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2020 Annual Report

Annual Report19 March 2021CHIEnergy

REFINING NZ
ANNUAL REPORT 2020

Refining NZ Annual Report 2020

32


Refining NZ Annual Report 2020

DIRECTORS’ STATEMENT

The Directors are pleased to present The New Zealand

Refining Company Limited’s Annual Report and Financial

Statements for the year ended 31 December 2020.

The Annual Report of The Zealand Refining Company

Limited is signed on behalf of the Board by:

CONTENTS

02 Directors’ Statement

04 Highlights and key metrics

06 Chairman’s Statement

10 Chief Executive Officer’s Statement

14 Environmental, Social and

Corporate Governance:

16 Health, Safety and Well-being

18 Environmental

20 Quality and Reliability

22 People

25 Governance at Refining NZ

28 Remuneration Report

34 Board of Directors

35 Corporate Lead Team

36 Bondholder and Shareholder Information

40 Statutory Disclosures

42 Consolidated Financial Statements

96 Independent Auditor’s Report

100 Trend statement

103 Glossary

104 Corporate Directory

S C Allen

Chair

19 March 2021

J B Miller

Chair, ARFC

4

Refining NZ Annual Report 2020Refining NZ Annual Report 2020


5

14.7

RAP THROUGHPUT

(2019 20.8)

1.63

GRM

(2019 5.34)

0

RECORDABLE SAFETY INCIDENTS

(2019 TRCFR* 0.27)

29.9

REFINERY THROUGHPUT

(2019 42.7)

5

RELEASES OUTSIDE OF CONSENT

(2019 1)

HIGHLIGHTS AND

KEY METRICS

SAFE

OPERATIONS

BEST SAFETY PERFORMANCE

ON RECORD

An outstanding operational and

financial response to one of the most

challenging business environments in

the Company’s 60 years of operation.

CIRCA $80M REDUCTION

IN CASH COSTS

STRENGTHENED BALANCE SHEET

AND LOWERED NET DEBT

UNPRECEDENTED COVID-19

DEMAND IMPACTS

EFFECTIVE OPERATIONAL

RESPONSE TO REDUCE VOLUMES

SECOND LOWEST MARGIN IN 25 YEARS

CIRCA $90M FEE FLOOR PAYMENTS

DELIVER TO

CUSTOMER

PLAN

RESET COST

BASE TO CASH

BREAKEVEN AT

FEE FLOOR

$231M

NET DEBT

(2019 $241M)

$34M

CAPITAL EXPENDITURE

(2019 $78M)

0

TIER 1* OR TIER 2* INCIDENTS

(2019 ZERO TIER 1 AND

TIER 2 INCIDENTS)

$161M

OPERATING COST

(2019 $184M)

MBBL

MBBLUSD/BBL

*REFER TO GLOSSARY ON PAGE 103

Refining NZ Annual Report 2020

76


Refining NZ Annual Report 2020

CHAIRMAN’S

STATEMENT

Simon Allen

Chairman

The 2020 year was unique in the Company’s history, with the

COVID-19 pandemic requiring an immediate response to maintain

the Company’s near-term resilience at the same time that structural

refining market changes called for a rethink in long-term strategy.

Your Board has worked closely with

Management and received valuable and

essential support from employees at all levels,

to navigate the challenges presented by these

circumstances. Our combined efforts have

brought the Company to a position in which

short-term viability has been maintained despite

a major shock to both volumes and margins,

and therefore revenues, and in which the

options for strategic change have been clearly

identified and advanced.

In the immediate onset of the COVID-19 pandemic we

acted quickly and decisively, working with our customers to

manage stocks and supply across the country. We agreed

to change the way in which the refinery operated, with the

processing facilities shifting to a rotating basis to enable

the refinery to produce at substantially lower rates to help

balance fuel supply across the country.

The complex changes made necessary during this period

were completed while maintaining an exemplary safety

performance on site – there were no Tier 1 or 2 process

safety events or recordable personal injury incidents during

the year. In an environment that requires constant vigilance

in regard to hazards even during normal times, this is a very

significant achievement by both our employees and our

contractors working on site.

We still have much work to do to ensure that robust

operational and safety performance are maintained,

financial performance is restored, and the long-term shape

and strategy of the Company is agreed and implemented.

Strategic Review

The Board decided in April 2020 to carry out a Strategic

Review to determine the optimal business model

and capital structure for the Company. At the time of

announcement, we were responding to the situation

created by the pandemic, but we were still fundamentally

challenged by structural conditions resulting in low

refining margins globally and oversupply in the Asia-Pacific

region. We were also necessarily conscious of the global

movement towards, and New Zealand’s focus on, reducing

carbon emissions, with the emergence of new challenges

and opportunities expected in the transition to low-carbon

transport fuels over time.

With our very substantial investment in critical

infrastructure and in New Zealand’s only oil refinery,

and with the need to realise full value and deliver more

sustainable returns for shareholders, we considered the

Strategic Review necessary to determine the best future

use of those assets.

The review has enabled the Company to move to a

Simplified Refinery model from January 2021 and to assess

the potential to move to an import terminal model in the

future. The Company’s fuels infrastructure has significant

latent value which could be realised on transition to an

import terminal, with the added benefit of significantly

lowering its carbon emissions profile.




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Refining NZ Annual Report 2020Refining NZ Annual Report 2020


9

strategic experience that will be of great value as we work

through the Strategic Review outcomes and future

growth opportunities for the Company. Lucy will be subject

to re-election at the next Annual Meeting of Refining NZ

shareholders.

Carbon budgets

On 31 January 2021, the Climate Change Commission

released the draft carbon budgets for the next 15 years.

These budgets include significant reductions from the

transport sector and industrial heat processes. The option

of conversion to an import terminal would result in a

significant reduction in the Company’s direct emissions

and, as a result, in New Zealand’s emissions. An import

terminal would be the lowest carbon option for delivering

fuel to the Auckland market.




The Marsden Point site, with Refining NZ’s infrastructure,

presents a range of opportunities for growth as the

New Zealand fuel supply changes in the future. The existing

infrastructure is capable of supporting transition to biofuels

and sustainable aviation fuels (SAF) and has the potential to

expand existing operations to support green fuel imports,

exports, storage, blending and other energy sources.

The Company will continue to engage with Government

and other stakeholders to assess and explore these

opportunities as carbon budgets are finalised and

Government policy required to support achievement of

these budgets is developed.

On behalf of the Board, I would like to thank our people,

our contractors, suppliers, tangata whenua, the local

community, customers, Government, shareholders and

our other stakeholders for their continued support during

these unprecedented times. Your support remains vital to

our success, as we move through this period of change and

build towards a better future.

The Stategic Review process was highly consultative,

given the range of stakeholders involved and the long-

term horizon for decision-making and implementation

that future changes would involve. Our customers have

all expressed a desire for the Company to convert to an

import terminal model. This involves the renegotiation of

complex commercial and contractual matters between the

Company and customers. The potential for disagreement

arising from the Strategic Review is reflected in dispute

notices issued by customers. The Company continues to

work with customers to negotiate long-term arrangements.

Importantly, we have reached in principle agreement with

bp on key commercial terms, including price. Negotiations

with Z Energy and Mobil are on-going. An overview of the

potential import terminal option is included in the FY20

Investor Presentation, available through the Company

website at www.refiningnz.com.

The Board recognises that financial returns to shareholders

have not been satisfactory for some years. We are

committed to delivering on the outcomes of the review, to

realise full value for the Company’s assets and deliver more

sustainable returns ‘through the cycle’ while continuing

to support secure, competitive fuel supply for the country

and a fair and well managed transition for employees and

other Stakeholders. The Board will keep shareholders

informed as the process continues. Ultimately, any decision

to proceed with conversion to an import terminal will

be subject to a vote by the non-customer shareholders

following the circulation to Shareholders of an Independent

Appraisal Report.

Should a proposal to move to an import terminal model be

approved by shareholders we will continue to work with

Government and other stakeholders on a planned transition

to manage the impact of changes on the refinery’s

workforce and the Northland economy.

Financial performance

The Company’s financial results reflected the historically

low level of refining margins in the early months of the year,

compounded by the impact of the COVID-19 pandemic.

Margins remained low throughout the year.

The net loss after tax was $198.3 million, compared with

a $4.2 million profit for the 2019 year. Total revenue was

$245.7 million, compared with $348.4 million in 2019.

This included Fee Floor payments from customers totalling

circa $90 million.

Throughputs at the Refinery and the Refinery to Auckland

Pipeline (RAP) were about 30 per cent lower than for

the prior year - a direct consequence of the COVID-19

pandemic. Land fuel volumes recovered to near normal

levels by the end of the year, while jet fuel volumes

remained weak.

Aside from the impact of lower volumes and refinery

margins, net loss after tax reflected a non-cash impairment

charge of circa $158 million after tax against the value of

the Company’s refining assets, reflecting a decline in the

outlook for refining margins.

We acted quickly to reset the cost base, with a reduction

of circa $80 million in 2020 planned expenditure, to keep

costs within the Fee Floor and thus enable the Company

to operate on a cash neutral basis. We took a range of

measures to strengthen the balance sheet, including the

renegotiation of bank lines and increasing and extending

our bank facilities.

Given the challenging, low-margin environment in which

the Company is operating, the Directors have resolved that

it is prudent to not pay a dividend to shareholders for the

2020 year.

Governance

The COVID-19 pandemic and the Strategic Review

intensified the Company’s governance requirements to a

level well beyond the already busy programme associated

with any ‘normal’ year. This required 57 Board and Sub-

committee meetings through the year. I would like to

acknowledge the efforts of all Board members in this

context. I note, in particular, the commitment of my fellow

Independent Directors in their oversight of the Strategic

Review and the renegotiation of commercial relationships

with our customers during this period.

The Board’s primary focus remains on completing the work

arising from the Strategic Review to enable the Company’s

assets to be valued appropriately and to provide sustainable

returns to shareholders.

The Strategic Review process has been led by the Chief

Executive Officer (CEO), Naomi James, who joined the

Company in April 2020. Naomi was previously Executive

Vice President at Santos Ltd, where she was responsible

for midstream infrastructure assets including oil, gas and

LNG processing facilities.

Paul Zealand served as Managing Director from February

to April 2020, providing a transition between the previous

CEO, Mike Fuge, and Naomi starting in the CEO role.

Mr Zealand’s designation as an Independent Director

was suspended during this period and restored when he

resumed his role on the Board.

As announced in December 2020, Debi Boffa resigned

as a Director pending her transfer to a new role offshore

with her employer, bp. The Board records its thanks for her

outstanding contribution to the Company during her three

years as a Director. Consistent with previous practice, the

Board invited bp to nominate a replacement director and,

following a review of her candidacy, we welcomed Lucy

Nation to the Board. Lucy brings extensive industry and

Refining NZ Annual Report 2020

1110


Refining NZ Annual Report 2020

CHIEF EXECUTIVE

OFFICER’S STATEMENT

The Refining NZ team delivered an outstanding

response to one of the most challenging business

environments in the Company’s 60 years of operation.

Naomi James

Chief Executive Officer

While responding to the immediate impacts of

the COVID-19 pandemic and a structural shift

downward in refining margins, far-reaching

actions were taken to improve the Company’s

financial performance and resilience over both

short and long-term horizons.

Refining margins structurally weak pre-COVID-19

Refining margins were weak at the start of the year

due to a combination of market factors – a substantial

increase in the supply of refined product from larger, low-

cost refineries in the Asia Pacific region and lower than

expected demand growth for transport fuels. High energy,

shipping and labour costs in New Zealand also affected the

Company’s competitiveness relative to other refineries in

the region.

The global drop in demand triggered by COVID-19 and the

expectation of a slow recovery in oil and refined product

demand, particularly for jet fuel, weighed heavily on the

already oversupplied market and placed yet more pressure

on margins.

The average Singapore Complex Margin (SCM) across the

year was negative USD1.65 per barrel (2019: +USD1.02

per barrel). The uplift earned over the SCM was USD3.28

per barrel (2019: USD4.32 per barrel). The reduced uplift

reflects higher crude versus product freight costs and the

impact of the COVID-19 induced rotating operations on the

refinery’s efficiency.

The Gross Refining Margin earned was USD1.63 per

barrel – the second lowest since the 1995 Processing

Agreements came into effect.

Operations adapted for the changed environment

Refinery and pipeline throughputs for the whole year were

circa 30% lower than in 2019. Throughput at the refinery

was 29.8 million barrels (2019: 42.7 million barrels) and on

the RAP 14.7 million barrels (2019: 20.8 million barrels).

Land fuel volumes recovered to just above pre-COVID-19

levels by the end of the year, while jet volumes remained

weak at circa 30-40% of pre-COVID-19 volumes.

The Company worked in partnership with customers to

make significant operational changes, reducing refinery

production and non-essential activity on site. This included

operating the refinery’s processing facilities on a rotating

basis and a full six-week shutdown of the plant in the

middle of the year to help balance fuel supply across

New Zealand.

Health and safety maintained despite

operational changes

The safety of our workplace and the health and wellbeing

of our people are core company values, at the heart of the

on-site culture. To operate the refinery on a rotating basis

and to do so safely, was an outstanding achievement and

a testament to the capability and commitment of

our people.

As we operate one of the country’s highest hazard facilities,

we work within a system of stringent safety policies and

controls. Our Safety Case was approved in 2020 by the

regulator, WorkSafe. Our process safety performance in

the 2020 year was again outstanding, with no Tier 1 or

Tier 2 events recorded for the second successive year.

In addition, there were no recordable personal safety

incidents, with recordable and lost time injury frequency

rates being zero per 200,000 hours worked (2019: 0.13

LTIFR*, 0.27 TRCFR*).

The E Tu Tangata safety culture programme, an employee-

led initiative, was a significant contributor to improved

performance during the year and won the New Zealand

Workplace Health and Safety Engagement Award in

November 2020. E Tu Tangata continues to have a

significant impact on our safety culture. A good example

of this was the establishment of the Manaaki group in

2020, whereby people organised themselves to provide

wellbeing support to colleagues – a critical role during the

disruption caused by COVID-19 and the changes required

for simplification of the refinery.



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Refining NZ Annual Report 2020Refining NZ Annual Report 2020


13

The Fee Floor provided protection against

the impacts of both low margins and reduced

refinery throughputs

The Fee Floor established under Processing Agreements

with the Company’s customers provided protection against

the impact of both low margins and the lower refinery

throughputs. The Fee Floor is a guaranteed minimum

level of income in New Zealand dollars, irrespective of

the number of barrels processed and refining margins,

designed to ensure the Company can continue to operate

through periods of low margins.

2020 was only the second time the Fee Floor has come into

effect for a full year in the 25 years since the Processing

Agreements commenced. Processing fee revenue prior to

Fee Floor payments was $52 million (2019: $242 million).

Refining NZ customers made Fee Floor payments totalling

$90 million, increasing the Gross Refining Margin from

USD1.63 to USD4.40 per barrel.

Refinery to Auckland Pipeline revenue was down

20% because of the lower volumes, partially offset

by higher pipeline fees. Total income for the year was

$245.7 million, down $102.6 million (circa 29%) on the

previous financial year.

Cost base reset to breakeven at the Fee Floor

The Company acted quickly to reset its 2020 cost base to

operate within the Fee Floor, reducing total expenditure

by around $80 million. This required a ‘whole of business’

response and strong financial discipline. Operating costs

were down by circa $35 million, with savings achieved in

electricity, process material, labour and other costs through

changes in operations and by stopping all non-essential

activity on site. Capital expenditure was reduced by circa

$45 million following changes to asset management

strategies and the deferral of the platformer and crude

distillation turnaround into 2021.

The Company took early action to strengthen the balance

sheet by increasing and extending bank lines, providing

significant debt headroom and eliminating material near-

term maturities.

Free cashflow was $11 million for the year (2019: $39

million), which allowed the Company to reduce net debt

to $231 million as at 31 December 2020 (2019: $242

million). This reflected cash neutral operations and

optimisation of the balance sheet through $13 million of

asset sales to fund $5.6 million of restructuring costs from

November 2020 through to early 2021, in preparation for

refinery simplification.

The Company has significant liquidity headroom with cash

and undrawn debt facilities in excess of $100 million,

excluding facilities maturing in the next 12 months. It

remained in compliance with its debt covenants, with

headroom on interest cover ratios expected to increase in

2021 due to the maturing of historical interest rate swaps in

December 2020 and the benefit of lower floating rates.

A Simplified Refinery model provides time to

negotiate with customers

Plans to simplify the refinery operations, making the

business robust to an extended period of low margins,

were finalised in October 2020 as an early outcome of the

Strategic Review. In parallel, the Company engaged with

customers to evaluate a possible future transition to an

import terminal.

The Simplified Refinery model, implemented from January

2021, reduces primary crude intake 18% to circa 34

million barrels per annum in a non-turnaround year, with

refined fuels production similar to the levels at the time

the Processing Agreement came into effect in 1995. The

Company has also ceased bitumen production under

the simplified model. An organisational restructure was

completed at a cost of $5.6 million to reduce the workforce

by around 25%, with circa 90 employees leaving the

Company either through redundancies, retirements or

resignations from November 2020 through to April 2021.

Refining NZ initiated the formation of the Northland

Refinery Transition Working Group, made up of regional

and local Government bodies and local groups, and national

agencies and departments. With this support we undertook

a comprehensive transition support programme including

the provision of workshops on resilience, CV writing and

interview skills training, as well as a Careers Expo at which

our people were introduced to about 20 employers with

job vacancies to fill. Our aim is to have all those who want

to be, in training or new jobs within six months of leaving

Refining NZ and we were about half-way to that point by

the end of the year.

The Simplified Refinery enables us to extend cash neutral

operations into 2021 under a Fee Floor scenario and to fund

the circa $20 million maintenance turnaround of the main

crude distiller and the platformer, deferred from 2020.

This provides time and optionality to progress work on

the potential future conversion to an import terminal

with customers, who have all expressed a desire to

move to that business model.

Significant progress made assessing the import

terminal option

Refining NZ is now well progressed in its assessment

of the import terminal option, with an understanding of

the costs and time involved in a conversion to an import

terminal and Front End Engineering and Design (FEED)

and detailed planning work now underway. The proposed

import terminal system would have annual capacity of circa

three billion litres, supplying the Auckland and Northland

markets which make up circa 40% of the total

New Zealand market.

Refining NZ has been negotiating with each of its

customers, seeking to agree commercial terms which

include a lengthy initial term (10+ years), a combination

of fixed annual access fees and variable throughput fees

linked to actual volumes – targeting total estimated fees

(across all customers) of circa $100 million per annum

during the initial term – and provision for third party access

to unutilised RAP capacity.

Refining NZ has reached in principle agreement with bp on

key commercial terms including price

1

. Reaching in-principle

agreement on key terms with bp is a significant milestone

which now allows Refining NZ to progress preparations

for the required approvals while continuing to negotiate to

reach agreement with our other customers.

Negotiations with Z Energy and Mobil are ongoing,

with Refining NZ focused on agreeing terms which

are acceptable to customers and fair to non-customer

shareholders.

There is a strong commitment from Management and

the Board to realise fair value for shareholders from the

Company’s strategic infrastructure assets while continuing

to support secure, competitive fuel supply to New Zealand.

Ultimately, any decision to proceed with a conversion to

an import terminal will be a decision voted upon by the

non-customer shareholders following an Independent

Appraisal Report.

As with recent simplification changes, Refining NZ is

committed to continuing to work closely with local, regional

and national authorities and agencies to ensure any future

transition is smooth and well managed and the impact to

our employees and the region is minimised.

Outlook

The outlook for refining margins remains challenging in the

near term, with COVID-19 travel restrictions likely to affect

jet fuel demand for some time, and with significant refining

capacity closures required to return refinery utilisation to

more normal levels.

The Simplified Refinery model will ensure that the

Company is robust to an extended period of low margins

and our plan for 2021 focuses on continuing to operate the

refinery safely, completing the maintenance turnaround

(deferred from 2020) and meeting our commitments

to customers under the Processing Agreements, while

operating within the Fee Floor.

The four-week turnaround, starting in late February

2021, includes the first statutory inspection for the CCR

Platformer (Te Mahi Hou Project commissioned in 2015)

and routine inspection and maintenance for the crude

distillation unit and associated plant. During the turnaround,

all other processing units not undergoing maintenance

will be temporarily shut down, with customers importing

refined products. The estimated cost of the turnaround is

circa $20 million, within a total capital budget of circa $50

million for 2021.

I take this opportunity to express my appreciation for the

outstanding commitment and support of the Board, the

management team, customers, contractors and in particular

our employees during a year of unprecedented challenges

for the Company. Our achievements in the 2020 year give

me confidence in the Company’s ability to continue to adapt

and grow towards a sustainable future.

*REFER TO GLOSSARY ON PAGE 103

1

The in principle agreement is non-binding and subject to a number of conditions including Refining NZ reaching agreement with its other customers (Z Energy and Mobil), Refining NZ shareholder

and lender approvals, completion of detailed planning and commercial due diligence, negotiation of a binding Terminal Services Agreement and final approval by the independent directors of

Refining NZ and by bp.

Refining NZ Annual Report 2020

1514


Refining NZ Annual Report 2020

Environmental, Social and

Governance Issues Materiality Matrix

Legend


Significance of Refining NZ’s economic, environmental and social impacts

Influence on stakeholder’s assessments and decisions

Medium

High

High

Governance & Board independence

Training & development

Energy efficiency

Community &

Iwi engagement

Business continuity &

emergency response

Risk

management

Greenhouse gas/

climate change

Contribution to

regional economy

Financial

performance

Personal safety

& wellbeing

Process safety

Quality & reliability

of products

Emissions to air,

water & ground

Culture & diversity

ENVIRONMENTAL,

SOCIAL AND CORPORATE

GOVERNANCE REPORT

Stakeholder engagement

Despite a challenging year, our approach and

commitment to the environment, to society

and to governance remains unchanged. In

our business processes and decision making,

we consider the impact we have on the

community and the environment in which

we operate.

We understand and value the importance of strong

relationships which underpin the ability of our business

to create value – even more so in uncertain and

challenging times. Our wide network of stakeholders

includes investors, customers, employees, suppliers,

neighbours, tangata whenua as well as local and

national Government.

The 2020 year was a uniquely challenging year, with

COVID-19 having a major impact on our business.

The significant fuel demand reduction resulting from

travel and transport restrictions and the consequential

reduction in revenue through weak global refining

margins and lower refinery throughputs, required us

to collaborate with many stakeholders who responded

with considerable support for our business.

We had to act quickly and decisively in response

to COVID-19. A key factor which enabled us to

successfully reset the business at pace, was to provide

absolute clarity to our people (and other stakeholders)

about what mattered most as we navigated these

unprecedented times. We simplified our company

scorecard to three important deliverables for the

year (refer to page 4 of this Annual Report), cascaded

these objectives to stakeholders and provided regular

progress updates throughout the year.

We also agreed with our customers to change the

way we operated the refinery whereby the processing

facilities were operated in different modes to enable the

refinery to produce substantially lower volumes to help

balance fuel supply across New Zealand.

A Strategic Review was initiated in April 2020 with

the views of our customers and the New Zealand

Government important inputs’ in defining what role our

Company could play in delivering secure, competitive

fuel supply to New Zealand over the longer-term.

Material issues

We developed our Environmental, Social and Corporate

Governance (ESG) strategy over the last few years,

with an assessment undertaken in early 2018, in

collaboration with our stakeholders, to identify material

issues. The materiality assessment is represented by

the matrix set out on page 15; noting that this does not

fully reflect more recent changes to our regulatory and

market environment, particularly in relation to climate

change and carbon emissions.

The material topics have been grouped together for

reporting purposes as:

• Health, safety and wellbeing,

• Quality and reliability,

• Environmental, and

• People.

Our ESG report has been prepared in accordance with

Global Reporting Initiative (GRI) standards: Core option.

The GRI reporting index is available on our Company

website at: www.refiningnz.com.

Looking forward – TCFD reporting

In September 2020, the New Zealand Government

confirmed that climate-related financial disclosures will

be mandatory for all publicly listed companies. The

disclosure reporting requirements will be based against

standards to be issued by the External Reporting

Board in line with the Task Force on Climate Change-

related Financial Disclosures (TCFD) recommendations.

Refining NZ is committed to meeting these new

reporting requirements, effective from 2023 at the

earliest, which will require the Company to assess the

risks and opportunities of climate change across four

thematic areas: governance, strategy, risk management,

metrics and targets.

Competitiveness and profitability

Environmental

Health, safety and wellbeing

Quality and Reliability

People

Refining NZ Annual Report 2020

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Refining NZ Annual Report 2020

87

0.272019

0.762018

0.892017

0.512016

00

E TU TANGATA

E Tu Tangata, which calls on our people to

‘stand up’ for safety and wellbeing, won the

Engagement category of the NZ Workplace

Health & Safety Awards for 2020.

E Tu Tangata is a grass-roots initiative in response to the

story of a young family who lost a loved one because of a

workplace accident.

“That tragedy really hit home for everyone here,” said

Health and Safety Advisor, Cory Abraham. “Any parent

knows that you don’t ever want to be burying your child,

and that case made real for us just how important it was

to get our safety culture right.”

The Company engaged Leading Culture to conduct a

comprehensive safety culture survey. The results showed

that there were areas where we could improve including:

diversity, tools, and leadership. We sought improvement in

each of these areas to enhance engagement.

The Company has a diverse workforce, with employees

from more than 12 countries and a variety of ethnicities

working at the Marsden Point site. We recognised that

our practices didn’t reflect that diversity, and this reduced

the effectiveness of our safety messages. In recognition

of this diversity we have incorporated te ao M

-

aori (the

M

-

aori world view) into our safety culture strategy. The

ethos of kotahitanga (unity) has been incorporated into

our communications to bridge cultural barriers and bring

everyone together. We see evidence that this is providing

a much stronger connection for staff than traditional safety

engagement programmes.

In 2019 we developed a new safety inspection system

and introduced Hauora Korero (safety talks) and Hauora

Hikoi (safety walks). The goal was to encourage everyone

on site to be confident and comfortable to have a

safety related conversation, and to record it. We also

encouraged consistent reporting of near misses, hazards,

and interventions, and we strengthened our processes

to learn from near miss events to support continued

good performance.

The responsibility for safety observations shifted. From

this point on it was not the responsibility of a few, but of all

workers. We set ourselves a lofty goal of recording 6,500

Hauora Korero and Hikoi for the 2020 year. At the end of

2020 we had recorded more than 6,800.

The Kaihautu Award recognises those safety leaders who

demonstrate the E Tu Tangata values while at work. People

are nominated and a Kaihautu (leader) is chosen by their

colleagues. The Kaihautu is presented with a carved hoe (a

paddle) to hand down to the next Kaihautu. This award is a

great way to celebrate the achievement of individuals, and

to recognise and build leadership capability.

CASE STUDY

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ENGAGEMENT

The ethos of kotahitanga (unity)

has been incorporated into

our communications to bridge

cultural barriers and bring

everyone together.

0.132019

0.482018

0.132017

0.482016

862019

262018

172017

132016

02019

32018

42017

02016

02019

22018

02017

12016

HEALTH, SAFETY,

AND WELL-BEING

0

TOTAL RECORDABLE CASE FREQUENCY

RATE (TRCFR) (/200,000 HRS)

TIER 1 PROCESS SAFETY INCIDENTS

LONG TERM INJURY FREQUENCY RATE

(LTIFR) (/200,000 HRS)

Safety is a core value for Refining NZ.

Our commitment is: “Everyone Safely

Home Every Day”.

Despite the extensive operational changes we needed

to make in response to the COVID-19 pandemic our

safety performance has continued to improve. In

2020, the Refining NZ team delivered the best safety

performance on record, with no Tier 1 or Tier 2 process

safety incidents and no recordable injuries.

The impact of the pandemic on demand for transport

fuels required the Company to make significant

operational changes, working in partnership with

customers to reduce refinery production. The refinery

continued to operate through the national and regional

lockdowns, with essential staff remaining on site

with additional protections in place and other staff

working from home. Processing units were operated

in rotating mode, starting and stopping in turn, with

the entire plant temporarily shut down for six weeks in

order to help balance fuel supply across New Zealand.

This mode of operating the refinery was unique, and

to do so safely – with no process safety incidents or

recordable cases, was an outstanding achievement.



The approval by WorkSafe of our Safety Case in early

2020 marked a significant milestone for our business

and our safety journey. The Safety Case details the

hazards that, left unchecked, could result in major

incidents; along with the measures used to prevent

such incidents occurring and the emergency response

systems to reduce consequences should an incident

occur. We are proud of our team and the work that has

gone into developing the safety case, which further

strengthens the effectiveness of personal and process

safety management at Refining NZ.

WorkSafe’s first inspection of the operating Safety Case

was completed during the year and we are updating

the Safety Case as we transition to the Simplified

Refinery operating model whilst continuing to progress

identified risk reduction projects.

Underpinning the safety initiatives and structures

are our Hauora Hikoi (Safety Walks) and Hauora

Korero (Safety Talks), which are undertaken by people

across the business. We intend to further develop this

programme in 2021 to encourage deeper site-wide

engagement. Safety champions under the auspices

of our E Tu Tangata programme (see case study)

participated in workshops to help ensure the safe

completion of the four-week maintenance turnaround

that commenced in February 2021.

0

TIER 2 PROCESS SAFETY INCIDENTS

NUMBER OF EMERGENCY EXERCISES

(INTERNAL AND EXTERNAL)

Refining NZ Annual Report 2020

1918


Refining NZ Annual Report 2020

ENVIRONMENTAL

2020 was a milestone

year for Refining NZ’s

environmental management.

In April the Government approved a process

to bring the Company into the New Zealand

Emissions Trading Scheme (NZ ETS), as an

Emissions Intensive Trade Exposed (EITE)

business with an industrial allocation of

carbon units, after its Negotiated Greenhouse

Agreement (NGA) expires in January 2023.

We were the first company to enter into an NGA with the

Crown in 2003 and investments made by the Company

in major capital projects and careful management, has

enabled Refining NZ to reduce energy consumption and

emissions over the past 20 years.

In 2020, as a result of COVID-19, Refining NZ had to reduce

production through operating the refinery in rotating mode,

to help balance fuel supply across the country. As a result,

our total carbon emissions (scope 1 and 2) were down

circa 28% on 2019. However, this mode of operating the

plant was less efficient, increasing both the intensity of

our emissions (per tonne of refined product produced)

and our fuel losses through flaring. Refining NZ had good

environmental performance during cyclic operations

and hot-standby, with action taken to address minor

environmental non-conformances.

The Company transitioned to a simplified refinery from

January 2021. It is expected that, due to higher production

levels, total CO

2

emissions will be higher than 2020, but

remain below the 2019 level.

In 2020 we made significant progress with our renewal

application for the Marsden Point site resource consent,

working towards approval from the Northland Regional

Council in 2021, ahead of the existing consents expiring

in mid-2022.

Expert assessments obtained as part of the consenting

process noted that, based on the last five years of data, the

effects of Refining NZ activities on the environment have in

general been less than minor.

The effects of Refining NZ’s discharges to the harbour

were less than minor to negligible. This is due to continual

improvement of our environmental protection systems on

site as part of our ISO 14001 Environmental Management

Systems Certification. The marine life growing on the

Refinery jetty, which is exposed directly to our wastewater

discharge, was found to be of high ecological value and is

similar to that found in the Reotahi marine reserve located

directly opposite the refinery.

The nearby Mair Bank sand-based marine population is

healthy, although some shellfish numbers have diminished

in recent years. Experts do not consider that this is related

to refinery operations, however, the Company is committed

to working with the Regional Council, Tangata Whenua

and other agencies to investigate and improve shellfish

populations on the sand banks near the entrance to the

Whangarei harbour.

The business continues to actively protect and maintain the

resident population of threatened New Zealand Dotterel.

These endangered birds’ nest at the refinery site and it

is thanks to the high level of predator control and other

environmental measures that these birds choose to breed

at the Marsden Point site.

848,621

DIRECT CO

2

EMISSION (SCOPE 1) (T CO

2

)

1,080,0412019

972,0182018

1,045,5952017

1,054,3512016

5

RELEASES OUTSIDE CONSENT

12019

52018

42017

52016

56,100

INDIRECT CO

2

EMISSION (SCOPE 2) (T CO

2

)

177,1322019

162,7532018

175,7882017

174,2522016

218.4

DIRECT CO

2

EMISSION INTENSITY (KG CO

2

/T OF PRODUCT)

206.12019

195.92018

199.42017

205.12016

0 .17

FLARE (AMOUNT OF FLARE AS MASS % OF FEEDSTOCK)

0.022019

0.052018

0.022017

0.092016

INDICATORUNIT20162017201820192020

Total Fuel UsagePetajoule14.114.213.214.311.2

Ex-Crude (refinery produced fuel)Petajoule11.511.49.810.78.8

Natural gasPetajoule2.62.83.43.52.4

Electricity UsagePetajoule1.211.221.141.230.92

Water UsageMillion Tonnes1.681.71.651.681.49

Sulphur Dioxide EmissionsTonnes4,3323,6953,4044,3293,345

Refining NZ Annual Report 2020

2120


Refining NZ Annual Report 2020

QUALITY AND

RELIABILITY

INDICATORUNIT20162017201820192020

Throughput Refinerymillion barrels42.741.740.442.729.8

Throughput RAPmillion barrels20.019.821.020.814.7

Operational availability%96.998.090.799.798.2

Unplanned Refinery downtime%0.80.60.81.623.2

Unplanned RAP downtime%0.94.61.30.94.8

0.8B LITRES

1.9B LITRES

1.4B LITRES

JET FUEL PRODUCED (BILLION LITRES)

DIESEL PRODUCED (BILLION LITRES)

PETROL PRODUCED (BILLION LITRES)

(2019 1.7B LITRES)

(2019 2.3B LITRES)

(2019 1.9B LITRES)

Crude oil bought by our customers is shipped to our

deep-water port at Marsden Point, near Whangarei,

for refining into high-quality transport fuels. As a toll

refiner, we process a range of crude oils imported

from offshore markets to produce premium and

regular petrol, diesel, jet fuel and fuel oils for our three

customers, bp Oil New Zealand Limited, Mobil Oil

New Zealand Limited and Z Energy Limited. Around

58 per cent of the Company’s fuel production travels

via a purpose-built 170-kilometre pipeline (the Refinery

to Auckland Pipeline, or RAP) to Wiri in South Auckland

for storage and distribution by road. The balance is

distributed by our customers via truck around Northland

and by coastal tanker to destinations throughout

New Zealand.

The reliability of our refinery and the high quality of our

fuel products are essential to the resilient supply of

fuel products. The significant fuel demand reduction

resulting from travel and transport restrictions in

response to COVID-19, required the Company to

collaborate with customers to reduce refinery production

and help balance fuel stocks across the country. This

change is reflected in much higher downtime for the

refinery and pipeline in 2020, and lower throughputs.

Through the first nation-wide lockdown in March/April

2020 we had to find ways to reduce our production to

half of normal rates almost overnight and to minimise

jet fuel production. Jet fuel would, in normal times, be

around 30 per cent of what we make. We were able

to reduce that to much lower levels by increasing the

percentage of diesel make which, importantly, avoided

the need for our customers to export jet fuel at much

lower prices.

The reliability of our refinery

and the high quality of our fuel

products are essential to the

resilient supply of fuel products.

Refining NZ Annual Report 2020

2322


Refining NZ Annual Report 2020

PEOPLE

They set the plant up to safely run in the

unprecedented alternating operating mode,

shouldered their responsibilities as essential

workers during lockdown and helped the

refinery remain viable through a significant

cost reduction program and by taking leave

during the six-week plant shutdown in

July-August 2020. The team showed

dedication and resilience throughout

these challenging times.

The wage subsidy received from the New Zealand

Government ensured the Company was able to

maintain the employment of all of our people through

this period before transitioning to a simplified refinery

at the end of 2020. Contractor numbers reduced

year-on-year reflecting the stopping of all non-essential

work during 2020.

We celebrated the achievements of our workforce at

the close of 2020 with awards based on our Company

values: Safety and Wellbeing, Leadership, Integrity,

Respect, Honesty and Winning Together. Our Most

Valuable Player award celebrated the person who most

embodied all our values. This year Cory Abraham, who

has been instrumental in leading E Tu Tangata and

supporting the improvement of the site’s safety record

was the deserving recipient.

To obtain direct feedback during the transition to a

simplified refinery, we launched a pulse survey in

late 2020 called “Our Voice”. The survey focusses on

safety and wellbeing, simplification, communication,

leadership, accountability, development, energy and

values and will continue regularly through 2021 so that

we can continue to support our staff as our business

goes through change.

344

NUMBER OF STAFF

(2019 412)

105

(2019 251)

NUMBER OF CONTRACTORS

TRANSITION SUPPORT

One of the most challenging aspects of 2020

was the decision to disestablish circa 90

1

roles

and farewell colleagues from the Company in

order to simplify refinery operations enabling

the Company to run cash breakeven at the Fee

Floor in 2021 and fund the $20 million planned

maintenance turnaround in quarter one.

Our Corporate Lead Team made commitments about the

way the restructure would be undertaken:

• Treating everyone with respect and with dignity,

• Support would be made available to prepare those

directly affected by the change for life away from the

refinery, and

• To help everyone leaving the Company who wanted,

to find new jobs or be in training within six months of

leaving the Company.

The Corporate Lead Team chose to do this because it

aligned with our company values and was the right thing to

do, in recognition of the years of service and energy that

each person had given to the Company.

The Company partnered with local support providers

including the Ministry of Social Development, which helped

employees write CV’s and master interviewing skills;

Whangarei Budgeting Services, which ran workshops

on how best to manage redundancy payouts and other

financial considerations and Vitae, boosted its presence

onsite as part of our continued Employee Assistance

Programme.

The Manaaki group was also established as part of E Tu

Tangata to support mental health and wellbeing. Manaaki

was provided with training in psychological first aid,

learning some of the key elements in this process – Look,

Listen and Link - supporting our people and leaders through

the change.

Alongside their face-to-face awhi (support) being available

for a korero (chat) or deeper support as needed, Refining

NZ provided online resources and information on Wellbeing

Boards placed around the site.

The Company later reached out to local and national

business partners and invited them to join us in a Careers

Expo, so that they could look to recruit from the pool of

talented Refining NZ employees who were soon to leave.

We had 20 businesses and other organisations join us for

the Expo. By the year’s end, around half of those looking

for employment had found new opportunities beyond

Refining NZ.

CASE STUDY

Our people rose to the challenges of 2020

against the background of the COVID-19 crisis.

1

Actual headcount released through redundancy, retirement or resignation.

Refining NZ Annual Report 2020

2524


Refining NZ Annual Report 2020

GOVERNANCE

AT REFINING NZ

Our Corporate Governance

framework sets out our Board’s

practices and processes to

provide accountability to

shareholders for Refining NZ’s

actions and performance.

The New Zealand Refining Company Limited

(“the Company’, “Refining NZ”) operates in

New Zealand and is listed on the NZX’s Main Board.

It is subject to regulatory control and monitoring

by both the NZX and the Financial Markets

Authority (“FMA”).

While this section of the Annual Report provides

information on our corporate governance,

Refining NZ’s full governance statement, including

detailed reporting against the NZX Corporate

Governance Code, together with our governance

policies can be viewed on the ”Investor Centre”

section of our website: www.refiningnz.com.

The website makes available the following

governance documents:








Constitution

Board and Committee Governance

• Board Charter

• Audit, Risk and Finance Committee Charter

• Health, Safety, Environment and Operations

Committee Charter

• Independent Directors Committee Charter

• People, Nominations and Remuneration

Committee Charter

Policies

• Auditor Independence Policy Statement

• Code of Conduct

• Continuous Disclosure Policy

• Director and Executive Remuneration Policy

• Diversity and Inclusion Policy

• Health & Safety, Environment and Quality Policy

• Securities Trading Policy

• Takeovers Policy

• Whistleblowing Policy

The Board considers that it has followed the

recommendations in the NZX Code during the financial

year ending 31 December 2020. The Company’s

Governance Statement was last approved by the Board

on 16 February 2021 and is current as at that date.

People and Diversity

20202019

BOARD

CORPORATE

LEAD TEAMWORKFORCEBOARD

CORPORATE

LEAD TEAMWORKFORCE

NO.%NO.%NO.%NO.%NO.%NO.%

GENDER

Male571%457%28083%571%787%32681%

Female229%343%5717%229%113%7819%

ETHNICITY

NZ European/Pakeha571%571%19357%571%450%23157%

Other European229%229%5817%229%337%6215%

Maori & NZ European - - - - 227% - - - - 277%

Maori - - - - 227% - - - - 256%

Asian - - - - 103% - - - - 123%

Other* - - - - 329% - - 1 13%4712%

NATIONALITY

New Zealand - - - - 27177% - - - - 31876%

United Kingdom - - - - 144% - - - - 154%

Australia - - - - 134% - - - - 154%

South Africa - - - - 123% - - - - 133%

Other - - - - 257% - - - - 368%

Information not provided - - - - 165% - - - - 225%

AGE

Under 30 - - - - 237% - - - - 307%

30 to 50343%457%19357%343%113%23258%

over 50457%343%12136%457%787%14235%

* Other includes Maori & Other Ethnicity, Pacific Islander, Pacific Islander & Other Ethnicity, African, Indian, Middle Easterner, Pakistani, Sri Lankan, South American, North American, Information

not provided.

Diversity and Inclusion

Diversity and inclusion are important aspects of our culture.

We value diverse backgrounds and experience as a source

of strength, particularly in robust decision making. Equally,

we recognise that we must be adaptable and continue to

develop ways to successfully connect with, and capture the

benefits of, our diverse workforce in an impactful way. Our

award winning E Tu Tangata programme (refer to page 17)

is an example of a new initiative founded on the strength of

this diversity.

In 2020 we saw a significant shift in the the gender balance

of the Corporate Leadership team. We continue to focus

on the development of our women leaders, with on-the-

job experience a key element in supporting them into

larger more complex roles. Several of our women leaders

participated in the 2020 Strategic Review, which provided

them with an opportunity to develop their commercial and

strategic skills. As a result of that experience, they have

now been appointed into more senior leadership positions

within our organisation

26

Refining NZ Annual Report 2020Refining NZ Annual Report 2020


27

Meeting attendance

The challenges of a weak global oil market exacerbated

by COVID-19, as well as the undertaking of a significant

Strategic Review, required additional Board and sub-

committee meetings to be held in 2020. In addition to the

normal meeting schedule, 35 additional Board and sub-

committee meetings were convened, to average at least

one meeting every week. Director attendances at Board

and sub-committee meetings during 2020 were as follows:

Responsibilities of the Board and its Committees

The Board is responsible for setting the Company’s

strategic direction and for providing oversight of the

management of the Company, with the aim of increasing

shareholder value and ensuring the obligations of the

Company are properly met. The Board is accountable to

shareholders for the performance of the Company, with

day-to-day management of the Company delegated to the

Chief Executive Officer.

The Board uses committees to address certain issues

that require detailed consideration by members of the

Board who have specialist knowledge and experience.

The Board retains ultimate responsibility for the functions

of its committees and determines their responsibilities.

There are four Board Committees:

• the Audit, Risk and Finance Committee comprising four

members, of which three are Independent Directors;

• the People, Nominations and Remuneration Committee

comprising five members, of which four are Independent

Directors;

• the Independent Directors Committee comprising all

four Independent Directors; and

• the Health, Safety, Environment and Operations

Committee comprising all Directors.

The respective roles of the Board, its Committees and

Management (the Corporate Lead Team) are set out in the

Board’s and relevant Committees’ Charters.

The Directors, the Board and all Committees annually

evaluate their own performance, processes and procedures

to ensure that they are appropriate to assist the Board in

effectively fulfilling its role and meeting its duties.

Independence of Directors

The Board currently consists of seven Directors:

• Simon Allen (the Chair), James Miller, Vanessa Stoddart

and Paul Zealand are Independent Directors.

• Riccardo Cavallo, Lindis Jones and Lucy Nation are not

Independent.

The Chairman is an Independent Director, responsible for

representing the Board to shareholders.

Independence is assessed according to the NZX Main

Board Listing Rules criteria. Major shareholders (bp,

ExxonMobil and Z Energy) do not have a constitutional right

to appoint Directors, however there has been a practice of

inviting those three major shareholders to each nominate a

director for consideration for appointment by the Board.

The three largest shareholders of the Company are also

major customers, either directly or through wholly owned

subsidiaries, and have representation on the Board which

could lead to a conflict of interest. Clause 8.16.1 of the

Constitution allows for the Independent Directors to act

as the Board in respect of matters that pose a conflict

of interest if raised at the full Board. The role of the

Independent Directors is:

• to act as the Board in relation to those matters to be

decided by the Board in which all of the other Directors

have an interest which disqualifies them from forming

part of the quorum and voting; and

• to act as a Committee of the Board to deal with matters

delegated or referred to it by the Board or Management,

including ensuring that issues concerning the major

customers, and in particular any conflicts of interest, are

dealt with in a transparent manner for the benefit of the

Company as a whole.

BOARD

MEETING*

AUDIT, RISK

AND FINANCE

COMMITTEE

PEOPLE,

NOMINATIONS

AND

REMUNERATION

COMMITTEE

INDEPENDENT

DIRECTORS

COMMITTEE

HEALTH, SAFETY,

ENVIRONMENT

AND OPERATIONS

COMMITTEESITE WALKS

S C AllenIndependent Chair24/246/67/715/155/54

D C Boffa

1

Non-independent24/241/16/7-5/53

R CavalloNon-independent24/241/1--5/52

N L JonesNon-independent24/246/6--5/53

J B MillerIndependent24/246/67/715/155/53

V C M StoddartIndependent23/241/17/715/155/53

P A ZealandIndependent24/24 (**6)5/5 (**2)7/7 (**1)15/15 (**3)5/5 (**1)4

* includes April 2020 Annual Shareholders’ Meeting

** denotes number of meetings attended as Managing Director

1

Ms. Boffa resigned as a Director of Refining NZ effective from 1 February 2021. The Board appointed Ms. Lucy Nation, bp’s Vice President of Regions, Cities and Solutions for Asia Pacific, to fill

the casual vacancy and she will be considered for election at the next Annual Meeting of Refining NZ shareholders.

Refining NZ Annual Report 2020

2928


Refining NZ Annual Report 2020

REMUNERATION

REPORT

Director and Corporate Lead Team Remuneration

The Company has adopted a Director and Executive

Remuneration Policy for remuneration of the Board

and Corporate Lead Team. Refining NZ’s remuneration

framework and policies are overseen by the People,

Nominations and Remuneration Committee in accordance

with the People, Nominations and Remuneration

Committee Charter.

Remuneration

Refining NZ aims to attract and retain appropriately qualified

and experienced individuals. Refining NZ applies a fair and

equitable approach to remuneration and reward practices,

taking into account internal and external relativities

balanced against the commercial environment.

The Board will take independent advice and establish

market rates and medians against New Zealand businesses

of comparable size and complexity, having regard to

industry specific and generic roles. Individual performance,

company performance and market relativity are key

considerations in setting remuneration levels.






Directors’ Remuneration

The Board determines the level of remuneration paid to

Directors within the amounts approved by shareholders

(that is, from the approved collective pool). The current

approved fee pool limit is $900,000 and was approved by

shareholders at the Annual Shareholders’ Meeting in April

2018. Directors’ remuneration is set at a level to remain

comparable with other companies in New Zealand, taking

into account the expertise, skills and responsibilities of

Directors. The Directors of subsidiary companies (refer to

page 40) are not remunerated in that position.

In February 2020 the Board reviewed Directors’ Fees,

based on a market benchmarking report prepared by Ernst

and Young Limited (EY). Based on the market positioning,

EY recommended that Board Members receive an increase

in their fees for director and committee roles to bring

remuneration into line with companies of a similar size,

scope and complexity. The Board considered EY’s analysis

and determined that even with the significant workload

of the Board, an increase in directors’ fees was not

appropriate for the 2020 financial year given the Company’s

financial performance. Directors fees were last increased

in 2018.

The remuneration and other benefits, excluding

reimbursements, received by the individual Directors of the

Company during the 2020 financial year were as follows:

Refining NZ aims to attract and

retain appropriately qualified

and experienced individuals

APPOINTEDBOARD FEES

AUDIT, RISK

AND FINANCE

COMMITTEE

FEES

PEOPLE,

NOMINATIONS

AND

REMUNERATION

COMMITTEE

INDEPENDENT

DIRECTORS

COMMITTEE

FEES

HEALTH, SAFETY,

ENVIRONMENT

AND

OPERATIONS

COMMITTEE FEETOTAL FEES

S C AllenIndependent Chair4 Dec 2014180,000----180,000

D C Boffa Non-independent23 Aug 201775,000-5,000--80,000

R CavalloNon-independent12 Apr 201775,000----75,000

N L JonesNon-independent19 Mar 201875,00012,500---87,500

J B MillerIndependent1 Nov 201875,00030,0005,00020,000-130,000

V C M StoddartIndependent20 May 201375,000-20,00020,000-115,000

P A ZealandIndependent29 Aug 201675,0009,3755,00015,0007,500111,875

The Directors do not participate in any profit-based incentive system. No Director of the Company has received, or become

entitled to receive, a benefit (other than a benefit included in the total emoluments received or due and receivable by

Directors shown in this report), including shares, remuneration paid by subsidiary company or other payments from services

provided (including Directors and Officers insurance cover). The Chairman does not receive additional fees for being on a

Committee. No loans have been made to Directors.

30

Refining NZ Annual Report 2020Refining NZ Annual Report 2020


31

Chief Executive Remuneration

Mike Fuge’s resignation as Chief Executive Officer was

effective from 21 February 2020. To cover the transition

until Naomi James’ commencement as Chief Executive

Officer, Independent Director Paul Zealand was appointed

Managing Director effective 1 February 2020 (for the time

of the appointment Paul ceased to be an Independent

Director for the purposes of the NZX Listing Rules).

Remuneration payments made to Mike Fuge and Paul

Zealand in their capacity as Chief Executive Officer and

Managing Director (respectively) are set out in the

five-year summary – Chief Executive Remuneration table

on page 31.

Naomi James commenced her employment as Chief

Executive Officer on 6 April 2020. Naomi James’s total

remuneration package includes:

• a base salary of $995,000 per annum; and

• a short-term performance incentive (STI) payment

based on achievement of agreed key performance

indicators (KPI’s). The STI is an incentive with an “on

target” incentive of 45% of base salary per plan year,

with the potential for this to increase to 65% depending

on performance. Short term incentive payments are

deemed “at risk” payments designed to motivate and

reward performance in the financial year. The STI is paid

in the year following the performance period; and

• a long-term incentive plan (LTI) in the form of:

-a grant of initial performance rights (in the form of

shares in the Company) equivalent to one year’s

base salary ($995,000) that will vest on 6 April 2024

(being the fourth


anniversary of Naomi James’

commencement as CEO) subject to the achievement

of a minimum “on target” performance against annual

controllable KPI’s during the vesting period; and

-performance rights equivalent to 25% of base salary

on the first anniversary of the commencement

date, 25% on the 2nd anniversary and 50% on each

successive anniversary, with each tranche having a

three year vesting period with a further year to vest.

The Chief Executive Officer’s entitlement is capped at

$6 million; and

• other benefits including Kiwisaver and a relocation

allowance.

The total remuneration paid to Naomi James from 6 April

2020 to 31 December 2020 was $1,026,000 and comprised

the following components:

• fixed remuneration – base salary of $772,633

(annualised $995,000 per annum);

• initial retention performance rights on commencement

equivalent to 100% of base salary (noted above);

(2020 cost recognised, $206,000) and

• other benefits of $46,500.

Given the Company’s financial performance, Naomi

James’ short-term incentive in respect of the 2020

performance year was not paid in cash. However the

Board has approved the issue of performance rights in

2021 with a two year retention in recognition of the Chief

Executive Officer’s outstanding contribution in the 2020

year as the Company navigates its strategic future and to

further incentivise the CEO through the implementation

of the Strategic Review outcomes in coming years. These

performance rights (equivalent to $540,000) are due to be

granted in March 2021 and accounted for the in the 2021

financial year.

The Chief Executive Officer’s KPIs, with respect to the

short-term incentive, agreed for the 2020 financial year

relate to:

KPI CATEGORY

Delivery against the Company scorecard (HSE, deliver

to customer plan and cash neutral at the Fee Floor)50

Completion of the Strategic Review and creation of a

pathway to future shareholder value50

Five-year summary – Chief Executive Remuneration

FINANCIAL

YEARCEO

BASE

SALARY

$000

OTHER

$000

SUBTOTAL

$000

PAY FOR

PERFORMANCE

$000

(KPI BASED)

INITIAL

PERFORMANCE

RIGHTS

(STI)

$000

(DISCRETIONARY)

STI

AGAINST

MAXIMUM %

TOTAL

REMUNERATION

$000

FY2020Naomi James77347820-206--1,026

FY2020Paul Zealand187-187----187

FY2020Mike Fuge1304134----134

FY2019Mike Fuge90032932----932

FY2018Mike Fuge31661377165--81542

FY2018Sjoerd Post 70537742300-300981,342

FY2017Sjoerd Post982451,027405-15094 1,582

FY2016Sjoerd Post95841999540--931,539

For the purposes of historical comparison, set out below is a five-year summary of remuneration (including the components

of the total remuneration) paid to the Chief Executive Officer during each of the past five years.

32

Refining NZ Annual Report 2020Refining NZ Annual Report 2020


33

Impact of COVID-19

COVID-19 provided a unique set of circumstances that

required the Company to quickly respond to. The significant

fuel demand reduction resulting from travel and transport

restrictions and the consequential reduction in revenue

through weak global refining margins required the Company

to make significant operational changes by reducing refinery

production and non-essential activity on site. This included

operating the refinery’s processing facilities on a rotating

basis to enable the refinery to produce at substantially

lower rates, as well as a full six-week shutdown of the plant

in the middle of the year to help balance fuel supply across

New Zealand.

A significant number of our staff supported the business

by taking annual leave during the six-week shutdown

- a testament to the commitment of our people as the

Company navigated the challenges of COVID-19. The

$5.1 million received from the Government as a COVID-19

wage subsidy ensured that the Group could maintain the

employment of all of our people through to the end of the

third quarter, when we started to see a recovery in land

transport fuel demand reflecting the lifting of COVID-19

travel restrictions following the imposition of Auckland’s

COVID-19 Level 3 lockdown.

No market increases awarded

The Corporate Lead Team and employees with Individual

Employment Agreements (IEAs) are remunerated

with a mix of base salary and benefits, and short-term

performance incentives. The determination of fixed

remuneration is based on responsibilities, individual

performance and experience, and market data. As a result

of the financial performance of the business, no market

increases were awarded to staff during 2020.

Short term incentives cancelled

Given the Company’s financial performance, the short-term

incentive plan for employees and Corporate Lead Team

members on IEAs was cancelled in 2020 and replaced

with a nominal, target payment of $500 per employee,

based on achievement of scorecard outcomes (rather than

the “normal” percentage of salary award). While making

this change in recognition of the Company’s financial

performance, the Board considered that it was important to

maintain a focus on the achievement of the 2020 business

imperatives, which included:

• Maintaining safe operations;

• Delivering on our customer commitments; and

• Operating cash neutral at the Fee Floor.

The 2020 business imperatives were fully met, and the

$500 award was paid in February 2021, with employees

able to choose whether to receive the reward personally or

to donate the money to an identified charity.

Staff retention through Strategic Review

Following the Strategic Review undertaken in 2020, the

Company announced that it would implement a Simplified

Refinery, effective from January 2021, while continuing to

evaluate a possible future staged transition to an import

terminal. As a result of the implementation of the Simplified

Refinery, a number of employees left the business in late

2020, with employee numbers reducing from 412 at

1 January 2020 to 344 at 31 December 2020. An additional

45 people will leave the business in early 2021.

Management Performance Rights

To recognise and reward performance in 2020 and retain

and incentivise key members of Management through the

implementation of Strategic Review outcomes in coming

years, the Board has approved a one-off management

performance rights award (in the form of shares in the

Company), under which selected individuals in key

management roles will be offered performance rights.

The level of award has had regard to Management not

receiving any short-term incentive for 2020 and individual

performance in 2020 against individual KPIs. Performance

rights are subject to a two-year vesting condition and will

vest on 1 January 2023 subject to continued employment

(or redundancy).

In awarding the management performance rights, the

Board considered it important to continue to incentivise

and reward Senior Management for protecting shareholder

value through the challenges of 2020 – safely resetting

the cost base to operate cash neutral at the Fee Floor

and strengthening the balance sheet, while establishing

a pathway to long-term shareholder value through the

delivery of Strategic Review outcomes. The two-year

vesting condition is intended to retain and incentivise key

members of management, while ensuring that there is

alignment with the objective of long-term value creation

for shareholders.

Employee Share Purchase Scheme

The Company previously established the Employee Share

Purchase Scheme which is tax exempt in accordance with

section CW26C of the Income Tax Act 2007 (as amended).

The purpose of the Employee Share Purchase Scheme is to

recognise the important contribution of all employees to the

Company’s future and to assist the Company in retaining

and motivating employees.

A trust has been created under the Employee Share

Purchase Scheme for the purpose of holding Company

shares on behalf of each participating employee over a

three-year period.

The Company estimates that the annual operating costs

of the Employee Share Purchase Scheme is approximately

$15,000. The value of the award under the Employee Share

Purchase Scheme amounts to approximately $300,000 per

annum depending on the business performance.

Employee Remuneration

The following table shows the number of employees and

former employees (including members of the Corporate

Lead Team), not being Directors, who, in their capacity

as employees, received remuneration and other benefits

during 2020 of at least $100,000.

The remuneration figures include all monetary payments

actually made during the year and contributions made by

the Company as part of the share scheme. No employees

appointed as a director of a subsidiary company of

Refining NZ, receive or retain any remuneration or other

benefits for holding this office.

The analysis (see chart) is compiled on a cash basis; the

variable performance rewards (linked to individual and

business performance for a financial reporting period) in

respect of the 2018 financial year, were paid subsequent

to balance date and reported as part of the remuneration

banding for the 2019 year.

The 2020 remuneration does not include amounts paid

past 31 December 2019 that relate to performance during

the 2019 financial year as there was no short-term

incentive payment made to staff in relation to 2019

performance. Other than the nominal $500 payment to

each employee, there was also no short-term incentive

payment made to staff post 31 December 2020 in relation

to 2020 performance.

The ratio between employee remuneration (median)

and Chief Executive’s total annualised, on-target

remuneration for the 2020 financial year (on a cash basis)

was 1:7 (2019: 1:7).

NUMBER OF EMPLOYEES

AMOUNT OF REMUNERATION

$00020202019

100-109 27 17

110-119 11 18

120-129 27 18

130-139 20 31

140-149 35 27

150-159 39 33

160-169 37 28

170-179 34 33

180-189 36 24

190-199 14 29

200-209 8 16

210-219 3 6

220-229 4 4

230-239 3 4

240-249 1 4

250-259 1 2

260-269 - 3

270-279 1 1

280-289 - 2

310-319 1 -

330-339 1 -

350-359 1 2

360-369 1 -

380-389 1 -

390-399 1 -

430-439 1 -

470-479 - 1

490-499 - 1

500-509 1 -

760-769 - 1

810-820 1 -

1,090-1,099 - 1

34

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35

LUCY NATION

DIRECTOR

Equity interest: Nil

CHRIS BOUGEN

GENERAL COUNSEL / COMPANY

SECRETARY

JAMES MILLER

INDEPENDENT DIRECTOR

Equity interest: 23,000 shares (2019: 23,000)

LINDIS JONES

DIRECTOR

Equity interest: Nil

MARK PEARCE

PROJECT DIRECTOR STRATEGIC

REVIEW

RICCARDO CAVALLO

DIRECTOR

Equity interest: Nil

PAUL ZEALAND

INDEPENDENT DIRECTOR

Equity interest: Nil

CAZ JACKSON

CHIEF PEOPLE OFFICER

SIMON ALLEN

INDEPENDENT CHAIRMAN

Equity interest: 35,000 shares (2019: 35,000)

VANESSA STODDART

INDEPENDENT DIRECTOR

Equity interest: Nil

DENISE JENSEN

CHIEF FINANCIAL OFFICER

JACK STEWART

CHIEF OPERATING OFFICER

KEVIN STILL

GENERAL MANAGER CUSTOMER

& COMMERCIAL

NAOMI JAMES

CHIEF EXECUTIVE OFFICER

BOARD OF DIRECTORSCORPORATE LEAD TEAM

Refining NZ Annual Report 2020

3736


Refining NZ Annual Report 2020

BONDHOLDER

AND SHAREHOLDER

INFORMATION

Twenty largest shareholders

As at 31 January 2021

TOTAL SHARES

HELD% OF TOTAL

SHAREHOLDERS

1Mobil Oil New Zealand Limited 53,760,000 17.18%

2Z Energy Limited 47,999,980 15.34%

3BP New Zealand Holdings Limited 31,572,640 10.09%

4Accident Compensation Corporation * 29,955,682 9.57%

5Citibank Nominees (New Zealand) Limited * 13,274,879 4.24%

6HSBC Nominees (New Zealand) Limited * 10,402,171 3.32%

7Leveraged Equities Finance Limited 6,028,186 1.93%

8New Zealand Depository Nominee Limited 5,223,922 1.67%

9BNP Paribas Nominees (NZ) Limited (NZCSD<COGN40>) * 4,980,759 1.59%

10UBS New Zealand Limited 4,601,641 1.47%

11BNP Paribas Nominees (NZ) Limited (NZCSD<BPSS40>) * 3,993,683 1.28%

12JP Morgan Chase Bank NZ NZ Branch - Segregated Clients Acct * 3,497,624 1.12%

13FNZ Custodians Limited 3,349,799 1.07%

14Public Trust Class 10 Nominees Limited * 3,118,624 1.00%

15HSBC Nominees (New Zealand) Limited A/C State Street * 2,464,801 0.79%

16Custodial Services Limited (<A/C 4>) 2,302,649 0.74%

17ASB Nominees Limited 1,812,360 0.58%

18Custodial Services Limited (<A/C 3>) 1,498,321 0.48%

19Century Securities Limited 1,360,000 0.43%

20Public Trust * 1,360,000 0.43%

232,557,721 74.32%

*The Shareholder spread table on page 39 groups shares held by NZCSD (denoted by * in the table above) as a single legal holding.


Substantial product holders

As at 31 December 2020

The following shareholders each hold 5% or more of the issued capital of the Company and have filed notices with the

Company under the Financial Markets Conduct Act 2013 thay they are substantial product holders in the Company.

NO. OF ORDINARY

SHARES

PRODUCT HOLDERS

Mobil Oil NZ Limited 53,760,000

Z Energy Limited 47,999,980

BP New Zealand Holdings Limited 31,572,640

Accident Compensation Corporation29,919,682


The total number of quoted voting products of the Company on issue at 31 December 2020 and 31 January 2021

was 312,893,643 fully paid shares.

38

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39

Twenty largest bondholders

As at 31 January 2021

TOTAL

BONDS HELD% OF TOTAL

BONDHOLDERS

1Tea Custodians Limited Client Property Trust Account (NZCSD<TEAC40>)* 16,694,000 22.26%

2FNZ Custodians Limited 14,147,000 18.86%

3Forsyth Barr Custodians Limited (<1-CUSTODY>) 9,699,000 12.93%

4JBWere (NZ) Nominees Limited 2,398,000 3.20%

5JPMorgan Chase Bank NA NZ Branch - Segregated Clients Acct (NZCSD<CHAM24>)* 2,000,000 2.67%

6Citibank Nominees (New Zealand) Limited (NZCSD<CNOM90>)* 1,750,000 2.33%

7Hobson Wealth Custodians Limited 1,641,000 2.19%

8Nicholas Peter Gordon & Richard Anthony Johnston 1,400,000 1.87%

9Forsyth Barr Custodians Limited (<ACCOUNT 1E>) 1,065,000 1.42%

10Jill Gordon 1,000,000 1.33%

11Nicholas Peter Gordon & Andrea Lee Bull 1,000,000 1.33%

12RGTKMT Investments Limited 1,000,000 1.33%

13FNZ Custodians Limited (<DTA Non Resident A/C>) 883,000 1.18%

14Forsyth Barr Custodians Limited (<A/C 1 NRLAIL>) 876,000 1.17%

15Sierra Investments Limited 690,000 0.92%

16Craig John Thompson 500,000 0.67%

17Woolf Fisher Trust Incorporated 500,000 0.67%

18Falstaff Investments Limited 400,000 0.53%

19Investment Custodial Services Limited 367,000 0.49%

20Custodial services Limited 275,000 0.37%

58,285,000 77.72%

*The bondholder spread table on page 39 groups bonds held by NZCSD (denoted by * in the table above) as a single legal holding.

Shareholder and bondholder spread

As at 31 January 2021

SHAREHOLDERSBONDHOLDERS

NO. OF

SHARES/BONDS

NO. OF

SHAREHOLDERS% HOLDER

NO. OF

SHARES

% OF

SHARES

NO. OF

BONDHOLDERS% HOLDER

NO. OF

BONDS

% OF

BONDS

1 - 4992705.6567,6010.02----

500 - 9993056.38210,0760.07----

1,000 - 1,99963813.35849,7220.27----

2,000 - 4,9991,20125.123,804,9121.22----

5,000 - 9,99979316.595,336,6961.70417.99230,0000.31

10,000 - 49,9991,26426.4423,816,6777.6134266.687,028,0009.37

50,000 - 99,9991723.6011,105,0053.557414.424,022,0005.36

100,000 - 499,9991092.2820,260,9326.47417.996,355,0008.47

500,000 - 999,999110.236,682,8712.1450.973,449,0004.60

1,000,000 - upwards170.36240,759,15176.95101.9553,916,00071.89

Total4,780100.00312,893,643100.00513100.0075,000,000100.00

Geographical spread

As at 31 January 2021

SHAREHOLDERSBONDHOLDERS

LOCATION

NO. OF

SHAREHOLDERS% HOLDER

NO. OF

SHARES

% OF

SHARES

NO. OF

BONDHOLDERS% HOLDER

NO. OF

BONDS

% OF

BONDS

Auckland (Greater)1,68035.15203,550,05165.0515830.8033,889,00045.18

Wellington (Greater)56011.7271,434,29222.8310921.2521,182,00028.24

Whangarei/

Northland51010.675,971,2191.91122.34615,0000.82

Other North Island95119.8917,354,3335.5512223.783,334,0004.45

South Island95019.8713,223,8834.2310720.8615,861,00021.15

Australia691.44559,4130.18----

Other Overseas601.26800,4520.2550.97119,0000.16

Total4,780100.00312,893,643100.0051310075,000,000100.00

40

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41

Directors’ and Officers’ Insurance

The Company has granted indemnities to its Directors,

Corporate Lead Team members, and persons who it has

appointed as Directors of its subsidiaries in relation to

potential liabilities and costs they may incur in those

roles. The indemnities are subject to certain limitations

that are prescribed by law and they do not cover

settlements or admissions prejudicing a successful

defence of a claim without the Company’s consent as

well as the indemnified person’s advisor costs after the

defence of a claim has been assumed by the Company,

unless they are reasonably necessary.

The Company has arranged Directors’ and Officers’

Liability Insurance for its Directors, Corporate Lead

Team and persons whom it has appointed as Directors

of its subsidiaries, which provide them with insurance

in respect of certain liabilities and costs they may incur

in those roles. This insurance is limited to cover that is

not prohibited by law.





Independent professional advice

With the approval of the Chairman, Directors are

entitled to seek independent professional advice

on any aspect of their Director’s duties, at the

Company’s expense.

Use of Company information

The Board did not receive any notices from any Director

of the Company or its subsidiaries during the year,

requesting to use Company information received in

their capacity as a Director, which would not otherwise

have been available to them.

Donations

The Group made donations of $50,000 during the year

ended 31 December 2020 (2019: $175,644). No political

donations were made.

Credit rating

The Company does not have a credit rating.

STATUTORY

DISCLOSURES

Refining NZ Subsidiary Directors

REFINING NZ SUBSIDIARYNAME OF DIRECTOR

Independent Petroleum Laboratory Limited Denise Jensen, Kevin Still

Maranga Ra Limited Naomi James, Denise Jensen

Maranga Ra Holdings Limited Naomi James, Denise Jensen

Refining NZ Consolidated Financial Statements 2020

4342


Refining NZ Consolidated Financial Statements 2020

CONSOLIDATED

FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

CONTENTS

CONSOLIDATED FINANCIAL STATEMENTS PAGE

Consolidated Income Statement 44

Consolidated Statement of Comprehensive Income 45

Consolidated Balance Sheet 46

Consolidated Statement of Changes in Equity 48

Consolidated Statement of Cash Flows 50

Notes to the Consolidated Financial Statements 51

INDEPENDENT AUDITOR’S REPORT 96

44

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45

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2020

THE ABOVE CONSOLIDATED INCOME STATEMENT IS TO BE READ IN CONJUNCTION WITH THE NOTES ON PAGES 51 TO 95.THE ABOVE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME IS TO BE READ IN CONJUNCTION WITH THE NOTES ON PAGES 51 TO 95.

NOTE

GROUP

2020

$000

GROUP

2019

$000

INCOME

Revenue

4233,937 344,861

Other income

411,810 3,514

TOTAL INCOME

3, 4245,747 348,375

EXPENSES

Purchase of process materials and utilities82,119 98,082

Materials and contractor payments19,992 31,340

Wages, salaries and benefits

2061,532 61,247

Administration and other costs31,681 39,471

TOTAL EXPENSES195,324 230,140

EARNINGS BEFORE DEPRECIATION, IMPAIRMENT, FINANCE COSTS AND INCOME TAX50,423 118,235

Depreciation and disposal costs

1187,218 99,931

Impairment of assets223,697 -

TOTAL DEPRECIATION, DISPOSALS AND IMPAIRMENT310,915 99,931

NET (LOSS)/PROFIT BEFORE FINANCE COSTS AND INCOME TAX(260,492)18,304

FINANCE COSTS

Finance income(176)(44)

Finance cost11,096 13,489

NET FINANCE COSTS10,920 13,445

NET (LOSS)/PROFIT BEFORE INCOME TAX(271,412)4,859

Income tax

6(73,133)694

NET (LOSS)/PROFIT AFTER INCOME TAX(198,279)4,165

ATTRIBUTABLE TO:

Owners of the Parent(198,279)4,165

EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO THE SHAREHOLDERS OF THE

NEW ZEALAND REFINING COMPANY LIMITEDCENTS

Basic earnings per share

7(63.5)1.3

Diluted earnings per share

7(63.3)1.3

NOTE

GROUP

2020

$000

GROUP

2019

$000

NET (LOSS)/PROFIT AFTER INCOME TAX(198,279)4,165

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified to the Income Statement

Defined benefit plan actuarial (loss)/gain

20(4,130)7,681

Deferred tax on defined benefit actuarial loss/(gain)

6(b)1,156 (2,151)

Total items that will not be reclassified to the Income Statement(2,974)5,530

Items that may be subsequently reclassified to the Income Statement

Movement in cash flow hedge reserve

2211,092 (3,094)

Deferred tax on movement in cash flow hedge reserve

6(b)(3,106)866

Total items that may be subsequently reclassified to the Income Statement

227,986 (2,228)

TOTAL OTHER COMPREHENSIVE INCOME, AFTER INCOME TAX5,012 3,302

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR, AFTER INCOME TAX(193,267)7,467

ATTRIBUTABLE TO:

Owners of the Parent(193,267)7,467

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2020

46

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47

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2020

THE ABOVE CONSOLIDATED BALANCE SHEET IS TO BE READ IN CONJUNCTION WITH THE NOTES ON PAGES 51 TO 95.

NOTE

GROUP

2020

$000

GROUP

2019

$000

EQUITY

Contributed equity

8266,057 265,771

Treasury Stock

8, 23(896)(960)

Employee share entitlement reserve

8, 23779 681

Cash flow hedge reserve

8, 225,298 (2,688)

Retained earnings292,692 493,940

TOTAL EQUITY563,930 756,744

The Board of Directors of the New Zealand Refining Company Limited authorised these Consolidated Financial Statements for issue on

16 February 2021.

For and on behalf of the Board:





S C Allen J B Miller

Director Director

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2020

NOTE

GROUP

2020

$000

GROUP

2019

$000

ASSETS

Cash and cash equivalents

1743,289 5,255

Trade and other receivables

16160,894 145,063

Income tax receivable677 5,895

Derivative financial instruments

228,766 4,421

Inventories

184,431 3,340

TOTAL CURRENT ASSETS218,057 163,974

NON-CURRENT ASSETS

Inventories

1814,176 19,410

Derivative financial instruments

22371 205

Property, plant and equipment

11, 12887,134 1,171,301

Right-of-use assets

10, 123,335 4,028

Intangibles

119,968 22,137

Deferred tax assets

634,857 24,611

TOTAL NON-CURRENT ASSETS949,841 1,241,692

TOTAL ASSETS1,167,898 1,405,666

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

19162,752 171,018

Derivative financial instruments

22725 3,997

Lease liabilities

10, 17202 248

Employee benefits

2011,269 7,861

TOTAL CURRENT LIABILITIES174,948 183,124

NON-CURRENT LIABILITIES

Derivative financial instruments

22974 5,017

Borrowings

9, 17274,611 246,616

Lease liabilities

10, 173,940 3,206

Employee benefits

2044,819 40,894

Provisions

157,802 12,643

Deferred tax liabilities

696,874 157,422

TOTAL NON-CURRENT LIABILITIES429,020 465,798

TOTAL LIABILITIES603,968 648,922

NET ASSETS563,930756,744

48

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49

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

CONTRIBUTED

EQUITY

TREASURY

STOCK

GROUPNOTE$000$000

AT 1 JANUARY 2019265,771 (969)

COMPREHENSIVE INCOME

Net profit after income tax- -

Other comprehensive income

Movement in cash flow hedge reserve

22- -

Defined benefit actuarial gain

20- -

Deferred tax on other comprehensive income

22- -

TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), AFTER INCOME TAX- -

TRANSACTIONS WITH OWNERS OF THE PARENT

Equity-settled share-based payments

23- -

Shares vested to employees

23- 292

Treasury shares purchased- (283)

Dividends paid- -

TOTAL TRANSACTIONS WITH OWNERS OF THE PARENT- 9

AT 31 DECEMBER 2019265,771 (960)

AT 1 JANUARY 2020265,771 (960)

COMPREHENSIVE INCOME

Net loss after income tax- -

Other comprehensive income

Movement in cash flow hedge reserve

22- -

Defined benefit actuarial loss

20- -

Deferred tax on other comprehensive income

22- -

TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), AFTER INCOME TAX- -

TRANSACTIONS WITH OWNERS OF THE PARENT

Equity-settled share-based payments

23- -

Shares vested to employees

23-350

Treasury shares issued

23286 (286)

Unclaimed dividends written back- -

TOTAL TRANSACTIONS WITH OWNERS OF THE PARENT286 64

AT 31 DECEMBER 2020266,057 (896)

EMPLOYEE SHARE

SCHEME ENTITLEMENT

RESERVE

CASH FLOW

HEDGE

RESERVE

RETAINED

EARNINGS

TOTAL

EQUITY

$000$000$000$000

732(460)504,562 769,636

- - 4,165 4,165

- (3,094)- (3,094)

- - 7,681 7,681

- 866 (2,151)(1,285)

- (2,228)5,530 3,302

241 - - 241

(292)- -

- - - (283)

- - (20,317)(20,317)

(51)- (20,317)(20,359)

681 (2,688)493,940 756,744

681 (2,688)493,940 756,744

- - (198,279)(198,279)

- 11,092 - 11,092

- - (4,130)(4,130)

- (3,106)1,156 (1,950)

- 7,986 (2,974)5,012

448 - - 448

(350)---

- - --

- - 5 5

98 - 5 453

7795,298 292,692 563,930

THE ABOVE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY IS TO BE READ IN CONJUNCTION WITH THE NOTES ON PAGES 51 TO 95.

50

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51

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTE

GROUP

2020

$000

GROUP

2019

$000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers224,044 351,625

Payment for supplies and other expenses(128,379)(151,172)

Payments to employees(57,518)(62,780)

Interest received176 44

Interest paid(11,267)(14,418)

Net GST paid(1,041)(1,936)

Income tax paid5,609 (4,238)

NET CASH INFLOW FROM OPERATING ACTIVITIES

1731,624 117,125

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment(33,939)(77,695)

Proceeds from sale of intangibles13,320 -

NET CASH OUTFLOW FROM INVESTING ACTIVITIES(20,619)(77,695)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from/(repayments of) bank borrowings27,900 (13,200)

Dividends paid to shareholders

8- (20,317)

Lease payments

10(871)(1,154)

Purchase of treasury stock

23- (283)

NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES27,029 (34,954)

NET INCREASE IN CASH AND CASH EQUIVALENTS38,034 4,476

Cash and cash equivalents at the beginning of the year5,255 779

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR43,289 5,255

THE ABOVE CONSOLIDATED STATEMENT OF CASH FLOWS IS TO BE READ IN CONJUNCTION WITH THE NOTES PAGES 51 TO 95.

REPORTING ENTITY

The New Zealand Refining Company Limited (‘Parent’, ‘Company’ or ‘Refining NZ’) is a profit-oriented company registered under the Companies

Act 1993 and an FMC Reporting Entity for the purposes of the Financial Markets Conduct Act 2013. Refining NZ is listed, and its ordinary shares

are quoted on the NZX Main Board Equity Market (‘NZX Main Board’) and its subordinated notes quoted on the NZX Debt Market.

The consolidated financial statements (hereinafter ‘financial statements’) for the year ended 31 December 2020 presented are those of

Refining NZ together with its subsidiaries (‘the Group’). Subsidiaries are all entities over which the Group has control and includes Independent

Petroleum Laboratory Limited, Maranga Ra Holdings Limited and Maranga Ra Limited.

BASIS OF PREPARATION

These consolidated financial statements for the year ended 31 December 2020 comply with:

• The Financial Markets Conduct Act 2013;

• Generally Accepted Accounting Practice in New Zealand (‘NZ GAAP’);

• New Zealand equivalents to the International Financial Reporting Standards (‘NZ IFRS’), International Financial Reporting Standards (IFRS)

and other authoritative pronouncements of the External Reporting Board, as appropriate for for-profit entities.

The consolidated financial statements are prepared on the basis of historical cost, except for derivative financial instruments and plan assets

(included in the net defined benefit pension plan liability) which are measured at fair value.

The consolidated financial statements are prepared on a GST exclusive basis and presented in New Zealand dollars ($) which is the Group’s

functional currency, and the financial information has been rounded to the nearest thousand dollars ($000), unless otherwise stated.

Use of judgements and estimate

The preparation of financial statements requires directors to make certain judgements, estimates and assumptions that affect the application

of accounting policies and reported amounts of assets, liabilities, income and expenses. The areas involve estimates and assumptions that can

significantly affect the amounts recognised in the consolidated financial statements:

• Impairment assessment of assets – refer to Note 12 for further details.

• Useful lives of the property, plant and equipment – refer to Note 11 for further details.

• Going concern – these financial statements have been prepared on a going concern basis. Management and the Board consider that this

is appropriate based on the Group’s current cash position and available credit facilities, and that the Board expects that Refining NZ will be

able to continue in operation and meet covenants under its facility agreements over the next twelve months.

Refining NZ’s forecast for the next twelve months indicates the Group has the ability to continue to operate as a going concern despite

the challenges arising from the current low margin environment and COVID-19, based on the implementation of a simplified refinery which

enables the Company to run cash neutral from 2021 under a Fee Floor scenario. (Refer to note 1 for detail of potential impacts of Strategic

Review outcomes and note 24, Contingencies, in relation to customer notices of dispute).

• Recoverability of tax losses – in the twelve months ended 31 December 2020, Refining NZ generated a tax loss of $37.6 million,

increasing the Group’s cumulative tax losses to $54.9 million. A deferred tax asset in respect of these unutilised tax losses has

been recognised.

On the basis that at least a 49% continuity of shareholding is maintained, Management and the Board believe that future taxable profits

will be available against which the tax losses can be recovered and therefore the deferred tax asset can be realised. Any adverse change in

future profits, or significant change in the shareholding of Refining NZ, could limit the Company’s ability to realise the deferred tax asset.

Estimates are designated by an

E

symbol in the notes to these consolidated interim financial statements.

52

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53

2. COVID-19 Pandemic

On 11 March 2020 the World Health Organisation declared a global pandemic as a result of the outbreak and spread of COVID-19. The New

Zealand Government subsequently raised its Alert Level to 4 (full lockdown of non-essential services) for an initial four-week period. As an

essential service, the Group continued to operate during the lockdown, and subsequently throughout COVID-19 Alert Levels 3, 2 and 1 (as well

as Auckland’s Level 3 lockdown in August).

During 2020, in response to the significant fuel demand reduction resulting from travel and transport restrictions and the consequential

reduction in revenue through weak global refining margin and lower refinery throughputs, Refining NZ implemented the following measures:

• Reduced refinery production

Refining NZ agreed with its customers to change the way it operated the refinery whereby its processing facilities were operated in different

modes to enable the refinery to produce substantially lower volumes to help balance fuel supply across New Zealand.

• Reduced non-essential activity on-site

All safety critical work continued during COVID-19; however, all non-essential activity on-site was suspended including the deferral of the

planned maintenance turnaround of the main crude distiller and the gasoline manufacturing unit from May 2020 to March 2021.

• Increased and extended debt facilities (refer to note 9)

Refining NZ extended and expanded its existing bank facilities, increasing the weighted average term to over three years at the time and

adding $50 million of additional capacity, which brought the total available debt funding facilities to $400 million (including the Company’s

$75 million subordinated notes on issue) as at 31 December 2020.

The key direct and indirect impacts on the Group can be summarised as follows:

• Total refinery throughput for the year ended 31 December 2020 was 29.8 million barrels, 30% lower than in 2019 and circa 35% lower from

the time the pandemic was declared.

• Our customers were invoiced at the Fee Floor amounting to $140 million during the year ended 31 December 2020. The actual processing

fee earned from operations was below the Fee Floor, resulting in circa $90 million being paid by customers as fee floor payments as outlined

in note 4.

• Pipeline revenues were 19% lower than 2019 at $29 million, reflecting the impact of reduced demand for transport fuels, particularly jet fuel

into Auckland International Airport, offset by higher pipeline fees. Pipeline volumes were circa 35% lower from the time that the pandemic

was declared compared to the prior year.

• The Group accessed the Government wage subsidy totalling $5.1 million as outlined in note 4.

• The capital budget for 2020 was reduced from $70 million to a spend of circa $32 million.

• Operating costs excluding natural gas were circa $25 million or 13% lower than 2019 due to lower electricity and other costs largely as a

result of reducing non-essential activity on site and lower production.

• The Company operated on a cash neutral basis following lockdown (Alert Level 4), through to October 2020, when it’s net cash position

improved by circa $17 million, due to savings realised from the six-week temporary shutdown of the refinery in July/August and the proceeds

of asset sales. The net debt position as at 31 December 2020 was $231 million. Refer to notes 9 and 17 for further detail.

• The Company declared Force Majeure under the Negotiated Greenhouse Agreement to relieve the Company of its obligation to meet world’s

best practice energy intensity pathway in 2020 while the refinery was impacted by COVID-19 travel restrictions. This continued through to

the end of the year with land fuels demand recovering and jet remaining at 30-40% of pre-COVID-19 levels (refer to note 11).

• The Company declared Force Majeure under its natural gas supply contract, to relieve the Company of its “take or pay” obligations, given the

lower refinery throughputs. The supplier subsequently exercised their right of termination in response to a constrained gas supply market in

New Zealand. The Company has since secured a supply of natural gas through 2021 to meet the refinery’s minimum requirements.

SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements have been consistently applied to all

periods presented, except for the change in presentation of deferred taxes in the statement of financial position to present deferred tax assets

and deferred tax liabilities on a gross basis, to increase the transparency of the deferred tax asset in relation to tax losses accumulated by the

Company, being a significant estimate under Basis of Preparation. Comparatives in the statement of financial position have been updated to

ensure consistency between financial reporting periods.

There were no new and amended accounting standards mandatory for the year ended 31 December 2020 that were considered to have a

material impact to the Group. The IASB has issued a number of standards, amendments and interpretations which are not yet effective, and

which may have an impact on the Group’s consolidated financial statements.

1. Strategic review

On 15 April 2020, the Refining NZ Board announced a Strategic Review to determine the optimal business model and capital structure for its

assets to maximise “through the cycle” returns to shareholders and deliver secure, competitive fuel supply to New Zealand.

The first phase of the Strategic Review was to assess all the options, including opportunities to improve the competitiveness of refining

operations and options to separate the refining and infrastructure assets or convert to a fuel import business model.

On 25 June 2020, the Company announced that it would take two business model options forward; a Simplified Refinery (to improve the near-

term viability of its current business model), while continuing to evaluate a possible future staged transition to an import terminal (including

exploration of a commercial framework with customers, overseen by the Independent Directors).

Simplified Refinery model

Under the Simplified Refinery model, implemented from January 2021, refining capacity was reduced by circa 18% (being an equivalent of

circa 34 million barrels per annum) with total refined fuels production levels similar to levels at the time of commencement of the Processing

Agreement in 1995 and bitumen production ceased. An organisational restructure was finalised prior to 31 December 2020, at a cost of circa

$5.6 million to reduce the workforce by around 25%, with circa 90 employees leaving the Company either through redundancies, retirements

or resignations during November 2020 through to April 2021. (Refer to note 20.) Under the Simplified Refinery model, lower labour costs and a

reduction in other costs are intended to enable the Company to extend cash neutral operations in 2021 under a scenario where processing fee

income is at the Fee Floor (of circa $141 million) and refinery operations are uninterrupted.

Refining NZ’s customers, bp Oil New Zealand Limited, Mobil Oil New Zealand Limited, and Z Energy Limited have all issued notices of dispute

under the Processing Agreement, in relation to the simplification of Marsden Point oil refinery operations as detailed in note 24.

Import Terminal model

Discussions with Refining NZ’s customers in relation to the potential future staged transition to an import terminal continue. The Independent

Directors, who have been overseeing discussions with customers, continue to see significant unrealised value in the Company’s fuels

distribution infrastructure with the added benefit of significantly lowering the Company’s carbon emissions profile on transition to an import

terminal. Any decision to proceed with a conversion to an import terminal will need to meet a number of requirements, including new

agreements with the Company’s customers that will be voted on by non-customer shareholders.

Impact on Financial Reporting

These financial statements have been prepared based on Group operations under the current Processing Agreements, with a simplified refinery

operating through to 2035 followed by a conversion to an import terminal as outlined under note 12. There is a wide range of potential outcomes

from the Strategic Review, commercial negotiations with customers and customer disputes, which are not solely within the Company’s control.

The potential outcomes may therefore impact, positively or negatively, including in a material way, the financial performance and financial

position of the Group in the future.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

54

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55

3. Segment reporting

(a) Identification and description of reportable segments and reporting measures

Management (the Corporate Lead Team) reviews the Group’s internal reporting in order to assess performance and allocate resources including

the definition of operating segments – oil refining and infrastructure:

• Oil Refining – the Company operates the Marsden Point oil refinery as a toll processor.

• Infrastructure - the Company owns infrastructure to support the distribution of manufactured products to its customers, including the

Refinery to Auckland Pipeline (RAP) which transfers product to the Wiri Oil terminal located in South Auckland. In addition, the segment

includes laboratory testing services undertaken by Independent Petroleum Laboratory Limited.

• Inter-segment – represents transactions between segments carried out on normal commercial terms.

The Corporate Lead Team primarily uses revenue and adjusted earnings before finance costs, tax, depreciation and amortisation (or ‘Adjusted

EBITDA’) of the Parent Company as measures to assess the performance of the operating segments. For Non-GAAP information refer to note 26.

Assets and liabilities information, depreciation, finance income and costs and taxes are managed on a Group basis and are therefore not

presented as part of the segment information.

The presentation of segments in this financial report has changed from the 2019 full year consolidated financial statements to align with the

way that the Corporate Lead Team now monitors the segmental financial performance, as outlined above.

Revenue derived from major customers, and the relevant operating segments, is disclosed in note 5.

(b) Segment results

31 DECEMBER 2020NOTE

OIL REFINING

$000

INFRASTRUCTURE

$000

TOTAL

$000

External customer4200,423 45,324 245,747

Inter-segment- 4,219 4,219

TOTAL INCOME (*)200,423 49,543 249,966

Adjusted EBITDA

2625,112 32,666 57,778

31 DECEMBER 2019

OIL REFINING

$000

INFRASTRUCTURE

$000

TOTAL

$000

External customer4297,836 50,539 348,375

Inter-segment- 5,733 5,733

TOTAL INCOME (*)297,836 56,272 354,108

Adjusted EBITDA

2680,175 41,511 121,686

(*) prior to consolidation eliminations

2. COVID-19 Pandemic (continued)

In addition to the above, other direct and indirect impacts of COVID-19 on the Refining NZ’s balance sheet include:

ITEMCOVID-19 IMPACT ASSESSMENT

Cash and cash equivalents

The Group maintained cash and cash equivalent balances of between $15-45 million throughout

the year.

Trade and other receivables

Trade receivables reflect an increased receivable in respect of the processing fee floor payments due in

2020. Refiners margins were weak in the last two months of 2019 resulting in very low processing fee

income, but no Fee Floor payments were receivable as at 31 December 2019 given that the year-to-

date revenue had exceeded the Fee Floor amount. Refer to note 16 for further details.

Income tax

The Company generated tax losses of $37.6 million in the twelve months ended 31 December 2020.

Refer to note 6. Total tax losses available to the Group to offset against future taxable income amount

to $54.9 million (refer to key judgements and estimates under Basis of Preparation).

Derivative financial instruments

COVID-19 has impacted commodity markets. Derivatives are recognised at fair value, hence the impact

on the financial and commodity markets is included in the derivative instruments’ valuation.

Inventories

Obsolescence assessment has been conducted with regards to inventories. Refer to note 18 for

further details.

Property, plant and equipment

Impairment assessment has been conducted with regards to property, plant and equipment.

Refer to notes 1, 11 and 12 for further details.

Right-of-use assets

Impairment assessment has been conducted with regards to right-of-use assets. Refer to notes 10 and

12 for further details.

Intangibles

Included are New Zealand Units (NZUs) held by the Parent company, recognised at historical cost and

tested for impairment with reference to market value of carbon units. No impairment was recognised

on intangible assets.

Trade and other payables

Trade and other payables are lower due to non-essential activity being reduced, with a corresponding

reduction in capital and operating costs. Refer to note 19.

Borrowings

In response to the global uncertainty, Refining NZ extended and expanded its existing bank facilities.

Refer to note 9 for further details.

Lease liabilities

No impact – refer to right-of-use assets.

Employee benefits

A significant proportion of the Company’s staff agreed to take annual leave during the six weeks that

the refinery was in “hot standby” in July-August 2020, reducing the annual leave liability by $1.2

million during the period.

In addition, lower investment returns earned by the Pension Fund following COVID-19 and amended

assumptions underpinning the valuation, particularly a lower yield curve impacting the discount rate,

contributed to the actuarial loss reported in the year ended 31 December 2020.

An organisational restructure was undertaken in 2020 to reduce the workforce by circa 25% in

preparation for a refinery simplification (refer to note 1). A redundancy provision of $4.4 million

was recorded as at 31 December 2020. Refer to note 20 for further details.

Provisions

Present value of provisions updated for the impact of financial and commodity markets on

interest rates.

Deferred tax asset

The Group incurred tax losses in the period which increased the deferred tax asset. Refer to note 6 for

further details.

Deferred tax liability

The Group has recognised an impairment of assets which decreased the deferred tax liability. Refer to

notes 6 and 12 for further details.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

56

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57

5. Related parties

(a) Shareholders and other related parties

The Group enters into transactions with the oil companies who are also shareholders of the Parent, and Wiri Oil Services Limited (Wiri Oil),

a company that is owned by shareholders of the Parent. Details of shareholdings at 31 December are:

FOR THE YEAR ENDED 31 DECEMBER 2020

2020

%

2019

%

bp New Zealand Holdings Limited (BP)10.0910.10

Mobil Oil NZ Limited (Mobil)17.1817.20

Z Energy Limited (Z Energy)15.3415.36

The nature, transactions and balances with the shareholders and other related parties are as follows:

• Processing fees – separate processing agreements with each of the three oil companies have been in place since 1995. Subject to any

rights of termination that may arise at law, the processing agreements are intended to operate as long-term “evergreen” contracts which

continue unless renegotiated or terminated by mutual consent or by a customer on one year’s notice. 91% (2019: 93%) of the Group’s

total revenue is earned under the processing agreements. No customer has given notice of termination as at the date of these financial

statements. For credit terms refer to note 21.

• Distribution Revenue – includes Refinery to Auckland Pipeline fees, terminalling and handling fees associated with products imported by

the oil companies, as well as other income associated with the Wiri Oil infrastructure that is owned by the Parent Company and located on

the land owned by Wiri Oil. The land and plant are leased back to Wiri Oil. The leases are non-cancellable operating leases, which expire in

February 2025 with no right of renewal. At the end of the lease term, ownership of the Wiri Oil terminal reverts to Wiri Oil Services Limited.

• Excise Duty – collected from the Oil Companies and paid to the New Zealand Customs Service on the same day each month (refer notes

16 and 19) and is included in the below balances outstanding as at 31 December.

• Purchases of goods and services – the Group purchases sulphur, a by-product of the refining process, which is on sold to third parties,

and other fuels. In addition, a portion of insurance premium in relation to material damage and business interruption is paid to companies

related to shareholders.

(i) Revenue, purchases and other charges from related parties

Revenue*PurchasesOther charges

TRANSACTION VALUES

FOR THE YEAR ENDED

31 DECEMBER

BALANCES

OUTSTANDING AS AT

31 DECEMBER

TRANSACTION VALUES

FOR THE YEAR ENDED

31 DECEMBER

BALANCES

OUTSTANDING AS AT

31 DECEMBER

TRANSACTION VALUES

FOR THE YEAR ENDED

31 DECEMBER

BALANCES

OUTSTANDING AS AT

31 DECEMBER

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

BP59,160 89,066 40,402 38,06096 735 58 - 372 335 - -

Mobil57,781 80,894 4,825 32,955 148 311 139 - 571 331 - -

Z Energy96,581 151,836 92,795 68,080 141 1,133 95 185 - - - -

Wiri Oil7,004 7,073 42 29 - - - - - - - -

TOTAL220,526 328,869 138,064 139,124385 2,179 292 185 943 666 - -

* Revenue excludes excise duty.

4. Revenue

Processing fees, pipeline fees and other services provided by the Group are identified as distinct performance obligations which are satisfied

over time and for which a transaction price is separately determined and allocated.

Revenue from other contracts (primarily relating to provision of services) is recognised over time as goods or services are delivered to customers.

Rental income from operating leases (including Wiri Oil terminal rental) is recognised on a straight-line basis in accordance with the substance

of the relevant agreements.

No significant judgement is involved in the price determination and allocation. An output method is applied to measure progress of the

services provided.

The Group does not have contracts with customers where significant financing components, non-cash considerations or consideration payable to

customers, obligations for refunds or specific warranties would be existent.

FOR THE YEAR ENDED 31 DECEMBER 2020

GROUP

2020

$000

GROUP

2019

$000

Comprises:

Processing fees141,601 241,970

Natural Gas recovery30,156 39,579

Other refining related income18,139 16,287

REFINING REVENUE189,896 297,836

Pipeline fees29,283 36,400

Other distribution income11,7506,598

DISTRIBUTION REVENUE41,033 42,998

Other operating revenue3,008 4,027

TOTAL REVENUE233,937 344,861

Other income11,810 3,514

TOTAL INCOME245,747 348,375

The processing fee revenue is subject to a fee floor, which comes into effect if the total processing fee for a calendar year is below a minimum

value. Processing fee revenue prior to any fee floor was circa $50 million in 2020, with an additional circa $90 million in income earned from

Refining NZ customers under the Fee Floor and an additional $1.6 million of processing fee revenue recognised in 2020 relates to prior periods.

In 2019 no fee floor payments were made as processing fee revenue exceeded the fee floor.

Included in other income is $5.1 million of COVID-19 wages subsidy paid by the New Zealand Government (2019: nil), refer to note 2, and a gain

on sale of assets of $5.9 million (2019: nil).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

58

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59

(b) Deferred tax

The Group has unused tax losses of $54.9 million (2019: $17.3 million) available to carry forward. A deferred tax asset in respect of these

unutilised tax losses has been recognised. (Refer to Basis of Preparation: Use of judgements and estimates).

The Group has changed its presentation of deferred taxes in the statement of financial position to present deferred tax assets and deferred tax

liabilities on a gross basis to increase the transparency of the deferred tax asset in relation to tax losses accumulated by the Company, being

a significant estimate under Basis of Preparation of these Financial Statements. Comparatives in the statement of financial position have been

updated to ensure consistency between financial reporting periods.

NET DEFERRED

TAX ASSET /

(LIABILITY)

RECOGNISED IN

PROFIT OR LOSS

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

NET DEFERRED

TAX ASSET /

(LIABILITY)

"DEFERRED

TAX ASSET"

"DEFERRED

TAX LIABILITY"

1 JAN 201931 DEC 2019

$000$000$000$000$000$000

Property, plant and equipment(155,727)(1,182)-(156,909)-(156,909)

Provisions3,107 198 -3,305 3,305 -

Employee benefits14,852 311 (2,151)13,012 13,012 -

Financial instruments178 - 866 1,044 1,044 -

Intangibles390 103 -493 493 -

Right of use assets- (513)-(513)-(513)

Leases- 565 -565 565 -

Inventory1,301 43 -1,344 1,344 -

Tax losses4,610 238 -4,848 4,848 -

Total(131,289)(237)(1,285)(132,811)24,611 (157,422)

NET DEFERRED

TAX ASSET /

(LIABILITY)

RECOGNISED IN

PROFIT OR LOSS

RECOGNISED

IN OTHER

COMPREHENSIVE

INCOME

NET DEFERRED

TAX ASSET /

(LIABILITY)

"DEFERRED

TAX ASSET"

"DEFERRED

TAX LIABILITY"

1 JAN 202031 DEC 2020

$000$000$000$000$000$000

Property, plant and equipment(156,909)62,275 -(94,634)-(94,634)

Provisions3,305 (1,297)-2,008 2,008 -

Employee benefits13,012 781 1,156 14,949 14,949 -

Financial instruments1,044 - (3,106)(2,062)-(2,062)

Intangibles493 (719)-(226)-(226)

Right of use assets(513)(195)-(708)-(708)

Leases565 227 -792 792 -

Inventory1,344 947 -2,291 2,291 -

Tax losses4,848 10,725 -15,573 15,573-

Total(132,811)72,744 (1,950)(62,017)35,613(97,630)

5. Related parties (continued)

(b) Directors’ fees and key management personnel compensation

Directors’ fees and key management (Corporate Lead Team) personnel remuneration (paid during the financial year) were as follows:

GROUP

2020

$000

GROUP

2019

$000

Salaries and other short-term employee benefits3,915 3,929

Post-employment benefits115 139

TOTAL KEY MANAGEMENT PERSONNEL COMPENSATION4,030 4,068

Directors' fees779 795

TOTAL KEY MANAGEMENT PERSONNEL COMPENSATION & DIRECTORS' FEES4,809 4,863

Salaries and other short-term employee benefits include fees paid to Mr P Zealand totalling $187,000 (2019: nil), who acted as Managing

Director during the period February to April 2020 to assist in the CEO transition. For key management personnel share scheme, refer to note 23.

6. Taxation

(a) Income tax expense

NOTE

GROUP

2020

$000

GROUP

2019

$000

Net (loss)/profit before income tax expense(271,412)4,859

Tax at the New Zealand corporate income tax rate of 28% (2019: 28%)(75,995)1,361

Tax effect of amounts which are either non-deductible or taxable in calculating taxable income:

Income not assessable for tax(1,286)(203)

Expenses not deductible for tax3,783 61

Adjustments in respect of current income tax in respect of previous years365 (525)

INCOME TAX EXPENSE(73,133)694

Represented by:

Current tax expense(389) 457

Deferred tax recognised in the income statement

6(b)(72,744)237

INCOME TAX EXPENSE(73,133)694

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

60

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9. Borrowings

The carrying amounts of borrowings approximate their fair value. The borrowings are unsecured. The Parent can determine which revolving cash

advance facility will be drawn upon to meet funding requirements. The Parent borrows under a negative pledge arrangement which requires

certain certificates and covenants, including debt to total debt and equity, guarantor coverage ratio and EBITDA to interest ratios. All these

requirements have been met.

In 2020, the Company increased and extended its existing committed bank facility limits from $275 million to $325 million and increased the

weighted average senior debt tenor from 2.9 years at 31 December 2019 to 3.1 years at the time of the extension. The weighted average senior

debt tenor as at 31 December 2020 was 2.6 years.

The maturity profile of the Company’s borrowing facilities as at 31 December 2020, including the utilisation of those facilities and undrawn

amounts is as follows:

The carrying value of the subordinated notes as at 31 December 2020 amounts to $74.6 million. The difference between the carrying value and

the $75 million face value is due to unamortised issue costs and accrued interest. While the expiry of the subordinated notes is on 1 March

2034, the maturity profile reflects the notes as maturing in 2024 to align with the first election date, when the Company may elect to either

redeem the notes or to offer new conditions to the noteholders.

7. Earnings per share

Earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of ordinary shares on

issue during the year. The Company’s share-based payments described in note 24 have no material dilutive effect on the earnings per share.

TOTALTOTAL

NOTE20202019

Profit after tax attributable to shareholders of the Company($000)(198,279)4,165

Weighted average number of shares on issue000's

8312,293 312,177

Weighted average number of shares on issue (incl. dilutive shares)000's

8313,335 312,420

BASIC EARNINGS PER SHARECents(63.5)1.3

DILUTED EARNINGS PER SHARECents(63.3)1.3

8. Equity and dividends

Contributed Equity. The issued capital of the Company is represented by 312,893,643 ordinary shares (2019: 312,576,453) issued and fully

paid, less 519,859 (2019: 417,644) treasury shares held by CRS Nominees Limited (refer to note 23). All ordinary shares rank equally with one

vote attached to each ordinary share.

Treasury stock. Treasury stock represents the value of shares acquired by CRS Nominees Limited on-market or shares issued by the Company,

in respect of the Employee Share Purchase Scheme (refer to note 23).

Employee share entitlement reserve. The employee share entitlement reserve is used to recognise the fair value of shares granted but not

vested to employees (as part of the Employee Share Purchase Scheme) or to the Chief Executive within the Share Rights Scheme. Amounts are

transferred to share capital when the shares vest to the employee (refer to note 23).

Cash flow hedge reserve. The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of

hedging instruments used in cash flow hedges pending subsequent recognition in the income statement (refer to note 22).

Dividends. No dividends were paid or declared in 2020. Imputation credits available to shareholders for subsequent reporting periods amount

to $20.944 million as at 31 December 2020 (2019: $23.589 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

$M

Utilised facilities (cash advance)

Undrawn facilities (cash advance)Subordinated Notes

4-5 YEARS3-4 YEARS2-3 YEARS1-2 YEARS0-1 YEAR

45

35

70

35

15

25

75

70

25

5

0

20

40

60

80

100

120

140

160

180

62

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GROUP

2020

$000

GROUP

2019

$000

Lease liabilities

Opening lease liability3,454 3,778

Additions284 -

Lease extensions and modifications659 -

Revaluations(55)-

Lease payments (capital portion)(200)(324)

CLOSING LEASE LIABILITY, INCLUDING:4,1423,454

Current202 248

Non-current3,940 3,206

The income statement includes the following amounts in relation to leases:

GROUP

2020

$000

GROUP

2019

$000

Depreciation charge455 440

Impairment1,170 -

Interest expense (included in Finance costs)352 342

Expense relating to short-term leases (included in Administration and other costs )190 220

Expense relating to leases of low-value assets that are not short term leases (included in Administration and

other costs )427 609

The total cash outflow for leases in 2020 was $871,000 (2019: $1,154,000).

10. Lease liabilities

Lease liabilities are associated with the following right-of-use assets:

• land, foreshore license, barge ramp where the oil tanker jetty is located and offices. The right-of-use asset is depreciated over the period

until the expiry of the lease;

• platinum held in catalysts used in the oil refining process. The leased platinum must be returned to the lessor at the end of the lease term.

The estimated cost of reclamation, discounted to present value, is included as a provision in the Group’s balance sheet, refer to note 15.

The lease payments are variable and represent interest paid to the lessor based on an agreed fixed rate and with reference to the market

value of the leased platinum.

There are no restrictions or covenants imposed by leases, or exposure arising from residual value guarantees. Extension and termination options

included in some leases are used to maximise operational flexibility in terms of managing contracts and are exercisable by the Group.

The balance sheet shows the following amounts relating to right-of-use assets and lease liabilities:

GROUP

2020

$000

GROUP

2019

$000

Right-of-use assets

Opening net book value4,028 4,468

Additions273 -

Lease extensions and modifications659 -

Depreciation charge(455)(440)

Impairment(1,170)-

CLOSING NET BOOK AMOUNT3,335 4,028

Cost5,581 4,664

Accumulated depreciation and impairments(2,246)(636)

NET BOOK AMOUNT, INCLUDING:3,335 4,028

Freehold land and improvements545 209

Buildings and jetties178 -

Refining Plant1,395 2,197

Catalysts1,217 1,622

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

64

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11. Property, plant and equipment, and intangibles

Property, plant and equipment and intangibles are initially recognised at cost which includes expenditures directly attributable to the acquisition.

Major inspections associated with planned plant shutdowns (or turnarounds) and tank maintenance are capitalised at cost and recognised in the

carrying amount of the refining plant, provided the recognition criteria are met.

During the year the Group has capitalised borrowing costs amounting to $0.7 million (2019: $2.1 million) on qualifying assets. Borrowings costs

were capitalised at the weighted average rate of its general borrowings of 5.4% (2019: 5.9%). Property, plant and equipment are included in the

negative pledge arrangement as detailed in note 9.

Depreciation is provided on a straight-line basis on all property, plant and equipment other than freehold land, capital work in progress and

precious metals (rhenium, platinum) contained in certain catalysts.

E

Following an impairment of assets recognised as at 30 June 2020, the Group reassessed the remaining useful lives of assets from 1 July

2020 to align with the base assumption that the refinery would operate until 2035 and then convert to an import terminal.

As a result of the remaining life assessment carried out by in-house subject matter experts, the weighted average remaining useful life

of the refining assets has been reduced, resulting in an increase in the depreciation in the second half of the year by approximately

$3.6 million. The impact of the revised useful lives on the future years is estimated at circa $7 million.

The standard useful lives used by the Group are as follows:

USEFUL LIVES

(YEARS)

Freehold improvements5-50

Buildings and jetties5-50

Refining plant

–tankage15-50

–rotating equipment15-30

–piping15-50

–vessels and columns15-40

–instruments10-15

–electrical and electrical cabling15-25

–plant shutdown and tank maintenance2-20

–other refining plant10-65

Catalysts3-10

Refinery to Auckland Pipeline

–pipeline78

–plant and equipment10-34

Wiri Oil terminal (leased)20

Equipment and vehicles3-25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

Intangibles relate to the New Zealand Units (NZUs) and are recognised at historical cost with an indefinite useful life. Carbon units are issued

by the Crown to the Parent company, pursuant to the Company’s Negotiated Greenhouse Agreement (NGA), which expires 2022. The Company

is currently exempted from the Emissions Trading Scheme (ETS) due to the NGA and the Company’s demonstrated commitment to progress in

reduction of energy intensity along a world’s best practice pathway, noting that in 2020 the Company declared Force Majeure under the NGA in

response to COVID-19 (refer to note 2).

In April 2020, the New Zealand Government approved the making of regulations to bring the Company in to the New Zealand Emissions Trading

Scheme (NZ ETS) as an Emissions Intensive Trade Exposed (EITE) business with an industrial allocation of carbon units after the NGA expires at

the end of 2022.

Under the regulations the industrial allocation will be based on 90% of the Company’s 2006-2009 emissions data, in accordance with the

Climate Change Response Act 2002. The Climate Change Response (Emissions Trading Reform) Amendment Bill provides for a 1% per year

phase out of rates of assistance over 2021 to 2030, meaning that the applicable rate of assistance at the time Refining NZ enters the NZ ETS in

2023 would be 87%.

The Government has signalled that further regulatory reforms, as a result of a review of industrial allocation policy and electricity allocation

factors, may result in very different allocative baselines in the future, including the amount that the Company is ultimately allocated when it

enters the NZ ETS in 2023. Refining NZ continues to engage with Government during this review process, but no outcome is guaranteed at

this stage.

66

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67

FREEHOLD

LAND AND

IMPROVEMENTS

BUILDINGS AND

JETTIES

REFINING PLANT

GROUPNOTE$000$000$000

AT 1 JANUARY 2019

Cost78,265 200,291 2,887,124

Accumulated depreciation(53,979)(101,858)(2,102,586)

NET BOOK AMOUNT24,286 98,433 784,538

YEAR ENDED 31 DECEMBER 2019

Opening net book value24,286 98,433 784,538

Additions/transfers4,078 652 78,478

Disposals- - -

Depreciation/amortisation charge

11(b)(1,567)(4,744)(72,701)

CLOSING NET BOOK AMOUNT26,79794,341790,315

AT 31 DECEMBER 2019

Cost82,343 200,943 2,903,133

Accumulated depreciation(55,546)(106,602)(2,112,818)

NET BOOK AMOUNT26,797 94,341 790,315

YEAR ENDED 31 DECEMBER 2020

Opening net book value26,797 94,341 790,315

Additions/transfers916 8,867 30,429

Disposals- - 5

Depreciation charge

11(b)(1,743)(5,279)(64,714)

Impairment of assets

12- (75)(201,825)

CLOSING NET BOOK AMOUNT25,970 97,854 554,210

AT 31 DECEMBER 2020

Cost83,259 208,615 2,928,039

Accumulated depreciation and impairment losses(57,289)(110,761)(2,373,829)

NET BOOK AMOUNT25,970 97,854 554,210

CATALYSTSREFINERY TO

AUCKLAND

PIPELINE

WIRI OIL

TERMINAL

(LEASED)

EQUIPMENT AND

VEHICLES

CAPITAL WORK IN

PROGRESS

TOTALINTANGIBLES

$000$000$000$000$000$000$000

80,885 224,497 44,167 129,739 90,984 3,735,952 14,309

(39,600)(116,081)(41,442)(88,458)- (2,544,004)-

41,285 108,416 2,725 41,281 90,984 1,191,948 14,309

41,285 108,416 2,725 41,281 90,984 1,191,948 14,309

4,206 125 - 4,480 (13,175)78,844 7,828

(1)- - (2)(430)(433)-

(10,057)(3,389)(390)(6,210)- (99,058)-

35,433105,1522,33539,54977,3791,171,30122,137

84,856 224,621 44,042 134,204 77,379 3,751,521 22,137

(49,423)(119,469)(41,707)(94,655)- (2,580,220)-

35,433 105,152 2,335 39,549 77,379 1,171,301 22,137

35,433 105,152 2,335 39,549 77,379 1,171,301 22,137

1,963 (18)- 911 (17,957)25,111 4,785

(230)- - - - (225)(7,384)

(6,164)(3,927)(380)(4,343)- (86,550)-

(9,275)---(11,328)(222,503)-

21,727 101,207 1,955 36,117 48,094 887,134 9,968

81,627 224,603 44,042 135,346 59,422 3,764,953 9,968

(59,900)(123,396)(42,087)(99,229)(11,328)(2,877,819)-

21,727 101,207 1,955 36,117 48,094 887,134 9,968

11. Property, plant and equipment, and intangibles (continued)

(a) Summary of fixed assets movements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

68

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69

11. Property, plant and equipment, and intangibles (continued)

(b) Depreciation

NOTE

GROUP

2020

$000

GROUP

2019

$000

Depreciation on Property, Plant and Equipment11(a)86,550 99,058

Depreciation on Right-to-Use Assets

10455440

Loss on disposal of Property, Plant and Equipment213 433

DEPRECIATION CHARGE87,21899,931

12. Impairment assessment

Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may

not be recoverable. The carrying value of the Group’s assets were tested for impairment as at 30 June 2020, resulting in an impairment of assets

of circa $219 million (or circa $158 million net of deferred tax). In addition, the stock obsolescence provision was increased by $3.4 million

for the year ended 31 December 2020. The Company updated the impairment analysis as at 31 December 2020 and as a result of this latest

assessment, no change to the impairment loss recognised as at 30 June 2020 was identified.

Key judgements underpinning the 31 December 2020 assessment include:

• Strategic Review

As a result of the Strategic Review undertaken in 2020, the Company has transitioned to a simplified refinery from the start of the 2021 year,

aiming to achieve cash breakeven of the Group at the Fee Floor, while the commercial discussions with customers on the possible future

transition to an import terminal continue (refer to note 1).

As set out in note 1, there is inherent uncertainty associated with the potential conversion to an import terminal and its timing and the

potential outcomes from the commercial negotiations with the Company’s customers, which are not solely within the Company’s control, are

currently unknown.

The Processing Agreements are long-term “evergreen” contracts which, subject to any termination right arising at law, continue unless

renegotiated or terminated by mutual consent or by a customer on one year’s notice. As at the date of these financial statements, no

customer has given notice of termination and any decision to proceed with a conversion to an import terminal will require new agreements

with the Company’s customers to be voted on by non-customer shareholders. As such, the Board and Management have conducted the

value in use impairment assessment as at 31 December 2020 based on the Group’s existing business model and the existing Processing

Agreements, with updates to reflect the Company’s response to COVID-19 (see note 2) and taking into account the effects of the refinery’s

simplification from 2021.

Once commercial discussions with customers are finalised and if a decision to proceed with the conversion to an import terminal is approved

by non-customer shareholders, there may or may not be, a material favourable or unfavourable impact on future value in use assessments of

the carrying value of the Group’s assets.

• Resource consents

The Company’s resource consents for activities at its Marsden Point site are considered to be on track to be renewed prior to expiry in

May 2022. It is the opinion of Management and the Board that the risks of not renewing resource consents on a commercially acceptable

basis is low.

• New Zealand Emissions Trading Scheme (NZ ETS) and Climate Change Response (Zero Carbon) Amendment Act 2019

In April 2020 the Government approved the making of regulations to bring the Company in to the NZ ETS as an Emissions Intensive Trade

Exposed (EITE) business with an industrial allocation of carbon units, with effect upon the expiry of the Negotiated Greenhouse Agreement

with the Crown on 31 December 2022.

Under the regulations the Company’s industrial allocation entitlement will be based on 90% of the Company’s 2006-2009 emissions

data submitted in accordance with the Climate Change Response Act 2002. The Climate Change Response (Emissions Trading Reform)

Amendment Act 2020 provides for a 1% per year phase out of rates of assistance over 2021 to 2030, meaning that the applicable rate

of assistance at the time the Company enters the NZ ETS in 2023 would be 87%. This is the basis on which we have completed the 31

December 2020 impairment testing.

However, the Government has signalled that further regulatory reforms (resulting from a review of industrial allocation policy and electricity

factors), may result in very different allocative baselines in the future, including a change in the number of carbon units that the Company is

ultimately allocated when it enters the NZ ETS in 2023.

On 31 January 2021, the Climate Change Commission (hereinafter as “Commission”) released its draft advice for consultation on

New Zealand’s carbon budgets for the next 15 years. The draft budgets propose carbon budget targets of a 2% reduction on 2018

greenhouse gas emissions by 2025, a 17% reduction by 2030 and a 36% reduction by 2035 and a doubling of the containment reserve trigger

in the ETS to $70/tCO

2

. The Commission’s modelling indicates that meeting the 2050 target will involve marginal abatement costs at around

$140/tCO

2

in 2030.

A significant increase in carbon unit prices, or a change in the allocation of units to the Company under the NZ ETS may have a material

financial impact on the future financial performance of the Company.

• COVID-19 global pandemic

COVID-19 has had a significant impact on current demand for transport fuels and therefore demand for refined products, resulting in

significant market uncertainty. How long a recovery will take is uncertain and some independent experts are forecasting that the recovery

from COVID-19 will be slow, impacting the longer-term demand forecasts for transport fuels, particularly jet fuel which currently remains at

30-40% of pre-COVID-19 levels.

• Market outlook – refining margins

An increased supply of refined product and lower than expected demand for transport fuels in the Asia Pacific region has resulted in a

reduced outlook for refining margins generally. (Refer to note 1).

The global drop in oil demand triggered by COVID-19 and the expectation of a slow recovery in oil and refined products demand, particularly

jet fuel, has further exacerbated the oversupply in the global refining market. This has resulted in very weak refining margins during the

financial year, and significant uncertainty regarding refining margins in the future.

• Future New Zealand transport fuel demand

The Climate Change Response (Zero Carbon) Amendment Act 2019 has set a target for New Zealand to reduce its net emissions of all

greenhouse gases (except biogenic methane) to zero by 2050.

This target was reiterated in the draft advice issued by the Climate Change Commission on 31 January 2021, for consultation on

New Zealand’s carbon budgets. To meet targets set for the transport sector, the Commission assumes:

-The phase out of the import of light internal combustion engine vehicles between 2030 and 2035, leading to a 40% electric vehicle

penetration in the light vehicle market by 2035, with a consequential impact on domestic petrol demand.

-That medium and heavy trucks will electrify more slowly, with around 15% of the medium trucks and 8% of heavy trucks imported

into New Zealand being electric by 2030, increasing to 84% and 69%, respectively by 2035, with a consequential impact on

domestic diesel demand.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

70

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71

12. Impairment assessment (continued)

-A scale up of manufacturing low emissions fuels (i.e. biofuels or hydrogen-derived synthetic fuels), is assumed, with 140 million

litres per year of low emissions fuels by 2035 (an equivalent of circa 3% of total domestic liquid fuel demand, or 1.5% of total fuel

demand including international transport, in 2035).

According to the Commission, there will continue to be a need for liquid fuels for some transport uses, such as off-road vehicles and equipment,

aviation, and shipping. The Commission notes that given there is no commercially viable sustainable aviation fuel supply in New Zealand, the

aviation sector will be challenging to decarbonise.

The pace of transition to alternative fuels and the manner by which that transition may occur, remains uncertain. Any significant change in

demand for refined products in New Zealand could therefore impact, favourably or unfavourably, on future assessments of the carrying value of

the Group’s assets.

There is significant volatility and uncertainty in the market as a result of COVID-19 oversupply in the global refining market and proposead

Government policy to address climate change risks and the impacts on future demand for transport fuels, and the outlook for refiner’s margins

cannot be reliably predicted. Management and the Board have used their refining industry experience and independent expert forecasts, where

appropriate, to determine the base assumptions adopted in the impairment testing as at 31 December 2020. These and other assumptions

detailed in this note have the potential to impact the timing and other aspects of a potential conversion to an import terminal.

The approach to the impairment testing, including the key assumptions and sensitivities, reflecting the market uncertainty,

are outlined below:

Cash Generating Unit

The Group identifies two cash generating units being: Refining NZ’s assets and the assets of its subsidiary, Independent Petroleum Laboratory

Limited (‘IPL’).

Recoverable amount

The recoverable amount of the assets was determined on a value in use basis using a discounted cash flow methodology. In determining the

recoverable amount, the Company considered fair value less cost of disposal, noting the inherent limitations in this approach as noted above

under Strategic Review (refer to note 1 for further detail).

Based on the impairment assessment carried out, the recoverable amount of the Company’s assets was determined at circa $770 million which

resulted in an impairment loss of circa $219 million being recognised for the year ended 31 December 2020 (circa $158 million net of deferred

tax) and allocated to the refining segment.

Key assumptions

The key assumptions used in the impairment testing include:

–NZ transport fuel demand

Refining NZ uses demand forecasts formulated by an independent expert, which reflects a faster transition away from fossil fuels, driven

by New Zealand’s commitment to zero net greenhouse gas emissions by 2050, than previously anticipated. According to the latest demand

outlook, petrol and diesel demand will start declining from circa 2025 and 2030, respectively, reaching the Company’s refinery production

levels by circa 2035 and 2040, respectively. This outlook is considered to be largely in line with the Climate Change Commission ‘Draft

Advice for Consultation’ issued on 31 January 2021.

Jet fuel demand forecasts have a wide range due to the uncertainty around COVID-19 recovery and viable alternative sources of energy for

air travel, however independent expert forecasts used by the Company have demand forecast to recover to pre-COVID-19 levels by 2025

and grow until circa 2040. Given the long-term uncertainty with respect to alternative fuels, including biofuel demand which could replace

some of the decline in crude oil derived fuel production, potential contribution of biofuel demand to revenue has not been considered for

impairment assessment purposes at this time.

–Refining and pipeline volume

The base assumption is that the refinery will operate until 2035, followed by a conversion to an import terminal, noting that the outlook for

transport fuels demand remains highly uncertain. The Processing Agreements are long-term “evergreen” contracts which, subject to any

termination right arising at law, continue unless renegotiated or terminated by mutual consent or by a customer on one year’s notice. As at

the date of these financial statements, no customer has given notice of termination and therefore the assumed date for conversion to an

import terminal in 2035, is aligned to the timeframe by which the refinery’s production is forecast to exceed domestic petrol demand.

The refinery and pipeline throughputs were assumed at an average of circa 34 million barrels and circa 18.5 million barrels per annum,

respectively, in the 15-year period to 2035. Near-term volumes have been adjusted for the impacts of COVID-19 driven demand reduction;

longer-term, Refining NZ used demand forecasts developed by independent industry experts.

–Refining margins and pipeline fees

Consistent with previous impairment assessments, the Company has used refining margin forecasts developed based on the latest crude

and product pricing issued by independent expert market commentators used by Refining NZ. Given the current uncertainty in outlook, a

downside to these forecasts has been incorporated into the gross refining margins used for this impairment assessment. Whilst margins are

not expected to recover to above the Fee Floor equivalent until 2023, independent forecasts assume margins averaging to circa USD6.00 per

barrel through the refinery forecast period to 2035.

Pipeline revenue in the 15-year period to 2035 is determined with reference to the current Processing Agreement to 2035, and then

subsequently as a combination of estimated pipeline, terminal and wharfage fees.

–Exchange rate

Forward rates as at the end of the reporting period have been applied, with a range of 0.70 to 0.73 over the forecast period.

–Operating costs and capital spend

Operating costs (excluding pass through costs such as natural gas) and capital spend associated with an operation of the simplified refinery

are assumed at an average of approximately $135 million and $55 million per annum, respectively, in the 15 years to 2035.

–Discount rate

A nominal post-tax weighted average cost of capital has been used as assessed by external advisors at 7.7% in the 15 years to 2035 (period

of the refinery operation) and 6% beyond 2035 (import terminal operation), noting that in the 31 December 2019 impairment assessment a

weighted cost of capital of 7.7% was used.

–Carbon cost

The Company will enter the NZ ETS as an Energy Intense Trade Exposed (EITE) business at the expiry of the Negotiated Greenhouse

Agreement on 31 December 2022. The base assumption is that the Company will receive an industrial allocation of 87% in 2023 with

a 1% per year phase out until 2030 and 2% beyond 2030. Carbon unit prices used average $42/t from 2021-2035 based on independent

expert forecasts.

–Import terminal conversion

An import terminal is assumed to commence its operation from 2036, with an estimated average revenue of circa $90 million per annum in

real terms, reflecting detailed analysis of the value of the infrastructure and forecast fuel demand assumptions. Operating and capital costs

are estimated at an average of circa $35 million per annum in real terms, reflecting managements best estimate of costs given forecast fuel

demand assumptions.

–Forecast period and terminal value

Due to the long-term, cyclical nature of the business, a 30-year forecast period has been adopted with a terminal value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

72

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73

12. Impairment assessment (continued)

Sensitivities

The following chart outlines a range of possible sensitivities associated with each of the key assumptions, across the full period modelled and

based on a range of potential outcomes for each of these assumptions. It should be noted that changes in a combination of the key assumptions

could also have a significant impact upon the recoverable amount assessed.

*The sensitivity shown for EITE industrial allocations under the ETS and carbon unit prices is intended to show both the impact of a change in

the industrial allocation made to the Company (from 87% on entry to the NZ ETS 2023) as well as the impact of a change in carbon costs. For

illustrative purposes, a sensitivity has been shown based on a 60% allocation in 2023 and a 1% per year phase out of rates of assistance over

2021 to 2030, and a carbon cost of $70/t (being a doubling of the containment reserve trigger in the ETS as proposed by the draft advice from

the Climate Change Commission).

13. Operating leases

Lease income from operating leases, where the Group is a lessor, are recognised as income on a straight-line basis over the period of the lease.

The Group leases land and refining plant to Wiri Oil Services Limited (refer to note 5) under a non-cancellable operating lease which expires in

February 2025 with no right of renewal. The annual Wiri land and terminal lease income and cost are recognised on a straight-line basis over

the period of lease and amounted to $0.5 million and $6.0 million, respectively, in 2020 (2019: $0.5 million and $6.0 million).

GROUP

2020

$000

GROUP

2019

$000

Lease payments receivable from operating leases where the Group is a lessor

–No later than one year6,589 6,609

–One to five years14,692 21,248

–Beyond five years- -

TOTAL21,281 27,857

14. Capital commitments

Commitments are related to asset purchases contracted as at the reporting date but not provided for in the consolidated financial statements.

As at 31 December 2020 the capital commitments amounted to $20.2 million (31 December 2019: $28.1 million).

15. Provisions

Provisions of $7.8 million include the jetty restoration provision of $6.9 million (31 December 2019: $11.8 million) and the platinum reclamation

provision relating to leased platinum (refer to note 10 for further details).

The restoration of the seabed which the jetty is situated on at Marsden Point is dependent on, the term of the lease, inflation rate (2020: 1.5%,

2019: 2%) and discount rate assumptions (2020: 3.58%, 2019: 1.83%).

These changes resulted in a net decrease in the provision of $5.5 million. An increase in the provision as a result of the passage of time

(unwinding of discount) of $0.2 million was recognised as a finance cost.

16. Trade and other receivables

NOTE

GROUP

2020

$000

GROUP

2019

$000

Processing fees11,967 4,096

Product distribution3,0273,773

Other trade receivables3,6964,023

Excise duty

19135,793127,581

Derivatives pending settlement9291,645

Other receivables and prepayments5,482 3,945

TOTAL TRADE AND OTHER RECEIVABLES160,894145,063

Trade receivables in respect of processing fees and distribution are due from customers, non-interest bearing and are normally settled on 7 to

21-day terms.

Excise duty receivable is due from customers and collected by the Parent on behalf of the New Zealand Customs Service and paid on the same

day each month (corresponding offset is presented as a payable in note 19).

Other receivables and prepayments generally arise from transactions outside the usual operating activities of the Group, for example prepaid

insurance premiums.

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and

payment by the customer exceeds one year. Therefore, the Group does not adjust any of the transaction prices for the time value of money.

No allowance for impairment loss has been recognised as at 31 December 2020 (2019: Nil). Credit risk disclosures required pursuant to NZ IFRS

9 are outlined in note 21(b).

The carrying value of trade receivables approximates their fair values.

Trade and other receivables related party balances are disclosed in note 5.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

WACC +/-1pp

OPEX (excl. nat gas) +/-10%

CAPEX +/-15%

Intake +5%/-10%

FX +/-10 cents

Refining margin +/-20%

Terminal volume +/-10%

Terminal revenue +/-10%

Carbon allocation -27pp reduction (*)

US$4.9

0.81

30.5mbbl

$58m

$158m

8.7%/7%

60%

$81m

2.1bl

5005506006507007508008509009501000 $M

US$7.3US$6.1

0.71

33.9mbbl

$50m

$143m

77%/6%

$90m

2.4bl

0.61

35.6mbbl

$43m

$129m

6.7%/5%

$99m

2.6bl

Allocation 87% and price $70/t

Allocation 60% and price $70/t

74

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75

17. Cash and cash equivalents

Reconciliation of net cash flow from operating activities to reported (loss)/profit:

NOTE

GROUP

2020

$000

GROUP

2019

$000

NET (LOSS)/PROFIT AFTER INCOME TAX(198,279)4,165

Adjusted for:

Depreciation, disposal and amortisation costs

11(b)87,218 99,931

Impairment223,697 -

Movement in deferred tax

6(b)(70,794)1,522

Add movement in deferred tax on items included in other comprehensive income

6(b)(1,950)(1,285)

Movement in provisions

15(4,841)1,777

“Less decrease/(increase) in jetty restoration provision

relating to property, plant and equipment “5,096 (1,491)

Employee share scheme entitlement reserve

23448241

Decrease/(Increase) in intangibles

1112,169 (7,828)

Less proceeds from sale of intangibles(13,320)-

Interest and other non-cash movements(679)620

Impact of changes in working capital items

(Increase)/decrease in trade and other receivables

16(15,831)7,649

(Decrease)/increase in trade and other payables

19(8,266)18,457

Less increase/(decrease) in trade and other payables relating to property, plant and equipment

and intangibles4,392 (712)

Increase/(decrease) in employee benefits

207,333 (9,280)

Less employee entitlements included in other comprehensive income

20(c)(4,130)7,681

Decrease/(increase) in income tax receivable5,218 (4,501)

Decrease in inventories

184,143 179

Net cash inflow from operating activities31,624 117,125

In the Consolidated Statement of Cash Flows, the deposits placements and withdrawals and bank borrowings receipts and repayments are

presented on a net basis as their turnover is quick, amounts are large, and the maturities are relatively short.

The below sets out an analysis of the Group’s liabilities for which cash flows have been, or will be, classified as financing activities in the

statement of cash flows:

CASH

AND CASH

EQUIVALENTS

BORROWINGS

DUE WITHIN

ONE YEAR

BORROWINGS

DUE AFTER

ONE YEAR

NET CASH

POSITION

FINANCE

LEASE DUE

WITHIN

ONE YEAR

FINANCE

LEASE DUE

AFTER

ONE YEAR

TOTAL

$000$000$000$000$000$000$000

NET (CASH)/ DEBT AS AT

1 JANUARY 2019(779)50,000 208,601 257,822 171 2,302 260,295

Cash flows (Cash)(4,476)(50,000)36,800 (17,676)- - (17,676)

Finance lease payments- - - - (171)(152)(323)

Adoption of IFRS 16 'Leases'- - - - 153 1,151 1,304

Other non-cash movements- - 1,215 1,215 95 (95)1,215

NET DEBT AS AT 1 JANUARY 2020(5,255)- 246,616 241,361 248 3,206 244,815

Cash flows(38,034)- 27,995 (10,039)- - (10,039)

Finance lease payments- - - - (200)- (200)

Other non-cash movements- - - - 154 734 888

NET (CASH)/DEBT AS AT

31 DECEMBER 2020(43,289)- 274,611 231,322 202 3,940 235,464

Cash and cash equivalents include $4.6 million (2019: $4.8 million) held by Refining NZ’s electricity futures broker as collateral.

18. Inventories

Inventories are reviewed annually for impairment. The inventory obsolescence depends on a number of assumptions, including age and

condition of each of the individual inventory items. As at 31 December 2020 the inventory obsolescence provision amounted to $8.2 million

(2019: $4.8 million).

The consumption of inventories and any associated write downs are recognised as part of the purchase of process materials and utilities and

materials and contractor payments expense lines in the Consolidated Income Statement.

Inventories are included in the negative pledge arrangement (refer note 9).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

76

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19. Trade and other payables

NOTE

GROUP

2020

$000

GROUP

2019

$000

Trade payables22,563 31,967

Goods services tax payable909 1,847

Deferred income

113,487 9,623

Excise duty

16135,793 127,581

TOTAL TRADE AND OTHER PAYABLES162,752171,018

Trade payables are unsecured, non-interest bearing and are usually paid within 30 days of recognition.

Changes to excise duties have no direct impact on the results of the Group as they are collected from the oil companies (note 16) and paid to the

New Zealand Customs Service on the same day each month.

Deferred income relates to the New Zealand Units (NZUs) received in advance – refer to note 11.

Trade and other payables related party balances are disclosed in note 5.

20. Employee benefits

Liabilities for employee benefits comprise the following:

20202019

CURRENTNON-CURRENTTOTALCURRENTNON-CURRENTTOTAL

NOTE$000$000$000$000$000$000

Defined benefit pension plan20(a)- 32,733 32,733 - 24,907 24,907

Medical plan

20(a)17 7,185 7,202 104 9,958 10,062

Wages, salaries, annual leave

and sick leave6,466 - 6,466 6,610 - 6,610

Redundancy provision4,372 - 4,372 - - -

Long-service leave and

retirement bonus414 4,901 5,315 1,147 6,029 7,176

TOTAL11,269 44,819 56,088 7,861 40,894 48,755

Defined benefit pension plan (scheme closed since 31 December 2002)

Nature of benefits

The Parent contributes to a defined benefit pension plan (the “Plan”) for eligible employees. The defined benefit pension plan obligation is

calculated annually by independent actuaries using the projected unit credit method, at present value of the estimated future cash outflows

using interest rates of government bonds that have terms to maturity approximating the terms of the related pension liability. There were no

Fund amendments, curtailments or settlements during 2020 (2019: Nil).

Total membership of the scheme as at 31 December 2020 was 192 (2019: 196) and includes:

• current staff members contributing to the scheme, who have pension entitlements based on final salary and membership;

• retirees/pensioners receiving regular pension payments;

• members receiving disability pensions, which can be paid from the Plan until normal retirement age.

Regulatory framework

The Financial Markets Authority licenses and supervises regulated superannuation schemes. The Fund is an employer related restricted

workplace savings scheme under the Financial Markets Conduct Act 2013 (the Act).

The Act requires an actuarial valuation to be performed for each defined benefit superannuation scheme at least every three years to assess

whether the Company’s current level of contributions to the Plan is sufficient to meet future obligations (funding valuation).

Responsibilities for the governance of the fund

The Trustees of the Fund are responsible for the governance of the Fund. The Trustees are appointed by the Company and have a legal obligation

to act solely in the best interests of the Fund beneficiaries. The Trustees have the following roles:

• Administration of the Fund and payment to the beneficiaries from Plan assets when required in accordance with the Plan rules.

• Management and investment of the Plan assets.

• Compliance with superannuation law and other applicable regulations.

Description of risks

Under the defined benefit pension plan the Group has a legal obligation to pay further contributions if the Fund does not hold sufficient assets

to pay all employees the benefits they are entitled to. There are a number of risks that could expose the Company to such a shortfall; the more

significant risks being:

• Investment returns – the funding valuation assumes a certain return on assets, which will be available to fund liabilities. Lower than

assumed returns could require the Company to increase contributions to offset the shortfall.

• Life expectancy – the majority of the Plan’s obligations are to provide benefits for the life of the member, so increases in life expectancy

will result in an increase in the Plan’s liabilities.

The Plan liabilities are calculated, for financial reporting purposes, using a discount rate set with reference to New Zealand Government Bonds.

A decrease in the government bond yield will increase Plan liabilities for financial reporting purposes, but not necessarily impact upon the

funding requirements of the Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

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20. Employee benefits (continued)

Medical plan (scheme closed since 1996)

The Parent pays health insurance premiums in respect of 15 former employees (2019: 21 former and current employees) when they retire,

until their death. This arrangement is no longer offered to new employees. The medical plan is accounted for in a similar manner to the

defined benefit plan outlined above, with an accounting valuation performed by an independent actuary at each balance date. In 2020 the

Company offered medical retirees a lump sum payment in exchange for ceasing on-going Company contributions. Three medical retirees

accepted this offer. (In February 2021, a further six medical retirees accepted a revised cash-out offer.)

Redundancy provision

An organisational restructure was undertaken in 2020 to reduce the workforce by around 25% with circa 90 employees leaving the Company

either through redundancies, retirements or resignations from November 2020 through to April 2021 (refer to note 1). The total cost of the

restructure was $5.6 million, recognised in wages, salaries and other benefits in the year ended 31 December 2020. Redundancy payments

totalling $1.2 million were paid out prior to 31 December 2020, with the balance of $4.4 million to be paid in the first quarter of 2021.

Long-service leave and retirement bonus

Long service leave and retirement bonuses are measured based on an actuarial assessment and represent the present value of the estimated

future cash outflows, which are expected as a result of employee services provided up to the balance date.

(a) Reconciliation of medical and defined benefit pension plan

MEDICAL PLANPENSION PLAN

PRESENT

VALUE OF

OBLIGATION

FAIR VALUE

OF PLAN

ASSETS

TOTALPRESENT

VALUE OF

OBLIGATION

FAIR VALUE

OF PLAN

ASSETS

TOTAL

NOTE$000$000$000$000$000$000

AT 1 JANUARY 2019 EXCLUDING TAXES(8,197)- (8,197)(106,120)83,054 (23,066)

Amounts recognised in consolidated

Income Statement:

Current service cost- - - (1,901)- (1,901)

Interest (expense)/income(226)- (226)(2,552)1,985 (567)

20(b)(226)- (226)(4,453)1,985 (2,468)

Amounts recognised in Other

Comprehensive Income

(excluding contributions tax):

Actual return on plan assets less interest

income- - - - 9,893 9,893

Actuarial losses arising from changes

in assumptions(550)- (550)(2,710)- (2,710)

Actuarial (losses)/gains arising from liability

experience(1,375)- (1,375)(748)- (748)

20(c)(1,925)- (1,925)(3,458)9,893 6,435

Contributions:

–Employers- - - - 2,411 2,411

–Plan participants- - - (453)453 -

Benefits paid286 - 286 5,735 (5,735)-

Premiums and expenses paid- - - 427 (427)-

Net Liability Excluding Taxes(10,062)- (10,062)(108,322)91,634 (16,688)

Contributions Tax(8,219)

NET LIABILITY IN BALANCE SHEET

31 DECEMBER 2019(10,062)(24,907)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

80

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20. Employee benefits (continued)

MEDICAL PLANPENSION PLAN

PRESENT

VALUE OF

OBLIGATION

FAIR VALUE

OF PLAN

ASSETS

TOTALPRESENT

VALUE OF

OBLIGATION

FAIR VALUE

OF PLAN

ASSETS

TOTAL

NOTE$000$000$000$000$000$000

AT 1 JANUARY 2020 EXCLUDING TAXES(10,062)- (10,062)(108,322)91,634 (16,688)

Amounts recognised in consolidated

Income Statement:

Current service cost- - - (2,117)- (2,117)

Interest (expense)/income(103)- (103)(1,126)939 (187)

Settlement gain933 - 933 - - -

20(b)830 - 830 (3,243)939 (2,304)

Amounts recognised in Other

Comprehensive Income (excluding

contributions tax):

Actual return on plan assets less interest

income- - - - 676 676

Actuarial losses arising from changes in

assumptions(745)- (745)(5,310)- (5,310)

Actuarial (losses)/gains arising from liability

experience2,397 - 2,397 759 - 759

20(c)1,652 - 1,652 (4,551)676 (3,875)

Contributions:

–Employers- - - - 936 936

–Plan participants- - - (394)394 -

Benefits paid379 - 379 5,458 (5,458)-

Premiums and expenses paid- - - 341 (341)-

Net Liability Excluding Taxes

20(d)(7,201)- (7,201)(110,711)88,780 (21,931)

Contributions Tax(10,802)

NET LIABILITY IN BALANCE SHEET

31 DECEMBER 2020(7,201)(32,733)

(b) Amounts recognised in the Consolidated Income Statement

MEDICAL PLANPENSION PLAN

2020

$000

2019

$000

2020

$000

2019

$000

Service cost--2,1171,901

Net interest cost103226187567

Settlement gain(933) - --

PLAN EXPENSE(830)2262,3042,468

Contributions tax- - 1,1371,217

PLAN EXPENSE PLUS TAXES(830)2263,4413,685

(c) Amounts recognised in the Consolidated Statement of Comprehensive Income

2020

$000

2019

$000

Defined benefit actuarial loss(4,551)(3,457)

Actual return on plan assets less interest income676 9,893

Actuarial gain/(loss) medical scheme2,585 (1,925)

Gains arising from settlement(933)-

Total recognised in other comprehensive income(2,223)4,511

Contributions tax(1,907)3,170

Total recognised in other comprehensive income with contributions tax(4,130)7,681

(d) Fair value of defined benefit pension plan assets

SIGNIFICANT

OBSERVABLE INPUTS

LEVEL 2

$000

Net current assets1,004

Debt instruments8,540

Investment Funds – Composite Funds 79,236

TOTAL ASSETS88,780

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

82

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20. Employee benefits (continued)

The percentage invested in each asset class at the balance date are:

PENSION PLAN

20202019

Australasian Equity11.1%10.3%

International Equity33.5%33.3%

Fixed Income33.1%33.3%

Cash10.8%11.3%

Property and Other11.5%11.8%

(e) Actuarial assumptions and funding arrangements

Assumptions are determined either by the Group in consultation with the independent actuary (such as expected rate of salary increases) or by

the independent actuary (mortality in retirement, discount rate).

As at 31 December 2020 the following actuarial assumptions were applied:

20202019

MEDICAL PLANPENSION PLANMEDICAL PLANPENSION PLAN

Discount rate1.8%1.7%2.1%2.0%

Expected rate of future salary increases- 1.5%- 2.5%

Pension increases- No provision- No provision

Mortality in retirementNew Zealand Life Tables 2012-2014 mortality table, set back by 1 year,

together with an age related future mortality improvement scale.

Health insurance premium8.0%- 8.0%-

Rate of Fringe Benefit Tax42.86%- 42.86%-49.25%-

The average term at which the expected future discounted cash flows are due is 12 years (2019: 13 years). The average undiscounted expected

term of all liabilities is 14 years (2019: 15 years).

Expected employer contributions to the defined benefit pension plan and medical scheme in 2021 is $995,000 (after the deduction of ESCT) and

$251,000 respectively.

The last full actuarial valuation performed under the Financial Markets Conduct Act 2013 was as at 31 March 2019 at which time the

Defined Benefit Plan was fully funded based on the assumptions used by the Actuary. These assumptions were consistent with the actuarial

assumptions outlined above, except for the discount rate determined based on the expected long-term future returns of the plan rather than the

risk-free rate of return. The funding objective adopted at the 31 March 2019 funding valuation is to ensure that the Fund’s assets are not less

than the value of accrued benefits. The Company contributes a fixed amount of $1.5 million (including contributions tax at 33%) and a lump sum

contribution to fund new disability pensions. The next statutory actuarial valuation is due no later than 31 March 2022.

(f) Sensitivity analysis – pension plan

The sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur,

and changes in some of the assumptions may be correlated. The methods and types of assumptions used in preparing the sensitivity analysis

are consistent with those applied during the comparative reporting period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2019 1% movement discount rate

2020 1% movement discount rate

2019 1 year movement in life expectancy

2020 1 year movement in life expectancy

2019 1% Salary Movement

2020 1% Salary Movement

Decrease in defined obligationIncrease in defined obligation

-15000-10000-500005000100001500020000

2,915

3,311

2,893

2,145

-2,631

-2,994

-3,031

-11,770

-2,163

-12,004

14,279

14,876

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21. Financial risk management

The Group’s activities expose it to a variety of financial risks (market, credit and liquidity) in the normal course of the Group’s business.

Risk management is performed by Group Management who evaluate and hedge certain financial risks including currency risk and interest rate

risk under a Treasury Policy that is approved by the Board of Directors.

a) MARKET RISK

Market risk includes refining margin, electricity pricing, currency and interest rate risk.

Refining margin risk

The refining margin (margin) generated by the Group is a key input to the calculation of the processing fee revenue which is set as 70% of

the gross refining margin generated, subject to a fee floor of circa $140 million (2019: $136 million), and margin cap of USD9.00 per barrel

for each customer. This 70/30 split of the refining margin reflects the fact that Refining NZ’s customers bear the risks and associated costs of

crude purchasing, the finance and currency costs and risks associated with maintaining crude, feedstock and product inventories, shipping and

demurrage risks and guaranteeing a minimum processing fee.

The margin is calculated as the typical market value of all the products produced, minus the typical market value of all feedstock processed. The

typical market value of products is determined by using quoted prices for the products in Singapore plus the typical freight cost to New Zealand

plus product quality premia. The typical value of feedstock is determined by using the market value for crude oil and other feedstock at the point

of purchase, plus the typical cost of freight to New Zealand.

Refining margin risk is the risk of volatility in the typical product and feedstock prices to which the Group is exposed. The Group’s revenue is

likely to be impacted, favourably or unfavourably, during periods of market price volatility (refer to notes 1 and 12). The Group does not hedge

this risk. The downside in the volatility of margin and foreign exchange risk is limited by the processing fee floor, which comes into effect if the

total processing fee for a calendar year does not exceed a minimum value.

Processing fee revenue in 2020 was charged at the fee floor which accounted for 61% of the Group’s total revenue (2019: 70%, with no fee floor

payments made by customers).

Electricity

The Group is also exposed to commodity price risk in relation to the purchase of electricity. This exposure exists as a result of the Group

purchasing electricity via the New Zealand Electricity Wholesale Market, which is subject to price volatility caused by both demand/supply

and transmission constraints. The Group uses electricity futures and Contracts for Differences to hedge the electricity price risk, with targeted

coverage of forecast consumption up to three years.

Currency risk

The Group is exposed to foreign exchange risk as a result of transactions denominated in currencies other than the Group’s functional currency.

The primary currencies giving rise to the currency risk are US dollar, Singaporean dollar, Euro and Australian dollar. Currency risk arises from the

processing fee (being calculated in US dollars and billed in New Zealand dollars) and future commercial transactions (purchase of property, plant

and equipment, goods or services).

The Group may enter into hedging agreements with Board approval and in accordance with the Group’s Treasury Policy which requires all

purchases of all capital items of value exceeding certain thresholds to be hedged with either forward exchange contracts or currency options.

Interest rate risk

The Group’s interest rate risk arises from fixed term borrowings at floating interest rates. The Group may use interest rate hedging instruments

to manage interest rate risk.

Sensitivity analysis

The graphs below summarise the potential impact of each type of market risk exposures on the Group’s profit before tax and equity (assuming all

other factors remain unchanged), except for electricity risk which was effectively hedged in 2019 and 2020.

• Price risk - an increase and decrease of refining margin by USD1.00 per barrel.

In 2020 there is no sensitivity due to a decrease in refining margins as the fee floor under the Processing Agreements was in effect for the

full year, with margins having to be at least USD2.78 per barrel higher in 2020, for Processing Fee revenue to be above the fee floor, (based

on the 2020 throughputs).

• Currency risk – the sensitivity analysis is presented based on the impact of the New Zealand dollar weakening or strengthening against

foreign currencies, such as US dollar, Singaporean dollar, Euro and Australian dollar. A 10% movement in foreign currencies is considered as

reasonably possible given the volatility in foreign exchange rates in the prior years.

There is no currency risk when the Company is at the Fee Floor as it is a fixed New Zealand dollar amount.

• Interest rate risk – a change in interest rates by 25 basis points (bps) is considered by the Group reasonably possible over the short-term.

In 2020 the remainder of the interest rate swaps matured leaving the Company exposed to $200 million floating debt (2019: $72.1 million).

b) CREDIT RISK

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as

credit exposures to customers from outstanding receivables and committed transactions.

For banks only parties with a minimum long-term credit rating of A+ or A1 are accepted. Gross limits are set for financial institutions and the

usage of these limits is determined by assigning product weightings to the principal amount of the transaction.

Transactions are spread across several counterparties to avoid concentrations of credit exposure. No credit limits were exceeded during the

reporting period and Management does not expect any losses from non-performance by counterparties.

The Group is exposed to credit risk if counterparties fail to make payments as they fall due in respect of payment of trade receivables as

invoices fall due 7-14 days for the Parent and 30 days for its subsidiary after being raised. The receivables from the oil companies (as disclosed

in the related party note 5) present a concentration of credit risk, however, Management has assessed the credit quality of these customers

as being high. Based on the analysis of the historical payments of the Group’s customers and with reference to their credit rating and short

payment terms, the Group assessed the expected credit losses in respect to 31 December 2020 receivables to be immaterial. No collateral is

held over trade receivables (refer to note 24).

The maximum exposure to credit risk at balance date is the carrying amount of the financial assets.

Overdue trade receivable balances at 31 December 2020, which were subsequently paid in January 2021, totalled $1.126 million

(2019: $0.343 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

2019 Equity (pre-tax)

2020 Equity (pre-tax)

2019 Profit or loss before tax

2020 Profit or loss before tax403

179

403

94

-403

-179

-403

-93

25 bps decrease ($000)

25 bps increase ($000)

-500-2500250500

86

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21. Financial risk management (continued)

c) LIQUIDITY RISK

The Group monitors rolling forecasts of liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining

sufficient headroom on the Group’s undrawn borrowing facilities (note 9).

Surplus cash held by the Group over and above the balance required for working capital management is invested in interest bearing current

accounts, term deposits, and money market deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient

headroom as determined by the above-mentioned forecasts.

Non-derivative financial liabilities

The following table sets out the maturity analysis for non-derivative financial liabilities based on the contractual terms as at balance date.

The amounts presented are the contractual undiscounted cash flows and are based on the expiry of the bank facility or maturity of the

subordinated notes.

The liquidity analysis set out below discloses cash outflows resulting from the financial liabilities only and does not consider expected net cash

inflows from financial assets (including trade receivables) or undrawn debt facilities which provide liquidity support to the Group. Contractual

cash flows associated with bank borrowings include interest for the period until the debt rollover date (typically within six months from the

balance date) and subordinated notes include interest in the period until 1 March 2034.

CONTRACTUAL CASH FLOWS

CARRYING

AMOUNT

LESS THAN

6 MONTHS

BETWEEN

6 MONTHS -

1 YEAR

BETWEEN

1-2 YEARS

BETWEEN

2-5 YEARS

OVER

5 YEARS

TOTAL CASH

FLOWS

GROUP 2020NOTE$000$000$000$000$000$000$000

NON-DERIVATIVE

FINANCIAL LIABILITIES

Trade payables

19(22,563)(22,563)- - - - (22,563)

Lease liabilities

10(4,142)(405)(277)(675)(1,817)(3,885)(7,059)

Bank borrowings

9(200,000)(1,290)345 (35,000)(165,000)- (200,945)

Subordinated notes

9(74,611)(1,913)(1,913)(3,825)(11,475)(107,513)(126,639)

TOTAL NON-DERIVATIVE

FINANCIAL LIABILITIES(301,316)(26,171)(1,845)(39,500)(178,292)(111,398)(357,206)

CONTRACTUAL CASH FLOWS

CARRYING

AMOUNT

LESS THAN

6 MONTHS

BETWEEN

6 MONTHS -

1 YEAR

BETWEEN

1-2 YEARS

BETWEEN

2-5 YEARS

OVER

5 YEARS

TOTAL CASH

FLOWS

GROUP 2019NOTE$000$000$000$000$000$000$000

NON-DERIVATIVE

FINANCIAL LIABILITIES

Trade payables

19(31,967)(31,967)- - - - (31,967)

Lease liabilities

10(3,454)(252)(290)(532)(1,551)(3,499)(6,124)

Bank borrowings

9(172,100)(1,681)- (98,100)(74,000)- (173,781)

Subordinated notes

9(74,516)(1,913)(1,913)(3,825)(11,475)(111,337)(130,463)

TOTAL NON-DERIVATIVE

FINANCIAL LIABILITIES(282,037)(35,813)(2,203)(102,457)(87,026)(114,836)(342,335)

Derivative financial liabilities

The table below details the liquidity risk arising from derivative liabilities held by the Group at balance date. Derivative financial liabilities are

split into the Gross settled derivatives which include foreign exchange forward contracts with the inflow being based on the foreign currency

converted at the closing spot rate, and the net settled derivatives which include interest rate swaps (with the floating rate being based on the

most recent rate set), electricity futures and contracts for differences.

CONTRACTUAL CASH FLOWS

CARRYING

AMOUNT

LESS THAN

6 MONTHS

BETWEEN

6 MONTHS -

1 YEAR

BETWEEN

1-2 YEARS

BETWEEN

2-5 YEARS

OVER

5 YEARS

TOTAL CASH

FLOWS

GROUP 2020NOTE$000$000$000$000$000$000$000

DERIVATIVE FINANCIAL

INSTRUMENTS

Net settled derivatives

227,438 4,809 3,232 (603)- - 7,438

Gross settled derivatives

Outflows- - - - - - -

Inflows- - - - - - -

Total gross settled

derivatives- - - - - - -

TOTAL DERIVATIVE

FINANCIAL LIABILITIES

227,438 4,809 3,232 (603)- - 7,438

CONTRACTUAL CASH FLOWS

CARRYING

AMOUNT

LESS THAN

6 MONTHS

BETWEEN

6 MONTHS -

1 YEAR

BETWEEN

1-2 YEARS

BETWEEN

2-5 YEARS

OVER

5 YEARS

TOTAL CASH

FLOWS

GROUP 2019NOTE$000$000$000$000$000$000$000

DERIVATIVE FINANCIAL

INSTRUMENTS

Net settled derivatives

22(4,302)524 (74)(2,001)(2,739)- (4,290)

Gross settled derivatives

Outflows- (87)(1,193)(4,757)- - (6,037)

Inflows- 89 1,179 4,706 - - 5,974

Total gross settled

derivatives

22(86)2 (14)(51)- - (63)

TOTAL DERIVATIVE

FINANCIAL LIABILITIES

22(4,388)526 (88)(2,052)(2,739)- (4,353)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

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22. Derivative financial instruments

Derivatives are only used for economic hedging purposes and not as speculative investments. The Group designates certain derivatives as

hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge).

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity

in the cash flow hedge reserve. Hedge effectiveness is determined at inception of the hedge relationship, and through periodic effectiveness

assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The gain or loss relating to the

ineffective portion is recognised immediately in other operating gains/losses in the Income Statement.

The fair value of derivative financial instruments approximates their carrying value.

The net movement in the cash flow hedge reserve comprises:

2020

$000

2019

$000

Foreign exchange hedges transferred to property, plant and equipment86 (13)

Foreign exchange contracts entered into during the year- (90)

Interest rate swaps maturing in the year3,566 1,301

Movement in value of interest rate swaps held throughout the year- 1,998

Electricity futures and contracts for differences entered into during the year(561)(780)

Electricity futures and contracts for differences settled in the year(4,732)(5,510)

Movement in value of electricity futures held throughout the year12,733 -

Gross movement in cash flow hedge reserve 11,092 (3,094)

Deferred tax(3,106)866

Net movement in cash flow hedge reserve 7,986 (2,228)

The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more

than 12 months.

Financial instruments are measured at fair value using the following fair value measurement hierarchy:

Level 1 – Quoted prices from the Australian Securities Exchange (ASX) for electricity futures,

Level 2 – Inputs other than quoted prices included within level 1 that are observable for:

– Interest rate swaps: fair value calculated as the present value of the estimated future cash flows based on observable yield curves,

and

– Forward foreign exchange contracts: fair value determined using forward exchange rates at the balance date, with the resulting value

discounted back to present value.

– Contracts for differences: fair value determined using the inputs from active market (ASX) for electricity futures, adjusted for

respective location factors.

20202019

ASSETSLIABILITIESASSETSLIABILITIES

NOTE$000$000$000$000

Cash flow hedges:

–forward foreign exchange contracts- - - (15)

–electricity futures and contracts for differences8,766 (725)4,421 (416)

–interest rate swaps - - - (3,566)

TOTAL CURRENT PORTION8,766 (725)4,421 (3,997)

Cash flow hedges:

–forward foreign exchange contracts- - - (71)

–electricity futures and contracts for differences371 (974)205 (4,946)

–interest rate swaps - - - -

TOTAL NON-CURRENT PORTION371 (974)205 (5,017)

NET POSITION

217,438 (4,388)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

90

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22. Derivative financial instruments (continued)

The effects of the derivative financial instruments on the Group’s financial position and performance are as follows:

FOREIGN EXCHANGE FORWARD CONTRACTS

INTEREST

RATE SWAPS

ELECTRICITY

FUTURES AND

CONTRACTS FOR

DIFFERENCESAUDEURSGDUSD

31 DECEMBER 2020

Carrying amount – net asset/(liability) ($000)- - - - - 7,438

Notional amount (equivalent of NZ$000)- - - - - 45,097

Maturity date- - - - - 2021-2022

Hedge ratio- - 1:11:11:11:1

Change in fair value of hedging instrument

($000)- - (4)90 3,566 8,174

Weighted average hedged rate

AU$/NZ$EUR/NZ$SG$/NZ$US$/NZ$

-----$100.2/MWh

FOREIGN EXCHANGE FORWARD CONTRACTS

INTEREST

RATE SWAPS

ELECTRICITY

FUTURES AND

CONTRACTS FOR

DIFFERENCESAUDEURSGDUSD

31 DECEMBER 2019

Carrying amount – net asset/(liability) ($000)- - 4 (90)(3,565)(736)

Notional amount (equivalent of NZ$000)- - 202 5,836 100,000 85,060

Maturity date- - 2020-20212020-202120202020-2022

Hedge ratio- - 1:11:11:11:1

Change in fair value of hedging instrument

($000)3 (12)(4)(90)3,299 (6,973)

Weighted average hedged rate

AU$/NZ$EUR/NZ$SG$/NZ$US$/NZ$

--0.92520.66555.65%$113.4/MWh

For all hedges the quantity of the hedging instrument matched the quantity of the hedged items therefore the hedge ratios were 1:1.

Electricity futures and contracts for differences are used to hedge highly probable cash flows associated with purchases of electricity at

spot market and an ineffective portion of the hedge may occur due to a volume mismatch and location factor. At balance date the hedge

ineffectiveness from these cash flow hedges amounted to $79,000 (2019: $73,000).

23. Employee share-based payments

The Company operates the following share schemes:

• A Share Rights Plan for the Chief Executive Officer (‘plan’) in the form of:

-a grant of initial performance rights equivalent to one year’s base salary ($995,000) that will vest on the fourth anniversary of

commencement subject to vesting conditions being that the CEO has to remain in the role during the four-year period after grant

date being the commencement of the employment;

-performance rights equivalent to 25% of base salary on the first anniversary of the commencement date, 25% on the second

anniversary and 50% on each successive anniversary, with each tranche having a three-year vesting period with a further year

to vest.

The CEO’s entitlements under the Share Rights Plan (or any other share rights plan) on vesting are capped at NZ$6 million.

In the year ended 31 December 2020, the Company recognised an expense of $0.20 million in relation to the Chief Executive Officer’s share

rights plan.

• An Employee Share Purchase Scheme (“scheme”)

The Scheme qualifies as an “Exempt ESS” under section CW26C of the Income Tax Act 2007and is classified for accounting purposes as

equity-settled transactions. Eligible employees are offered $1,000 worth of shares, multiplied by the Business Performance Factor (BPF)

during the year of award and increased by an employee contribution of $1. The shares are either purchased on market (as in 2019) or issued

(as in 2020) and held by CRS Nominees Limited, during a three-year vesting period. As at 31 December 2020 there have been 214,975 shares

vested to the Company employees (31 December 2019: 92,910).

The details of the scheme, including expenses arising from the scheme (as presented in Employee Share Scheme Entitlement Reserve),

are as follows:

PERFORMANCE

YEAR

GRANT

DATE

VESTING DATENUMBER

OF ELIGIBLE

EMPLOYEES

COMPANY

CONTRIBUTION

PER EMPLOYEE

EXPENSES ARISING FROM THE SCHEMETOTAL

20162017201820192020

$$000$000$000$000$000$000

Employee Share Scheme

201629 March 20174 May 20202971,25091628010017350

201726 March 20188 May 2021302 1,050 -77 70 68 43 258

201826 March 20196 May 2022314 900 -- 68 65 53 186

201926 March 20206 May 2023291 981 ----129 129

2020 (*)------ - - - -

Share Rights Plan -CEO

20206 April 20206 April 20241 - ----206 206

4481,129

SHARES VESTED IN 2020 (350)

SHARE SCHEME RESERVE AS AT 31 DECEMBER 2020779

(*) A share offer in relation to the performance year 2020 has not been made by the Company to its employees as at 31 December 2020.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

92

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23. Employee share-based payments (continued)

Shares issued or acquired by the Company are held as Treasury Stock by CRS Nominees Limited until vesting. The movement in Treasury Stock

during the year ended 31 December 2020 is as follows:

20202019

NUMBER OF

SHARES

AVERAGE

PURCHASE/

ISSUE PRICE

VALUE OF

SHARES

NUMBER OF

SHARES

AVERAGE

PURCHASE/

ISSUE PRICE

VALUE OF

SHARES

ACQUIRED

000’s$ per share$000000’s$ per share$000

AT 1 JANUARY417.62.30960375.82.58969

Shares issued317.20.90286---

Shares acquired---134.72.10283

Shares vested(215.0)2.39(513)(92.9)3.14(292)

AT 31 DECEMBER519.81.41733417.62.30960

24. Contingencies

Refining NZ has received contractual dispute notices from each of its three oil company customers in relation to the steps it is taking to simplify

its refinery and reduce throughput in response to a reduction in demand for its products. Refining NZ has also issued its own dispute notice in

which the Company makes a separate claim that the total fee “floor” payable by all of the customers should be higher. (Refer to note 1).

In 2020, Refining NZ undertook a Strategic Review, the outcome of which was a decision to simplify its refinery operations to reduce throughput

and cost in the near term. Refining NZ did this with a view to operating on a cash neutral basis while margins remain at a level that require

its customers to pay it a minimum annual fee under its Processing Agreement with each of them (the fee “floor”). In parallel, Refining NZ is

exploring with its customers a potential future transition to an import terminal, which the customers have advised is their preference.

Refining NZ’s simplification project involves reducing refining capacity by circa 18% to circa 34 million barrels per annum, with total refined

fuels production levels similar to levels at the time of commencement of the Processing Agreement in 1995 and bitumen production ceased.

The changes are intended to enable Refining NZ to operate at the lowest cost possible while continuing to meet its contractual obligations

to its customers, thus providing time to consider options for the future. Refining NZ undertook the simplification changes following its

customers’ rejection of proposals Refining NZ made to them to increase their minimum fee floor payments in order to maintain refining

capacity at 2020 levels.

Refining NZ’s customers have each given notice that they object to the simplification changes. They have served formal contractual dispute

notices expressing the view that Refining NZ is not entitled to make the changes. They have either indicated that they expect to suffer

significant losses as a result of the changes, for which they say Refining NZ will be contractually liable, or they reserved their rights. In addition,

Z Energy Limited has stated that it intends to withhold any top-up sum necessary to reach the fee floor in respect of the 2021 financial year.

While they have indicated that they will pay the first invoice due in February 2021, pending resolution of the dispute, it has been expressly

stated to be without prejudice to their position.

Refining NZ believes that it is entitled under its Processing Agreements to simplify its refinery operations and it does not accept that it is

liable for any losses that the customers may incur as a result. If necessary, it intends to rely upon certain contractual liability protections in its

Processing Agreements with its customers. In addition, Refining NZ believes that Z Energy is obliged to pay any top-up sum necessary to reach

the fee floor and would be in breach of its Processing Agreement if it does not make such payments as are required under it.

Refining NZ is negotiating term sheets for the proposed conversion to an import terminal with each of its customers, who at present are not

actively pursuing the disputes raised in their dispute notices. Some or all customers may decide to progress the disputes.

Given the nature of the disputes, they are expected to take some time to resolve if referred to arbitration. In order to avoid the uncertainties

and disruption caused by the disputes and preserve its commercial relationships with its customers, Refining NZ intends to continue to work

with customers to seek to agree terms for an import terminal conversion which are acceptable to both Refining NZ and customers, and respond

to customer disputes should they choose to progress them while these negotiations are ongoing. Disclosure of an estimate of the financial

effect of the disputes has not been made as contemplated by NZ IAS 37, on the basis the possibility of an outflow of resources is remote, and

disclosure would prejudice seriously the position of Refining NZ.

25. Auditor’s fees

NOTE

GROUP

2020

$000

GROUP

2019

$000

Auditor’s fees comprises:

Audit of financial statements 225 215

Reimbursement of travel and accommodation 20 15

Other assurance services:

AGM scrutineering 5 -

Interim review 20 -

Other services:

Executive development course fees - 49

Remuneration market data report - 8

AUDITOR’S FEES270 287

The 2019 fees for the Darden Executive Development Program and the Remuneration market data report were paid to EY prior to their

appointment as auditors of the Company.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

94

Refining NZ Consolidated Financial Statements 2020Refining NZ Consolidated Financial Statements 2020


95

26. Non-GAAP disclosures

Refining NZ’s standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (NZ GAAP) is net profit/(loss) after

tax. Refining NZ has used non-GAAP measures when discussing financial performance in this Report. The Directors and Management believe

that these measures provide useful information as they are used internally to evaluate segmental and total Group performance, to establish

operating and capital budgets as well as being used for bank covenant purposes.

Non-GAAP profit measures are not prepared in accordance with NZ IFRS (New Zealand equivalents to International Financial Reporting

Standards) and are not uniformly defined, therefore the audited non-GAAP profit measures included in this report are not comparable with

those used by other companies. They should not be used in isolation or as a substitute for GAAP profit measures as reported by Refining NZ in

accordance with NZ IFRS. Terms are defined as follows:

Reported EBITDA: Reported Net Profit/(Loss) before depreciation and disposal costs, impairment of assets, finance costs and

income tax.

Adjusted EBITDA: Reported EBITDA adjusted for other non-cash expenses and used for bank covenant purposes.

NOTE

GROUP

2020

$000

GROUP

2019

$000

Reported net (loss)/profit after tax for the year (GAAP)(198,279)4,165

Add back:

Income tax

6(a)(73,133)694

Net finance costs10,920 13,445

Impairment of assets

12223,697 -

Depreciation and disposal costs

11(b)87,218 99,931

Reported EBITDA50,423 118,235

Add back non-cash expenses:

Stock obsolescence provision

183,383 155

Defined benefit pension fund cost

20(b)3,441 3,685

Non-cash share rights cost568 -

Interest income176 44

Loss on disposal

11(b)(213)(433)

Stock write off800195

Adjusted EBITDA58,707121,881

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

27. Events subsequent to balance date

Climate Change Commission released its draft advice for consultation

On 31 January 2021, the Climate Change Commission released its draft advice for consultation on New Zealand’s carbon budgets for the next

15 years. The budgets are underpinned by an assumed transition to alternative fuels, including electric vehicles, biofuels and hydrogen-derived

synthetic fuels. A significant change in demand for refined products in New Zealand would impact refinery throughputs and the assumed date

for a conversion to an import terminal as outlined in note 12.

COVID-19 Auckland Level 3

On 14 February 2021 the Government announced a change in Alert Levels to Level 3 in Auckland and Level 2 in the rest of the Country.

The duration of these new measures is currently unknown and may have an impact on the New Zealand fuel demand and volumes of product

supplied to Auckland via the Refinery to Auckland Pipeline. As of the date of these financial statements, the Refinery continues to operate as an

essential service with appropriate safety measures in operation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

Refining NZ Annual Report 2020

9796


Refining NZ Annual Report 2020

INDEPENDENT

AUDITOR’S REPORT

Opinion

We have audited the consolidated financial statements

of The New Zealand Refining Company Limited (“the

company”) and its subsidiaries (together “the group”) on

pages 44 to 95, which comprise the consolidated balance

sheet of the group as at 31 December 2020, and the

consolidated income statement, consolidated statement

of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows

for the year then ended of the group, and the notes to the

consolidated financial statements including a summary of

significant accounting policies.

In our opinion, the consolidated financial statements on

pages 44 to 95 present fairly, in all material respects,

the consolidated financial position of the group as at 31

December 2020 and its consolidated financial performance

and cash flows for the year then ended in accordance

with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting

Standards.

This report is made solely to the company's shareholders,

as a body. Our audit has been undertaken so that we might

state to the company's shareholders those matters we are

required to state to them in an auditor's report and for no

other purpose. To the fullest extent permitted by law, we

do not accept or assume responsibility to anyone other than

the company and the company's shareholders, as a body,

for our audit work, for this report, or for the opinions we

have formed.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (New Zealand). Our responsibilities

under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements

section of our report.

We are independent of the group in accordance with

Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board,

and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Ernst & Young provides other assurance services to the

group. Partners and employees of our firm may deal with

the group on normal terms within the ordinary course of

trading activities of the business of the group. We have no

other relationship with, or interest in, the group.

Emphasis of Matter

We draw attention to Note 1 of the financial statements,

which outlines the status and potential outcomes of the

strategic review being undertaken by the group. Our

opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our

professional judgment, were of most significance in our

audit of the consolidated financial statements of the current

year. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole,

and in forming our opinion thereon, but we do not provide a

separate opinion on these matters. For each matter below,

our description of how our audit addressed the matter is

provided in that context.

We have fulfilled the responsibilities described in the

Auditor’s responsibilities for the audit of the financial

statements section of the audit report, including in relation

to these matters. Accordingly, our audit included the

performance of procedures designed to respond to our

assessment of the risks of material misstatement of the

financial statements. The results of our audit procedures,

including the procedures performed to address the matters

below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.



INDEPENDENT AUDITOR’S REPORT TO THE

SHAREHOLDERS OF NEW ZEALAND REFINING

COMPANY LIMITED GROUP

98

Refining NZ Annual Report 2020Refining NZ Annual Report 2020


99

Impairment

Why Significant

NZ IAS 36 requires the group to assess whether any

indicators of impairment exist for each cash generating unit

(“CGU”). If an indicator of impairment exists for a CGU, the

group must estimate the recoverable amount of the CGU.

The group concluded impairment indicators existed for the

NZ Refining CGU and impairment testing was undertaken

for the CGU.

In performing impairment testing the group estimated both

the value in use and fair value less cost to sell of the CGU

and compared these to the recorded value of the CGU’s net

assets. The group has recognised an impairment of $223

million in the year.

The impairment testing process is complex and highly

judgmental. It is based on assumptions which are impacted

by the anticipated future operating model of the business,

expected future performance and market conditions. The

recoverable amount is highly sensitive to changes in key

assumptions, judgements and estimates used.

Disclosures regarding the group’s key assumptions and the

sensitivity of the result to these assumptions is included in

Note 12 of the financial statements.

How our audit addressed the key audit matter

In obtaining sufficient appropriate audit evidence we:

• evaluated the group’s determination of CGUs based on

our understanding of the nature of the group’s business

units.

• evaluated the group’s assessment of whether indicators

of impairment or reversal of impairment existed.

• gained an understanding of the group’s impairment

assessment process and the basis for determining key

assumptions.

• evaluated the assumptions and methodologies used by

the group. We considered the judgements and estimates

underlying the forecast cash flows and the information

which the group used to make those estimates, such as

gross refining margin, fuel demand, foreign exchange

rates, operating costs and inflation rates.

• involved our valuations specialists extensively to assist in

key aspects of our impairment audit work which included

evaluating the value in use and fair value less costs to

sell discounted cash flow models prepared by the group

and their inputs as well as performing sensitivity analysis

on the models. In doing so, we:

-considered the potential impacts of planned

operational initiatives and the strategic review, and

how these had been included in management’s cash

flow assumptions and sensitivities;

-considered future fuel demand profiles and compared

the volumes included in management’s models to

third party views obtained by the group;

-considered refining margins with reference to third

party forecasts and analyst views;

-evaluated discount rates, inflation rates and foreign

exchange rates with reference, where applicable, to

market information and indices, broker reports and

our assessments; and

-considered a third party report relating to verification

of the mathematical accuracy of the group’s

impairment models.

• considered the adequacy of the disclosures regarding

the assumptions, key estimates and judgements applied

by management and sensitivities in relation to the

group’s impairment assessment.

Processing Fee Revenue

Why Significant

The most significant revenue stream of the group, and a

key determinant of its operating result, is processing fee

revenue. In 2020 this amounted to $142m of the total

group revenue of $234m.

Processing fees are material related party transactions with

the group’s shareholding oil companies, who are also its

customers.

The processing fee calculation is complex and includes

many variables and, when applicable, fee floor payments.

The calculation is based on an agreed formula defined in

the processing agreements with each of the shareholding

oil companies. Note 21 (a) discloses a summary of the

method of calculation and the key inputs into the calculation

of the processing fees, including fee floor payments.

Notes 4 and 5 of the consolidated financial statements

explain the accounting policies used and an analysis of

processing fee revenue.

How our audit addressed the key audit matter

In obtaining sufficient appropriate audit evidence we:

• evaluated the group’s process for calculating and

recording processing fee revenue. We understood

and verified the design of key controls including

management’s review and authorisation of monthly

processing fee calculations.

• understood the processing fee calculation methodology

used to recognise revenue and compared this to the

method and pricing prescribed in the processing fee

agreements, including the application of the fee floor.

• used data analytic techniques to assess the correlation

of revenue, trade receivables and cash.

• confirmed the total annual processing fee with each

customer.

• tested payments received from the shareholding oil

companies during the year and agreed post year-

end cash receipts from each of the shareholding oil

companies to the outstanding receivables at year end.

• reviewed the group’s disclosures with regard to IFRS 15,

‘Revenue from Contracts with Customers’ and IAS 24

‘Related Parties’.

Information other than the financial

statements and auditor’s report

The directors of the company are responsible for the

Annual Report, which includes information other than the

consolidated financial statements and auditor’s report,

which is expected to be made available to us after the date

of this auditor’s report.

Our opinion on the consolidated financial statements does

not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other

information and, in doing so, consider whether the other

information is materially inconsistent with the consolidated

financial statements or our knowledge obtained during the

audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that

there is a material misstatement therein, we are required to

communicate the matter to those charged with governance

and, if uncorrected, to take appropriate action to bring the

matter to the attention of users for whom our auditor’s

report was prepared.

Directors’ responsibilities for the

financial statements

The directors are responsible, on behalf of the entity, for

the preparation and fair presentation of the consolidated

financial statements in accordance with New Zealand

equivalents to International Financial Reporting Standards

and International Financial Reporting Standards, and

for such internal control as the directors determine is

necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to

fraud or error.

In preparing the consolidated financial statements, the

directors are responsible for assessing on behalf of the

entity the group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless

the directors either intend to liquidate the group or cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit

of the financial statements

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements as a whole

are free from material misstatement, whether due to

fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in

accordance with International Standards on Auditing (New

Zealand) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for

the audit of the financial statements is located at the

External Reporting Board’s website: https://www.xrb.

govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1/. This description forms part

of our auditor’s report.

The engagement partner on the audit resulting in this

independent auditor’s report is Simon O’Connor.


Chartered Accountants

Auckland

16 February 2021

Refining NZ Annual Report 2020

101100


Refining NZ Annual Report 2020

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

FINANCIAL PERFORMANCE

Total income245,747348,375362,466414,620354,156

Expenses195,324230,140209,819194,271186,903

Depreciation, disposal and impairment310,91599,93197,07596,14687,233

Net profit before finance costs (260,492)18,30455,572124,20380,020

Net finance costs10,92013,44513,80013,74715,526

Net profit before income tax(271,412)4,85941,772110,45664,494

Income tax(73,133)69412,15631,92617,020

Net profit after income tax(198,279)4,16529,61678,53047,474

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

FINANCIAL POSITION

Funds employed

Contributed equity266,057265,771265,771265,771265,771

Retained profits292,692493,940504,562533,369494,358

Other5,181(2,967)(697)(6,365)(7,926)

Total equity563,930756,744769,636792,775752,203

Borrowings – non-current274,611246,616208,601170,000150,000

Other non-current liabilities154,409219,182198,109174,658163,025

Total funds employed992,9501,222,5421,176,3461,137,4331,065,228

Funds utilised

Non-current assets949,8411,241,6921,226,2181,155,0531,143,037

Working capital43,109(19,150)(49,872)(17,620)(77,809)

Total funds utilised992,9501,222,5421,176,3461,137,4331,065,228

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

ANALYTICAL INFORMATION

Number of shareholders4,7804,3494,7054,9085,156

Earnings per share ($)(0.635)0.0130.0950.2510.151

Effective tax rate (%)2714292926

Net asset backing per share ($)1.752.362.422.542.43

Working capital ratio1.20.90.80.90.7

TREND

STATEMENT

Trend Statement

For the years ended 31 December

Refining NZ Annual Report 2020

103102


Refining NZ Annual Report 2020

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

DIVIDEND INFORMATION*

Dividend per share (cents)-2.07.5189

Dividend paid ($000)-6,25023,44356,26428,134

Dividends declared per share

- interim-2.0 cps3.0 cps6.0 cps3.0 cps

- final--4.5 cps12.0 cps6.0 cps

Dividend cover-0.671.261.401.69

* Dividend information is stated in the year to which it relates, rather than when paid.

2020

$000

2019

$000

2018

$000

2017

$000

2016

$000

MANUFACTURING

Barrels processed – intake (000s barrels)29,87642,68740,44041,72442,665

Gross refining margin (USD/barrel)1.635.346.318.026.47

USD exchange rate (NZD)0.650.660.690.710.7

Pipeline throughput (000s barrels)14,71320,82821,01519,82820,147

TRC (Total Recordable Case)

The number of lost time incidents, restricted work

cases, medical treatment cases and fatalities.

TRCFR (Total Recordable Case Frequency Rate)

The number of lost time incidents, restricted work

cases, medical treatment cases and fatalities per two

hundred thousand manhours worked.

LTIFR (Lost Time Injury Frequency Rate)

The sum of work related injury cases per two hundred

thousand hours worked, where the injured person is

deemed medically unfit for any work as a result of

the injury.

Tier 1 Process Safety Event

An unplanned or uncontrolled release of any material,

including non-toxic and non-flammable, from a process

which results in one or more of the following: a Lost

Time Injury (LTI) and/or fatality; a fire or explosion

resulting in greater than or equal to $100,000 of direct

cost to the Company; a release of material greater than

the threshold quantities given in Table 1 of API 754 in

any one-hour period; an officially declared community

evacuation or community shelter-in-place.

Tier 2 Process Safety Event

An unplanned or uncontrolled release of any material,

including non-toxic and non-flammable, from a process

which results in one or more of the following: a

recordable injury; a fire or explosion resulting in greater

than or equal to $2,500 of direct cost to the Company; a

release of material greater than the threshold.

Turnaround

A scheduled outage of one or more process units,

planned well in advance and typically occurring

in cycles of two years or more, for the purpose of

significant mechanical inspection and repair.

FCF (Free Cash Flow)

Calculated as net cash flow operating activities minus

payments for property, plant and equipment with each

of these items determined in accordance with GAAP.

Net Borrowings

Calculated as bank borrowings minus cash and

cash equivalents.

EBITDA (Earnings before Interest, Tax,

Depreciation and Amortisation)

Net profit before finance costs plus depreciation and

disposal costs with each of those items determined in

accordance with GAAP.

GLOSSARY

CORPORATE
DIRECTORY

Registered Office

Marsden Point

Ruakaka

Mailing Address

Private Bag 9024

Whangarei 0148

Telephone: +64 9 432 5100

Website

www.refiningnz.com

Share Register

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Telephone: +64 9 488 8777

enquiry@computershare.co.nz

Bankers

ANZ Bank New Zealand Limited

Bank of New Zealand

MUFG Bank, Limited

Legal Advisers

MinterEllisonRuddWatts

Chancery Green

Auditor

Ernst & Young

Chairman

S C Allen (Independent Director)

Independent Directors

J B Miller

V C M Stoddart

P A Zealand

Non-Independent Directors

R Cavallo

N L Jones

L Nation

Chief Executive Officer

N M James

General Counsel & Company Secretary

C D Bougen

Managing your shareholding online

To change your address, update your payment

instructions and to view your registered details

including transactions, please visit:

www.computershare.co.nz/investorcentre

Please assist our registrar by quoting your CSN or

shareholder number.

104


Refining NZ Annual Report 2020Refining NZ Annual Report 2020


105

REFINING NZ
ANNUAL REPORT 2020

REFININGNZ.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.