NZX Full Year 2020 Results & Annual Report Published
Powered Up
NZX Annual Report
2020
About this report
For more than 150 years we have been enabling Kiwi
success – creating opportunities for New Zealanders to
grow their personal wealth and helping businesses
prosper. As New Zealand’s Exchange, we are proud of
our record in supporting the growth and global
ambitions of local companies.
Our 2020 Annual Report “Powered Up” recognises
the importance of aligning the way we do business with
the expectations of our key stakeholders to create
sustainable value – for our shareholders, across the
capital markets ecosystem, for our customers and
New Zealand. This report includes our full Financial
Statements (and Notes to the Financial Statements) for
the year ended 31 December 2020, along with
commentary on the company’s financial results and
operational performance.
The business overview (Who we are) and our
business model (How we create value) provide
information about NZX, our strategic goals and the
pillars that are fundamental to sustaining and growing
value into the future. The Corporate Governance
section of this report describes how we set the
objectives and direction for the business, and the
framework for identifying and managing risks is
outlined in the Risk Report. Our corporate governance
policies are available online at: https://www.nzx.com/
about-nzx/investor-centre/governance/policies. NZX
Limited is registered with the New Zealand Companies
Office and our New Zealand Business Number (NZBN)
is 9429036186358.
This report is dated 17 February 2021 and is signed
on behalf of the Board of NZX Limited by Chair, James
Miller, and Chair of the Audit and Risk Committee,
Lindsay Wright.
Contents
Our performance this year 8
Who we are 10
Letter from the Chair 12
Chief Executive’s update 16
Our Board 20
Our Leadership Team 22
How we create value 26
– Our Customers 28
– Strategic Partnerships 30
– People & Capability 32
– Sustainable Environment 34
– Market Performance 36
Corporate Governance 41
Risk Reporting 51
Management Commentary 54
Directors’ Responsibility Statement 60
Financial Statements 61
Independent Auditor’s Report 100
Statutory Information 105
Getting in touch 112
NZX Annual Report 2020
1
Supporting
NZX Annual Report 2020
2
As New Zealand’s Exchange,
we are driven by a big ambition
for our country. We take pride
in helping to support and drive
a healthy economy, thriving
businesses and helping Kiwis
succeed. Every day our people
and passion are focused on
our role delivering information,
insights and the tools needed to
connect investors with the right
investment opportunities.
NZX Annual Report 2020
3
Ambition
We enable investors at home
and around the world to
grow and protect their wealth
by accessing investment
opportunities in the companies
and industries that power our
economy and compete on
the world stage. We operate
markets that enable businesses
to access the capital they need
to keep growing, creating new
jobs and solutions that are
shaping the future.
NZX Annual Report 2020
4
Ambition
NZX Annual Report 2020
5
Resilience
We’re a Kiwi company working
hard to grow New Zealand’s
economy, supporting the
resilience and long-term success
of our customers as a strength
for our country.
NZX Annual Report 2020
6
Our thanks to Auckland International Airport (NZX: AIA) for the use
of this photograph. The New Zealand travel and tourism sector faced
some significant challenges in 2020 and we were pleased to be able to
support the need for equity capital, which has never been more acute.
NZX Annual Report 2020
7
Our performance this year
Data highlighted on pages 8 to 11 is “for the financial year ended 31 December
2020”, or “as at 31 December 2020” (as applicable). Percentage changes
represent the movement from 2019 to 2020.
* Operating earnings are before net finance expense, income tax,
depreciation, amortisation, loss on disposal of business and property,
plant and equipment, and gain on lease modification. Operating earnings
is not a defined performance measure in NZ IFRS. The Group’s definition of
operating earnings may not be comparable with similarly titled performance
measures and disclosures by other entities.
The 2020 deliverable targets are detailed in the Management Commentary
section on page 55 of this Report.
DAIRY DERIVATIVES LOTS TRADED
360,887
0.5
%
TOTAL CAPITAL RAISED (new + secondary)
5.5
%
17. 6 b
DATA & INSIGHTS REVENUE
8.1
%
16 .1m
7.19 b
FUNDS UNDER ADMINISTRATION
213.4
%
TOTAL VALUE TRADED
41.8
%
53.7b
FUNDS UNDER MANAGEMENT
28.0
%
5.08b
DIVIDEND (FULLY IMPUTED)
6 .1
cents per share
NZX Annual Report 2020
8
TRADED VALUE
0
1
2
3
4
5
6
7
8
DecNovOctSeptAugJulJunMayAprMarFebJan
0
15,000
30,000
45,000
60,000
75,000
90,000
105,000
120,000
0
15,000
30,000
45,000
60,000
75,000
90,000
105,000
120,000
Value Traded
Daily Trades
2019 Value Traded2020 Value TradedDaily Trades
NET PROFIT AFTER TAX
2 0 .1
%
17.6m
34.4m
OPERATING EARNINGS
*
9.7
%
NZX Annual Report 2020
9
Who we are
MEASURABLE PROGRESS ON DIVERSITY
AND INCLUSION
Our commitment to building a diverse workforce and an
inclusive workplace gained new ground in 2020. This is
reflected in our Chief Executive’s participation in
Champions for Change, the revised Diversity & Inclusion
Policy, and enhanced transparency of our performance in
this area. NZX also announced a commitment to NZ
Living Wage for all employees.
NZX leaders took a focused look at gender pay
equality in 2020 and through the annual remuneration
review process made changes required to achieve pay
equality – eliminating pay gaps in like-for-like roles across
our entire organisation. This is a significant step toward
equitable opportunities for our workforce and
sustainably resourcing our business.
Our attention now turns to the structural elements that
drive the remaining gender pay gap, which we will
improve with continued efforts to increase the number
of women in senior roles.
Other Diversity & Inclusion objectives for 2020
included a commitment to youth employment – we
recognise the responsibility we have to help build the
financial services workforce of tomorrow. This objective
was met through recruitment activity including the
Graduate Programme where our 2020 intake is making
a great contribution already. We have a diverse and
talented group of graduates in the February 2021 intake
for this three-year programme. Progress toward
broadening diversity measures, and strengthening how
we measure our recruitment pipeline, is ongoing and will
be continued in 2021.
SMARTSHARES
79, 871
Investors in Smartshares products
(directly and indirectly), with total
Funds Under Management of $5.08b
NZX WEALTH TECHNOLOGIES
28 ,18 5
Investor portfolios, with total
Funds Under Administration of $7.19b
DATA & INSIGHTS
8,720
Data terminals
SECONDARY MARKETS
1 2 . 1 m
Trades in 2020, with a total value of $53.7b
Listed equity, debt and funds
232b
TOTAL MARKET CAPITALISATION
ISSUER RELATIONSHIPS
334
Total listed equity, debt, funds & other securities
10
NZX Annual Report 2020
Full-time equivalent employees
(excluding contractors & consultants)
257
New Zealand
NZX Offices
Head Offices of
NZX-listed Companies
Global affiliations
ASX – Sydney
HKEX – Hong Kong
LSE – London
NASDAQ – New York
SGX – Singapore
TMX – Toronto
SPSE – Suva
SSE – Shanghai
WFE – World Federation
of Exchanges
SSE – Sustainable Stock
Exchanges Initiative
EEX – European Energy Exchange
Gender Diversity All Employees
44%39%
61%
56%
Female employees
Male employees
Female managers
Male managers
Gender Diversity Officers & Board
3
2
6
8
Female officers (2019: 3)
Male officers (2019: 8)
Female directors (2019: 2)
Male directors (2019: 6)
Employees by Business Unit
131.3
17.5
55.7
52.8
NZX Markets
NZ RegCo
NZXWT
Smartshares
New Zealand presence connecting a world
of investments to NZ businesses
Employee headcount (permanent and fixed term,
excludes parental leave)
55
3 1
78
72
51
20-29 years
30-39 years
40-49 years
50-59 years
60-69 years
70-79 years
Investor portfolios, with total
Funds Under Administration of $7.19b
11
NZX Annual Report 2020
James Miller
NZX Chair
NZX Annual Report 2020
12
Letter from the Chair
2020 was a difficult year for many sectors of
the economy, but the challenges presented
by COVID provided the opportunity for
New Zealand’s capital markets to provide
essential capital funding to businesses in need.
Never before has the value of having access to capital
been so evident for New Zealand businesses. We have also
seen the most significant re-engagement with equities as
an investment class in the past 30 years.
With a record level of activity in the market and a
healthy number of new listings, FY2020 showcased the vital
role of capital markets to a well-functioning and resilient
economy. Our financial results reflect these factors.
The S&P/NZX 50 (Gross) finished 2020 at 13,092 – up a
further 14% on the substantial lift we saw the previous year.
What has been most pleasing is the repositioning of
NZX and our strategic direction under Mark Peterson’s
leadership. This has been recognised by the market with
strong appreciation in the NZX share price, and a total
shareholder return (TSR) of 50.3% for the year ended
31 December 2020.
I want to thank our shareholders for their patience
and support during the early stages of repositioning
the company.
This has been another year of financial delivery, and the
environment has supported the growth in NZX’s operating
earnings to a new high of $34.4 million, slightly above our
guidance range.
Your Board has declared a final dividend of 3.1 cents
per share to be paid on 26 March 2021, contributing to a
FY2020 dividend of 6.1 cents per share, fully imputed.
I especially want to acknowledge the effort and
flexibility from our people. The year has been incredibly
challenging and the outcomes for our customers and
ourselves have come from teamwork and collaboration
across the entire capital markets ecosystem.
It is important to note that 2020 also provided NZX with
some challenges which has given us pause for thought in
how we can improve the way we manage risk and embed
the learnings we gained for the future.
Emerging stronger
NZX Annual Report 2020
13
levels, and the benchmark S&P/NZX 50 ended 2020 in
record territory – delivering once again another strong
result particularly relative to other global markets.
I am also pleased to report that we have been busy
ringing the listing bell this year to welcome a new cohort of
companies to New Zealand’s Exchange.
The support and innovation across the capital markets
ecosystem from lead managers, banks and advisers
behind new listings and secondary issuance has been
especially encouraging.
As part of our refreshed strategy, we have made
ecosystem development a priority through our Head of
Issuer Relationships, Sarah Minhinnick. This includes
dedicating more resources into deepening our pool of
prospects – along with widening and lifting the promotion
and awareness of the pathways for companies to list.
During the year, we saw the first listings under the new
direct and foreign exempt rules. We expect direct listings
to now be a popular pathway for accessing the benefits of
the listed market, with evidence in the very recent listing of
Third Age Health.
At a time when we are investing for growth, it is
extremely satisfying to see our Smartshares and Wealth
Technologies businesses tracking ahead of our
expectations, topping $5 billion FUM (Funds Under
Management) and $7 billion FUA (Funds Under
Administration) respectively. This gives us real confidence
not only in these businesses delivering value for NZX
shareholders but also – as we focus on broader market
development initiatives, including those identified in the
Capital Markets 2029 report – in the role they can play in
further developing our capital markets.
The partnership we are exploring with SGX, with regard
to our dairy derivatives suite, is also a tangible example of
the potential to commercialise NZX’s international alliance
strategy to propel future growth.
Operational challenges
NZX did not expect the scale of escalation in trading
activity during the COVID-19 March/April lockdown period
that peaked at six times prior year average daily volumes.
We have publicly acknowledged that we did not meet
our own high standards in certain areas of our technology
systems, and also with regard to the unrelated cyber-
attacks in August that fundamentally changed expectations
about this sort of risk for the industry and for New Zealand.
We know the integrity and performance of our
Information Technology (IT) systems is vital to all market
Participants along with the ongoing need to plan for rising
demands and risks.
The NZX Board acted decisively post these events. We
commissioned two separate external reviews, from EY and
InPhySec, and are taking forward and will act on their
recommendations to ensure our IT and cybersecurity
processes are stable and secure. We shared our external
reports with the FMA.
Auckland Real Estate (NZX: AKL) welcomed to our Exchange under the
new foreign exempt listing rules.
“The NZX has enabled Kiwi companies to
access billions of dollars of much-needed
equity and debt capital, giving them
strength in a very tough and uncertain
economic environment.”
Separate regulatory model
Given the significance of the establishment of NZ RegCo,
I wanted to begin by acknowledging this successful
transition to a new regulatory model for NZX’s listed
markets. NZ RegCo was launched in early December,
completing the structural separation of the Exchange’s
commercial and regulatory roles.
Along with the outstanding support from the team, I
am also grateful to Elaine Campbell for the expertise she
applied to breathing life into NZ RegCo – a ground-
breaking development in the 150-year history of
New Zealand’s capital markets – in terms of the structure,
governance and the operating model. We also had
positive engagement from the Financial Markets Authority
(FMA) and the Reserve Bank.
Headed by Chief Executive, Joost van Amelsfort,
the new regulatory operating and governance model
enhances independence of this function, is less complex
and aligns with global best practice. NZ RegCo is
governed by an independent establishment board chaired
by Trevor Janes, with board members Elaine Campbell,
Mike Heron QC, John Hawkins and Annabel Cotton.
Enabling strength and success
The NZX has enabled Kiwi companies to access billions of
dollars of much-needed equity and debt capital, giving
them strength in a very tough and uncertain economic
environment. Trading volumes and value reached new
NZX Annual Report 2020
14
In November last year we also announced the
permanent establishment of a Technology Committee to
provide specialist governance oversight of the role and use
of technology in executing NZX’s strategy. I would
particularly like to thank the members of this specialist
subcommittee of the Board, for their attention to what has
been a considerable workload since the committee was
established as an immediate measure in April 2020.
We have also confirmed commitment to create an
industry-wide IT working group to improve engagement
and communication with the wider market ecosystem on
technology matters.
NZX has recognised the need for further technology
investment above our current programme of work to
enhance stability and resilience and deliver other
improvements, confirming additional spend on people
and systems in 2021.
NZX has closely reviewed the findings of the Market
Operator Obligations Targeted Review undertaken by FMA.
NZX accepts that we did not meet the high standards we set
for ourselves in key areas of technology resources. We also
agree that improvements are required and we are
committed to delivering these improvements via an action
plan that will be agreed with the FMA.
Our relationship with the regulator is important to us,
and we will be working constructively with the FMA through
this important process.
Outlook for 2021
NZX expects full year 2021 operating earnings to be in the
range of $31.5 million to $35.5 million, with guidance
subject to market outcomes, particularly with respect to
market capitalisation, total capital raised, secondary
market value and derivatives volumes traded, funds under
management and administration growth and
technology costs.
Additionally, this guidance assumes no material
adverse events, significant one-off expenses, major
accounting adjustments, other unforeseeable
circumstances, or future acquisitions or divestments.
NZX’s FY2021 guidance incorporates the expected
incremental technology costs in addition to changes to
NZX’s ongoing structural technology costs that have
already been implemented.
Leadership continuity
In December we announced that the NZX Board had
exercised the option to extend Mark Peterson’s
employment term as Chief Executive to April 2024. The
NZX Board’s decision to exercise this option early reflects
the desire for stability in executive leadership. At a time
when we are looking at the further evolution of our
governance to align with NZX’s strategy, and also Board
succession, having this continuity of leadership will be vital
to maintaining strong momentum in the business.
Our company has made significant progress over the
first three years of Mark’s tenure – particularly in cultivating
a culture to support strategic delivery, along with strong
financial performance (with a TSR of 22% per annum).
Today we have a more robust NZX that has real impetus
and is creating sustainable value for our shareholders.
We have also taken some very important steps towards
our long-term goal of becoming a more vibrant and diverse
participant in New Zealand’s capital markets ecosystem.
I want to also pay tribute to Mark’s leadership in
genuinely caring for our people through these challenging
and uncertain times, while keeping an unwavering focus on
the needs of our customers.
A special thanks also to my Board, who have shouldered
an immense workload through the year – in very trying
circumstances where governance has been to the fore.
There have been some important learnings in 2020 but,
as Chair, I could not be more proud of what our team at
NZX has delivered for our shareholders, our customers and
our country.
James Miller
NZX Chair
“Today we have a more robust NZX that has
real impetus and is creating sustainable value
for our shareholders. We have also taken
some very important steps towards our long-
term goal of becoming a more vibrant and
diverse participant in New Zealand’s capital
markets ecosystem.”
NZX Annual Report 2020
15
Fuelling
our momentum
Chief Executive’s update
2020 was an extraordinary year for NZX.
It was not the year we planned for, but our
performance reflects the strength we have
built in our business through deliberate
strategic change.
The momentum that has been building over the last
three years was accelerated by the impact of COVID-19.
This helped produce a step change in growth for NZX,
albeit the rapid expansion of trading volumes caused
challenges to parts of our technology infrastructure.
This growth is reflected in our operating results and
financial performance for FY2020 – and we have taken the
lessons from the operational challenges, acting on them
to improve.
Operating earnings (EBITDA) of $34.4 million was up
almost 10% on the growth we achieved in FY2019, with
the operating margin at 43.9%.
Revenue growth came from across our three main
business areas – Capital Markets, Smartshares and NZX
Wealth Technologies. Securities trading and clearing
revenues were up strongly, with listing and data revenues
also showing good growth. Higher costs in 2020 were
driven by increased spend in technology, alongside
investing in our people to support the growth and sales
opportunities that are being created.
Net profit after tax for the year (NPAT) was
$17.6 million. Capital expenditure continues to be
focused on NZX Wealth Technologies’ core platform
and NZX’s trading system upgrade, together with
strengthening our cybersecurity protection.
We have detailed our financial results in the
Management Commentary (on page 54).
A year of records
Global volatility, a low interest rate environment and
greater post-COVID interest in investing helped push
trading volumes to record levels.
By June 2020 NZX’s secondary markets had eclipsed
the total number of trades executed for the full year 2019
and by early September the total value traded had also
surpassed 2019.
The health and vitality of our markets in 2020 is
reflected in the 149% increase in the volume traded,
and 42% increase in the value traded for the full year
to $53.7 billion compared with $37.8 billion the
previous year. This increased activity did pose some
challenges for NZX.
We laid the foundations for this progress in our 2017
strategy to deliver improved liquidity to the market –
removing the fixed-fee elements of trade fees, improving
rules to support price transparency and attracting new
Participants and investors to the NZX.
This has opened up access to a broader range of
investors, lifted on-market activity and delivered improved
liquidity to our Exchange.
Alongside the increase in value traded across the NZX,
we continue to observe growth in on-market liquidity
levels which have now normalised above 60%.
While the value of retail trading increased from
$4.1 billion to $9.7 billion, the overall share of trading by
investor type during this period remained reasonably
consistent with historical averages.
The value of traded liquidity originating from retail,
institutional and proprietary sources accounted for
approximately 18%, 70% and 12% respectively. This is
encouraging as it indicates that growth in the market was
across all investor segments.
Together with the growth in market liquidity we have
also seen a significant expansion of our Depository
business, with assets under custody up 38% for the year to
$4.8 billion. This has been an important strategic focus and
the continued growth has increased efficiencies for the
New Zealand market and enabled NZX to participate in the
final stage of the securities settlement value chain.
NZX Annual Report 2020
16
Mark Peterson
NZX Chief Executive
NZX Annual Report 2020
17
travel restrictions created an immediate need for
businesses to either strengthen their balance sheets or to
raise capital to take advantage of the opportunities that
were presenting themselves.
In our 2020 Interim Results we reported a total of more
than $5 billion of capital raised on the secondary market in
the 90 days from the beginning of April – dwarfing capital
raisings in the early months following the 2008 Global
Financial Crisis.
This need, and the greater attractiveness of equity
funding, has seen the value of capital raised for the year
total $17.6 billion – more than 50% above our expectations
for 2020.
The price volatility created by COVID-19 did impact
new debt market issuance materially from March through
to July. However, the market came back strongly from
August through to December with 12 new securities
issued, $2.7 billion of debt issuance raised, and
$825 million of this was in green bonds issued by Mercury,
Argosy and Auckland Council. We also welcomed three
new debt issuers to the market being Kiwibank, Ryman
Healthcare and Oceania Healthcare.
The current environment has emphasised the strong
value of an NZX listing and the ready access to equity or
debt capital that listing provides. Our sales and marketing
focus has been on promoting the market to companies
who may benefit from having access to capital or to owners
who may want to release capital for other purposes. We
now have a strong pipeline of potential listings across
equity, debt and funds.
Since the release of our first-half results in August when
we reported on the reverse listing of Me Today, we have had
the opportunity to welcome five new companies to the NZX.
The spectrum of these mirrors the pathways we have
been opening up for issuers – from the Rua Bioscience IPO
(RUA), to Radius Healthcare (RAD) as the first under new
direct listing rules, along with the ASX-listed Auckland Real
Estate (AKL) under our new foreign exempt provisions and
Harmoney (HMY) a new dual listed IPO. The final listing for
2020, New Zealand Rural Land Co (NZL) was another NZX
Following a COVID-related delay to the Trading System
Upgrade and the recent decision to undertake additional
market-wide testing, the project is now scheduled to go
live later in the first half of 2021. This will enable market
functionality in line with other international markets, and
will support the subsequent launch of our exchange-based
mid-point pricing trading venue, which should further lift
on-market traded liquidity.
Further technology investment
As reported in our Interim Results and referenced by the
Chair, the Board-commissioned reports from EY and
InPhySec identified the need for further technology
investment in 2021 to enhance the stability, resilience and
capacity within aspects of our technology framework.
This will further build on the $12 million technology
infrastructure modernisation programme underway since
2017, which has focused on clearing, network infrastructure
and the trading system along with capacity improvements.
This additional capital investment programme will be
led by our incoming Chief Information Officer, Robert
Douglas, who will also be spearheading NZX’s
engagement with market Participants and the market
ecosystem to deliver a technology roadmap for the
capital markets.
Since the technology disruptions in March and April,
NZX has made changes to increase the resilience and
stability of its systems. We have also strengthened our
Distributed Denial of Service (DDoS) defences following
the cyber-attacks.
As noted by the Chair, the NZX Board considers the
investment required to deliver on the recommendations of
the reports from external reviewers will have an ongoing
impact on technology costs.
Focus on customers
While we had a strong tail-wind during the year, NZX’s
results in 2020 have come from the strategic platform we
now have in place.
Throughout this extraordinary year, we have had a
unique opportunity to demonstrate to other businesses
the value of having access to capital through the
public markets.
The environment in the wake of the COVID-19
lockdown in New Zealand alongside the international
The current environment has emphasised the strong value of an NZX
listing and the ready access to capital that listing provides.
“We laid the foundations for this success
in our 2017 strategy to deliver improved
liquidity to the market – removing the fixed-
fee elements of trade fees, improving rules
to support price transparency and attracting
new Participants and investors to the NZX.”
NZX Annual Report 2020
18
IPO providing exposure to the rural sector for investors to
be able to invest in the land that underpins this country’s
strength and expertise in farming and food production.
All of this activity has highlighted that the listed market
can deliver reliable, liquid, and open access to investment
in New Zealand for all investors, so everyone can support
and benefit from the success of Kiwi companies.
NZX has also been considering the next stage of its
strategy. As part of this, we have explored the business
models of other exchanges globally and how those might
apply here in New Zealand. We will continue to build a
more diversified exchange.
The power of partnership
Beyond our operational focus in New Zealand, we
maintained impetus in 2020 on our global strategy to
secure partnerships that offer complementary capabilities
and strength as we grow NZX’s business.
As reported at the half year, BNP Paribas is expected to
become a General Clearing Participant during the first half
of 2021. This is a positive signal about the potential in our
markets, to have another high-quality global bank, with
a strong regional clearing footprint, strengthening
its commitment to assist in growing New Zealand’s
capital markets.
NZX has also signed a Heads of Agreement with the
Singapore Exchange in relation to a global partnership to
grow NZX’s dairy derivatives market together.
We are also continuing to work in partnership with the
European Energy Exchange to develop the managed
auction service for the New Zealand Emissions Trading
Scheme (NZ ETS) – one of the Government’s main tools for
meeting domestic and international climate policy targets.
Following the successful bid to the Ministry for the
Environment, we have been engaging Participants in the
next steps of progress with the managed auction platform,
which will be completed for the first scheduled NZ ETS
auction on 17 March 2021.
As we continue to focus on products that deliver clear
value for prioritised customer segments, our Data &
Insights business had another year of strong growth with
revenue up 8%, coming from both retail and professional
terminal users. Subscription and licence revenue also grew
from increased client data usage. We are also pleased to
report an excellent response to the research solution we
have implemented, supplied by Smartkarma specifically to
support coverage of small cap stocks.
Smartshares continues to grow. Funds Under
Management increased to more than $5 billion at year-end,
up 28% and exceeding the 2023 goal we set under our
growth strategy.
During the year, we attracted more than $800 million in
net investor cash flows. Key initiatives included the launch
of the Smartshares Core Series, with New Zealand’s lowest
cost fund tracking the S&P/NZX 50, and Select KiwiSaver
our first third-party hosted scheme.
As the market leader in Exchange Traded Funds (ETF),
it has been encouraging to see some institutional investors
starting to move into passive investment products through
the Smartshares ETFs and its unlisted passive products –
mirroring global trends.
A range of leading NZ wholesale and advisor platforms
now utilise Smartshares, enabling financial advisors to
access our unlisted passive funds for the first time.
Our NZX Wealth Technologies (NZXWT) business
recorded growth of more than 210% this year with Funds
Under Administration reaching more than $7 billion. The
successful onboarding of Hobson Wealth Partners,
completed in November, added $3 billion. We now have
more than 28,000 portfolios being managed through our
wealth management platform.
The addition of Hobson Wealth is a significant
milestone and reflects confidence that we have a path for
continued long-term growth – following JBWere and
Saturn Advice joining Craigs Investment Partners on
NZXWT’s new platform this year. Late in the year, NZX
Wealth Technologies was also proud to announce that it
retained the Public Trust business after participating in a
competitive process.
NZXWT is currently engaged with a number of new
prospects for project activity, and expects to see
continued growth again in 2021.
Planning for the new normal
2020 created significant opportunities and learnings for
NZX, closely aligned with our purpose of “Helping build
New Zealand’s tomorrow”. We have been able to reset our
business for the ‘new normal’ and, with this performance,
refocus our business with both an operational excellence
and a growth mindset.
Our team has been energised by the vital role we have
been able to play in supporting others and ensuring the
Exchange and our country can successfully adapt and
move forward.
In the year ahead, we will be building on the lessons
from an extraordinary 2020 to further strengthen our
infrastructure and drive growth and health in our markets.
We are also aiming to leverage our funds management and
wealth technology businesses, which we see as core to
market development and future revenue generation.
Thank you again to our customers for your support, our
business partners for working shoulder-to-shoulder with
us, and particularly to our team at NZX.
We have all been put to an enormous test this year and
have shown that we are absolutely up to the challenge.
Mark Peterson
NZX Chief Executive
NZX Annual Report 2020
19
Our Board
James Miller
Chair
James was appointed as a
director in August 2010,
and NZX Chair in May 2015.
He has spent 14 years
working in the share-
broking industry, with
Craigs Investment Partners,
ABN AMRO, Barclays de
Zoete Wedd and
ANZ Securities.
He is a qualified
chartered accountant and
is a Fellow of the New
Zealand Institute of
Chartered Accountants, a
Certified Securities Analyst
Professional, and a member
of the Institute of Directors
in New Zealand.
James is deputy chair
of the Accident
Compensation
Corporation, a director of
Mercury NZ, New Zealand
Refining Company and
Vista Group, and a former
director of Auckland
International Airport. He
was an inaugural director
of the Financial Markets
Authority, and previously a
member of the ABN AMRO
Securities, INFINZ and
Financial Reporting
Standards Boards.
Frank Aldridge
Director
Frank was appointed as a
director in May 2017.
Frank has an extensive
understanding of New
Zealand’s capital markets
having spent more than
20 years working for
Craigs Investments
Partners where he is now
Managing Director.
He is currently Chair of
Australian-based Wilsons
Advisory and Stockbroking,
former member and Chair
of New Zealand Securities
Association, and sits on
several of Craigs
Investment Partners’
subsidiary Boards.
Frank is an accredited
NZX Adviser, Authorised
Financial Adviser (AFA),
and a Chartered Member
of the Institute of Directors.
Nigel Babbage
Director
Nigel was appointed as a
director in December 2017.
Nigel has spent more than
35 years working in
financial and capital
markets locally and
globally, and brings to NZX
extensive clearing and
derivatives experience.
Nigel previously held
executive roles with British
Petroleum (now BP) and
Citibank, managing the
New York currency
derivatives desk, and
worked for BNP Paribas,
where he took on the joint
role of Global Head of
Currency Derivatives
Trading and Head of North
American Foreign
Exchange. He served on
the Foreign Exchange
Committee of the Federal
Reserve Bank of New York
for three years.
Nigel is currently CEO
of Christchurch-based
investment company
Mohua Investments
Limited.
Richard Bodman
Director
Richard was appointed as a
director in April 2017.
Richard has spent more
than 25 years working in
the financial services
sector, including 17 years at
Jarden (previously First NZ
Capital) where he held
several executive roles,
such as Managing Director
and Head of Compliance.
Prior to this Richard spent
seven years as an inspector
for the Securities & Futures
Authority in London.
Richard is an
independent director of
Forsyth Barr Custodians
Limited, Forsyth Barr
Cash Management
Nominees Limited and
Te Ahumairangi Investment
Management Limited, and
a member of the Institute
of Directors.
Richard has been a
director of First NZ Capital
and a NZX registered
Compliance Manager.
NZX Annual Report 2020
20
Lindsay Wright
Lead Independent Director
Lindsay was appointed as a
director in February 2018.
She has more than 30 years’
financial services and funds
management experience
locally and globally.
Lindsay is CEO of Funds
Management at Sun Hung
Kai & Co. She has held a
range of senior roles in the
funds management sector
both globally and regionally
(APAC) for Matthews Asia,
BNY Mellon Investment
Management, Invesco Hong
Kong, Harvest Funds and
Deutsche Asset
Management. Lindsay
started her career with
Bankers Trust, becoming
CFO/COO before moving to
Deutsche Asset
Management.
From a governance
perspective she has served
as Deputy Chair of the Board
and Chair of the Audit and
Risk Committee of the
Guardians of the NZ Super
Fund, and as a director of
Kiwibank. Lindsay has a
Bachelor of Commerce from
the University of Auckland
and is a Fellow of the Hong
Kong Institute of Directors.
Elaine Campbell
Director
Elaine was appointed as a
director in February 2019.
She has more than 20 years’
legal experience, primarily
focusing on financial and
capital markets, IT and
telecommunications law.
Elaine is currently Chief
Corporate Officer &
General Counsel of
NZX-listed Chorus. During
her time on the executive
team at NZX from 2002 to
2008, Elaine led the legal
workstream for the
demutualisation and listing
of NZX and was responsible
for the insourcing of
regulatory functions, along
with chairing Smartshares.
Elaine spent five years
at the Financial Markets
Authority as Director of
Compliance before joining
AMP as an executive
director and General
Counsel. She has
previously worked in
the UK and USA for
multinational Sun
Microsystems.
Jon Macdonald
Director
Jon was appointed as a
director in May 2013. He
has a strong background in
technology, and between
2008 and 2019 was CEO of
Trade Me – recognised as
one of New Zealand’s
best-loved brands. Over
that time, Trade Me’s
revenue trebled to
$250 million, with a
market capitalisation of
$2.5 billion.
In addition to NZX, Jon
is on the boards of Contact
Energy, Mitre 10, Sharesies,
Trade Me (through its
parent company) and My
Food Bag. Earlier in his
career, Jon worked in
London for HSBC
Investment Bank, and
for Deloitte Consulting
with a focus on
telecommunications and
financial services. He has a
Bachelor of Engineering
(Hons) from the University
of Canterbury, and is a
Chartered Member of the
NZ Institute of Directors.
John McMahon
Director
John was appointed
a director in June 2019.
He has spent more than
20 years in the Australasian
equity markets,
predominantly as an equity
analyst covering a range of
industries including
telecommunications,
media, gaming, transport,
industrials. He had held a
wide range of roles in the
financial sector including
Head of the Equities at ABN
AMRO and Managing
Director of ASB Securities.
John has also worked for
CS First Boston (now
Jarden), BZW and
Morgan Stanley.
Today John manages
his own investment
portfolio, is Chair of NZX
listed Solution Dynamics
and a director of Wellington
Drive Technologies.
John has a Bachelor of
Commerce (Honours), an
MBA and is a CFA
(Chartered Financial
Analyst) charterholder.
NZX Annual Report 2020
21
Our Leadership Team
Mark Peterson
Chief Executive
Mark joined NZX in May
2015 and became Chief
Executive in April 2017. He
has 30 years’ experience in
financial services covering
the capital markets, private
wealth, institutional and
retail banking, and
insurance. Mark previously
worked as the Managing
Principal of ANZ Securities,
and before that held senior
management roles with
First NZ Capital, ANZ and
The National Bank of NZ.
Graham Law
Chief Financial Officer
Graham joined NZX in
November 2017. He has
considerable experience
working across the financial
and professional service
sectors in New Zealand and
the United Kingdom.
Graham previously worked
as Head of Finance at ACC,
and prior to this was
Managing Director and
Chief Financial Officer at
AMP Capital Limited.
Graham brings expertise
in strategic leadership,
corporate governance,
and risk and financial
management.
Jeremy Anderson
Executive Director,
Data & Insights
Jeremy joined NZX in
March 2017. He has
significant experience
working in the
agribusiness, technology
and financial service
sectors across Australia
and New Zealand. Prior to
joining NZX, Jeremy led
and executed Vodafone
New Zealand’s agribusiness
strategy. His areas of
expertise include market
data, strategy
development, sales
management and
innovation.
Robert Douglas
Chief Information Officer
Robert joined NZX as the
Chief Information Officer in
February 2021. He has over
27 years’ experience in
financial services. Prior to
joining NZX, Robert was
the Chief Operating Officer
at Verifone NZ and has held
previous roles as Head of
ANZ Bank Institutional,
Corporate and Commercial
Operations, the Head of
Technology at First NZ
Capital and the Chief
Information Officer of
Markets Business
Technology for ANZ Bank
based in Australia.
Throughout his career he
has also managed several
large change programs.
Robert has expertise in
leading large teams in
real-time technology
environments and is
passionate about quality
and delivery.
NZX Annual Report 2020
22
Hamish MacDonald
Head of External Relations
& General Counsel
Hamish joined NZX in July
2013 and leads the legal,
policy, government
relations, communications
and marketing functions at
NZX. Before joining NZX,
Hamish held legal roles in
New Zealand, Australia
and the United Kingdom,
most recently with a
superannuation fund in
Melbourne. Hamish holds
an LLB and BCA
(accounting major)
from Victoria University
of Wellington.
Benjamin Phillips
Executive Director,
Secondary Markets
& Clearing
Benjamin Phillips is NZX’s
Executive Director for
Markets Development and
Clearing, a position he has
held since 2017. He leads
NZX’s secondary markets
(cash and derivatives) and
Energy businesses. Within
the secondary markets
responsibilities, Benjamin is
mandated to lead the
Exchange’s commercial,
operational and
development agenda
across the trade and
post-trade functions.
Benjamin joined NZX in
September 2014 as Head
of its clearing house,
New Zealand Clearing
and Depository
Corporation Limited.
Lara Robertson
Head of Human Resources
Lara joined NZX in April
2019. She brings extensive
experience in strategic and
operational human
resources management
across a wide range of
industries. Before joining
NZX, Lara held HR roles in
Contact Energy and
Creative New Zealand. For
ten years prior, she advised
NZ companies in executive
search and leadership
development with Korn/
Ferry International. Lara
holds a Master of
Commerce (Dist) and a
Bachelor of Commerce
(Hons) from the University
of Otago.
Sarah Minhinnick
Head of Issuer
Relationships
Sarah joined NZX in
February 2020. She has
deep experience in capital
markets – most recently as
a Director of Capital
Markets at Bank of New
Zealand, and began her
career as a lawyer with
Freshfields Bruckhaus
Deringer LLP New York and
Russell McVeagh. She has a
Bachelor of Commerce
(majoring in Economics),
and a Bachelor of Laws with
Honours, both from the
University of Auckland.
Sarah also holds a Master
of Laws (in Corporate Law
and Finance) from
New York University.
NZX Annual Report 2020
23
Our Leadership Team (cont.)
Lisa Turnbull
CEO – Wealth Technologies
Lisa joined NZX in
November 2016. She has
more than 25 years’
experience in financial
services covering
investments, insurance and
banking. Lisa previously
worked for the ASB Bank
and Sovereign Insurance
holding leadership roles
across finance,
investments, distribution
and operations. Lisa is a
Chartered Accountant.
Joost van Amelsfort
CEO – NZ RegCo
With the establishment and
structural separation of
NZX’s new regulatory
agency NZ RegCo on
10 December 2020, Joost,
formally Head of Market
Supervision became Chief
Executive of NZ RegCo.
Joost has 20 years’ legal
experience advising capital
markets Participants,
including roles with
Simpson Grierson and
Linklaters LLP, London and
Dubai. Joost’s particular
areas of expertise include
corporate governance,
equity and debt capital
markets, and mergers
and acquisitions.
Hugh Stevens
CEO – Smartshares
Hugh joined NZX in
February 2018 with
extensive fund
management industry
experience gained in New
Zealand and abroad. Hugh
is the former Head of
Private Equity and Real
Estate Fund Services for
BNP Paribas based in Paris,
France, and prior to that
was Head of BNP Paribas
Securities Services
New Zealand. Before BNP
Paribas, Hugh worked for
JP Morgan in London
where he held several
executive roles including
Vice President,
Applications Development
Director and Vice
President, Head of
Analytics. Hugh holds an
MBA from London Business
School, a Bachelor of
Engineering (Hons) from
the University of
Canterbury, and a Bachelor
of Science from Victoria
University of Wellington.
NZX Annual Report 2020
24
NZX Annual Report 2020
25
How we create value
BUSINESS ACTIVITIES
Financial markets
Infrastructure
Capital
Flow
Helping build
New Zealand’s
tomorrow
As New Zealand’s Exchange, we are proud of our record in
supporting the growth and global ambitions of local
companies for more than 150 years. We recognise that our
future success, and delivering on our strategic goals,
requires integrated thinking within our business and
alignment with the expectations of our key stakeholders.
Consistent with the guiding principles of Integrated
Reporting we have highlighted five pillars (Our Customers,
Strategic Partnerships, Sustainable Environment, People &
Capability, and Market Performance), which are of primary
importance to creating sustainable value for our
shareholders, across the capital markets ecosystem,
for Kiwis and New Zealand as a whole.
WHAT MATTERS MOST
Our Customers
Strategic partnerships
People & capability
Sustainable environment
Market performance
NZX Annual Report 2020
26
OUR PURPOSE By combining the needs
of our customers, with innovation and modern
technology we build enduring markets to deliver
capital pathways, investment opportunities and
economic success for New Zealand.
Product
Liquidity
Data &
Insights
THE VALUE WE CREATE
Capital to fuel growth
Resilient, vibrant markets
Empowered performance
Healthy planet
Economic prosperity
NZX Annual Report 2020
27
Our Customers
We supply a wide range of quality financial
services to our customers in New Zealand and
around the world – from operating capital
markets infrastructure to managing investors’
assets, and providing unique insights.
Capital raising
The events of 2020 reinforced the value of being listed on
New Zealand’s Exchange – enabling ready access to equity
capital to help companies weather the impacts of
COVID-19. To assist, NZX also moved swiftly, introducing
a lift in capital raising capacity under share purchase plans,
which supported retail participation in these offers,
along with measures to allow greater flexibility in the
types of offer structures and in the timeframes for
financial reporting.
This year there were also some clear learnings in how
we can ensure the highest possible level of reliability of our
services to customers, and investors in our markets.
Service commitment
The integrity and performance of our IT systems is vital to
all market Participants, and there is an ongoing need to
continually respond to rising demands and risks. The Risk
Report (on page 52) identifies the critical role of
information technology for NZX. This relates to the
interdependence on other Participants in the capital
markets ecosystem, and vulnerabilities that were
highlighted by the clearing and settlement incidents.
These occurred at the height of the market volatility,
created by the COVID global pandemic over March/April
2020, and the Distributed Denial of Service (DDoS)
cyberattacks that began in August 2020.
One of the fundamentals of the service commitment to
our Participants and their investing customers, is getting
the basics right – ensuring that our markets are open and
fully functioning during normal trading hours. As
referenced in the Chair’s report, it was disappointing that
in 2020 we did not live up to our expectations. While
unrelated, there have been learnings for NZX from both of
these issues and we have committed to delivering
improvements via an action plan to be agreed with the
FMA. We also see collaboration and planning across the
financial ecosystem as a crucial step in strengthening
NZX’s, and the market’s, ability to meet future threats.
Staying connected
In responding to the COVID-19 restrictions, which limited
direct customer contact for significant periods, we have
kept a clear focus on connecting with our customers –
particularly through our Issuer Relationships team. We
immediately recognised the opportunity to use video-
conferencing and webinars, which has proved extremely
successful for hosting retail investor events – where we
have increased reach and with a broader audience. This
TOTAL LISTED EQUITY, DEBT
& FUND SECURITIES
TOTAL VALUE TRADED
NZXWT INVESTOR PORTFOLIOS
INVESTORS IN SMARTSHARES
334
53.7b
28,185
79, 871
2019: 323
2019: $37.8b
2019: 24,937
Through Funds Under Administration
2019: 75,377
Direct and indirect investment in products
NZX Annual Report 2020
28
CASE STUDY
Supporting success
There is nothing we like more at NZX than supporting
and celebrating the success of Kiwi businesses – and
particularly when it is a company with truly inspiring
foundations, reflected in their ethos of providing a true
Kiwi touch to aged care.
Radius Care (NZX: RAD) has grown through the vision
of Chairman, Brien Cree, and his personal experience
caring for his mother – shaping a business that, in his own
words, aims to always “put residents and families first”,
delivering services to Kiwis in rest homes, through to
specialised dementia, respite and palliative care.
Driven by the needs of New Zealand’s aging
population and a focus on ‘Caring is our Calling’, Radius
Care’s decision to list on the NZX – under the new simpler
direct listing process – will allow the company access to
capital for growth.
Described as a “truly exciting and proud day for
Radius Care”, the listing celebration with NZX was a
opportunity to reflect on the company’s achievements
to date, and the promise for the future as Brien and
his team are able to extend their special touch to make
a difference working with more families and their
loved ones.
has also been case with our digital newsletters to issuers,
prospective customers and retail investors all enjoying
strong engagement. Along with the support for current
listed companies, we achieved strong momentum in the
second half of the year with five new companies joining
the NZX and other listings taking the total of listed
securities to 334, up 3.4% in 2020.
NZX Wealth Technologies continued to win new
customers, growing Funds Under Administration to
$7.19 billion at year-end. Smartshares also recorded
further strong gains in Funds under Management and
has also made progress on key strategic milestones. This
includes launching institutional investment management
including an S&P/NZX50 segregated mandate.
Institutional investors are starting to move into passive
through Smartshares ETFs and unlisted investment
products – mirroring a global trend. Smartshares has also
opened accounts for leading NZ wholesale and advisor
platforms – giving financial advisors access to
Smartshares unlisted passive funds for the first time. We
were also the first in Asia-Pacific to launch the Bloomberg
BSKT basket creation and redemption functionality,
which automates the interaction between brokers,
Smartshares and custodian for creating and redeeming
ETF units. The uncertainty around the pandemic, and
market volatility, was reflected in a SuperLife key
customer satisfaction measure, with Net Promoter Score
falling from +34 in 2019 to +19. Customer insights are
driving plans to expand the offering of ethical funds,
together with enhancement to financial advice and
digital tools.
NZX Annual Report 2020
29
Strategic
Partnerships
NZX actively focuses on building strategic
partnerships and affiliations in New Zealand
and around the world to drive our own business
growth and support key global initiatives,
recognising the value of what can be achieved
by working together.
Boosting capital flows
We are continuing to work with BNP Paribas Securities
Services (BNP Paribas) on a new initiative focused on
boosting offshore capital flows into NZX to further develop
the New Zealand capital market. BNP Paribas has been
working towards becoming a General Clearing Participant
– expected to be completed within the first half of 2021,
fulfilling one of the Exchange’s key strategic goals of
ensuring the long-term health of New Zealand’s capital
markets. We see this as a hugely positive signal about the
untapped potential in our markets, with a high-quality
clearer and custodian, with an unparalleled regional clearing
footprint and global credentials, committing its innovation
and expertise to New Zealand.
Stronger together
NZX has announced the formation of a potential global
partnership with Singapore Exchange (SGX) to grow NZX’s
dairy derivatives market together. Under the current
non-binding agreement signed between both exchanges
we are exploring the listing of NZX’s suite of dairy
derivatives contracts on SGX’s trading and clearing
platforms. This would see NZX bring our dairy product
development expertise and client relationships, while
leveraging SGX’s global market connectivity, strong Asian
presence and international distribution, to scale growth and
liquidity in the trading of dairy derivatives. The partnership
builds on the Memorandum of Understanding signed
between the two exchanges in 2018, to expand co-
operation in the Asia-Pacific region and promote market
development initiatives across multiple product sectors.
Our joint bid with the European Energy Exchange (EEX)
was selected in October 2020 to develop and operate the
managed auction service for the New Zealand Emissions
Trading Scheme (NZ ETS) – one of the Government’s main
tools for meeting domestic and international climate policy
targets. This success showcases the value of bringing
together the deep experience and capabilities of NZX and
EEX to implement and operate a solution tailored to meet the
needs of New Zealand and NZ ETS Participants – and aligned
with the design of other emissions markets globally. NZX and
EEX announced our Co-operation Agreement in December
2019, and we see new opportunities opening up as the
New Zealand market matures.
Market development
Our partnership with Syndex will support long-term success
of local companies, providing joint education to help
NZX Annual Report 2020
30
Nurturing Kiwi companies
companies develop shareholder management and
reporting practices, mature governance – and establish
appropriate organisational structures – while providing
access to capital. This will help to grow a pipeline of
companies with the confidence and readiness to
springboard into public markets over time. The listing of
New Zealand Rural Land Company (NZX: NZL) shows this
partnership in action, enabling the company to raise
initial capital via wholesale investors in private markets
before moving to NZX.
We have also recently contracted independent
investment research network, SmartKarma, to offer
coverage to companies as they list and strengthened our
relationship with CMC Markets, providing more trading
opportunities and liquidity for our listed companies.
NZX has a range of other global affiliations, including
with the World Federation of Exchanges, and we were
proud to be the first Stock Exchange in the world to ring
the bell for Financial Literacy in 2020.
Supplier relationships critical
A well-functioning market cannot operate without the
contribution of a range of service providers to NZX.
We see these relationships as important strategic
partnerships and invest time and resources to ensure
these operate effectively. Key supplier relationships for
NZX which contribute to the operation of NZX’s market
infrastructure include Nasdaq, Tata Consultancy
Services, Spark, RedShield, Akamai, Datacom and
Eagle Technologies.
CASE STUDY
NZX Annual Report 2020
31
In July 2020 we announced our partnership with private
capital market specialists, Syndex to support the growth
and long-term success of New Zealand companies –
enabling access to capital throughout their business
life cycles.
Founded by Mike Jenkins and Ross Verry, Syndex is
focused on solving the issues that limit the private market
from its true potential, eliminating the challenges and
risks that private investors face.
Working together, we see the opportunity to do more
to power-up the New Zealand economy by building-out
the pool of mid-stage companies – connecting them with
the financial backing they need, as well as the tools to
provide efficiencies and management of shareholders.
The Syndex and NZX partnership will also provide a
springboard into the public markets, with planned
services including a registry that will enable businesses
to list directly on the NZX without changing out service
partners. Quantitative frameworks and insights will allow
investors to understand the track record of these private
companies – from their first private capital raise, through
to public listing when the time is right.
People & Capability
NZX has built a positive and dynamic culture,
where our people have clear direction and
purpose, open communication and diverse
opinions are encouraged, and delivering
for customers is celebrated. Our culture is
instrumental in driving performance and
delivery of our strategic goals.
In 2020 our people showed enormous
commitment, resilience and flexibility to deliver
against strategic priorities and find new ways
to support customers and investors through
the COVID-19 pandemic, extraordinary trading
volumes and severe, persistent cyber-attacks.
Transforming our culture
The fantastic commitment displayed by our workforce
during 2020 is a testament to the highly engaged workforce
and positive culture NZX has built in recent years. For the
eighth successive survey since 2016, employee engagement
increased, and the company’s goal of 4.25 was met in May
and again in October. This was an essential ingredient in
maintaining high productivity throughout the year. Retaining
highly-skilled people has been a focus of management
attention and the positive impact of this effort was realised in
2020. Employee turnover dropped significantly, to 9.35% for
2020 (compared with 24.70% in 2019).
Customer focus
Enhancing our sales capability is a key ingredient for
sustained growth. As we continue to grow a truly
customer-oriented culture, we are delivering a two-year
programme to embed consistent, repeatable sales
processes across NZX. Customer focus is also reflected
in recruitment where we are building capability in key
operational areas, while also streamlining operational
processes. New roles were added in Market Technology
and Energy IT to enhance capacity, along with nine new
roles in NZX Wealth Technologies to support growth.
Compelling employee experience
The success of our efforts to provide a compelling
employee experience is seen in both engagement and
retention this year. NZX provides a comprehensive suite
of employee benefits to support wellbeing, flexibility,
professional growth, and financial wellbeing. Ongoing
professional development ensures we keep evolving
capability to meet changing business requirements and
employees’ career aspirations. During 2020 we supported
employees to complete external qualifications in financial
analysis (CFA) and financial services (NZCFS), as well as
professional credentials in accountancy and law. We
deliver an ongoing programme of learning to build
employees’ knowledge of our business and our industry.
SKILLS FOR THE FUTURE
1, 255
HEALTH & SAFETY (TRIR)
0.89
EMPLOYEE ENGAGEMENT (GALLUP SCORE)
2 019: 4 .15
2019: 1.54 TRIR
2019: $991
4.28
NZX Annual Report 2020
32
CASE STUDY
Growing on the job
At NZX we’re always looking for opportunities to nurture
talent, ignite the passion of our people and help build
the capability we need for the future.
There’s no better example than our 2020 Supreme
Chair Award winner, Emma Dent, who not only took out
the year’s top honour but has continued to grow her
career with a recent promotion to the role of Associate
Operations Manager in our Markets Development and
Clearing team.
Joining NZX in 2015 with a Masters in Ecology and
Biodiversity, the prospect of joining NZX’s Graduate
Programme with no previous financial markets
experience was, as Emma describes: “one of my biggest
life decisions at the time – and the best thing to happen
in my career”.
For someone who thrives on professional challenges,
Emma knew she needed to find a path that suited her
naturally energetic outlook.
From the first week with NZX as a Forestry Analyst
she was involved in “work that matters”. Six years later,
still constantly learning, Emma applies her skills at the
heart of New Zealand’s capital markets, and loves
nothing more than solving problems for our customers.
An award is just the icing on the cake!
Flexible working
Our workforce quickly switched to operate remotely
when New Zealand went into lockdown in March 2020,
armed with the right technology and tools. Business
continuity plans were current and well-rehearsed.
Flexible working was already a common business
practice, with 74% of our people accessing flexibility
in some way before the March lockdown, and this
seamlessly increased to 97% of our workforce working
remotely while providing essential services for
New Zealand.
Pandemic protocols
Actively managing the pandemic risks took centre stage
for health and safety in 2020. Clear health and safety
protocols and enhanced communications enabled us to
continue operating safely throughout each alert level.
This is reflected in NZX’s Total Recordable Injury Rate
(TRIR) of 0.89 for 2020 (number of recordable incidents
per 200,000 hours worked), and low absence for illness.
The strength of our health and safety management was
also reflected in employees’ feedback that NZX cares
about them, and provided clear and frequent guidance
about how to keep operating safely.
Supporting mental health of our employees was
more relevant than ever through the uncertainty of the
pandemic. We offered workshops for employees and
their families on building resilience in uncertain times,
and other mental health topics. Morale-boosting
initiatives helped our teams stay connected with each
other through the lockdowns. EAP Services were
available to all employees and their families to
access confidential advice and support for work or
personal issues.
NZX Annual Report 2020
33
The nature of NZX’s business means our use
of resources and emissions is relatively small,
however we have a key role in supporting the
growth of sustainable finance that is necessary
to address climate change and deliver a
step-change in environmental outcomes for
New Zealand.
Sustainable finance growth
NZX has continue to support the work undertaken by the
Aotearoa Circle’s Sustainable Finance Forum, along with
promoting the further development of the issuance of
green and sustainability-related securities.
With an increasing domestic policy agenda, and action
internationally on climate change, it has been encouraging
to see a further increase in the issuance of sustainability-
related financial products, such as wellbeing bonds, green
Exchange Traded Funds (ETFs) and green bonds –
responding to the growing global trend towards
sustainable investment and demand from investors who
are more conscious of where they put their money.
NZX has recorded strong growth in issuance over the
past five years – with nearly $1 billion of green bonds listed
in 2020 by issuers such as Mercury NZ supporting
New Zealand’s transition to a low emissions future,
Auckland Council’s Green Bonds driving the electrification
of transport and cycleway projects, and Argosy whose
environmental strategy reflects an ambition to create
vibrant sustainable workplaces for their tenants. Precinct
Property is another example of a listed company taking an
innovative approach to its commitment, by transferring
existing retail bonds through the company’s Sustainable
Debt Programme. This issuance will increasingly be
complemented by other sustainable and ethical
investment opportunities, such as the $500 million from
Housing New Zealand (Kāinga Ora) supporting the
development of sustainable, inclusive and thriving
communities that provide people with good quality,
affordable housing choices that meet diverse needs.
This is reflected in the 2020 Environmental, Social and
Governance report produced by our Data & Insights team,
which showed an increasing proportion of New Zealand
companies are moving to disclose and discuss their
approach to sustainability and consistently report on how
they are addressing ESG risks and opportunities.
Greenhouse Gas (GHG) emissions
With the COVID-19 restrictions, particularly on
international travel, NZX recorded a 64% drop in our
Greenhouse Gas emissions (C0
2
-e calculated using
Ministry for the Environment 2020 Emissions Factors).
Emissions related to long-haul flights dropped from more
than 207 tonnes in 2019 to 32 tonnes in 2020, along with
substantial reductions in short-haul international and
domestic travel. As we consider our approach to the
Sustainable Environment
SUSTAINABILITY ISSUANCE
2019: $1.56b
2.40b
NZX EMISSIONS
2019: 481.6 Tonnes CO
2
-e
171. 6
Tonnes
CO
2
-e
NZX Annual Report 2020
34
Mercury NZ (NZX: MCY) is helping build a brighter future
with the vision of ‘Energy Freedom’, and we welcomed
the listing of the company’s first Green Bond in 2020.
With a clear focus on investment in renewable
electricity and supporting New Zealand’s transition to a
low emissions future, it’s fantastic to see Mercury join a
growing community of Issuers offering sustainable and
ethical investment opportunities to Kiwis. The launch of
Mercury’s first Green Bond is another significant
milestone for the company, which operates 100%
renewable electricity hydro, geothermal and now wind
generation – with some of the proceeds earmarked for
the construction of the Turitea wind farm near
Palmerston North.
Listed in 2013, Mercury has been a leading voice in
the electrification of transport – promoting the
compelling opportunity in New Zealand’s renewable
electricity to decarbonise the domestic economy and
address climate change. This green bond, to refinance
existing debt and to fund future renewables projects,
reflects a core focus on kaitiakitanga, and the
guardianship of natural resources.
CASE STUDY
Powering renewable energy
pending Taskforce on Climate-related Financial
Disclosures (TCFD) framework and carry out a full
assessment of climate-related risks and opportunities,
2020 has demonstrated the potential to reduce our
environmental impact and deliver complementary
benefits. Our Board who are located across three
countries hosted a virtual Annual Meeting for the first
time last year, as well as holding our annual Global Dairy
Seminar online – an event traditionally located in
Singapore. In both cases this allowed for greater
participation without the requirement for travel for
presenters or attendees, and with our Dairy Seminar
there was a three-fold increase in attendance.
Wellbeing and sustainability benefits
We have also successfully embedded flexible working
arrangements across the business, with nearly all of our
employees now having accessed this opportunity to
date. From the enforced lock-down requirement due to
COVID-19, we are now seeing not only the well-being
benefits for our team but also productivity gains in
some areas, along with the sustainability benefits from
reduced personal commuting – and feedback that this is
attractive as part of our employee value proposition
and could translate into greater diversity in our
workforce over time. This has also helped with
designing our new Auckland office building in the
second half of 2021, which will offer a more modern and
purpose-built workspace with sustainability elements
including an additional end-of-trip facility to encourage
and support cycling and e-mobility.
NZX 2020 Greenhouse Gas inventory
ScopeEmissions sources
CO
2
-e
2020
Tonnes
2019
Tonnes
Scope 1Rental Cars 1.2 3.6
Scope 2Electricity purchased47.5 48.0
Scope 3Air Travel
—Domestic75.6167.5
—Short haul
international
4.8 35.3
—Long haul
international
31.8206.5
Accommodation 5.4 15.3
Transmission and
distribution losses
for purchased
electricity
4.0 4 .1
Paper disposal 1.3 1.3
Tot al171. 6481.6
CO
2
-equivalent emissions calculated using Ministry for the Environment 2020
Emissions Factors. Air travel emissions are calculated with radiative forcing.
NZX Annual Report 2020
35
Market Performance
At the core of the capital markets ecosystem,
we offer businesses access to capital in order
to prosper and future-proof the country’s
economy. That creates jobs and opportunities,
alongside facilitating growth in personal wealth
through investment and savings.
The past year, and the impacts of the COVID-19
pandemic, has demonstrated the importance of the listed
market for New Zealand – not only in supporting Kiwi
businesses but also in providing investment opportunities
into New Zealand for all investors.
These two proven benefits have reinforced the
significant opportunity to develop our listed market to
support New Zealand’s longer-term growth and success.
This is where we need to turn our attention, to create
further resilience and sustainable value for our country.
Market development
In terms of broader market development initiatives, we
are focused on progressing the recommendations of the
Capital Markets 2029 report (see page 39). Given the value
of listing which has been highlighted in the current
environment, our focus is on promoting the market to other
companies who may need to access capital or to owners
who may want to release capital for other purposes.
A strong pipeline of potential listings is building across
equity, debt and funds as companies recognise the
benefits of having access to capital and look to attract the
large pool of investible cash that is available. We expect
direct listings – where companies seek a listing without
raising capital immediately – to be a pathway of choice for
accessing the listed market.
A direct listing allows a company to access a liquid
secondary market immediately to trade its shares, and
allows access to capital after an initial stand-down period.
NZX has been consulting on potential changes which
would clarify the regulatory treatment of these listings to
support this pathway to market – recognising the different
risk profile from an IPO (Initial Public Offering). We are
encouraged by the opportunity to promote this pathway to
market because it allows a broader range of entities to
promote a company for listing. The absence of an initial
capital raising also reduces the costs of a direct listing.
Non-Government funding
The listed market also offers an avenue to support the
New Zealand Government’s balance sheet, to take the
strain off taxpayers by directing available pools of non-
Government funding to areas that need additional capital.
The Napier Port listing last year is an excellent blueprint for
what is possible in this space – with a local New Zealand
listing allowing the company to raise $234 million of equity
capital, which is assisting the funding of a new wharf
development that will flow through to the regional
COMMUNITY INVESTMENT
2019: $434,000
226,000
NET ECONOMIC CONTRIBUTION
2019: $141m
159 m
TOTAL MARKET CAPITALISATION
2019: 67%
77%
of
GDP
NZX Annual Report 2020
36
CASE STUDY
Building our community
At the heart of a healthy financial market is capable,
confident and well-informed investors – and a growing
opportunity for NZX to engage with and strengthen
our community.
Alongside our focus on connecting retail investors
with listed issuers – helping grow awareness and
understanding of our listed companies – one of our key
areas of focus is education through our support of share
clubs, such as at Otago University and the AUT with NZX
virtual trading competitions.
The AUT Investor Club competition has been
extremely popular – allowing students to learn DIY
investing in a real-world trading environment, with the
financial risk taken out. This year’s winner, business
student Brent Gentil, achieved a healthy 36% return,
and more importantly, gained exposure to share
investing while also confirming his plans to pursue a
career in finance.
With record numbers of retail investors Participating
in our capital markets in 2020, we’re pleased to be able
to support and complement a range of initiatives,
alongside Government agencies, market participants,
and community organisations, to lift investor knowledge
and equip Kiwis to make informed investment decisions.
economy. This was achieved while allowing its owner
Hawkes Bay Regional Council to retain a 55% majority
interest in the company, while prioritising the interests of
local iwi, ratepayers and Port staff by inclusion in a
priority offer.
COVID-19 has both tested our listed market and
revealed the compelling value that can be delivered when
we connect our businesses in need with private sector
capital, and open up new investment opportunities for all
Kiwis into New Zealand.
Separate regulatory model (NZ RegCo)
A new regulatory model for NZX’s listed markets (NZ
RegCo) was established in December, completing the
structural separation of the Exchange’s commercial and
regulatory roles. This now stand-alone, independently-
governed agency is performing all of NZX’s frontline
regulatory functions, with the NZ RegCo Board providing
enhanced strategic and real-time support. The
independent Board also acts as a point of escalation for
key “bright line” regulatory decisions. The NZ RegCo
model, shaped from a full review of NZX’s regulatory
operating model completed in 2019, was prompted by
the increasing complexity of governance arrangements.
NZ RegCo represents an important milestone in the
continuing evolution of New Zealand’s capital markets
and is aligned with global best practice – in terms of the
structure, governance and the operating model.
NZX Annual Report 2020
37
Capital Markets 2029
A vision & growth agenda to grow
New Zealand’s capital markets
N
Z
X
N
Z
X
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e
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Impact
Owner Recommendation
Raise awareness
of benefits
and reasons to
list including
promotion of
success and growth
stories
Update NZX
website to provide
better user
experiences for
issuer and market
participants
Continue to
encourage and
support innovation
in public capital
markets
Encourage formal
debrief between
key stakeholders
following any
significant listing/
raising
Promote fund
platform for more
listed products
Use broker
syndicates and
public pools
H
i
g
h
e
r
N
Z
X
Greater
promotion and
education of
the alternative
pathways to the
listed market
The Growing New Zealand’s Capital Markets 2029 report
was released in September 2019. The report identified
areas for all stakeholders to address to grow the capital
markets to support New Zealand, reflecting the views of
market experts and industry leaders.
The focus for NZX is to progress the recommendations
for which NZX has exclusive responsibility, in particular the
promotion and education of the alternative pathways to
access the listed market. NZX is also committed to
engaging on public policy initiatives and acting
alongside other stakeholders in relation to the other
recommendations in the report that relate to the broader
settings for New Zealand’s capital markets.
The report highlights a significant opportunity for NZX to
develop the listed market in New Zealand by targeting the
estimated 1,200 private companies with annual revenues
greater than $30 million, to highlight the options and
benefits of listing.
COVID-19 has reinforced the value of the listed market
which has enabled efficient access to capital and strong
secondary market liquidity for investors. This has provided
a strong platform from which to promote the listed market
as a support mechanism for New Zealand companies.
NZX Annual Report 2020
38
NZX’s progress so far against
recommendations within the report
GREATER PROMOTION AND EDUCATION
OF THE ALTERNATIVE PATHWAYS TO THE
LISTED MARKET
—Amendment to the Listing Rules to
enable prospective financial
information for Direct Listings to be
included on a voluntary basis –
making it significantly cheaper and
simpler to list via this pathway while
ensuring an appropriate level of
disclosure is provided to investors
—Running targeted educational
campaigns to promote updated
Direct Listing regime
—Introduced a framework that allows
NZX to prescribe disclosure
document templates for Foreign
Exempt listings
—Showcasing Foreign Exempt and
Direct Listings via social media and
other forums – for example, Radius
and Auckland Real Estate
RAISE AWARENESS OF BENEFITS AND
REASONS TO LIST INCLUDING PROMOTION
OF SUCCESS AND GROWTH STORIES
—Updated pitch pack introduced
highlighting the benefits, reasons and
options for listing
—Increased activity via sponsorships and
industry events
—Introduced a marketing package for all
new listings
—Stronger social media presence
—Retail Investor Forums to connect issuers
with investors
ENCOURAGE FORMAL DEBRIEF FOLLOWING
ANY SIGNIFICANT LISTING OR RAISING
—Intend to coordinate with market
participants to arrange on upcoming
significant listings
PROMOTE FUND PLATFORM FOR MORE
LISTED PRODUCTS
—Fund pitch pack under development
—Webinars to educate and support
existing and prospect fund issuers
—Increased promotion of recent fund
listings including Smartshares
and Booster
UPDATE NZX WEBSITE TO PROVIDE
BETTER USER EXPERIENCES FOR ISSUER
AND MARKET PARTICIPANTS
—NZX weekly diary now available in a
video format
—Project is underway to update nzx.com
NZX Annual Report 2020
39
40
NZX Annual Report 2020
Corporate
Governance
NZX Annual Report 2020
41
Corporate governance
NZX’s shares are quoted on the NZX Main Board. NZX also
has a subordinated note quoted on the NZX Debt Market.
In this part of the annual report, we disclose the extent to
which we have followed the recommendations set out in
the NZX Corporate Governance Code 2020 (NZX Code).
The information in this section is current as at
31 December 2020 and has been approved by the
board of directors of NZX.
NZX’s board is committed to maintaining the highest
standards of governance by implementing a framework of
structures, practices and processes that it considers reflect
best practice. NZX’s corporate governance policies and
procedures, and its board and committee charters,
document the framework and have been approved by
the board.
The framework has been guided by the
recommendations set out in the NZX Code and the
requirements set out in the listing rules. The board’s view is
that NZX’s corporate governance framework has followed
these recommendations and requirements in the year to
31 December 2020 (reporting period), except for
recommendation 8.5 of the NZX Code as explained below.
The corporate governance framework is regularly
reviewed by the board against the corporate governance
standards set by NZX, any regulatory changes, and
developments in corporate governance practices.
The key corporate governance documents referred to
in this section are available from NZX’s investor centre.
NZX introduced a significant change to its governance
framework during the reporting period with the
restructure of NZX’s regulation function. Following a
transition period, NZ RegCo was formally established on
10 December 2020 as an independently-governed agency
to perform all of NZX’s frontline regulatory functions.
NZ RegCo is governed by an independent establishment
board chaired by Trevor Janes, with board members Elaine
Campbell, Mike Heron QC, John Hawkins and Annabel
Cotton. Further information on NZ RegCo and its activities
can be found here: https://www.nzx.com/regulation/
nzregco/about-nzregco.
NZX Code
Principle 1 – code of ethical behaviour
Directors should set high standards of
ethical behaviour, model this behaviour
and hold management accountable
for these standards being followed
throughout the organisation.
Code of Conduct
NZX’s Code of Conduct sets out the standards of conduct
expected of directors (including members of committees)
and employees (including secondees, contractors and
consultants). The purpose of the code is to underpin and
support the values that govern our individual and
collective behaviour.
Training on the code is included as part of the
induction process for new directors and employees.
The code requires directors and employees to
promptly report material breaches of the code and sets
out the procedure for doing so.
The code is reviewed at least every two years and was
last reviewed in November 2019.
Financial Products Trading Policy
NZX’s Financial Products Trading Policy sets out NZX’s
restrictions on its directors and employees buying or
selling financial products. In particular:
—directors and employees may not buy or sell NZX’s
shares in the “blackout” periods set out in the policy
(these periods occur prior to the release of NZX’s
financial results to the market); and
—outside of a blackout period, directors and employees
must obtain consent to buy or sell NZX’s shares.
Because NZX is a licensed market operator, NZX’s senior
managers and employees with access to market sensitive
information must obtain consent to buy or sell financial
products quoted on a market operated by NZX.
Training on the policy is included as part of the
induction process for new directors and employees.
The policy is reviewed at least annually and was last
reviewed in December 2020.
NZX Annual Report 2020
42
Board Composition
Board StructureNumber of
Directors
Gender
Diversity
Average Director
Tenure
Average Director
Age
Diversity Characteristics
Single tier86 men,
2 women
3 years, 9 months5 4 .1Education qualifications,
professional experience, personal
achievements, geography,
gender, age
Principle 2 – board composition and
performance
To ensure an effective board, there should
be a balance of independence, skills,
knowledge, experience and perspectives.
Board charter
NZX’s board operates under a written charter, which sets
out the responsibilities and framework for the operation of
the board.
The charter is reviewed at least every two years and
was last reviewed in December 2020.
Management of NZX on a day-to-day basis is
undertaken by the Chief Executive Officer and senior
managers through a set of delegated authorities that
clearly define the Chief Executive Officer’s and senior
managers’ responsibilities and those retained by the
board. The delegated authorities are set out in NZX’s
Delegated Authority Policy. The policy is reviewed at
least annually and was last reviewed in December 2020.
The board meets its responsibilities by receiving
reports and plans from management and through its
annual work programme. The board uses committees to
address issues that require detailed consideration.
Committee-work is undertaken by directors. However, the
board retains ultimate responsibility for the functions of its
committees and determines their responsibilities.
Nomination and appointment of directors
NZX has a Nomination Committee, which is responsible for
reviewing candidates for appointment and re-election to
the board and committees, and making recommendations
to the board. An independent recruitment consultant may
provide assistance in preparing a list of candidates for the
committee’s consideration. The committee meets with
preferred candidates before making a recommendation to
the board. Checks are done on candidates in accordance
with NZX’s Fit and Proper Policy. Key information about
candidates is provided to shareholders in the notice of
annual meeting.
At each annual meeting, current directors retire by
rotation at least every three years as required by the NZX
Listing Rules and are eligible for re-election. Any directors
appointed since the previous annual meeting must also
retire and are eligible for re-election.
NZX uses a skills matrix when selecting candidates for
appointment and re-election to the board. The skills matrix
outlines the ideal mix of skills, experience and diversity
needed to ensure the board is equipped to provide the
high standard of corporate governance required to lead
NZX. If the board determines that new or additional skills
are required, training is completed or a formal recruitment
process is undertaken.
The matrix assesses directors against the
following criteria:
—strategy and performance – expertise in respect of
stock exchanges, data information, media, technology
and business operations;
—quality committee leadership – skills to serve on NZX’s
committees; and
—connectivity to stakeholder groups – connectivity to
stakeholder groups such as regulators or government,
the Electricity Authority, listed issuers, brokers or
institutional and retail investors.
Based on these criteria, the board considers that its
members currently have the balance of independence,
skills, knowledge, experience and perspectives necessary
to lead NZX.
Written agreement
NZX provides a letter of appointment to each newly
appointed director setting out the terms of their
appointment. The letter includes information regarding
expected time commitments, the board’s responsibilities,
remuneration, independence requirements, disclosure
requirements, confidentiality obligations, indemnity and
insurance provisions, intellectual property rights and
cessation of appointment.
Director information
The board currently comprises eight directors with
diverse backgrounds, skills, knowledge, experience
and perspectives. All directors are non-executive
and independent.
Information in respect of directors’ ownership interests
is available on page 106. NZX’s directors are not formally
required to own NZX shares, but are encouraged to do so.
NZX Annual Report 2020
43
Lead independent director
Lindsay Wright is NZX’s lead independent director in
the event that James Miller is conflicted on any matters
that arise.
Further information about NZX’s directors is available
on pages 20 and 21.
Diversity
NZX’s Diversity and Inclusion Policy sets out how NZX
will set measurable objectives for achieving diversity and
inclusion, and how it will assess its progress towards
achieving these objectives.
The policy is reviewed at least annually and was last
reviewed in December 2020. Further details on NZX’s
diversity and inclusion are outlined on pages 10 and 11.
DIRECTOR TRAINING
Directors are expected to understand NZX’s operations
and undertake training and education to enable them to
effectively perform their duties. This can include:
—attending management presentations in respect of
NZX’s operations;
—attending presentations on changes in governance,
legal and regulatory frameworks;
—attending technical and professional development
courses;
—attending presentations from industry experts and key
advisers;
—attending the World Federation of Exchanges (WFE)
conferences of which NZX is a member; and
—receiving regular educational materials.
NZX continues to support the Institute of Directors’ Future
Director Programme, with Hayley Buckley appointed as
NZX’s Future Director for 2020 until 30 June 2021.
ASSESSMENT OF BOARD PERFORMANCE
A detailed board evaluation was conducted in 2020 to
review the performance of the board and committees
across key areas, including strategy, risk management,
board processes and monitoring organisational
performance. This process was run by external and
independent governance experts. The key findings of the
process, including questionnaire responses, were
reviewed by the board.
The review found that NZX’s board and management
are aligned strategically, including with respect to growth
businesses. The review also found that progress had been
made since the 2018 review in a number of governance
areas including board committees, stakeholder
engagement and risk management. In addition, a number
of opportunities were also identified for the board to
continue to develop and enhance performance.
SEPARATION OF THE CHAIRPERSON AND
CHIEF EXECUTIVE OFFICER
NZX’s board chair is a different person to NZX’s Chief
Executive Officer.
Principle 3 – committees
The board should use committees
where this will enhance its effectiveness
in key areas, while still retaining board
responsibility.
COMMITTEES AND MEMBERS
The board uses committees where specialist skills and
experience are required. As at 31 December 2020, five
standing committees have been established to assist the
board on matters falling within their areas of responsibility.
Each committee has authority to undertake any activity set
out in its charter or as authorised by a separate resolution
of the board. During the reporting period two committees
(the Regulatory Governance Committee and Conflicts
Committee) were disestablished as part of the restructure
of NZX’s regulation function.
The board and five committees and the members of
each as at 31 December 2020 are set below.
Board and committees (as at 31 December 2020)
Board of Directors
—James Miller (Chair)
—Frank Aldridge
—Nigel Babbage
—Richard Bodman
—Elaine Campbell
—Jonathan Macdonald
—John McMahon
—Lindsay Wright
NZX Annual Report 2020
44
Committees
Core Committees
Audit and Risk
Committee
Human Resources and
Remuneration
Committee
Nomination CommitteeClearing CommitteeTechnology Committee
Lindsay Wright (Chair)
Richard Bodman
Jon Macdonald
John McMahon
Frank Aldridge (Chair)
Jon Macdonald
James Miller
Elaine Campbell
James Miller (Chair)
Frank Aldridge
Lindsay Wright
Nigel Babbage (Chair)
Richard Bodman
Elaine Campbell
John McMahon
John McMahon (Chair)
Richard Bodman
Jon Macdonald
Director meeting attendance
Core CommitteesRegulatory Committees
Director Board
Audit
and Risk
Committee
Human
Resources and
Remuneration
Committee
Nomination
Committee
Technology
Committee
Clearing
Committee
Regulatory
Governance
Committee
Conflicts
Committee
Frank Aldridge7/8–4/41/1––––
Nigel Babbage8/8––––4/43/33/3
Richard Bodman8/87/7––17/194/4–2/2
Elaine Campbell8/8–1/1––4/43/33/3
Jon Macdonald8/87/74/4–18/19–––
John McMahon8/87/72/2–19/194/4––
James Miller8/87/74/41/1––––
Lindsay Wright8/87/7–1/1––––
1. The Technology Committee was established on 21 April 2020. In addition to the separate committee meetings, the members also attended a number of additional
Joint Steering Committees (JSC) with management. There were 41 JSC meetings during the period – John McMahon attended 39, Richard Bodman 34 and Jon
Macdonald 32.
2. As part of the restructure of NZX’s regulatory function, the NZ RegCo establishment board (Trevor Janes (Chair), Elaine Campbell, Mike Heron QC, John Hawkins
and Annabel Cotton) was formed on 10 December 2020 and replaced the Regulatory Governance Committee and Conflicts Committee. David Flacks, Nigel
Babbage and Elaine Campbell were previously members of the Regulatory Governance Committee. Jayshree Das, Nigel Babbage, Elaine Campbell and Richard
Bodman were previously members of the Conflicts Committee. As part of transition arrangements, members of the NZ RegCo Establishment Board were appointed
to the Regulatory Governance Committee and Conflicts Committee for the period August 2020 – 10 December 2020. Elaine Campbell also attended 3/3 NZ RegCo
board meetings.
3. Elaine Campbell joined the Human Resources and Remuneration Committee on 17 September 2020. John McMahon retired from the Human Resources and
Remuneration Committee on 17 September 2020.
4. In addition to the scheduled full day board meetings, the board held 10 additional meetings via VC during the year in response to COVID-19, technology issues and
consideration of strategic initiatives.
5. The Clearing Committee held weekly meetings during March and April 2020 to monitor the impact of market volatility arising from COVID-19.
6. In addition to committee attendance, NZX directors may also sit on subsidiary boards. Lindsay Wright is director and chair of Smartshares Limited and attended
12/12 board meetings. John McMahon and Richard Bodman are directors of NZX Wealth Technologies Limited (Mr Bodman as chair) and attended 12/12
board meetings.
External committee member meeting attendance
Committee
memberBoard
Audit and Risk
Committee
Human
Resources and
Remuneration
Committee
Nomination
Committee
Clearing
Committee
Regulatory
Governance
Committee
Conflicts
Committee
Jayshree Das––––––2/2
David Flacks–––––2/2–
NZX Annual Report 2020
45
Audit and Risk Committee
NZX’s Audit and Risk Committee assists the board to fulfil
its responsibilities in relation to the NZX Group’s financial
practices and reporting, internal control environment,
internal audit, external audit and risk management. The
committee operates under a written charter, which sets out
the responsibilities and framework for the operation of the
committee. The charter is reviewed at least every two years
and was last reviewed in December 2020.
The committee must be comprised solely of NZX
directors, have a minimum of three members, have a
majority of members that are independent directors and
have at least one director with an accounting or financial
background. The makeup of the current members of this
committee complies with these requirements.
The committee’s chair, Lindsay Wright, holds a
bachelor of commerce degree from the University of
Auckland majoring in finance and accounting, and has
previously held the role of CFO of Deutsche New Zealand
(previously Bankers Trust) and was also formerly Chair of
the Audit Committee for the New Zealand Superannuation
Fund. Lindsay’s full biography is on page 21.
The committee chair and the board chair are
different people.
Management may only attend meetings at the
invitation of the committee and the committee routinely
has committee-only time and time with the external and
internal auditors without management present.
Human Resources and Remuneration Committee
NZX’s Human Resources and Remuneration Committee
assists the board in overseeing the management of the
human resources activities of NZX, including the
remuneration of employees. The committee operates
under a written charter, which sets out the responsibilities
and framework for the operation of the committee. The
charter is reviewed at least every two years and was last
reviewed in December 2020.
The committee must have a majority of members
that are independent directors. The makeup of the
current members of this committee complies with this
requirement.
Management may only attend meetings at the
invitation of the committee.
Nomination Committee
NZX’s Nomination Committee assists the board in
identifying and recommending to the board individuals for
nomination as directors and members of committees. The
committee operates under a written charter, which sets out
the responsibilities and framework for the operation of the
committee. The charter is reviewed at least every two years
and was last reviewed in December 2020.
The committee must have a majority of members that
are independent directors. The makeup of the current
members of this committee complies with this requirement.
Management may only attend meetings at the
invitation of the committee.
Technology Committee
NZX’s Technology Committee was formed in 2020 and
assists the board in oversight of the role and use of
technology in executing NZX’s strategy (including ICT
recommendations from Capital Markets 2029), meeting
regulatory requirements and standards and in supporting
the function of the markets operated and cleared by NZX
Clearing. The committee operates under a written charter,
which sets out the responsibilities and framework for the
operation of the committee. The charter was approved in
November 2020.
The committee must have a minimum of three
members. The committee may have a non-director as a
member (who must have skills and experience relevant to
the operation of the Committee). The makeup of the
current members of the committee complies with
these requirements.
Clearing Committee
The Clearing Committee assists the board in ensuring that
New Zealand Clearing Limited has adequate risk capital to
meet its obligations as the central counterparty clearing
house for NZX Clearing. The committee operates under a
written charter, which sets out the responsibilities and
framework for the operation of the committee. The charter
is reviewed at least every two years and was last reviewed
in December 2020.
The committee must have a minimum of three
members. The committee may have a non-director as a
member (who must have skills and experience relevant to
the operation of the committee). The makeup of the
current members of this committee complies with
these requirements.
TAKEOVER PROTOCOL
NZX’s Takeover Protocol sets out the procedure to be
followed if there is a takeover offer for NZX.
The protocol is reviewed at least every two years and
was last reviewed in August 2020.
Principle 4 – reporting and disclosure
The board should demand integrity in
financial and non-financial reporting,
and in the timeliness and balance of
corporate disclosures.
NZX Annual Report 2020
46
CONTINUOUS DISCLOSURE
NZX’s Continuous Disclosure Policy sets out NZX’s
arrangements to ensure material information is identified,
reported, assessed and, where required, disclosed to the
market in a timely manner.
NZX is committed to ensuring the timely disclosure of
material information about the NZX Group and to ensuring
that NZX complies with the NZX Listing Rules.
It is the responsibility of the board to monitor
compliance with the Continuous Disclosure Policy. The
board considers at each board meeting whether any
information discussed at the meeting requires disclosure.
The policy is reviewed at least annually and was last
reviewed and updated in November 2020.
CHARTERS AND POLICIES
The key corporate governance documents referred to in
this section, including policies and charters, are available
from NZX’s investor centre.
FINANCIAL REPORTING
NZX is committed to ensuring integrity and timeliness in
its financial reporting and in providing information to the
market and shareholders which reflects a considered view
on its present and future prospects.
The Audit and Risk Committee oversees the quality and
integrity of external financial reporting, including the
accuracy, completeness, balance and timeliness of
financial statements. It reviews NZX’s full and half-year
financial statements and makes recommendations to the
board concerning accounting policies, areas of judgement,
compliance with accounting standards, stock exchange
and legal requirements, and the results of the external
audit. All matters required to be addressed and for which
the committee has responsibility were addressed during
the reporting period.
NZX has published its full and half-year financial
statements that were prepared in accordance with relevant
financial standards. The full year financial statements are
set out on pages 62 to 99.
The Chief Executive and Chief Financial Officer have
confirmed in writing to the board that NZX’s external
financial reports present a true and fair view in all
material aspects.
NON-FINANCIAL REPORTING
NZX releases data on its non-financial performance
metrics each month through its monthly shareholder
metrics publications. It also releases quarterly revenue
and shareholder metrics, and regulation metrics
representing the key features of NZX’s activities in
regulating its markets.
This year NZX has continued to integrate its non-
financial reporting and disclosures to align with its financial
performance and strategy.
To support this, and provide increased clarity for
shareholders and the market on our financial performance
and execution of strategy, a series of five year financial and
non- financial targets are now being reported.
Further information is available from the NZX
investor centre.
Principle 5 – remuneration
The remuneration of directors and
executives should be transparent, fair
and reasonable.
DIRECTORS’ REMUNERATION
Shareholders fix the total remuneration available for
directors. The annual fee pool limit is $435,000 and was
approved by shareholders at the annual meeting in
April 2012.
The current fees paid to NZX’s directors are $50,000
per annum for directors and $100,000 for the chair.
Directors are not paid additional fees for being members
of committees or directors of subsidiaries. The number of
NZX directors has increased to 8 since the fee pool was
initially set.
Jayshree Das and David Flacks, being non-director
members of committees, were paid $465 per hour for work
on committee business as external members of the
Conflicts Committee and Regulatory Governance
Committee. These two committees have now been
disestablished as part of the restructure of NZX’s
regulation function.
Total remuneration received by each director in 2020 is
set out in Note 5 of the Statutory Information section on
page 107.
External committee member remuneration is
set out below.
External committee member remuneration
Committee memberCommittee member fees
Jayshree Das$6,409
David Flacks$11,393
Directors do not receive any performance or equity based
remuneration, or superannuation or retirement benefits.
This reflects the difference in the role of the directors,
which is to provide oversight and guide strategy, and the
role of management which is to operate the business and
execute NZX’s strategy.
REMUNERATION POLICY
NZX’s Remuneration Policy sets out the principles which
apply to the remuneration of NZX’s directors and
employees. In particular, director remuneration is paid in
NZX Annual Report 2020
47
the form of director fees, while employee remuneration will
include a mix of the following components:
—fixed remuneration (which includes base salary and
employer KiwiSaver contributions);
—short-term incentive plan (which is available to senior
employees);
—long-term incentive plan (which is available to members
of NZX’s executive team and senior management); and
—a one-off grant of $1,000 of NZX shares when an
employee starts at NZX to ensure that all employees
are shareholders.
The policy is reviewed at least annually and was last
reviewed in December 2020.
NZX’s short-term incentive plan is performance based,
with any short-term incentive plan payment being
conditional on (1) NZX’s financial performance and the
employee’s business unit’s performance; and (2) the
employee’s individual performance.
Potential short-term incentive plan payments are
generally between 15% and 25% of base salary, depending
upon the employee’s seniority and role.
Under NZX’s long-term incentive plan, executive team
members and senior managers may be awarded NZX
shares based on NZX’s long-term (generally three year)
performance. The plan is designed to:
—align managers’ rewards with improvement in
shareholder value;
—achieve business plans and corporate strategies;
—reward performance improvement; and
—retain key skills and competencies.
Chief Executive Officer remuneration
Mark Peterson commenced his role as NZX’s Chief
Executive Officer on 10 April 2017. In December 2020, the
board exercised its option to extend the initial 5 year term
by 2 years through to April 2024.
Mark Peterson’s remuneration is a mix of base salary
and short term and long-term incentive plan components.
Mark Peterson’s base salary for 2020 was $500,000.
Mark Peterson’s potential short-term incentive plan
payment for 2020 was $500,000 ($250,000 for on-target
performance). Mark Peterson’s actual short-term incentive
plan payment for 2020 was $360,000, this will be paid in
February 2021. Mark Peterson’s 2020 STI comprised two
components. The first component was based on NZX’s
financial performance against target. The second
component was based on delivery against the key
elements of the five year strategic plan which included
refocusing the business back on the core markets
business, building on the growth opportunities, leading
the business effectively and further developing our
market engagement.
Mark Peterson is currently allocated a long-term
incentive performance share rights plan to the value of
$250,000 each year. Vesting is dependent on NZX meeting
performance hurdles in respect of NZX’s total return to
shareholders and its earnings per share for the prior five
year period, and on Mark Peterson remaining an employee
at the applicable vesting date.
Principle 6 – risk management
Directors should have a sound
understanding of the material risks faced
by the issuer and how to manage them.
The board should regularly verify that
the issuer has appropriate processes
that identify and manage potential and
material risks.
RISK MANAGEMENT FRAMEWORK
The board is responsible for the establishment and
oversight of NZX’s risk management framework, together
with setting NZX’s overall risk tolerance.
Significant risks are discussed at each board meeting,
or as required.
The board has established an Audit and Risk
Committee with responsibility to:
—review and provide feedback in respect of the principal
risks set out in NZX’s risk register;
—ensure that management has established a risk
management framework which includes policies and
procedures to effectively identify, manage and monitor
NZX’s principal risks; and
—monitor compliance with, and assess the effectiveness
of, the risk management framework.
The committee reviews the risk register every quarter. The
committee also reviews the risk management framework
annually. The committee receives reports on the operation
of risk management policies and procedures.
The executive team and senior management are
required to regularly identify the major risks affecting the
business, record them in the risk register and develop
structures, practices and processes to manage and
monitor these risks.
NZX maintains insurance policies that it considers
adequate to meet its insurable risks.
The board is satisfied that NZX has in place a risk
management framework to effectively identify, manage
and monitor NZX’s principal risks, including a Risk Appetite
Statement, Conflict Management Policy, Continuous
Disclosure Policy, Delegated Authority Policy, Financial
Products Trading Policy, Fit and Proper Policy, IT
Acceptable Use Policy and Protected Disclosures Policy.
NZX engages EY to carry out internal audit functions on
various parts of its operations, including assessing the
effectiveness of NZX’s risk management policies and
procedures. Additionally, independent assurance is
NZX Annual Report 2020
48
provided and reviews are undertaken on matters such as
risk capital, operational controls, IT/software security and
anti-money laundering procedures.
KEY RISKS
NZX’s material risks for 2020 and how these are being
managed are outlined and discussed on pages 52 to 53.
CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER ASSURANCE
The Chief Executive Officer and Chief Financial Officer
have provided the board with written confirmation that
NZX’s 2020 financial statements are founded on a sound
system of risk management and internal compliance and
control; and that all such systems are operating efficiently
and effectively in all material respects.
Principle 7 – auditors
The board should ensure the quality
and independence of the external
audit process.
NZX’s Audit and Risk Committee makes recommendations
to the board on the appointment and removal of the
external auditor. The committee also monitors the
independence and effectiveness of the external auditor,
and reviews and approves any non-audit services
performed by the external auditor. An External Auditor
Independence Policy sets out the services that may or may
not be performed by the external auditor. This policy was
last reviewed in June 2020.
The committee regularly meets with the external
auditor to approve their terms of engagement, audit
partner rotation (at least every five years) and audit fee,
and to review and provide feedback in respect of the
annual audit plan. A comprehensive review and formal
assessment of the independence and effectiveness of the
external auditor is undertaken periodically. The committee
routinely has time with NZX’s external auditor, KPMG,
without management present.
KPMG attends the annual meeting, and the lead
audit partner is available to answer questions from
shareholders at that meeting. KPMG attended the 2019
virtual annual meeting.
KPMG has provided the Audit and Risk Committee with
written confirmation that, in their view, they were able to
operate independently during the year.
NZX has appointed EY to perform a number of internal
audit functions. The Audit and Risk Committee is
responsible for overseeing the independence and
objectivity of the internal audit function and for reviewing
and monitoring the internal audit work plan, reports from
internal audit and management responses. The committee
routinely has time with EY without management present.
Principle 8 – shareholder rights
and relations
The board should respect the rights of
shareholders and foster constructive
relationships with shareholders that
encourage them to engage with the issuer.
INFORMATION FOR SHAREHOLDERS
NZX seeks to ensure that investors understand its activities
by communicating effectively with them and giving them
access to clear and balanced information.
The key information channels are NZX’s website,
announcements and media releases, social media
channels, the annual and interim report, investor days and
the annual meeting.
NZX’s investor centre contains annual and interim
reports, investor presentations, dividend information and
other information relating to NZX (including key corporate
governance documents).
COMMUNICATING WITH SHAREHOLDERS
NZX’s investor centre sets out NZX’s Chief Financial
Officer’s and Company Secretary’s contact details
for communications from shareholders. NZX responds
to all shareholder communications within a
reasonable timeframe.
NZX provides options for shareholders to receive and
send communications electronically, to and from both NZX
and its share registrar.
SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, NZX’s
Constitution and the NZX Listing Rules, NZX refers major
decisions which may change the nature of NZX to
shareholders for approval.
NZX conducts voting at its shareholder meetings by
way of a poll and on the basis of one share, one vote.
Further information on shareholder voting rights is set out
in NZX’s Constitution.
NOTICE OF ANNUAL MEETING
NZX’s annual meeting was held on 31 March 2020. The
notice of the meeting was released to the market on
9 March 2020 and was posted on NZX’s investor centre
i.e. 16 working days’ notice. This did not meet
recommendation 8.5 of the NZX Code to provide at least
20 working days’ notice of the meeting. NZX’s planning for
its 2020 annual meeting was impacted by COVID-19. NZX
expects to provide at least 20 working days notice for its
2021 annual meeting. The 2021 meeting will be held on
8 April 2021 in Tauranga. A webcast of the meeting will be
made available to shareholders.
NZX Annual Report 2020
49
NZX Annual Report 2020
50
Risk
Reporting
NZX Annual Report 2020
51
NZX Annual Report 2020
52
RiskThe risk and its impactHow we are responding
StrategicStrategic risks that NZX faces
include the composition of our
business and the strategic
direction we choose to take,
changes in financial markets
and the business environment
to adapt our strategy and,
where appropriate, react
—We set a five-year strategy in 2017 which established our strategic direction
through 2022. We regularly revisit this strategy, most recently in 2020 and we
report progress annually
—Our strategy includes diversifying operating earnings and building resilience
into our business model
—We engage with a broad range of stakeholders and monitor changes in the
business environment to adapt our strategy and react as a ‘fast follower’
as needed
—We monitor business unit performance to identify issues and opportunities
early and address any people and resourcing risks
—We publish monthly operating metrics and quarterly revenue and operating
metrics to enhance monitoring of performance
FinancialFinancial risks arise through
various sources including:
adverse strategic decisions
(including inappropriate
resource allocation); general
market risk – including lower
numbers of listed issuers, less
listing and capital raisings,
lower levels of trading activity,
market capitalisation declines;
counterparty credit risk in
operating the clearing house;
and operational errors,
undetected fraud or poor
execution of projects that are
designed to deliver the
strategy
—We assess our financial risks from both a strategic and operational
perspective
—We manage balance sheet and counterparty risks to an acceptable level
through a framework of policies and financial controls
—We regularly monitor an extensive range of financial metrics and risks across
our businesses
—The counterparty credit risk associated with NZX’s clearing function is
managed by the clearing house’s risk management framework, which is
aligned to international practice. This model ensures that the clearing house
holds sufficient prefunded capital to manage the default of the largest
Participant in extreme but plausible conditions.
—We have a governance framework including a delegated authority policy
which sets limits and outlines authority for committing NZX to expenditure
—We have people, policies, processes, systems, controls and procedures in
place designed to meet our operational expectations and benchmarks, and
ensure project delivery effectiveness
Information
Technology /
Cybersecurity
Risk
Information technology plays a
critical role for our business.
We recognise we are an
important component to the
New Zealand Capital Markets.
IT risk arises when the
technology is not reliable or
available and/or does not
operate accurately. The
technology environment must
also be secure and resilient to
external cyber threats which
are evolving at an ever-
increasing pace. The
technology environment is also
dependent on other
Participants in the capital
markets ecosystem
—We seek to have appropriate processes, procedures and resources in place to
manage IT/cybersecurity risks. We acknowledge the impact of technology
related issues experienced in 2020 and this remains an area of critical focus
and ongoing investment.
—We will continue to manage against cyber risks; acknowledging that
cybersecurity activities and mitigation activities need to continually evolve in
a constantly changing environment. We provide staff with cybersecurity
training at regular intervals throughout the year
—Within the context of a need for continuous improvement, we now actively
monitor our key systems with regular reviews of availability against service
levels (where applicable) and targets. Regular testing is performed on key
systems / services to determine throughput and capacity and we aim to
enhance our systems in a timely manner
—We seek to have contingency plans in place for disruptions or a loss of service
to Tier 1 technology systems. As part of our enhancement plans, we intend to
hold crisis planning across the capital markets ecosystem and improve our
crisis incident management and communications with the market and other
stakeholders
—We replace ageing technology as part of lifecycle management; this is
undertaken in a planned / phased approach to system architecture with
security, future capacity, growth and supportability driving key design
decisions
—We seek to maintain active engagement with our vendor partners who
provide critical systems and applications, with a key focus on ensuring
partners and suppliers understand our business, objectives and criticality of
all market operations
—We have a disaster recovery testing program in place, including at least
annually for financial markets systems / operations
—We have a board Technology Committee, Cybersecurity Management
Committee and a cybersecurity strategy and response plans
—We have measures in place to identify and protect against data security
threats
—We are progressing engagement with the capital markets ecosystem to
develop an IT roadmap for the future and to improve our engagement with the
market on technology issues
—We train our staff and seek to have suitably qualified and experienced
information technology staff
Risk Reporting
NZX Annual Report 2020
53
RiskThe risk and its impactHow we are responding
Compliance,
Legal &
Regulatory
Risk that NZX breaches its
compliance, legal and ethical
conduct obligations (including
for example NZX’s licensed
market operator license, MIS
license, supervisor, regulatory
and customer commitments)
leading to reputational
damage, adverse regulatory
outcomes, fines or breach of
contract
—We seek to mitigate compliance, legal and regulatory risks through adherence
to internal policies and procedures as well as good corporate governance
—We train and educate our operational staff so they understand the obligations
applicable to their role, and the related requirements, policies and procedures
—We have regular independent audits and periodic reviews of our adherence to
compliance, legal and regulatory obligations
—We aim to engage with government, regulators and industry Participants, at
management, CEO and Board level, on market structure issues to promote the
best industry-wide efficiency outcomes
—Where appropriate, we address regulatory concerns by developing and
implementing action plans with the regulators
—We implemented a new regulatory model in 2020 for the structural separation
of NZX’s commercial and regulatory roles. The regulation function is now
carried out by an independently-governed agency and enhances existing
conflicts management arrangements in this area
Customer &
Stakeholder
Risk that NZX does not focus on
customers to ensure
appropriate customer
outcomes
—We acknowledge the importance of customers within our strategy. The group
is structured around key customer segments
—We aim to consider the impact of NZX-driven changes on our customers
—We aim to have regular and open engagement with customers and wider
stakeholders to seek feedback on our performance
—We recognise the balance that is required between the requirements of the
market and the cost to our customers
Operational /
Business
Continuity
The risk of unexpected failure
in the day-to-day operations
caused by technical failure or
people or processes
—We routinely review and refine our operational procedures and controls
—We routinely assess how we can make improvements to the resilience and
reliability of our operations, with an ongoing focus on automation
—We have regular training and suitably qualified and experienced
operational staff
—We have regular independent audits and periodic reviews of our operational
processes and activities
—We have business continuity plans that are tested at regular intervals and have
in place remote working procedures
—We have an incident management framework requiring that timely attention
be paid to rectifying incidents as they occur. Post incident review ensures
learnings from incidents are implemented
ReputationalConfidence in the market is
critical, hence the risk arising
from negative perception on
the part of both existing and
prospective customers,
employees, counterparties,
regulators or other
stakeholders can adversely
affect NZX’s ability to maintain
existing, or establish new,
customer relationships
—We recognise NZX has a leadership role to perform across the capital markets
ecosystem
—Understanding the importance of our reputation and protecting it is a core
component of our decision making and actions
—We aim to have regular and open engagement with customers and wider
stakeholders to seek feedback on our performance
—Where appropriate, we interact with our regulators and government at
management, CEO and Board level to facilitate thorough coverage of issues
—We sponsored Capital Markets 2029 which was an industry-led initiative to
identify opportunities to grow New Zealand’s capital markets. This included
receiving feedback from market Participants on the perception of NZX and its
role as market operator
Human
Resources
(including
Culture,
Conduct and
Health & Safety)
Culture influences how
management and staff behave
on a daily basis, and enables
NZX to deliver on strategy. An
effective culture within NZX
includes consistently putting
customers at the centre of
decision-making, product
design, sales and advice
processes, and all day-to-day
activities
—We seek to operate a healthy, open, respectful culture. One where teamwork,
diverse thought, challenge and clarity of decisions are all embraced
—Our company values are based on Integrity, Resilient, Open, Creative and
Deliver behaviours.
—We seek to operate to best practice HR standards (including health & safety)
—We are committed to continually evolving and promoting an effective risk
management culture and one that creates an environment of risk awareness
and responsiveness
—Our expectations are that our people will uphold a high standard of
professionalism and integrity. Employees must adhere to a Code of Conduct
setting out our company values, legal obligations and policies
—We regularly measure and monitor staff engagement via staff engagement
surveys which have measured a consistent increase in engagement in
recent years
NZX Annual Report 2020
54
Management Commentary
Overview
A breakdown of NZX’s financial results by business unit is summarised in the following table:
Operating RevenueOperating Expenses
Operating Earnings
(EBITDA)
1
Operating
MarginFTEs
20202019Change20202019Change20202019Change2020201920202019
$000$000%$000$000%$000$000%
Issuer
Relationships
15,19214,8872.0%
Secondary
Markets
27,34321,87025.0%
Data &
Insights
16,14614,9348.1%
Markets
Sub-total
58,68151,69113.5%15,25312,890(18.3%)43,42838,80111.9%74.0%75.1%74.764.5
Funds
Management
13,66912,8816.1%8,0716,833(18.1%)5,5986,048(7.4%)41.0%47.0%52.845.2
Wealth
Technologies
2,4251,69343.2%2,6892,573(4.5%)(264)(880)70.0%(10.9%)(52.0%)55.745.1
Corporate
Services
2
205475N/A15,07213,010(15.8%)(14,867)(12,535)(18.6%)N/AN/A56.650.9
NZX Commercial
Operations Sub-
total74,98066,74012.3%41,08535,306(16.4%)33,89531,4347.8%45.2%47.1%239.8205.7
Regulation3,4462,80822.7%2,9452,878(2.3%)501(70)(815.7%)N/AN/A17.520.5
NZX Group
Total78,42669,54812.8%44,03038,184(15.3%)34,39631,3649.7%43.9%45.1%257.3226.2
1 Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of business and property, plant and equipment and gain on
lease modification. Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating earnings may not be comparable with similarly titled
performance measures and disclosures by other entities.
2 Corporate Services provides accommodation, legal, accounting, IT, HR and communications and marketing support to the other business units. Related costs are currently not
recharged to these commercial business units and subsidiaries.
Operating Earnings (EBITDA) has increased 9.7% to $34.396 million, with:
• operating revenue increasing 12.8% to $78.426 million; and
NZX Annual Report 2020
55
• operating expenses increasing 15.3% to $44.030 million.
The operating revenue and operating expenses are discussed in the following pages.
The Investor Presentation (refer https://www.nzx.com/about-nzx/investor-centre/reports-and-disclosure)
provides a detailed summary of the financial results by business unit.
Key Metrics
The key metrics for 2020 as outlined in the Investor Presentation in February 2020 are summarised in the table
below:
External dependencies
2020 full year
deliverables2020 full year actual
NZX GroupOperating earnings (EBITDA)
1
$30 - $33.5 million$34.4 million (up 9.7%)
Core Markets
Issuer
Relationships
Capital raised (total primary and
secondary capital issued or raised
for Equity, Funds and Debt)
• Listing ecosystem
dependent on others
• No major market
correction
$9.5 billion (average of
2017/18)
$17.6 billion (down 5.5%)
Secondary
Markets
Total value traded
• Participant activity
levels drive value traded
• No major market
correction
$38.6 billion$53.7 billion (up 41.8%)
Dairy Derivatives lots traded
• Participant activity
levels drive lots traded
0.45 - 0.55 million lots360,887 lots (up 0.5%)
Data & Insights
Revenue growth (in
subscriptions, licenses and dairy
subscriptions changing revenue
mix)
• Dependent on core
markets growth
Average revenue
growth: 3.0%
$16.1 million (up 8.1%)
Funds
Management
Total Funds Under Management
• Investment market
returns impacts FUM (all
asset classes)
• No major market
correction
Continue 3-year rolling
average growth: 14%
$5.08 billion (up 28.0%.
Average FUM for year up
20.4%)
Wealth
Technologies
Total Funds Under Administration
• Investment market
returns impacts FUA (all
asset classes)
• No major market
correction
Migrate new clients
onto the platform
$7.19 billion (up 213.4%)
three new customers
1 Operating earnings (EBITDA) are before net finance expense, income tax, depreciation, amortisation, loss on disposal of business and property, plant and equipment and gain on
lease modification. Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating earnings may not be comparable with similarly titled
performance measures and disclosures by other entities.
NZX Annual Report 2020
56
Operating Revenue
Issuer Relationships
Annual listing fees paid by NZX’s equity, debt and
fund issuers are driven by the number of listed issuers
and equity, debt and fund market capitalisations.
Annual listing fees have been positively impacted by
the growth in number and value of debt instruments,
and the growth in equity market capitalisation.
Primary listing fees are paid by all issuers at the time
of listing. The primary drivers of this revenue are the
number of new listings and the value of capital listed.
Primary listing fees in the year have been driven by
strong debt listings (retail and wholesale); with total
new capital listed of $5.98 billion down 16.4% on last
year.
Secondary issuance fees are paid by existing issuers
when the company raises additional capital through
placements, rights issues, the exercise of options,
dividend reinvestment plans, or further debt issues.
The primary drivers for this revenue are the number
of secondary issuances and the value of secondary
capital raised. Secondary issuance fees in the period
have been driven by equity recapitalisations, with
total additional capital raised of $11.65 billion up 1.2%
on last year.
Secondary Markets
Participant services revenue is charged to market
participants (broking, clearing and advisory firms) that
are accredited for NZX’s equity, debt and derivatives
markets. The total number of market participants
decreased to 34 (2019: 35), with the resignation of
Deutsche Securities Australia, in line with its global
withdrawal from its equities businesses, the resignation
of Straits Financial from the Derivatives market, and
the accreditation of Snowball Effect as a Sponsor
Participant.
Securities trading revenue comes from the execution
of trades on NZX’s equity and debt markets. Securities
clearing revenue relates to clearing and settlement
activities, and related services such as stock lending
undertaken by NZX’s subsidiary New Zealand Clearing
and Depository Corporation Limited. The largest
component is clearing fees which are based on the
value of settled transactions.
Securities trading and clearing revenue has been
positively impacted by the fee changes effective 1 July
2019, when the trading fee cap level was raised and
the clearing fees tiers reduced. Additionally the total
value traded and cleared ($53.7 billion) is 41.8%
higher than last year.
Dairy derivatives revenue relates to trading, clearing
and settlement fees for trading NZX dairy futures and
options. The fees are largely charged in USD
(reflecting the global nature of the market) per lot
traded. Dairy derivatives revenue decreased, whilst the
number of lots traded grew 0.5% the revenue was
adversely impacted by lower margin fees due to the
reduced OCR rate.
Contractual and consulting and development revenue
arises from the operation of New Zealand’s electricity
market (under a long term contract with the Electricity
Authority) and the Fonterra Shareholders' Market
(under a long term contract with Fonterra). Consulting
and development revenue includes enhancements to
the electricity market systems, including the market
real time pricing project, which is due for completion
in 2022. Additionally we are developing the carbon
managed auction service for the Ministry for the
Environment, the operation of which will commence
in 2021.
Data & Insights
Royalties from terminals relate to the provision of
capital markets real time data for display on terminals
(retail and professional). Royalties from terminals
increased revenue relates to higher retail terminal
numbers and increased pricing of professional terminals.
Subscription and licences relate to the provision of
capital markets data to other participants in the
capital markets (e.g. non-display applications). The
subscriptions and licences revenue increase of 21.9%
is driven by increased non-display usage. Audit and
back dated licencing revenue remained high at
$1.07 million (2019: $1.29 million).
NZX Annual Report 2020
57
Dairy data subscriptions relate to the sale of dairy
data and analytical products. Dairy data subscription
revenue has decreased 16.5% impacted by churn of
dairy subscriptions and the deferral of the 2020 dairy
conference.
Connectivity revenue relates to the provision of
connectivity and access to the NZX operated markets
for market participants and data vendors.
Connectivity revenue has increased in line with
increased connectivity requirements from both market
participants and data vendors.
Funds Management
Funds management revenue is generated from:
• Funds under management based revenue which
relates to variable funds under management (FUM)
fees net of fund expenses. Fund expenses include
a combination of fixed costs (principally outsourced
fund accounting and administration costs, registry
fees and audit fees), and variable costs
proportionate to FUM (principally custodian fees,
trustee fees, index fees, settlement costs and third
party manager fees); and
• Member based revenue which includes fixed
membership administration fees and other
member services.
The FUM based revenue has increased 19.1% driven
by:
• higher average FUM over the period (up 20.4%),
arising from a combination of market returns and
positive net cash flows ($803 million), including from
the first institutional investor into a separately
managed protfolio. FUM at 31 December 2020 has
grown to $5.08 billion up 28.0% on last year; offset
by
• fund expense increases associated with new ETFs,
and the segregation and unitisation of SuperLife
Invest in 2019 (which provided access for wholesale
clients); partially reduced by efficiencies from the
changed operating model in late 2019 (including
changing custodian for some funds and internalising
management of the Cash Funds) and
improvements to supplier arrangements.
Investor numbers (ETFs and SuperLife) have increased
6.0%, however member based revenue has been
adversely impacted by a historical pricing adjustment.
Wealth Technologies
Wealth Technologies' revenue is generated from
administration services provided on both the original
(OE) and new wealth management platforms, and
development fees received for part of the new
platform that is in production. The administration
service fees are based on funds under administration
(FUA) and have been driven by:
• New platform – FUA continues to increase, with
three new clients migrated onto the platform
through 2020; and
• OE (legacy) platform – the number of customers is
unchanged, with 23% growth in FUA.
FUA at 31 December 2020 has grown to $7.19 billion
up 213.4% on last year.
Corporate
Other corporate revenue primarily relates to the short
term sub lease of part of the Wellington premises
which ceased in June 2020 and nzx.com advertising
revenue which ceased in May 2020.
Regulation (NZ RegCo)
Regulatory fees relate to issuer compliance,
participant compliance and market surveillance
activities. Issuer compliance services comprise time
spent by NZ RegCo reviewing listing and secondary
capital raising documents, requests for listing rule
waivers, and other significant issuer matters.
Participant compliance services comprise time spent
by NZ RegCo reviewing participant applications.
Market surveillance activities are recoverable from
market participants. In 2020 NZ RegCo undertook a
higher level of recoverable fee based work than in the
previous year.
NZX Annual Report 2020
58
Additionally NZ RegCo receives an internal allocation
of annual listing fees and annual participants fees,
which is set in advance based on the services expected
to be provided by NZ RegCo.
Operating Expenses
The Markets businesses have invested to deliver
technology solutions to both increase trading and
clearing system capacity and to maintain market
stability. We continue to invest for customer growth
in the Funds Management and Wealth Technologies
businesses.
Personnel costs
Personnel costs are made up of:
• Salary costs (including bonuses, ACC levies and
KiwiSaver contributions); plus
• Contractor and other personnel costs (including
training, recruitment and staff benefits); less
• Capitalised labour (where employees or contractors
are engaged on capital projects).
Personnel costs have increased due to a combination
of wage inflation, lower levels of annual leave taken
(a COVID-19 lockdown impact) and the movement in
average FTEs arising from:
• Securities IT team additional resources to deliver
technology solutions to increase trading and
clearing system capacity and maintaining market
stability;
• Issuer Relationships additional sales roles focused
on origination, with active pipeline development
and conversion;
• Energy contractors to assist with delivering
consulting and development revenue including the
electricity market real time pricing project and the
carbon managed auction service;
• Smartshares additional sales and operational
resources to support the client and FUM growth in
2020, plus the full year cost impact from the
strengthening of the leadership team in 2019 (COO
and CIO).
• Wealth Technologies additional sales and
operational resources to support the new clients
migrated onto the platform in 2020;
• Corporate Services additional legal, HR and
communications resources to support the
Smartshares and Wealth Technologies businesses.
As well as additional project management
resources for energy’s increased development
revenue generating projects; and
• the number of vacancies throughout the year.
Capitalisation of internal development resources
(2020: $5.93 million; 2019: $4.29 million) primarily
relates to Wealth Technologies' core platform, NZX's
trading system upgrade and the Network
Transformation project.
Information Technology
Information Technology costs were made up of
software licence fees, hardware support and
maintenance fees, telecommunications and data
network costs, and IT services provided by third parties.
The current year focus has been on increasing trading
and clearing system capacity and maintaining market
stability, consequently IT costs are higher than last
year due to:
• Network Transformation project costs (which
strengthened NZX’s cyber security);
• additional license costs to improve resilience of
NZX's clearing and settlement system (BaNCS); and
• the modification of existing security services plus
the implementation of additional Denial of Service
(DDoS) security services.
Additionally the Smartshares business has
implemented the Bloomberg AIM and BSKT (front and
middle office) operating system during the year.
NZX Annual Report 2020
59
Professional Fees
Professional fees, including legal expenses, assurance
costs and advisory / consultancy fees, include those
relating to:
• Independent / external reviews of:
• NZX clearing and settlement system (BaNCS)
technical issues arising from significantly
increased trading volumes, messaging,
notifications and shareholder balance enquiries;
and
• DDoS attacks on the nzx.com website.
• Smartshares investments for growth e.g. four new
ETF funds (launched July 2020), set up of stock
lending and borrowing services, the Asia Region
Funds Passport application, and the enhancement
of Smartshares digital tools. Plus costs
associated with the historical pricing matters;
• the assurance programme – internal audits, energy
audits and consulting obligations under the
Electricity Authority contracts, annual conflicts
review, funds conduct risk assessment review; and
• stock lending and borrowing (SLB) costs and
terminal royalty audit fees; both vary in proportion
to their related revenues, with costs and revenues
recognised on a gross basis.
Marketing
Marketing costs relate primarily to Smartshares,
marketing the core exchange businesses and the
investor relations programme. Marketing spend during
2020 was lower due to the impact of the COVID-19
lockdown.
Other Expenses
Other expenses relate to premises related costs,
insurance, directors fees, travel, external audit costs,
outsourced payroll system, corporate memberships,
statutory/compliance costs and non recoverable GST
(on the Clearing House, Funds Management and
Wealth Technologies businesses). Other expenses
were lower due to reduced travel during the
COVID-19 lockdown, offset by higher insurance and
compliance costs.
Capitalised overheads
The portion of all expense categories which relate to
capital activities (e.g. Wealth Technologies core
platform and NZX's trading system upgrade) has
decreased slightly.
Non-operating Income and Expenses
Net finance expense comprises interest income (on
operational cash balances, Clearing House risk capital
and regulatory working capital), interest expenses (on
the subordinated note, loans, overdrafts facility and
lease liabilities), unrealised fair value gain on
investment and foreign exchange gains/(losses).
Increased net finance costs result from the reduced
interest income due to the lower OCR interest rate.
Depreciation and amortisation expenses have
decreased due to:
• the clearing system (BaNCS) being fully amortised
in September 2019; offset by
• additional Wealth Technologies amortisation of the
core platform and on migrations of new clients
during the year; and
• new lease of IT equipment from May 2019.
The effective tax rate is higher than the statutory rate
of 28% due to non-deductible items.
NZX Annual Report 2020
60
Directors' Responsibility Statement
The directors are responsible for the preparation, in
accordance with New Zealand law and generally
accepted accounting practice, of financial statements
which give a true and fair view of the financial position
of NZX Limited and its subsidiaries (the NZX Group)
as at 31 December 2020 and the results of their
operations and cash flows for the year ended
31 December 2020.
The directors consider that the financial statements
of the NZX Group have been prepared using
accounting policies appropriate to the NZX Group’s
circumstances, consistently applied and supported
by reasonable and prudent judgments and estimates,
and that all applicable New Zealand Equivalents to
International Financial Reporting Standards have been
followed.
The directors are pleased to present the financial
statements of the NZX Group for the year ended
31 December 2020.
The financial statements were authorised for issue for
and on behalf of the directors on 15 February 2021.
James Miller
Chair of the Board
Lindsay Wright
Chair of the Audit and
Risk Committee
61
Financial
Statements
NZX Annual Report 2020
61
NZX Annual Report 2020
62The accompanying notes form an integral part of these financial statements
Group Income Statement
For the year ended 31 December 2020
Note
2020
$000
2019
$000
Operating revenue878,42669,548
Operating expenses9(44,030)(38,184)
Earnings before net finance expense, income tax, depreciation, amortisation, loss
on disposal of businesses and property, plant and equipment, and gain on lease
modification (EBITDA)
1
34,39631,364
Net finance expense10(2,037)(2,153)
Loss on disposal of businesses and property, plant and equipment-(83)
Depreciation and amortisation expense(8,293)(8,595)
Gain on lease modification6558-
Profit before income tax24,62420,533
Income tax expense12(7,038)(5,888)
Profit for the year17,58614,645
Earnings per share
Basic (cents per share)136.35.3
Diluted (cents per share)136.35.3
1 EBITDA is not a defined performance measure in NZ IFRS. Please refer to Note 2 for more information.
Group Statement of Comprehensive Income
For the year ended 31 December 2020
2020
$000
2019
$000
Profit for the year17,58614,645
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences-(1)
Total other comprehensive income-(1)
Total comprehensive income for the year17,58614,644
NZX Annual Report 2020
The accompanying notes form an integral part of these financial statements63
Group Statement of Changes in Equity
For the year ended 31 December 2020
Note
Share
Capital
$000
Retained
Earnings
$000
Translation
Reserve
$000
Total Equity
$000
Balance at 1 January 201951,06610,386(45)61,407
Profit for the year-14,645-14,645
Foreign currency translation differences--(1)(1)
Total comprehensive income for the year-14,645(1)14,644
Transactions with owners recorded directly in
equity:
Dividends paid21-(16,662)-(16,662)
Issue of shares203,834--3,834
Share based payments20695--695
Cancellation of non-vesting shares20(72)72--
Total transactions with owners recorded directly in
equity
4,457(16,590)-(12,133)
Balance at 31 December 201955,5238,441(46)63,918
Profit for the year-17,586-17,586
Foreign currency translation differences----
Total comprehensive income for the year-17,586-17,586
Transactions with owners recorded directly in
equity:
Dividends paid21-(16,867)-(16,867)
Issue of shares202,148--2,148
Share based payments20976--976
Cancellation of non-vesting shares20(130)--(130)
Total transactions with owners recorded directly in
equity
2,994(16,867)-(13,873)
Balance at 31 December 202058,5179,160(46)67,631
NZX Annual Report 2020
64The accompanying notes form an integral part of these financial statements
Group Statement of Financial Position
As at 31 December 2020
Note
31 December
2020
$000
31 December
2019
$000
Current assets
Cash and cash equivalents1432,77527,740
Cash and cash equivalents - restricted1420,00020,000
Funds held on behalf of third parties11104,68479,667
Receivables and prepayments1510,8409,006
Total current assets168,299136,413
Non-current assets
Property, plant & equipment162,1462,612
Right-of-use lease assets65,1085,826
Goodwill430,22230,222
Other intangible assets340,87937,498
Total non-current assets78,35576,158
Total assets246,654212,571
Current liabilities
Funds held on behalf of third parties11104,68479,667
Trade payables177,6843,782
Other liabilities - current1814,17612,276
Lease liabilities61,3881,439
Current tax liability122,2741,776
Total current liabilities130,20698,940
Non-current liabilities
Non-current other liabilities18484323
Lease liabilities65,7167,172
Interest bearing liabilities1938,91138,852
Deferred tax liability123,7063,366
Total non-current liabilities48,81749,713
Total liabilities179,023148,653
Net assets67,63163,918
Equity
Share capital2058,51755,523
Retained earnings9,1608,441
Translation reserve(46)(46)
Total equity attributable to shareholders67,63163,918
NZX Annual Report 2020
The accompanying notes form an integral part of these financial statements65
Group Statement of Cash Flows
For the year ended 31 December 2020
Note
2020
$000
2019
$000
Cash flows from operating activities
Receipts from customers78,10469,944
Net interest paid(1,823)(2,091)
Payments to suppliers and employees(38,847)(37,029)
Income tax paid12(6,200)(6,034)
Net cash provided by operating activities1431,23424,790
Cash flows from investing activities
Net cash paid on disposal of businesses and acquisition-(4)
Cash received from short term investment26
Payments for property, plant and equipment16(483)(708)
Payments for intangible assets3(9,489)(7,594)
Net cash used in investing activities(9,970)(8,300)
Cash flows from financing activities
Payment of lease liabilities(1,467)(1,288)
Dividends paid(14,762)(12,847)
Net cash (used in)/provided by financing activities(16,229)(14,135)
Net increase in cash and cash equivalents5,0352,355
Cash and cash equivalents at the beginning of the year47,74045,385
Cash and cash equivalents at the end of the year1452,77547,740
NZX Annual Report 2020
66
Notes to the Group Financial
Statements
For the year ended 31 December 2020
1. Reporting entity and statutory base
Reporting entity
These consolidated financial statements are for NZX Limited (the Company) and its subsidiaries (together
referred to as the Group) as at and for the year ended 31 December 2020.
The Group operates New Zealand securities, derivatives and energy markets, including maintaining the
infrastructure on which they operate. It provides funds management services including superannuation and
Exchange Traded Funds (ETFs), as well as developing and operating wealth management platforms for other
providers. It also provides a range of information and data to support market growth and development in the
securities and dairy sectors.
The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and
is an FMC reporting entity under the Financial Markets Conduct Act 2013 (FMCA). These financial statements
have been prepared in accordance with the Companies Act 1993 and the Financial Reporting Act 2013. The
Company is listed and its ordinary shares are quoted on the NZX Main Board. The company also has listed
debt which is quoted on the NZX debt market.
Basis of preparation
The Group financial statements have been prepared in accordance with New Zealand Generally Accepted
Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit
oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).
The measurement basis adopted in the preparation of these financial statements is historical cost, modified
by the revaluation of certain financial instruments as identified in the accompanying notes. These financial
statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial
information presented in New Zealand dollars has been rounded to the nearest thousand, except when
otherwise indicated.
The Group notes that the COVID-19 pandemic in the year had no material adverse impact on the Group.
NZX Annual Report 2020
67
Basis of consolidation
The Group financial statements are prepared by consolidating the financial statements of all the entities that
comprise the Group, being the Company and its subsidiaries. Consistent accounting policies across the
parent and all subsidiaries are employed in the preparation and presentation of the Group financial statements.
i.Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the
date on which control is transferred to the Group. On acquisition, the assets, liabilities and contingent
liabilities of a subsidiary are measured at their fair values at the date of acquisition. In determining the fair
value of assets acquired, the Group assesses identifiable intangible assets including brands, intellectual
property, software, management rights and any other identifiable intangible assets using recognised valuation
methodologies and with reference to suitably qualified experts. Any excess of the cost of acquisition over the
fair values of the identifiable net assets acquired is recognised as goodwill.
ii.Investments in subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
In preparing the Group financial statements all intercompany balances and transactions, and unrealised
profits arising within the Group are eliminated in full.
Accounting policies
Accounting policies that summarise the measurement basis used and are relevant to the understanding of the
financial statements are provided throughout the accompanying notes.
The accounting policies adopted have been applied consistently throughout the periods presented in these
financial statements.
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2021, and have not been applied in preparing these financial statements. The
Group does not plan to adopt these standards early. None of these standards are expected to have a
significant effect on the financial statements of the Group.
Presentational changes
Certain amounts in the comparative information have been reclassified to ensure consistency with the current
period's presentation.
Accounting estimates and judgements
The preparation of the financial statements in conformity with NZ IFRS requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
The principal areas of judgement for the Group in preparing these financial statements that have a significant
risk of resulting in a material adjustment within the next financial year, including information about
assumptions and estimation uncertainties, are set out in:
NZX Annual Report 2020
68
• note 3 - intangible assets
• note 4 - goodwill
• note 22 - share based payments
2. Non-GAAP measures
EBITDA is a non-GAAP performance measure and differs from the NZ IFRS profit for the year. The Group’s
definition of EBITDA may not be comparable with similarly titled performance measures and disclosures by
other entities.
Reconciliation of EBITDA to NZ IFRS profit for the year:
2020
$000
2019
$000
Profit for the Year17,58614,645
Income tax expense7,0385,888
Profit before income tax24,62420,533
Adjustments for:
- Net finance expense2,0372,153
- Loss on disposal of businesses and property, plant and equipment-83
- Depreciation and amortisation expense8,2938,595
- Gain on lease modification(558)-
EBITDA34,39631,364
The Group has presented the EBITDA performance measure in addition to NZ IFRS profit for the year, as this
performance measure is used internally in conjunction with other measures to monitor performance and make
investment decisions. EBITDA is calculated by adjusting profit from operations to exclude the impact of
taxation, net finance expense, depreciation, amortisation, loss on disposal of businesses and property, plant
and equipment, and gain on lease modification.
3. Intangible assets
Intangible assets are initially measured at cost. The direct costs associated with the development of software
and website assets for internal use are capitalised only if the expenditure can be measured reliably, the
development of intangible asset is technically and commercially feasible, future economic benefits are
probable and the Group intends to and has sufficient resources to complete the development of the asset.
Otherwise, it is recognised in profit or loss as incurred. The cost of intangible assets acquired in a business
combination is their fair value at the date of the acquisition. 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 life which is as follows:
• Software and websites: 3 — 9 years
• Brands, Trademarks, and rights to use Brands: 10 years
• Data archives, customer lists, databases, and other IP: 10 years
NZX Annual Report 2020
69
• Management rights: 20 years
At each reporting date, the Group reviews the carrying amounts of its intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. This is outlined in note 5.
Where estimated useful lives or recoverable values have diminished due to technological change or market
conditions, amortisation is accelerated.
Software
and
websites
$000
Brands,
Trademarks
and rights to
use Brands
$000
Data
archives,
customer
lists,
databases,
and other IP
$000
Management
rights
$000
Intangible
work in
progress
$000
Total
$000
Gross carrying amount
Balance at 1 January 201948,7591821,45818,1162,67071,185
Additions13---7,5817,594
Transfer from WIP3,997---(3,997)-
Balance at 31 December 201952,7691821,45818,1166,25478,779
Additions574---8,9159,489
Transfer from WIP11,098---(11,098)-
Balance at 31 December 202064,4411821,45818,1164,07188,268
Accumulated amortisation &
impairment
Balance at 1 January 201931,47055-3,155-34,680
Amortisation expense5,79418-789-6,601
Balance at 31 December 201937,26473-3,944-41,281
Amortisation expense5,30118-789-6,108
Balance at 31 December 202042,56591-4,733-47,389
Net Book Value
As at 1 January 201917,2891271,45814,9612,67036,505
As at 31 December 201915,5051091,45814,1726,25437,498
As at 31 December 202021,876911,45813,3834,07140,879
4. Goodwill
A cash generating unit (CGU) to which goodwill has been allocated is tested for impairment annually, and
whenever there is an indicator of impairment based on the performance of the CGU relative to expected
future performance and other relevant factors.
The directors have carried out impairment testing with the key assumptions set out in Note 5. No impairment
was required in 2020.
NZX Annual Report 2020
70
5. Impairment tests
Indefinite life intangible assets are reviewed for impairment annually. They are also reviewed for impairment
whenever there are indicators of impairment, as are finite life intangible assets.
A summary of the CGUs to which intangible assets have been allocated as at 31 December 2020 is outlined below:
Software &
websites
$000
Other finite
life
intangible
$000
Indefinite
life
intangible
$000
Work in
progress
$000
Total other
intangible
$000
Goodwill
$000
Total
$000
Cash generating unit
Clearing House2,547---2,547-2,547
Funds management69111,0402,34433614,41120,73035,141
Wealth Technologies13,058--1,59514,6531,49416,147
Energy2,107--1612,2687,7209,988
Direct data-911,458-1,5492781,827
Other
Other intangible assets153--1,3071,460-1,460
Other computer software3,321--6703,991-3,991
21,87711,1313,8024,06940,87930,22271,101
Impairment test
For the year ended 31 December 2020, the directors have reviewed all intangible assets for impairment using
discounted cash flow analysis, comparable EBITDA multiple analysis and/or other factors as appropriate to the
asset being tested. All impairment tests have been undertaken on a value in use basis.
Key assumptions used in the calculation of recoverable amounts in discounted cash flow analysis are
consistent with those used and disclosed in the financial statements for the year ended 31 December 2019
unless indicated otherwise. Discounted cash flow analysis using a forecast period of five years was used for
all CGUs, other than Energy where forecast periods of three and a half years (to match the remaining
contractual period) and six and a half years (to match the remaining contractual period plus three years
potentially to be renewed) were both used. The analysis also uses a WACC rate of 8.6% (2019: 8.8%) and
were stress tested at higher rates. The terminal growth rate used to extrapolate cash flow projections beyond
five years was 1.75% (2019: 1.75%). Management has assessed the long term economic outlook data
available, and assessed that the use of this terminal growth rate was appropriate, consistent with the prior
year. Where relevant, EBITDA multiples were used to cross-check the discounted cash flow analysis for
established businesses.
The review of the carrying values of goodwill and intangible assets has determined that all the CGUs have
recoverable amounts exceeding their carrying values and no impairment is therefore required.
In 2019 the FundSource business was sold effective 21 June 2019, within the Direct Data CGU, resulting in
an impairment charge of $352,000.
Further information on specific assumptions (other than the general assumptions outlined above) underlying
the CGU discounted cash flow analysis is set out below.
NZX Annual Report 2020
71
a.Clearing House
The Clearing House intangible assets relate to the clearing and depositiory systems software.
The principal assumption on which the discounted cash flows for this CGU are dependent is the future
revenue growth rate. Future revenue growth is dependent on growth in equity clearing values, central
securities depository services and the dairy derivatives markets. Growth in equity clearing values and central
securities depository services has been forecast based on historical growth rates. Dairy derivatives revenues
are expected to grow between 0% to 50% p.a. (2019: 20% p.a.) during the explicit forecast period. This
assumption is based on the successful implementation of the global dairy derivative partnership outlined in
NZX's five year strategic plan.
b. Funds Management
The Group's funds management business, Smartshares Limited, acquired the management rights for the
Smartshares exchange traded funds between 2004 - 2006 for a total value of $2,344,000. These are held in
the Group accounts with an indefinite life, as there is no expiry date for these rights and they are expected to
apply indefinitely. Additionally the acquisition of SuperLife Limited, effective 1 January 2015, resulted in
additional management rights of $15,772,000, which are held in the Group accounts as a finite life asset
amortised over 20 years, and goodwill of $20,730,000.
The principal assumption on which the discounted cash flows are dependent is the future level of funds under
management (FUM), which is assumed to grow through both net cash flows and market growth, driving FUM
based revenue. FUM based revenue would have to reduce by 45% (2019: 46%) in the forecast period (where
FUM is expect to increase 86%) to indicate an impairment in the intangibles carrying value. The company
considers the FUM growth assumption reasonable based on historic experience and NZX's five year strategic
plan.
c.Wealth Technologies
The carrying value of the Wealth Technologies CGU includes platform development and client migration
costs of $14,653,000, and related goodwill of $1,494,000.
The principal assumptions on which the discounted cash flows for the Wealth Technologies CGU are
dependent is the future level of funds under administration (FUA) which is assumed to grow through both
bringing new clients on to the platforms and current client growth, driving FUA based revenue. FUA based
revenue would have to reduce by 21% (2019: 24%) in the forecast period (where FUA is expect to increase
880%) to indicate an impairment in the intangibles carrying value. The Company considers the FUA growth
assumptions reasonable given the start-up nature of Wealth Technologies and based on the continued
interest from current, future and potential customers.
d. Energy
The carrying value of the Energy CGU includes software costs of $2,268,000 relating to the trading, pricing,
clearing and reconciliation of spot market electricity, and related goodwill of $7,720,000.
This business has a significant reliance on service provider contracts it has in place with the Electricity
Authority (EA) over the period to mid 2024, with the EA having an option to renew for a further 3 years. As a
result of these service provider contracts, NZX has certainty of minimum cash flows to be received over the
NZX Annual Report 2020
72
contract period, along with additional contracted consulting revenue, and a reasonable expection of contract
renewal based on previous contract renewals, which supports the current carrying value of the CGU.
e.Direct data
The carrying value of the Direct Data CGU includes Company Research management rights of $1,458,000,
which are held in the Group accounts as indefinite life, as there is no expiry date for these rights and they are
expected to apply indefinitely, and goodwill of $278,000.
The principal assumptions on which the discounted cash flows for the Direct Data CGU are dependent is the
future revenue growth rate which is assumed to grow (through increased volumes and price increases) at 4.6%
p.a.to 7.1% p.a. (2019: 2.6% p.a. to 7.4% p.a.) during the explicit forecast period. The Company considers the
revenue growth assumption reasonable based on historical experience and NZX's five year strategic plan.
6. Leases
On entering into a contract, the Group determines whether the contract contains a lease that conveys the
right to control the use of an identified asset for a period of time in exchange for consideration. Determining
whether there is a right of control involves the assessment of whether the contract involves the use of an
identified asset, whether the Group has the right to obtain substantially all of the economic benefits from use
of that asset through the period of use, and whether the Group has the right to direct the use of the asset.
As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost net of any lease incentives received and is subsequently
depreciated using the straight-line method from the commencement date to the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted at the Group’s incremental borrowing rate or the interest rate implicit in the
lease, if this can be determined. The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments arising from a change in an index
or rate or if the Group changes its assessment of whether it will exercise a purchase, extension or termination
option, with a corresponding adjustment made to the carrying value of the right-of-use asset.
The Group has elected not to recognise right-of-use assets and lease liabilities for short term leases (lease
term less than 12 months) or leases of low-value assets.
NZX Annual Report 2020
73
Detail of leases for which the Group is a lessee is presented below:
Right-of-use assets
Property
leases
$000
Other leases
$000
Total
$000
Balance at 1 January 20196,244336,277
Additions during the year14673687
Depreciation expense for the year(974)(164)(1,138)
Balance at 31 December 20195,2845425,826
Additions during the year1,830-1,830
Derecognition during the year(1,312)-(1,312)
Depreciation expense for the year(997)(239)(1,236)
Balance at 31 December 20204,8053035,108
Other leases includes leases of IT and office equipment.
During the year, the Group:
• renewed the Albany office lease, which resulted in an addition to the right-of-use assets and lease liabilities;
and
• renewed its Wellington office leases. One lease was renewed with an extended lease term, which resulted
in an addition to the right-of-use assets and lease liabilities. The remaining lease was renewed with a
reduction in lease term, which resulted in a derecognition from the right-of-use assets and lease liabilities.
The derecognition impact was a net gain on lease modification which is recognised in the income statement.
The Group also entered into a new office lease agreement commencing 1 August 2021 as a lessee, to replace
the existing Auckland office lease which expires on 31 August 2021. An addition to the right-of-use assets and
lease liabilities will be recognised on commencement of the lease.
NZX Annual Report 2020
74
Lease liabilities
31 December
2020
$000
31 December
2019
$000
Maturity analysis - contractual undiscounted cash flows
Up to one year1,6271,801
One to two years1,0471,379
Two to five years2,6053,591
More than five years2,8803,406
Total undiscounted lease liabilities8,15910,177
Lease liabilities included in the statement of financial position7,1048,611
Current1,3881,439
Non-current5,7167,172
Property leases for the Group's Wellington and Auckland offices give the Group the right to renew the lease
at the end of the current contracted period for a further 6 year term.
As a lessor
On entering into a lease as a lessor, the Group assesses whether the lease transfers to the lessee substantially
all of the risk and rewards of ownership of the underlying asset. Where such a transfer is assessed to occur, the
lease is recognised as a finance lease; otherwise it is recognised as an operating lease.
Where the Group is an intermediate lessor, its interest in the head lease and the sub-lease are accounted for
separately, with the sub-lease classification assessed with reference to the right-to-use asset arising from the
head lease.
The Group recognises lease payments received under operating leases as income on a straight-line basis over
the lease term as part of other corporate revenue.
The Group had sub-leased part of one of its property leases until June 2020. The sub-lease was for a short
term period and therefore did not transfer substantially all of the risks and rewards of the underlying asset and
was classified as an operating lease accordingly. Income related to this short term sub-lease for the current
year was $142,000 (2019: $278,000). A maturity analysis of operating lease payments, showing the
undiscounted lease payments to be received after the reporting date is set out below:
31
December
2020
$000
31 December
2019
$000
Maturity analysis - contractual undiscounted cash flows
Up to one year-69
Total undiscounted lease liabilities at period end-69
NZX Annual Report 2020
75
7. Segment reporting
The Group has five revenue generating segments, as described below, which are the Group‘s strategic
business areas, and a corporate segment which has limited revenue but includes all costs that are shared
across the organisation.
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (CODM). The CODM, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Group CEO. The CODM assesses
performance of the combined Markets businesses (i.e. the Issuer Relationships, Secondary Markets and Data
& Insights revenue generating segments) as a single segment, being an integrated business that supports the
growth of New Zealand capital markets. The performance of Funds Management, Wealth Technologies and
Corporate businesses are assessed separately.
Additionally, during the year the Group introduced a new regulatory model and incorporated NZX Regulation
Limited, as a stand-alone, independently-governed agency which performs all of NZX’s front line regulatory
functions, resulting in the structural separation of the Group's commercial and regulatory roles. Consequently
the CODM for the Regulation business is the NZX Regulation Limited CEO.
The reportable segments are:
• Markets:
• Issuer Relationships - provider of issuer services for current and prospective customers;
• Secondary Markets - provider of trading and post-trade services for securities and derivatives markets
operated by NZX, and the provider of a central securities depository. As well as, Market operator for
Fonterra Co-Operative Group, the Electricity Authority and the Ministry for the Environment;
• Data & Insights - provider of information services for the securities and derivatives markets, and analytics
for New Zealand's dairy sector;
• Funds Management - provider of superannuation funds, KiwiSaver funds and exchange traded funds; and
• Wealth Technologies - funds administration provider and custodian.
The Group’s revenue is allocated into each of the reportable segments (including an internal allocation of
annual listing fees and annual participants fees to NZ RegCo). Expenses incurred are allocated to the
segments only if they are direct and specific expenses to one of the segments. The remaining expenses that
relate to activities shared across the group are reported in the corporate segment.
The Group's assets and liabilities are allocated into each of the revenue generating segments, apart from
those assets and liabilities that are utilised on a shared basis, which are allocated to the corporate segment.
NZX Annual Report 2020
76
Segmental information for the year ended 31 December 2020
Issuer
Relation
ships
$000
Secondary
Markets
$000
Data &
Insights
$000
Markets
sub-total
$000
Funds
$000
Wealth
Tech.
$000
Corporate
$000
NZX
Commercial
Operations
sub-toal
$000
Regulation
$000
NZX
Group
Total
$000
Operating
revenue15,19227,34316,14658,68113,6692,42520574,9803,44678,426
Operating
expenses(15,253)(8,071)(2,689)(15,072)(41,085)(2,945)(44,030)
Operating
earnings
(EBITDA)
1
43,4285,598(264)(14,867)33,89550134,396
Segment
assets154,74643,09017,49531,026246,357297246,654
Segment
liabilities(117,716)(7,244)(71)(53,694)(178,725)(298)(179,023)
Net assets37,03035,84617,424(22,668)67,632(1)67,631
1 EBITDA is not a defined performance measure in NZ IFRS. Please refer to Note 2 for more information.
Segmental information for the year ended 31 December 2019
Restated
Issuer
Relation
ships
$000
Secondary
Markets
$000
Data &
Insights
$000
Markets
sub-total
$000
Funds
$000
Wealth
Tech.
$000
Corporate
$000
NZX
Commercial
Operations
sub-toal
$000
Regulation
$000
NZX
Group
Total
$000
Operating
revenue
14,88721,87014,93451,69112,8811,69347566,7402,80869,548
Operating
expenses
(12,890)(6,833)(2,573)(13,010)(35,306)(2,878)(38,184)
Operating
earnings
(EBITDA)
1
38,8016,048(880)(12,535)31,434(70)31,364
Segment
assets
127,76840,82813,31930,429212,344227212,571
Segment
liabilities
(89,347)(5,656)(885)(52,494)(148,382)(271)(148,653)
Net assets38,42135,17212,434(22,065)63,962(44)63,918
1 EBITDA is not a defined performance measure in NZ IFRS. Please refer to Note 2 for more information.
Geographical information
In presenting information on the basis of geographical segments, segment revenue is based on the
geographical location of customers. Segment non-current assets are based on the geographical location of the
assets.
NZX Annual Report 2020
77
Revenue
2020
$000
2019
$000
New Zealand65,05053,781
Australia3,4384,135
Other9,93811,632
Total revenue78,42669,548
Non-current assets
2020
$000
2019
$000
New Zealand78,35576,158
Total non-current assets78,35576,158
8. Operating revenue
Revenue is recognised when an entity satisfies the performance obligation and transfers control of goods or
services to a customer. Revenue is recognised at the amount of transaction price allocated to the performance
obligation. The specific revenue recognition criteria for the classes of revenue are as follows:
i.Issuer Relationships
• Issuer fees consists of revenue from annual listing fees (net of an allocation to NZ RegCo), initial listing
fees and subsequent capital raising fees. Initial and subsequent listing fees are recognised when the
listing or subsequent capital raising event has taken place. Annual listing fees are billed on 30 June for
the following 12 month period and are recognised on a straight line basis over this 12 month period.
ii.Secondary Markets
• Participant services consist of annual participant fees (net of an allocation to NZ RegCo) and initial
participant fees. Initial participant fees are recognised when the participant's application has been
approved. Annual participant fees are billed on 30 June for the following 12 month period and are
recognised on a straight line basis over this 12 month period.
• Securities trading fees arise from the trading of debt and equities securities, which are recognised at
trade date.
• Securities clearing fees relate to debt and equity clearing and settlement, which are recognised at
settlement date (currently two days after initial trade date).
• Dairy Derivatives fees relate to the trading and clearing of derivatives and commodities, which are
recognised at trade date. Fees for derivative market settlement are recognised at settlement date
(currently one day after contract expiry date).
• Market Operations revenue arises from the provision of post-trade systems and technology services for
both the energy and the Fonterra Shareholders markets, and from the provision of advisory and
development services for both the energy market and New Zealand’s Emissions Trading Scheme
managed auction services. Revenues are recognised over the period the service is provided.
NZX Annual Report 2020
78
iii. Data & Insight
• Securities information revenue relates to the provision of securities and derivatives market data, which
is recognised over the period the service is provided.
• Dairy data subscription revenue relates to the provision of data and analysis for New Zealand's dairy
sector, which is recognised over the period the service is provided.
• Connectivity revenue relates to the provision of connectivity and access to the NZX operated markets
for market participants and data vendors, which is recognised over the period the service is provided.
iv. Funds Management
• Funds management revenue relates to funds under management based fees and administration fees,
which are recognised over the period the service is provided.
v.Wealth Technologies
• Wealth Technologies revenue relates to platform administration fees and development fees, which are
recognised over the period the service is provided.
vi. Regulation
• Regulatory services fees (including Issuer Compliance, Participant Compliance and Surveillance
services) are recognised when the service is provided. Additionally, there is an allocation of annual
listing fees and annual participant fees for regulatory services provided to Issuer Relationships and
Secondary Markets.
vii. Corporate
• Other Corporate revenue relates to miscellaneous services provided by the Group (including
advertising on nzx.com and sublease of excess office space), which is recognised over the period the
service is provided.
NZX Annual Report 2020
79
2020
$000
2019
$000
Listing fees15,19214,887
Total Issuer Relationships revenue15,19214,887
Participant services738687
Securities trading5,5323,831
Securities clearing8,7466,045
Dairy derivatives1,3061,528
Market operations11,0219,779
Total Secondary Markets revenue27,34321,870
Securities information13,16612,102
Dairy data subscriptions607727
Connectivity revenue2,3732,105
Total Data & Insights revenue16,14614,934
Funds Management revenue13,66912,881
Wealth Technologies revenue2,4251,693
Issuer compliance727524
Participant compliance157144
Surveillance791566
Listing fees & participants services1,7711,574
Total Regulation revenue3,4462,808
Other Corporate revenue205475
Total operating revenue78,42669,548
NZX Annual Report 2020
80
9. Operating expenses
2020
$000
2019
$000
Gross personnel costs(34,015)(28,927)
Less capitalised labour5,9254,288
Personnel costs(28,090)(24,639)
Information technology(9,292)(7,047)
Professional fees(3,262)(2,180)
Marketing(1,076)(1,308)
Directors' fees(450)(418)
Remuneration paid to Group auditors(224)(200)
Other operating expenses(2,994)(3,308)
Capitalised overheads1,358916
Total operating expenses(44,030)(38,184)
There has been no change to the annual fee per director and number of directors in 2020. The increase in
directors' fees is due to the appointment of two directors during 2019.
Remuneration paid to Group auditors
2020
$000
2019
$000
Audit and review of NZX Group and subsidiary statutory financial statements(177)(156)
Total audit fees(177)(156)
Annual operational audit of the Clearing House(39)(36)
Annual depository assurance engagement of New Zealand Depository Limited(5)(5)
Net Tangible Assets procedures engagement of Smartshares Limited(3)(3)
Total other audit related services(47)(44)
Total remuneration paid to Group auditors(224)(200)
10. Net finance expense
2020
$000
2019
$000
Interest income8391,033
Interest on lease liabilities(395)(414)
Other interest expense(2,377)(2,572)
Amortised borrowing costs(77)(77)
Realised gain on investment26
Net (loss)/gain on foreign exchange(29)(129)
Net finance expense(2,037)(2,153)
NZX Annual Report 2020
81
11. Funds held on behalf of third parties
31 December
2020
$000
31 December
2019
$000
Bond deposits1,7351,385
Collateral deposits88,12762,519
Funds held on behalf of clients14,82215,763
104,68479,667
The bond deposits represent balances deposited by issuers, required as a condition of listing on NZX's
markets. Funds lodged as bond deposits are interest bearing and are recognised at the amounts deposited
which represent fair value. There is an equal and opposite amount disclosed under current liabilities for the
total amount repayable to issuers.
The collateral deposits represent balances deposited by participants to cover margins on outstanding
settlement obligations for cash market and derivative contracts, as well as mutualised default fund
contributions. Funds lodged as margin collateral and mutualised default fund contributions are interest
bearing and are recognised at the amounts deposited which represent fair value. Interest earned on collateral
deposits and mutualised default fund contributions is returned to participants. A collateral management fee
is charged for collateral deposits only. There is an equal and opposite amount disclosed under current
liabilities for the total amount repayable to participants.
The funds held on behalf of clients represent balances deposited by participants in addition to their collateral
deposits or mutualised default fund contributions. The funds are lodged in an interest bearing account and
are recognised at the amount deposited which represents fair value. Interest earned on these funds is returned
to participants. There is an equal and opposite amount disclosed under current liabilities for the total amount
repayable to participants.
12. Taxation
Tax expense comprises current and deferred tax. Current and deferred tax is recognised as an expense or
income in the Income Statement, as there is no current or deferred tax related to items credited or debited
directly to equity or other comprehensive income.
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the
taxable profit or loss for the year, using tax rates enacted or substantively enacted by the reporting date, and
any adjustment to tax payable in respect of previous years. Current tax for current and prior periods is
recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Deferred tax is recognised in respect of temporary differences arising from differences between the carrying
amount of assets and liabilities in the financial statements and the corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets
are recognised to the extent that it is probable that sufficient taxable income will be available against which
deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax
assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial
recognition of assets and liabilities (other than as a result of a business combination) which affects neither
NZX Annual Report 2020
82
taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to
taxable temporary differences arising from the initial recognition of goodwill.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s)
when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted by the reporting date. The measurement of deferred tax
liabilities and assets reflects the tax consequences that would follow from the manner in which the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset when they relate to
income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
a.Income tax expense recognised in profit or loss
2020
$000
2019
$000
Tax expense comprises:
Current tax expense6,7595,623
Prior period adjustment-5
Deferred tax relating to the origination and reversal of temporary differences279260
Total tax expense7,0385,888
The prima facie income tax expense on pre-tax accounting profit from continuing operations reconciles to the
income tax expense in the financial statements as follows:
2020
$000
2019
$000
Profit before income tax expense24,62420,533
Income tax calculated at 28%(6,895)(5,749)
Non-deductible expenses(143)(134)
(7,038)(5,883)
Under provision of income tax in prior year-(5)
(7,038)(5,888)
b. Current tax liabilities
2020
$000
2019
$000
Balance at beginning of the year(1,776)(2,222)
Current year charge(6,759)(5,623)
Prior period adjustment6135
Tax paid6,2006,034
Balance at end of year(2,274)(1,776)
NZX Annual Report 2020
83
c.Deferred tax liability
2020
$000
2019
$000
Balance at beginning of the year(3,366)(3,066)
Current year movement(279)(260)
Prior period adjustments(61)(40)
Balance at end of the year(3,706)(3,366)
Deferred tax balance comprises:
Employee entitlements1,089734
Doubtful debts6574
Property, plant and equipment, and software(5,455)(5,091)
Leases521772
Other74145
(3,706)(3,366)
d. Imputation credit account
2020
$000
2019
$000
Imputation credits available for use in subsequent reporting periods12,7259,942
13. Earnings per share and net tangible assets per share
i.Earnings per share
Basic earnings per share is calculated by dividing the profit for the year by the weighted average number of
ordinary shares outstanding during the period. An adjustment to take into account the shares and rights
issued under the various employee share plans (refer to Notes 20 and 22) is made to the weighted average
number of shares used in the calculation of the diluted earnings per share.
a. Basic earnings per share
2020
2019
Profit for the year ($000)17,58614,645
Weighted average number of ordinary shares for the purpose of earnings per share (in thousands)277,201274,293
Basic earnings per share (cents per share)6.35.3
b. Diluted earnings per share
2020
2019
Profit for the year ($000)17,58614,645
Weighted average number of ordinary shares for the purpose of earnings per share (in thousands)280,228277,313
Fully diluted earnings per share (cents per share)6.35.3
NZX Annual Report 2020
84
ii.Net tangible assets per share
Basic net tangible assets per share is calculated by dividing the net tangible assets at year end by the
weighted average number of ordinary shares outstanding during the period. An adjustment to take into
account the shares and rights issued under the various employee share plans (refer to Notes 20 and 22) is
made to the weighted average number of shares used in the calculation of the diluted net tangible assets per
share.
a. Basic net tangible assets per share
2020
$000
2019
$000
Net assets67,63163,918
Less:
Goodwill(30,222)(30,222)
Intangible assets(40,879)(37,498)
Net tangible assets(3,470)(3,802)
Weighted average number of ordinary shares for the purpose of net tangible assets per share (in
thousands)
277,201274,293
Basic net tangible assets per share (cents per share)(1.25)(1.39)
b. Diluted net tangible assets per share
2020
$000
2019
$000
Net assets67,63163,918
Less:
Goodwill(30,222)(30,222)
Other intangible assets(40,879)(37,498)
Net tangible assets(3,470)(3,802)
Weighted average number of ordinary shares for the purpose of net tangible assets per share (in
thousands)
280,228277,313
Fully diluted net tangible assets per share (cents per share)(1.24)(1.37)
NZX Annual Report 2020
85
14. Cash and cash equivalents and cash flow reconciliation
a.Cash and cash equivalents
Cash comprises:
31 December
2020
$000
31 December
2019
$000
Cash at bank18,97512,940
Bank deposits13,80014,800
Cash and cash equivalents32,77527,740
Cash at bank - restricted10,00010,000
Bank deposits - restricted10,00010,000
Cash and cash equivalents - restricted20,00020,000
Cash and cash equivalents - total52,77547,740
Restricted cash and cash equivalents relates to balances held for risk capital requirements by the Clearing
House and is not available for general cash management use by the Group.
b. Reconciliation of profit for the year to net cash provided by operating activities
31 December
2020
$000
31 December
2019
$000
Profit for the year17,58614,645
Adjustments for:
Share based payment arrangements889714
Depreciation and amortisation expense8,2938,595
Amortisation of borrowing costs5755
Disposal of business-77
Gain on lease modification(558)-
Decrease/(Increase) in receivables and prepayments(1,834)161
Increase in trade payables and other liabilities5,963689
Increase/(Decrease) in current tax liability498(446)
Increase in deferred tax liability340300
Net cash provided by operating activities31,23424,790
NZX Annual Report 2020
86
15. Receivables and prepayments
Receivables and prepayments are initially recognised at the fair value of the amounts to be received. They are
subsequently measured at amortised cost (using the effective interest method) less impairment losses, if any.
31 December
2020
$000
31 December
2019
$000
Trade receivables5,6264,516
Provision for doubtful debts(233)(265)
Net trade receivables5,3934,251
Prepayments2,9202,260
Accrued interest132236
Accrued income2,3952,259
Total current receivables and prepayments10,8409,006
Movement in provision for doubtful debts
The Group maintains a provision for doubtful debts when there is objective evidence of its customers being
unable to make required payments and also makes a provision for doubtful debts on all balances greater than
60 days overdue.
2020
$000
2019
$000
Balance at beginning of the year(265)(319)
Amounts written off during the year(4)116
(Increase)/decrease in provision recognised in profit or loss36(62)
Balance at end of the year(233)(265)
16. Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation and impairment. The cost of
the assets is the value of the consideration given to acquire the assets and the value of other directly
attributable costs incurred in bringing the assets to the location and condition necessary for their intended use.
Depreciation is recognised in the Income Statement and is calculated on a straight line basis so as to write off
the net cost of each asset over its expected useful life to its estimated residual value. Leasehold
improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter,
using the straight line method. The estimated useful lives, residual values and depreciation method are
reviewed at the end of each annual reporting period.
The following estimated useful lives are used in the calculation of depreciation:
• Computer equipment: 3 - 7 years
• Furniture and equipment: 2 - 10 years
NZX Annual Report 2020
87
• Leasehold improvements: 5 - 10 years
• Motor vehicles: 3 years
Computer
equipment
$000
Furniture
and
equipment
$000
Leasehold
improvements
$000
Motor
Vehicles
$000
Capital work
in progress
$000
Total
$000
Gross carrying amount
Balance at 1 January 20194,6511,5592,328-8569,394
Additions23476-45353708
Transfers from WIP679-405-(1,084)-
Balance at 31 December 20195,5641,6352,7334512510,102
Additions43039--138607
Reclassified to Intangible----(124)(124)
Transfer from WIP11--(2)-
Balance at 31 December 20205,9951,6752,7334513710,585
Accumulated depreciation
Balance at 1 January 20194,2161,4101,008--6,634
Depreciation expense4539229615-856
Balance at 31 December 20194,6691,5021,30415-7,490
Depreciation expense5418330718-949
Balance at 31 December 20205,2101,5851,61133-8,439
Net Book Value
As at 1 January 20194351491,320-8562,760
As at 31 December 20198951331,429301252,612
As at 31 December 2020785901,122121372,146
17. Trade payables
Trade payables and accruals are initially recognised at fair value less transaction costs (if any). They are
subsequently measured at amortised cost using the effective interest method.
31 December
2020
$000
31 December
2019
$000
Trade payables1,567586
Goods and services tax payable639534
Accrued expenses5,3952,585
Accrued interest8377
7,6843,782
NZX Annual Report 2020
88
18. Other liabilities
31 December
2020
$000
31 December
2019
$000
Employee benefits5,9374,277
Unearned income7,7617,899
Other current liabilities478100
Total current other liabilities14,17612,276
Non-current employee benefits484323
Total non-current other liabilities484323
Total other liabilities14,66012,599
19. Interest bearing liabilities
31 December
2020
$000
31 December
2019
$000
Subordinated notes40,00040,000
Total drawn debt40,00040,000
Capitalised borrowing costs (net of amortisation)(1,089)(1,148)
Net interest bearing liabilities38,91138,852
a.Subordinated notes
The subordinated notes have a 15 year term, maturing 20 June 2033, with election dates at 5 yearly intervals
from the issue date until maturity. The current interest rate (5.40%) is fixed until the first election date (20 June
2023), at which point it may be reset. Investors will also have the option to redeem their subordinated notes
on each election date.
NZX may defer the payment of interest at any time at its discretion, but will be subject to penalty interest of
an additional 4.0% per annum until the next interest payment date at which unpaid and deferred interest is paid.
The terms of the subordinated notes offer include a financial covenant requiring that debt that ranks in
priority to the subordinated notes, less unrestricted cash, may not exceed 1.5 times operating earnings (being
EBITDA and non-cash items, and capital gains/losses). A breach of the financial covenant is not an event of
default, but may prevent NZX paying dividends to shareholders, if it has failed on two consecutive test dates.
The subordinated notes financial covenant has been met throughout the year.
The subordinated notes have been recognised initially at fair value less directly attributable transaction costs,
and are subsequently measured at amortised cost using the effective interest method, as required by NZ IFRS
9.
b. Bank overdraft and revolving credit facilities
The Group has access to an overdraft facility to allow the Group flexibility in its working capital management.
The facility limit is $3.0 million (2019: $3.0 million) and has an expiry date of 15 January 2022 (extendable by
NZX Annual Report 2020
89
mutual agreement). The bank may require repayment by making a written demand. The effective interest rate
of the facility at 31 December 2020 was 3.19% (2019: 4.28%). The overdraft facility was undrawn at 31 December
2019 and 2020.
The Group also has access to a revolving credit facility to provide the Group with additional flexibility in its
working capital management. The facility limit is $3.0 million (2019: $3.0 million) and has an expiry date of
15 January 2022 (extendable by mutual agreement). No amount was drawn down at 31 December 2020 and
2019.
The bank overdraft and revolving credit facilities are unsecured and contain two financial covenants which
have been met throughout the year:
• The ratio of interest bearing debt to EBITDA shall not exceed 3.5 times; and
• The ratio of EBITDA to interest shall exceed 4.0 times.
20. Shares on issue
The Company had 278,001,131 fully paid ordinary shares as at 31 December 2020 (2019: 275,684,278 fully
paid ordinary shares). The holders of ordinary shares are entitled to receive dividends as declared and are
entitled to one vote per share at meetings.
The Dividend Reinvestment Plan applied to all dividends paid during the year (2019: all dividends) resulting
in the issue of 1,504,877 ordinary shares (2019: 3,614,484). Additionally 811,976 shares (2019: 298,425) were
issued as share based payments - refer to Note 22.
At 31 December 2020 the Company has nil restricted shares (2019: 796,938 restricted shares) on issue under
the NZX Limited employee share plan - Team and Results held by entities within the Group. All shares issued
under the employee share plan are subject to transfer conditions and eligibility criteria before they are able
to vest as ordinary shares. Until those transfer conditions and/or eligibility criteria are met, none are quoted
on the NZX Main Board. Refer to Note 22.
As at 31 December 2020, the Company has 4,994,624 performance rights on issue under the Long Term
Incentive Plan (2019: 3,053,459) to the members of its executive and management teams and to its CEO
pursuant to its Long Term Incentive Plan. The performance rights give the holder options to acquire ordinary
shares in the Company, which may be exercised if certain performance hurdles are met and the performance
rights vest. Until the performance rights vest, none are quoted on the NZX Main Board. Refer to Note 22.
NZX Annual Report 2020
90
Movement in share capital:
Number$000
Balance at 1 January 2019271,771,36951,066
Issue of ordinary shares3,912,9093,834
Share based payments accrual-695
Cancellation of non-vesting shares-(72)
Balance at 31 December 2019275,684,27855,523
Issue of ordinary shares2,316,8532,148
Share based payments accrual-976
Cancellation of non-vesting shares-(130)
Balance at 31 December 2020278,001,13158,517
21. Dividends
20202019
For year
ended
Cents per
share
Total $000Cents per
share
Total $000
Dividends paid
March 2019 - Final31 Dec 183.18,425
September 2019 - Interim31 Dec 193.08,237
March 2020 - Final31 Dec 193.18,546
September 2020 - Interim31 Dec 203.08,321
Total dividends paid for the year6.116,8676.116,662
The Dividend Reinvestment Plan applied to all dividends (fully imputed) paid during the year (2019: all dividends).
Refer to Note 27 for details of the final 2020 dividend.
22. Share based payments
a.CEO Long Term Incentive Plan
During the period there were no changes in the CEO Long Term Incentive Plan.
In 2018, the CEO was issued 1,177,894 performance rights under a long term incentive plan (CEO Long Term
Incentive Plan). Each of these performance rights will give the CEO an option to acquire one ordinary share
in NZX. The CEO may exercise the options if the performance rights vest. Vesting of the performance rights
is dependent on NZX meeting performance hurdles in respect of total shareholder return (TSR) growth and
earnings per share (EPS) growth, and on the CEO remaining an employee of the NZX Group for the duration
of the five year vesting period.
Vesting of half the performance rights is dependent on TSR growth over the vesting period. TSR growth of
9.29% per annum would result in 50% of the TSR growth related performance rights being vested; TSR
NZX Annual Report 2020
91
growth of 11.29% would result in 100% being vested; and TSR growth between 9.29% and 11.29% results in
between 50.1% to 99.9% being vested on a linear, pro-rata basis.
Vesting of the other half of the performance rights is dependent on EPS growth over the performance period
from 1 January 2018 to 31 December 2021. EPS growth of 8% per annum would result in 50% of the EPS
growth related performance rights being vested; EPS growth of 16% would result in 100% being vested; and
EPS growth between 8% and 16% results in between 50.1% to 99.9% being vested on a linear, pro-rata basis.
The five year vesting period is from 6 April 2017 to 6 April 2022.
There is a $4,000,000 cap on the maximum value of performance rights that can vest.
The cost of the performance rights is measured based on the fair value at the date granted using an
appropriate pricing model. The cost is recognised over the five year term, with a corresponding increase in
equity. The cumulative expense at each reporting date reflects the extent to which the vesting period has
expired and is the best estimate of the number of performance rights that will vest. The expense or credit in
the reporting period is the movement in cumulative expense and is recognised in personnel costs.
b. Employee and other restricted shares
NZX Limited employee share plan - Team and Results
The NZX Limited employee share plan – team and results (Team and Results Plan) was implemented in May
2010 and was replaced in 2018 by the NZX Employee Longer Term Incentive Plan as explained below.
Under the terms of the Team and Results Plan, NZX offered selected employees (Participants) non-
participating redeemable shares (Restricted Shares) which will be reclassified as NZX ordinary shares at the
completion of the term of the Team and Results Plan, subject to certain eligibility and transfer conditions.
Both the Team and Results components of the Team and Results Plan were offered on terms of three years.
If the eligibility or transfer conditions are not met, the Restricted Shares are redeemed by NZX. The proceeds
from the redemption of the Restricted Shares will be applied in repayment of the Loan, which will discharge
any obligation on the Participant to repay the Loan. Following redemption, the Participant will not receive any
entitlements, such as distributions or dividends, issued in respect of the Restricted Shares. The effect of this
is that the Participant receives no shares or cash and the Loan is repaid.
Details of transfers of shares to NZX employees and redemptions of shares under the Team and Results Plan
during the year are set out below:
NZX Annual Report 2020
92
Number of
shares
000
Average
share price
$
Balance at 1 January 20192,3311.04354
Redemptions(1,256)1.06489
Shares transferred to NZX employees(279)1.02151
Balance at 31 December 20197961.01759
Redemptions(59)1.01638
Shares transferred to NZX employees(737)1.01638
Balance at 31 December 2020--
Total financial assistance provided by NZX under the Team and Results Plan as at 31 December 2020 was
$nil (2019: $810,000).
NZX Employee Long Term Incentive Plan
A replacement NZX employee long term incentive plan was implemented in 2018 (NZX Employee Long Term
Incentive Plan). Under the terms of the NZX Employee Long Term Incentive Plan, NZX offers selected
employees performance rights, which are subject to certain entitlement criteria before performance rights may
vest and the holder can acquire shares in NZX. Once vested and exercised the performance rights entitle the
holder to receive one share for each performance right. If the vesting conditions are not met or waived, the
performance rights will lapse.
NZX Employee Long Term Incentive Plan is offered on a three to five year term, with 1,981,961 performance
rights issued to participants during 2020 (2019: 1,041,526).
The cost of the performance rights is measured based on the fair value at the date granted using an
appropriate pricing model. The cost is recognised over the term of the scheme, with a corresponding increase
in equity. The cumulative expense at each reporting date reflects the extent to which the vesting period has
expired and is the best estimate of the number of performance rights that will vest. The expense or credit in
the reporting period is the movement in cumulative expense and is recognised in personnel costs.
NZX Employee Shares
During the year $1,000 (gross) worth of NZX ordinary shares were issued to each new employee to encourage
staff engagement and shareholder alignment.
23. Financial instruments
The Group’s activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk
(including foreign currency risk and interest rate risk).
The board of directors has overall responsibility for the establishment and oversight of the Group’s risk
management framework, including the management of financial risk. The board has established an Audit and
Risk Committee (Committee), which is responsible for developing and monitoring the Group’s financial risk
management policies (except for those relating to clearing and settlement activities discussed below). The
Committee reports regularly to the board of directors on its activities.
The Group undertakes securities clearing and settlement activities for the listed equities, debt and derivatives
markets through its clearing house New Zealand Clearing and Depository Corporation Limited (NZCDC or the
NZX Annual Report 2020
93
Clearing House). These activities expose NZCDC and the Group to several significant financial risks.
Management of these risks is the responsibility of the Clearing Committee of the NZX Board as well as the
board of directors of NZCDC. Regular reporting is provided to the NZX Board on the risk management activities.
The specific financial risks faced by the Group, the way in which they are managed and their impact on the
financial statements are discussed below.
a.Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. Credit risk arises from three principal sources:
• Receivables from customers arising in the normal course of business;
• Investment of surplus cash with financial institutions;
• The activities of the Clearing House, which is discussed separately in section (g).
Excluding Clearing House activities, NZX has no significant concentrations of credit risk from general
customers, with receivable balances spread across a broad portfolio of customers. NZX does not require
collateral to be provided against receivables incurred in the ordinary course of business, although listed
issuers and participants in NZX's equity and debt markets are required to provide a bond that may be called
upon in the event of default on financial obligations.
The status of trade receivables at the reporting date was as follows:
31 December
2020
$000
31 December
2019
$000
Not past due5,2653,944
Past due 0 - 30 days142157
Past due > 30 days219415
Gross trade receivables5,6264,516
In summary, trade receivables are determined to be impaired as follows:
31 December
2020
$000
31 December
2019
$000
Gross trade receivables5,6264,516
Individual impairment(228)(221)
Collective impairment(5)(44)
Net trade receivables5,3934,251
The movement in the provision for doubtful debts in respect of trade and other receivables during the year
is set out in note 15.
NZX Annual Report 2020
94
For investment of surplus cash balances, the Group follows treasury policies that require investments to be
held only with high credit quality counterparties and sets limits on the Group's exposure to individual
counterparties. The individual counterparty limits are set as follows:
• The greater of $10 million or 60% of cash and cash equivalents for registered banks that operate in New
Zealand with a minimum credit rating of AA-; and
• 30% of total cash and cash equivalents for other institutions with a minimum credit rating of A- (the total
exposure for other institutions cannot exceed 50% of the total cash and cash equivalents).
b. Foreign exchange risk
NZX primarily derives revenues and incurs expenses in NZD. In a minority of cases, however, receipts and
payments are in foreign currencies (principally USD). NZX utilises foreign currency receipts to offset purchases
denominated in foreign currencies. The Group determines forward exposures, and considers these in line with
internal policies and procedures. It may enter into forward exchange agreements to keep any exposure to an
acceptable level, though no such contracts were considered necessary in the current or prior financial year.
Monetary assets and liabilities are kept to an acceptable level by buying or selling foreign currencies at the spot
rate.
c.Interest rate risk
NZX is exposed to interest rate risk in that future interest rate movements will affect the interest that it pays
on interest bearing liabilities. NZX does not currently use any derivative products to manage interest rate risk.
The Group's investment assets, particularly those designated as risk capital, are generally required to be
readily convertible into cash. These are therefore held as bank deposits at floating rates of interest or invested
in short term interest bearing assets for up to 12 months. This reduces the risk of movements in the market
value of financial investments, but increases the Group's exposure to changes in cash flows as a result of
short term movements in interest rates.
The interest period for the Subordinated Note ($40m) is fixed until the first election date (20 June 2023) at
which point the interest rate may be rest (refer to note 19).
As at balance date, none of the Group's investments were subject to interest periods of greater than 12 months.
An analysis of the sensitivity of the Group's earnings to movements in interest rates is shown below. As at
both 31 December 2020 and 2019 the Group's interest bearing assets exceeded its interest bearing
liabilities, hence an increase in interest rates would have had a positive impact on earnings.
2020
$000
2019
$000
Effect on net profit before income tax:
1% increase in interest rate242403
1% decrease in interest rate(242)(403)
This above information is calculated using the Group's cash balances, the Group's interest bearing liabilities,
and the bank balances of $10.3 million (2019: $31.2 million) held by the funds managed by the Group's
NZX Annual Report 2020
95
subsidiary, Smartshares Limited. The funds' bank balances are included as Smartshares Limited, as the
manager of these funds, is entitled to a fee equivalent to the interest on amounts held in respect of
distributions received (including distributions in respect of securities on loan under any securities lending
programme undertaken by the fund) and interest earned on application monies.
d. Liquidity risk management
Liquidity risk is the risk that the Group will be unable to realise its assets on a sufficiently timely basis to meet
its financial liabilities as they fall due. Liquidity risk arises from the general activities of the Group as well as in
specific situations in the operation of the Clearing House. Clearing House liquidity risk is discussed in section
(g).
The Group manages its general liquidity risk by maintaining adequate cash reserves, maintaining a sufficient
term to maturity for its interest bearing liabilities and maintaining adequate overdraft and working capital
facilities to provide it the flexibility to absorb predicted variability in cash flows. It continuously monitors
forecast and actual cash flows to assist with determining the appropriate levels of cash reserves and borrowing
capacity.
The table below summarises the Group's exposure to liquidity risk based on the undiscounted contractual
cash flows and maturities of term debt.
Interest bearing liabilities
Total
contractual
cash flows
$000
Less than 1
year
$000
1-2 years
$000
2-5 years
$000
More than 5
years
$000
31 December 2020(67,000)(2,160)(2,160)(6,480)(56,200)
31 December 2019(69,160)(2,160)(2,160)(6,480)(58,360)
e.Accounting classification and fair values
The fair value of the financial instruments, which comprise cash and cash equivalents, funds held on behalf of
third parties, receivables, trade payables, other liabilities and interest bearing liabilities, approximates their
carrying amounts in these accounts, with the exception of the subordinated notes, which have a fair value of
$42.73 million (2019: $42.41 million).
f.Energy Clearing House
NZX, through its subsidiary Energy Clearing House Limited (ECH), is the electricity market operation service
provider responsible for ensuring that market participants pay or are paid the correct amount for the
electricity they generated or consumed during the previous month. ECH also manages the prudential security
requirements of participants, intended to ensure payers can meet their obligations in the market.
At 31 December 2020, ECH has outstanding payables and receivables for the purchase and sale of electricity,
and the settlement of transmission losses. These items are not recorded in the Group’s statement of financial
position, because the energy market participants have accepted the risks associated with electricity settlement.
In discharging its obligations under the Electricity Industry Participation Code, ECH is required to ensure that
purchasers maintain adequate levels of prudential security. Participants can comply with this obligation in a
number of ways, including third party guarantees, letters of credit and deposits of cash with the ECH.
NZX Annual Report 2020
96
ECH holds cash deposit security on trust, and does not recognise the security provided in its statement of
financial position. There was $13,943,292 cash held from such deposits at 31 December 2020 (2019: $9,593,377).
g. Clearing House counterparty credit risk
The Clearing House acts as a central counterparty to trades undertaken on NZX's financial products markets.
Trades that enter the Clearing House are immediately novated such that the Clearing House becomes the
buyer to every sell trade and the seller to every buy trade. As buy and sell settlement transactions that are
novated to the Clearing House offset each other, the Group is not directly exposed to price movements in the
underlying equities or derivatives.
For the period between trade date and settlement date, the Clearing House is exposed to credit risk on the
buy trade as participants could default on their obligations to deliver cash in exchange for the financial
products acquired by the Clearing House on the buy side of the trade.
Should the buying participant fail to deliver cash, the Clearing House must still meet its obligation to buy the
financial products from the selling participant. In this instance the Clearing House is subject to liquidity risk
as it may be unable to realise sufficient cash to pay for the financial products it is acquiring.
If the buying participant defaults on its obligation to deliver cash and the Clearing House acquires the
financial products, it then becomes exposed to market price risk on the financial products acquired. If the
price of the financial products falls, the Clearing House may incur a loss on the disposal of those financial products.
Credit risk
Counterparty credit risk is primarily managed in two ways. Firstly, through imposing requirements on
participants, including minimum capital adequacy requirements, that aim to ensure that participants maintain
sufficient capital and liquidity to meet their obligations to the Clearing House on an ongoing basis. Secondly,
through calculating margin requirements on participants' open positions and requiring participants to post
this margin as collateral as security for the trades. Margin requirements are calculated for each participant
based on that participant’s unsettled transactions in each financial product. Margin rates for each financial
product are based on the underlying characteristics of the financial product and its price volatility. Margin
requirements are calculated on a daily basis using current market prices. Each day, margin requirements are
compared to collateral held and a margin call made where necessary. Participants are then required to post
additional eligible collateral. Eligible collateral includes cash and financial products (including S&P/NZX 50
listed securities). Financial products provided as collateral are subject to a prudential value discount,
commonly referred to as a "haircut".
In addition, counterparty credit risk for the derivatives market is also managed through the mutualised
default fund. Derivatives Clearing Participants are required to make contributions to the mutualised default
fund based on the level of their uncovered stress losses. Contributions are recalculated on a quarterly basis,
or as required. Contributions must be provided in NZD or USD. The mutualised default fund can be applied
to meeting settlement obligations of a defaulting participant on the derivatives market.
The Group was also exposed to counterparty credit risk through New Zealand Clearing Limited (NZCL) by
acting as central counterparty for securities lending transactions. As NZCL was exposed to the full principal
value of each loan, NZCL required collateral to be posted equal to 105% of the loan. All loans were revalued
on a daily basis and additional collateral required where appropriate. NZCL ceased offering securities
borrowing and lending in March 2020.
NZX Annual Report 2020
97
The Clearing House is also subject to credit risk relating to the investment of cash with financial institutions,
including the Clearing House's own surplus cash and risk capital as well as the collateral and mutualised
default fund contributions. The Clearing House has its own treasury policy and investment policy to manage
the credit risk, including limits on the Clearing Houses' exposure to individual counterparts as follows:
• Unlimited for amounts held within New Zealand Depository Limited (NZDL) Exchange Settlement Accounts
(ESAS) at the Reserve Bank of New Zealand
• Up to $300 million and 50% of total exposure with registered banks with a minimum credit rating of AA
• Up to $200 million and 40% of total exposure with registered banks with a minimum credit rating of AA-
• Up to $75 million and 20% of total exposure with registered banks with a minimum credit rating of A+
• Up to $50 million and 20% of total exposure with registered banks with a minimum credit rating of A
The Clearing House must only invest in Reserve Bank of New Zealand or New Zealand registered banks,
except that foreign currency can be invested in foreign bank branches that are appointed as a settlement bank.
Liquidity risk
Liquidity risk is managed through a combination of the collateral held from participants, the Clearing House's
own cash reserves, a mutualised default fund applicable to the derivatives market and a specific liquidity
facility which provides short term liquidity in the event of a participant default.
Collateral from the defaulting participant would be applied towards meeting the settlement obligations on the
other side of the trade. The Clearing House also holds risk capital in cash and highly liquid investments, which
is available to meet the obligations of defaulted transactions. Additionally, derivatives Clearing Participants
provide contributions to a mutualised default fund which can be applied to meeting settlement obligations
of a defaulting participant on the derivatives market. As at 31 December 2020 the Clearing House held risk
capital of $20 million (31 December 2019: $20 million). In addition, on 30 December 2014 the Clearing House
entered into an agreement with a major New Zealand fund manager to provide liquidity support in the form
of $50 million of securities or cash. Use of this facility is limited to situations where a participant default has
occurred. The Clearing House may access the facility to obtain liquidity in the form of securities or cash,
collateralised against cash or eligible securities provided by the Clearing House to the Fund Manager. The
facility has been extended until 30 December 2021.
NZX Annual Report 2020
98
Market risk
The risk that the Clearing House will realise a loss from liquidating securities that it becomes the owner of as
a result of a participant default is managed by maintaining sufficient participant collateral and default capital
(i.e. risk capital and mutualised default fund capital) to absorb projected losses. Any losses incurred are
initially funded from the defaulting participant's margin collateral. Should this be insufficient to cover the
losses, then these must be met from the Clearing House's own risk capital. For the derivatives market, the
mutualised default fund will also be applied, with the defaulting participants contributions used first, followed
by $10m of the Clearing House's risk capital, then non-defaulting participants contributions, before the final
amount of the Clearing House's risk capital will be applied. The Clearing House regularly stress tests clearing
participant exposures against the total amount of margin collateral and default capital resources.
Clearing balances outstanding
31 Dec 2020
$000
31 Dec 2019
$000
Cash market transactions
1
NZCL to receive from Clearing Participants - in NZD25,56218,294
NZCL to pay to Clearing Participants - in NZD25,56218,294
Aggregate absolute value of all net outstanding cash market settlement transactions - in NZD66,42664,243
Securities loans
Total value of outstanding securities loans - in NZD-3,685
Derivative contracts
Absolute notional value of open derivative contracts - in USD98,87273,127
Absolute notional value of open derivative contracts - in NZD525,458440,553
Collateral held to cover outstanding settlement positions
Cash - in NZD66,82445,461
By way of performance bonds - in NZD--
Cash held in the form of mutualised default fund contributions - in NZD6,4563,692
1 All of these outstanding transactions were settled subsequent to 31 December 2020.
24. Related party transactions
a.Transactions with key management personnel
Key management personnel comprises the Group’s senior management team. Key management personnel
compensation comprised the following:
2020
$000
2019
$000
Short-term employee benefits4,6404,548
Long-term employee benefits161161
Share-based payments497416
Resignation benefits116-
5,4145,125
b. Transactions with directors and other entities NZX directors are associated with
NZX Annual Report 2020
99
The Company regularly enters into transactions under normal commercial terms and conditions with other
entities that some of the directors may sit on the board of or are employed by.
Directors fees for the year were $450,000 (2019: $418,000) (refer to Note 9).
c.Transactions with managed funds
Management fees are received from the funds managed by wholly owned subsidiary Smartshares Limited and
are shown in the Income Statement as funds management revenue (refer to Note 8).
25. Contingent liabilities
In New Zealand there has been increased regulatory focus on market participant compliance for entities such
as the Group. Accordingly, there has been an increase in the number of matters on which the Group engages
with its regulators including matters such as financial market conduct, reporting and disclosure obligations, tax
treatments, and product disclosure documentation. In the normal course of business the Group may be
subject to actual or possible claims and court proceedings. Where relevant, expert legal advice has been
obtained and, in light of such advice, provisions and/or disclosures as deemed appropriate are made.
There were no contingent liabilities as at 31 December 2020 and 31 December 2019.
26. Capital commitments
31 December
2020
$000
31 December
2019
$000
Capital expenditure commitments:
Software development7021
Hardware development-964
70985
27. Subsequent events
Dividend
Subsequent to balance date the board declared a final 2020 dividend (fully imputed) of 3.1 cents per share,
to be paid on 26 March 2021 (with a record date of 12 March 2021).
© 2021 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
Independent Auditor’s Report
To the shareholders of NZX Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of NZX Limited (the ’company’)
and its subsidiaries (the 'group') on pages 62 to 99:
i. present fairly in all material respects the group’s
financial position as at 31 December 2020 and
its financial performance and cash flows for the
year ended on that date; and
ii. comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 31 December 2020;
— the consolidated income statement,
statements of comprehensive income, changes
in equity and cash flows for the year then
ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘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 assurance. 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 $1,000,000 determined with reference to a benchmark of group profit before
tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements
The key audit matter How the matter was addressed in our audit
Goodwill & other intangible assets impairment assessment
Refer to Note 5 to the Financial
Report.
NZX Limited’s goodwill and other
intangible assets arise from
acquisitions and subsequent IT
investments and relate to a number
of different cash generating units
(CGUs) as described in Note 5 of the
financial statements.
The goodwill and other intangible
assets are quantitatively significant
and the valuation models used in the
impairment tests include a range of
subjective assumptions about the
future performance of the cash
generating units.
We are focussed on the impairment
tests for the CGUs that we
considered to have a higher risk of
impairment. This assessment was
primarily based on the level of
judgement involved in the underlying
valuation model and market
conditions for the relevant CGU. The
CGUs we considered to be higher
risk were Energy, Funds
Management and Wealth
Technologies.
For the CGUs we determined to have a higher risk of impairment, we
performed a combination of the below procedures:
— We compared the cash flow forecasts to budgets and assessed
forecasting accuracy by comparing current year actual performance
to prior year budgets. The assumptions applied both as part of and
beyond the budgets were of particular focus for our additional
procedures described below.
— We reviewed and tested the significant assumptions applied to the
revenue forecasts including comparing the forecasts to
contractually receivable amounts or forecast inflation rates and
performed stress-testing over the forecasts.
— We assessed the cost forecasts against forecast inflation rates and
management’s business plans for the CGUs.
— We compared the discount rate used to our own independently
determined rate and compared terminal growth rates to long-term
forecast inflation rates.
— As a cross check we compared the valuations to the market, using
comparable businesses (where available) and their earnings or
funds under management multiples.
— As an overall test we also compared the group’s net assets as at
31 December 2020 of $68 million to its market capitalisation of
$545 million at 31 December 2020, and noted implied headroom of
$477 million.
Based on our analysis, the assumptions and judgements used by the
Directors in the group’s impairment assessments were within
acceptable ranges and in line with the current market views. We did not
identify any material issues with the carrying value of the goodwill or
intangible assets.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the 2020 Highlights, Chair report, CEO report, Sustainability report, risk
reporting, management commentary, disclosures relating to corporate governance and statutory information.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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 company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and 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 Graeme Edwards
For and on behalf of
KPMG
Wellington
15 February 2021
NZX Annual Report 2020
104
NZX Annual Report 2020
NZX Annual Report 2020
105
Statutory
Information
1. BUSINESS OPERATIONS
The Company’s business undertakings were changed
during the year with the introduction of a new regulatory
model. NZX Regulation Limited was incorporated as a
stand-alone, independently-governed subsidiary which
performs all of NZX’s frontline regulatory functions,
resulting in the structural separation of the Company’s
commercial and regulatory roles.
There have been no other changes in the Company or
its subsidiaries during the year.
2. INTERESTS REGISTER
NZX is required to maintain an interests register in which
particulars of certain transactions and matters involving
the directors must be recorded.
3. DIRECTORS’ INTERESTS
NZX is required to maintain an interests register in which
particulars of certain transactions and matters involving
the directors must be recorded.
DirectorInterestEntity
Frank
Aldridge
Managing
Principal and
Director
Craigs Investment Partners
Limited
Related entities below
DirectorCIP Holdings Limited
DirectorCIP Nominees No 1 Limited
DirectorCIP Cash Management
Nominees Limited
DirectorCraigs Investment Partners
Portfolio Lending Limited
DirectorDEL Management Limited
DirectorDeutsche Craigs Limited
DirectorGreenslades Limited
DirectorHendry Nominees Limited
DirectorHotwater Nominees Limited
DirectorNZSIF Management Limited
DirectorPohutukawa Nominees Limited
DirectorQuaystreet Asset Management
Limited
ChairmanWilsons Holding Co Pty Limited
Nigel
Babbage
DirectorOrbell Vineyards Limited
Chair and
CEO
Mohua Investments Limited
DirectorMohua Limited
DirectorInterestEntity
Richard
Bodman
Director and
shareholder
Te Ahumairangi Investment
Management Limited
DirectorForsyth Barr Cash Management
Nominees Limited
DirectorForsyth Barr Custodians
Limited
Elaine
Campbell
General
Counsel and
Company
Secretary
Chorus Limited
Jon
Macdonald
DirectorContact Energy Limited
DirectorMitre 10 Holdings Limited and
subsidiaries
DirectorTitan Parent New Zealand
Limited (Ultimate Holding
Company for Trade Me Group
Limited)
DirectorSharesies Limited and
subsidiaries
John
McMahon
Director and
Chair
Solutions Dynamics Limited
DirectorWellington Drive Technologies
Limited
James MillerDirectorAccident Compensation
Corporation
DirectorMercury NZ Limited
DirectorThe New Zealand Refining
Company Limited
Lindsay
Wright
Director and
employee
Matthews International Capital
Management (Hong Kong) LLC
(retired from)
DirectorMatthews International Capital
Management (Shanghai) LLC
(retired from)
DirectorMatthews International Capital
Management (Singapore) LLC
(retired from)
CEO Funds
Management
Sun Hung Kai & Co.
4. INFORMATION USED BY DIRECTORS
There were no notices from directors of the Company
requesting to disclose or use Company Information
received in their capacity as directors that would not
otherwise have been available by them.
NZX Annual Report 2020
106
5. DIRECTORS’ REMUNERATION
The total remuneration available for directors is fixed by
shareholders. The annual fee pool limit is $435,000 and
has not been increased since it was approved by
shareholders at the annual meeting in April 2012 (when
NZX had seven directors). In accordance with the Listing
Rules, this amount may be proportionately increased to
pay additional directors an amount that does not exceed
the average amount paid to directors. The number of NZX
directors remained at eight during the year.
DirectorRoleBoard feesTot al
Frank AldridgeDirector$50,000$50,000
Nigel BabbageDirector$50,000$50,000
Richard BodmanDirector$50,000$50,000
Elaine CampbellDirector$50,000$50,000
Jon MacdonaldDirector$50,000$50,000
John McMahonDirector$50,000$50,000
James MillerChair$100,000$100,000
Lindsay WrightDirector$50,000$50,000
Tot al$450,000$450,000
6. INDEMNIFICATION AND INSURANCE OF
DIRECTORS AND OFFICERS
NZX pays premiums in respect of directors’ liability
insurance. The policies do not specify a premium
for individuals.
The insurance provides cover against costs and
expenses involved in defending legal actions and any
damages or judgments awarded or entered against the
individual, settlements negotiated and any legal costs or
expenses awarded against the individual arising from a
liability to persons (other than the company or a related
body corporate) incurred in their position as a director
unless the conduct involves a wilful breach of duty,
improper use of inside information or position to gain any
profit or advantage or any criminal, dishonest, fraudulent
or malicious acts or omissions or any knowing or wilful
violation of any statute or regulation.
NZX has granted indemnities to NZX directors and
NZX-appointed directors of operating subsidiaries in
relation to potential liabilities and costs they may incur for
acts or omissions in their role as a director of NZX or an
NZX subsidiary. Similar exclusions to those described in
the previous paragraph on insurance apply.
7. SUBSIDIARY COMPANY DIRECTORS
The directors of all NZX subsidiaries during the year are as
follows:
Clearing House entities
New Zealand Clearing and Depository
Corporation Limited
—Mark Peterson
—Benjamin Phillips
—Graham Law
New Zealand Clearing Limited
—Mark Peterson
New Zealand Depository Limited
—Mark Peterson
New Zealand Depository Nominee Limited
—Benjamin Phillips
Other NZX subsidiaries
Energy Clearing House Limited
—Benjamin Phillips
Smartshares Limited
—John Williams (independent director)
—Guy Elliffe (independent director)
—Mark Peterson
—Lindsay Wright
NZX Wealth Technologies Limited
—Richard Bodman
—Mark Peterson
—Graham Law
—John McMahon
—Kathryn Jaggard
NZX Regulation Limited
—Trevor Janes
—Michael Heron QC
—Elaine Campbell
—Annabel Cotton
—John Hawkins
New Zealand Exchange Limited
—Hamish Macdonald
NZX Executive Share Plan Nominees Limited (subsidiary
deregistered on 25 August 2020)
—Mark Reese (independent director)
NZX Holding No. 4 Limited
—Hamish Macdonald
NZX Annual Report 2020
107
The directors of NZX’s subsidiary companies who are not
NZX employees or directors of NZX Limited, have declared
interests in the following entities:
Subsidiary director
(Non-NZX
direc tors)
InterestEntity
Annabel CottonPrincipalMerlin IR Consulting
Guy ElliffeCorporate
Governance
Accident Compensation
Corporation
Member of
Investment
Committee
Todd Corporation
Limited
John HawkinsDirector The Pines Limited
Michael Heron QCBarristerMHQC
Trevor JanesDirector/ChairTIL Logistics Limited
Kathryn JaggardConsultantNZX Limited
John WilliamsInvestment
Manager
Trusts Investments
Management Limited
NZX employees and directors do not receive additional
remuneration for acting as directors of subsidiary
companies.
The total amount of remuneration and other benefits to
which independent directors of an NZX subsidiary was
entitled during 2020 is as follows:
Subsidiary director
(Non-NZX directors)
Remuneration
Kathryn Jaggard$20,000
John Williams$50,000
Guy Elliffe$50,000
Annabel Cotton*$22,411
John Hawkins*$22,527
Michael Heron QC*$22,527
Trevor Janes*$28,151
Tot al$215, 616
* All directors were appointed as a director of NZX Regulation Limited on the
12th of August 2020
8. DONATIONS
During the year NZX made donations to charitable
organisations of $4,000. NZX does not make political
donations.
9. EMPLOYEE REMUNERATION
The table below sets out the number of NZX Group
employees and former employees who received
remuneration and other benefits, including non-cash
benefits and share-based remuneration in excess of
$100,000 per annum. This information is based on all
amounts received by the employees during the calendar
year and therefore includes bonus payments that relate to
the 2019 year (where applicable). Directors are not
included in the table below. Their remuneration is set out
separately in section 5.
Remuneration range# of Employees
100,000 - 109,99912
110,000 - 119,9999
120,000 - 129,99915
130,000 - 139,9999
140,000 - 149,99913
150,000 - 159,9997
160,000 - 169,9999
170,000 - 179,9993
180,000- 180,9997
190,000 - 199,9991
200,000 - 209,9992
210,000 - 219,9994
220,000 - 229,9992
230,000 - 239,9991
240,000 - 249,9993
250,000 - 259,9992
260,000 - 269,9991
270,000 - 279,9991
290,000 - 299,9992
300,000 - 309,9991
330,000 - 339,9992
360,000 - 369,9992
370,000 - 379,9991
430,000 - 439,9991
600,000 - 609,9991
1,000,000 - 1,100,0001
NZX Annual Report 2020
108
10. DIRECTOR TRANSACTIONS IN SECURITIES
OF THE PARENT COMPANY
DirectorSecurities held
(legally and
beneficially) at
31 December 2020
(Subordinated
Notes)
Securities held
(legally and
beneficially) at
31 December 2020
(Ordinary Shares)
Frank AldridgeNil50,000
Nigel BabbageNil11,700,000
Richard Bodman15,00010,297
Elaine CampbellNil10,405
Jon Macdonald47,00075,000
John McMahonNil90,000
James Miller8,000160,000
Lindsay WrightNilNil
11. AUDITORS
The external auditor of the parent company and the Group
is KPMG. They provide audit and other services, for which
their remuneration in 2020 was as follows:
Group $000
Audit of the financial statements177
Other audit related fees47
Tot al224
Other audit-related fees relate to operational audit of
NZCDC, the annual depository assurance engagement of
New Zealand Depository Limited and the Net Tangible
Assets procedures engagement of Smartshares Limited.
12. TOP 20 SECURITY HOLDERS
The following table shows the names and holdings of
the 20 largest holders of NZX ordinary shares as at
31 December 2020:
Investor nameShares
held
% of
issued
shares
BNP Paribas Nominees (NZ) Limited22,121,4557.96
HSBC Nominees (New Zealand)
Limited
17,176,2946.18
Citibank Nominees (New Zealand)
Limited
16,619,0545.98
Forsyth Barr Custodians Limited15,379,9595.53
Accident Compensation
Corporation
15,036,1595.41
Nigel Charles Babbage11,700,0004.21
FNZ Custodians Limited8,949,3043.22
HSBC Nominees (New Zealand)
Limited
7,333,6912.64
David Mitchell Odlin6,710,1042.41
JPMORGAN Chase Bank6,467,9522.33
Premier Nominees Limited5,297,8991.91
New Zealand Depository Nominee5,138,6951.85
Wairahi Investments Limited4,000,0001.44
Custodial Services Limited3,540,9121.27
Mirrabooka Investments Limited3,500,0001.26
Elizabeth Beatty Benjamin &
Michael Murray Benjamin
3,214,0001.16
Custodial Services Limited2,765,8080.99
Forsyth Barr Custodians Limited2,185,9450.79
BNP Paribas Nominees (NZ) Limited
Bpss40
2,157,1580.78
Cogent Nominees Limited2,035,0510.73
NZX Annual Report 2020
109
The following table shows the names and holdings of the
20 largest holders of NZX Subordinated Notes as at
31 December 2020:
Investor NameNotes held% of
issued
notes
Forsyth Barr Custodians Limited8,397,00020.99
FNZ Custodians Limited6,074,00015 .19
New Zealand Permanent Trustees
Limited
2,680,0006.7
JBWERE (NZ) Nominees Limited2,517,0006.29
Hobson Wealth Custodian Limited1,822,0004.56
Tea Custodians Limited1,400,0003.5
Custodial Services Limited1,223,0003.06
Custodial Services Limited1,057,0002.64
Graeme Laurence Beckett & Janine
Dale Beckett & Alan Murray
Paterson
917,0002.29
Custodial Services Limited858,0002.15
Forsyth Barr Custodians Limited473,0001.18
Investment Custodial Services
Limited
470,0001.18
Custodial Services Limited344,0000.86
Rodney Gavin Shayle Callender200,0000.5
Custodial Services Limited155,0000.39
Enft Limited150,0000.38
Forsyth Barr Custodians Limited127,0000.32
FNZ Custodians Limited126,0000.32
Graham Nicholas Law113,0000.28
Craig John Thompson100,0000.25
Janine Dale Beckett100,000 0.25
JBWERE (NZ) Nominees Limited100,000 0.25
Erudite Holdings Limited100,000 0.25
Somsmith Nominees Limited100,000 0.25
William Robert Mortlock & Joanne
Elizabeth Mortlock
100,000 0.25
13. SPREAD OF ORDINARY SHAREHOLDERS AS
AT 31 DECEMBER 2020
The following table shows the spread of NZX Ordinary
Shares as at 31 December 2020:
ShareholdersShares
Size of holdingNumber%Number%
1-100057412.98333,4530.12
1001-500085719. 382,687,8300.97
5001-100001,01823.038,091,2612.91
10001-500001,57335.5835,026,20112.60
50001-1000002325.2516, 527, 4165.94
Greater than 1000001673.78215,334,97077.46
Tot al4,421100278 , 0 01,131100
The following table shows the spread of NZX Subordinated
Notes as at 31 December 2020:
NoteholdersNotes
Size of holdingNumber%Number%
1-1000––––
1001-50006611. 6 6330,0000.83
5001-100001552 7. 3 91,410,0003.53
10001-5000031054.777,638,00019.09
50001-100000173.001,353,0003.38
Greater than 100000183 .1829,269,00073 .17
Tot al56610040,000,000100
NZX Annual Report 2020
110
14. SUBSTANTIAL PRODUCT HOLDERS
The following information is given pursuant to section 293
of the Financial Markets Conduct Act 2013 (FMCA).
According to NZX’s records and disclosures made
pursuant to section 280 (1)(b) of the FMCA, the following
were substantial product holders in NZX as at
31 December 2020. The total number of voting securities
on issue as at 31 December 2020 was 278,001,131.
ClassRelevant
Interest
% of
Issued
shares
Aberdeen Standard
Investments (Asia) Pty
Ordinary
shares
24,378,8608.77
Accident
Compensation
Corporation (ACC)
Ordinary
shares
14,628,3165.26
15. WAIVERS FROM LISTING RULES AND
INDEPENDENT DIRECTOR CERTIFICATES
Not applicable.
16. SECURITIES ISSUED BY NZX
NZX’s ordinary shares are quoted on the NZX Main Board.
In 2018 NZX introduced an employee share scheme and
CEO share scheme based on the issue of performance
rights, which are subject to certain entitlement criteria
before performance rights may vest and the holder can
acquire shares in NZX. For as long as performance rights
issued under these schemes are subject to these
restrictions they, and any shares which may be issued
following the exercise of performance rights, are not
quoted on any market and will not be quoted on any
market until such time as they vest in the relevant
participants.
In 2018 NZX issued $40 million of unsecured,
subordinated notes with a coupon rate of 5.4%. These
notes are quoted and traded on the NZX Debt Market
as NZX010.
This report is signed by and on behalf of the board of
NZX Limited by:
James Miller Lindsay Wright
Chair of the Board Chair of the Audit and
Risk Committee
NZX Annual Report 2020
111
Corporate directory
Getting in touch
Board of Directors
James Miller (Chair)
Frank Aldridge
Nigel Babbage
Richard Bodman
Elaine Campbell
Jon Macdonald
John McMahon
Lindsay Wright
Chief Executive Officer
Mark Peterson
Chief Financial Officer
Graham Law
General Counsel and
Company Secretary
Hamish Macdonald
Registered Office
NZX Limited
Level 1 / NZX Centre
11 Cable Street
PO Box 2959
Wellington
+64 4 472 7599
info@nzx.com
www.nzx.com
Auditors
KPMG
10 Customhouse Quay
Wellington
+64 4 816 4500
Share Register
Link Market Services Limited
PO Box 91976
Auckland 1142
+64 9 375 5998
enquiries@linkmarketservices.co.nz
www.linkmarketservices.co.nz
NZX Annual Report 2020
112
insight
creative.co.nz
NZX006
NZX Annual Report 2020
113
---
Results announcement
17 February 2021
Results for announcement to the market
Name of issuer NZX Limited
Reporting Period 12 months to 31 December 2020
Previous Reporting Period 12 months to 31 December 2019
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$78,426 12.8%
Total Revenue $78,426 12.8%
Net profit/(loss) from
continuing operations
$17,586 20.1%
Total net profit/(loss) $17,586 20.1%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.03100000
Imputed amount per Quoted
Equity Security
$0.01205556
Record Date 12/03/2021
Dividend Payment Date 26/03/2021
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
($0.0125) ($0.0139)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For commentary on the results please refer to the news release,
Annual Report and investor presentation attached.
Authority for this announcement
Name of person
authorised
to make this announcement
NZX Chief Financial Officer Graham Law
Contact person for this
announcement
NZX Chief Financial Officer Graham Law
Contact phone number +64 04 498 2271
Contact email address
graham.law@nzx.com
Date of release through MAP
17/02/2021
Audited financial statements accompany this announcement.
---
Distribution Notice
Section 1: Issuer information
Name of issuer NZX Limited
Financial product name/description Ordinary shares
NZX ticker code NZX
ISIN (If unknown, check on NZX
website)
NZNZXE0001S7
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 Close of trading on: 12/03/2021
Ex-Date (one business day before the
Record Date)
11/03/2021
Payment date (and allotment date for
DRP)
26/03/2021
Total monies associated with the
distribution
1
$8,618,035 (based on number of shares on issue at the
date of this form)
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.04305556
Gross taxable amount
3
$0.04305556
Total cash distribution
4
$0.03100000
Excluded amount (applicable to listed
PIEs)
-
Supplementary distribution amount $0.00547059
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed X
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
28%
Imputation tax credits per financial
product
$0.01205556
Resident Withholding Tax per
financial product
$0.00215278
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
1.0%
Start date and end date for
determining market price for DRP
Close of trading on:
10/03/2021
Close of trading on:
17/03/2021
Date strike price to be announced (if
not available at this time)
Close of trading on: 19/03/2021
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
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
15/03/2021, 5pm (New Zealand time)
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
NZX Chief Financial Officer Graham Law
Contact person for this
announcement
NZX Chief Financial Officer Graham Law
Contact phone number 04 498 2271
Contact email address
graham.law@nzx.com
Date of release through MAP
17/02/2021
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
---
1
17 February 2021
NZX FULL YEAR 2020 RESULTS
INVESTOR PRESENTATION
2
2020 Highlights3
NZX’s Strategy5
Business Unit Highlights12
Financial Performance18
Financial Position & Cash Flows25
Final Dividends & 2021 Earnings Guidance29
Appendices
1Segmental Analysis34
2Operating Revenue Definitions43
Today’s Agenda
NZX Full Year 2020 Results
Importantnotice
This full year investor presentation should be read in
conjunction with the financial statements in the 2020 Annual
Report, which provides additional information on many areas
covered in this presentation.
This presentation contains forward looking information, statements
and targets. These reflect our current assumptions, which are
subject to market outcomes, particularly with respect to market
capitalisation, total capital raised, secondary market value and
derivatives volumes traded, funds under management and
administration growth and technology costs.
Additionally they assume no material adverse events, significant
one-off expenses, major accounting adjustments, other
unforeseeable circumstances, or future acquisitions or
divestments.
Actual outcomes could be materially different. We give no warranty
or representation as to our future performance (financial or
otherwise) or any future matter. Except as required by law or NZX
listing rules, we are not obliged to update this presentation after its
release.
3
2020 Highlights
4
2020 results at a glance
NZX Full Year 2020 Results
Operating Earnings*
$34.4
million
9.7%
Net Profit After Tax
$17.6
million
20.1%
Dividends
(interim and final) fully
imputed
6.1
cents per share
Final dividend 3.1 cps
Interim dividend 3.0 cps
Capital raised
(total new capital and secondary
capital raised)
$17.6
billion
(5.5)%
Data & Insights
Revenue
$16.1
million
8.1%
Total Value Traded
$53.7
billion
41.8%
Dairy Derivatives
Lots traded
360,887
0.5%
Funds Under
Management
$5.08
billion
28.0%
Funds Under
Administration
$7.19
billion
213.4%
* Operating earnings are before net finance expense, income tax, depreciation, amortisation, loss on disposal of business andproperty, plant and equipment and gain on lease modification. Operating earnings is not a defined performance measure in NZ IFRS. The
Group's definition of operating earnings may not be comparable with similarly titled performance measures and disclosures by other entities.
.
The 2020 deliverable targets are detailed in the management commentary section of the 2020 Annual Report.
Percentage changes represent the movement for the financial years 2019 to 2020, except Funds Under Management and Funds Under Administration which are the movement in balances as at year end 2019 to 2020.
5
NZX’s Strategy
6
NZX 2.0: The heart of our strategy
NZX Full Year 2020 Results
Grow Markets –The previously named ‘Refocus Core’ and ‘Grow
Opportunities’ are consolidated under ‘Grow Markets’ with
particular focus on driving listings,leveraging the New Zealand
advantage
Maximise Financial Services –previously named ‘Maximise
Options’,to deliver super-normal growth and sustain the
business in the long term
Grow markets
Maximise financial
services
Empower
performance
New Zealand’s Exchange
“Helping to Build New Zealand’s Tomorrow”
Act with greater purpose
Empower Performance –
ensuring the right technical and
people capabilities creating
efficiencies in execution and
innovation to drive growth
“By combining the needs of our customers,
with innovation and modern technology we
build enduring markets to deliver capital
pathways, investment opportunitiesand
economic success for New Zealand”
7
NZX is building an integrated business to support the growth of
NZ capital markets
NZX Full Year 2020 Results
2. Liquidity.
Along with the tradingof these listed securities
3. Data and Insights.
Creates the data and information used by the
eco-system
4. Capital Flows.
Coupled with investment products that suit the needs of savers –
ETF’s, Managed Funds, Kiwisaver and Superannuation.
5. Infrastructure for Financial Advisors.
And the platform that delivers administration,
portfolio management, reporting, tax and compliance
1. Product.
Listed equity, fixed income and fund securities
6. Delivers.
Will fuel growth to New Zealand’s capital markets and
the wider economy.
$
NZX 2.0
8
We are doing what we said we would....
delivering a growth business
NZX Full Year 2020 Results
2018
Removed Blockages
2019
Delivered Results and
Proof Points
GrowingOur Market
•Sold the non core businesses
•Enabled liquidity growth through pricing and
policy changes, alongside trading functionality
•Rebuilding of our customer relationships
•Technology projects completed -clearing &
settlement upgrades, data centre and
telecoms infrastructure. Further work
identified and advanced
•Built our international profile through
partnership development
•De-risked the balance sheet through issuing
the sub note and implementing the
derivatives mutualised default fund
•Capital raised –$18.7b (up 95.7% on 2018)
•On market liquidity –54.3% (up 5.3%)
•Data revenue –(up 10.4%)
•Dairy derivatives lots traded –359k (up 3.8%)
•Smartshares FUM –$3.97b (up 36.0% on 2018)
•Wealth Technologies –$2.3b (up 15.6% on 2018)
•Staff engagement –Gallup Survey result 4.15 (the
7
th
successive lift) with 94% participation
•Growth in:
•issuance –alllisting pathways used in 2020
including IPO, direct listings, reverse listings
and foreign exempt listings
•liquidity –$53.7 billion (up 41.8%) with
63.0% on market
•Smartshares FUM –$5.08b (up 28.0%)
•WealthTechnologies –$7.19b (up 213.4%)
•Partnerships for growth –Dairy and Carbon
•Refined strategy –NZX 2.0
•Driving towards more mature and transformed
capability
NEW ZEALAND’S EXCHANGE
2020
9
The environment in which we operate supports growth and
the NZX strategic direction
NZX Full Year 2020 Results
Shifting dynamics support growth in NZX issuance
The current economic environment has highlighted the value of the public markets, access to capital is in
high demand to shore up balance sheets and for growth –public markets and the capital they provide have
a critical role in assisting the rebuildingof the New Zealand economy and creating greater prosperity for
everyone
Global markets and partnerships set the scene for future growth opportunities
Expansion in areas of dairy and carbon supports new essential markets for the New Zealand economy
globally, partnershipswith global players enhance NZX’s position as a leading player in these markets and
greatly enhances capability and speed to market
Capital flows will help drive markets growth
Net inflows increasing and expected to keep growing, NZX footprint in financial services market helps drive
market development and future revenue generation from both funds management and technology services
10
Clear business priorities for 2021
support growth across the board
NZX Full Year 2020 Results
We will focus on growing markets, with the
near term primary focus being on gaining new
equity listings
We will focus on all markets but in the near term the primary
focus in this highly competitive environment will be Driving
New Listings and Participation through growth of all markets
A continued focus on growing Wealth Technologies FUA and
operating earnings net of CAPEX and driving Smartshares
FUM and operating earnings
We will maximise financial services through
driving execution and operating earnings
Ensuring excellence in operational basics, excellence is
achieved with the right capabilities which will drive
efficiencies and support growth ambitions
We will empower performance through
operational excellence, advanced capability,
innovative delivery and risk reduction
11
Empowering our performance requires the right building blocks
NZX Full Year 2020 Results
Operational Excellence
We aspire to excellence in delivery through strong technology and operational performance and governance,
automation of tasks, continuous improvement, measurement and transparency
01
Capability and Delivery
Develop highly automated systems and a wide range of applicable skill sets, an appropriate build, buy, partner
strategy to quickly scale up capability and increase speed of delivery
02
People and Culture
Continuing to build a customer orientated, team minded, respectful but delivery and growth driven culture
03
Best Practice and Risk Model
Ensure NZX meets all regulatory requirements, is aligned with best practice and ongoing strengthening of the risk
model
04
12
Business Unit Highlights
13
NZX Full Year 2020 Results
Capital Raised and Value Traded / Cleared are strong
Secondary Markets –Value Traded / Cleared
The removal of barriers and a drive towards global standards has seen a step
change in participation resulting in record on market liquidity (2020: 63.0%)
and value traded / cleared ($53.7 billion). Onboarding a General Clearing
Participant will unlock remote broker Participation
Trading System Upgrade will deliver increased functionality and trading
options for participants (e.g. NZX DARK); go live deferred due to COVID-19
and is now planned for H1-2021
Continue to drive growth in the NZX Depository business (depository
transactions +104.6% and assets under custody +37.9%), to increase
efficiencies of NZ market and participate in the last leg of securities
settlement value chain
Issuer Relationships –Capital Raised
Capital raised (new and secondary capital raisings) in 2020 was $17.6 billion,
it has helped that the barriers to listing have been further reduced:
•Removal of requirement for PFI for Direct Listings
•Templated disclosure for Foreign Exempt listing companies
•Research solution provided by Smartkarma
Resulting in all listing pathways being used in 2020; including IPOs (RUA,
HMY and NZL) , a direct listing (RAD), reverse listings (MEE, SMW and PIL), a
foreign exempt listing (AKL) and 4 new ETFs
Debt market remains strong –particularly retail debt and green bonds. Three
new debt issuers (OCA, KWB and RYM)
Team evolved into both a Client Relationship and True Origination model –
with active pipeline development and conversion
-
5
10
15
20
25
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Capital Raised ($'billion)
Capital Raised
Low Target
High Target
Low track
High Track
0
10
20
30
40
50
60
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Value Traded / Cleared ($'billion)
Value Traded
Low Target
High Target
Low track
High Track
14
NZX Full Year 2020 Results
Data & Insights revenue improving better than expected and the
SGX dairy partnership is a global opportunity
Dairy Derivatives
Total lots traded increased 0.5%. The SGX strategic partnership aims to
extend market distribution and expand global access:
•Increasing the number of trading and clearing members from four to a possible 80+; with
both proprietary and speculative firms connected
•Increasing the number of independent software providers
•Providing increased trading functionality
The SGX strategic partnership would be a revenue share agreement with NZX
retaining a base level of revenue
Data & Insights –Revenue Growth
Revenue growth in 2020 was 8.1%. The change to relationship management /
vendor partnering to reach end users is working:
•Retail terminal growth driven by COVID-19 lockdown with increased retail activity
continuing since
•Non-display application licencing increased through awareness of applications requiring
licencing
•Royalty revenue growth driven by stable professional terminal number and price increase
Future revenue growth driven by:
•Focus on product offering for market data and connectivity
•Developing value added services for issuers (e.g. collection of environmental, social and
governance metrics)
•Supporting S&P indices revenue growth (e.g. ESG indices)
Update graph
for actual H2-
20 Revenue.
Including
connectivity
rev?
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Dairy Derivative Lots (#)
Lots Traded Full Year
Low Target
High Target
Low track
High Track
* Data & Insights Revenue excluding connectivity revenue to ensure comparability with 2018 strategic targets
15
NZX Full Year 2020 Results
Financial Services Businesses continue to drive growth
Wealth Technologies –Funds Under Admin (FUA)
Platform:
•Whilst there has been a delayed delivery of the platform compared to original plans, we
now have a scalable platform with a highly skilled operational team
Clients:
•Four clients on the new platform and seven on the legacy platform
•FUA >$7 billion
•Capabilities and capacity to execute new customer projects
•Strong pipeline –the 2023 aspirational targets remain valid
Performance -2021 will see positive operating earnings, we will continue to
develop and enhance the platform, and will commence moving those clients on
the legacy platform to the new platform
Smartshares –Funds Under Management (FUM)
Macro drivers of the ETF market trajectory:
•ETFs penetration rate is low compared to US/Europe
•KiwiSaver future growth profile
FUM growth target 14% is being over achieved
•Net FUM inflow 2020: $803m is approx. 20% of opening FUM
•Market return 2020: $297m is approx. 7.7% of opening FUM
•Sales activities: additional resources, wholesale clients offerings, strong relationships with
self-directed investment platforms, Asia Regional Funds Passport opportunities
-
5
10
15
20
25
30
35
40
45
50
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Funds Under Administration (FUA $'b)
2023 Strategy Low Target
2024 Strategy High Target
FUA (Closing $'b)
2025 Strategy Low Track
2026 Strategy High Track
0
1,000
2,000
3,000
4,000
5,000
6,000
Dec-14
Dec-15
Dec-16
Dec-17
Dec-18
Dec-19
Dec-20
Dec-21
Dec-22
Dec-23
Funds Under Management ($'million)
2023 Strategy Low Target
2023 Strategy High Target
TOTAL FUM
2023 Strategy Low Track
2023 Strategy HighTrack
16
Regulation
Finalised structural changes to strengthen our regulatory operating and governance model, which now aligns to global best practice
NZX Full Year 2020 Results
NZX Shareholders
Regulators
NZX Board
NZX CEO
NZX employees
NZ RegCo Board
NZ RegCo CEO
NZ RegCo employees
NZX Regulation Limited (NZ RegCo)
•Structurally separate from NZX's commercial and
operational activities
•Governed by a separate board with:
•an independent Chair -Trevor Janes; and
•the majority of members independent of the NZX
Group:
•Elaine Campbell (NZX Director)
•Annabel Cotton (Independent)
•John Hawkins (Independent); and
•Michael Heron QC (Independent)
•NZ RegCoCEO is Joost van Amelsfort
•Targeting to operate on a cost-neutral basis
17
People
Our people showed enormous commitment, resilience and flexibility to deliver against strategic priorities –and find new ways
to support customers and investors through the challenges of 2020. Our organisation has emerged stronger, more experienced,
and ready to deliver further growth in 2021.
NZX Full Year 2020 Results
Culture & Engagement
•Strong performance culture and flexible working
tools enabled a fast transition to remote
working during the lockdowns and kept our
teams focused on delivering for customers
•Employee engagement underpinned the strong
productivity through 2020, and engagement
continued to grow. NZX now ranks at the 72nd
percentile of all New Zealand companies in
Gallup’s survey for employee engagement
•Embarked on a two-year programme to drive
sales capability and consistent processes across
the Group and upskill our sales workforce to
confidently deliver sales success
•Our commitment to ongoing professional
development has resulted in a number of
employees completing external qualifications
relevant to their roles. In 2020 employees
completed qualifications in financial analysis,
financial services, legal studies and more.
Diversity & Inclusion
•NZX has achieved gender pay equity in like-for-
like roles, however there remains an overall
gender pay gap which requires our continued
focus to attract more women to senior roles.
•Inclusiveness within our workplace is high and
growing. NZX continues to attract and retain a
diverse workforce through 2020
•Enhanced transparency of ESG performance
underway for 2020, and a revamp of
recruitment in 2021, will enhance our
employment brand
Resourcing
•Targeted recruitment for growth areas
continued. Additional capability was added to
serve new customers in Wealth Technologies,
and in Market Technology to support sustained
increases in market trading activity
•Employee retention has been a focus of
management effort; the benefits were realised
this year, with turnover favourable at 9.3%
Health & Safety
•Active management of pandemic risks ensured
full resourcing and health of our workforce
during the pandemic to date
•Excellent safety record, with Total Recordable
Injury Rate (TRIR) 0.89 per 200,000 hours
worked
•Wellbeing and morale remained high; internal
communications and mental health support
were ramped up to keep our workforce
connected and informed
•Redefined our Future of Flexible Work approach
to leverage the benefits for employees,
customers, and company performance; will be
implemented H1 2021
18
Financial Performance
19
Income Statement
NZX Full Year 2020 Results
•Operating earnings of $34.4 million (2019: $31.4 million) is 9.7% higher;
with the operating margin at 43.9% (2019: 45.1%) which is in line with our
peers
1
.
•Operating revenue, operating expenses and non-operating expenses are
discussed in detail on the following slides. The segmental analysis by
business unit are discussed in detail in Appendix 1.
1 Finance Technology Partners (September 2020) EBITDA Margins (median) information for Regional/Country Based
Exchanges is estimated at 2020: 44%
* Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of
operating earnings may not be comparable with similarly titled performance measures and disclosures by
other entities.
20202019Change
$000 $000Fav/(unfav)
Operating revenue78,426 69,548 12.8%
Operating expenses (44,030)(38,184)(15.3%)
Operating earnings*34,396 31,364 9.7%
Net finance expense(2,037)(2,153)5.4%
Loss on disposal of business and property, plant
and equipment-(83)N/A
Depreciation and amortisation expense(8,293)(8,595)3.5%
Gain on lease modification558 -N/A
Income tax expense(7,038)(5,888)(19.5%)
Profit for the year17,586 14,645 20.1%
Operating Margin43.9%45.1%(2.7%)
20
Operating Earnings Waterfall
NZX Full Year 2020 Results
21
Operating Earnings
NZX Full Year 2020 Results
The Operating Revenue and Operating Expenses are discussed in the following
slides, with further detailed Segmental Analysis by Business Unit provided in
Appendix 1
* Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating
earnings may not be comparable with similarly titled performance measures and disclosures by other entities.
20202019Change
$000$000Fav/(unfav)
Revenue
Issuer Relationships15,192 14,887 2.0%
Secondary Markets27,343 21,870 25.0%
Data & Insights16,146 14,934 8.1%
Funds Management13,669 12,881 6.1%
Wealth Technologies2,425 1,693 43.2%
Regulation3,446 2,808 22.7%
Corporate205 475 (56.8%)
Total revenue78,426 69,548 12.8%
Expenses
Gross personnel costs34,015 28,927 (17.6%)
Less capitalised labour(5,925)(4,288)38.2%
Personnel costs28,090 24,639 (14.0%)
Information technology9,292 7,047 (31.9%)
Professional fees3,262 2,180 (49.6%)
Marketing1,076 1,308 17.7%
Other expenses3,668 3,926 6.6%
Capitalised overheads(1,358)(916)48.3%
Total expenses44,030 38,184 (15.3%)
Operating earnings*34,396 31,364 9.7%
22
Operating Revenue
NZX Full Year 2020 Results
Issuer Relationships:
Annual listing fees (ALF) were positively impacted by
the growth in number and value of debt instruments,
and the growth in equity market capitalisation
Primary listing fees driven by debt listings (retail and
wholesale).
Secondary issuance fees driven by a high level of
equity recapitalisations
Secondary Markets:
Securities trading and clearing revenues increased due
to:
•the total value traded and cleared being 41.8%
higher; and
•the fee structure changes on 1 July 2019 (e.g.
trading fee cap has been raised and clearing tiers
reduced)
Dairy derivatives revenue decreased, whilst the
number of lots traded grew 0.5%, this was offset by
lower margin fees due to the reduced OCR rate
Consulting and development revenue earned through
•enhancements to the electricity market systems,
including the market real time pricing project,
which is due for completion in 2022; and
•development of the carbon managed auction
service for the Ministry for the Environment
Data & Insights:
Royalties from terminals revenue increase relates to
higher retail terminal numbers and increased pricing
of professional terminals
Subscriptions and licencesrevenue increase is driven
by:
•Growth in client data usage;
•improved client license arrangements post audit;
and
•increased license numbers
Dairy subscription revenue has been adversely
impacted by churn of dairy subscriptions and the
deferral of the 2020 dairy conference
Indices revenue has been an area of focus to drive
increasing market liquidity
Auditand back dated licencing revenue has remained
high due to high levels of audit activity
Connectivity revenue has increased in line with
increased connectivity requirements from both
market participants and data vendors.
Wealth Technologies:
Administration (FUA based) fees driven by:
•New platform –FUA continues to increase, with
three new clients migrated in 2020; and
•OE platform –number of customers is unchanged,
with 23% growth in FUA
Funds Management:
FUM based revenue has increased 19.1% driven by:
•Higher average FUM over the period (+20.4%),
which is a combination of market returns and
positive net cash flows; offset by
•fund expense associated with new funds, and the
segregation and unitisation of SuperLifeInvest in
2019 providing access for wholesale clients;
partially reduced by efficiencies from the changed
operating model (including changing custodian for
some funds and internalising management of the
Cash Funds) and improvements to supplier
arrangements
Member based revenue has decreased due to a
historical pricing provision which more than offset the
increase in investor numbers in 2020 of 6.0%
Other revenue has been impacted negatively by the
decrease in OCR and positively by stock lending
services
Corporate Services:
Other corporate revenue primarily relates to the short
term sub lease of part of the Wellington premises
(ceased June 2020) and NZX.com advertising revenue
(ceased May 2020)
Regulation (NZ RegCo):
Regulatory fees relate to issuer compliance,
participant compliance and surveillance activities, plus
an internal allocation of Annual Listing Fees and
Annual Participants Fees, set in advance based on the
services expected to be provided by NZ RegCo
23
Operating Expenses
NZX Full Year 2020 Results
Personnel costs
Personnel costs are driven by the average FTEs in the
period and the capitalisation of internal development
resources.
Personnel costs have increased due to a combination of
wage inflation, lower levels of annual leave taken (a
COVID-19 lockdown impact), and the movement in
average FTEsarising from:
•the Securities IT team additional resources to
deliver technology solutions to increase trading and
clearing system capacity and maintaining market
stability;
•Issuer Relationships additional sales roles focused
on origination, with active pipeline development
and conversion;
•Energy contractors to assist with delivering
consulting and development revenue including the
electricity market real time pricing project and the
carbon managed auction service;
•Smartshares additional sales and customer services
resources to support client and FUM growth, plus
the full year impact from Smartshares strengthening
of the leadership team (COO and CIO);
•Wealth Technologies additional sales and
operational staff for new clients;
•Corporate Services additional legal, HR and
communications resources to support the
Smartshares and Wealth Technologies businesses.
•As well as additional project management resources
for energy’s increased development revenue
generating projects; and
•movements in vacancy numbers at period ends.
Capitalisation of internal development resources (2020:
$5.93 million; 2019: $4.28 million) primarily relates to
Wealth Technologies' core platform, NZX’s trading
system upgrade and the Network Transformation
project.
Information Technology
The current year focus has been on increasing trading
and clearing system capacity and maintaining market
stability, consequently IT costs are higher due to:
•Network Transformation project costs (which
strengthened NZX’s cyber security);
•additional license costs to improve resilience of
NZX's clearing and settlement system (BaNCS); and
•the modification of existing security services plus
the implementation of additional Denial of Service
(DDoS) security services
Additionally the Smartshares business has implemented
the Bloomberg AIM and BSKT (front and middle office)
operating system during the year.
Marketing
Marketing spend during 2020 is lower due to the
COVID-19 lockdown, with lower levels of spend on:
•the Investor relations programme;
•Marketing the exchange business; and
•Smartshares branding promotion
Capitalised overheads
The portion of all expense categories which relate to
capital activities (e.g. Wealth Technologies core
platform, NZX’s trading system upgrade and the
Network Transformation project) has increased (2020:
$1.36 million; 2019: $0.92 million).
Professional Fees
Professional fees include those relating to:
•Independent external reviews of the NZX clearing
and settlement system (BaNCS) technical issues
arising from significantly increased trading volumes,
messaging, notifications and shareholder balance
enquiries; and the DDoS attacks on the NZX.com
website
•Smartshares investments for growth e.g.four new
ETF funds (launched July 2020), set up stock lending
and borrowing services, Asia Region Funds Passport
application, and enhancement of digital tools. Plus
costs associatedwith the historical pricing matters;
•the assurance programme –internal audits, internal
control reports, energy audits and consulting
obligations under the Electricity Authority contracts,
annual conflicts review, funds conduct risk
assessment review; and
•terminal royalty audit fees which vary in proportion
to audit revenue; with costs and revenues
recognised on a gross basis.
Other Expenses
Other expenses include premises related costs (i.e.
electricity, rates etc), insurance, directors fees, travel,
external audit costs, outsourced payroll system,
corporate memberships, statutory / compliance costs
and non recoverable GST (on the Clearing House,
Smartshares and Wealth Technologies businesses)
The decrease relates to reduced travel during the
COVID-19 lockdown, offset by higher insurance and
compliance costs.
24
Non-operating Income and Expenses
NZX Full Year 2020 Results
Net finance costs include:
•interest income on operational cash balances, Clearing House risk capital
and regulatory working capital; which have been impacted by decreased
interest rates;
•interest expenses (including amortised borrowing costs) on the
subordinated notes and lease liabilities; and
•Net gain / (loss) on foreign exchange
Depreciation and Amortisation decreased due to:
•clearing system (BaNCS) being fully amortised in September 2019; offset
by
•Wealth Technologies –increased amortisation of the core platform and
new client migrations completed; and
•new lease of IT equipment (from May 2019)
Effective tax rate is higher than statutory rate of 28% due to non-deductible
items.
20202019Change
$000$000Fav/(unfav)
Interest income839 1,033 (18.8%)
Interest on lease liabilities(395)(414)4.6%
Other interest expense(2,377)(2,572)7.6%
Amortised borrowing costs(77)(77)0%
Realised gain on investment2 6 (66.7)%
Net loss on foreign exchange(29)(129)77.5%
Net finance expense(2,037)(2,153)5.4%
Depreciation of PP&E(949)(856)(10.9%)
Amortisation of lease assets(1,236)(1,138)(8.6%)
Amortisation of intangibles(6,108)(6,601)7.5%
Total depreciation and amortisation(8,293)(8,595)3.5%
Loss on disposal of business and property, plant
and equipment-(83)N/A
Gain on lease modification558 -N/A
Tax expense(7,038)(5,888)(19.5%)
Total net other expenses(16,810)(16,719)(0.5%)
25
Financial Position and
Cash Flows
26
Balance Sheet
NZX Full Year 2020 Results
Cash and cash equivalents includes:
•Clearing House risk capital ($20 million) which is not available for general use;
•Clearing House also complies with International Organisation of Securities
Commissions principles requiring retention of sufficient working capital
(including cash of approximately $3.2 million); and
•Smartshares maintains sufficient net tangible assets in accordance with its
license requirements (including cash of approximately $4.1 million)
Receivables collection and working capital management has remained a focus in
the current environment
Funds held on behalf of third parties (assets and liabilities) offset. These relate to
issuer bond deposits, participants’ collateral deposits and deposited funds
(including those held in the MutualisedDefault Fund). Amounts are repayable to
issuers and participants and not available for general use
Right-of-use lease assets and the lease liabilities relate to leased premises and IT
equipment
Other non-current assets consist of property, plant & equipment, intangible assets
and goodwill
Other current liabilities includes income in advance related to annual listing and
participant fees, and tax payables
Other non-current liabilities mainly relate to deferred tax
20202019Change
$000$000Fav/(unfav)
Current assets
Cash and cash equivalents52,775 47,740 10.5%
Receivables and prepayments10,840 9,006 20.4%
Funds held on behalf of third parties104,684 79,667 31.4%
Total current assets168,299 136,413 23.4%
Non-current assets
Right-of-use lease assets5,108 5,826 (12.3%)
Other non-current assets73,247 70,332 4.1%
Total non-current assets78,355 76,158 2.9%
Current liabilities
Trade payables7,684 3,782 (103.2%)
Other current liabilities16,450 14,052 (17.1%)
Lease liabilities1,388 1,439 3.5%
Funds held on behalf of third parties104,684 79,667 (31.4%)
Total current liabilities130,206 98,940 (31.6%)
Non-current liabilities
Interest bearing liabilities38,911 38,852 (0.2%)
Lease liabilities5,716 7,172 20.3%
Other non-current liabilities4,190 3,689 (13.6%)
Total non-current liabilities48,817 49,713 1.8%
Net assets/equity 67,631 63,918 5.8%
27
CAPEX
NZX Full Year 2020 Results
Core Markets
Capex driven by specific system life cycles which result in large multi-year projects, plus
the normal life cycle replacements for IT equipment and software
Main projects in 2020 include:
•Trading System upgrade –was deferred as result of COVID-19 and implementation
now expected H1-21; and
•Network Transformation –which strengthens NZX’s cyber security
CAPEX will be higher in 2021 before reverting to normal levels in 2022; focus for 2021:
•Technology upgrades, including to the enhancement to NZX technology architecture
and the registry messaging interface (to improve Clearing system capacity) , NZX.com
capabilities, and automation of the Depository system and processes;
•Auckland office relocation, including replacement of the old ticker; and
•Preparing for the Clearing System upgrade which is expected in 2023
Growth Businesses
Wealth Technologies CAPEX relates to:
•Continues to release further functionality into production; and
•Migration of new clients and transfer of the OE platform clients, which will continue
into 2021
SmartsharesCAPEX relates to:
•Front office operating system (Bloomberg AIM and BSKT); and
•Digital tools –the delivery of digital tools for improved client servicing and efficiency,
which will continue into 2021
28
Cash Flows
NZX Full Year 2020 Results
Operating activities
•Cash flow from operating activities includes net interest and income tax paid
•The increase reflects a higher Net Profit After Tax and working capital
movements (e.g. timing of receivables receipts and trade payables payments)
Investing activities
•Investing activities relate to CAPEX, which is primarily:
•Wealth Technologies software development;
•the Trading System upgrade; and
•the Network Transformation project
Financing activities
•Financing activities includes dividends which are net of participation in the
dividend reinvestment plan, and payment of lease liabilities.
2020
$000
2019
$000
Change
Fav/ (unfav)
Operating activities31,23424,79026.0%
Investing activities(9,970)(8,300)(20.1%)
Financing activities(16,229)(14,135)(14.8%)
Net increase in cash and cash equivalents5,0352,355113.8%
29
Final Dividend and
2021 Earnings Guidance
30
Final Dividend2021 Earnings Guidance
NZX Full Year 2020 Results
Final Dividend
•The Board has declared a fully imputed final dividend of 3.1 cents per share
•Dividend to be paid on 26 March 2021 to shareholders registered as at 12
March 2021
•Total dividends for the 2020 financial year are 6.1 cents per share fully
imputed
Dividend Policy
•The policy is to pay between 80% to 110% of adjusted Net Profit After Tax
over time, subject to maintaining a prudent level of capital to meet regulatory
requirements
•Adjustments include reversing the impact of intangible asset impairments (if
any)
Dividend reinvestment plan
•Available for the final dividend
•Shares will be issued at 1.0% discount
2021 Earnings Guidance
NZX expects full year 2021 Operating Earnings to be in the range of $31.5 million
to $35.5 million.
The guidance is subject to market outcomes, particularly with respect to market
capitalisation, total capital raised, secondary market value and derivatives
volumes traded, funds under management and administration growth and
technology costs.
Additionally this guidance assumes no material adverse events, significant one-off
expenses, major accounting adjustments, other unforeseeable circumstances, or
future acquisitions or divestments.
The next slides shows the KPI assumptions in arriving at this Earnings Guidance
Fully imputed dividends (CPS)FY 2020FY 2019
Interim dividend3.03.0
Final dividend3.13.1
Total dividends
6.16.1
* Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of
operating earnings may not be comparable with similarly titled performance measures and disclosures by
other entities.
31
NZX Full Year 2020 Results
2021 what Success looks like
External dependencies2021 deliverablesFive-year aspirational target range (2023) **
LOWHIGH
NZX GroupTotal shareholder return (%) *Dependent on external factors outlined
below
TSR average of 9.29% to 11.29% p.a. by December 2022
Earnings per share *Dependent on external factors outlined
below
EPS average of 8% to 16% p.a. by December 2022
Operating Earnings ***See earnings guidance$31.5 -$35.5 million$42 million$54 million
Grow Markets
-Issuer RelationshipsCapital raised
(total primary and secondary capital issued or raised
for equity, funds and debt)
•Listing ecosystem is dependent on
other market participants
•No major market correction
$10.0 billionThree year rolling average: $11 billionThree year rolling average: $12
billion
-Secondary MarketsTotal value traded•Participant activity levels drive value
traded
•No major market correction
$45.0 billion$42.5 billion$45.0 billion
Dairy derivatives lots traded•Participant activity levels and dairy
market price volatility drive lots traded
0.40 -0.50 million lots0.85 million lots1.4 million lots
-Data & InsightsRevenue growth (in subscriptions, licencesand dairy
subscriptions)
•Dependent on marketsgrowthAverage revenue growth: 5.0%Three year rolling average revenue
growth: 2.0%
Three year rolling average revenue
growth: 4.2%
Funds ManagementTotal funds under management•Investment market returns
•No major market correction
Average FUM growth: 14% FUM December 2023:
$5.0 billion
FUM December 2023:
$5.75 billion
Wealth TechnologiesTotal funds under administration•Investment market returns
•No major market correction
Migrate new clients onto the
platform
FUA December 2023:
$35 billion
FUA December 2023:
$50 billion
* Consistent with CEO long term incentive programme, see share based payments note in the financial statements for more information;
**The five year aspirational target range (2023) as presented in the Investor Presentation (February 2019 and December 2020) and are not financial forecasts.
***Operating earnings is not a defined performance measure in NZ IFRS. The Group's definition of operating earnings may not be comparable with similarly titled performance measures and disclosures by other entities.
Progress towards 2021 deliverables can be monitored withinthemonthly shareholder metrics
32
Questions?
33
Appendix
34
Appendix 1: Segmental Analysis
Operating Earnings By Business Unit
NZX Full Year 2020 Results
The segmental analysis has been updated to reflect the following changes:
•Markets are now viewed as a single segment, being an integrated business that supports the growth of NZ capital markets. The Marketsrevenue generating BUs are:
–Issuer Relationships –provider of issuer services for current and prospective customers;
–Secondary Markets –provider of trading and post-trade services for securities and derivatives markets operated by NZX, as well as the provider of a central securities
depository. Market operator for Fonterra Co-Operative Group, the Electricity Authority and the Ministry for the Environment; and
–Data & Insights –provider of information services for the securities and derivatives markets, and analytics for New Zealand's dairy sector.
Additionally the Markets business cost base includes the IT costs specific to providing NZ capital markets services.
•Regulation –the introduction of a new regulatory model and incorporated NZX Regulation Limited, as a stand-alone, independently-governed agency which performs all
of NZX’s frontline regulatory functions, resulting in the structural separation of the Group's commercial and regulatory roles.
Note -Corporate Services provides accommodation, legal, accounting, IT, HR and communications and marketing support to the other business units and subsidiaries.
Related costs are currently not recharged to the commercial business units and subsidiaries.
2020
$000
Issuer RelationshipsSecondary MarketsData & InsightsMarkets
Sub-total
Funds ManagementWealth
Technologies
Corporate ServicesNZX Commercial
Operations
Sub-total
RegulationNZX Group
Total
Operating revenue15,192 27,343 16,146 58,681 13,669 2,425 205 74,980 3,446
78,426
Operating expenses(15,253)(8,071)(2,689)(15,072)(41,085)(2,945)
(44,030)
Operating earnings43,428 5,598 (264)(14,867)33,895 501
34,396
FTEs74.7 52.8 55.7 56.6 239.8 17.5
257.3
Operating margin74.0%41.0%(10.9%)N/A45.2%N/A
43.9%
2019
$000
Issuer RelationshipsSecondary MarketsData & InsightsMarkets
Sub-total
Funds ManagementWealth
Technologies
Corporate ServicesNZX Commercial
Operations
Sub-total
RegulationNZX Group
Total
Operating revenue14,887 21,870 14,934 51,691 12,881 1,693 475 66,740 2,808
69,548
Operating expenses(12,890)(6,833)(2,573)(13,010)(35,306)(2,878)
(38,184)
Operating earnings38,801 6,048 (880)(12,535)31,434 (70)
31,364
FTEs64.5 45.2 45.1 50.9 205.7 20.5
226.2
Operating margin75.1%47.0%(52.0%)N/A47.1%N/A
45.1%
35
Appendix 1: Markets –Issuer Relationships
Tasked with creating a compelling and attractive proposition for our current and prospective equity, fund and debt customers
NZX Full Year 2020 Results
Highlights
•Total capital (primary and secondary) raised $17.6 billion
•All listing pathways used during the year:
•IPO –New Zealand Rural Land Co (NZL), RuaBioscience (RUA) as NZX sole listings, and
Harmoney(HMY) as a dual listing
•Direct Listing –Radius Residential Care (RAD) was the first under new direct listing rules
•Reverse Listings -Me Today (MEE), SMW Group (SMW) and PromisiaIntegrative (PIL)
•Foreign Exempt Listing –the ASX-listed Auckland Real Estate (AKL) was the first under
under the new foreign exempt provisions
•ETFS –Smartshares listing 4 new core series ETFs
•Green Bonds -nearly $1 billion listed in 2020 by issuers such as Mercury NZ (supporting NZ’s
transition to a low emissions future), Auckland Council (electrification of transport and cycleway
projects), and Argosy (sustainable workplaces for tenants)
•Other sustainable and ethical investment opportunities included Housing New Zealand (Kāinga
Ora) bonds ($550m) supporting the development of good quality, affordable housing
•Launched NZX Partnership with Syndex(1 July 2020)
•Capital Markets 2029 recommendations are being progressed e.g. research solution for new
issuers provided by Smartkarma
Operating revenue
•Annual listing fees have been positively impacted by the growth in number and value of debt
instruments, and the growth in equity market capitalisation. Note –the Annual listing fee year
runs from 1 July to 30 June; with fees based on:
•H1-20 fees are based on market capitalisation at 31 May 2019; and
•H2-20 fees are based on market capitalisation at 31 May 2020
•Primary and secondary listing fees driven by retail debt listings and equity recapitalisations
respectively
Strategic metrics20202019
Change
Fav/(unfav)
Equity market capitalisation
$185.495 billion$161.497 billion14.8%
Funds market capitalisation
$6.237 billion$4.966 billion25.6%
Debt market capitalisation
$40.984 billion$35.540 billion15.3%
Total Market Capitalisation
$232.716 billion$202.003 billion15.2%
Primary capital raised
$5.981 billion$7.158 billion(16.4%)
Secondary capital raised
$11.649 billion$11.508 billion1.2%
Total capital raised
$17.630 billion$18.666 billion(5.5%)
Operating Revenue
2020
$000
2019
$000
Change
Fav/(unfav)
Annual listing fees
(net of internal revenue allocation)
9,7159,5321.9%
Primary listing fees
1,1081,0802.6%
Secondary issuance fees
4,3694,2752.2%
Total operating revenue
15,19214,8872.0%
36
Appendix 1: Markets –Secondary Markets
Tasked with driving secondary market development across all markets and managing participant relationships, and delivering on
our contracted service provider offerings
NZX Full Year 2020 Results
Highlights
•Significant engagement with Participants and coordination of supporting market infrastructures during
COVID-19 lockdown period to deliver ongoing market performance
•Record value traded $53.7 billion with record on-market trading activity 63.0%
•Record trades 12.1 million, with significant retail investor participation throughout the year
•The total number of Trading, Clearing, Depository and Sponsor Participants has reduced by 1 since
December 2019. NZX saw the resignation of Deutsche Securities Australia, inline with its global withdrawal
from its equities businesses, and Straits Financial from the Derivatives market, following a loss of their
client. NZX accredited Snowball Effect as a Sponsor Participant.
•BNP Paribas is expected to become a General Clearing Participant in H1-2021
•Trading system upgrade project delayed as result of COVID-19 –expected go live H1-2021, including launch
of NZ DARK
•NZX Clearing consultation on Recovery and Resolution planning continuing
•NZX Depository business continues to grow through increased assets (+37.9%) and transactions (+104.6%)
as BNP clients increase the number of assets held within NZX CSD
•Dairy derivatives –Heads of Agreement with the Singapore Exchange (SGX) in relation to a global
partnership to grow NZX’s dairy derivatives market.
•Energy –successful bid to the Ministry for the Environment to provide a carbon managed auction service in
partnership with the European Energy Exchange (EEX)
Operating revenue
•Participant services revenue relates to increased fees from 1 July 2019
•Securities trading and clearing revenues have been impacted by:
-the total value traded and cleared being 41.8% higher; and
-the fee structure changes on 1 July 2019 (e.g. trading fee cap has been raised and clearing tiers
reduced)
•Dairy derivatives revenue –whilst there was growth in lots traded of 0.5%, this was offset by lower margin
fees due to the reduced OCR rate
•Contractual revenue in line with long term contracts with the Electricity Authority and Fonterra
•Consulting and development revenue is being earned through enhancements to the electricity market
systems, including the market real time pricing project, which is due for completion in 2022. As well as the
current year development of the carbon managed auction service for the Ministry for the Environment
Strategic metrics20202019
Change
Fav/(unfav)
Number of trades12.11 million4.86 million149.1%
Total value traded$53.7 billion$37.8 billion41.8%
Percentage of value on-market63.0%54.3%16.0%
Depository assets under custody$4,790 million$3,473 million37.9%
Dairy derivatives lots traded360,887358,928 0.5%
Number of participants3435 (2.9%)
Operating Revenue
2020
$000
2019
$000
Change
Fav/(unfav)
Participant services revenue
(net of internal revenue allocation)
7386877.4%
Securities trading revenue
5,5323,83144.4%
Securities clearing revenue
8,7466,04544.7%
Dairy derivatives revenue
1,3051,528(14.6%)
Consulting and development revenue
2,1431,061102.0%
Contractual revenue
8,8798,7181.8%
Total operating revenue
27,34321,87025.0%
37
Appendix 1: Markets –Data & Insights
Tasked with growing existing data revenues and turning raw data into insights that supports growth in all markets
NZX Full Year 2020 Results
Highlights
•Recurring revenue increased 8.1%:
•Royalty revenue growth of 5.4% is a mix of professional terminals (increased 3.7%) and
retail terminals (increased 72.4%)
•Licencing growth of 5.7% driven by increase in non-display applications from changing
data usage and ability to capture revenue
•Indices business growth has been driven through an increase of passive assets under
management and additional index data clients
•Connectivity client relationships now under D&I control
•Audit activity continues to be high, driving one off audit and back dated licencing revenue
•Working with S&P to create local ESG indices
Operating revenue
•Royalties from terminals revenue increase relates to higher terminal numbers (mainly retail)
•Subscriptions and licencesrevenue increase is driven by increased license numbers, increased
non-display usage, and renewing client license arrangements post audit.
•
Dairy subscription revenue has been adversely impacted by churn of dairy subscriptions and the
deferral of the 2020 dairy conference
•Indices revenue has been an area of focus to drive increasing market liquidity
•Auditand back dated licencing revenue has remained high due to high levels of audit activity;
activity levels are expected to tail off over the coming years
•Connectivity revenue has increased in line with increased connectivity requirements from both
market participants and data vendors.
•Other revenue included Fundsourcerevenue which was sold on 21 June 2019
Strategic metrics20202019
Change
Fav/(unfav)
Terminal numbers (3 month average)8,720 7,444 17.1%
Licences130 123 5.7%
Proprietary security products subscriptions310 310 0.0%
Dairy data products subscriptions474504 (6.0%)
Operating Earnings
2020
$000
2019
$000
Change
Fav/(unfav)
Royalties from terminals
6,5396,2055.4%
Subscriptions and licences
4,5173,70521.9%
Dairy data subscriptions
607727(16.5%)
Indices
1,04280429.6%
Audit and back dated licences
1,0681,289(17.1%)
Connectivity
2,3732,10512.7%
Other
-99N/A
Total operating revenue
16,14614,9348.1%
38
Appendix 1: Markets
An integrated business that supports the growth of NZ capital markets
NZX Full Year 2020 Results
Operating expenses (continued)
•Personnel costs have increased by more than wage inflation due to 2020 having higher average
FTEs, arising fromthe additional roles noted above. Additionally there is the full year cost impact
from the replacement of the Head of Issuer Relationships.
•Capitalisedlabour levels have been lower with the deferral of the trading system upgrade due to
the COVID-19 lockdown and the focus on increasing trading and clearing system capacity and
maintaining market stability.
•Information technology costs are higher due to:
•Denial of service (DDoS) –third party assistance during the DDoS attacks and increased
ongoing third party support to mitigate the impact of any future DDoS attacks;
•Trading and clearing system costs –impacted by movements in FX rates;
•Energy IT costs –have been using 3rd party specialist support to assist with the
development of the carbon managed auction service for the Ministry for the Environment;
and
•Data & Insights IT costs –increases in software licences associated with the delivery of
customer management data platforms
•Professional fees relate to:
•annual assurance program –including audit fees (e.g. Clearing House annual operations
audit), tax advice; energy audit obligations under Electricity Authority contract (e.g. Energy
Clearing Manager review in the current year);
•stock lending and borrowing costs $7k (2019: $96k) –which vary according to activity
levels (the revenue is recognised in clearing revenue)
•royalty audit fees $813k (2019 $625k) –which are charged as a proportion of the royalty
audit receipts. Royalty audit receipts and audit fees are recognised on a gross basis; and
•Marketing costs –marketing focus has increased for the Issuer Relationship team and includes
increased membership of various industry groups to identify listing pipeline opportunities.
Marketing costs have been lower as a result of the COVID-19 lockdown. Additionally the Singapore
Dairy Conference (Sponsorship is recognised on a gross basis in dairy derivatives revenue) was
deferred in 2020 due to COVID-19
•Other costs -travel costs have been lower as a result of the COVID-19 lockdown
Operating Earnings
2020
$000
2019
$000
Change
Fav/(unfav)
Operating revenue
Issuer Relationships
15,19214,8872.0%
Secondary Markets
27,34321,87025.0%
Data & Insights
16,14614,9348.1%
Total operating revenue
58,68151,69113.5%
Operating expenses
Gross personnel costs
9,7458,310(17.3%)
Less capitalised labour
(396)(321)23.2%
Personnel costs
9,3497,989(17.0%)
Information technology costs
4,6073,512(31.2%)
Professional fees
885834(6.1%)
Marketing
323256(26.2%)
Other expenses
24242543.1%
Capitalised overhead
(153)(126)21.4%
Total operating expenses
15,25312,890(18.3%)
Operating earnings
43,42838,80111.9%
FTEs (at 31 December)
74.7 64.5 (15.8%)
Operating expenses (continued)
•Headcount movements, other than changes in vacancies, include additional roles:
•Issuer Relationships (+2 FTEs) –focused on origination, with active pipeline
development and conversion;
•Energy (+4 FTEs) –to deliver consulting and development revenue including the
electricity market real time pricing project and the carbon managed auction
service; and
•Securities IT (+2 FTEs) –to deliver technology solutions to increase trading and
clearing system capacity and maintaining market stability
39
Appendix 1: Smartshares
This business comprises the SuperLifesuperannuation and KiwiSaverproducts and Smartshares Exchange Traded Funds
NZX Full Year 2020 Results
Highlights
•Continued growth in member numbers / unitholders, positive cash flows (2020: $803m) and Funds
Under Management (FUM) to $5.1b
•First new institutional investor into both managed funds and a separately managed portfolio
•We continue to invest in the Smartshares business for growth and to manage risks including
implementing Bloomberg AIM and BSKT (front and middle office operating system), launched (July
2020) four new ETF funds, setting upstock lending and borrowing services, applying for an Asia Region
Funds Passport, and enhancing Smartshares digital tools
Operating revenue
•FUM based revenue positively impacted by:
•Higher average FUM +20.4% (2020: $4.155b, 2019: $3.451b) over the period which is a
combination of market returns and positive net cash flows; offset by
•fund expense increases associated with new funds, and the segregation and unitisation of
SuperLifeInvest providing access for wholesale clients in mid 2019; partially reduced by
efficiencies from the changed operating model in late 2019 (including changing custodian for
some funds and internalising management of the Cash Funds) and improvements to supplier
arrangements
•Member based revenue has decreased due to a historical pricing provision ($748k) which more than
offset the increase in investor numbers in 2020 of 6.0%
•Other revenue has been impacted negatively by the decrease in OCR and positively by the
commencement of stock lending services
Operating expenses
•Headcount impacted by a lower number of vacancies, with only one vacancy at 31 December 2020
(2019: six), as well as growing sales and customer services resources to support client and FUM growth
•Personnel costs have increased by more than wage inflation due to 2020 having higher average FTEs,
arising from growth in sales and customer services resourcing to support growth. Additionally the full
year cost impact from the strengthening of the leadership team in 2019 (COO and CIO). Partly offset by
a higher level of capitalised labour
•Information Technology costs include the Bloomberg (front and middle office operating system) costs
from Q4-20 onwards
•Professional fees include the costs of investing for growth projects noted in the highlights section
opposite. Professional fees associated with the historical pricing matters are approx. $220k
•Marketing spend was lower during the COVID-19 lockdown period
•Corporate Services provides accommodation, legal, accounting, IT, HR, communications and marketing
support at a no transfer pricing charge
•Otherexpenses include the FMA Levies ($160k) and MBIE costs for lodging Product Disclosure
Statements ($170k)
Strategic metrics20202019
Change
Fav/(unfav)
Net cash flow$803 million $476 million 68.7%
Fund Under Management (external FUM)$5.078 billion$3.968 billion28.0%
Operating Earnings
2020
$000
2019
$000
Change
Fav/(unfav)
Operating revenue
FUM based revenue (net of fund related expenses)
11,8819,97719.1%
Member based revenue
1,2692,373(46.5%)
Other revenue
519531(2.3%)
Total operating revenue (net of fund related expenses)
13,66912,8816.1%
Operating expenses
Gross personnel costs
5,8855,242(12.3%)
Less capitalised labour
(281)(258)8.9%
Personnel costs
5,6044,984(12.4%)
Information technology costs
271118(129.7%)
Professional fees
1,244734(69.5%)
Marketing
4194394.6%
Other expenses
630584(7.9%)
Capitalised overhead
(97)(26)273.1%
Total operating expense (excluding fund related expenses)
8,0716,833(18.1%)
Operating earnings
5,5986,048(7.4%)
FTEs (at 31 December)
52.845.2(16.8%)
40
Appendix 1: Wealth Technologies
This business is a platform that enables advisers and brokers to manage client investments
NZX Full Year 2020 Results
Highlights
•Successfully migrated three new clients in 2020 increasing FUA to $7.2 billion
•Further functionality released into production and expanded resourcing to support growth
Operating revenue
•Administration (FUA based) fees driven by:
•New platform –FUA continues to increase, with FUA from the new clients migrated onto
the platform in 2020; and
•OE (legacy) platform –FUA growth of 23%
•Development fees are specific to customer requirements and deferred income release started
when a customer transitioned
Operating expenses
•Headcount is dependent at any point in time on the levels of:
•platform investment (including migration activity) required for current and future clients;
and
•operational services provided to current clients
•Personnel costs (net of capitalisation) have increased reflecting sales activity, additional
operational staff for new clients and lower levels of annual leave (a COVID-19 lockdown impact)
•Capitalisedlabour at $4.95m (2019: $3.39m) and capitalised overhead being $0.99m (2019:
$0.64m) reflects increased development
•Information Technology cost increases are due to additional data hosting, data feeds and software
licensing costs relating to new clients
•Professional fees include legal advice on contracts with new clients, taxation advice and internal
control reviews (e.g. ISAE 3402 Control Readiness Assessment of the new platform)
•Other expenses include office costs (e.g. electricity, rates, stationery etc), travel, non recoverable
GST. There was a lower level of compliance costs in the current year
Strategic metrics20202019
Change
Fav/(unfav)
Funds Under Administration (FUA)
7.197 billion 2.297 billion 213.4%
Operating Earnings
2020
$000
2019
$000
Change
Fav/(unfav)
Operating revenue
Administration (FUA based) fees
2,0251,54531.1%
Development fees / deferred income release
400148170.3%
Total operating revenue
2,4251,69343.2%
Operating expenses
Gross personnel costs
7,6075,424(40.2%)
Less capitalised labour
(4,952)(3,386)46.2%
Personnel costs
2,6552,038(30.3%)
Information technology costs
701609(15.1%)
Professional fees
169141(19.9%)
Marketing
41N/A
Other expenses
15042164.4%
Capitalised overhead
(990)(637)55.4%
Total operating expenses
2,6892,573(4.5%)
Operating earnings
(264)(880)70.0%
FTEs (at 31 December)
55.745.1(23.5%)
41
Appendix 1: Corporate Services
This function provides Accommodation, finance, HR, legal, IT and communications and marketing support to the business
NZX Full Year 2020 Results
Highlights
•Currently implementing the recommendations laid out by the Capital Markets 2029 report that NZX
has a role to play in
•Continued focus on fitness and automation, for example our Network Transformation project has
delivered a new network, VPN and firewall capabilities
Operating revenue
•Revenue relates to the sublease of spare office space (ceased June 2020) and NZX.com advertising
revenue (ceased May 2020)
Operating expenses
•Headcount changes include additional legal, HR and communications resources to support the
Smartshares and Wealth Technologies businesses. As well as additional project management
resources for energy projects.
•Personnel costs have increased by more than wage inflation due to 2020 having higher average FTEs,
arsing fromadditional legal, HR and communications resources to support the Smartshares and
Wealth Technologies businesses. As well as additional project management resources for energy’s
increased development revenue generating projects. Additionally there is the full year cost impact
from the prior year’s new or extended roles created to drive strategic execution in for example cyber
security
•Capitalisedlabour levels have been lower for the project management team due to the COVID-19
lockdown and the focus on increasing trading and clearing system capacity and maintaining market
stability.
•Corporate IT costs include project costs for theNetwork Transformation to strengthen NZX’s cyber
security, additional license costs to improve resilience of NZX's clearing and settlement system
(BaNCS), and the modification of existing security services plus the implementation of additional
Denial of Service (DDoS) security services
•Professional fees include internal audit fees, annual conflicts and board evaluation reviews.
Additional one off costs relate to the independent external reviews of:
•NZX clearing and settlement system (BaNCS) technical issues arising from significantly
increased trading volumes, messaging, notifications and shareholder balance enquiries; and
•DDoS attacks on the NZX.com website
•Marketing activities (such as the investor relations programme and marketing the exchange business)
were impacted by the COVID-19 lockdown
•Other expenses include premises (other than rent), insurance, directors’ fees, travel, external audit
costs, outsourced payroll system, corporate memberships, and statutory and compliance costs, net of
capitalised overhead
Corporate Services provides accommodation, legal, accounting, IT, HR and communications and marketing support to all
business units and subsidiaries (including the Funds Management and Wealth Technologies businesses). Related costs are
currently not recharged to the commercial business units and subsidiaries
Operating Earnings
2020
$000
2019
$000
Change
Fav/(unfav)
Operating revenue
Sublease revenue
142278(48.9%)
Other revenue
63197(68.0%)
Total operating revenue
205475(56.8%)
Operating expenses
Gross personnel costs
8,8707,935(11.8%)
Less capitalised labour
(292)(310)(5.8%)
Personnel costs
8,5787,625(12.5%)
Information technology costs
3,5342,640(33.9%)
Professional fees
853469(81.9%)
Marketing
30461250.3%
Other expenses
2,6112,461(6.1%)
Capitalised overhead
(116)(122)(4.9%)
Internal allocation to Regulation
(692)(675)2.5%
Total operating expenses
15,07213,010(15.8%)
Operating earnings
(14,867)(12,535)(18.6%)
FTEs (at 31 December)
56.650.9(11.2%)
42
Appendix 1: Regulation (NZ RegCo)
Tasked with performing all of NZX’s frontline regulatory functions, resulting in the structural separation of the Group's
commercial and regulatory roles
NZX Full Year 2020 Results
Highlights
•Finalised structural changes to strengthen NZX’s regulatory operating and governance model, which
now aligns to global best practice. Regulation is structurally separate from NZX's commercial and
operational activities. Governed by a separate board with an independent Chair and the majority of
members independent of the NZX Group. Targeting to operate on a cost-neutral basis
•NZ RegCoprovided market support during COVID-19, includinga number of class relief packages
targeted at issuers and participants
•Release of consultation proposing that PFI be made voluntaryfor listing profiles
•NZ RegCooperating earnings before internal revenue and cost allocations was a loss of $(578)k
(2019: $(969)k). NZ RegCoreceives an internal allocation of:
•revenue –relating to NZ RegCo’sshare, for services provided, of Annual Listing Fees and
Annual Participants Fees; and
•costs –relating to Corporate Services costs i.e. accommodation, legal, accounting, IT, HR
and communications and marketing support
The internal allocations are set at the commencement of the year based on the services
expected to be provided by / to NZ RegCo, and are intended to subsidise NZ RegCoto a achieve
a break even operating result over the medium term. In 2020 NZ RegCoundertook a higher
level of recoverable fee based work than anticipated, resulting in the operating earnings post
internal allocations being $501k (2019: $(70)k).
Operating revenue
•Regulatory services fees (including Issuer Compliance, Participant Compliance and Surveillance)
include revenue for defined services (based on a fee schedule) and revenue for certain enforcement
matters referred to the NZ Markets Disciplinary Tribunal (on a time and materials basis).
Additionally, there is a revenue allocation of Annual Listing Fees, Annual Participants Fees and
internal staff fees from NZX Limited to NZ RegCo.
Operating expenses
•Headcount is lower due to three vacancies at 31 December 2020 (2019: none)
•Personnel costs have remained comparable to the previous year
•Information technology costs include SMARTS surveillance software costs
•Professional fees relate to the legal costs on set up of NZ RegCo
•Other expenses include NZ RegCodirector fees and travel costs
•Internal costs allocations relate to Corporate Services costs i.e. accommodation, legal, accounting, IT,
HR and communications and marketing support
Operating Earnings
2020
$000
2019
$000
Change
Fav/(unfav)
Operating revenue
Issuer compliance services
72752438.7%
Participant compliance services
1571449.0%
Surveillance
79156639.8%
Listing fees & participants services
1,7711,57412.5%
Total operating revenue
3,4462,80822.7%
Operating expenses
Gross personnel costs
1,9082,0165.4%
Less capitalised labour
(4)(13)(69.2%)
Personnel costs
1,9042,0034.9%
Information technology costs
179168(6.5%)
Professional fees
1112(5450.0%)
Marketing
26-N/A
Other expenses
35350.0%
Capitalised overhead
(2)(5)(60.0%)
Internal costs allocation
692675(2.5%)
Total operating expenses
2,9452,878(2.3%)
Operating earnings
501(70)815.7%
FTEs (at 31 December)
17.520.514.6%
43
Appendix 2: Operating Revenue Definitions
NZX Full Year 2020 Results
IssuerRelationships
Annual listing fees paid by NZX’s equity, fund and debtissuers is driven
by the number of listed issuers, andequity, debt and fund market
capitalisations as at 31 Mayeachyear.
Primary listing fees are paid by all issuers at the time oflisting. The
primary driver of this revenue is the numberof new listings and the
value of capitallisted.
Secondary issuance fees are paid by existing issuers whena company
raises additional capital through placements,rights issues, the exercise
of options, dividendreinvestment plans, or subsequent debt issues.
Theprimary driver for this revenue is the number of secondary
issuances and the value of secondary capitalraised.
Data &Insights
Royalties from terminals revenue relate to the provision of capital
markets real time data for display on terminals (retail and
professional).
Subscription and licences revenue relate to the provision of capital
markets data to market participants andstakeholders.
Dairy data subscriptions revenue relate to the sale of dairy data
and analyticalproducts.
Indices revenue relates to the revenue generated on index
licensing in partnership with S&P
Connectivity revenue relates to the provision of connectivity and
access to the NZX operated markets for market participants and
data vendors, which is recognised over the period the service is
provided.
SecondaryMarkets
Participant services revenue is charged to marketparticipants
(broking, clearing and advisory firms) that areaccredited for NZX’s
equity, debt and derivatives market.
Securities trading revenue comes from the execution oftrades on the
equity and debt markets operated by NZX.Trading fees are a variable
fee based on the value of thetrade.
Securities clearing revenue relates to clearing andsettlement
activities, and a range of securities relatedservices such as stock
lending undertaken by NZX’ssubsidiary New Zealand Clearing and
DepositoryCorporation. The largest component is clearing fees,
which are based on the value of settledtransactions.
Dairy derivatives revenue relates to trading, clearing andsettlement
fees for trading NZX dairy futures and options.Fees are largely charged
in USD (reflecting the globalnature of the market) per lottraded.
Contractual and development revenue arises from the operation of:
•New Zealand’s electricity market, under long-term contract from
the Electricity Authority;
•the Fonterra Shareholders’ Market, under a long term contract
from Fonterra; and
•New Zealand’s Emissions Trading Scheme managed auction services,
including implementation services, under a long term contract from
the Ministry for the Environment.
Consulting and development revenue arises on a time and materials
basis.
FundsManagement
Funds under management based revenue relates tovariable Funds
Under Management (FUM) fees, which arenow received net of fund
expenses for all funds. Fundexpenses include a combination of fixed
costs (principallyoutsourced fund accounting and administration
costs, registry feesand audit fees), and variable costs proportionate to
FUM (principally custodian fees, trustee fees, index fees,settlement
costs and third party managerfees).
Member based revenue includes fixed membership
administration fees and other memberservices.
Wealth Technologies
Administration (funds under administration based) feesrelates
to administration fees for the wealth managementplatforms and are
proportionate to Funds UnderAdministration(FUA).
Development fees / deferred income release relatesto
customisation of the wealth management platformspecific to
client requirements.
Regulation
Issuer compliance services revenue arises from time spent by NZ
RegCoreviewing listing and secondary capital raising documents,
requests for listing rule waivers, and other significant issuer
matters.
Participant Compliance services revenue arises fromtime spent by NZ
RegCoreviewingparticipant applications.
Surveillance Recoveries arises fromtime spent by NZ RegCoon
market surveillance activities that are recoverable from market
participants.
44
Contact
MarkPeterson
Chief Executive Officer
mark.peterson@nzx.com
+64 21 390636
GrahamLaw
Chief Financial Officer
graham.law@nzx.com
+64 29 4942223
45
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its related companies is not able to be liable in respect of such representation or statement arising in any way including from any
error or omission. This information should not be relied upon as a substitute for detailed advice from an authorised financial
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Copyright © NZX Limited.
Thank you
---
NZX reports step-change in growth, with further lift in earnings
• Operating earnings up 9.7% to $34.4m
• Record trading levels, with 41.8% increase in value traded to $53.7b
• Revenue growth across Capital Markets, Smartshares, NZX Wealth Technologies
• Net profit after tax (NPAT) was $17.6m, up 20.1%
• FY2021 operating earnings guidance range $31.5m to $35.5m
17 February 2021 –
NZX today announced operating earnings from continuing activities of $34.4 million
for the financial year ended 31 December 2020, up 9.7% on FY2019.
NZX Chair, James Miller, said that – while 2020 presented challenges for many sectors of the economy –
the extraordinary year provided the opportunity for New Zealand’s capital markets to provide essential
capital funding for businesses in need.
“Never before has the value of having access to capital been so evident for New Zealand businesses. We
have also seen the most significant re-engagement with equities as an investment class in the past 30
years.”
The S&P/NZX 50 (Gross) finished the year at 13,092 – up a further 14% on the substantial lift the
previous year. The total market capitalisation of all NZX listed securities across equity, fixed income and
fund asset classes now exceeds $233 billion and sits at 76.6% of New Zealand’s GDP (Gross Domestic
Product).
Mr Miller said: “This has been a year of record activity in our market, and the environment has supported
the growth in NZX’s operating earnings to a new high, slightly above our guidance range”.
The NZX Board has declared a final dividend of 3.1 cents per share to be paid on 26 March 2021,
contributing to a FY2020 dividend of 6.1 cents per share, fully imputed. Together with the strong
appreciation in NZX’s share price, the total shareholder return (TSR) for the year ended 31 December
2020 was 50.3%.
YEAR OF MARKET RECORDS
Chief Executive, Mark Peterson, said global volatility, a low interest rate environment and greater interest
in investing helped push trading volumes to record levels.
The health and vitality of our markets in 2020 is reflected in the 149% increase in the volume traded, and
42% increase in the value traded for the full year to $53.7 billion compared with $37.8 billion the previous
year.
Mr Peterson said there was clear evidence of ongoing strategic progress from removing the fixed-fee
elements of trade fees, improving rules to support price transparency and attracting new Participants and
investors to the NZX.
“This has opened up access to a broader range of investors, lifted on-market activity and delivered
improved liquidity to our exchange. Alongside the increase in value traded across the NZX, we continue
to observe growth in on-market liquidity levels which have now normalised above 60%.”
Revenue growth came from across Capital Markets, Smartshares and NZX Wealth Technologies.
Securities trading and clearing revenues were up strongly, with listing and data revenues also showing
good growth. Higher costs in 2020 were driven by increased spend in technology, alongside investing in
people and capability to support the growth and sales opportunities that are being created.
Net profit after tax for the period (NPAT) was $17.6 million, up 20.1%.
Mr Miller said the year had been “incredibly challenging for the entire capital markets ecosystem. 2020
has also given us pause for thought in how we can improve the way we manage risk and embed the
learnings for the future”.
In particular, NZX has acknowledged the issues that have affected its technology platforms and market
participants in 2020 and recognised the need for further investment in technology to enhance platform
stability and resilience, and deliver other improvements, confirming additional spend on people and
systems in 2021.
Following the release at the end of January of the Market Operator Obligations Targeted Review – NZX
from the Financial Markets Authority (FMA), NZX will work constructively with the FMA to agree an action
plan to address the findings of its review. The plan will include establishment of an industry-wide
ecosystem technology forum to improve engagement and communications on market technology matters.
NZX capital expenditure continues to be focused on NZX Wealth Technologies' core platform and NZX’s
trading system upgrade, together with strengthening our cybersecurity protection.
FOCUS ON CUSTOMERS
Mr Peterson said that while NZX had a strong tail-wind during the year, the results in 2020 had come from
the strategic platform established over the past three years.
He said capital requirements in the wake of COVID-19, and the greater attractiveness of equity funding,
had seen the value of capital raised for the year total $17.6 billion.
The price volatility created by COVID-19 did impact new debt market issuance materially from March
through to July. However, the market came back strongly from August through to December with 12 new
debt securities totalling $2.7 billion issued; $825 million of this was in green bonds.
Mr Peterson said NZX’s sales and marketing focus had been on promoting the market to companies who
may benefit from having access capital or to owners who may want to release capital for other purposes.
The listings from Radius Healthcare, Rua Bioscience, Harmoney, Auckland Real Estate and Rural Land
Company in 2020 highlighted the breadth of businesses seeking capital for growth and the different
pathways to listing. He said NZX would be continuing to intensify the focus around attracting new listings
and supporting current listed companies accessing New Zealand’s equity, debt and funds markets.
Another positive was the proportion of on-market trading, which lifted to 62% of all value traded for the
year. Mr Peterson said: “Greater on-market liquidity assists market efficiency and price discovery and has
provided price improvement for small investors.”
NZX’s Trading System upgrade in 2021 is expected to further assist on-market liquidity with the delivery
of NZX’s mid-point order book pricing.
STRATEGIC PARTNERSHIPS
NZX maintained impetus in 2020 on a global strategy to secure partnerships that offer complementary
capabilities and strengths.
Mr Miller said the formation of a potential global partnership with Singapore Exchange (SGX) to grow
NZX’s dairy derivatives market has the potential to be “an important development for NZX and the wider
dairy sector”. Under the current non-binding Heads of Agreement both exchanges are exploring the listing
of NZX’s suite of dairy derivatives contracts on SGX’s trading and clearing platforms.
As reported at the half year, BNP Paribas is expected to become a General Clearing Participant during
the first half of 2021. “This is a positive signal about the potential in our markets, to have another high-
quality global bank, with a strong regional clearing footprint, strengthening its commitment to assist in
growing New Zealand’s capital markets,” Mr Peterson said.
NZX is also continuing to work in partnership with the European Energy Exchange to develop the
managed auction service for the New Zealand Emissions Trading Scheme (NZ ETS) – one of the
Government’s main tools for meeting domestic and international climate policy targets.
NZX’s Data & Insights business had another year of strong growth with revenue up 8%, coming from both
retail and professional terminal users. Subscription and licence revenue also grew from increased client
data usage. NZX has also had a positive response to the research solution implemented, in partnership
with Smartkarma, specifically to support coverage of small caps.
FINANCIAL SERVICES
Mr Peterson said NZX’s Smartshares business had continued to demonstrate robust growth, with Funds
Under Management increasing to more than $5 billion at year-end – up 28% and exceeding the 2023
strategic goal. Net cash inflows topped $800 million.
“As the market leader in Exchange Traded Funds (ETF), it has been encouraging to see some
institutional investors starting to move into passive investment products through Smartshares ETFs and
unlisted passive products – mirroring global trends.” Key initiatives included the launch of Smartshares
Core Series, with New Zealand's lowest cost fund tracking the S&P/NZX 50, and Select KiwiSaver our
first third-party hosted scheme.
Funds Under Administration with NZX Wealth Technologies (NZXWT) jumped more than 210%, reaching
more than $7 billion.
The successful onboarding of Hobson Wealth Partners, completed in November, added $3 billion and a
total of more than 28,000 portfolios are now being managed through NZXWT’s wealth management
platform. NZX Wealth Technologies is currently engaged with a number of new prospects for project
activity, and expects to see continued growth in 2021.
Mr Peterson said costs were carefully managed during FY2020 and remain a key focus, although the
business continues to invest for growth in target areas – including funds management and NZX Wealth
Technologies businesses to continue to take advantage of new customer opportunities.
SEPARATE REGULATORY MODEL
The new regulatory model for NZX’s listed markets (NZ RegCo) was launched in early December,
completing the structural separation of the Exchange’s commercial and regulatory roles.
Mr Miller said the establishment of NZ RegCo similar to models used by other international exchanges,
was ground-breaking in the 150-year history of New Zealand’s capital markets – in terms of the structure,
governance and the operating model.
FY2021 EARNINGS GUIDANCE
NZX expects full year 2021 operating earnings to be in the range of $31.5 million to $35.5 million, with
guidance subject to market outcomes, particularly with respect to market capitalisation, total capital
raised, secondary market value and derivatives volumes traded, funds under management and
administration growth and technology costs.
Additionally, this guidance assumes no material adverse events, significant one-off expenses, major
accounting adjustments, other unforeseeable circumstances, or future acquisitions or divestments.
ENDS.
For further information, please contact:
Media – David Glendining 027 301 9248
Investors – Graham Law 029 494 2223
About NZX
For more than 150 years we have been creating opportunities for Kiwis to grow their personal wealth and
helping businesses prosper. As New Zealand’s Exchange, we are proud of our record in supporting the
growth and global ambitions of local companies.
NZX operates New Zealand's equity, debt, funds, derivatives and energy markets. To support the growth
of our markets, we provide trading, clearing, settlement, depository and data services for our customers.
We also own Smartshares, New Zealand's only issuer of listed Exchange Traded Funds (ETFs), and
KiwiSaver provider SuperLife. NZX Wealth Technologies is a 100%-owned subsidiary delivering rich
online platform functionality to enable New Zealand investment advisors and providers to efficiently
manage, trade and administer their client's assets. Learn more about us at: www.nzx.com
---
Dear Shareholder,
On behalf of the NZX Board, I am pleased to share with you our 2020 Annual Report and Financial
Results, which were released today and are available to read online here.
Highlights for the year ended 31 December 2020:
Operating earnings of $34.4m, up 9.7%
Record trading levels, with value traded $53.7b, up 41.8%
Revenue growth across Capital Markets, Smartshares, NZX Wealth Technologies
Net profit after tax (NPAT) was $17.6m, up 20.1%
FY2021 operating earnings guidance range $31.5m to $35.5m
The extraordinary year provided the opportunity for New Zealand’s capital markets to demonstrate
resilience and provide essential capital funding for businesses in need. We have reported
encouraging earnings growth.
The S&P/NZX 50 (Gross) finished the year at 13,092 – up a further 14% on the substantial lift the
previous year. The total market capitalisation of all NZX-listed securities across equity, fixed income
and fund asset classes now exceeds $233 billion and sits at 76.6% of New Zealand GDP.
What has been most pleasing is the repositioning of NZX and our strategic direction under Mark
Peterson’s leadership. This has been recognised by the market with strong appreciation in the NZX
share price, and a total shareholder return (TSR) of 50.3% for the year ended 31 December 2020.
I want to thank our shareholders for their patience and support during the early stages of repositioning
the company. This has been a year of record activity in our market, and the environment has
supported the growth in NZX’s operating earnings to a new high of $34.4 million, slightly above our
guidance range.
Revenue growth came from across our three main business areas – Capital Markets with securities
trading and clearing revenues up strongly, along with listing and data revenues. Smartshares has also
achieved solid growth, with Funds Under Management at year-end of more than $5 billion, up 28%,
and – with the successful onboarding of new clients – NZX Wealth Technologies’ Funds Under
Administration reached more than $7 billion. Higher costs in 2020 were driven by increased spend in
technology, alongside investing in people and capability to support the growth and sales opportunities
that are being created.
Continued growth in FY2020 has provided a strong base for FY2021, with operating earnings
expected to be in the range of $31.5 million to $35.5 million.
Your Board has declared a final dividend of 3.1 cents per share (to be paid on 26 March 2021), taking
the FY2020 dividend to 6.1 cents per share, fully imputed.
Note the change to the payment of dividends by direct credit only, if you haven’t already, please
check that your bank account details are up to date.
In 2020 we have also taken some very important steps towards our long-term goal of becoming a
more vibrant and diverse participant in New Zealand’s capital markets ecosystem.
STRATEGIC PARTNERSHIPS
This includes maintaining impetus on a global strategy to secure partnerships that offer
complementary capabilities and strengths. The formation of a potential global partnership with
Singapore Exchange (SGX) to grow NZX’s dairy derivatives market has the potential to be an
important development for NZX and the wider dairy sector. NZX is also continuing to work in
partnership with the European Energy Exchange (EEX) to develop the managed auction service for
the New Zealand Emissions Trading Scheme (NZ ETS) – one of the Government’s main tools for
meeting domestic and international climate policy targets.
FY2021 EARNINGS GUIDANCE
Our momentum continues. NZX expects full year 2021 operating earnings to be in the range of $31.5
million to $35.5 million, with guidance subject to market outcomes, particularly with respect to market
capitalisation, total capital raised, secondary market value and derivatives volumes traded, funds
under management and administration growth and technology costs.
Additionally, this guidance assumes no material adverse events, significant one-off expenses, major
accounting adjustments, other unforeseeable circumstances, or future acquisitions or divestments.
Finally, a special thanks to my Board for the immense workload you have shouldered through this
year. I want to also pay tribute to our team at NZX, and our CEO Mark Peterson for how he has
genuinely cared for our people through these challenging and uncertain times.
James Miller
CHAIR
---
NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599
www.nzx.com
17 February 2021
Nominations for Directors – NZX Limited
NZX will hold its Annual Meeting on 8 April 2021 in Tauranga. Further details will be advised in
the Notice of Annual Meeting in due course.
For the purposes of NZX Listing Rule 2.3.2, NZX advises that the opening date for nominations
for directors is today, Wednesday 17 February 2021. The closing date for nominations of
directors will be Wednesday 3 March 2021.
All nominations must be received by 5.00pm on the closing date.
Nominations may only be made by a shareholder entitled to attend and vote at the Annual
Meeting.
Nominations should be addressed to:
Hamish Macdonald
Company Secretary, NZX Limited
Address: NZX, PO Box 100 555, Auckland 1010
Email: hamish.macdonald@nzx.com
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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