The CPPC in UFB2
areas was $1,190
2
. This was in line with the lower end of UFB2
programme guidance, which includes layer 2 and service desk
costs, and backbone costs for multi-dwelling units and rights
of way with 10 or fewer premises.
Customer retention costs decreased by $9 million because
of COVID-19 restrictions on connection activity which
impacted planned targeted incentive campaigns.
1 Layer 2 equipment, such as gigabit capable passive optical network ports, is installed ahead of demand as the UFB footprint expands.
2 Excluding layer 2 and backbone costs for multi-dwelling units and rights of way, and including standard installations and some non-standard single
dwellings and service desk costs.
Copper capital expenditure
2020
$M
2019
$M
Network sustain3144
Copper connections12
Copper layer 2712
Product fixed–1
Customer retention1622
Total copper capital expenditure5581
Annual Report 202029
Copper capital expenditure decreased by $26 million
from FY19 reflecting the lower spend required as customer
numbers on our copper network reduce.
Network sustain spend decreased by $13 million as we
realigned proactive copper network spend to reflect fibre
uptake and weather-driven network replacement reduced.
Copper layer 2 spend reduced year on year because FY19
included additional investment in network capacity for the
Rugby World Cup.
Customer retention costs reduced by $6 million in line with
declining uptake of copper broadband.
Common capital expenditure
2020
$M
2019
$M
Information technology4334
Building and engineering services1722
Other–3
Total common capital expenditure6059
Information technology increased by $9 million as we
developed integrated provisioning and assure platforms to
support simplification and better customer outcomes.
Building and engineering services decreased by $5 million as
COVID-19 restrictions delayed planned work.
Contributions to capital expenditure
We received $7 million in contributions towards our gross
capital expenditure. These contributions are included as part
of Crown funding and represent instances where central or
local government authorities asked us to relocate or rebuild
existing network.
Long term capital management
We will pay a final dividend of 14 cents per share on
12 October 2020 to all holders registered at 5.00pm
15 September 2020. The shares will be quoted on an
ex-dividend basis from 14 September 2020. The dividends
paid will be fully imputed, at a ratio of 28/72, in line with
the corporate income tax rate. In addition, a supplementary
dividend of 2.47 cents per share will be payable to
shareholders who are not resident in New Zealand.
The dividend reinvestment plan will remain in place for
the final dividend at a discount rate of 2%. Shareholders
who have previously elected to participate in the dividend
reinvestment plan do not need to take any further action.
For those shareholders who wish to participate, election
notices to participate must be received by 5.00pm (NZ time)
on 16 September 2020.
For FY21, Chorus expects to pay a dividend of 25 cents
per share, subject to no material adverse changes in
circumstance or outlook.
The Board’s expectation is that, from FY22, Chorus will
transition to a dividend policy based on a pay-out range of
free cash flow.
The NZD Bond $400 million is due for repayment in
May 2021, and is therefore a current liability. Refinancing
of this bond is planned for FY21. If refinancing was not
achievable for any reason, bank debt facilities of $550 million
are available as an alternative option to use for repayment
($30 million drawn down at 30 June 2020).
The Board considers that a ‘BBB’ or equivalent credit rating
is appropriate for a company such as Chorus. It intends
to maintain capital management and financial policies
consistent with these credit ratings. At 30 June 2020, we had
a long term credit rating of BBB/stable outlook by Standard &
Poor’s and Baa2/stable by Moody’s Investors Service.
Annual Report 202030
Annual Report 202031
Financial
statements
32 Independent auditor’s report
35 Income statement
35 Statement of comprehensive income
36 Statement of financial position
37 Statement of changes in equity
38 Statement of cash flows
40 Notes to the financial statements
Annual Report 202032
Independent auditor’s report
To the shareholders of Chorus Limited
Report on the consolidated financial statements
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with
Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New
Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (‘IESBA Code’), and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in
the Auditor’s responsibilities for the audit of the consolidated
financial statements section of our report.
Our firm has also provided other services to the Group in
relation to regulatory audit services, tax compliance services
and other assurance and advisory services. Subject to certain
restrictions, partners and employees of our firm may also
deal with the Group on normal terms within the ordinary
course of trading activities of the business of the Group.
These matters have not impaired our independence as
auditor of the Group. The firm has no other relationship with,
or interest in, the Group.
Materiality
The scope of our audit was influenced by our application of
materiality. Materiality helped us to determine the nature,
timing and extent of our audit procedures and to evaluate
the effect of misstatements, both individually and on the
consolidated financial statements as a whole. The materiality
for the consolidated financial statements as a whole was set
at $8.7 million, determined with reference to a benchmark
of Group revenue. We chose the benchmark because, in our
view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements in the current period.
We summarise below those matters and our key audit
procedures to address those matters in order that the
shareholders as a body may better understand the process
by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose
of our statutory audit opinion on the consolidated financial
statements as a whole and we do not express discrete
opinions on separate elements of the consolidated financial
statements.
The key audit matterHow the matter was addressed in our audit
Capitalisation of assets
Refer to Note 1 to the Financial Statements.
During the year ended 30 June 2020 the Group has
$620 million in network asset additions as it continues
with its purpose of bringing better broadband to New
Zealanders. Capitalisation of these costs and useful lives
assigned to these assets are a key audit matter due to the
significance of network assets to the Group’s business, and
due to the judgement involved in the:
Our audit procedures included:
—Examining that the controls to recognise capital projects in the fixed
asset register and the approval of the asset life annual review are
effective.
—Assessing the nature of costs incurred in capital projects by checking
a sample of costs to invoice to determine whether the description of
the expenditure met the capitalisation criteria.
Opinion
In our opinion, the accompanying consolidated financial
statements of Chorus Limited (the ’company’) and its
subsidiaries (the ‘Group’) on pages 35 to 67:
i. present fairly in all material respects the Group’s financial
position as at 30 June 2020, its financial performance
and cash flows for the year ended on that date; and
ii. comply with New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS) and International
Financial Reporting Standards.
We have audited the accompanying consolidated financial
statements which comprise:
— the consolidated statement of financial position as at
30 June 2020;
— the consolidated income statement, statements of other
comprehensive income, changes in equity and cash
flows for the year then ended; and
— notes, including a summary of significant accounting
policies and other explanatory information.
Annual Report 202033
The key audit matterHow the matter was addressed in our audit
Capitalisation of assets (continued)
—decision to capitalise or expense costs relating to
the network. This decision depends on whether
the expenditure is considered to enhance network
capability (and therefore capital), or to maintain the
current operating capability of the network (and
therefore an expense);
—estimation of the stage of completion of assets under
construction; and
—estimation of the useful life of the asset once the costs
are capitalised. There is also judgment when estimating
asset lives due to the uncertainty of the impact of
technological change .
—Evaluating a sample of assets under construction in which no costs
had been incurred in the final three months of the financial reporting
period. We challenged the status of those assets under construction
to determine whether they remained appropriately capitalised.
—Assessing, on a sample basis, whether the accruals recorded
for assets under construction were calculated in accordance
with the progress of construction and the arrangements with
external suppliers.
—Assessing the useful economic lives of the assets, by comparing
to our knowledge of the business and its operations and industry
benchmarks.
Chorus funding
Refer to Notes 4, 6, 7 and 19 to the Financial Statements.
The CIP securities and interest rate derivatives are a key
audit matter due to their significance to the Group’s
consolidated statement of financial position. There is
complexity and judgement involved in determining the
appropriate valuation and accounting treatment for the
interest rate derivatives and the CIP securities.
Our audit procedures to assess the valuation and accounting treatment
for the Group’s interest rate derivatives and CIP securities included:
—Our financial instrument specialists re-valuing all interest rate
derivatives using valuation models and inputs independent from
those utilised by management.
—Evaluating the hedge effectiveness of the interest rate derivatives
hedging the GBP and EUR denominated Euro Medium Term Notes.
In both instances, our financial instrument specialists assessed the
effectiveness of these hedges by independently modelling the future
changes in the value of these instruments to assess whether the
underlying derivatives were effective.
—Assessing the accounting treatment of the CIP securities. We read
the underlying loan agreement and analysed the various features of
the loan agreement to determine whether the CIP securities were a
debt or equity instrument.
—Evaluating the valuation of the CIP securities. Our valuation
specialists assessed the methodology used by management for
determining the amounts allocated to debt and government grant.
—Assessing the inputs used in the valuation of the CIP securities. On
a sample basis we compared interest rates and credit spreads to
independent sources of information to determine an acceptable
range of valuation inputs.
Revenue recognition
Refer to Note 9 to the Financial Statements.
Accuracy of revenue is considered to be a key audit matter
due to the nature of the underlying billing processes that
existed following the Chorus demerger from Spark in 2011.
There are certain legacy products where the billing is based
on network consumption which cannot be easily linked to
a physical end user connection. There is a risk that revenue
billed on this basis may be disputed by Chorus’ customers
who have a different view of their consumption of the
Chorus network.
Our audit procedures included:
—Evaluating the Group’s recognition of revenue by assessing any
revenue disputes recorded in the industry’s dispute reporting tool
by Chorus customers. We compared the disputes raised by Chorus
customers to the revenue recorded by Chorus and checked a
sample of settled disputes to the final settlement agreements.
—Independently confirming the accuracy of a sample of outstanding
debtor balances with Chorus customers.
—Agreeing a sample of revenue adjustments recorded during the year
to authorised credit notes.
Other information
The Directors, on behalf of the Group, are responsible for
the other information included in the entity’s Annual Report.
Other information includes Chorus’ operating, market
and regulatory overviews, management commentary and
disclosures relating to corporate governance and statutory
information. Our opinion on the consolidated financial
statements does not cover any other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or
otherwise appears materially misstated. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Annual Report 202034
Use of this independent auditor’s report
This independent auditor’s report is made solely to the
shareholders as a body. Our audit work has been undertaken
so that we might state to the shareholders those matters we
are required to state to them in the independent auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the shareholders as a body for our
audit work, this independent auditor’s report, or any of the
opinions we have formed.
Responsibilities of the Directors for the
consolidated financial statements
The Directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated
financial statements in accordance with generally
accepted accounting practice in New Zealand (being New
Zealand Equivalents to International Financial Reporting
Standards);
— implementing necessary internal control to enable
the preparation of a consolidated set of financial
statements that is fairly presented and free from material
misstatement, whether due to fraud or error; and
—
assessing the ability to continue as a going concern. This
includes disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless they either intend to liquidate or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the consolidated financial statements
Our objective is:
— to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes
our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of
these consolidated financial statements is located at the
External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this
independent auditor’s report is Ed Louden.
For and on behalf of
KPMG
Wellington
24 August 2020
Annual Report 202035
Income statement
For the year ended 30 June 2020
(Dollars in millions)Notes
2020
$M
2019
$M
Operating revenue9959 970
Operating expenses10(311)(334)
Earnings before interest, income tax, depreciation and amortisation648 636
Depreciation1(319)(303)
Amortisation2(83)(90)
Earnings before interest and income tax246 243
Finance income12 10
Finance expense4(185)(175)
Net earnings before income tax73 78
Income tax expense14(21)(25)
Net earnings for the year52 53
Earnings per share
Basic earnings per share (dollars)
170.12 0.12
Diluted earnings per share (dollars)170.10 0.10
Statement of comprehensive income
For the year ended 30 June 2020
(Dollars in millions)Note
2020
$M
2019
$M
Net earnings for the year52 53
Other comprehensive income
Items that will be reclassified subsequently to Income statement
when specific conditions are met net of tax
Movements in effective cash flow hedges
19(28)(45)
Amortisation of de-designated cash flow hedges transferred to Income statement19(3) (2)
Movement in cost of hedging reserve193 –
Other comprehensive income net of tax(28)(47)
Total comprehensive income for the year net of tax24 6
The accompanying notes are an integral part of these financial statements.
Annual Report 202036
Statement of financial position
As at 30 June 2020
(Dollars in millions)Notes
2020
$M
2019
$M
Current assets
Cash and call deposits
15–273
Income tax receivable20 11
Trade and other receivables11140 140
Derivative financial instruments192 3
Finance lease receivable53 6
Total current assets165 433
Non-current assets
Derivative financial instruments
1993 56
Trade and other receivables111 7
Deferred tax receivable14116 101
Customer retention assets356 61
Software and other intangible assets2159 137
Network assets15,052 4,823
Total non-current assets5,477 5,185
Total assets5,642 5,618
Current liabilities
Cash overdraft
155 –
Trade and other payables12279 360
Income tax payable–2
Lease payable59 8
Derivative financial instruments19–197
Debt4430 491
Total current liabilities excluding Crown funding723 1,058
Crown funding726 25
Total current liabilities749 1,083
Non-current liabilities
Trade and other payables
123 –
Deferred tax payable14350 326
Derivative financial instruments19148 91
Lease payable5257 246
Debt41,892 1,741
Total non-current liabilities excluding CIP and Crown funding2,650 2,404
Crown Infrastructure Partners (CIP) securities6461 355
Crown funding7855 797
Total non-current liabilities3,966 3,556
Total liabilities4,715 4,639
Equity
Share capital
16666 638
Reserves19(111)(83)
Retained earnings372 424
Tot al e quit y 927 979
Total liabilities and equity5,642 5,618
The accompanying notes are an integral part of these financial statements.
The financial statements are approved and signed on behalf of the Board.
Patrick Strange
Chair
Authorised for issue on 24 August 2020
Mark Cross
Chair, Audit and Risk Management Committee
Annual Report 202037
Statement of changes in equity
For the year ended 30 June 2020
(Dollars in millions)Notes
Share capital
$M
Retained
earnings
$M
Hedging-related
reserves
$M
Total
$M
Balance at 1 July 2018590 468 (36)1,022
Comprehensive income
Net earnings for the year
–53 –53
Other comprehensive income
Movement in cash flow hedge reserve
19––(45)(45)
Amortisation of de-designated cash flow hedges transferred to
income statement
19––(2)(2)
Total comprehensive income–53 (47)6
Contributions by and (distributions to) owners:
Dividends
16–(97)–(97)
Supplementary dividends–(12)–(12)
Tax credit on supplementary dividends–12 –12
Dividend reinvestment plan1648 ––48
Total transactions with owners48 (97)–(49)
Balance at 30 June 2019638 424 (83)979
Comprehensive income
Net earnings for the year
–52 –52
Other comprehensive income
Movement in cash flow hedge reserve
19––(28)(28)
Amortisation of de-designated cash flow hedges transferred to
income statement
19––(3) (3)
Movement in cost of hedging reserve19––3 3
Total comprehensive income–52 (28)24
Contributions by and (distributions to) owners:
Dividends
16–(104)–(104)
Supplementary dividends–(12)–(12)
Tax credit on supplementary dividends–12 –12
Dividend reinvestment plan1628 ––28
Total transactions with owners28 (104)–(76)
Balance at 30 June 2020666 372 (111)927
The accompanying notes are an integral part of these financial statements.
Annual Report 202038
Statement of cash flows
For the year ended 30 June 2020
(Dollars in millions)Notes
2020
$M
2019
$M
Cash flows from operating activities
Cash was provided from/(applied to):
Cash received from customers
940 966
Finance income12 1
Payment to suppliers and employees(329)(339)
Taxation paid (12)(3)
Interest paid(137)(129)
Net cash flows provided from operating activities474 496
Cash flows applied to investing activities
Cash was applied to:
Purchase of network and intangible assets
(679)(806)
Capitalised interest paid(3)(4)
Net cash flows applied to investing activities(682)(810)
Cash flows from financing activities
Cash was provided from/(applied to):
Net outflow from leases
(23)(21)
Crown funding (including CIP securities)162 167
Proceeds from debt 544 500
Repayment of debt(677)(60)
Dividends paid(76)(49)
Net cash flows applied to financing activities(70)537
Net cash flows(278)223
Cash at the beginning of the year273 50
Cash at the end of the year15(5)273
Reconciliation of net earnings to net cash flows from operating activities
(Dollars in millions)Notes
2020
$M
2019
$M
Net earnings for the year52 53
Adjustment for:
Depreciation charged on network assets
1346 328
Amortisation of Crown funding1(27)(25)
Amortisation of software and other intangible assets249 56
Amortisation of customer retention assets340 35
Deferred income tax 1411 18
Ineffective portion of changes in fair value of cash flow hedges43 6
Amortisation of non cash finance expenses(5)(3)
CIP securities (notional) interest429 22
Other(7)2
491 492
Change in current assets and liabilities:
Decrease/(increase) in trade and other receivables
116 (4)
(Decrease)/increase in trade payables12(12)5
(Increase) / decrease in tax receivable(9)4
Decrease in tax liability(2)(1)
(17)4
Net cash flows from operating activities474 496
The accompanying notes are an integral part of these financial statements.
Annual Report 202039
Reconciliation of movements of liabilities to cash flows arising from financing activities
(Dollars in millions)
Debt
$M
Crown funding
$M
CIP securities
$M
Lease payable (net)
$M
Share capital
$M
Retained earnings
$M
Balance at 1 July 20181,807758273238590468
Movements from cash flows
Payment of lease liabilities
–––(21)––
Proceeds from funding5009572–––
Proceeds from repayment of borrowings(60)–––––
Dividends paid–––––(49)
Total changes from financing cash flows4409572(21)–(49)
Non-cash movements
Movements in fair value
(including foreign exchange rates)
(10)–––––
Transaction costs and amortisation
related to financing
(5)(25)22–––
Accruals–(6)(12)–––
Dividend reinvestment plan––––48(48)
Lease additions–––31––
Net earnings for the year ended 30 June 2019–––––53
Balance at 30 June 20192,232822355248638424
Movements from cash flows
Payment of lease liabilities
–––(23)––
Proceeds from funding5448577–––
Repayment of borrowings(677)–––––
Dividends paid–––––(76)
Total changes from financing cash flows(133)8577(23)–(76)
Non-cash movements
Movements in fair value
(including foreign exchange rates)
224–––––
Transaction costs and amortisation
related to financing
(1)(29)29–––
Accruals–3––––
Dividend reinvestment plan––––28(28)
Lease additions–––38––
Net earnings for the year ended 30 June 2020–––––52
Balance at 30 June 20202,322881461263666372
The accompanying notes are an integral part of these financial statements.
Annual Report 202040
Notes to the financial statements
Reporting entity and statutory base
Chorus includes Chorus Limited together with its subsidiaries.
Chorus is New Zealand’s largest fixed line communications
infrastructure business. It maintains and builds a network
predominantly made up of fibre and copper cables, local
telephone exchanges and cabinets.
Chorus Limited is a profit-oriented company registered in
New Zealand under the Companies Act 1993 and is a
FMC Reporting Entity for the purposes of the Financial Markets
Conduct Act 2013. Chorus Limited was established as a
standalone, publicly listed entity on 1 December 2011, upon its
demerger from Spark New Zealand Limited (Spark, previously
Telecom Corporation of New Zealand Limited). The demerger
was a condition of an agreement with Crown Infrastructure
Partners Limited (previously Crown Fibre Holdings) to enable
Chorus Limited to provide the majority of the Crown’s Ultra-Fast
Broadband (UFB). Chorus Limited is listed and its ordinary shares
are quoted on the NZX main board equity security market
(NZX Main Board) and on the Australian Stock Exchange (ASX)
and has bonds quoted on the NZX and ASX debt markets.
American Depositary Shares, each representing five ordinary
shares (and evidenced by American Depositary Receipts), are
not listed but are traded on the over-the-counter market in the
United States.
These financial statements have been prepared in accordance
with Generally Accepted Accounting Practice in New Zealand
(NZ GAAP) and Part 7 of the Financial Markets Conduct Act 2013.
They comply with New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS) as appropriate for
profit-oriented entities, and with International Financial
Reporting Standards.
These financial statements are expressed in New Zealand dollars.
All financial information has been rounded to the nearest million,
unless otherwise stated.
The measurement basis adopted in the preparation of
these financial statements is historical cost, modified by the
revaluation of financial instruments as identified in the specific
accounting policies below and the accompanying notes.
The Directors have considered the impact of the COVID-19
pandemic on these financial statements and note no material
impact to the going concern basis on which they are prepared.
Accounting policies and standards
Accounting policies that summarise the measurement basis
used which are relevant to the understanding of the financial
statements are provided throughout the accompanying notes.
The accounting policies adopted and methods of computation
have been applied consistently throughout the periods
presented in these financial statements.
Reclassification and re-statement of comparatives
Where management have reclassified items in the financial
statements, the related comparative disclosures have been
adjusted to provide a like-for-like comparison.
Accounting estimates and judgements
In preparing the financial statements, management has made
estimates and assumptions about the future that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the period. Actual results could differ from
those estimates.
Estimates and assumptions are continually evaluated and
are based on experience and other factors, including
macro-economic and market factors, and expectations of future
events that may have an impact on Chorus. All judgements,
estimates, and assumptions are believed to be reasonable based
on the most current set of circumstances available to Chorus.
The principal areas of judgement in preparing these financial
statements are set out below.
Network assets (note 1)
Assessing the carrying value of network assets for impairment
considerations which includes assessing the appropriateness
of useful life and residual value estimates of network assets,
the physical condition of the asset, technological advances,
regulation and expected disposal proceeds from the future sale
of the asset.
Customer retention assets (note 3)
Assessing the carrying value of customer retention assets
for impairment considerations which includes assessing the
appropriateness of useful life, contract terms, revenue and
customer connections data.
Crown Infrastructure Partners (CIP) securities (note 6)
Determining the fair value of the CIP securities requires
assumptions on expected future cash flows and discount rates
based on future long dated swap curves.
Financial risk management (note 19 & 20)
Accounting judgements have been made in determining hedge
designation and the fair value of derivatives and borrowings. The
fair value of derivatives and borrowing are determined based on
valuation models that use forward-looking estimates and market
observable data, to the extent that it is available.
Annual Report 202041
Note 1 – Network assets
In the Statement of financial position, network assets are stated
at cost less accumulated depreciation and any accumulated
impairment losses. The cost of additions to network assets
and work in progress constructed by Chorus includes the
cost of all materials used in construction, direct labour costs
specifically associated with construction, interest costs that are
attributable to the asset, resource management consent costs
and attributable overheads.
Repairs and maintenance costs are recognised in the Income
statement as incurred. If the useful life of the asset is extended or
the asset is enhanced then the associated costs are capitalised.
Estimating useful lives and residual values of network assets
The determination of the appropriate useful life for a particular
asset requires management to make judgements about,
amongst other factors, the expected period of service potential
of the asset, the likelihood of the asset becoming obsolete as a
result of technological advances, and the likelihood of Chorus
ceasing to use the asset in business operations.
Where an item of network assets comprises major components
having different useful lives, the components are accounted for
as separate items of network assets.
Where the remaining useful lives or recoverable values have
diminished due to technological, regulatory or market condition
changes, depreciation is accelerated. The assets’ residual values,
useful lives, and methods of depreciation are reviewed annually
and adjusted prospectively, if appropriate.
Depreciation is charged on a straight-line basis to write down
the cost of network assets to their estimated residual value over
their estimated useful life.
Estimated useful lives are as follows:
Fibre cables20 years
Ducts, manholes and poles20–50 years
Copper cables10–30 years
Cabinets5–20 years
Property5–50 years
Network electronics2–25 years
Right of use (leases)10–50 years
Other2–10 years
Other network assets include motor vehicles, test instruments
and tools and plant.
Any future adverse impacts arising from assessing the carrying
value or lives of network assets could lead to future impairment
losses or increases in depreciation charges that could affect
future earnings.
An item of network assets and any significant part is
derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Where network
assets are disposed of, the profit or loss recognised in the
Income statement is calculated as the difference between the
sale price and the carrying value of the asset.
Leased assets and corresponding liabilities are recognised as
‘right of use’ assets and depreciated over the life of the lease.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange
rates as at the dates of the initial transactions.
Land and work in progress are not depreciated. Work in progress
is reviewed on a regular basis to ensure that costs represent
future assets.
Annual Report 202042
Note 1 – Network assets (cont.)
30 June 2020
Fibre
cables
$M
Ducts,
manholes,
and poles
$M
Copper
cables
$M
Cabinets
$M
Property
$M
Network
electronics
$M
Right of
use assets
$M
Other
$M
Work in
progress
$M
Total
$M
Cost
Balance at 1 July 2019
2,0442,4982,3946614201,778275521510,290
Additions2312561532175613–248868
Disposals––––(2)(23)–––(25)
Transfers from work in progress––––––––(297)(297)
Other1–––––4––5
Balance at 30 June 20202,2762,7542,4096934351,811292516610,841
Accumulated depreciation
Balance at 1 July 2019
(627)(605)(1,988)(436)(262)(1,497)(50)(2)–(5,467)
Depreciation(103)(54)(60)(37)(15)(62)(14)(1)–(346)
Disposals––––222–––24
Other1––––––(1)––
Balance at 30 June 2020(729)(659)(2,048)(473)(275)(1,537)(64)(4)–(5,789)
Net carrying amount1 ,5472,09536122016027422811665,052
30 June 2019
Fibre
cables
$M
Ducts,
manholes,
and poles
$M
Copper
cables
$M
Cabinets
$M
Property
$M
Network
electronics
$M
Right of
use assets
$M
Other
$M
Work in
progress
$M
Total
$M
Cost
Balance at 1 July 2018
1,7822,2282,3846204041,73526152079,626
Additions2632701741208116–7111,419
Disposals(1)–(7)–(6)(38)(2)––(54)
Transfers from work in progress––––––––(708)(708)
Other––––2–––57
Balance at 30 June 20192,0442,4982,3946614201,778275521510,290
Accumulated depreciation
Balance at 1 July 2018
(538)(557)(1,934)(395)(251)(1,475)(35)(2)–(5,187)
Depreciation(90)(48)(61)(41)(15)(60)(13)––(328)
Disposals1–7–538(2)––49
Other––––(1)––––(1)
Balance at 30 June 2019(627)(605)(1,988)(436)(262)(1,497)(50)(2)–(5,467)
Net carrying amount1,4171,89340622515828122532154,823
There are no restrictions on Chorus’ network assets or any network assets pledged as securities for liabilities. At 30 June 2020 the
contractual commitments for acquisition and construction of the network assets was $196 million (30 June 2019: $300 million).
Annual Report 202043
Note 1 – Network assets (cont.)
Depreciation
2020
$M
2019
$M
Depreciation charged on network assets346328
Crown funding(27)(25)
Total depreciation319303
Chorus receives funding from the Crown to finance the
capital expenditure associated with the development of the
UFB network, rural broadband services and other services.
Where funding is used to construct assets, it is offset against
depreciation over the life of the assets constructed.
Refer to note 7 for information on Crown funding.
Property exchanges
Chorus has leased exchange space and commercial co-location
space owned by Spark which is subject to lease arrangements
(included within right of use assets). Chorus in turn leases
exchange space and commercial co-location space owned by
Chorus to Spark under a finance lease arrangement.
For sites that it does not own, Chorus recognises its share of
the assets based on occupancy percentage, as well as a liability
for the future payments due. For sites that it does own, Chorus
derecognises the share of the asset used by Spark, as well as
recognising a receivable for the future receipts due.
Impairment
The carrying amounts of non-financial assets including network
assets, software and other intangibles and customer retention
assets are reviewed at the end of each reporting period for any
indicators of impairment.
If any such indication exists, the recoverable amount of the
asset is estimated. An impairment loss is recognised in earnings
whenever the carrying amount of an asset exceeds its estimated
recoverable amount. Should the conditions that gave rise to the
impairment loss no longer exist, and the assets are no longer
considered to be impaired, a reversal of an impairment loss
would be recognised immediately in earnings. In the period to
30 June 2020, there was no impairment in relation to the costs
capitalised (30 June 2019: no impairment).
The recoverable amount is the greater of an assets value in use
and fair value less costs to sell. Chorus’ assets do not generate
independent cash flows and are therefore assessed from a single
cash-generating unit perspective. In assessing the recoverable
amount, the estimates of future cash flows are discounted to
their net present value using a discount rate that reflects current
market assessments of the time value of money and the risks
specific to the business.
Capitalised interest
Finance costs are capitalised on qualifying items of network
assets and software assets at an annualised rate of 5.8%
(30 June 2019: 6.0%). Interest is capitalised over the period
required to complete the assets and prepare them for their
intended use. In the current year finance costs totalling
$3 million (30 June 2019: $4 million) have been capitalised
against network assets and software assets.
Right of use assets
Fibre cables
$M
Ducts, manholes,
and poles
$M
Property
$M
Total
$M
Balance 1 July 2018 (net)9 26 191 226
Additions1 10 516
Relinquishments––(4)(4)
Depreciation charge(1)(2)(10)(13)
Balance at 30 June 20199 34 182 225
Additions–10 7 17
Depreciation charge–(2)(12)(14)
Balance at 30 June 20209 42 177 228
Right of use assets are the present value of leases held by Chorus
as a lessee, as defined in the accounting policies. Leases are
capitalised at the present value of the minimum lease payments
at inception of the lease.
Chorus has applied a single discount rate to a portfolio of leases
across the two main portfolios of leases (‘Property’ and ‘Ducts,
manholes, and poles’) due to the long term usage nature of
the underlying assets used to service the same network. This is
reflective of the longer term nature of infrastructure assets.
The nature of these assets are similar enough that borrowing
rates on commercial debt would not change asset to asset.
The incremental borrowing rate is reviewed annually.
Annual Report 202044
Note 2 – Software and other intangible assets
Software and other intangible assets are initially measured
at cost. The direct costs associated with the development of
network and business software for internal use are capitalised
where project success is probable and the capitalisation
criteria is met. Following initial recognition, software and
other intangible assets are stated at cost less accumulated
amortisation and impairment losses. Software and other
intangible assets with a finite life are amortised from the date the
asset is ready for use on a straight-line basis over its estimated
useful life which is as follows:
Software2–10 years
Other intangibles 6–35 years
Other intangibles mainly consist of land easements.
Where estimated useful lives or recoverable values have
diminished due to technological change or market conditions,
amortisation is accelerated.
There are no restrictions on software and other intangible assets,
or any intangible assets pledged as securities for liabilities.
30 June 2020
Software
$M
Other intangibles
$M
Work in progress
$M
Total
$M
Cost
Balance at 1 July 2019
752623781
Additions52–69121
Disposals(16)––(16)
Transfers from work in progress––(50)(50)
Balance at 30 June 2020788642836
Accumulated amortisation
Balance at 1 July 2019
(643)(1)–(644)
Amortisation(49)––(49)
Disposals16––16
Balance at 30 June 2020(676)(1)–(677)
Net carrying amount112542159
30 June 2019
Software
$M
Other intangibles
$M
Work in progress
$M
Total
$M
Cost
Balance at 1 July 2018
694628728
Additions58–53111
Disposals––––
Transfers from work in progress––(58)(58)
Balance at 30 June 2019752623781
Accumulated amortisation
Balance at 1 July 2018
(587)(1)–(588)
Amortisation(56)––(56)
Disposals––––
Balance at 30 June 2019(643)(1)–(644)
Net carrying amount109523137
At 30 June 2020 the contractual commitment for acquisition of software and other intangible assets was $8 million (30 June 2019:
$9 million).
Amortisation
Note
2020
$M
2019
$M
Amortisation charged on software and intangible assets49 56
Amortisation charged on customer retention assets334 34
Total amortisation83 90
Annual Report 202045
Note 3 – Customer retention assets
Customer retention costs are incremental costs incurred in
acquiring new contracts with new and existing customers
that Chorus expects are recoverable and are capitalised
as customer retention assets. Following initial recognition,
customer retention assets are stated at cost less accumulated
amortisation and impairment losses. Customer retention
assets have a finite life and are amortised from the month that
costs are capitalised on a straight-line basis over the average
connection life which is as follows:
New connections and migrations0–4 years
Customer incentives1 year
30 June 2020
New connections
and migrations
$M
Customer
incentives
$M
Total
$M
Cost
Balance at 1 July 2019
145 5 150
Additions31 4 35
Balance at 30 June 2020176 9 185
Accumulated amortisation
Balance at 1 July 2019
(88)(1)(89)
Amortisation(34)(6)(40)
Balance at 30 June 2020(122)(7)(129)
Net carrying amount54 2 56
30 June 2019
New connections
and migrations
$M
Customer
incentives
$M
Total
$M
Cost
Balance at 1 July 2018
96 –96
Additions49 5 54
Balance at 30 June 2019145 5 150
Accumulated amortisation
Balance at 1 July 2018
(54)–(54)
Amortisation(34)(1)(35)
Balance at 30 June 2019(88)(1)(89)
Net carrying amount57 4 61
Amortisation of customer retention assets
Customer retention assets are amortised to the Income statement, either as amortisation expense or operating revenue, based on
the nature of the specific costs capitalised.
Note
2020
$M
2019
$M
Amortised to amortisation expense234 34
Amortised to operating revenue6 1
Total customer retention assets amortisation40 35
Annual Report 202046
Note 4 – Debt
Debt is classified as non-current liabilities except for those with
maturities less than 12 months from the reporting date, which
are classified as current liabilities.
Debt is initially measured at fair value, less any transaction costs
that are directly attributable to the issue of the instruments.
Debt is subsequently measured at amortised cost using the
effective interest method. Some borrowings are designated in
fair value hedge relationships, which means that any change in
market interest and foreign exchange rates result in a change in
the fair value adjustment on that debt.
The weighted effective interest rate on debt including the effect of
derivative financial instruments was 5.16% (30 June 2019: 5.75%).
Due date
2020
$M
2019
$M
Syndicated bank facilitiesSep 202030 –
Euro medium term notes GBPApr 2020–491
Euro medium term notes EUROct 2023883 858
Euro medium term notes EURDec 2026527 –
Fixed rate NZD BondsMay 2021400 400
Fixed rate NZD BondsDec 2028500 500
Less: facility fees(18)(17)
Total Debt2,322 2,232
Current430 491
Non-current1,892 1 ,741
Syndicated bank facilities
As at 30 June 2020 Chorus had $550 million committed
syndicated facilities on market standard terms and conditions
(30 June 2019: $550 million). In April 2020, $490 million of
facilities were extended by a year.
The facilities are split into 3 tranches:
• $60 million which expires in May 2022. At 30 June 2020 there
was $5 million drawn down on this tranche.
• $290 million which now expires in May 2023. At 30 June 2020
there was $25 million drawn down on this tranche.
• $200 million which now expires in May 2025.
The amount undrawn of the syndicated bank facilities that
are available for future operating activities is $520 million
(30 June 2019: $550 million). The syndicated bank facilities are
held with bank and institutional counterparties rated - A to AAA,
based on rating agency Standard & Poor’s ratings.
Euro Medium Term Notes (EMTN)
Face valueInterest rate
2020
$M
2019
$M
GBP 260 million6.75%–491
EUR 500 million1.13%883 858
EUR 300 million0.88%527 –
Chorus has in place cross currency interest rate swaps to hedge
the foreign currency exposure to the EMTN. The cross currency
interest rate swaps entitle Chorus to receive EUR principal and
EUR fixed coupon payments for NZD principal and NZD floating
interest payments. The EUR cross currency interest rate swaps
are partially hedged for the NZD interest payments using interest
rate swaps (notional amount $800 million).
For the GBP EMTN cross currency interest rate swaps, the
floating interest rate exposure on the NZD interest payments
were hedged using interest rate swaps. The EUR 500 EMTN cross
currency interest rate swaps are partially hedged for the
NZD interest payments using interest rate swaps (notional
amount $500 million). The EUR 300 cross currency interest rate
swaps are also partially hedged for the NZD interest payments
using an interest rate swap (notional amount $300 million).
The following table reconciles EMTN at hedged rates to EMTN
carrying value based on spot rates, as reported under NZ IFRS.
EMTN at hedged rates is a non-GAAP measure and is not defined
by NZ IFRS:
2020
EUR 300
$M
2019
EUR 300
$M
2020
EUR 500
$M
2019
EUR 500
$M
2020
GBP
$M
2019
GBP
$M
EMTN (at carrying value)527–883858–491
Impact of fair value hedge(5)–(12)(12)––
Impact of hedged rates used(8)–(86)(61)–186
EMTN at hedged rates514–785785–677
Annual Report 202047
Note 4 – Debt (cont.)
The fair value of EMTN, calculated based on the present value
of future principal and interest cash flows, discounted at market
interest rates at balance date, was $881 million (30 June 2019:
$882 million) compared to a carrying value of $883 million
(30 June 2019: $858 million) for the EUR 500 EMTN; $539 million
(30 June 2019: nil) compared to a carrying value of $527 million
(30 June 2019: nil) for the EUR 300 EMTN; and nil fair value and
carrying value (30 June 2019: $518 million, $491 million) for the
GBP EMTN at balance date. This fair value has been determined
using Level 2 of the fair value hierarchy as described in note 20.
Fixed rate NZD bonds
Due dateInterest rate
2020
$M
2019
$M
Fixed rate NZD Bonds May 20214.12%400 400
Fixed rate NZD Bonds Dec 20284.35%500 500
Total fixed rate NZD bonds900 900
At 30 June 2020, Chorus had $900 million of unsecured, unsubordinated debt securities (30 June 2019: $900 million).
Schedule of maturities
2020
$M
2019
$M
Current430 491
Due one to two years–400
Due two to three years––
Due three to four years883 –
Due four to five years–858
Due over five years1,027 500
Total due 2,340 2,249
Less: facility fees(18)(17)
2,322 2,232
No debt has been secured against assets. However, there are
financial covenants and event of default triggers, as defined
in the various debt agreements. During the current year
Chorus complied with the requirements set out in its financing
agreements (30 June 2019: complied).
Refer to note 20 for information on financial risk management.
Finance expense
2020
$M
2019
$M
Interest on syndicated bank facility5 5
Interest on EMTN - GBP40 53
Interest on EMTN - EUR44 39
Interest on fixed rate NZD bonds40 31
Fair value adjustment on interest rate swap not in hedge relationship–(3)
Ineffective portion of changes in fair value of cash flow hedges3 6
Other interest expense27 26
Capitalised interest(3)(4)
Total finance expense excluding CIP securities (notional) interest156 153
CIP securities (notional) interest29 22
Total finance expense185 175
Other interest expense includes $21 million lease interest expense
(30 June 2019: $20 million), $5 million of amortisation arising
from the difference between fair value and proceeds realised
from the swaps reset (30 June 2019: $3 million), $1 million cost to
restructure interest rate swaps (30 June 2019: $2 million).
The GBP EMTN hedging relationship was reset with a fair value
of $49 million on 9 December 2013 following the close out of
the interest rate swaps relating to the EMTN. Ineffectiveness of
$2 million (30 June 2019: $6 million) flowed through interest
expense relating to the amortisation of this reset. The GBP EMTN
was repaid and settled on 6 April 2020 and all related amounts held
in the cash flow hedge reserve flowed to the Income statement
over the life of the debt (30 June 2019: $2 million remained).
Annual Report 202048
Note 4 – Debt (cont.)
As long as the existing hedge relationships remain effective,
any future gains or losses will be processed through the hedge
equity reserves. Minor differences in the hedged values will flow
to finance expense in the income statement over the life of the
derivatives as ineffectiveness. Neither the direction, nor the rate
of the impact on the income statement can be predicted as it is
influenced by external market factors. Ineffectiveness was
$1 million (30 June 2019: nil) across the other hedge
relationships (refer note 19).
Note 5 – Leases
Chorus is a lessee and lessor of certain network assets under
lease arrangements. For all leases Chorus recognises assets and
liabilities in the Statement of financial position, except those
determined to be short-term or low value. On inception of a new
lease, the lease payable is measured at the present value of the
remaining lease payments, discounted at Chorus’ incremental
borrowing rate at that date. Practical expedients within
NZ IFRS 16 Leases have been applied to allow a single discount
rate to a portfolio of leases with similar characteristics. Lease
costs are recognised through interest expense over the life of the
lease. The corresponding right of use asset incurs depreciation
over the estimated useful life of the asset.
Lease Liabilities
2020
$M
2019
$M
Liabilities
Maturity analysis - contractual discounted cash flows
Less than one year
98
Between one and five years3630
More than five years221216
Total lease payable266254
Current98
Non-current257246
2020
$M
2019
$M
Amounts recognised in Income statement:
Interest on lease payable
2120
Amounts recognised in Statement of cash flows:
Principal payments (net)
(8)(2)
Lease interest (net)(15)(19)
Extension options
Most leases contain extension options exercisable by Chorus
up to one year before the end of the non-cancellable contract
period. Where practicable, Chorus seeks to include extension
options in new leases to provide operational flexibility.
The extension options held are exercisable only by Chorus and
not by the lessors. Chorus assesses at lease commencement
whether it is reasonably certain the extension options will be
exercised, and where it is reasonably certain, the extension
period has been included in the lease liability calculation.
Chorus reassesses whether it is reasonably certain to exercise
the options if there is a significant event or significant change in
circumstances within its control.
Lease liabilities recognised
(discounted)
2020
$M
Potential future lease
payments not included in
lease liabilities (discounted)
2020
$M
Lease liabilities recognised
(discounted)
2019
$M
Potential future lease
payments not included in
lease liabilities (discounted)
2019
$M
Fibre cables9–10–
Ducts, manholes and poles451351
Property212–209–
Total Lease Payable266254
Other leases
Chorus also leases IT equipment with contract terms of one to
three years. These leases are of low value. Chorus has elected not
to recognise right of use assets and lease liabilities for these leases.
Lease receivable
Chorus has leased exchange space and commercial co-location
space owned by Spark. Chorus in turn leases exchange space
and commercial co-location space to Spark under finance lease
arrangements. The term of the leases varies from three to ten
years and include rights of renewal.
Annual Report 202049
The full term has been used in the calculation of finance lease
receivables as it is likely due to the specialised nature of the
buildings that the leases will be renewed to the maximum
term. The payable and receivable under these finance lease
arrangements are net settled in cash.
Lease income from lease contracts in which Chorus acts as a
lessor is as below:
2020
$M
2019
$M
Finance leases
Finance income on the net investment in the lease
38
The following table sets out a maturity analysis of lease payments receivable:
2020
$M
2019
$M
Less than one year36
One to two years–4
Total lease receivable310
Non-current lease payables are shown net of non-current lease receivable.
Note 6 – Crown Infrastructure Partners (CIP) securities
Ultra-Fast Broadband (UFB)
Chorus receives Crown funding to finance construction costs
associated with the development of the UFB network. For the
first phase of the UFB network build (UFB1) Chorus received
funding at a rate of $1,118 for every premises passed (as
certified by CIP), in return Chorus issued CIP equity securities,
CIP debt securities and CIP warrants. The equity and debt
securities had an issue price of $1 and were issued on a 50:50
basis. For each premises passed, $559 of equity securities
and $559 of debt securities were issued and Chorus received
$1,118 funding in return. CIP warrants were issued for nil value.
UFB1 build was completed in December 2019 to a total value
of $924 million funding received. This was slightly below the
$929 million allowed for under the programme, because small
infill developments did not meet the programme criteria for CIP
funding. As at 30 June 2020, there have been 827,000 premises
passed and tested by CIP under UFB1 (30 June 2019: 761,000).
For the second phase of the UFB network build (UFB2 and
UFB2+), there are five different funding rates applied, at an
average rate of $1,828 for every premises passed (as certified by
CIP). In return for the CIP funding, CIP equity and debt securities
will be issued on very similar terms as UFB1 securities. Chorus
can elect the mix of securities to be issued (up to a maximum
of $189 million equity securities for UFB2). There are no CIP
warrants in relation to UFB2 and UFB2+ funding. The total
committed funding available for Chorus for the second phase is
expected to be $409 million. As at 30 June 2020, for UFB2 and
UFB2+ there have been 83,000 premises passed and tested by
CIP (30 June 2019: UFB2 and UFB2+ 36,000).
The CIP equity and debt securities are recognised initially
at fair value plus any directly attributable transaction costs.
Subsequently, they are measured at amortised cost using the
effective interest method. The fair value is derived by discounting
the equity securities and debt securities per premises passed by
the effective rate based on market rates. The difference between
funding received and the fair value of the securities is recognised
as Crown funding. Over time, the CIP debt and equity securities
increase to face value and the Crown funding is released against
depreciation and reduces to nil.
CIP equity securities
CIP equity securities are a class of non-interest bearing security
that carry no right to vote at meetings of holders of Chorus
ordinary shares but entitle the holder to a preferential right to
repayment on liquidation and additional rights that relate to
Chorus’ performance under its construction contract with CIP.
Dividends will become payable on a portion of the CIP equity
securities from 2025 (2030 for UFB2 and UFB2+) onwards,
with the portion of CIP equity securities that attract dividends
increasing over time.
CIP equity securities can be redeemed by Chorus at any time by
payment of the issue price or issue of new ordinary shares (at a
5% discount to the 20-day volume weighted average price) to
the holder. In limited circumstances CIP equity securities may be
converted by the holder into voting preference or ordinary shares.
The CIP equity securities are required to be disclosed as a liability
until the liability component of the compound instrument expires.
Note 5 – Leases (cont.)
Annual Report 202050
CIP debt securities
CIP debt securities are unsecured, non-interest bearing and
carry no voting rights at meetings of holders of Chorus ordinary
shares. Chorus is required to redeem the CIP debt securities
in tranches from 2025 (2030 for UFB2 and UFB2+) to 2036 by
repaying the face value to the holder.
The principal amount of CIP debt securities consists of a senior
portion and a subordinated portion. The senior portion ranks
equally with all other unsecured, unsubordinated creditors of
Chorus, and has the benefit of any negative pledge covenant
that may be contained in any of Chorus’ debt arrangements.
The subordinated portion ranks below all other Chorus
indebtedness but above ordinary shares of Chorus. The initial
value of the senior portion is the present value (using a discount
rate of 8.5%) of the sum repayable on the CIP debt securities, and
the initial subordinated portion will be the difference between
the issue price of the CIP debt security and the value of the
senior portion.
CIP warrants
Chorus issues warrants to CIP for nil consideration along with
each tranche of CIP equity securities. Each CIP warrant gives CIP
the right, on a specified exercise date, to purchase at a set strike
price a Chorus share to be issued by Chorus. The strike price
for a CIP warrant is based on a total shareholder return of 16%
per annum on Chorus shares over the period December 2011 to
June 2036.
At 30 June 2020, Chorus had issued a total 14,216,213 warrants
which had a fair value and carrying value that approximated
zero (30 June 2019: 12,544,286 warrants issued). The number of
fibre connections made by 30 June 2020 impacts the number
of warrants that could be exercised. Because fibre connections
already exceed 20% before 30 June 2020, the number of
warrants that would be able to be exercised is 14,216,213
(30 June 2019: 12,544,286).
At 30 June 2020, the component parts of debt and equity
instruments including notional interest were:
20202019
CIP debt
securities
$M
CIP equity
securities
$M
Total CIP
securities
$M
CIP debt
securities
$M
CIP equity
securities
$M
Total CIP
securities
$M
Fair value on initial recognition
Balance at 1 July
15412928313291223
Additional securities recognised
at fair value
225577223860
Balance at 30 June176184360154129283
Accumulated notional interest
Balance at 1 July
363672262450
Notional interest131629101222
Balance at 30 June4952101363672
Total CIP securities225236461190165355
The fair value of CIP debt securities at balance date was
$287 million (30 June 2019: $248 million) compared to a
carrying value of $225 million (30 June 2019: $190 million).
The fair value of CIP equity securities at balance date was
$291 million (30 June 2019: $235 million) compared to a carrying
value of $236 million (30 June 2019: $165 million). The fair value
has been calculated using discount rates from market rates at
balance date and using Level 2 of the fair value hierarchy as
described in note 20.
Key assumptions in calculations on initial recognition
On initial recognition, the discount rate between 4.49% to 6.90%
(30 June 2019: 4.64% to 8.49%) for the CIP equity securities
and 2.50% to 6.90% (30 June 2019: 3.42% to 6.16%) for the CIP
debt securities used to discount the expected cash flows is
based on the NZ swap curve. The swap rates were adjusted for
Chorus specific credit spreads (based on market observed credit
spreads for debt issued with similar credit ratings and tenure).
The discount rate on the CIP equity securities is capped at
Chorus’ estimated cost of (ordinary) equity.
Note 6 – Crown Infrastructure Partners (CIP) securities (cont.)
Annual Report 202051
Note 7 – Crown funding
Crown funding is recognised at fair value where there is reasonable assurance that the funding is receivable and all attached
conditions will be complied with. Crown funding is then recognised in earnings as a reduction to depreciation expense on a
systematic basis over the useful life of the asset the funding was used to construct.
20202019
UFB
$M
RBI
$M
Other
$M
Total
$M
UFB
$M
RBI
$M
Other
$M
Total
$M
Fair value on initial
recognition
Balance at 1 July
6282426093054824251841
Additional funding
recognised at fair value
79–78680–989
Balance at 30 June707242671,01662824260930
Accumulated
amortisation of funding
Balance at 1 July
(56)(38)(14)(108)(41)(30)(12)(83)
Amortisation(18)(8)(1)(27)(15)(8)(2)(25)
Balance at 30 June(74)(46)(15)(135)(56)(38)(14)(108)
Total Crown funding6331965288157220446822
Current2625
Non-current855797
Ultra-Fast Broadband (UFB)
Chorus receives Crown funding to finance construction costs
associated with the development of the UFB network. During
the period Chorus has recognised funding for 112,438 (UFB1
65,274; UFB2 and UFB2+ 47,164) premises where the premises
was passed and tested by CIP as at 30 June 2020 (30 June 2019:
109,784; UFB1 75,860; UFB2 and UFB2+ 33,924).
This brings the total number of premises passed and tested by
CIP at 30 June 2020 to approximately 910,000 (30 June 2019:
797,000). The total number of premises passed (including those
that have not been tested by CIP) was approximately 917,000 at
30 June 2020 (30 June 2019: 842,000).
Continued recognition of the full amount of the Crown funding
is contingent on certain material performance targets being met
by Chorus. The most significant of these material performance
targets relate to compliance with certain specifications under
user acceptance testing by CIP. Performance targets to date have
been met.
Other
Chorus receives funding towards the cost of relocation of
communications equipment, school lead-ins and extending the
network coverage to rural areas.
Note 8 – Segmental reporting
An operating segment is a component of an entity that engages
in business activities from which it may earn revenues and incur
expenses and for which operating results are regularly reviewed
by the entity’s chief operating decision maker and for which
discrete financial information is available.
Chorus’ Chief Executive Officer (CEO) has been identified
as the chief operating decision maker for the purpose of
segmental reporting.
Chorus has determined that it operates in one segment
providing nationwide fixed line communications infrastructure.
The determination is based on the reports reviewed by the CEO
in assessing performance, allocating resources and making
strategic decisions.
All Chorus’ operations are provided in New Zealand, therefore no
geographic information is provided.
Three Chorus customers met the reporting threshold
of 10 percent of Chorus’ operating revenue in the year
to 30 June 2020. The total revenue for the year ended
30 June 2020 from these customers was $409 million
(30 June 2019: $433 million), $195 million (30 June 2019:
$197 million) and $117 million (30 June 2019: $109 million).
Annual Report 202052
Note 9 – Operating revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf
of third parties. Chorus recognises revenue when it transfers control of a product or service to a customer.
Chorus services provided to customersNature, performance obligation and timing of revenue
Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.
Chorus recognises revenue as it provides this service to its customers at a point in time.
Unbilled revenues from the billing cycle date to the end of each month are recognised as
revenue during the month the service is provided. Revenue is deferred in respect of the
portion of fixed monthly charges that have been billed in advance.
Value added network servicesProviding enhanced access to the Chorus fixed line network to enable internet access,
through backhaul and handover link services to connect across wider areas and to higher
quality levels. Recognition is the same as described for fibre and copper connections above.
InfrastructureProviding physical storage and site-sharing rental services for co-location of third party or
shared assets. This is billed and recognised on a monthly basis, based on a point in time.
Field servicesProviding services in the field to protect, strengthen, and increase the available network
– for example, installation services, wiring and consultation services. This is billed and
recognised as the service is provided over time. Revenue from installation of connections is
recognised upon completion of the connection.
Revenue by service
2020
$M
2019
$M
Fibre broadband393294
Fibre premium7374
Copper based voice82106
Copper based broadband271344
Data services copper1618
Value added network services2930
Infrastructure2424
Field services6574
Other66
Total operating revenue959970
Annual Report 202053
Note 10 – Operating expenses
2020
$M
2019
$M
Labour80 74
Network maintenance64 75
Other network costs29 33
Information technology47 50
Rent and rates13 13
Property maintenance12 17
Electricity15 17
Provisioning5 6
Insurance3 3
Consultants9 7
Regulatory levies7 16
Other27 23
Total operating expenses311 334
Labour
Labour of $80 million (30 June 2019: $74 million) represents
employee costs which are not capitalised.
Pension contributions
Included in labour costs are payments to the New Zealand
Government Superannuation Fund of $335,000 (30 June 2019:
$350,000) and contributions to KiwiSaver of $3.2 million
(30 June 2019: $3.1 million). At 30 June 2020 there were
14 employees in New Zealand Government Superannuation Fund
(30 June 2019: 16 employees) and 752 employees in KiwiSaver
(30 June 2019: 840 employees). Chorus has no other obligations
to provide pension benefits in respect of employees.
Charitable and political donations
Other costs include charitable donations to Lifeline, Women’s
Refuge, KidsCan and Porirua E-Learning Trust of $207,295
(30 June 2019: Consumer Foundation of $21,000, other
smaller charities of $20,000). Chorus has not made any political
donations (30 June 2019: nil).
Auditor remuneration
Included in other expenses are fees paid to auditors:
2020
$000's
2019
$000's
Audit and review of statutory financial statements537 537
Regulatory audit and assurance work298 268
Tax compliance services
1
21 50
Other assurance services
2
22 23
Other services
3
10 59
Total other services351 400
Total fees paid to the auditor888 937
1 Includes the tax treatment of the interest rate swap restructure and other sundry tax assistance (30 June 2019: Balance of GST review,
tax treatment of interest rate swaps closed out and other sundry tax assistance).
2 Relates to attendance at the Annual Shareholders Meeting and assurance relating to EMTN refresh comfort letters. (30 June 2019: Same services as
current year).
3 Other services included preparation and presentation of hedge accounting training (30 June 2019: preparation and presentation of hedge
accounting training and assistance in documenting current state process).
Annual Report 202054
Note 11 – Trade and other receivables
Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).
They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.
2020
$M
2019
$M
Trade receivables10796
Other receivables1023
Prepayments2428
Trade and other receivables141147
Current140140
Non-current17
Trade receivables are non-interest bearing and are generally on
terms of 20 working days or less.
Chorus maintains a provision for impairment losses when there
is objective evidence of its customers being unable to make
required payments and makes provision for doubtful debt
where debt is more than 60 days overdue. There have been no
significant individual impairment amounts recognised as an
expense. Trade receivables are net of allowances for disputed
balances with customers.
The ageing profile of trade receivables is as follows:
2020
$M
2019
$M
Not past due9184
Past due 1 – 30 days1612
10796
Chorus has a concentrated customer base consisting
predominantly of a small number of retail service providers.
The concentrated customer base heightens the risk that a dispute
with a customer, or a customer’s failure to pay for services, will
have a material adverse effect on the collectability of receivables.
Any disputes arising that may affect the relationship between
the parties will be raised by relationship managers and follow a
dispute resolution process. Chorus has $16 million of accounts
receivable that are past due but not impaired (30 June 2019:
$12 million). The carrying value of trade and other receivables
approximates the fair value. The maximum credit exposure is
limited to the carrying value of trade and other receivables.
Note 12 – Trade and other payables
Trade and other payables are initially recognised at fair value less transaction costs (if any). They are subsequently measured at
amortised cost using the effective interest method. Trade and other payables are non-interest bearing and are normally settled within
30 day terms. The carrying value of trade and other payables approximates their fair values.
2020
$M
2019
$M
Trade payables8294
Accruals125187
Personnel accrual1620
Revenue billed in advance5959
Trade and other payables282360
Current279360
Non-current3–
Annual Report 202055
Note 13 – Commitments
Network infrastructure project agreement
Chorus is committed to deploying infrastructure for premises in
the UFB2 and UFB2+ candidate areas awarded to Chorus, to be
built according to annual build milestones and to be completed
no later than December 2022. In total it is expected that the
communal infrastructure for UFB2 and UFB2+ will pass an
estimated 223,000 premises. Chorus has estimated it will cost
$548 to $568 million to build the communal UFB2 and UFB2+
network by the end of 2022.
West Coast Southland Network Build (WCSNB) agreement
Chorus has signed a contract with CIP to deploy fibre in the West
Coast area of the South Island. Chorus will be receiving funding
from CIP of $29 million for phase 1 of this project.
Capital expenditure
Refer to note 1 and note 2 for details of capital expenditure
commitments.
Lease commitments
Refer to note 5 for details of lease commitments.
Note 14 – Taxation
This note provides an analysis of Chorus’ income tax expense
and shows which amounts are recognised in the Income
statement, Statement of other comprehensive income or directly
in equity and how income tax expense is affected by non taxable
items. Income tax expense for the current year comprises
current and deferred tax. Income tax expense is recognised in
the Income statement, except to the extent it relates to items
recognised in the Statement of other comprehensive income
or directly in equity. In these cases, income tax expense is
recognised in the Statement of other comprehensive income or
directly in equity.
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amount used for taxation
purposes. The amount of the deferred tax is based on the
expected manner of realisation of the carrying amount of
assets and liabilities, using the tax rates enacted or substantially
enacted at reporting year end. A deferred tax asset is recognised
only to the extent it is probable it will be utilised.
On 25 March 2020, Parliament passed legislation that restored
tax depreciation on non-residential buildings. The change
increases the tax base for these assets, giving rise to a reduced
difference between the carrying value and tax base. This results
in a reduction in deferred tax liability and income tax expense of
$5 million.
Income tax expense
2020
$M
2019
$M
Recognised in Income statement
Net earnings before tax
7378
Tax at 28%2122
Tax effect of adjustments
Other non-taxable items
53
Reinstatement of depreciation on buildings(5)–
Tax expense reported in Income statement2125
Comprising:
Current tax expense
16
Deferred tax expense2019
2125
Recognised in other comprehensive income
Net movement in hedging related reserves
3965
Tax at 28%1118
Tax benefit reported in other comprehensive income1118
Comprising:
Deferred tax benefit
1118
1118
Annual Report 202056
The movement in the deferred tax assets and liabilities is presented below. The deferred tax assets and liabilities are not offset as
Chorus is not a consolidated group for tax purposes.
Deferred tax receivable
Fair value portion
of derivatives
$M
Changes in fair
value of hedging
reserves
$M
Finance leases
$M
Total
$M
Balance at 1 July 20182156582
Recognised in the Income statement(2)–31
Recognised in other comprehensive income–18–18
Balance at 30 June 2019–3368101
Recognised in the Income statement––44
Recognised in other comprehensive income–11–11
Balance at 30 June 2020–4472116
Deferred tax payable
EMTN debt
securities
$M
Network,
software,
customer
retention and
other intangible
assets
$M
Other
$M
Total
$M
Balance at 1 July 201843011306
Prior period adjustment–(3)1(2)
Recognised in the Income statement(2)22222
Balance at 30 June 201923204326
Recognised in the Income statement(2)18824
Balance at 30 June 2020–33812350
Imputation credits
There are $74 million (30 June 2019: $103 million) imputation credits available for subsequent reporting periods. Chorus has
sufficient imputation credits to fully impute the 2020 final dividend.
Note 15 – Cash, call deposits, and cash overdraft
Cash and call deposits are held with bank and financial
institution counterparties rated at a minimum of A+, based on
rating agency Standard & Poor’s ratings.
There are no cash or call deposit balances held that are not
available for use.
The carrying values of cash and call deposits approximate
their fair values. The maximum credit exposure is limited to the
carrying value of cash and call deposits.
Cash and call deposits denominated in foreign currencies
are retranslated into New Zealand dollars at the spot rate
of exchange at the reporting date. All differences arising on
settlement or translation of monetary items are taken to the
Income statement.
Chorus has a $10 million overdraft facility which is used in
normal course of operations.
Cash flow
Cash flows from derivatives in cash flow and fair value hedge
relationships are recognised in the Statement of cash flows in
the same category as the hedged item.
For the purposes of the Statement of cash flows, cash is
considered to be cash on hand, in banks and cash equivalents,
including bank overdrafts and highly liquid investments that are
readily convertible to known amounts of cash which are subject
to an insignificant risk of changes in values.
Note 14 – Taxation (cont.)
Annual Report 202057
Note 16 – Equity
Share capital
Movements in Chorus Limited’s issued ordinary shares were as follows:
2020
Number of shares (millions)
2019
Number of shares (millions)
Balance 1 July439429
Dividend reinvestment plan510
Balance at 30 June444439
Chorus Limited has 444,491,560 fully paid ordinary shares
(30 June 2019: 439,288,154). The issued shares have no par value.
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of Chorus Limited. Under Chorus Limited’s
constitution, Crown approval is required if a shareholder wishes
to have a holding of 10% or more of Chorus Limited’s ordinary
shares, or if a shareholder who is not a New Zealand national
wishes to have a holding of 49.9% or more of ordinary shares.
On 8 October 2019 and 14 April 2020, fully imputed dividends
of 13.5 cents per share and 10 cents per share respectively were
paid to shareholders. These two dividend payments totalled
$104 million (30 June 2019: 22.5 cents, $97 million).
Eligible shareholders (those resident in New Zealand or Australia)
can choose to have Chorus Limited reinvest all or part of their
dividends in additional Chorus Limited shares. For the year
ended 30 June 2020, 5,203,406 shares with a total value of
$28 million (30 June 2019: 9,646,957 shares, $48 million) were
issued in lieu of dividends.
Chorus Limited issues securities to CIP based on the number
of premises passed. CIP securities are a class of security that
carry no right to vote at meetings of holders of Chorus Limited
ordinary shares but carry a preference on liquidation. Refer to
note 6 for additional information on CIP securities.
Should Chorus Limited return capital to shareholders, any return
of capital that arose on demerger may be taxable as Chorus
Limited had zero available subscribed capital on demerger.
Employee share plans
Employee equity building scheme
Chorus operated an employee equity building scheme to
provide employees the opportunity to become familiar with
the shareholder experience. Chorus and eligible employees
contributed together to purchase shares on market. The shares
were then held by the Trustee (Trustees Executors Limited) and
vested to participating employees after a three year period.
Chorus terminated the scheme in the year ended 30 June 2020,
so no offer was made to employees and there were no shares
purchased for the employee share plan (30 June 2019: nil).
At 30 June 2020 the scheme held no shares on behalf of any
employees (30 June 2019: 72,219 shares, 539 employees), and
the trust was wound up.
Long-term performance share scheme
Chorus operates a long-term performance share scheme for
selected key management personnel.
In August 2017, Chorus issued one three-year grant. The
shares have a vesting date of 8 September 2020 and an
expiry date of 8 September 2021. The grant has an absolute
performance hurdle (Chorus’ actual total shareholder
return equalling or being greater than 10.6% per annum
compounding) ending on the vesting date, with provision for
monthly retesting in the following twelve month period.
In August 2018, Chorus issued one three-year grant. The shares
have a vesting date of 27 August 2021 and an expiry date of
27 February 2022. The grant has an absolute performance hurdle
(Chorus’ actual total shareholder return equalling or being
greater than 10.4% per annum compounding) ending on the
vesting date, with provision for monthly retesting in the following
six month period.
The shares are held by a nominee (Chorus LTI Trustee Limited)
on behalf of the participants, until after the shares vest when the
nominee is directed to transfer or sell the shares. If the shares do
not vest, they may be held or sold by the nominee. The shares
carry the same rights as all other shares.
Participants have been provided with interest-free limited
recourse loans to fund the 245,094 shares purchased under the
LTI scheme (30 June 2019: 380,026 shares).
The Chorus Board of Directors (Board) approved a different
long-term performance share scheme for key senior management
from 1 July 2019, based on issuing share-rights instead of issuing
shares. The existing grants will continue until their vesting date.
In August 2019, Chorus issued a tranche of share rights under the
new scheme. The shares have a vesting date of 30 August 2022
and an expiry date of 30 August 2023. The grant has an absolute
performance hurdle (Chorus’ actual total shareholder return
equalling or being greater than 10.35% per annum compounding)
ending on the vesting date, with provision for monthly retesting in
the following twelve month period.
The LTI scheme is an equity settled scheme and treated as an
option plan for accounting purposes. Each tranche of each grant
was valued separately. The absolute performance hurdle was
valued using the Black Scholes valuation model.
The combined option cost for the year ended 30 June 2020
of $392,000 has been recognised in the Income statement
(30 June 2019: $334,000).
Significant assumptions used in the valuation models are:
1) A volatility of the Chorus share price of 21%,
2) That dividends will be paid over the term of the scheme, and
3) An absolute Total Shareholder Return performance threshold
percentage.
Reserves
Refer to note 19 for information on the cash flow hedge reserve
and cost of hedging reserve.
Annual Report 202058
Note 17 – Earnings per share
The calculation of basic earnings per share at 30 June 2020 is based on the net earnings for the year of $52 million (30 June 2019:
$53 million), and a weighted average number of ordinary shares outstanding during the period of 444 million (30 June 2019:
435 million), calculated as follows:
Basic earnings per share20202019
Net earnings attributable to ordinary shareholders ($ millions)5253
Denominator - weighted average number of ordinary shares (millions)444435
Basic earnings per share (dollars)0.120.12
Diluted earnings per share
Net earnings attributable to ordinary shareholders ($ millions)
5253
Weighted average number of ordinary shares (millions)444435
Ordinary shares required to settle CIP equity securities (millions)8388
Ordinary shares required to settle CIP warrants (millions)1413
Denominator - diluted weighted average number of shares (millions)541536
Diluted earnings per share (dollars)0.100.10
The number of ordinary shares that would have been required to settle all CIP equity securities and CIP warrants on issue at 30 June
has been used for the purposes of the diluted earnings per share calculation.
Net tangible assets per security
Net tangible assets per security as at 30 June 2020 was $1.39 (30 June 2019: $1.64).
Note 18 – Related party transactions
Transactions with related parties
Key management personnel are defined as those persons having authority and responsibility for planning, directing, and controlling
the activities of the Group, directly or indirectly, and include the Directors, the Chief Executive, and his direct reports. Certain key
management personnel have interests in a number of companies that Chorus has transactions with in the normal course of business.
Chorus has loans to employees and nominees receivable at 30 June 2020 of $0.9 million (30 June 2019: $1.5 million) as outlined in
the employee share plan section of note 16. All loans outstanding are interest-free limited recourse loans.
Key management personnel compensation
2020
$000's
2019
$000's
Short term employee benefits8,3688,316
Termination benefits–302
Share based payments392334
8,7608,952
This table includes gross remuneration of $1.1 million (30 June 2019: $1.1 million) paid to Directors and $7.7 million (30 June 2019:
$7.9 million) paid to key management personnel for the year.
Refer to note 16 for details of long term incentives.
Annual Report 202059
Note 19 – Derivatives
Chorus uses derivative financial instruments to reduce its
exposure to fluctuations in foreign currency exchange rates,
interest rates and the spot price of electricity. The use of hedging
instruments is governed by the treasury policy approved by the
Board. Derivatives are initially recognised at fair value on the
date a derivative contract is entered into and are subsequently
remeasured to fair value, with an adjustment made for credit
risk in accordance with NZ IFRS 9: Financial Instruments.
The fair values are estimated on the basis of the quoted market
prices for similar instruments in an active market, or quoted
prices for identical or similar instruments in inactive markets.
Where quoted prices are not available, the fair value of financial
instruments is valued using models where all significant inputs
are observable.
The method of recognising the resulting remeasurement
gain or loss depends on whether the derivative is designated
as a hedging instrument. If the derivative is not designated
as a hedging instrument, the remeasurement gain or loss is
recognised immediately in the Income statement.
Finance expense includes any unrealised ineffectiveness
arising from the Euro Medium Term Notes (EMTN) hedge
relationships. The GBP EMTN matured on 6 April 2020 and the
remaining unamortised balance was recognised in the period
to 30 June 2020. For the year ended 30 June 2020, a debit of
$2 million ineffectiveness was recognised within finance expense
in the Income statement (30 June 2019: $6 million).
In conjunction with the EMTN EUR 500 million issued in October
2016 and the EMTN EUR 300 million issued in December 2019,
Chorus entered into cross currency interest rate swaps to
hedge the foreign currency and foreign interest rate risks on
the EUR EMTNs. The 2016 swaps have an aggregate principal
of EUR 500 million on the receive leg and NZD 785 million on
the pay leg, and the 2019 swaps have an aggregate principal
of EUR 300 million on the receive leg and NZD 514 million
on the pay leg. Using the cross currency interest rate swaps,
Chorus will pay New Zealand Dollar floating interest rates and
receive EUR nominated fixed interest with coupon payments
matching the underlying notes. Chorus designated the
EMTN and cross currency interest rate swaps into three-part
hedging relationships for each issue; a fair value hedge of EUR
benchmark interest rates, a cash flow hedge of margin and a
cash flow hedge of the principal exchange. For the year ended
30 June 2020, $1 million ineffectiveness was recognised in
finance expense (30 June 2019: nil). The cost of hedging (the fair
value of the change in currency basis spread) recognised in the
cost of hedging reserve, for the year ended 30 June 2020, was
$4 million (30 June 2019: nil).
As at 30 June 2020 Chorus holds all interest rate swaps in
designated hedging relationships. All are held in effective
hedging relationships and their unrealised gains or losses are
recognised in the cash flow hedge reserve.
Three interest rate swaps have been restructured; two in
December 2018 and one in February 2020. The two December
2018 restructured interest rate swaps have a combined face
value of $500 million and were reset in conjunction with the
resettable NZD fixed rate bond issued on 6 December 2018 to
hedge interest rate exposure from December 2023. As part of
the restructure, the original hedge relationship was discontinued
and on termination there was a net present value of $14 million
to be recognised in the cash flow hedge reserve. This amount
was held in the cash flow hedge reserve as the hedged item
still exists and is amortised over the original hedge period (April
2020-April 2026). The unamortised balance of the original
fair values at 30 June 2020 is $13 million (30 June 2019: $14
million). The forward dated interest rate swap restructured in
February 2020 had a face value of $200 million and was reset
to be in conjunction with the EUR 300 million EMTN issued on
5 December 2019, to hedge interest rate exposure from April
2020. The original hedge relationship was discontinued and on
termination had a net present value of $27 million. This amount
was held in the cash flow hedge reserve as the hedged item still
exists and will be amortised over the original hedge period (April
2020-April 2026). The unamortised balance of the original fair
values at 30 June 2020 was $26 million (30 June 2019: nil).
As long as the hedges remain effective, any future gains or losses
will be processed through the hedge reserve; however, the initial
fair values will flow to finance expense in the Income statement
at some time over the life of the derivatives as ineffectiveness.
Neither the direction, nor the rate of the impact of the Income
statement can be predicted. For the period to 30 June 2020,
nil ineffectiveness was recognised within finance expense
in the Income statement in relation to these restructures
(30 June 2019: nil).
Hedge accounting
Chorus designates certain derivatives as either:
• Fair value hedges (of the fair value of recognised assets or
liabilities or firm commitments); or
• Cash flow hedges (of highly probable forecast transactions).
At inception each hedge relationship is formalised in NZ IFRS 9
compliant hedge documentation.
Chorus has a 1:1 hedge ratio and sources of ineffectiveness are
driven by credit value adjustment of derivatives.
Cash flow hedges
For cash flow hedges the effective part of the changes in
fair value of the hedging derivative are deferred in Other
comprehensive income and are transferred to the Income
statement when the hedged item affects the Income statement.
Any gain or loss relating to the ineffective portion of the hedging
instrument in cash flow hedge relationships are recognised in
the Income statement.
Hedge accounting is discontinued when the hedge instrument
expires or is sold, terminated, exercised, or no longer qualifies for
hedge accounting.
Annual Report 202060
Once hedging is discontinued, any cumulative gain or loss
previously recognised in Other comprehensive income is
recognised in the Income statement either:
• at the same time as the forecast transaction; or
• immediately if the transaction is no longer expected to occur.
Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of
the cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions that have not yet
affected the Income statement.
For cash flow hedges, the effective portion of gains or losses
from remeasuring the fair value of the hedging instrument is
recognised in Other comprehensive income and accumulated
in the cash flow hedge reserve. Accumulated gains or losses are
subsequently transferred to the Income statement when the
hedged item affects the Income statement, or when the hedged
item is a forecast transaction that is no longer expected to occur.
Alternatively, when the hedged item results in a non-financial
asset or liability, the accumulated gains and losses are included
in the initial measurement of the cost of the asset or liability.
A reconciliation of movements in the cash flow hedge reserve:
2020
$M
2019
$M
Balance at 1 July7427
Changes in cash flow hedges3963
Amortisation of de-designated cash flow hedges transferred to Income statement42
Tax b e n ef it(12)(18)
Closing balance at 30 June10574
Fair value hedges
Under a fair value hedge, the hedged item is revalued at fair
value in respect of the hedged risk. This revaluation is recognised
in the Income statement to offset the mark-to -market
revaluation of the hedging derivative.
Once hedging is discontinued, the fair value adjustment to the
carrying amount of the hedged item arising from the hedged
risk is amortised through the Income statement from that date
through to maturity of the hedged item. If the hedged item is
derecognised any corresponding fair value hedge adjustment is
immediately recognised in the Income statement.
Cost of hedging reserve
The cost of hedging reserve captures changes in the fair value
of the cost to convert foreign currency to NZD of Chorus’ cross
currency interest rate swaps on the EUR EMTN.
A reconciliation of movements in the cost of hedging reserve:
2020
$M
2019
$M
Balance at 1 July99
Change in currency basis spreads (when excluded from the designation)(4)–
Tax expense1–
Closing balance at 30 June69
Note 19 – Derivatives (cont.)
To hedge the interest rate risk and foreign currency risk on the
EUR EMTN, Chorus uses cross currency interest rate swaps.
For hedge accounting purposes, these swaps were aggregated
and designated as two cash flow hedges and a fair value hedge.
Chorus hedges a portion of the EUR EMTN for Euro fixed rate
interest to Euro floating rate interest via a fair value hedge.
In this case, the change in the fair value of the hedged risk is also
attributed to the carrying value of the EMTN (refer to note 4).
Annual Report 202061
Hedging instruments used (pre-tax):
Life to date values as at 30 June 2020
Year to date values recognised during the year
ended 30 June 2020
Carrying amount
of the hedging
instrument
Hedge effectiveness
in reserves
Hedge
effectiveness
Hedge
ineffectiveness
Currency
Maturity
years
Average
rate
Nominal
amount
of the
hedging
instrument
$M
Assets
$M
Liabilities
$M
Change
in value
used for
calculating
hedge
effectiveness
$M
Cost of
hedging
reserve
$M
Cash
flow
hedge
(OCI)
$M
Cash flow
hedge
reclassified
to the
Income
statement
$M
Fair value
hedge
(Income
statement
gain)
$M
Recognised
in the Income
statement loss
$M
Cash flow hedges
Cross currency
interest rate swaps
NZD:GBP0Floating–––––178(186)–(2)
Interest rate swapsNZD04.89%–––––18–––
Interest rate swaps
(including forward
starting)
NZD4 – 91.93%600–(31)(31)–12–––
Restructured
interest rate swaps
2018 (forward
starting)
NZD94.41%500–(81)(65)–(31)–––
Restructured
interest rate swap
2020
NZD73.35%200–(36)(8)–(34)–––
Forward exchange
rate contracts
NZD:USD1 – 20.6586221–1–1(1)––
Forward exchange
rate contracts
NZD:SEK16.016834––––––––
Electricity futuresNZD1 – 3NANA1–1–1(1)––
Fair value and cash flow hedges
Cross currency
interest rate swaps
NZD:EUR4Floating78585–95(11)27(24)(1)–
Cross currency
interest rate swaps
NZD:EUR7Floating5148–625(8)(6)(1)
Total hedged derivatives2,65595(148)(1)(9)177(220)(7)(3)
Current–2–––
Non-current–93(148)––
Note 19 – Derivatives (cont.)
Annual Report 202062
Life to date values as at 30 June 2019
Year to date values recognised during the year
ended 30 June 2019
Carrying amount
of the hedging
instrument
Hedge effectiveness
in reserves
Hedge
effectiveness
Hedge
ineffectiveness
Currency
Maturity
years
Average
rate
Nominal
amount
of the
hedging
instrument
$M
Assets
$M
Liabilities
$M
Change
in value
used for
calculating
hedge
effectiveness
$M
Cost of
hedging
reserve
$M
Cash
flow
hedge
(OCI)
$M
Cash flow
hedge
reclassified
to the
Income
statement
$M
Fair value
hedge
(Income
statement
gain)
$M
Recognised
in the Income
statement loss
$M
Cash flow hedges
Cross currency
interest rate swaps
NZD:GBP1 Floating677–(179)(63)–29(16)–(6)
Interest rate swapsNZD14.89%676–(18)(18)–(15)–––
Interest rate swaps
(including forward
starting)
NZD1 – 72.87%750–(42)(42)–(35)–––
Restructured
interest rate swaps
(forward starting)
NZD94.41%500–(49)(33)–(33)–––
Forward exchange
rate contracts
NZD:USD1 – 20.6933321–1–13––
Forward exchange
rate contracts
NZD:SEK1 – 25.887951––––––––
Electricity futuresNZD1 – 2NANA2–2–2–––
Fair value and cash flow hedges
Cross currency
interest rate swaps
NZD:EUR4Floating78556–67(12)16(17)(24)–
Total hedged
derivatives
3,47159(288)(86)(12)(35)(30)(24)(6)
Current–3(197)––
Non-current–56(91)––
All hedging instruments can be found in the derivative finance assets and liabilities, in the Statement of financial position. Items taken
to the Income statement have been recognised in finance expenses (refer note 4).
Credit risk associated with derivative financial instruments is managed by ensuring that transactions are executed with counterparties
with high quality credit ratings along with credit exposure limits for different credit classes. The counterparty credit risk is monitored
and reviewed by the Board on a regular basis.
Note 19 – Derivatives (cont.)
Annual Report 202063
Note 20 – Financial risk management
Chorus’ financial instruments consist of cash, short-term
deposits, trade and other receivables (excluding prepayments),
investments and advances, trade payables and certain other
payables, syndicated bank facilities, EMTN, fixed rate NZD bonds,
derivative financial instruments and CIP securities. Financial
risk management for currency and interest rate risk is carried
out by the treasury function under policies approved by the
Board. Chorus’ risk management policy, approved by the Board,
provides the basis for overall financial risk management.
Chorus does not hold or issue derivative financial instruments
for trading purposes. All contracts have been entered into with
major creditworthy financial institutions. The risk associated with
these transactions is the cost of replacing these agreements at
the current market rates in the event of default by a counterparty.
Currency risk
Chorus’ exposure to foreign currency fluctuations predominantly
arises from the foreign currency debt and future commitments
to purchase foreign currency denominated assets. The primary
objective in managing foreign currency risk is to protect against
the risk that Chorus assets, liabilities and financial performance
will fluctuate due to changes in foreign currency exchange rates.
Chorus enters into foreign exchange contracts and cross currency
interest rate swaps to manage the foreign exchange exposure.
Chorus has EUR 800 million foreign currency debt in the form of
EMTN. The EUR EMTN has in place cross currency interest rate
swaps under which Chorus receives EUR 800 million principal
and EUR fixed coupon payments for $1.299 billion principal
and floating NZD interest payments. The exchange gain or
loss resulting from the translation of EMTN denominated in
foreign currency to NZD is recognised in the Income statement.
The movement is offset by the translation of the principal value of
the related cross currency interest rate swap.
As at 30 June 2020, Chorus did not have any significant
unhedged exposure to currency risk (30 June 2019: no
significant unhedged exposure to currency risk). A 10% increase
or decrease in the exchange rate, with all other variables held
constant, would have minimal impact on profit and equity
reserves of Chorus.
Electricity price risk
In the normal course of business, Chorus is exposed to a
variety of financial risks which include the volatility in electricity
prices. Chorus has entered into electricity swap contracts
to reduce the exposure to electricity spot price movements.
Chorus has designated the electricity contracts as cash flow
hedge relationships.
A 10% increase or decrease in the spot price of electricity, with
all other variables held constant, would have minimal impact on
profit and equity reserves of Chorus.
Interest rate risk
Chorus has interest rate risk arising from the cross currency
interest rate swap converting the foreign debt into a floating
rate NZD obligation as well as loans under the syndicated
bank facility, which are subject to floating interest rates.
Where appropriate, Chorus aims to reduce the uncertainty of
changes in interest rates by entering into interest rate swaps to
fix the effective interest rate to minimise the cost of net debt
and manage the impact of interest rate volatility on earnings.
The interest rate risk on a portion of the EUR cross currency
interest rate swaps has been hedged using interest rate swaps.
Interest rate repricing analysis
30 June 2020
Within 1 Year
$M
1 – 2 Years
$M
2 – 3 Years
$M
3 – 4 Years
$M
4 – 5 Years
$M
Greater than 5
years
$M
Total
$M
Floating rate
Cash and deposits
5–––––5
Debt (after hedging)599–––––599
Fixed rate
Debt (after hedging)
430––350–8501,630
CIP securities–––––461461
Leases (net settled)(1)2223166174
1,0332235231 ,4772,869
30 June 2019
Floating rate
Cash and deposits
(273)–––––(273)
Debt (after hedging)335–––––335
Fixed rate
Debt (after hedging)
877400––2505002,027
CIP securities–––––355355
Leases (net settled)(5)(1)222165165
934399222521,0202,609
Annual Report 202064
Sensitivity Analysis
A change of 100 basis points in interest rates with all other variables held constant, would increase or decrease equity (after hedging)
and earnings after tax by the amounts shown below:
2020
$M
Profit / (loss)
2020
$M
Equity (increase)
/ decrease
2019
$M
Profit / (loss)
2019
$M
Equity (increase)
/ decrease
100 basis point increase3(4)1(12)
100 basis point decrease(3)6(1)14
Credit risk
In the normal course of business, Chorus incurs counterparty
credit risk from financial instruments, including cash, trade
and other receivables, finance lease receivables and derivative
financial instruments.
Chorus has certain derivative transactions that are subject to
bilateral credit support agreements that require Chorus or the
counterparty to post collateral to support the value of certain
derivatives. As at 30 June 2020 no collateral was posted.
The maximum exposure to credit risk at the reporting date was
as follows:
Notes
2020
$M
2019
$M
Cash and call deposits15–273
Trade and other receivables11117119
Derivative financial instruments199559
Lease receivable536
Maximum exposure to credit risk215457
Refer to individual notes for additional information on credit risk.
Chorus enters into derivative transactions under the International
Swaps and Derivatives Association (ISDA) master agreements.
The ISDA agreements do not meet the criteria for offsetting
in the Statement of financial position. This is because Chorus
does not currently have any legally enforceable right to offset
recognised amounts. Under the ISDA agreements the right to
offset is enforceable only on the occurrence of future events
such as a default on the bank loans or other credit events.
The potential net impact of this offsetting is shown below.
Chorus does not hold, and is not required to post, collateral
against its derivative positions.
Net derivatives after applying rights of offset under
ISDA agreements:
2020
$M
2019
$M
Derivative assets9559
Derivative liabilities(148)(288)
Net amount(53)(229)
Note 20 – Financial risk management (cont.)
Annual Report 202065
Liquidity risk
Liquidity risk is the risk that Chorus will encounter difficulty raising liquid funds to meet commitments as they fall due or foregoing
investment opportunities, resulting in defaults or excessive debt costs. Prudent liquidity risk management implies maintaining
sufficient cash and the ability to meet its financial obligations. Chorus’ exposure to liquidity risk based on contractual cash flows
relating to financial liabilities is summarised below:
30 June 2020
Carrying
amount
$M
Contractual
cashflow
$M
Within 1 Year
$M
1 – 2 Years
$M
2 – 3 Years
$M
3 – 4 Years
$M
4 – 5 Years
$M
5+ Years
$M
Non derivative financial liabilities
Trade and other payables
2822822793––––
Leases (net settled)2664421417171617361
Debt2,3222,6104874040911311,101
CIP securities461461–––––461
Derivative financial liabilities
Interest rate swaps
148157161616212563
Cross currency interest rate swaps:
Inflows
–(1,464)(14)(14)(14)(885)(5)(532)
Outflows931,44431293080613535
Electricity contracts1(1)(1)–––––
Forward exchange contracts:
Inflows
1(45)(24)(21)––––
Outflows–442321––––
30 June 2019
Carrying
amount
$M
Contractual
cashflow
$M
Within 1 Year
$M
1 – 2 Years
$M
2 – 3 Years
$M
3 – 4 Years
$M
4 – 5 Years
$M
5+ Years
$M
Non derivative financial liabilities
Trade and other payables
360360360–––––
Leases (net settled)254442914171616370
Debt2,2322,5785754513535881601
CIP securities355426–––––426
Derivative financial liabilities
Interest rate swaps
109127228881368
Cross currency interest rate swaps:
Inflows
–(1,401)(522)(10)(10)(10)(849)–
Outflows1231,612722323232794–
Electricity contracts2(2)(2)–––––
Forward exchange contracts:
Inflows
1(59)(59)–––––
Outflows–5858–––––
The gross (inflows)/outflows of derivative financial liabilities
disclosed in the table represent the contractual undiscounted
cash flows relating to derivative financial liabilities held for risk
management purposes and which are usually not closed out
prior to contractual maturity. The disclosure shows net cash
flow amounts for derivatives that are net cash settled and
gross cash inflow and outflow amounts for derivatives that
have simultaneous gross cash settlement (for example forward
exchange contracts).
Chorus manages liquidity risk by ensuring sufficient access
to committed facilities, continuous cash flow monitoring
and maintaining prudent levels of short term debt maturities.
At balance date, Chorus had available $520 million under the
syndicated bank facilities (30 June 2019: $550 million).
Capital risk management
Chorus manages its capital considering shareholders’ interests,
the value of its assets and credit ratings. The capital Chorus
manages consists of cash and debt balances.
Note 20 – Financial risk management (cont.)
Annual Report 202066
The Chorus Board’s broader capital management objectives
include maintaining an investment grade credit rating with
headroom. In the longer term, the Board continues to consider a
‘BBB’ rating appropriate for a business like Chorus.
Hedge accounting
Chorus designates and documents the relationship between
hedging instruments and hedged items, as well as the risk
management objective and strategy for undertaking various
hedge transactions. At hedge inception (and on an ongoing
basis), hedges are assessed to establish if they are effective in
offsetting changes in fair values or cash flows of hedged items.
Hedge accounting is discontinued if:
(a) the hedging instrument expires or is sold, terminated,
or exercised;
(b) the hedge no longer meets the criteria for hedge accounting;
or
(c) the hedge designation is revoked.
Hedges are classified into two primary types: cash flow hedges
and fair value hedges. Refer to note 19 for additional information
on cash flow and fair value hedge reserves.
Fair value
Financial instruments are either carried at amortised cost, less
any provision for impairment losses, or fair value. The only
significant variances between instruments held at amortised cost
and their fair value relates to the EMTN.
For those instruments, recognised at fair value in the statement
of financial position, fair values are determined as follows:
Level 1: Quoted market prices – financial instruments with
quoted prices for identical instruments in active markets.
Level 2: Valuation techniques using observable inputs – financial
instruments with quoted prices for similar instruments
in active markets or quoted prices for identical or similar
instruments in inactive markets. Where quoted prices are
not available, the fair value of financial instruments is valued
using models where all significant inputs are observable.
Level 3: Valuation techniques with significant non-observable
inputs – financial instruments valued using models
where one or more significant inputs are not observable.
The relevant financial assets and financial liabilities and their
respective fair values are outlined in note 19 and are all Level 2
(30 June 2019: Level 2).
Cross currency interest rate swaps, interest rate swaps and
forward-dated interest rate swaps
Fair value is estimated by using a valuation model involving
discounted future cash flows of the derivative using the
applicable forward price curve (for the relevant interest rate and
foreign exchange rate) and discount rate.
Electricity swaps
Fair value is estimated on the ASX forward price curve that relates
to the derivative.
Note 21 – Contingent liabilities
Chorus has an outstanding legal dispute with Creative Development Solutions (CDS) where CDS allege that Chorus breached
obligations of confidentiality in respect of telecommunications network design in Marlborough. Chorus was successful on all counts
at the High Court hearing in September 2019 and was awarded costs against CDS. CDS has appealed the High Court decision and
Chorus remains confident that the High Court’s decision will be upheld by the Court of Appeal when the appeal is heard in October.
There are no other contingent liabilities as at 30 June 2020.
Note 20 – Financial risk management (cont.)
Annual Report 202067
Note 22 – Subsequent events
Dividends
On 24 August 2020 Chorus declared a dividend in respect of
year ended 30 June 2020. The total amount of the dividend
is $62 million, which represents a fully imputed dividend of
14.0 cents per ordinary share.
West Coast Southland Network Build (WCSNB) agreement
Chorus has signed an additional agreement as part of the
WCSNB in July 2020 and is committed to deploying fibre in the
Milford Sound area of the South Island. Chorus will be receiving
CIP funding of $17 million for phase 2 of this project.
CIP Non-Standard Installations (NSI) agreement
In September 2016 Chorus agreed with CIP that Chorus would
continue to fund non-standard installations (NSI) of UFB fibre
connections on the basis that the NSI contribution from Chorus
would be recoverable as part of the regulated asset base that
will underpin the new regulatory model to be implemented by
the Commerce Commission. At the request of the Commission
the implementation of the new regulatory model was delayed
by two years to 1 January 2022. Chorus and CIP have agreed to
adjust some unissued equity securities due to the consequential
delay in recovering the NSI funding. CIP will extend the dividend
payment dates to 2036 on all UFB2 equity securities called by
Chorus after 1 July 2020. The dividend payment dates of $90m
of UFB2 equity securities that are still to be issued have been
extended by a weighted average of 4 years.
Annual Report 202068
Annual Report 202069
Governance
and disclosures
70 Our Board
72 Corporate governance framework
79 Managing risk
82 Acting ethically
83 Climate change assessment
85 Stakeholder engagement
86 Diversity and inclusion
90 Remuneration and performance
96 Disclosures
104 Glossary
105 Disclaimer
Annual Report 202070
Our Board
Patrick Strange
BE (Hons), PhD
Chair
Director since 6 April 2015
Independent
Patrick has spent 30 years
working as a senior executive
and director in both private
and listed companies,
including more than six
years as Chief Executive
of Transpower where he
oversaw Transpower’s
$3.8 billion of essential
investment in the National
Grid. Patrick is currently
chair of Auckland
International Airport, and
a director of Mercury NZ.
Patrick is chair of our
Nominations and Corporate
Governance Committee.
Jon Hartley
BA Econ Accounting
(Hons), Fellow ICA
(England & Wales),
Associate ICA (Australia),
Fellow AICD
Deputy Chair
Director since
1 December 2011
Independent
Jon is a chartered
accountant and fellow
of the Australian Institute
of Company Directors.
He has held senior roles
across a diverse range of
commercial and not for
profit organisations in several
countries, including as chair
of SkyCity, deputy chair of
ASB Bank and Sovereign
Assurance Company,
director of Mighty River
Power, chair of VisionFund
International, chair of the
Wellington City Mission,
a trustee of World Vision
New Zealand, CEO
of Brierley New Zealand
and Solid Energy, and CFO
of Lend Lease in Australia.
Jon is currently chair
of Kiwibank Limited,
Timberlands and
VisionFund International.
Jon is on our Audit and Risk
Management Committee
and our Nominations and
Corporate Governance
Committee.
Jon will step down from the
Board as at 31 August 2020.
Mark Cross
BBS (Accounting &
Finance), CA
Director since
1 November 2016
Independent
Mark is an experienced
director with more than
20 years of international
experience in corporate
finance and investment
banking.
Mark is currently chair of
Milford Asset Management,
and MFL Mutual Fund
Superannuation Investments,
and is a director of Z Energy
and Xero. He is also a former
director of Genesis Energy
and Argosy Property.
Mark is a member of
Chartered Accountants
Australia and New Zealand,
a chartered member
of the Institute of Directors
NZ and a member of the
Australian Institute of
Company Directors.
Mark is chair of our Audit
and Risk Management
Committee.
Prue Flacks
LLB, LLM
Director since
1 December 2011
Independent
Prue is a professional director
with experience across a
range of industries.
Prue was formerly a
commercial lawyer and a
partner in the national law
firm Russell McVeagh for
20 years. Her expertise
includes corporate and
regulatory matters, corporate
finance, capital markets
and business restructuring.
Prue is currently a director
of Bank of New Zealand and
chair of Mercury NZ Limited.
She is a chartered member
of the Institute of Directors.
Prue is on our People,
Performance and Culture
Committee and on our
Nominations and Corporate
Governance Committee.
Annual Report 202071
Our Board and management are committed to
ensuring our people act ethically, with integrity
and in accordance with our policies and values.
Murray Jordan
MProp
Director since
1 September 2015
Independent
Murray has extensive
experience in the
management of highly
customer focused
organisations and in
navigating extremely
complex environments,
including as managing
director of Foodstuffs North
Island, one of New Zealand's
largest companies.
Murray has also previously
held various general manager
positions at Foodstuffs and
management roles in the
property investment and
development sectors. He is a
director of Metcash Limited,
an ASX listed company,
Southern Cross Medical
Care Society, SkyCity and
Stevenson Group, and a
Board trustee of Starship
Foundation.
Murray is chair of our People,
Performance and Culture
Committee.
Jack Matthews
BA Philosophy, College
of William and Mary
Director since
1 July 2017
Independent
Jack is an experienced
director who has held a
number of senior leadership
positions within the media,
telecommunications and
technology industries in
Australia and New Zealand.
Jack has extensive
telecommunications
industry experience having
been CEO of TelstraSaturn
during the period they
deployed their HFC network
in New Zealand, as well as
a former director of Crown
Fibre Holdings, the Crown
agency overseeing the
rollout of New Zealand’s
fibre infrastructure network.
Formerly, Jack was CEO
of Fairfax Media’s Metro
Division, CEO of Fairfax
Digital and Chief Operating
Officer of Jupiter TV (Japan).
Jack is currently the chair
of MediaWorks, a director
of Plexure Group and
New Zealand Golf Network
Limited and a former director
of The Network for Learning,
APN Outdoor Group and
Trilogy International.
Jack is on our Audit and Risk
Management Committee.
Sue Bailey
Graduate Diploma
in Marketing
(with Distinction) from
RMIT University
Director since
31 October 2019
Independent
Sue has over 30 years
experience in
telecommunications,
across fixed telephony,
mobile and broadband.
She has worked for Telstra,
Virgin Mobile and most
recently for Optus where
she was a member of the
executive leadership team.
From 2010 to 2013, Sue was
the CEO for Virgin Mobile
Australia, a fully owned
subsidiary of Optus. Prior to
that, she was a Senior Vice
President at Virgin Mobile USA
where her responsibilities
included product marketing,
customer lifecycle
management and analytics.
Sue’s career began in Telstra,
where she held a range of
marketing and product roles.
Sue is on our People,
Performance and Culture
Committee.
Kate Jorgensen
BBus, CA
Director
(Board appointment of
1 July 2020 to be confirmed
by shareholder vote at
Annual Shareholder Meeting
on 29 October 2020)
Independent
Kate has significant financial,
audit, governance and
commercial experience and
has held a number of senior
leadership positions within
the telecommunications,
infrastructure and
construction industries in
New Zealand.
Most recently, she was CFO
of Vodafone New Zealand.
Prior to that, Kate was CFO
of KiwiRail, CFO of Fletcher
Building's infrastructure
division and a senior audit
manager for KPMG.
Kate is a member of
Chartered Accountants
Australia and New Zealand.
Kate is a member of our
Audit and Risk Management
Committee.
Annual Report 202072
This statement outlines the key aspects of our
corporate governance framework and was
approved by our Board on 24 August 2020.
As a New Zealand company listed on the NZX, our corporate
governance policies and practices meet or exceed the
standards of that market. We have adopted and fully
followed the recommendations set out in the NZX Corporate
Governance Code.
Although we have an ASX “foreign exempt” listing status
1
we
also continue to take the ASX Corporate Governance Code
into account in our governance practices and policies.
Our Board regularly reviews and assesses our governance
policies, processes and practices to identify opportunities
for enhancement.
Our corporate governance practices are outlined on the
following pages and available at www.chorus.co.nz/governance.
Key corporate governance documents are also available
at www.chorus.co.nz/governance.
Our Board’s role
Our Board is appointed by shareholders and has overall
responsibility for strategy, culture, health and safety,
governance and performance.
1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX listing
rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.
Board membership
Our Board’s skills, experience and composition support
effective governance and decision making, positioning it
to add value.
Supported by the Nominations and Corporate Governance
Committee (NCGC) our Board regularly assesses its
composition utilising a skills matrix and annual evaluation
processes. Training is provided or recruitment undertaken
if new or additional skills or experience is required. This
ensures diversity of thought, skills and expertise and that
our Board remains aligned with our strategic direction.
Our constitution provides for a minimum of five and a
maximum of 12 directors.
As at 30 June 2020 we had seven directors all of whom are
independent directors.
Directors are not appointed for specified terms. However,
the NZX listing rules compulsorily require that no director
term exceeds three years, requiring all directors to stand
again for re-election before their third anniversary. Due
to Chorus' succession planning, Chorus has at least one
director standing for re-election each year. Mark Cross stood
for re-election in 2019, while Sue Bailey stood for election as
a new director.
We recognise that women and ethnic minorities are
still under-represented in the leadership of New Zealand
businesses and our Board remains actively conscious of
this in its succession planning. More information on our
approach to diversity is set out later in this report.
Corporate governance
framework
Annual Report 202073
Summary
1
of our Board’s roles and responsibilities:
Culture• Leading culture “from the top” so our culture is consistent with our values
Strategy &
performance
• Engaging in ongoing strategy development
• Overseeing capital allocation
• Approving, and reviewing performance against, our strategy and business plans (including capital
expenditure and operating budgets)
Financial oversight &
reporting
• Overseeing our accounting and reporting systems and, where appropriate, approving our financial and
other reporting
• Overseeing and monitoring the performance of internal and external auditors
• Overseeing our control and accountability systems
• Overseeing long term capital management (balance sheet and dividends)
• Setting, monitoring and reviewing our internal audit plan
Risk management• Adopting and reviewing Chorus’ risk management framework, including setting the risk appetite
• Regularly reviewing principal risk reporting
Health & safety• Setting the strategy, culture and expectations in relation to health and safety
Board composition &
performance
• Reviewing and evaluating Board, Board committee and individual director performance
• Appointing members to Board committees
Governance• Overseeing corporate governance, including reviewing key governance documents
• Carrying out the functions specifically reserved to our Board and its committees under Board approved
policies and committee charters
• Monitoring compliance with our continuous disclosure obligations
People• Reviewing and approving remuneration and people strategies, structures and policies
• Appointing and removing our CEO, CFO and General Counsel & Company Secretary
• Assessing the measurable objectives set for, and progress towards achieving, our diversity and
inclusiveness goals
Significant transactions
• Approving major capital expenditure and business activities outside the limits delegated to management
1 Summary primarily drawn from our Charter but also from other supporting governance documents.
Annual Report 202074
Prue Flacks and Jack Matthews are retiring by
rotation and standing for re-election at our 2020
ASM. Kate Jorgensen is also standing for election
following her appointment by the Board.
Our Board has determined that collectively its
directors have a broad range of managerial, financial,
accounting and industry skills and experience in
the key areas set out on the following page.
A summary of current directors skills, experience
and qualifications is set out on our website
at www.chorus.co.nz/governance.
As the Chorus business evolves, so too does the Board.
Chorus’ beginnings were focused on infrastructure build
and project management. With the success of the build,
we are increasingly focused on connecting customers
and their experience as well as future connectivity and
innovation opportunities. The Board considers it is
important to balance both specialist expertise and the
ongoing need for strong general commercial expertise.
The following table reflects the strengths of the current
Board based on a mix of key skills and experiences that are
currently relevant for Chorus.
Figure 12Figure 13:
Director tenureBoard gender diversity
DirectorAppointedLast elected at ASM
Prue Flacks20112017
Jon Hartley20112017
Murray Jordan20152018
Patrick Strange20152018
Mark Cross20162019
Jack Matthews20172017
Sue Bailey20192019
* Tenure and Gender Diversity calculated ahead of Kate Jorgensen's appointment on 1 July, 2020. If calculated at 1 July 2020, Director Tenure ratios
would be 38% : 37% : 25%. Board gender diversity would be 38% female : 62% male.
0–3 years
4–6 years
6+ years
Female
Male
29%28%
43%
71%
29%
Annual Report 202075
Skill/experienceDescriptionCombined Board
Capital markets
and investment
Experience in, and understanding of, capital markets, market regulation,
capital investment and the investor experience
Communications
connectivity and
technology
Understanding, expertise and/or experience in communications connectivity,
adopting new technologies, leveraging and implementing technologies
Governance –
financial, audit,
legal, listed company
Experience with, and a commitment to, high corporate governance standards
including in listed companies
Understanding financial business drivers, and/or experience implementing or
overseeing financial accounting, external reporting and internal financial controls
Physical infrastructure
and operations
including contracting,
safety and risk
Experience in leading, and/or understanding of, physical infrastructure
operations, including contracting
Commitment and experience in management of workplace safety
Experience anticipating and identifying key risks and monitoring the effectiveness
of risk management frameworks and controls
Governance –
executive experience
in large businesses
Executive experience in leading large businesses, developing and implementing
strategy and strategic objectives, assessing business plans and driving execution
Infrastructure
regulation
Understanding the current and developing regulatory environment, complexities
and actual and potential impacts
Expertise identifying and managing legal, regulatory, public policy and corporate
affairs issues
Customer
experience
Experience in customer-led transformation, customer focus and/or customer
centric organisations
Moderate experienceSome experienceSubstantial experience
Annual Report 202076
Appointment
Our Board may appoint additional directors to our Board or to
fill a casual vacancy.
The independence, qualifications, skills and experience
needed for the future and those of existing Board members are
reviewed before appointing new directors. External advisors are
also engaged to identify potential candidates.
To be eligible for selection, candidates must demonstrate
appropriate qualities and satisfy our Board they will commit the
time needed to be fully effective in their role.
Appropriate checks are undertaken before a candidate is
appointed or recommended for election as a director, including
as to the person’s character, experience, education, criminal
record and bankruptcy history.
Shareholders may also nominate candidates for appointment
to our Board. In addition, under the agreements entered into
with CIP relating to our UFB programme, CIP is entitled to
nominate one person as an independent director, however
CIP have never excercised this entitlement. Should this occur,
our Board must consider this nomination in good faith, but the
appointment (and removal) of any such person as a director is
to be made by shareholders in the same way as other directors.
We have written agreements with each non-executive
director setting out the terms of their appointment, including
obligations and responsibilities, compliance with our policies
(including code of ethics and securities trading) and ongoing
professional development.
No person who is an 'associated person' of a
telecommunications services provider in New Zealand may
be appointed or hold office as a director.
Minimum shareholding policy
Chorus' Minimum Shareholding Policy sets the expectation
on Director's to hold, at minimum, shares equal in value to
one year's director base fee (after tax). If not held at date
of appointment (or policy), the policy expects Directors to
accumulate this holding over the first three years in office.
Director induction and professional development
Our director induction programme ensures new directors
are appropriately introduced to management and our
business, provides directors with relevant industry knowledge
and familiarises them with key governance documents and
key stakeholders.
Our directors are expected to continue ongoing professional
development to ensure they maintain appropriate expertise
to effectively perform their duties.
We hold dedicated Board education sessions covering a
range of topical matters, both technical and cultural.
Visits to our operations, briefings from key management,
industry experts and key advisers, together with educational
and stakeholder visits, are also arranged for our Board.
Review and evaluation of Board performance
Our Board uses internally and externally facilitated
performance and evaluation processes overseen by our
NCGC. As part of this process our chair meets with directors
individually to discuss performance.
Our Board also formally engages in annual reviews of our
Board chair, and chairs of our standing Board committees.
In addition to Board performance reviews, our Board
takes a future focused approach to future Board capability,
composition and the potential contribution of each
existing director.
Independent advice
A director may, with our chair’s prior approval, obtain
independent professional advice (including legal advice)
and request the attendance of advisers at Board and Board
committee meetings.
Independence
All our directors are independent directors.
For a director to be considered independent our Board must
affirmatively determine he or she does not have a disqualifying
relationship as set out in our Board charter. These disqualifying
relationships reflect those set out in the NZX listing rules and
NZX and ASX corporate governance codes.
Our Board has not set financial materiality thresholds for
determining independence but considers materiality in the
context of each relationship and from the perspective of the
parties to that relationship.
Delegation of authority
Our Board has overall responsibility for strategy, culture,
health and safety, governance and performance.
Implementation of our Board approved strategy, business
plan and governance frameworks, and responsibility for
developing our culture and health and safety practices, is
delegated by the Board to management through the CEO.
As such our CEO (with the support of his executive team) is
responsible for Chorus’ day-to-day management, operations
and leadership, reporting to the Board on key performance,
management and operational matters.
Our CEO sub-delegates authority to his executive team and
they sub-delegate their authority to other Chorus employees
within specified financial and non-financial limits.
Formal policies and procedures govern the parameters and
operation of these delegations.
Annual Report 202077
Three standing Board committees also assist our Board in
carrying out its responsibilities. Some Board responsibilities,
powers and authorities are delegated to those committees.
Other committees may be established and specific
responsibilities, powers and authorities delegated to those
committees and/or to particular directors.
Board committees
Board committees assist our Board by focusing on specific
responsibilities in greater detail than is possible for the
Board as a whole. Each standing Board committee has a
Board approved charter and chair. Committee members are
appointed by our Board.
Audit and Risk Management Committee (ARMC)
RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and financial
reporting
MembersMark Cross (chair), Jon Hartley, Jack Matthews
IndependenceAll committee members are independent directors
Responsibilities• Overseeing the quality and integrity of external financial reporting, financial management and internal controls
• Regularly reviewing principal risk reporting
• Recommending to our Board the appointment, and if necessary removal, of the external auditor
• Assessing the adequacy of the external audit and independence of the external auditor
• Reviewing and monitoring the internal audit plan and reporting
• Overseeing the independence and objectivity of the internal audit function
• Reviewing compliance with applicable laws, regulations and standards
People Performance and Culture Committee (PPCC)
RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies
MembersMurray Jordan (chair), Prue Flacks, Sue Bailey
IndependenceAll committee members are independent directors
Responsibilities• Reviewing people and remuneration strategies, structures and policies
• Approving annual remuneration increase guides and budgets
• Reviewing candidates for, and the performance and remuneration of, our CEO
• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except
our CFO and General Counsel & Company Secretary whose appointment is approved by our Board)
• Reviewing our CEO’s performance and his evaluation of his executive direct reports
• Developing and annually reviewing and assessing diversity and its reporting
• Overseeing recruitment, retention and termination policies and procedures for senior management
• Making recommendations (including proposing amendments) to our Board with respect to senior executive
(including CEO) incentive remuneration plans
• Annually reviewing non-executive director remuneration
Our
Shareholders
Chorus
Limited Board
CEO
Executive
Team
Our
People
Audit and Risk
Management Committee
People, Performance and
Culture Committee
Nominations and Corporate
Governance Committee
Annual Report 202078
Nominations and Corporate Governance Committee (NCGC)
RoleOur NCGC assists our Board in overseeing and promoting continuous improvement of corporate governance
at Chorus
MembersPatrick Strange (chair), Jon Hartley, Prue Flacks
IndependenceAll committee members are independent directors
Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees
• Reviewing the size, independence, qualifications, skills, experience and composition of our Board
• Developing, reviewing and making recommendations to our Board on corporate governance principles
• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board
committee, and individual director performance
• Developing and reviewing Board succession planning (including for the Board chair)
• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics
• Reviewing and overseeing director induction and ongoing professional development
Board chair
Our chair is elected by the Board and must be a
non-executive, independent director.
The chair’s responsibilities include:
• Leading the Board;
• Setting the agenda for Board meetings in consultation
with the CEO;
• Facilitating the effective contribution of all directors; and
• Promoting constructive relationships between directors
and management.
The chair’s other commitments must not hinder his or her
effective performance in the role.
The Board has appointed an independent director as deputy
chair to undertake chair’s duties in her/his absence and
assist our chair (including leading the annual review of our
chair’s performance).
Board and Board committee meeting attendance in the year ended 30 June 2020
Regular Board
meetings
Other Board
meetings
1
ARMCPPCCNCGC
Total number of
meetings held
96442
Patrick Strange
2
962
Jon Hartley8342
Mark Cross954
Prue Flacks8642
Murray Jordan964
Jack Matthews963
5
2
6
Sue Bailey
4
743
6
Anne Urlwin
4
221
5
Kate McKenzie
3, 4
32
JB Rousselot is not a director, but has attended 100% (6) of all Board meetings as CEO since his appointment.
Notes:
1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have at least two health and safety site visits each year.
2 Patrick Strange, as Board chair, attends all Board committee meetings. As he is not a formal member of those committees that attendance is not
noted in the table.
3 Kate McKenzie was not a member of any of the Board committees but attended all committee meetings as CEO and an observer.
4 Sue Bailey, Anne Urlwin and Kate McKenzie each respectively attended 100% of Board meetings during their tenures as director.
5 Anne Urlwin resigned from ARMC on 31 October 2019, and Jack Matthews was appointed on this date.
6 Jack Matthews resigned from PPCC Committee on 31 October 2019, and Sue Bailey was appointed on this date.
Annual Report 202079
The risk and
control environment
2. Risk assessment and ratings
– Risk assessment (likelihood and impact)
– Risk ratings (critical, high, medium, low)
5. Annual risk reviews
– Completeness,
accuracy and validity
of principal risks
– Effectiveness of the
risk management
process
1. Risk identification and description
– Risk identification and description
– Recording principal risks
3. Risk mitigations
– Risk responses
– Mitigating controls
– Action plans
4. Regular risk reporting
– Mitigation status
– Risk trends
– Current and potential risks
– Action plan status
Assurance
Management assurance
Independent assurance
(including internal audit,
external audit)
Managing risk
Like all businesses, we are exposed to a range
of risks. Our risk management activities aim
to ensure we identify, prioritise and manage
key risks so we can execute our strategies and
achieve our goals.
Risk management
No business can thrive without taking on risk. Effective risk
management is about informed risk taking and appropriate
and active management of risks.
We seek to understand and respond to our current and
future business environment, and to actively seek and
robustly evaluate opportunities and initiatives which protect
and achieve our business strategies. We strive to understand,
meet and appropriately balance stakeholders’ expectations to
deliver value to shareholders and a sustainable environment
for Chorus in the long term.
Our Board
Our Board is ultimately responsible for risk management
governance:
• Annually setting risk appetite and tolerances and
determining principal risks;
• Approving and regularly reviewing our Managing Risk Policy
and supporting framework;
• Promoting a culture of proactively managing risk; and
• Through our ARMC, providing risk oversight and monitoring.
Risk appetite
Our risk appetite sets our tolerable levels of risk. It forms
a dynamic link between strategy, target setting and risk
management and sets boundaries for day-to-day decision
making and reporting.
Risk management processes
Our Managing Risk Policy sets out how we manage
our risks, including by:
• Having a single risk management framework;
• Providing the CEO and executive team with discretion to
manage risk within the guidance provided in our framework;
• Balancing the level of control implemented to mitigate
identified risks with our commitment to comply with
external regulation and governance requirements and
Chorus’ value and growth aspirations; and
• Meeting good practice standards for risk management
processes and related governance.
Principal risks
Principal risks are owned by relevant executives. This
promotes integration into operations and planning and a
culture of proactive risk management. Notwithstanding
individual ownership, our CEO and executive hold collective
responsibility for considering how risk and events interrelate
and for managing our overall risk profile.
Principal risks are reported to our ARMC quarterly and, if
necessary, also by exception. Principal Risk owners support
the regular reporting from the Internal Audit & Compliance
Manager's by providing “deep dives” on the risks they own.
Our ARMC reports to our Board.
Principal risks are assessed with each responsible executive
and collectively with the executive team before being
reported to the ARMC. This allows for constructive challenge
and debate. Underlying risk assessment and monitoring
practices are undertaken by each principal risk owner with
assistance from our Risk Compliance & Internal Audit team.
Our Board also receives management and other internal
and external reporting over risk positions and our risk
management operation (including from internal audit
plans approved by the ARMC) through our overall
governance framework.
Annual Report 202080
Our ARMC reviews the remuneration and incentive
arrangements of our Head of Risk Compliance & Internal
Audit and our Risk & Assurance Manager each year.
Principal risks are our key risks to the achievement of our
strategy. These are assessed on a risk profile identifying
likelihood of occurrence and potential severity of impact.
Current principal risk categories are identified via a
comprehensive enterprise risk management framework
encompassing financial and non-financial risks. They include
anticipating and responding to:
• Customer/market risks: customer service and experience;
revenue growth and market changes;
• Operational risks: e.g. network and IT quality, availability
and resilience; delivering effective and quality outcomes
(including with service partners); labour market risks;
• People & culture: e.g. health & safety; engagement;
capability; talent and change management;
• Regulatory risks and broader societal expectations:
e.g. working within the regulatory and legal environment,
and broader societal expectations;
• Capital management: e.g. working within appropriate
capital management settings.
Our climate change risks are reviewed as part of our
operational risks (see the Climate Change Assessment
section on page 83).
Internal audit
We operate a co-sourced internal audit model with our Head
of Risk, Compliance & Internal Audit and her team supported
by external advisors PricewaterhouseCoopers
to provide additional resource and specialist expertise
as required.
The responsibilities of our internal audit function include:
• Assisting our ARMC and Board in their assessment of
internal controls and risk management;
• Developing an internal audit plan for review and approval
by the ARMC each year;
• Executing the plan and reporting progress against it,
significant changes, results and issues identified; and
• Escalating issues as appropriate (including to our ARMC
and/or Board chairs).
Our executive team and ARMC monitor key outstanding
internal audit issues and recommendations as part of regular
reporting and review, including the timeliness of resolution.
Our ARMC has direct and unrestricted access to our internal
audit function, including meeting them without management.
Our Head of Risk, Compliance & Internal Audit has a
management reporting line to our General Counsel &
Company Secretary and a direct reporting line to our ARMC,
attending every ARMC meeting.
External auditor
Our Board and ARMC monitor the ongoing independence
and quality of our external auditor. Our ARMC also meets
with our external auditor without management present.
Our ARMC charter and External Auditor Independence Policy
amongst other things:
• Prohibit the provision of certain non-audit services by our
external auditor;
• Require ARMC approval of all audit and permitted
non-audit services;
• Require our client services partner and lead/engagement
partner to be rotated every five years (with a five year
cooling off period) and other audit partners to be rotated
every seven years (with a two year cooling off period);
• Require our ARMC to review our external auditor’s fees half
yearly (including the ratio of fees for audit vs. non-audit
services); and
• Impose restrictions on the employment of former external
audit personnel.
The non-audit services undertaken by our external auditor
KPMG in the year to 30 June 2020 are set out in note 10 of
the financial statements in this report. Those services were
provided in accordance with our ARMC charter and External
Auditor Independence Policy and did not affect KPMG’s
independence, including because:
• They were approved only where we were satisfied the
services would not compromise KPMG’s independence; and
• They did not involve KPMG acting in a managerial or
decision-making capacity.
KPMG confirm their independence via independence
declarations every six months.
Our external auditors attend our ASM each year.
Annual Report 202081
Health & Safety
We are committed to taking all reasonably
practicable steps to ensure a healthy, safe and
secure environment for our people and anyone
who is in the vicinity of our workplaces.
We are committed to an open reporting culture and
continuous improvement. We have zero tolerance for major
injuries or fatalities. No business objective is prioritised over
the health and safety of any person.
Our Board has a terms of reference setting out its roles and
responsibilities in relation to health and safety at Chorus
which is reviewed every two years.
Our Board ensures appropriate policies and procedures
are adopted and implemented and reviews the monitoring,
identification reporting and management of significant
health and safety risks.
Health and safety is discussed at each scheduled Board
meeting with our Board receiving reports from management
containing comprehensive summaries of health and safety
activity and outcomes, including data on all actual health
and safety incidents, near misses, breaches, subsequent
investigations (including assessment of root causes) and
remedial actions.
Our Board receives additional quarterly reports on progress
against our annual health and safety plan and directors carry
out at least two health and safety site visits each year.
People
Managing performance
Our performance management approach is based on
fostering and rewarding valuable business outcomes.
Our people have performance and development plans,
which are regularly reviewed with their people leaders.
Performance plans are developed to connect our people
with our strategy, their functional plans and individual roles.
Performance plans include outcome based objectives,
behavioural measures and an individual development plan.
Formal performance reviews were undertaken for all our
people during the year. As part of this, people leaders sought
feedback and participated in peer review and moderation
sessions, resulting in an overall performance rating and
remuneration recommendations determining an individual’s
total pay (fixed remuneration and variable).
A similar process is undertaken each year for our executive
team, with our CEO making recommendations to our PPCC
for executive team members, and our PPCC leading the
performance review of our CEO, making recommendations
to our Board. These processes are consistent with those set
out in our PPCC charter and allow our Board to provide input
into individual performance outcomes, total reward approvals
(fixed and variable) and development plans. These processes
were all undertaken in the year ended 30 June 2020.
We have written agreements with our CEO and each of our
senior executives setting out the terms and conditions of
their employment.
Annual Report 202082
Codes of ethics
Directors and employees are expected to act honestly and
with high standards of personal integrity. Codes of ethics
for our directors and employees set the expected minimum
standards for professional conduct. These codes facilitate
behaviours and decisions that are consistent with our values,
business goals and legal and policy obligations, including in
respect of:
• Conflicts of interest;
• Gifts and personal benefits;
• Anti-bribery and corruption;
• Use of corporate property, opportunities and information;
• Confidentiality;
• Compliance with laws and policies; and
• Reporting unethical behaviour.
We have communicated our codes of ethics and provided
annual training to our directors and employees. Our people
are also encouraged to report any unethical behaviour,
including quarterly reporting of any potential conflicts.
This process is subject to internal audit. All reported
breaches are investigated.
Other policies reinforce the behaviours we expect at
Chorus, including:
• Bribery & gifts: Acceptance of bribes, or gifts/other benefits
which could be perceived as influencing
decisions, are prohibited under our codes of ethics policies.
Our Gifts and Entertainment Policy, which applies to all
employees, contractors and the Chorus Board, sets out
the parameters within which gifts and entertainment may
be accepted and our approval processes for gifts and
entertainment over $150.
• Anti-bullying, Harassment and Discrimination: Our
Anti-bullying, Harassment and Discrimination Policy reinforces
our commitment to a psychologically and physically safe
working environment including our zero tolerance approach
to bullying, harassment and discrimination. Our policy is
reflective of wider New Zealand legislation, such as the New
Zealand Bill of Rights Act 1990 and Human Rights Act 1993,
which prohibits discrimination and protects the right to
freedom of expression. We have annual anti-bullying training.
• Whistle blowing and fraud: Our Whistle Blowing and Fraud
policies allow for confidential reporting of serious misconduct
or wrongdoing and suspected fraud or corruption. We have
a dedicated whistleblower email address and phone number,
the latter monitored by PWC. This latter number is available to
all employees and also sub-contractors. New Zealand law also
provides protection to employees who disclose information
about serious wrongdoing in, or by, an organisation. These
existing protections will be further enhanced by the Protected
Disclosures (Protection of Whistleblowers) Act which is
expected to become law from 2021. We also have a dedicated
address for reporting any suspected fraud.
We did not receive any reports of serious instances of
unethical behaviour by our employees in the year to
30 June 2020. Unfortunately we did receive reports of
alleged unethical behaviour by some sub-contractors used
by our service company partners.
We, and an independent reviewer, fully investigated
these allegations.
Trading in Chorus securities
Chorus' Minimum Shareholding Policy, sets the expectation
on Directors to, subject to chair discretion, hold at a
minimum, shares equal in value to one year’s, post-tax,
director base fees, accumulated over the first 3 years
in office.
All trading in Chorus securities by directors and employees
must be in accordance with our Securities Trading Policy. That
policy prohibits trading in Chorus securities while in possession
of inside information and requires, amongst other things:
• Directors to notify, and obtain consent from, the chair (or
in the chair’s case, the ARMC chair) before trading; and
• Employees identified as potentially coming across market
sensitive information in the course of their employment
(“restricted persons”), to obtain consent from our General
Counsel & Company Secretary (or in our General Counsel &
Company Secretary’s case, our Board chair) before trading.
Trading in Chorus shares or NZX listed bonds by directors is
disclosed to our Board, the NZX and ASX. Trading by “senior
managers” is disclosed to the NZX.
Market disclosures
We are committed to providing timely, factual and accurate
information to the market consistent with our legal and
regulatory obligations.
We have a Board approved Disclosure Policy and a CEO
approved Market Disclosure Policy setting out our disclosure
practices and processes in more detail.
Our disclosure policies are designed to ensure:
• Roles of directors, executives and employees are clearly
set out.
• Appropriate reporting and escalation mechanisms
are established.
• There are robust and documented confidentiality protocols
in place where appropriate.
• Only authorised spokespersons comment publicly, within
the bounds of information which is either already publicly
known or non-material.
Our approach to tax
We take our tax obligations seriously and work closely with
Inland Revenue to ensure we meet our tax obligations.
We obtain external advice and Inland Revenue’s views
(through informal correspondence, determinations or rulings)
in respect of unusual or material transactions.
As we operate only in New Zealand all our tax is paid in
New Zealand at the prevailing corporate tax rate (currently
28%). We have paid all taxes we owe and all tax compliance
obligations are up to date.
Acting ethically
Annual Report 202083
We’ve considered our approach to climate change risk in
line with the Task Force on Climate-related Financial
Disclosure framework. We consider the potential near to
medium term financial impact of climate change effects to
be low for our business.
Governance
The Board is responsible for Chorus’ risk management
framework, which includes climate-related risks, with our
ARMC providing risk oversight and monitoring.
Risks are regularly identified, assessed, mitigated and
reported at both the Executive Management and ARMC level.
Key staff are responsible for managing risk within Chorus.
For example, the GM Customer & Network Operations is
responsible for operational risks relating to our nationwide
physical network. Aspects of operational risks are identified
under the risk management framework as principal climate-
related risk. Mitigation includes planning for network
deployment and protection, as well as ongoing maintenance
and fault management.
Risk Management
As part of our risk management framework, Chorus identifies
different risks to our business, along with our mitigants.
While many risks will be identified through the ordinary
course of business, others, such as climate-related risks, are
specifically assessed.
Our risk mitigation approach (including mitigating controls,
risk responses and action plans designed to mitigate a risk),
determines the appropriate level of response for identified
issues. Mitigation actions for climate-related risks may
include physical resilience improvements, relocation of
assets, response planning, as well as risk transfer/insurance
initiatives.
We expect our future asset management plans will
continue to incorporate climate change considerations to
increase resilience as the emerging effects and regional
considerations become clearer.
Strategy
Physical risks
Our deployment of fibre past approximately 1.36 million
homes and businesses by the end of 2022 is enhancing
our network’s resilience and making ultra-fast broadband
more widely available. Fibre is less susceptible to water and
lightning related faults than the cables and street-based
electronics in the copper network.
Operational risk has been identified as one of our principal
climate-related risks (as assessed against a risk profile
identifying likelihood of occurrence and potential severity of
impact). This incorporates a focus on network availability and
resilience, including weather-related impacts.
In FY19 we commissioned an external climate change impact
assessment to conduct high-level desktop risk screening
of our key network assets. This identified that exposure of
existing assets is most likely to occur along the New Zealand
coastline due to projected sea level rise.
An 0.5 metre sea level rise, corresponding to projections to
2060 under representative concentration pathway 8.5H+,
identified that in the medium term:
• five exchanges of varying size may be at potential risk from
coastal inundation
• 0.3% or ~260 kilometres of core fibre routes are potentially
at risk
• less than 0.5% of all point assets (exchanges, sites, terminal
enclosures, underground utility boxes, and poles) are
potentially at risk.
This report has been used along with other network
information, such as experience from past extreme weather
events, to inform our existing network planning and
management practices. For example:
• we have a regular programme of building maintenance and
flood protection work has been undertaken on the South
Dunedin exchange.
• we use geotechnical surveys to identify potential landslip
and other topographic risks when selecting fibre routes in
rural areas.
• we place our cables on the downstream side of bridges, as
protection against flood damage.
Some of the assets identified in the climate risk assessment
are in areas where we aren’t the local fibre network provider
and will therefore have diminished relevance in the future.
Climate change
assessment
Annual Report 202084
Transition to a low-carbon economy
As COVID-19 has demonstrated, high quality broadband
supports alternative business models and communications
options that reduce the need for carbon emitting activity
(e.g. virtual desktop services enable work from home and
reduce commuting; video conferencing reduces the need
for regional travel while enhancing employee collaboration).
Broader consumer awareness of climate change may help
drive wider adoption of fibre broadband, and higher speed
1Gbps plans, as a carbon minimising technology.
Fibre also requires less electricity to operate than the existing
copper network. We expect our electricity usage to decline
over time as we migrate customers to fibre, thereby reducing
our network-related carbon emissions.
Our vehicle related emissions (direct and indirect) will also
reduce as we shift from building and connecting customers
to simply operating the new fibre network. Technology is
enabling better identification of faults without the need for
technician visits. Adoption of electric vehicles for field visits
may also become feasible in the future with improvements in
technology and cost.
Metrics and Targets
We have a science based target of achieving an 80%
reduction in our scope 1 and 2 greenhouse gas emissions,
from our FY12 base year, by 2030. In FY20 we achieved a
37% reduction against this target. We’ve avoided a net
cumulative 43 kilotonnes of carbon dioxide equivalent
emissions since FY12.
Annual Report 202085
Stakeholder
engagement
Shareholder engagement
We are committed to fostering constructive relationships
with shareholders that encourage engagement with us,
including by:
• Communicating effectively with them;
• Giving ready access to balanced and understandable
information;
• Making it easy for shareholders to participate in general
meetings; and
• Maintaining an up to date website providing information
about our business.
Our investor relations programme is designed to further
facilitate two-way communication with shareholders, provide
them and other market participants with an understanding
of our business, governance and performance and an
opportunity to express their views. As part of this programme
we enable investors and other interested parties to ask
questions and obtain information, meet with investors and
analysts and undertake formal investor presentations.
Our annual and half year results presentations are made
available to all investors via webcast.
Annual meetings are held in a main centre and webcast to
enable shareholders to view and hear proceedings online.
We enable shareholders to vote by proxy ahead of meetings
without having to physically attend or participate in those
meetings and adopt the one share one vote principle,
conducting voting at shareholder meetings by poll.
Because of the ownership restrictions contained in our
constitution, there may be rare circumstances where, in
the event that the restriction is breached, our Board may
prohibit the exercise of voting rights. More information on
our ownership restrictions is included later in this report and
in our constitution.
We consider that shareholders should be entitled to vote on
decisions which would change the essential nature of our
business.
Shareholders are also able to ask questions of, and express
their views in respect of, our Board, management and
auditors (including via appointed proxies) at and before
annual meetings.
We encourage shareholders to communicate with us and our
share registrar electronically, including by providing email
communication channels and online contact details and
instructions on our website.
Stakeholder survey
We conduct a biennial survey of a diverse group of
stakeholders to gauge perceptions of our performance
and identify any matters that may require further attention.
These stakeholders include investors and analysts, business
leaders, central and local government, media,
and telecommunications industry organisations.
Annual Report 202086
Diversity and inclusion
Chorus has an established Belonging strategy to
deliver and maintain our inclusive culture. Our
aim is to strengthen our collective capability,
identify, attract and retain diverse talent, and
leverage the diversity of our people. The strategy
is owned by the Board and Executive team.
Our Board considers progress is being made in
developing Chorus’ diverse and inclusive culture.
This is based on our annual review of the
effectiveness of our strategy, as well as progress
gainst our measurable diversity metrics and objectives.
Flexible and adaptable workforce
In early 2019, we launched Flex@Chorus, our approach to
flexible working. The policy provides access to multiple
flexible working options for employees, including part-time
hours, flexible locations, the ability to stagger a return to
work and options for flexibility in work schedule. The key
requirement for any application for flexibility is that it works for
the individual, the team, the customer and Chorus as a whole.
The Flex@Chorus policy, together with our COVID-19
response, has had a strong positive effect on employee
perceptions.
We now see an opportunity to extend our approach to flexible
working further, post the COVID-19 lockdown where we
were able to successfully establish “work from home” for all
of our employees. A project team is working on how Chorus
might reimagine the future of our work. This is a collaborative
process, seeking input from our employees regarding their
preferences and involving them in the design elements for the
next iteration of Flex@Chorus.
1 Chorus engagement survey data is provided by Peakon who are able to provide industry sector benchmarks for data comparison.
Achieving a score that compares within the top 10% of the industry benchmark is considered best in class.
* eNPS means employee Net Promoter Score. Net promoter scores can range from -100 to +100 and are calculated by subtracting the percentage
of detractors (0-6 engagement score) from the percentage of promoters (9-10 engagement score).
1
My work schedule is flexible
enough to accommodate my
family or personal life.
MAY 2019MAY 2019
8.5
+
50
eNPS
OUT OF 10
MAY 2020MAY 2020
9.0
+
69
eNPS*
OUT OF 10
MAY 2019MAY 2019
I am satisfied with our flexible
working policy
8.3
+
45
eNPS
OUT OF 10
MAY 2020MAY 2020
9.1
+
73
eNPS
OUT OF 10
5%
CHORUS IN THE TOP
OF THE GLOBAL
TECHNOLOGY BENCHMARK
THE SUCCESS OF OUR
FLEX@CHORUS POLICY IS
REFLECTED IN ENGAGEMENT
RESPONSES
1
PLACING
Annual Report 202087
Diverse leadership
We achieved our target of a 40:40:20
1
gender ratio in our
people leader community during the year. This means our
people leader population is reflective of our wider employee
population when gender is considered.
Chorus uses a career level remuneration system that has
a total of nine career levels. The largest gender pay gap by
career level is 4.1%. The remaining eight career levels have
a gap of less than 3%, with five of those having a gap of less
than 1%.
Chorus is committed and focused on promoting fair pay
in our remuneration and pay strategy. Our objective is to
achieve a 0% gender career level pay gap. A comprehensive
pay analysis will be completed in FY21, following the
completion of remuneration review processes.
We’re very proud to have received three awards in the
2019 YWCA Equal Pay Awards. These were the Leadership,
Progressive and Supreme Awards. This demonstrates the
meaningful progress we’ve made in supporting equality in
the workplace.
We continue to provide targeted development opportunities
to support diversity in leadership and have a focus on gender
diversity in leadership roles.
1 40% men, 40% women, 20% of any/either gender.
* As at 1 July 2020
2
Figure 14:
Ethnicity by role 2020
20%40%60%80%100%
0
European
Pacific Peoples
Asian
MāoriOtherAfrican / Middle Eastern / Latin American
PEOPLE
LEADERS
2020
ALL
CHORUS
2020
Figure 15:
Gender by role 2019 vs 2020
20%
40%
60%
80%
100%
0
ALL
CHORUS
2019
60
40
ALL
CHORUS
2020
59
41
EXECUTIVE
2020
78
22
EXECUTIVE
2019
55
45
DIRECTORS
*
2020
DIRECTORS
2019
62
38
PEOPLE
LEADERS
2020
60
40
PEOPLE
LEADERS
2019
62
38
62
38
+4%
-1%00-1-1
-2%
+3%+2%+20-1
Annual Report 202088
Wellbeing
The Chorus wellbeing programme has four components
– financial, physical, career and mental wellbeing.
Each component has associated learning whether
it be nutrition seminars, financial literacy, or ways
to combat stress and anxiety. The wellbeing of our
employees remains a priority and this was certainly
amplified throughout our COVID-19 response.
In FY20 we delivered the following wellbeing initiatives:
• retirement planning and financial wellbeing workshops
through Sorted, an independent financial advice provider
• health challenges to encourage movement, increased
vegetable and water intake and quality sleep
• promotion of anti-bullying and harassment through
promotion of Pink Shirt Day
• Anxiety in Disguise workshops to educate employees
on the benefits of correct breathing techniques to
manage anxiety.
3
Chorus has implemented
appropriate precautions to keep
me safe during the COVID-19
pandemic.
Chorus is supportive of me
caring for my loved ones
during the COVID-19
pandemic.
Chorus is doing enough to
support my physical and
mental wellbeing during the
COVID-19 pandemic.
APRIL 2020APRIL 2020
9.5
+
88
eNPS
OUT OF 10
MAY 2020MAY 2020
9.6
+
92
eNPS
OUT OF 10
APRIL 2020APRIL 2020
9.4
+
86
eNPS
OUT OF 10
MAY 2020MAY 2020
9.5
+
88
eNPS
OUT OF 10
APRIL 2020APRIL 2020
9.1
+
73
eNPS
OUT OF 10
MAY 2020MAY 2020
9.3
+
79
eNPS
OUT OF 10
COVID-19
The COVID-19 lockdown tested the strength of our
wellbeing programme. Across this period, we placed a
concerted effort on supporting the health and wellbeing of
our people. Some of the key initiatives we delivered included:
• working at home e-learning module
• access to 6 online financial modules through Sorted
• webinars on posture and pain prevention, growing
vegetables, working with children
• supporting mental wellbeing with Sir John Kirwan
and Mentemia and webinars with Jimi Hunt
• a Change and Resilience programme through the
Langley Group
• online exercise videos for employees to follow.
To measure the effectiveness of our COVID-19 response,
we asked specific questions in employee engagement
surveys in April and May. The results for the health
and wellbeing questions are outlined below:
5%
Chorus really cares about my
mental wellbeing
Working here, I feel that I can
live a balanced, heathy lifestyle.
MAY 2019MAY 2019
8.1
+
32
eNPS
OUT OF 10
MAY 2020MAY 2020
8.6
+
56
eNPS
OUT OF 10
MAY 2019MAY 2019
8.3
+
39
eNPS
OUT OF 10
MAY 2020MAY 2020
8.7
+
60
eNPS
OUT OF 10
CHORUS IN THE TOP
OF THE GLOBAL
TECHNOLOGY BENCHMARK
THE SUCCESS OF OUR HEALTH
& WELLBEING PROGRAMME IS
REFLECTED IN ENGAGEMENT
RESPONSES PLACING
Annual Report 202089
Inclusive culture
A number of employee networks that support our inclusive
culture are now well established at Chorus. These include
our Women’s network, Maori & Pasifika network and
Wellbeing committees. The networks meet regularly and hold
events, either for their members or more broadly for
Chorus employees.
This year we established Mums and Dads networks and
renamed our Mental Wellbeing network – Mental Fitness – in
line with the network’s aim of continuing to build and maintain
their mental fitness.
Another established network is our Rainbow network.
We proudly received Rainbow Tick certification in 2019 and
were reaccredited in 2020.
We understand, value and welcome sexual and gender
diversity and celebrated our reaccreditation with a panel
discussion to help our wider employee population understand
the importance of Rainbow accreditation.
Our Belonging Committee is an umbrella group where all
networks are represented alongside employees passionate
to support inclusion at Chorus. The committee continue to
work collaboratively with the People & Culture team to deliver
diversity and inclusion initiatives based on the pillars of
our programme.
4
People from all backgrounds
are treated fairly at Chorus
MAY 2019MAY 2019MAY 2019MAY 2019
8.5
+
52
eNPS
OUT OF 10
MAY 2020MAY 2020
8.9
+
66
eNPS
OUT OF 10
I am treated like a valued
member of Chorus.
8.0
+
28
eNPS
OUT OF 10
MAY 2020MAY 2020
8.4
+
46
eNPS
OUT OF 10
The Engagement survey measures the success of having an
inclusive culture via the following questions:
Annual Report 202090
Remuneration
and performance
Our remuneration model
Our remuneration model is designed to enable the
achievement of our strategy, whilst ensuring that
remuneration outcomes are aligned with employee and
shareholder interests.
Remuneration is governed through the Board and assisted
by the PPCC. The PPCC supports the Board to fulfil their
remuneration obligation by overseeing our remuneration
strategy and policy.
Figure 16:
Our remuneration policy is designed around six guiding principles:
1
2
3
4
5
6
Fair to all - employees and shareholders, sharing
in the success of Chorus.
Supports a Performance focused culture.
Valued by our people.
Simple to understand and administer.
Market — aligned with our competitors.
Point of difference — how we know it is Chorus.
Commitment to pay equity and alignment with our
shareholders’ expectations.
Rewards aligned with performance.
We have a diverse workforce and aim to provide
an appropriate suite of rewards that provide value,
now and in the future.
Simplicity promotes understanding,
clarity and fairness perception.
We ensure we are not over or underpaying our people through
robust market analysis that guides our decisions on remuneration.
Support our purpose, strategy, values, and employee
value proposition.
Remuneration principles What does this mean?
For FY20 all employees had fixed remuneration, targeted at
the market medium. During FY20, two material changes were
made to Chorus’ remuneration strategy.
1) Eligibility of the FY20 short term incentive (STI) scheme
was reviewed and only senior employees were invited to
participate in the FY20 STI scheme. Further details of the
scheme are outlined on page 91; and
2) As a result of changes to tax legislation, a new Chorus
Executive Long Term Incentive (LTI) scheme was agreed
and an initial grant of performance share rights was made
to eligible executives. The fundamental value of the new
scheme was unchanged from the old. Further details of
the FY20 Chorus Long Term Incentive Plan are outlined
on pages 57 and 91.
As well as a STI, the CEO and members of the executive
leadership team also have the potential to earn a LTI.
Both STI and LTI are deemed at risk because the outcome is
determined by performance against a combination of pre-
determined financial and non-financial objectives.
Fixed remuneration
Fixed remuneration (not at risk) consists of base salary and
other benefits including KiwiSaver. Fixed remuneration
is adjusted each year based on data from independent
remuneration specialists. Employees’ fixed remuneration is
based on a matrix of their own performance and their current
position when compared to the market.
Annual Report 202091
Short term incentive
The FY20 STIs are at risk component payments that are
set as a percentage of fixed remuneration, from 15% to
30% based on the complexity of the role (the CEO’s STI is a
higher percentage of fixed remuneration as set out later in
this report). STI payments are determined following a review
of Company and individual performance and paid out at a
multiplier of between 0x and 1.75x for the CEO and executive
leadership team, and between 0x and 2.8x for all other
employees.
Company performance goals are set and reviewed annually
by our Board to align with shareholder value. A focus on the
customer experience continued to be a feature for the FY20
STI measures.
The FY21 STI scheme largely has the same focus areas as the FY20 scheme. The key change is the introduction of a fibre
connection target, that replaces the Q4 fibre revenue target. For the strategic and transformation STI component, the Board
will make a qualitative assessment on the transition to the new regulatory regime and other long-term business initiatives.
Figure 17:
FY21 STI Goals
FY20 STI goals
EBITDA40% target to align with objective of modest
growth
Customer
experience
20% target based on customer experience,
as measured by consumer scores for fibre
installation and intact installation experience;
Connections20% target based on Q4 revenue; and
Strategic and
transformation
initiatives
20% based on progress against key strategic
and transformation initiatives.
Fundamental to the Chorus STI structure is a gateway goal.
The philosophy of the gateway goal is to provide a preliminary
threshold of financial success and affordability, before any
other measures can be considered for potential STI payments.
If the gateway goal is not achieved, then no STI is payable.
Individual performance goals for all employees are tailored
to their role, with 70% of the goals based on what they
achieve and 30% based on how they perform their role,
which includes a health and safety component for all people
leaders. Payments are subject to the Board's discretion.
As an example of how the STI is calculated, an employee with
fixed remuneration of $100,000 and an STI element of 15%
may receive between $0 and $42,000 (0x to 2.8x their STI
percentage) depending on the level of company performance
and their individual performance.
Long term incentives
We offer long term incentives under an executive LTI share
scheme to reward and retain key executives. The LTIs are an
at risk payment designed to align the interests of executives
and shareholders and encourage longer term decision
making.
The LTI is described in more detail in Note 16 of the financial
statements on page 57.
To further align executive interests with those of
shareholders, a minimum shareholding policy was
introduced in 2019. The policy prohibits executives from
selling shares received under the new LTI, unless the
executive holds the equivalent of at least 25% of their after
tax base remuneration in Chorus shares (or 33% for the CEO).
20%20%
40%
Fibre connections
Strategic & transformation initiatives
EBITDA
Customer experience
20%
Annual Report 202092
Chief Executive employment agreement
and remuneration
JB Rousselot’s employment agreement reflects standard
conditions that are appropriate for a senior executive of a
listed New Zealand company.
The employment agreement may be terminated by:
—either he or the company giving six months' notice in
writing;
—the company without notice in the case of serious
misconduct, serious breach (including substantial
non-performance) or other cause justifying summary
dismissal; or
—the company immediately, if the Board forms the view that
substantial incompatibility and/or irreconcilable differences
have developed with him, or the Board otherwise wishes
to terminate his employment when he is not at fault
(including a redundancy situation or medical incapacity).
Our CEO continues to have a significant portion of his
remuneration linked to performance and at risk. Total
remuneration for our CEO continues to be determined using
a range of external factors, including advice from external
remuneration specialists and is reviewed annually by the
PPCC and Board.
CEO remuneration performance pay
The scenario chart below demonstrates the elements of the
CEO remuneration design in the year ended 30 June 2020.
0
$ Thousands
FIXEDON-PLANMAXIMUM
4,000
3,000
2,000
1,000
100% 48%
36%
16%
38%
50%
12%
Done
BaseAnnual variableLong-term incentives
CEO remuneration for FY19 and FY20 was:
Fixed remuneration Pay for performanceTotal remuneration
SalarySTILTI
JB RousselotFY20
1
763,699
2
661,554
3
–1,425,253
Kate McKenzieFY20588,325
4
––588,325
Kate McKenzieFY191,224,000844,560
5
–2,068,560
1 JB Rousselot became CEO on 20 November 2019.
2 Salary pro-rated from 20 November start date.
3 STI for FY20 (paid FY21), pro-rated from 20 November start date.
4 Salary pro-rated to end date of 20 December 2019.
5 STI for FY19 performance period (paid FY20).
Other benefits paid to Kate McKenzie: Company Kiwisaver contributions in FY20 $52,311 (FY19: $67,372)
Other benefits paid to JB Rousselot: Company Kiwisaver contributions in FY20 $22,672.
Five year summary of CEO remuneration:
CEOTotal remuneration
% STI awarded
against maximum
% STI extension
awarded against
maximum
% LTI awarded
against maximum
% LTI replacement
awarded against
maximum
Span of LTI
performance period
JB RousselotFY201,425,523
1
66––––
Kate McKenzieFY20588,325
2
–––––
Kate McKenzieFY192,068,56053%––––
FY182,219,47565%––––
FY17845,61860%––––
Mark RatcliffeFY18–––89%–FY15 – FY18
3
FY171,981,98748%–100%100%FY15 – FY17
FY162,249,27675%100%70%–FY13 – FY15
1 Total remuneration pro-rated from 20 November 2019 start date.
2 Total remuneration pro-rated to 20 December 2019 end date.
3 Three year grant made 1 July 2015.
Annual Report 202093
The table below outlines the CEO’s STI, LTI and extended LTI schemes for the performance period ending 30 June 2020
1
:
DescriptionPerformance measuresPercentage achieved
STISet at 75% of base remuneration.
Based on key financial and non-
financial performance measures.
• Company performance – see
FY20 STI Goals table on page 91
for weightings.
• Individual performance – based on
business fundamentals (both financial
and non-financial), connections,
revenue, customer experience and
strategic initiatives.
66%
LT IThree-year grant made November
2019, equivalent to 33% of base
remuneration.
Chorus TSR performance over grant
period must exceed 10.35% on an
annualised basis, compounding.
Assessed August 2022
with possible retesting
up to August 2023.
1 The STI payments for FY20 will be paid in FY21.
Total Shareholder Return (TSR) performance
30 June
2015
30 June
2016
30 June
2017
30 June
2018
30 June
2020
30 June
2019
Chorus
NZX50
Percentage return
-50.00
0.00
50.00
100.00
150.00
200.00
250.00
The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2015 and 30 June 2020.
Annual Report 202094
Executive shareholding
Chorus Executives hold shares in Chorus as shown in the
table below.
Median pay gap
The median pay gap represents the number of times greater
the CEO remuneration is to an employee paid at the median
of all Chorus employees. At 30 June 2020, the CEO’s base
salary at $1,250,000 (on an annualised basis), was 11.6 times
that of the median employee at $107,872 per annum.
The CEO’s total remuneration (on an annualised basis and
including STI), was 20 times the total remuneration of the
median employee (including STI) at $107,956
Employee remuneration range for the year ended
30 June 2020
The table opposite shows the number of employees
and former employees who received remuneration and
other benefits in excess of $100,000 during the year ended
30 June 2020.
The number of employees has increased from FY19 due to
changes in the STI scheme. This meant an increase in base
salaries for employees no longer eligible for STI.
During the year, certain employees received contributions
towards membership of the Marram Trust (a community
healthcare and holiday accommodation provider), received
contributions toward their Government Superannuation Fund
(a legacy benefit provided to a small number of employees)
and, if a member, received contributions of 3% of gross
earnings towards their KiwiSaver accounts. These amounts
are not included in these remuneration figures. Any benefits
received by employees that do not have an attributable value
are also excluded.
The remuneration paid to, and other benefits received by,
JB Rousselot in his capacity as CEO are detailed on
page 92 to 93, and are excluded from the table opposite.
The Living Wage in 2019/20 was $21.15 per hour. Chorus
does not have any permanent employee earning less than
the current living wage.
Remuneration range $ (Gross)
Number of employees in the year
ended 30 June 2020
Actual PaymentREM only
REM including benefits
1,740,001 – 1,750,00011
900,001 – 910,000–1
770,001 – 780,0001–
690,001 – 700,000–1
610,001 – 620,00011
600,001 – 610,00011
590,001 – 600,0001–
570,001 – 580,000–1
540,001 – 550,00011
490,001 – 500,00011
480,001 – 490,0001–
410,001 – 420,00023
400,001 – 410,00011
380,001 – 390,00011
350,001 – 360,00021
340,001 – 350,00011
330,001 – 340,00011
320,001 – 330,00044
310,001 – 320,00022
300,001 – 310,00033
290,001 – 300,00033
280,001 – 290,00022
270,001 – 280,00044
260,001 – 270,00033
250,001 – 260,00022
240,001 – 250,00077
230,001 – 240,0001111
220,001 – 230,0001313
210,001 – 220,00077
200,001 – 210,00088
190,001 – 200,0002525
180,001 – 190,0002121
170,001 – 180,0003838
160,001 – 170,0004545
150,001 – 160,0003939
140,001 – 150,0004949
130,001 – 140,0005353
120,001 – 130,0005757
110,001 – 120,0005959
100,000 – 110,0005959
G ran d Tot al530530
ExecutiveCurrent
Holdings
Shares Eligible
to Vest
Andrew Carroll
72,65143,089
David Collins––
Ed Hyde–16,137
Elaine Campbell–14,670
Ewen Powell49,58428,330
Ian Bonnar25,10720,113
JB Rousselot––
Kate McKenzie–65,862
Shaun Philp32726,606
Vanessa Oakley64,65830,287
Tot al212,327245,094
Annual Report 202095
Director remuneration
Fee structure
Total remuneration available to directors (in their capacity as such) in the year ended 30 June 2020 was fixed at our
2019 annual shareholders’ meeting at $1,169,042 an increase of $19,542 (1.7%) from the last fixed increase in 2016.
Annual fee structureYear ended 30 June 2020 $Year ended 30 June 2019 $
Board fees:
Board chair223,650223,650
Deputy chair167,750167,750
Non-executive director114,000114,000
Board committee fees:
Audit and Risk Management Committee
Chair32,60032,600
Member16,30016,300
People, Performance and Culture Committee
Chair22,90022,900
Member11,75011,750
Nominations and Corporate Governance Committee
Chair16,72016,720
Member8,8808,880
Notes:
1 The Board chair and deputy chair receive Board fees only. Other directors receive committee fees in addition to their Board fees.
2 Directors do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and do not have superannuation or any
other scheme entitlements or retirement benefits.
3 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment is
within the total fee pool available. There was a zero increase in director and committee base fees in the year to 30 June 2020.
Fees paid to Directors (in their capacity as such) in the year ended 30 June 2020
DirectorTotal fees
1
$ Board feesARMCPPCCNCGC
Patrick Strange
223,650223,650-
Jon Hartley167,750167,750--
Mark Cross141,166114,00027,166
Prue Flacks138,346114,00015,4668,880
Murray Jordan133,183114,00019,183
Jack Matthews128,783114,00010,8663,916
Anne Urlwin
5
48,86638,00010,866
Sue Bailey
6
83,83376,0007,833
Kate McKenzie
2
––
Tot al
Notes:
1 Amounts are gross and exclude GST (where applicable).
2 Kate McKenzie as CEO did not receive any remuneration in her capacity as a director.
3 Directors (other than the CEO) did not receive any other benefits.
4 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.
5 Anne Urlwin retired as a director effective 31 October 2019.
6 Sue Bailey was appointed as a director effective 31 October 2019.
Fee structure from 1 July 2021
Our PPCC reviews non-executive director remuneration annually based on criteria developed by that committee. Based on
that committee’s recommendation the Board has determined not to change Board fees for the year from 1 July 2020.
Annual Report 202096
Disclosures
Group structure
Chorus Limited has two wholly owned subsidiaries:
Chorus New Zealand Limited (CNZL) and Chorus LTI Trustee
Limite d (CLT L ).
Chorus Limited
Chorus New Zealand LimitedChorus LTI Trustee Limited
Chorus Limited is the entity listed on the NZX and ASX
1
. It is
also the borrowing entity under the group’s main financing
arrangements and the entity which has partnered with the
Crown for the UFB build.
CNZL undertakes (and is the contracting entity for) Chorus’
operating activities and is the guarantor of Chorus Limited’s
borrowing. CNZL also employees all Chorus people. CNZL
has its own constitution but its Board is the same as the
Chorus Limited Board.
CLTL was incorporated in December 2014 as trustee for our
long term incentive plan.
Disclosures in respect of CNZL and CLTL are set out in the
“Subsidiaries” section on page 103.
Indemnities and insurance
Chorus indemnifies directors under our constitution for
liabilities and costs they may incur for their acts or omissions
as directors (including costs and expenses of defending
actions for actual or alleged liability) to the maximum
extent permitted by law. We have also entered into deeds of
indemnity with each director under which:
• Chorus indemnifies the director for liabilities incurred in
their capacity as a director and as officers of other Chorus
companies.
• Directors are permitted to access company records while
directors and after they cease to hold office (subject to
certain conditions).
Deeds of indemnity have also been entered into on similar
terms with certain senior employees for liabilities and costs
they may incur for their acts or omissions as employees,
directors of subsidiaries or as directors of non-Chorus
companies in which Chorus holds interests.
We have a directors’ and officers’ liability insurance policy in
place covering directors and senior employees for liability
arising from their acts or omissions in their capacity as
directors or employees on commercial terms. The policy
does not cover dishonest, fraudulent, malicious or wilful acts
or omissions.
Director change
Anne Urlwin, Kate McKenzie and Jon Hartley resigned as
directors effective 31 October 2019, 19 November 2019
and 31 August 2020 respectively. Sue Bailey was elected
as a director as at 31 October 2019. Kate Jorgensen's
appointment as a director, effective 1 July 2020, was
announced during the year to 30 June 2020.
Notes:
1 Chorus Limited is no longer listed on Luxembourg stock exchange following repayments of our GBP 260 million bonds in April, 2020
Annual Report 202097
Current Directors
Interest as at 30 June 2020Transactions during the reporting period
DirectorSharesInterestNumber
of shares
Nature of transactionConsiderationDate
Patrick Strange41,000Beneficial owner as
beneficiary of Three Kings
Trust
6,000On market acquisition$30,600.0028 August 2019
Mark Cross28,616Beneficial owner as
beneficiary of Alpha
Investment Trust; power to
exercise voting rights and
acquire/dispose of financial
products as director of
trustee.
696Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$3,458.098 October 2019
5,000On market acquisition$25,500.0029 August 2019
415Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$2,620.6414 April 2020
Prue Flacks19,442Registered holder and
beneficial owner
473Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$2,350.118 October 2019
4,000On market acquisition$20,040.0028 August 2019
282Acquisition of shares on
reinvestment of dividends
under Chorus’ dividend
reinvestment plan
$1,780.7714 April 2020
Murray Jordan115,549Registered holder and
beneficial owner of ordinary
shares as trustee and
beneficiary of Endeavour
Trust
78,438On market acquisition$400,002.424 September 2019
2,808Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$13,951.638 October 2019
1,678Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$10,596.2314 April 2020
Jack Matthews10,147Registered holder and
beneficial owner
147Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$928.2814 April 2020
Sue Bailey5,000Registered holder and
beneficial owner
5,000On market acquisition$39,524.4210 June 2020
Anne Urlwin20,768Director and shareholder of
registered holder
5,000On market acquisition $25,399.874 September 2019
627Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$3,115.268 October 2019
374Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$2, 361 .7414 April 2020*
Kate McKenzie65,862Beneficial interest
under Chorus’ long term
incentive plan
58,095*Off market purchase of
shares granted under
Chorus’ long term
incentive plan
Nil17 October 2019
Director interests and trading
As at 30 June 2020, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013) in approximately
0.069% of shares as follows:
* Disclosure made after Anne's resignation
on 31 October 2019, pursuant to listing
rule obligations to continue to disclose
trading 6 months post resignation.
* Forfeited on her resignation
rights to 58,095 shares under
Chorus' long term incentive plan
Annual Report 202098
As at 30 June 2020 , no directors had relevant interests (as defined in the Financial Markets Conduct Act 2013) in any Chorus’
NZX bonds maturing May 2021.
As at 30 June 2020, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013) in approximately
0.111% of Chorus’ NZX bonds maturing December 2028 as follows:
Interest as at 30 June 2020Transactions during the reporting period
DirectorBondsInterestNumber
of bonds
Nature of transactionConsiderationDate
Patrick Strange340,000Beneficial owner
as beneficiary of
Three Kings Trust
––––
Prue Flacks15,000Registered holder
as trustee of CJH
Bull Family Trust
––––
Murray Jordan100,000Registered holder and
beneficial owner as
trustee and beneficiary
of Endeavour Trust
––––
Jon Hartley70,000Beneficial owner as
trustee and beneficiary
of Hartley Family Trust
––––
Anne Urlwin30,000Director and
shareholder of
registered holder
––––
Changes in Director interests
Patrick StrangeNone
Jon HartleyCeased as chair of Wellington City Mission
1
and chair of VisionFund International
2.
Appointed chair of Kiwibank Ltd
3
Mark CrossBecame a director of Xero
4
.
Prue FlacksCeased as chair of Queenstown Airport Corporation
5
. Became chair of Mercury NZ Limited
6
Murray JordanBecame a Trustee of Southern Cross Health Trust which has 2 subsidiaries which Murray is a director of - Southern
Cross Hospitals Limited and Southern Cross Benefits Limited.
7
Jack MatthewsPost 30 June 2020 - Became a director of New Zealand Golf Network Limited
8
Sue BaileyNone
Notes:
1 From 24 June 2020.
2 From 30 September 2019
3 From 28 November 2019
4 From 1 April 2020.
5 From 18 May 2020.
6 From 28 September 2019.
7 From 1 August 2019.
8 From 1 July 2020
Annual Report 202099
Director restrictions
No person who is an ‘associated person’ of a
telecommunications services provider in New Zealand
may be appointed or hold office as a director. NZX has
granted a waiver to allow this restriction to be included
in our constitution.
Securities and security holders
Ordinary shares
Chorus Limited’s shares are quoted on the NZX and on
the ASX and trade under the ‘CNU’ ticker. There were
444,491,560 ordinary shares on issue at 30 June 2020.
Each share confers on its holder the right to attend and vote
at a shareholder meeting (including the right to cast one vote
on a poll on any resolution).
Constitutional ownership restrictions
As part of the establishment of Chorus we inherited an
obligation to obtain Crown approval prior to any person:
• Having a relevant interest in 10% or more of our shares; or
• Other than a New Zealand national, having a relevant
interest in more than 49.9% of our shares.
On each request the Crown has provided approval, currently:
• L1 Capital Pty Ltd can hold a relevant interest in up to
15% of our shares.
• AMP Capital Holdings Limited can hold a relevant interest
in up to 15% of our shares.
If our Board or the Crown determines there are reasonable
grounds for believing a person has a relevant interest in our
shares in excess of the ownership restrictions, our Board
may, after following certain procedures, prohibit the exercise
of voting rights (in which case the voting rights vest in our
chair) and may force the sale of shares. Our Board may also
decline to register a transfer of shares if it reasonably believes
the transfer would breach the ownership restrictions.
NZX has granted waivers allowing our constitution to include
the power of forfeiture, the restrictions on transferability
of shares and our Board’s power to prohibit the exercise of
voting rights relating to these ownership restrictions. ASX
has also granted a waiver in respect of the refusal to register
a transfer of shares which is or may be in breach of the
ownership restrictions.
Takeovers protocol
We have established a takeovers protocol setting out
the procedure to be followed if there is a takeover offer,
including managing communications between insiders
and the bidder and engagement of an independent
adviser. The protocol includes the option of establishing
an independent takeover committee, and the likely
composition and implementation of that committee.
Shareholder distribution as at 30 June 2020
HoldingNumber of holders% of holdersTotal number of
shares held
% of shares issued
1 to 999
11,44052.57%4,727,1381.06%
1,000 to 4,9996,73830.96%15,907,7763.58%
5,000 to 9,9992,0189.27%13,422,8493.02%
10,000 to 99,9991,4876.83%30,993,4016.97%
100,000 and over800.37%379,440,39685.37%
Tot al21,763100%444,491,560100%
Substantial holders
We have received substantial product holder notices from shareholders as follows:
Notices received as at 30 June 2020
Number of
ordinary shares held
% of shares on issue
Mitsubishi UFJ Financial Group, Inc., Mitsubishi UFJ Trust
and Banking Corporation, First Sentier Investors (Australia)
IM Ltd, First Sentier Investors Realindex Pty Ltd
20,514,6914.615%
1
L1 Capital Pty Ltd48,819,48410.983%
2
Commonwealth Bank of Australia19,276,7284.344%
3
The Vanguard Group, Inc.28,825,8436.497%
4
1 & 2 As reported in the substantial product holder notices, based on 444,491,560 ordinary shares on issue at that time.
3 & 4 As reported in the substantial product holder notices, based on 443,709,223 ordinary shares on issue at that time.
Annual Report 2020100
Twenty largest shareholders as at 30 June 2020
RankHolder nameHolding%
1HSBC Custody Nominees (Australia) Limited 53,162,94911.96
2JP Morgan Nominees Australia Limited 48,546,48710.92
3Citibank Nominees (New Zealand) Limited33,389,9657. 51
4HSBC Nominees (New Zealand) Limited*26,280,9515.91
5Citicorp Nominees Pty Limited 23,677,5835.32
6BNP Paribas Nominees (NZ) Limited* 22,427,9645.04
7National Nominees Limited 20,812,0104.68
8Accident Compensation Corporation16,984,7973.82
9HSBC Nominees (New Zealand) Limited A/C State Street*16,933,6643.8
10JP Morgan Chase Bank NA NZ Branch – Segregated Clients ACCT* 15,280,0203.43
11HSBC Custody Nominees (Australia) Limited7,9 8 5 , 5 7 21.79
12Forsyth Barr Custodians Limited <1-CUSTODY>7,479,0011.68
13New Zealand Depository Nominee Limited A/C 1 Cash Account6,241,0611.4
14BNP Paribas Nominees (NZ) Limited*6,065,2711.36
15ANZ Wholesale Australasian Share Fund5,964,7011.34
16JBWere (NZ) Nominees Limited NZ Resident A/C5,939,0691.33
17HSBC Custody Nominees (Australia) Limited Nt-Comnwlth Super Corp A/C*5,532,9521.24
18HSBC Nominees A/C NZ Superannuation Fund Nominees Limited5,344,7191.2
19BNP Paribas Nominees (NZ) Limited*4,592,8751.03
20ANZ Custodial Services New Zealand Limited*3,926,2840.88
* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of
securities by its members. As at 30 June 2020, 143,968,887 Chorus ordinary shares (or 32% of the ordinary shares on issue) were held through NZCSD.
American depositary receipts
American Depositary Shares, each representing five shares
and evidenced by American Depositary Receipts, are not
listed but are traded on the over-the-counter market in the
United States under the ticker ‘CHRYY’ with Bank of New York
Mellon as depositary bank. As at 30 June 2020 Chorus had
1.1 million ADR’s on issue.
Annual Report 2020101
Twenty largest bondholders (May 2021) as at 30 June 2020
RankHolder nameHolding%
1FNZ Custodians Limited40,635,00010.15
2TEA Custodians Limited Client Property Trust Account*30,264,0007. 5 6
3BNP Paribas Nominees (NZ) Limited* 27,990,0006.99
4Forsyth Barr Custodians Limited – 1-Custody25,892,0006.47
5Citibank Nominees (New Zealand) Limited20,837,0005.2
6Custodial Services Limited – A/C 419,471,0004.86
7Custodial Services Limited – A/C 318,467,0004.61
8Investment Custodial Services Limited – A/C C16,667,0004.16
9HSBC Nominees (New Zealand) Limited O/A Euroclear Bank 15,698,0003.92
10Custodial Services Limited – A/C 213,603,0003.4
11HSBC Nominees (New Zealand) Limited*8,765,0002.19
12JBWere (NZ) Nominees Limited – NZ Resident A/C8,413,0002.1
13Custodial Services Limited – A/C 18,013,0002.0
14Southern Cross Medical Care Society8,000,0002.0
15Generate Kiwisaver Public Trust Nominees Limited7,956,0001.98
16National Nominees New Zealand Limited*7,364,0001.84
17JP Morgan Chase Bank NA NZ Branch – Segregated Clients ACCT* 6,727,0001.68
18Custodial Services Limited – A/C 186,524,0001.63
19NZPT Custodians (Grosvenor) Limited5,751,0001.43
20ANZ Custodial Services New Zealand Limited*5,122,0001.28
Twenty largest bondholders (December 2028) as at 30 June 2020
RankHolder nameHolding%
1Forsyth Barr Custodians Limited – 1-Custody76,695,00015.33
2ANZ Custodial Services New Zealand Limited* 50,403,00010.08
3JBWere (NZ) Nominees Limited – NZ Resident A/C42,470,0008.49
4HSBC Nominees (New Zealand) Limited O/A Euroclear Bank* 30,000,0006.0
5Custodial Services Limited – A/C 428,005,0005.6
6FNZ Custodians Limited24,981,0004.99
7Investment Custodial Services Limited – A/C C20,266,0004.05
8Custodial Services Limited – A/C 31 7, 5 87, 0 0 03.51
9Custodial Services Limited – A/C 215,646,0003.12
10BNP Paribas Nominees (NZ) Limited* 15,075,0003.01
11Custodial Services Limited – A/C 19,196,0001.83
12Custodial Services Limited – A/C 187,716,0001.54
13Forsyth Barr Custodians Limited – Account 1 E6,630,0001.32
14Generate Kiwisaver Public Trust Nominees Limited*5,750,0001.15
15JBWere (NZ) Nominees Limited – 55527 A/C5,000,0001.0
16TEA Custodians Limited Client Property Trust Account*4,619,0000.92
17JBWere (NZ) Nominees Limited – 44626 A/C4,000,0000.8
18HSBC Nominees (New Zealand) Limited A/C State Street*3,750,0000.75
19Custodial Services Limited – A/C 163,524,0000.7
20JBWere (NZ) Nominees Limited – 54440 A/C3,500,0000.7
* Held through New Zealand Central Securities Depository Limited (NZCSD).
Annual Report 2020102
Debt listings
Chorus Limited has the following bonds on issue:
• $400 million bonds traded on the NZX debt market
(the NZDX) maturing May 2021;
• $500 million bonds traded on the NZX debt market
maturing December 2028;
• EUR 500 million EMTNs traded on the ASX maturing
October 2023; and
• EUR 300 million EMTNs traded on the ASX, maturing
December 2026.
NZX bondholder distribution as at 30 June 2020
May 2021 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1,000 to 4,99900%00%
5,000 to 9,99919311.8%1,078,0000.27%
10,000 to 99,9991,25376.64%33,492,0008.37%
100,000 and over18911.56%365,430,00091.36%
Tot al1,635100%400,000,000100%
December 2028 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1,000 to 4,9990 0%0 0%
5,000 to 9,999814.72%477,0000.1%
10,000 to 99,999138580.71%44,112,0008.82%
100,000 and over25014.57%455,411,00091.08%
Tot al1716100%500,000,000100%
Unquoted securities
Crown Infrastructure Partners (CIP) Securities
The terms of issue for the CIP1 and CIP2 securities are set out in the subscription agreements between Chorus Limited and CIP.
These terms are summarised in note 6 of our Financial Statements and on our website at www.chorus.co.nz/reports.
SecurityNumber issued in the
year ended 30 June 2020
Total on issue at
30 June 2020
HolderPercentage held
CIP1 equity securities36,488,166462,052,071CIP100%
CIP1 debt securities36,488,166462,052,071CIP100%
CIP1 equity warrants1,463,98214,008,268CIP100%
CIP2 equity securities82,733,495142,631,045CIP100%
Annual Report 2020103
Other disclosures
New NZX listing rules
NZX updated its listing rules from 1 January 2020.
NZX waivers
On 28 March 2019 Chorus applied for the continuation of
existing and still required waivers and rulings. On
3 April 2020 a waiver from NZX listing rule 2.3.2, 4.1.1, 4.1.2,
4.2.1, 4.14, 6.6.1, 8.1.5 and a ruling from NZX on listing rule
4.9.1 were granted.
A summary of all waivers granted and published by NZX in
the 12 months ending 30 June 2020 and relied on is available
on our website at www.chorus.co.nz/investor-info.
Non-standard designation
NZX has attached a ‘non-standard’ designation to Chorus
Limited because of the ownership restrictions in our
constitution (described above).
ASX disclosures
Chorus Limited and its subsidiaries are incorporated in
New Zealand.
Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C
of the Australian Corporations Act 2001 dealing with the
acquisition of shares (including substantial shareholdings
and takeovers).
Our constitution contains limitations on the acquisition
of securities, as described above.
For the purposes of ASX listing rule 1.15.3 Chorus Limited
continues to comply with the NZX listing rules.
Registration as a foreign company
Chorus Limited has registered with the Australian Securities
and Investments Commission as a foreign company and has
been issued an Australian Registered Body Number (ARBN)
of 152 485 848.
Net tangible assets per security
As at 30 June 2020, consolidated net tangible assets per
share was $1.39 (30 June 2019: $1.64).
Net tangible assets per share is a non-GAAP financial
measure and is not prepared in accordance with NZ IFRS.
Revenue from ordinary activities and net profit
In the year ended 30 June 2020:
• Revenue from ordinary activities decreased 1% to
$959 million (30 June 2019: $970 million); and
• Profit from ordinary activities after tax, and net profit,
attributable to shareholders decreased 2% to $52 million
(30 June 2019: $53 million).
Subsidiaries
Chorus New Zealand Limited (CNZL)
Directors as at 30 June 2020: Patrick Strange, Jon Hartley,
Mark Cross, Prue Flacks, Murray Jordan, Jack Matthews,
Sue Bailey.
Both Kate McKenzie and Anne Urlwin resigned as directors
from CNZL during the year to 30 June 2020. Sue Bailey was
appointed as a director.
Current CNZL directors are also Chorus Limited directors
and do not receive any remuneration in their capacity as
CNZL directors.
Chorus LTI Trustee Limited (CLTL)
Directors as at 30 June 2020: Prue Flacks, Murray Jordan
and Sue Bailey.
Jack Matthews resigned and Sue Bailey was appointed as a
director of CLTL during the year to 30 June 2020.
Current and former directors of CLTL did not receive any
remuneration in their capacity as directors of CLTL.
Other subsidiaries
Chorus Limited has no other subsidiaries.
Annual Report 2020104
Glossary
ASX Corporate
Governance Code
ASX Corporate Governance Council’s
Corporate Governance Principles and
Recommendations (3rd edition).
Backbone networkFibre cabling and other shared network
elements required either in the common
areas of multi-dwelling units to connect
individual apartments/offices, or to serve
premises located along rights of way.
BackhaulThe portion of the network that links
local exchanges to other exchanges
or retail service provider networks.
BasebandA technology neutral voice input
service that can be bundled with
a broadband product or provided
on a standalone basis.
BoardChorus Limited’s Board of Directors.
Building block
model
A methodology used for regulating
monopoly utilities. Under BBM a
regulated supplier’s allowed revenue
is equal to the sum of the underlying
components or ‘building blocks’,
consisting of the return on capital,
depreciation, operating expenditure and
various other components such as tax.
ChorusChorus Limited and subsidiaries.
CIPCrown Infrastructure Partners,
the Government organisation that
manages New Zealand’s rollout of
Ultra-Fast Broadband infrastructure.
CommissionCommerce Commission –
the independent Crown Entity
whose responsibilities include
overseeing the regulation of the
telecommunications sector.
ConstitutionChorus Limited’s Constitution.
CPIConsumer Price Index (inflation).
Direct fibre accessAlso known as ‘dark’ fibre, a fibre service
that provides a point to point fibre
connection and can be used to deliver
backhaul connections to mobile sites.
DirectorA director of Chorus Limited.
EBITDAEarnings before interest, income tax,
depreciation and amortisation.
EMTNEuropean Medium Term Notes.
FYFinancial year – twelve months
ended 30 June. e.g. FY20 is from
1 July 2019 to 30 June 2020.
GbpsGigabits per second. A measure of
the average rate of data transfer.
GigabitThe equivalent of 1 billion bits. Gigabit
Ethernet provides data transfer rates
of about 1 gigabit per second.
GPONGigabit Passive Optical Network.
ITInformation Technology.
Layer 2The data link layer, including broadband
electronics, within the Open Systems
Interconnection model. Layer 1 is the
physical cables and co-location space.
MbpsMegabits per second – a measure of
the average rate of data transfer.
NZ IFRSInternational Financial Reporting
Standards – the rules that the financial
statements have to be prepared by.
P2PWhere two parties or devices are
connected point-to-point via fibre.
RABRegulatory Asset Base refers to
the value of total investment by a
regulated utility in the assets which
will generate revenues over time.
RBIRural Broadband Initiative – refers to
the Government programme to improve
and enhance broadband coverage in
rural areas between 2011 and 2016.
ShareMeans an ordinary share in Chorus.
TSOTelecommunications Services
Obligation – a universal service
obligation under which Chorus
must maintain certain coverage and
service on the copper network.
TSRTotal shareholder return.
UFBUltra-Fast Broadband refers to the
Government programme to build a fibre
to the premises network to about 85%
of New Zealanders. UFB1 refers to the
original phase of the rollout to 75% of
New Zealanders. UFB2 and UFB2+ were
subsequent phases announced in 2017.
VDSLVery High Speed Digital Subscriber
Line – a copper-based technology
that provides a better broadband
connection than ADSL.
Annual Report 2020104
Disclaimer
This annual report:
• May contain forward looking statements. These statements
are not guarantees or predictions of future performance.
They involve known and unknown risks, uncertainties and
other factors, many of which are beyond Chorus’ control,
and which may cause actual results to differ materially
from those expressed in the statements contained in this
annual report.
• Includes statements relating to past performance.
These should not be regarded as reliable indicators of
future performance.
• Is current at its release date. Except as required by law or
the NZX and ASX listing rules, Chorus is not under any
obligation to update this annual report or the information
in it at any time, whether as a result of new information,
future events or otherwise.
• Contains non-GAAP financial measures, including EBITDA.
These measures may differ from similarly titled measures
used by other companies because they are not defined by
GAAP. Although Chorus considers those measures provide
useful information they should not be used in substitution
for, or isolation of, Chorus’ audited financial statements.
• May contain information from third parties Chorus
believes reliable. However, no representations or
warranties are made as to the accuracy or completeness
of such information.
• Should be read in the wider context of material previously
published by Chorus and released through the NZX and ASX.
• Does not constitute investment advice or an offer or
invitation to purchase Chorus securities.
chorus.co.nz
Directory
Registrars
NEW ZEALAND
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West
Auckland 1142, New Zealand
P: +64 9 488 8777 F: +64 9 488 8787
E: enquiry@computershare.co.nz
investorcentre.com/nz
AUSTRALIA
Computershare Investor Services Pty Limited
GPO Box 3329, Melbourne 3001, Australia
FP: 1 800 501 366 F: +61 3 9473 2500
E: enquiry@computershare.co.nz
investorcentre.com/nz
Registered Offices
NEW ZEALAND
Level 10, 1 Willis Street
Wellington, New Zealand
P: +64 800 600 100
AUSTRALIA
C/– Allens Corporate Services Pty Limited
Level 4, Deutsche Bank Place, 126 Phillip Street,
Sydney, NSW 2000, Australia
P: +61 2 9230 4000
ADR Depository
BNY Mellon Shareowner Services
PO Box 505000, Louisville, KY 40233-5000
United States of America
P: US domestic calls (toll free) 1 888 269 2377
P: International calls +1 201 680 6825
E: shrrelations@cpushareownerservices.com
https://www-us.computershare.com/investorARBN 152 485 848
---
This year saw our broadband infrastructure
pass its greatest ever test.
The COVID-19 pandemic meant New Zealanders were
heavily reliant on our copper and fibre network to keep
connecting, working and learning through months of
change and uncertainty.
Our business and our people rose to the challenge, helping
deliver strong operational results and further cement
broadband’s role as an essential utility. Despite the operational
restrictions and financial impact of COVID-19, we were pleased
to be able to achieve our goal of modest EBITDA growth. This
was achieved through our ongoing focus on reducing costs and
reshaping our business for a fibre-centric future.
dear investors
Letter to investors:
FY20 full year result
Dividend reinvestment plan
for shareholders
A dividend reinvestment plan is available to our Australian
and New Zealand resident shareholders. There will be a
2% discount rate applied for the 12 October 2020
dividend payment.
If you haven’t previously registered to participate and wish
to do so, you’ll need to have registered your participation
by 5:00pm (NZ time) on 16 September 2020.
You can register, or deregister, by logging into your
Computershare profile at www.investorcentre.com/nz
or downloading the Participation Notice at
www.chorus.co.nz/dividends and returning it to
Computershare.
The full terms of the reinvestment plan can be read
in our Offer Document dated February 2016 at
www.chorus.co.nz/dividends, or you can request a
copy free of charge. Our most recent audited financial
statements, and auditor’s report, are included in our 2020
annual report, which is available free of charge on request
and at www.chorus.co.nz/financial-results.
1 Excludes free education connections provided as part of Chorus’ COVID-19
response.
2 Earnings before interest, income tax, depreciation and amortisation (EBITDA)
is a non-GAAP profit measure. We monitor this as a key performance
indicator and we believe it assists investors in assessing the performance of
the core operations of our business.
3 Based on the mean response to “How likely are you to recommend your
company as a place to work?”
FY20 result overview
Fibre connections
1
Net profit after tax
FY20
751,000
FY19
610,000
FY20
$52m
FY19
$53m
Fixed line connections
1
Broadband connections
1
FY20
1,206,000
FY19
1,196,000
FY20
1,415,000
FY19
1,450,000
EBITDA
2
Customer satisfaction
FY20
FY19
FY20
$648m
FY19
$636m
Dividend
Employee engagement score
3
FY20FY19
7.68.5 out of 10
3
FY20
24cps
FY19
23cps
8.1 out of 10
(target 7.9)
7.7
FIBRE.
IT’S HOW WE
INTERNET NOW.
Kind regards
Patrick Strange
Chair
Figure 2:
Average daily internet usage across the Chorus network June 2018 – 2020
Figure 4:
Average daily internet usage across the Chorus network June 2018 – 2020
0
0.25
0.5
0.75
1.0
1.25
1.5
2.0
1.75
2.50
2.25
3.0
2.75
Time of day
Note: data represents average of traffic across all days in June, excluding corporate traffic.June 2019June 2020June 2018
Network throughput (Tbps)
Peak traffic
of 3 Tbps
on 27 March 2020
12:00AM12:00PM4:00AM4:00PM12:00AM8:00PM8:00AM
We celebrated a significant milestone with the completion of
the original ultrafast broadband (UFB1) rollout in November.
There are now approximately 150,000 homes and businesses
remaining to pass in the UFB2 rollout area by the end of
2022. Together, these projects are delivering far reaching
socio-economic benefits, with a growing number of smaller
communities throughout New Zealand connected to fibre.
We’ve continued to see strong growth in fibre uptake,
up from 53% to 60% during the year. Just as importantly,
customer satisfaction with fibre installations rose from 7.7
to 8.1 out of ten. This exceeded our target of 7.9. Together,
these developments helped us deliver another strong
year of broadband connection growth, with an increase
of 10,000 lines. We finished the year with 1,415,000 fixed
line connections, down just 35,000 lines from the year
before. This was a marked improvement on the level of line
reductions experienced in prior years.
The good progress we made in optimising our business and
reducing costs meant we achieved EBITDA of $648 million.
This was up from $636 million in FY19 and was in line with
our February upgrade to EBITDA guidance of a range of
$640 to $655 million. Net profit after tax was $52 million
compared to $53 million in FY19.
While COVID-19 had a negative financial impact on EBITDA,
it has accelerated some of the positive underlying trends
that support our business. International telecommunications
providers are seeing a “fixed line renaissance”, with consumers
now placing even greater value on the reliability and capacity
of fixed line services relative to alternative wireless networks.
We’ve seen this reflected in demand trends on our network,
with a growing proportion of consumers opting for our
premium 1 gigabit per second plans.
The consumption of streaming services through
lockdown contributed to significant increases in monthly
broadband usage, while the almost overnight adoption of
videoconferencing services has reinforced the need for stable
upstream broadband performance.
Monthly average household data usage surged from 265GB
to 313GB across the year. Fibre customers averaged 387GB in
June, up from 341GB the year before,
The completion of the UFB1 rollout, together with the
suspension of non-essential rollout and connection activity
during the COVID-19 lockdown, saw a substantial drop in
overall capital expenditure from $804 million in FY19 to
$663 million this year.
The sudden suspension of non-essential field activity
through the lockdown period placed financial strain on
our service companies and we chose to provide $5 million
in financial support to them and their subcontractors.
This helped assist with reduced workflow and retain our
workforce for the rapid resumption of activity when alert
levels were relaxed. A relief fund of $2 million was also made
available to retailers to help address the expected increase in
bad debts for consumers and small businesses unable to pay
their bills during lockdown.
FY20 overview
We were pleased to be able to play a part in supporting the
wider community deal with the consequences of COVID-19.
Where the Ministry of Education identified households
needing a broadband connection, for students to keep
up with their schooling, we made our existing network
connections available free of charge for a six-month period.
About 10,000 students had been connected under this
initiative by the end of FY20.
Our people helped make our COVID-19 initiatives happen,
and keep our essential infrastructure going, all while
embracing working from home in an extremely short
timeframe. They’ve shown great resilience through change
this year as we’ve begun reshaping our organisational
structure from a build to operate focus. Despite the resulting
reduction in staff numbers, employee engagement was 8.5 in
June 2020, up from 7.6 out of 10 in FY19. Our employee net
promoter score
4
also rose, from
+
28 to
+
67, putting us in the
top 5% of our international ‘technology’ company benchmark.
We continue to put considerable effort and focus into the
Commerce Commission’s process to establish the new
utility-style regime for our fibre access network. Aspects of
the Commission’s November 2019 draft decision were an
improvement on their earlier views. However, we believe the
proposed settings don’t yet reflect the commercial realities of
the network investment we’ve made since 2011. The various
phases of the implementation process will continue through
FY21, with the new framework to apply from January 2022.
A fully imputed final dividend of 14 cents per share will be
paid on 12 October 2020, bringing total dividends for FY20 to
24 cents per share.
4 Net Promoter Scores can range from -100 to +100 and are calculated
by subtracting the percentage of detractors (0-6 engagement score)
from the percentage of promoters (9-10 engagement score).
Outlook
COVID-19 has both underlined broadband’s
role as an essential utility, while also increasing
global appreciation of the true value of a fibre
network. We’re thankful that New Zealand
made infrastructure choices a decade ago that
have allowed us to be in the enviable position
of having already deployed fibre to most
New Zealanders. This has meant that demand for
our services has continued to be strong, despite
the wider economic impact of the pandemic.
We’re hopeful this demand continues and we’ll
keep considering ways we can support the wider
community and economy beyond the various
initiatives we’ve already undertaken.
With the UFB rollout winding down, our focus is all about
connecting more New Zealanders to fibre. We’ve put this at
the top of our strategic focus with a target of 1 million fibre
connections by 2022. This is a substantial step up from the
751,000 connections we have today, but we know the socio-
economic benefits of fibre connectivity make it a worthwhile
goal. The sustainability of our business rests on making
New Zealand better, by bridging digital divides and enabling
work, education and creativity through better broadband.
It’s reflected too in one of the four pillars of our strategy: to
win in our core fibre business. In FY21, you can expect to
see us continuing to lift our activity as an active wholesaler.
We’ll be knocking on a whole lot more doors and providing
targeted incentives to retailers and customers to sustain the
connection momentum we’ve built up over the last year.
We know there will be increased competitive intensity as mobile
network operators seek to leverage their own 5G investments,
but we have the utmost confidence in our product. As the
Commerce Commission has shown through its reporting,
fixed line services clearly outperform shared wireless networks
on key measures such as latency and concurrent streaming
on multiple devices. We believe recent COVID-19 experiences
and the shift to more home-based work mean Kiwis will value
unlimited data and rock solid broadband like never before.
Although the Commerce Commission is expected to publish
a copper withdrawal code before the end of 2020, we’re not
going to switch copper off overnight. There’ll be lengthy notice
requirements that we’ll need to follow and we’ll take a careful,
considered and consumer-centric approach. As we’ve said
before, it will only be where fibre is already available, and on a
localised street-by-street basis. Consumers should, therefore,
be aware that suggestions of needing to immediately change
networks because of a ‘pending shutdown of copper’ may not
be correct. Many retailers provide services across our copper
and fibre network, so consumers might wish to shop around by
visiting websites like www.broadbandcompare.co.nz.
The gradual withdrawal of copper services is linked closely
with another of our strategic pillars, the optimisation of our
non-fibre assets. As our network becomes increasingly fibre-
centric we’re looking closely at the assets we need to deliver
services into the future. We’ve already begun to dispose of
non-essential network sites and are reshaping our investment
programmes to better reflect ongoing local demand.
The removal of legacy broadband equipment from our
network should also start to reduce ongoing maintenance
and electricity costs.
Figure x:
Chorus UFB uptake
0%
50%
40%
30%
20%
10%
60%
70%
80%
90%
100%
UFB1UFB2Contractual target
FY12
FY19FY18FY17FY16FY15FY14FY13FY20
Figure 1:
UFB1 and UFB2 uptake rates
If you’d like more detail on our financial results, the annual report and a recorded webcast of our results briefing
will be available on our website at www.chorus.co.nz/reports
At the same time, we keep exploring opportunities to grow
new revenues. Our innovation programme has successfully
identified several initiatives that we’ve moved through to
product stage, such as our edge centre facilities and the
impending launch of a Wi-Fi service using our latest in-
home fibre network devices. We have more ideas in the
pipeline, including exploring the opportunities created by
technology developments like the latest Wi-Fi standard,
Wi-Fi 6. As technology and consumer demands evolve,
we’re conscious too of the need to look for potential new
partnerships and wholesale customers that might deliver
innovative new services for consumers.
The changes to our strategic focus are of course occurring
against the backdrop of our shift from building to operating
our new fibre network, and the shift to becoming a regulated
utility from January 2022. While these aren’t immediate
changes, they’re already shaping the way we think about
Chorus’ future operating model. We know, for example,
that we’ll need to develop core utility functions such as
compliance and asset management that are subtly different
from the way we’ve traditionally operated. Our organisation
and our service company partners will also need to keep
evolving as the fibre rollout winds down and we no longer
have to operate a copper and fibre network side by side.
Underpinning this all, is of course the expectation of a clear
and certain regulatory environment that supports ongoing
infrastructure investment. We, and many investors, continue
to advocate for a fair return that respects the risks taken in
the first decade of our partnership with Government and
the longer-term nature of our investment. As we’ve said
previously, while the Commission’s November 2019 draft
decision was an improvement on its earlier views, there
is still a significant gap between retrospective economic
assumptions and commercial reality. Under the current
proposed settings, investors will not consider UFB a model
for the successful transformation of more New Zealand
infrastructure.
We know too that investors are rightly interested in more clarity
of our future dividend intentions, given the constraints on past
returns through the UFB investment cycle. Our intention is that
in FY22 we’ll transition to a more utility-like dividend policy,
based on a pay-out range of free cash flow. This transition
period will be moderated by the need to balance our BBB
credit rating with the ongoing investment needed to complete
the UFB rollout and fibre connections. In the meantime, we’ve
provided more commentary on our proposed approach in
the full year results presentation, as well as guidance of a FY21
dividend of 25 cents per share.
Our strategic focus
---
Page 1 of 4
24 August 20 20
Chorus delivers in-line result despite COVID-19 impact
Chorus today released its audited annual results confirming earnings before
interest, tax, depreciation and amortisation (EBITDA) of $648 m for the year
ended 30 June 2020 .
Summary
− Final EBITDA result in line with February’s guidance of $640 - $655m
− Net profit after tax was $52m (FY19: $53m)
− Operating revenue for the period was $959m (FY19: $970m)
− Operating expenses were $311m (FY19: $334m)
− Capital expenditure $663m (FY19: $804m)
− Depreciation and amortisation for the period was $402m (FY19: $393 m)
− Earnings before interest and tax of $246m (FY19: $243 m)
− Final, fully imputed dividend of 14 cents per share
− 751,000 active fibre connections (FY19: 610,000)
− UFB1 fibre uptake at 63% of homes and businesses (FY19: 54%)
Speaking about the results, Chorus CEO JB Rousselot said: “This year saw our
broadband infrastructure pass its greatest ever test. The COVID-19 pandemic
meant New Zealanders were heavily reliant on our copper and fibre networks to
keep connecting, working and learning through months of change and
uncertainty.
“I’m proud of how our business, and our people, rose to the challenge presented
by the pandemic. They helped deliver strong operational results and further
cemented broadband’s role as an essential utility for all New Zealanders.
The sudden suspension of non-essential field activity through the alert level 4
lockdown period placed financial strain on Chorus’ service companies.
“We chose to provide $5 million in financial support to our service companies
and their subcontractors. This assisted them with the impact of reduced levels of
work and helped retain the workforce for a rapid resumption of activity as alert
levels relaxed.
“We also agreed a relief fund of $2 million which we made available to retailers
to help address the expected increase in bad debts for consumers and small
businesses unable to pay their bills during lockdown,” said Mr Rousselot.
Page 2 of 4
The demands placed on our network as a result of COVID-19 underlines the
importance of continuing to invest in network capacity. Broadband traffic
increased by about 35 percent during the lockdown period and to meet this and
other demands Chorus is continually upgrading its network.
“In July, before Auckland moved back into alert level 3, we announced the
commissioning of two new multi-terabit core routers that increase network
capacity in the Auckland area by more than 200 percent.
“Behind the scenes, we work with the broadband retailers to fast-track the
handover and backhaul capacity upgrades they need to keep their services
congestion free.”
In November, Chorus celebrated a significant milestone with the completion of
the original Ultra-Fast Broadband (UFB1) fibre roll-out to 28 major towns and
cities across the country.
The completion of the UFB1 rollout, together with the suspension of non-
essential roll-out and connection activity during the first lockdown, saw a
substantial drop in overall capital expenditure from $804 million in FY19 to $663
million this year.
“At the end of the June there were 751,000 active fibre connections on our
network. In UFB1 areas uptake of fibre reached 63 percent, while in UFB2 areas
up take has already reached 37 percent.
“The UFB project was a textbook case study of how a public-private partnership
can combine the benefits of private sector disciplines with broader socio-
economic objectives,” said Mr Rousselot.
Looking ahead into FY21
While the impact of COVID-19 had a negative financial impact on Chorus’
EBITDA in FY20, it has accelerated some positive underlying trends that support
the business.
“We remain focused on connecting more New Zealanders to fibre,” said Mr
Rousselot.
“We’re continuing to lift our game as an active wholesaler and our latest
advertising campaign demonstrates this. It helps positions fibre as the ‘new
normal’ for internet connectivity by showing the everyday benefits of a rock-solid
connection to encourage late adopters to make the change.
“We’re seeing something of a fixed-line renaissance as consumers place even
greater value on the reliability and unlimited capacity of fibre relative to other
broadband technologies.
“The Minister for Broadcasting, Communications and Digital Media, Hon Kris
Faafoi, recently said that fibre represents the ‘gold standard’ for internet
connectivity. His view is backed up by independent testing from the Commerce
Page 3 of 4
Commission that shows fibre generally supports latency-sensitive applications,
like videoconferencing or gaming, better than other technologies.
Later this year Commerce Commission is expected to publish the final copper
withdrawal code.
“I would like to make it clear that we’re not going to switch off the copper
network overnight. There will be lengthy notice requirements that we’ll follow,
and we’ll take a careful, considered and consumer-centric approach.
“As we’ve said before, it will only be where fibre is already available, and on a
localised street-by-street basis.”
New connectivity offerings
Chorus continues to explore opportunities to grow revenues through new
products and services that offer improved connectivity options for its customers.
“We’re starting to see interest from local government organisations for ‘smart
location’ connectivity, like CCTV cameras, traffic lights and digital advertising
sites. Often these will be switching from existing copper or mobile connections,
taking advantage of fibre’s higher and more consistent bandwidth.
“We have also developed a service that makes it easier for retailers to expand
their fibre services nationwide and we’re planning the launch of a new peering
service in the first half of FY21 in conjunction with the New Zealand Internet
Exchange.
“The opportunities presented with the latest consumer and business Wi-Fi
standard, Wi-Fi 6, is interesting. Internationally this is considered a potential
alternative to 5G in enterprise and other private environments (like airports or
stadiums) where cost effective capacity and support for a large number of
devices is important.”
Evolving regulatory environment
In the next few months, the Commerce Commission will make its final decisions
on key aspects of the new regulatory regime for fibre.
These decisions present the Commission with an opportunity to ensure that
investors get a return that represents the risk they took to build a fibre network.
“The Commission can make these decisions in the knowledge that that end users
are well protected with the 100Mbps fibre service price capped as an ‘anchor’
service. There is great potential for a win-win here.
“Under the current proposed settings, investors will not get a return that reflects
the risk they took. Instead the Commission’s approach banks the success of the
build and, with the benefit of hindsight, effectively de-risks it.
Page 4 of 4
“If this occurs investors will not consider UFB a model for the successful
transformation of additional New Zealand infrastructure,” said Mr Rousselot.
Dividend
Chorus will pay a final dividend of 14 cents per share, fully imputed, on 12
October 2020 to all shareholders registered at 5pm on 15 September 2020 .
A dividend reinvestment plan will apply for the final dividend at a discount rate
of 2%. Applications to participate must be received by 5pm (NZ time) on 16
September 2020 .
FY21 guidance
− EBITDA: $640 - $660 million
− Capital expenditure: $630 - $670 million
− FY21 dividend: 25 cents per share, subject to no material adverse changes in
circumstances or outlook.
UFB2 programme guidance: updated from range of $505 - $565 million to a
new range of $548 - $568 million to reflect greater proportion of underground
build and extended footprint of ~1,000 premises.
ENDS
Chorus Chief Executive, JB Rousselot, and Chief Financial Officer, David Collins
will discuss the full year results from 10.00am, NZ time, at
www.chorus.co.nz/webcast
For further information:
Steve Pettigrew
Head of External Communications
Mobile: +64 27 258 6257
Email: steve.pettigrew@chorus.co.nz
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
---
FY20 FULL YEAR RESULT
24 August 2020
24 August 2020
Disclaimer
This presentation:
• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus
securities.
• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known
and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto
differ materially from those contained in this presentation.
• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.
• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing
rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.
• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2020 and NZX and ASX
market releases.
• Includes non-GAAP financial measures such as "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and
therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for,
or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance indicator and we believe it
assists investors in assessing the performance of the core operations of our business.
• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or
omissions.
• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are
made as to the accuracy or completeness of such information.
FY20 FULL YEAR RESULT
2
Agenda
>FY20 overview, COVID-19 impact4-7
>UFB rollout and uptake8-12
>Financial results13-17
>Capex18-20
>FY21 guidance and UFB2 update21-22
>Capital management, FY21 dividend, debt23-28
>Regulatory update29-31
>COVID-19 and broadband trends 32-36
>Strategic focus37-47
Appendices
▪A: Connection and market trends48-49
▪B: Key RAB implementation parameters, Crown financing50-51
▪C: ESG overview 52
24 August 2020
JB Rousselot, CEO
David Collins, CFO
JB Rousselot, CEO
FY20 FULL YEAR RESULT
3
24 August 2020
FY20 overview
FY20 FULL YEAR RESULT
4
24 August 2020
Our network
passed its
biggest test
in FY20
COVID-19 proved the
value of fixed line
network capacity
FY20 FULL YEAR RESULT
5
24 August 2020
Our response to COVID-19
10,000 free
education
connections
Fees removed to
enable temporary
business
disconnections
$2 million relief
fund for retailer
bad debt
CPI increase
delayed by 3
months
Price reductions
on 1Gbps and
small business
plans
Ongoing
investment in
network capacity
Staff wellbeing
initiatives
e.g. Mentemiaapp
Focus on field
force worker
welfare
We implemented a range of initiatives to support community, industry and our people
$5 million support
to service
companies and
subcontractors
FY20 FULL YEAR RESULT
6
>Lockdown constrained fibre rollout and uptake
▪UFB2 rollout halted
▪restrictions on non-essential activity reduced fibre
installations by ~15k
▪reduced installations and managed migration activity saw Q4
fibre connection growth drop to 27k (Q3: 32k)
>Rollout and connection activity rebounded faster
than initially expected
▪July installations back at 16k
▪UFB2 rollout almost back to pre-COVID schedule
24 August 2020
COVID-19 had substantial impact on field activity
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
JulyAugSeptOctNovDecJanFebMarAprilMayJune
Fibre installations (NZ wide)
FY19FY20FY21
FY20 FULL YEAR RESULT
7
6.5
6.7
6.9
7.1
7.3
7.5
7.7
7.9
8.1
8.3
8.5
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
180,000
200,000
FY16FY17FY18FY19FY20
Fibre installations and customer
experience
Installations (LHS)
Customer satisfaction (RHS)
24 August 2020
Significant lift in customer experience in FY20
167k fibre installations (FY19:186k)
▪lifted customer satisfaction with installation
from 7.7 to 8.1 exceeding target of 7.9
▪customer satisfaction with technicians lifted
from 8.5 to 8.7
▪installation crews reduced from 670 to ~600
▪lead times flat at 8 days
▪work in progress reduced from 23k to 16k
▪managed migration installations increased
from 23k to 32k, activation rate ~50% within
6 months and ~60% within 12 months
524615
800
670
No. of crews:
600
FY20 FULL YEAR RESULT
8
UFB uptake reaches 60%; rollout 88% complete
>UFB uptake increased from 53% to 60% within
completed footprint
▪uptake in UFB1 areas grew from 54% to 63%
▪uptake in UFB2 areas grew from 23% to 37%
(note: uptake includes some UFB2 areas that have been partially built, but
not yet submitted for Crown sign-off)
>1,209,000customers able to connect (FY19: 1,108,000)
▪725,000 connections (FY19: 584,000) now within
completed footprint, including business premium
connections
▪931,000 premises passed* (FY19: 842,000) out of
1,054,000 target = UFB rollout 88% complete
*under the UFB contract, a multi-dwelling unit or single office block is one premises
Uptake
24 August 2020
0
10
20
30
40
50
60
70
80
90
FY12FY13FY14FY15FY16FY17FY18FY19FY20
Chorus UFB uptake by programme
UFB1UFB2UFB1 contractual uptake target (by 2020)
% uptake
(available
addresses)
FY20 FULL YEAR RESULT
9
141,000mass market fibre connections
added in FY20 (FY19: 166k)
▪1Gbps connections grew from 10% to 16%
of connections (58k to 115k)
▪100Mbps plans reduced from 71% to 69%
▪small business plans grew to 3k
0
10
20
30
40
50
60
70
80
90
100
Jun-19Sep-19Dec-19Mar-20Jun-20
% of
plans
Total mass market fibre uptake by plan type
50Mbps
100Mbps
1Gbps
24 August 2020
1Gbps plans grew 98% to 115k
200Mbps
$60 p.m.
$46 p.m.
$42.50 p.m.
$55 p.m.
Business/Education plans
-10
-5
0
5
10
15
20
25
30
50Mbps100Mbps200Mbps1Gbps
Fibre plan movement by quarter
Q1Q2Q3Q4
Change in
connections
(‘000s)
$56 p.m.
from 1 July
$43.56 p.m.
from 1 Oct
$47.15 p.m.
from 1 Oct
$56.38 p.m.
from 1 Oct
FY20 FULL YEAR RESULT
10
24 August 2020
Connection changes by Zone (indicative)
Chorus UFB
zone*
Rural(non-
UFB) zone
Local Fibre
Company
UFB zone
Total connections at
30 June**
1,097,000195,000108,000
Broadband connections980,000155,00071,000
Copper (no broadband)
connections
117,00040,00037,000
* Includes planned UFB1 and 2 coverage
**Excludes 15k fibre premium and data services (copper) connections
8
3
7
16
1
1
-4
-8
-7
-7
-5
-5
-8
-11
-1
-1
-2
-2
-2
-2
-2
-3
-15-5515
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Broadband connections
Copper (no broadband) connections
LFC
Zone
Rural
Zone
Chorus
UFB Zone
N/C
Change in connections (‘000s) by zone**
>Chorus UFB zone: 34kbroadband growth more than
offset copper voice disconnects of 29k. Fibre growth
constrained in Q4 by COVID-19 limitations on non-
essential work.
>Local Fibre Company (LFC) zone: Reduction of
about 35k lines through FY20, with slight slowdown
through lockdown period.
>Rural: VDSL and fibre connections continued to grow,
helping offset copper voice and ADSL reductions. Fibre
connections now 20k.
FY20 FULL YEAR RESULT
11
82
10
8
Auckland: Chorus broadband
connections by type (%)
FibreVDSL (copper)ADSL (copper)
Chorus broadband mix in planned UFB zone
24 August 2020
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
ADSLVDSLFibre
73% of Chorus broadband connections in
planned UFB zone are on fibre(FY19:61%)
No. of
connections
FY20 FULL YEAR RESULT
12
Financial performance
David Collins, Chief Financial Officer
24 August 2020
Income statement
24 August 2020
FY20
$m
FY19
$m
Operating revenue959970
Operating expenses(311)(334)
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
648636
Depreciation and amortisation(402)(393)
Earnings before interest and income tax246243
Net finance expense(173)(165)
Net earnings before income tax7378
Income tax expense(21)(25)
Net earnings for the year5253
>Increasing with fibre asset; Crown funding offset
increased from $25m to $27m
>EUR300m bond issued in Dec 2019; average
interest rate on debt was 5.16%
>~$3m COVID-19 impact from industry hardship
fund ($2m) and migrations/connections
>~$9m COVID-19 impact across labour, other
network (sercos$5m) and provisioning lines
FY20 FULL YEAR RESULT
14
24 August 2020
FY20
$m
FY19
$m
Fibre broadband (GPON)393294
Fibre premium (P2P)7374
Copper based voice82106
Copper based broadband271344
Data services copper1618
Field Services6574
Value added network
services
2930
Infrastructure2424
Other66
Total959970
Copper revenues declining as customers migrate to Chorus fibre or
competing fibre/wireless networks
>Reduced demand largely due to COVID-19 restrictions on activity
>Growing fibre uptake and ARPU: June FY20 $48.42* vs June FY19:
$47.50
>Direct fibre and backhaul growth helping offset legacy churn
Revenue
>Commercial co-lo growth offsetting reduced copper unbundling demand
FY20 FULL YEAR RESULT
15
*FY20 ARPU adjusted to exclude COVID-19 related industry credits
>Included $5m COVID-19 sercosupport payments
24 August 2020
FY20
$m
FY19
$m
Labour 8074
Network maintenance6475
Other network costs2933
IT4750
Rent, rates and property
maintenance
2530
Regulatory levies716
Electricity1517
Provisioning56
Consultants97
Insurance33
Other2723
Total311334
>5% reduction in staff numbers, offset by COVID-19 impact on capitalisation
rates and annual leave costs, plus investment in regulatory capability
Expenses
>New platforms enabling lower IT maintenance and support costs
>Increase in external advice related to new regulatory framework
>Lower fault volumes due to favourable weather, fibre uptake and COVID-19
restrictions on activity
>Property maintenance activity reduced, partly COVID-19 related
>Reduction in annual Telecommunications Development Levy
>Lower electricity prices and consumption
FY20 FULL YEAR RESULT
16
>Increased marketing to support copper to fibre migration
▪reactive maintenance spend in H2 FY20 was affected by COVID-
19 with lower reported fault volumes
▪copper (fixed and variable) fault volumes reduced due to drought
conditions in upper North Island and the ongoing reduction in
total copper connections
▪fibre maintenance increasing as share of connections grows, but
fault rate is lower on fibre (although costlier to fix)
▪long run annual saving from full copper to fibre migration in
Chorus UFB areas estimated at ~$10m p.afor fixed fault costs
24 August 2020
Reactive maintenance: Chorus network
Key drivers for $58m spend
0
5
10
15
20
FibreCopper - fixedCopper -
variable
Reactive spend by type
H1 FY19H2 FY19H1 FY20H2 FY20
0
5
10
15
Chorus UFB Rural (Non UFB) LFC UFB
Copper -reactive spend by area
Note:
▪reactive maintenance excludesspend on proactive maintenance and
customer networks (i.e. premises wiring, no fault found, cancellations)
▪‘fixed’ faults: occur in parts of the network that affect multiple customers
(e.g. cable between exchange and cabinet)
▪‘variable’ faults: only affect one customer (e.g. cable on customer property)
$m
$m
FY20 FULL YEAR RESULT
17
24 August 2020
FY20 gross capex $663m vs $610m -$650m range
Faster than expected recovery from initial COVID-19 lockdown
FibrecapexFY20
$m
FY19
$m
UFB communal170245
Fibre connections & layer 2282308
Fibre products & systems1417
Other fibre connections & growth6265
Customer retention costs2029
Subtotal548664
>includes $145m UFB2 rollout (FY19: $105m)
▪Cost per UFB1 premises passed (CPPP): ~$1,558 vs $1,500 -$1,600 guidance (FY19: $1,573)
>greenfieldsspend of $42m
>incentive campaigns affected by COVID-19 restrictions
>167,000 installations (FY19: 186,000), including 27,000 UFB2
FY20 FULL YEAR RESULT
18
24 August 2020
Capex: Fibre connections & layer 2
Fibre connections & layer 2 capexFY20 spendFY19 spend
Layer 2$31m$25m
Premium business fibre connections$10m: 1,400 connections$8m: 1,200 connections
Single dwelling units and apartments connections$173m: 167,000 connections
(FY20 estimate: 160k-180k)
$198m: 186,000 connections
(FY19 estimate:175k -195k)
Backbonebuild: multi-dwelling units and rightsof way$68m: 11,000 completed
(FY20 estimate: 11,000)
$77m: 16,000completed
(FY19 estimate: 19,000)
TOTAL SPEND$282m$308m
▪Cost per UFB1 premises connected (CPPC): $1,022* vs $1,000 -$1,150 guidance (FY19: $1,025)
* excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs
Connections capex of $282m vs FY20 guidance of $260m-$280m
FY20 FULL YEAR RESULT
19
24 August 2020
Capex: Copper and Common
CommoncapexFY20
$m
FY19
$m
Informationtechnology4334
Building& engineering services1722
Other03
Subtotal6059
CoppercapexFY20
$m
FY19
$m
Network sustain3144
Copperconnections12
Copper layer2712
Product01
Customer retention costs1622
Subtotal5581
▪network sustain:weather driven spend reduced;
proactive work realigned as customers shift to fibre.
▪copper layer 2: reduced following Rugby World Cup
capacity investment in FY19.
▪customer retention costs reducing as demand and
provisioning activity shifts to fibre.
▪IT spend to support integrated provisioning and assure
platforms for better customer outcomes.
▪planned building and engineering work delayed by
COVID-19 restrictions.
FY20 FULL YEAR RESULT
20
24 August 2020
FY21 guidance summary
>Fibre $530m-$560m
▪$275m-$295m fibre connections & layer 2
(based on mass market 145,000 –165,000 fibre
connections, 9,000 backbone builds and including
service desk costs)
▪$125m-$145m spend for UFB2 communal
▪includes ~$30m for West Coast fibre rollout in
FY21 (3-year project ~$50m, largely government
funded)
▪UFB1 CPPC $1,025 -$1,175*
▪UFB2 CPPC $1,200 -$1,350*
*excluding layer 2 and including standard installations and
some non-standard single dwellings and service desk costs
>Copper $35m-$55m
>Common $50m-$65m
FY20 FULL YEAR RESULT
21
Gross capex: $630m to $670m
EBITDA: $640m to $660m
▪subject to no material changes in expected
regulatory and competitive outlook
▪includes ~$10m allowance for ongoing COVID-19
impact and broader economic uncertainty
24 August 2020
UFB2 programme guidance update
With rollout now almost halfway complete we’re narrowing communal guidance
0
10000
20000
30000
40000
50000
60000
70000
80000
FY21FY22FY23
UFB2 rollout (premises)
>Updating communal guidance range from $505m to $565m
to a new range of $548m to $568m to reflect:
▪greater proportion of underground build than aerial in
rollout to date
▪extension of the UFB2 footprint to include ~1,000
additional premises
>Removing UFB2 CPPC programme guidance (in 2017 dollars
and with estimated backbone build) given now providing
annual guidance for single dwelling units in current dollars and
inclusion of backbone costs in fibre connection and layer 2
guidance
FY20 FULL YEAR RESULT
22
24 August 2020
▪supplementary dividend of 2.47 cps payable
to non-resident shareholders
▪record date: 15 September 2020
▪payment date: 12 October 2020
▪Dividend Reinvestment Plan applies with
2% discount to prevailing market price; open
to New Zealand and Australian resident
shareholders
14cps, fully imputed
FY20 final dividend FY21 dividend guidance
25cps, subject to no material adverse
changes in circumstances or outlook
FY20 FULL YEAR RESULT
23
24 August 2020
Transition to free cash flow based dividend policy
0
50
100
150
200
250
300
FY20FY21*FY22FY23
UFB capex demands reducing
Communal spend
Connection & layer 2 spend
$m
*based on midpoint of FY21 guidance
UFB2 rollout
ends Dec 2022
Illustrative only
>from FY22 we will transition to a dividend policy based on a
pay-out range of free cash flow
▪free cash flow will be defined as net cash flows from
operating activities minus sustaining capex
>dividend levels through the transition period will reflect the
following considerations:
•maintenance of a BBB credit rating
•UFB related capital expenditure remains elevated
initially, reducing as the UFB rollout winds down (ends
Dec 2022)
•fibreconnection spend tapers off gradually, subject to
ongoing demand and timing of copper migration in
selected areas
•copper capex is declining as connections reduce
FY20 FULL YEAR RESULT
24
24 August 2020
Defining sustaining capex
$186m of FY20 capex was sustaining
Fibrecapex: sustaining$m
Layer 231
Fibre products & systems14
Other fibre connections 20
Customer retention costs*7
Subtotal72
Coppercapex: sustaining$m
Network sustain31
Copperconnections1
Copper layer27
Customer retention costs*15
Subtotal54
Commoncapex: sustaining$m
Informationtechnology43
Building& engineering services17
Subtotal60
▪UFB communal $170m
▪Fibre connections $251m
▪Greenfield growth $42m
▪Customer retention$14m
▪Sub total$477m
▪FY20 Sustaining Capex$186m
>Sustaining capex is defined as total capex excluding:
▪UFB communal & future footprint expansion
▪Fibre connections & greenfield growth
▪Customer retention spend (incentives related)
>Exclusions within FY20 Capex of $663m were:
>Fibre sustaining capex is expected to increase over time as the
asset ages
FY20 FULL YEAR RESULT
25
*Relates to provisioning, systems and service desk costs
24 August 2020
FY22 capital allocation framework driven by shareholder value
Net cash flow from operating activities
Sustaining capital
expenditure
Dividend
distribution
Surplus
capital
>Transition from FY22 to dividend distribution based on pay-
out range of free cash flow to reflect:
•a focus on providing shareholders with dividend
predictability, stability and sustainable growth
•comparable Australasian infrastructure and utility-like
businesses that pay out the majority of FCF
•robust management of sustaining capital expenditure
•transition period based on completion of UFB2 communal by
December 2022 and ongoing tapering of connection capex
>Surplus capital after dividend to be allocated based on
maximising shareholder value, and guided by:
▪debt levels consistent with existing credit rating, noting potential
re-gearing from any relaxation of rating thresholds
▪discretionary capex will only be pursued where:
•greater shareholder value is created compared to share buy
backs and/or additional dividends; and
•regulatory incentives are appropriate (e.g. regulatory WACC
vs Chorus WACC)
Discretionary
capex *
Additional
dividends
Share buy
backs
FY20 FULL YEAR RESULT
26
* Examples include fibre footprint expansion, greenfield connections & customer retention spend
24 August 2020
Net debt/EBITDA
As at
30 June 2020
$m
Borrowings2,234
+ PV of CIP debt
securities (senior)
183
+ Net leases payable263
Sub total2,680
-Cash0
Total net debt2,680
Net debt/EBITDA*4.14 times
>S&PND/EBITDA threshold 4.25xon a sustained basis
>Moody’sintend to review 4.2xthreshold once there is
further clarity on regulatory framework and portion of
revenue regulated
>Financial covenants require senior debt ratio to be no
greater than 4.75 times
>The Board considers that a ‘BBB’ credit rating or
equivalent credit rating is appropriate for a company
such as Chorus.
*Based on S&P and bank covenant methodologies
FY20 FULL YEAR RESULT
27
>up to $1.33 billion CIP financing
available by 2023 (57:43 equity/debt)
>$1,067m drawn at 30 June 2020
>At 30 June, debt of $2,234m comprised:
▪Long term bank facilities of $550m ($30m drawn); $5m OD
▪NZ bond: $400m and $500m
▪Euro Medium Term Notes $1,299m (NZ$ equivalent at hedged rates)
NZ
$M
24 August 2020
400
500
785
514
85
86
128
163
20
39
46
0
100
200
300
400
500
600
700
800
CIP debt securities available
Face value of CIP debt securities issued
EUR EMTN
NZ Bond
GBP EMTN
Crown financing and debt profile
462462
143
161
105
U F B 1
E Q U I T Y
U F B 1 D E B TU F B 2 / 2 +
E Q U I T Y
U F B 2 / 2 +
D E B T
drawnundrawn
NZ
$M
FY20 FULL YEAR RESULT
28
Implementation Methodologies (IM) update
Recent IM process developments
24 August 2020
FY20 FULL YEAR RESULT
29
Chorus’ view
>Commerce Commission is nearing completion of
substantial and complex IM process
>Key IM elements under continued consideration
include:
▪Financial loss asset–proposed shift from a
building block approach to discounted cash
flow
▪pre-2022 WACC-proposed shift in annual
WACC calculation from using a diminishing
term of the risk free rate (to 2022), to use of a
fixed term of 5 years
▪Crown financing–reversal on draft decision
to recognise cost; now proposed as costless to
Chorus by deducting WACC from funded
assets; arbitrary cost allowance of 25bps from
2022 with possible amendments
>Final IMs should deliver outcomes that:
▪provide ongoing incentives for fibre companies to drive
fibre uptake and extend the socio-economic benefits of
gigabit broadband to more consumers
▪reflect the public-private partnership entered into with
government, including government policy statements
that price regulation should take “...into account the
start-up risks associated with the introduction of new
technology.”
>Aspects of the recent regulatory proposals run counter to
the true nature of the UFB partnership
▪the financial loss asset and pre-2022 WACC does not
address the start-up and ongoing risks faced by Chorus
▪Crown financing was not costless and the Commission’s
expert agrees Chorus bore residual risk
24 August 2020
Chorus’ commercial UFB reality
Commission’s implied debt and WACC doesn’t reflect Chorus’ actual cost
0
1
2
3
4
5
6
7
8
FY12FY13FY14FY15FY16FY17FY18FY19FY20
Chorus' actual cost of debt
Commission's implied vanilla WACC
Commisson's implied cost of debt
Unable to issue
new debt or
pay dividends
due to
regulatory
process
FY20 FULL YEAR RESULT
30
>Standard commercial infrastructure practice to
recognise build and financing risks at the start of a
project, not optimised with the benefit of hindsight
▪Crown Fibre Holdings (CFH) estimated 9% WACC
for fibre companies
▪CFH, NBN Co (Australia) and Ofcom (UK) have all
indicated higher asset betas for fibre rollouts
▪Ofcom has proposed a ~6% WACC for FTTH over
the period 2021-2026, compared to a 4.88%
WACC for Chorus in the Commission’s November
2019 draft decision
%
24 August 2020
FY20 FULL YEAR RESULT
31
Next regulatory steps
What we’re focused on....
>Final submission rounds on Input Methodologies
▪Cross submissions on updated draft determinations
(excluding financial losses)
3 September
▪Submissions on financial loss asset consultation
10 September
▪Cross submissions on financial loss asset consultation
1 October
▪Commencement of consultation on Price Quality and
Information Disclosure –expected Q3 2020
>Regulatory Period 1 Proposal
▪expect to submit in December 2020 subject to final Input
Methodologies
Fibre. It’s how we internet now.
JB Rousselot, Chief Executive Officer
24 August 2020
FY20 FULL YEAR RESULT
0
100
200
300
400
500
600
CopperAverageFibreCopperAverageFibreCopperAverageFibre
Monthly average data usage (combined
downstream and upstream)
DownstreamUpstream
February
24 August 2020
225
429
346
0
50
100
150
200
250
300
350
400
450
Dec-14
Mar-15
Jun-15
Sep-15
Dec-15
Mar-16
Jun-16
Sep-16
Dec-16
Mar-17
Jun-17
Sep-17
Dec-17
Mar-18
Jun-18
Sep-18
Dec-18
Mar-19
Jun-19
Sep-19
Dec-19
Mar-20
Jun-20
CopperFibreAverage
Data
usage
(GB)
Monthly average data usage
per connection on our network (downstream)
FY20 FULL YEAR RESULT
33
COVID-19 has cemented broadband’s utility role
April
July
24 August 2020
Video meetings create Godzilla effect
Upstream traffic spikes half hourly, consistent with meeting start times
FY20 FULL YEAR RESULT
34
24 August 2020
The shift to remote working
Reliable broadband becomes a necessity
FY20 FULL YEAR RESULT
35
85
74
56
54
53
48
40
31
16
13
8
7
2
Laptop or desktop PC
High-speed connectivity to internet
Computer monitors
Smartphone
Video conferencing
Wi-Fi router
Headset
Virtual network access
Dedicated camera
Wi-Fi expander/extender
VOIP
Tablet
Other
Which of the following workplace technologies do you consider as
‘must have’ when working from home or remotely in general?
% of respondents
Do you plan to upgrade your home broadband service?
24 August 2020
Fibre = the “gold standard” of broadband
0
10
20
30
40
50
60
70
80
Sep-19Dec-19Mar-20Jun-20
FibreFixed wireless
VDSLADSL
Source: Measuring Broadband New Zealand, Winter Report, August 2020
Source: Chorus consumer perception survey
>Commerce Commission report (May 2020) noted reliability of
fixed line services through lockdown vs fixed wireless
(average download speeds decreased by around 25% and
96% of latency tests were above 30ms)
>~70% of Chorus survey respondents
consistently rate fibre 8-10 (out of 10)
for internet satisfaction
FY20 FULL YEAR RESULT
36
Distribution of latency by technology (lower is better)
%
24 August 202037
Our strategic
focus in FY21
24 August 2020
FY20 FULL YEAR RESULT
38
1. Winning in our core fibre business
We’re lifting our connections intensity in FY21
~420,000
UFB1 + 2
addresses
already
passed, with
no ONT
installed
~80,000
UFB1 + 2
addresses
passed and
ONT already
installed
~80,000
UFB2
addresses
to pass in
FY21
25,000
greenfield
properties
under
contract
▪growth strongest in Auckland, good demand outside UFB zone
▪uptake continues to track at ~30% within 6 months of network build;
stronger in some UFB2 areas (e.g. Whatawhata80%)
▪~50% of fibre orders are now from intact addresses as our migration/incentive
programmes generate new uptake and consumers move premises
▪COVID-19 driving awareness of fibre reliability and capacity
▪new marketing and incentive campaigns launching
▪uplift in managed migration volumes
24 August 2020
Leveraging fibre uptake across a suite of retailers
35.1
19.4
13.5
7.2
7.1
17.6
Fibremarket share Q4 19
Source: IDC market data
FY20 FULL YEAR RESULT
39
38.7
24.4
12.7
6
5.4
12.9
Broadband connection market share
Q4 19
24 August 2020
>Migration and winbackincentives
▪upweighting retailer incentives based on customer segment, plan
and volumes (up to $300 for targeted copper ‘late adopters’; up to
$500 for winbackof offnet connections)
▪direct to consumer incentives (e.g. prezzycards)
>Managed migration programme
▪record month in July with 5,000+ installations, up from an average
of ~3,000 per month
▪proportion of installation orders for offnet customers increased
from 35% (July 2019) to 50% (June 2020)
▪targeted campaigns: UFB2 townships, MDUs
FY20 FULL YEAR RESULT
40
Fibre campaign: putting the focus on badnet
Lifting our open access wholesaler programme another level
1400
1500
1600
1700
1800
1900
2000
2100
Island Bay exchange
24 August 2020
Continued connection growth in legacy cable areas
2400
2500
2600
2700
2800
2900
3000
3100
3200
3300
3400
Sep-18Dec-18Mar-19Jun-19Sep-19Dec-19Mar-20Jun 20
Karori exchange
No. of
connections
No. of
connections
UFB rollout
UFB rollout
FY20 FULL YEAR RESULT
41
24 August 2020
FY20 FULL YEAR RESULT
42
>Enhancing our business services
▪plan to expand Hyperfibrefootprint beyond initial centres in H1 FY21
▪small businessfibre uptake doubled to 3k in H2; revised $52 pricing to drive uptake further
▪upgraded premium business serviceswith proactive fault response, reduced high bandwidth costs, ‘hot’
cutover of legacy fibre to GPON and other installation/provisioning incentives
>Growing our role as neutral network host
▪backhaul: continuing to connect rural cellsitesfor Rural Connectivity Group; new tail extension service to
facilitate nationwide UFB coverage for RSPs
▪edge centre: adding Tauranga site to meet customer demand
▪peering: planning to launch new service H1 FY21 to enhance interconnection between RSPs and cloud or
content providers
Boosting our business and network portfolio
24 August 2020
2. Grow new revenues
Smart locations (e.g. CCTV, traffic lights)
▪streamlined our processes to help realise market growth
opportunity
▪new 50Mbps symmetrical plan to support connectivity of urban
infrastructure (e.g. poles, traffic lights) $55 per month
Wi-Fi ONT service
▪co-developed service with retailers
▪launching with $1.30 monthly fee; providing upfront credits to
support retailers switching systems
▪will enhance customer experience with shorter connection time
for homes with fibre already installed
▪potential to broaden fibre market by lowering router costs to
connect customers on short term contracts
FY20 FULL YEAR RESULT
43
24 August 2020
3. Optimise non-fibre assets
Detailed review underway of existing network infrastructure
FY20 FULL YEAR RESULT
44
>Focus on reducing ongoing network costs
▪20 network sitesexitedin FY20 (e.g. New Plymouth site –LFC
zone; Whangarei Heads rural site)
▪reshaping proactive maintenance programme in UFB zone to
reflect shift to fibre
▪reviewing copper broadband network assets in UFB zone
o~20 copper broadband cabinets with no customers
o~30 cabinets with <10 customers
BEFORE
AFTER
24 August 2020
Copper withdrawal in UFB areas won’t happen overnight
>The Commerce Commission has proposed:
▪six months’ notice by Chorus to the end user and retailer
▪able to install fibre in a reasonable timeframe and at no
cost to the end user
▪providing end users with information about their
protections under the code
▪requirement that the Commission’s 111 Contact Code is
in force
0
10
20
30
40
50
60
70
80
90
100
Whitby
(Wgtn)
Wakatipu
(Qtown)
Kumeu
(Akld)
Forrest Hill
(Akld)
Devonport
(Akld)
Miramar
(Wgtn)
Fibre penetration -exchange area
Chorus broadband connectionsTotal Chorus lines
FY20 FULL YEAR RESULT
45
Draft copper withdrawal code
Fibre
penetration
(%)
24 August 2020
4. Develop long term future of the business
Reviewing our operating model, including flexible working
FY20 FULL YEAR RESULT
46
0
5
10
15
20
25
100% at
home
80% at
home
60% at
home
50% at
home
40% at
home
20% at
home
100% at
office
Employee preference for % of working
week at home vs office
% of
responses
24 August 2020
FY20 FULL YEAR RESULT
47
FY20 FULL YEAR RESULT
0
200000
400000
600000
800000
1000000
1200000
1400000
30-Jun-1930-Sep-1931-Dec-1931-Mar-20Jun-20
24 August 2020
30 June
2019
30 Sept
2019
31 Dec
2019
31 March
2019
30 June
2020
Unbundled copper
(no broadband)
24,00021,00018,00017,00015,000
Baseband copper
(no broadband)
214,000201,000192,000185,000179,000
Copper ADSL
(includes naked)
327,000304,000283,000261,000245,000
VDSL
(includes naked)
270,000257,000242,000228,000221,000
Fibre broadband
(GPON)
599,000645,000681,000713,000740,000
Data services
(copper)
5,0004,0004,0004,0004,000
Fibre premium
(P2P)
11,00012,00012,00011,00011,000
Total connections
1,450,0001,444,0001,432,0001,419,0001,415,000
Fibre (GPON)
VDSL
Copper ADSL
Unbundled copper
Baseband copper
>1,206,000 broadband connections comprises:
▪740,000 fibre (GPON) connections
▪466,000 VDSL/ADSL (copper) connections
Business premium
Note: Free education connections are excluded from this data
Appendix A: Connection and market trends
48
24 February 2020
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2,000,000
Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016Q4 2016Q1 2017Q2 2017Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019
Broadband uptake by retailer (all technology)
SparkVodafoneOrconVocus2degreesTrustpowerROM
Source: IDCSource: IDC
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2,000,000
Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016Q4 2016Q1 2017Q2 2017Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019
NZ broadband market –by technology
Chorus xDSLChorus mass market fibreChorus premium fibre
Local fibre companies (UFB)Other fibre networksOther xDSL
Vodafone cableFixed (mobile) wirelessLegacy fixed wireless, satellite
AppendixA:Connectionandmarkettrends(continued)
49
FY20 FULL YEAR RESULT
24 August 2020
Appendix B: RAB parameters
ParametersSummary of key parameters indicated by Commission process to date
Crown financing
New proposal to not treat Crown financing as debt-like and instead apply a WACC to Crown-funded assets,
removing any return on capital pre-2022. A -25bps WACC adjustment would apply post 2022.
Taxation
Accepted that tax losses in pre-implementation period can be carried forward.
TAMRP
Tax-Adjusted Market Risk Premium updated from 7% to 7.5% (effective from end of IM process)
Credit rating
If the Commission continues to use BBB+ for WACC, then leverage should be higher at 34%. Chorus’ view
is our actual credit rating (BBB) is more appropriate.
WACC: 2011-2022
WACC for the unrecovered loss asset will be calculated annually, by ‘locking in’ the risk-free rate from the
year the capex was incurred until implementation, using 5-year term.
WACC: asset beta
Proposed a revised asset beta of 0.49, up from 0.46, for both pre and post 2022 periods. Commission says
difficult to quantify the pre-2022 asset beta and unrecovered losses compensate for higher systematic risk.
WACC: percentile
No uplift (above 50
th
percentile) is required to mitigate risk of under-investment. We believe uplift to 75
th
percentile should apply for initial rollout, consistent with regulatory practice at the time, and 67
th
percentile
from implementation date.
Ex-ante allowance
for asset stranding
10bps (of the average total RAB) ex-ante allowance proposed, from a range of 5 to 40bps, to be included
in the maximum allowable revenue. We believe an accurate allowance requires confirmation of the total
RAB and our experts showed it could be above 40bps.
Depreciation
Act requires straight line depreciation for initial RAB valuation, but Commission accepts non-standard
depreciation (i.e. tilted) could be considered post-implementation.
FY20 FULL YEAR RESULT
50
24 August 2020
Crown financing
FY20 FULL YEAR RESULT
51
▪CIP equity securities
•unique class of security with no right to vote at
shareholder meetings, but entitle the holder to a
right to repayment preference on liquidation
•an increasing portion of the securities will attract
dividend payments from 30 June 2025 onwards
•the dividend rate is based on 180 day NZ bank bill
rate, plus 6% p.a. margin
•may be redeemed at any time by cash payment of
total issue price or the issue of Chorus shares (at a
5% discount to the 20-day VWAP for Chorus
shares)
▪CIP debt securities
•unsecured, non-interest bearing and carry no voting
rights at shareholder meetings
•Chorus is required to redeem the securities in
tranches from 30 June 2025 to 2036 by repaying
the issue price to the holder
Debt
securities
maturity
profile
30 June
2025
30 June
2030
30 June
2033
30 June
2036TOTAL
UFB1 & 2$85.3m$104.7m$166.7m$210.2m$566.9m
Equity
securities
subject to
paying
dividends
(cumulative)
30 June
2025
30 June
2030
30 June
2033
30 June
2036TOTAL
UFB1 & 2$85.3m$197.1m$377.7m$766.4m$766.4m
24 August 2020
Appendix C: Making New Zealand better
We take a long term view of our network infrastructure investments and our people take pride in delivering an asset
for New Zealand’s ongoing social and economic betterment. Chorus is included in the Dow Jones Sustainability
Australia Index.
FY20 FULL YEAR RESULT
52
>Environment
▪Target of 80% reduction in scope 1 and 2 emissions, from our FY12 base year, by
2030. Achieved 37% reduction against target in FY20.
▪B rating from CDP for FY19 reporting.
▪Extensive waste minimisation: 195 tonnes of waste ducting and 37 tonnes metal
network components recycled in FY20.
>Social
▪FTTH estimated (2012) to contribute $32 billion in economic benefits to NZ over 20
years. Social benefits estimated (2017) at $2 billion annually.
▪Winner of Broadband World Forum’s Broadband delivering social impact award2018
for rural broadband rollout.
▪Employee engagement 8.5 out of ten in June 2020 (7.6 in FY19).
>Governance
▪Director gender ratio of 38% women, 62% men at 1 July 2020.
▪Target of 40:40:20 gender ratio achieved for Chorus’ people leader community in
FY20. Largest gender pay gap by career level is 4.1%. Objective to achieve 0%
gender career level pay gap.
▪New Minimum Shareholding Policy for directors.
▪Total Recordable Injury Frequency Rate decreased from 2.67 to 2.43 in FY20 with an
overall reduction in injuries requiring medical treatment.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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