NZK FY21 Annual Report
ANNUAL REPORT FY21
1
Annual Report 2021
John Ryder
CHAIR
Grant Rosewarne
MANAGING
DIRECTOR & CEO
Chair & CEO
Report
Due to a change in balance date the results
reported are for a period of 7 months. During
this time the country was struggling with
the Covid-19 global pandemic, but our
performance was still credible.
FINANCIAL UPDATE
Our results have been impacted by a number of items,
primarily related to Covid, which include provisions made
against frozen whole fish inventories, additional airfreight
expenses, sales of excess frozen fish at a loss and additional
storage and distribution costs on excess frozen inventory.
The full financial impact of excess inventory, caused by
the pandemic, has been absorbed into these results with
appropriate contingencies built in.
Sales volumes increased to above pre-Covid levels due to
a higher number of retail promotions while the foodservice
market was impacted by Covid.
We have also decided to change our financial year from
June 30 to January 31 to reduce uncertainty. With a June 30
balance date, the summer result - and the potentially high
mortality cost that goes with it - was not known until close
to the end of the financial year. With the new balance date,
summer now takes place at the beginning of the year, allowing
9 months of greater certainty. In future we will provide guidance
after summer, which was previously not practical.
BUSINESS UPDATE
While we retain our focus on growing the unique King salmon
species, we continue to diversify in the opportunities for
premium salmon products across many categories, geographies
and channels. Most recently, we listed a new Ōra King cold
smoked retail pack in a high-end Italian specialty retailer and
our new Ōra King whole fish variety June Hog was introduced
to chefs just before Christmas. We will soon introduce Ōra King
Keiji, a young, delicate salmon, to chefs around the world. Our
Regal Maple range in New Zealand was launched over Christmas
to capitalise on our consumers’ appetite for new flavoursome
varieties of smoked salmon.
We continue to plan for the impact of climate change, and this
year we introduced the Prescient Aquaculture Model, which
focuses on having the right sized fish in the best locations to
optimise existing inshore space.
Fish performance continued to be a focus for the company
with our feed conversion ratio consistent with results generally
achieved during the second half of each calendar year. Mortality
levels were impacted by higher levels of fish maturation with the
harvest delayed through the April to June 2020 period as well as
warmer water temperatures in January 2021.
ANNUAL REPORT FY21
3
CHAIR & CEO REPORT
The unique pattern of a fingerprint in our
front cover design represents our own
distinctive identity here at New Zealand
King Salmon.
The inclusion of our fish motif within the
fingerprint indicates that just as a school
of fish moves instinctively as one, the
combined efforts of our team members,
partners and stakeholders help us to
move towards our common goal.
John Ryder
CHAIR
Grant Rosewarne
MANAGING DIRECTOR & CEO
Omega Innovations
A separate division based in Nelson
creating high-value brands from
remaining raw materials.
OUR OPERATIONS
Freshwater &
Broodstock facilities
We operate three freshwater
facilities for broodstock,
smolt and as risk mitigation.
Broodstock
Broodstock are tagged and
monitored throughout their lives.
Each year salmon are assessed for
specific performance traits which
enable us to determine the best
specimens of our unique breed.
Seafarms
Following transfer from
freshwater hatcheries,
salmon are grown for up
to 18 months in one of
our sea farms.
Harvest
Salmon are humanely harvested
at sea and transferred back
to our processing facilities in
Nelson on the same day.
Processing
Salmon are weighed, gilled and
gutted. Depending on final use,
further processing can take place
including filleting, portioning
or smoking.
Branding
The highest quality whole
salmon are branded Ōra King
and individually numbered for
traceability. A wide variety of
fresh, smoked and value-added
products are dispatched to retail
customers under our Regal,
Southern Ocean, Big Catch and
Omega Plus brands.
Aquaculture
This division includes nine
operational sea farm sites in
the Marlborough Sounds, three
freshwater facilities in Golden
Bay and Canterbury, and an
aquaculture office in Picton.
OUR DIVISIONS
Processing
This division includes HACCP-
approved processing facilities in
Nelson involved in the primary and
value-added processing of our salmon
products. The Processing division also
includes Engineering, Food Safety and
Quality & Compliance.
Supply Chain
Based in Nelson, the Supply Chain
division includes Production
Planning, Logistics, Coldstore and
Pick and Pack/Dispatch teams,
Procurement, Customer Services,
ICT and Program Management.
Sales, Brands, Sustainability
& New Product Development
(NPD)
Our Sales, Brands, Sustainability and
NPD teams are grouped by market
and by channel. Our Auckland
office supports our domestic sales
and marketing activity, and we
have various international Sales
Representative arrangements. Our
Brands, Sustainability and NPD teams
are mainly based in Nelson.
Corporate Services
Based in our head office in Nelson,
the Corporate Services division
comprises our Finance and People
& Culture team members.
Fish Welfare
We employ an expert team to
support our production team in
implementing our Fish Health
Management Plan, which aims
to minimise disease and physical
damage within our stock.
From Egg to Plate
To supply our future anticipated sea farms volume, we require
greater capacity and efficiencies at the freshwater stage. The
first stage in a 3-phase project for our Tentburn hatchery has
been completed with a facility to incubate and hatch eggs.
Underpinning our work is a comprehensive commitment to
sustainability and ocean health which the Government’s
Aquaculture strategy highlighted as crucial. As proven by
Norway, aquaculture has the potential to become New
Zealand’s most valuable industry and greenest primary sector.
This year we have continued to work with third party
certifications and partners to provide transparency and
traceability in a wide range of environmental and social projects.
This is our first year in publishing a Modern Slavery Statement
which will contribute positively to our ongoing actions for
an ethical supply chain and a commitment to our team and
partners’ wellbeing.
OUTLOOK
The Board expects to provide market guidance in mid to late
2021. The Board has yet to make a decision on the resumption
of dividends.
We anticipate our average price will return to pre-Covid levels
around June, but margins will still be affected by higher freight
and distribution costs. With the freight situation unlikely to
improve for the foreseeable future, we will be reviewing our
pricing around the middle of the calendar year to recover some
of these ongoing costs.
If granted later this year, our Blue Endeavour application to farm
in the open ocean will be a first for New Zealand. When fully
implemented, Blue Endeavour will create 340 green jobs and
have an annual revenue of $200 million. This will take us a step
closer to our vision of being the world’s most premium salmon
company and a significant and positive business presence in the
Top of the South region.
We are seeing 2021 as a year of opportunity to achieve our future
farming vision, contributing to the NZ Aquaculture Industry’s
goal of being New Zealand’s primary industry of the future.
THE OPPORTUNITIES:
1. Blue Endeavour open ocean farm: Our application for a
farm north of the Marlborough Sounds when consented would
see the first harvest in CY24 and we are confident in utilising
existing technology to do so.
2. Farm relocation: This is a joint proposal between NZKS and
participating Marlborough iwi aquaculture organisations.
It has been over 5 years awaiting a resolution and we are
currently in discussions with iwi representatives and MPI
officials to reinvigorate this proposal. We remain committed to
achieving a successful outcome from this initiative.
3. Beyond Blue Endeavour: As part of our plans for open ocean
aquaculture, NZKS is keen to pursue further developments off
the east coast of the South Island, including current consents
for monitoring equipment off Rakiura.
SUMMARY:
The Board would like to take this opportunity to acknowledge
and thank the entire New Zealand King Salmon team for
the past seven months, for demonstrating resilience and
commitment following the challenges of the lockdown. There
are challenges ahead but the work since the initial lockdown has
been outstanding.
We would also like to thank our shareholders, customers, our
community and our partners.
We look forward to an exciting year ahead, in anticipation of a
successful outcome with our Blue Endeavour application.
TONNES
HARVESTED4,880
$
9 5.2
44
%
56
%
million
FY21 (7 MONTHS)
REVENUE OF
TOTAL SALES
NEW ZEALANDEXPORT
PRO FORMA
OPERATING
EBITDA
(7 MONTHS)
$
1 0.0
million
SALES VOLUME OF
(7 MONTHS)
4 ,1 1 7
mt
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
54
CHAIR & CEO REPORTFROM EGG TO PLATE
Pro-FormaGAAP
FY21FY20% chg.FY20FY21FY20
NZ$000s(7 months)(7 months)(12 months)(7 months)(12 months)
Volume Sold (MT)4,1174,0701%6,3314,1176,331
Revenue95,239101,126-6%155,34495,239155,344
Gross Margin20,38035,086-42%47,34614,15258,349
Gross Margin %21%35%30%15%38%
Other Operating Income6,2851294786%4,2475414,247
EBITDA9,96419,604-49%25,071(2,008)36,074
EBITDA %10%19%16%-2%23%
EBIT4,97515,199-67%17,123(7,977)26,689
NPAT2,34810,388-77%11,240(7,079)18,004
FY212H211H21
(7 Months)(7 Months)(7 Months)
Harvest Volume (MT)4,8807304,150
Feed Conversion Ratio (FCR)1.691.541.73
Mortality Value ($000s)8,2533,1755,077
Closing Livestock Biomass6,8666,8666,944
Feed Cost ($ / kg of feed)2.532.422.54
Future
Development
Innovation Award
Adrian King was
recognised for
developing a new feeding solution
– which allows many farms to
feed their fish from a single
location, resulting in fewer boat
movements, faster sharing of
information and a more efficient
and effective feeding system.
Covid-19 Response
Award
This award was given in
recognition of our health
and safety initiatives
and commitment to our
employees during the pandemic
with special mention to the Senior
Leadership Team, Engineering
Project Supervisor Joe de Roo and
Senior Health Safety and Wellness
Advisor Cameron Johnston.
SEAFOOD STARS
AWARDS 2020
WINNER
WINNER
Awards
Going Circular
Award
Our Omega Innovations
team was named as a
finalist for the Going
Circular Award for their
work in creating premium pet food
and fishing burley, reducing our
waste and maximising the potential
of the whole fish, from nose to tail.
SUSTAINABLE
BUSINESS
NETWORK AWARDS
2020
FINALIST
Value of Design
Award
Our Ōra King brand
won the prestigious
Value of Design award
at this annual showcase
of excellence in graphic, spatial,
product, digital and motion design.
Judges said: “Ōra King’s approach
and global success should serve as a
new benchmark for adding value to
New Zealand’s exceptional food and
beverage export offerings.”
Platinum Winner
Video Production
Platinum Winner
Web-based
Production
Our Omega Plus team was
recognised for their innovative
television advertisement
created during the New Zealand
lockdown in 2020. These awards
honour excellence in digital
creativity and branding.
DESIGNERS
INSTITUTE OF NEW
ZEALAND BEST
DESIGN AWARDS
2020
AVA DIGITAL AWARDS
2021
WINNER
WINNER
Summary financial
information
Lee Fish Award for
Market Innovation
and Value-Added
The inaugural Seafood
Sustainability Awards
were held in the Grand Hall at
Parliament in August. We were
delighted to win the Lee Fish
Award for Market Innovation and
Value-Added for world-leading
waste minimisation, work on
plastics and the development of
an environmental certification
programme.
SEAFOOD
SUSTAINABILITY
AWARDS 2020
WINNER
Key Drivers:
• Covid-related expenses and clearance of excess inventory at lower prices.
• Fair value adjustments on livestock due to Covid margin impact.
• Treatment of FX close-outs.
FISH PERFORMANCE
Fish performance continues to be a key focus for the business.
• Harvest volumes for the 7 months of 4,880 MT.
• Feed Conversion Ratio consistent with results generally achieved
during the second half of each calendar year.
• Mortality levels impacted by higher levels of fish maturation
with the harvest delayed through the April to June 2020 period.
January mortality elevated due to warmer temperatures, but
has since declined (February ~$2.2m, March ~$1.8m (estimate)).
• Biomass in the water has now returned to normal levels.
GROUP FINANCIAL PERFORMANCE
BIOLOGICAL PERFORMANCE
FY17
NZ$m
FY18FY19FY20FY21
(7 Months)
PROFORMA
OPERATING EBITDA
STATUTORY NPAT
0
5
10
15
20
25
30
FY17
NZ$m
FY18FY19FY20FY21
(7 Months)
(10)
(5)
0
5
10
15
20
25
22.8
16.1
11.4
18.0
(7.1)
21.6
26.2
25.2
25.1
10.0
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
76
AWARDSFINANCIAL SUMMARY
Looking
ahead to Blue
Endeavour
Highlights
Open ocean farming is the way of the future
for aquaculture and our Blue Endeavour
application is nearing its hearing date.
The application to farm in the Cook Strait, 7kms north of Cape
Lambert, is likely to go to a hearing later in the year once
submitters have been fully consulted.
If successful this will drive significant economic benefits to
the region, eventually delivering over 340 green jobs to the
Top of the South with an associatedrevenue of $200 million.
The earliest possible harvest is mid CY24.
The site will have two blocks of pens and produce 4,000t per
18-month cycle and provide better conditions to grow our fish.
We have developed a wide range of management plans
relating to birds, marine mammals and sharks, fish, navigation
and safety management, management of biosecurity,
landscape and recreation. These have been developed ahead
of a pre-hearing discussion with a range of submitters,
including iwi, Department of Conservation and Environmental
Defence Society.
Open ocean finfish farming is one of the key initiatives of the
Government’s Aquaculture Strategy which was launched
in September 2019 with the target of $3 billion to be reached
by 2035.
New Zealand Trade and Enterprise (NZTE) commissioned
EnviroStat to create an independent business case for Open
Ocean Finfish Aquaculture, published last year. The report
discussed the benefits open ocean aquaculture can deliver
and highlighted the high demand for King salmon.
New Zealand is not short of space in the ocean which is 21
times larger than our land mass. There is significant benefit to
the economy and the environment by using just a fraction of
that ocean space for aquaculture.
As climate change continues to impact our business
operations, particularly in seawater farms, we are optimising
our existing farms to deal with the changing conditions. We
expect to achieve this by prioritising smaller fish into our
cooler farm sites and moving them as they grow to ensure
they are in the best site for each stage of growth.
Once Blue Endeavour is up and running, our warmer Pelorus
sites may be farmed outside of summer to minimise risk.
Our Community
The ongoing restrictions around Covid-19 led to a number of
community events being postponed or cancelled, however
we were thrilled to take part in Marlborough’s Friday Night
Feast event in early October 2020. Our Ōra King team
served up cold-smoked Ōra King salmon to raise money for
the Kaipupu Wildlife sanctuary. We were also at the Picton
Maritime Festival in January where Seawater Manager Mark
Preece gave filleting and pin-boning demonstrations and
the NZKS team was on the barbecue selling fresh and hot-
smoked salmon tacos to raise money for the Picton School
Pasifika Group.
Our Ōra King team raised $4,000 for the Kaipupu Wildlife
Sanctuary at Marlborough’s Friday Night Feast event.
Our People
and Culture
ENGAGEMENT
Our 2020 engagement survey showed that engagement
levels have remained similar to 2019, a significant
achievement considering the challenges that Covid-19
presented. Engagement initiatives have continued with
our Way We Work and Positive Safety Behaviour Initiatives.
During FY21 we had 132 Way We Work nominations and 8
winners, 121 Positive Safety Behaviour nominations and 10
winners. Opportunities for team members to visit other sites
continued across the company.
LIFE SKILLS TRAINING
We have been working with the Tertiary Education
Commission to provide life skills training to members of our
processing teams. The courses provide a range of skills such
as literacy, numeracy, financial awareness, KiwiSaver and
communications. In FY21 we delivered over 2,500 hours of
training and will then deliver 4,000 hours of training by the
end of the project.
LEADERSHIP
For several years we have invested in a range of leadership
development activities. During the second half of FY21 we
developed a new in-house training programme targeted
specifically at the needs of NZKS and how skills can be
applied in the workplace.
Our safety strategy of assessing and managing critical risk
through multiple layers of defence with no single points of
failure has continued throughout FY21. During this time, 6 out
of 12 risks were reviewed and management plans are now being
implemented. As a result of these assessments, a review of our
training systems has been conducted and a new structure for
training is schedule to roll out in the coming months. This will
ensure we have the systems and leading indicators in place to
continue to improve on safety.
Health, Safety
and Wellness
million
$
3 4. 3
NZ'S MARINE
ENVIRONMENT
IS OVER
OF THE
WORLD'S
SURFACE
OF THE
WORLD'S
PROTEIN
LARGER
THAN OUR
LAND MASS21x
71
%
17
%
THE OCEAN
COVERS
$
623
million
REVENUE GENERATED BY
AQUACULTURE IN NEW ZEALAND
REVENUE FROM EXISTING HIGH FLOW SITES
PER HECTARE
AND
PRODUCES
ANNUAL REPORT FY21
9
NEW ZEALAND KING SALMON
8
AQUACULTUREHIGHLIGHTS
OF PLASTIC
SAVED FROM
LANDFILL
936
kg
Supply Chain
during Covid-19
Our supply chain continued to be affected by the Covid-19
situation during FY21. Thanks to the Government’s subsidised
air cargo scheme we have been able to secure volumes to our
primary markets such as the United States and South-East Asia.
Supplying our secondary markets has been more challenging,
however they represent smaller volumes. The Government’s
subsidy has been extended to October 31.
In contrast to air cargo, the last quarter has been a challenge
in regards to sea freight with a reduction in the availability of
chilled containers in Port Nelson and shipment delays.
We expect it will be some time before we see a return to normal.
We have almost tripled our freezer capacity as we had high
harvest volumes in the last six months but depressed demand
due to the pandemic. The Frozen inventory is being cleared
following major contracts in the US and Japan.
In the last quarter we secured a 1,600 sqm building across from
our processing plant in Bullen St which will be converted to a
controlled temperature load out and specialist processing area.
We are hoping to have this operational by mid 2021 which will
allow us to modernise the current load-out area and expand our
processing operations.
SUSTAINABILITY ACTIONS
Recycling electronic waste
We have teamed up with a laptop supplier who
works directly with the Nelson Environmental
Centre, a local business who recycle electronic
waste, keeping it out of landfill. Where possible
they will extend the life of a product by repairing
and upgrading it for resale, which helps cover the
costs of the programme.
Non-reusable items are either dismantled
and recycled locally or are sent to E-Cycle in
Christchurch, a company that strips electronics
apart and split the recyclable from the non-
recyclable materials.
Managing our waste in this way reduces the
time and effort required internally to prepare the
hardware for disposal.
Ongoing
Innovation
Despite the delays caused by lockdown, this year we
developed and launched three smoked Regal Maple products
into the New Zealand retail market. Development began on
the Double Maple Wood Roasted product at the end of May,
while the cold smoked product development began in June.
Sensory work, trials and shelf-life validation was completed in
September with the launch taking place in October.
We have been investigating using larger fish in different
products, processes and packaging including, trialing bigger
packaging to fit frozen whole fish and widening specifications
to include larger fish in some portion and fillet SKUs.
A substantial amount of technical effort was spent on the
refresh of Regal and Southern Ocean packaging with multiple
products undergoing label reviews and branding updates.
SUSTAINABILITY ACTIONS
Packaging Sustainability Group
As a partner in the New Zealand Plastics Packaging
Declaration, we have committed to reaching the goal of
using 100% reusable, recyclable or compostable packaging
across our business by 2025.
During FY21 our Packaging Sustainability Group worked on
several projects. A recent initiative to remove plastic from a
factory process was completed saving approximately $7,400
worth of material and 936kg of plastic going to landfill.
Another step forward was the removal of a material which
is unrecyclable and soon to be banned in New Zealand.
Although we only used a small amount of this material to
contain our Regal stir-fry salmon, the result is that we will
send 63kg less petroleum-based plastic to landfill every
year. The material that we are now using is 30% plant-
based and the remainder is able to be recycled.
Recognising
Sustainability
To independently verify our
sustainable practices in aquaculture
and our supply chain, we are
regularly audited or assessed by
expert third-party organisations.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
1110
HIGHLIGHTSHIGHLIGHTS
Ambassador Programme
In late 2020 we launched our official Ambassador Programme,
formally recognising those chefs we work closely with and who
are essential in telling the Ora King story. The first event was
held in Auckland with almost all of our New Zealand-based
Ambassador chefs in attendance. The event was incredibly
well-received and the recognition was much appreciated in
what has been a challenging year for the foodservice industry.
We are now working towards rolling out these events globally,
as Covid-19 allows, starting with Australia, then a number of
events across North America, Japan and Europe.
Southern Ocean is our value brand, predominantly sold
as smoked salmon products into New Zealand domestic
channels. Southern Ocean is the second most recognised
brand (after Regal) with 60% awareness*. We are relaunching
the brand with new look packaging, a revamped website and
social media channels.
*Nielsen Brand Health Tracker March 2020
Our biggest launch of 2020 was the Regal Maple Smoked Salmon
range: two cold smoked products and a Double Maple Wood
Roasted product. The launch was supported with a television
ad featuring Al Brown and Reg the seal following on from the
success of for the Manuka launch in 2017. Sales results for the
Maple range have been very strong with the launch taking place
in October to tie in with the Christmas peak.
In the US, the brand continues to grow with the launch of the
Regal Wood-Roasted range. We have secured several key upscale
retail accounts and seen an increase in the number of stores
where Regal is found. We continue to focus on e-commerce in
the US and are selling Regal from our Amazon store.
Domestically we finished the year with a market share of 39.9%
and a brand awareness of 86% amongst smoked salmon
shoppers in New Zealand.* Total Regal branded sales for the
fiscal year are $19.7m with $3.7m coming from overseas markets.
The pet industry has shown resilience through difficult times
and demand for New Zealand-made pet products continues to
grow. Our ability to supply significant volumes of remaining raw
materials is providing the industry with confidence to include
salmon in more pet food products and we plan to grow our
customer base in this space.
We continue to develop the domestic market and have employed
new team members to accelerate our rate of growth. Our online
business is performing well and we have been targeting bricks and
mortar speciality retail channels. We are also looking to further
grow our range, distribution and rate of sales across supermarket
retailers. Our export business is performing well with sales into
China running ahead of our forecasts.
A new distribution centre
Work is underway to build a new processing pack room and
distribution centre for pet-specific products in Nelson. We will
ship export orders from this site and dispatch orders to customers
in the South Island and lower North Island, giving us greater
flexibility and control over our supply chain and inventory. We
expect to be operating from this site later in 2021.
Our Brands
June Hog
In November we launched a new brand of Ōra King salmon
called June Hog. These larger Ōra King fish were available on a
short-term trial basis to a limited number of customers. Based
on the legend around large ‘June Hog’ King salmon found wild
in North American rivers, we developed a brand, logo, brand
story, packaging, collateral and a video. The trial will continue
while supply remains available and, if successful, may lead to a
larger product launch.
ANNUAL REPORT FY21
13
NEW ZEALAND KING SALMON
12
HIGHLIGHTSHIGHLIGHTS
Market
Dynamics
Rebuilding demand after New Zealand’s main
lockdown period was the main priority in the
second half of the 2020 calendar year.
We continued to rebalance our global sales towards an increased
retail presence and the prioritisation of premium customer
opportunities. Clearing excess inventory with retail price
promotions and selective foodservice sales impacted margins
but improved cashflow.
Despite the challenging year, including ongoing restrictions on
foodservice and higher air freight costs, sales volumes in the seven
month period were almost identical to the previous year.
As we complete our financial year, there are now pleasing
indications of positive growth. Customers around the world are
still eager for our King salmon products which fit well into the
growing global demand for healthy and safe food. We have paved
the way for incremental demand by keeping our premium brands
prominent in the mind of the chef and the consumer.
In the US, it’s excellent to see our Ōra King salmon now being
sold via new channels, including speciality seafood online, and an
increased retail presence for our Regal smoked salmon. With larger
fish sizes available, we were also able to launch the Ōra King ‘June
Hog’ just before Christmas.
We have also begun to establish sales in specialty retail channels in
Europe for Ōra King, with plans for Regal underway.
New Zealand retail and foodservice have been key to maintaining
and growing volume over the year, while sales and value remained
relatively strong for Australian and Asian markets.
Regal
20
%
New Zealand
King Salmon
(unbranded)
36
%
36
%
Ōra King
Southern
Ocean
7
%
Omega
Plus
1
%
North
America
36
%
New
Zealand
44
%
Australia
4
%
Asia
(ex Japan)
7
%
China
1
%
Europe
3
%
Japan
5
%
17
%
Cold
Smoked
Wood
Roasted
Other
6
%
9
%
Whole
Salmon
48
%
20
%
Fillets, Steaks
and Portions
SALES BY
BRAND
($ FY21
7 MONTHS)
SALES BY
MARKET
($ FY21
7 MONTHS)
SALES BY
PRODUCT
($ FY21
7 MONTHS)
Domestic
retail
24
%
International
56
%
Domestic
Foodservice
20
%
SALES BY
CHANNEL
($ FY21
7 MONTHS)
CATRIONA MACLEOD
Independent
Non-Executive Director
GIBio, MSc, PhD, GAICD
Associate Professor Catriona
Macleod is a senior scientist
with more than 20 years’
experience in marine resource,
water and aquaculture
management. She has
provided recommendations
to inform regulatory policy
and the development of
sustainable aquaculture in
Australia and internationally.
Our Board brings many years of experience in salmon
farming, processing and marketing alongside broader
business experience in New Zealand and internationally.
JOHN RYDER
Independent Chairman
MCom (Hons), FCA, CMA
Board of Directors
JACK PORUS
Non-Executive Director
BCom, LLB
Jack is joint Managing Partner
of law firm Glaister Ennor
which he joined in 1972. He
is currently the chairman of
Pinnacle Life Limited and a
director of Neil Corporation
Limited and Norfolk
Financial Management
Limited. Jack is a nominated
appointee for major New
Zealand King Salmon
shareholder Oregon Group.
John is a chartered
accountant and an active
investor and company
director. His current roles
include Executive Chairman
of Qestral Corporation
Limited and Independent
Chairman of Direct Capital
VI Management Limited.
John was inducted into the
New Zealand Business Hall of
Fame in 2021.
CHIONG YONG TIONG
Non-Executive Director
MCom, BCom
PAUL STEERE
Independent
Non-Executive Director
LAI PO SING, TOMAKIN
Non-Executive Director
MBA, BBA, FCPA, FCA, FCCA,
FCG, FCS, CIA, CRMA, CISA
GRANT ROSEWARNE
Managing Director and CEO
MBA (Executive), BAppSc
Yong Tiong is Managing
Director of Timbergrow
Limited and Maraetai Land
Development Limited. He
is also a director of property
development company Neil
Corporation Limited and is on
the board of Saint Kentigern
School in Auckland.
Paul was the founding CEO
of New Zealand King Salmon
from its formation to 2009
and has been a director of
New Zealand King Salmon
since 2009. Paul is currently
Chairman of ASX listed
Cleanseas Tuna Limited,
Chairman of Nelson Airport
Limited, a Councillor of
Nelson Marlborough Institute
of Technology and a director
of other substantial private
businesses.
Mr Lai is a Director of China
Resources Ng Fung Limited
and the Vice President,
Chief Financial Officer and
Company Secretary of China
Resources Enterprise Limited.
He is the Executive Director,
the Chief Financial Officer
and the Company Secretary
of China Resources Beer
(Holdings) Company Limited,
which is listed on the Hong
Kong stock exchange.
Grant was appointed CEO of
New Zealand King Salmon
in 2009. During his time as
CEO, Grant has focused on
elevating New Zealand King
Salmon’s unique products
from a premium commodity
to a worldwide branded
food delicacy.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
1514
HIGHLIGHTSBOARD OF DIRECTORS
Senior Leadership Team
Financial
Statements
1 JULY 2020 – 31 JANUARY 2021
GRANT ROSEWARNE
Managing Director and CEO
See previous page.
ANDREW CLARK
Chief Financial Officer
Andrew joined New
Zealand King Salmon in
2011. Prior to joining NZKS
he spent 17 years in the
dairy industry where he
occupied a number of
senior finance roles in New
Zealand, the United States,
Venezuela and Uruguay.
JEMMA MCCOWAN
General Manager, Brands &
Sustainability
Jemma joined New Zealand
King Salmon in 2012 and
has overall responsibility for
delivering the branding and
sustainability programmes.
She has 20 years’ experience
in marketing management
and international business.
In June 2019, Jemma
was appointed as a
Future Director by Scales
Corporation under the IOD
programme and completed
her 18 months tenure with
Scales in December 2020.
GRAEME TREGIDGA
General Manager, Sales
Graeme joined New Zealand
King Salmon in 2004. Prior
to joining NZKS he spent
16 years in the horticulture
industry with various roles
in processing, international
and domestic sales and
management.
SHAUN YOUNG
General Manager, Supply Chain
Shaun has been with
New Zealand King Salmon
since 2008. He was based
in Auckland as General
Manager Retail Sales &
Marketing before moving
to Nelson in early 2015 to
take up the role of General
Manager Supply Chain.
Previously he worked
with Goodman Fielder
and Cadbury in sales
management and
analytical roles.
RICHARD SMITH
General Manager, Processing
Richard brings a wealth of
experience from previous
roles at Whittaker’s
Chocolate, Moy Park Chicken
and Sealord. Previously
Projects and Engineering
Manager for NZKS, Richard
has a full understanding
of our processing facilities
having worked alongside the
team for several years.
GRANT LOVELL
General Manager, Aquaculture
Grant first joined New
Zealand King Salmon in
1997 as hatchery technician
at our Tentburn freshwater
facility. He has more than
20 years’ experience in the
aquaculture industry in
Australia and New Zealand
and has held senior positions
across both freshwater and
seawater operations including
management of breeding
programmes, fish health and
harvest as well as feed and
production planning.
FIONA COUCHMAN
General Manager, People and
Culture
Fiona joined NZKS after
15 years as Training and
Development Manager
with Masterpet based in
Wellington. She has a passion
for helping people achieve
their full potential and
creating a highly engaged
workforce with a focus
on developing high
performance teams.
Below left to right: Graeme
Tregidga, Jemma McCowan,
Andrew Clark, Grant Rosewarne,
Grant Lovell, Fiona Couchman,
Richard Smith. Not pictured:
Shaun Young.
NEW ZEALAND KING SALMON
16
SENIOR LEADERSHIP TEAM
Contents
Consolidated Statement Of Comprehensive Income 19
Consolidated Statement Of Financial Position 20
Consolidated Statement Of Changes In Equity 21
Consolidated Statement Of Cash flows 22
Notes to the Consolidated Financial Statements 23
1. Corporate Information 23
2. Basis Of Preparation 23
3. Significant Accounting Policies 24
4. New Standards Adopted And Standards Issued Not Yet Adopted 29
5. Segment Information 29
6. Other Income 29
7. Expenses 30
8. Finance Income And Costs 30
9. Income Tax 31
10. Components Of Other Comprehensive Income 32
11. Earnings Per Share 32
12. Cash And Cash Equivalents 32
13. Trade And Other Receivables 33
14. Inventories 33
15. Biological Assets 34
16. Property, Plant And Equipment 35
17. Intangibles 36
18. Right-of-use Assets 37
19. Lease Liabilities 37
20. Interest Bearing Loans And Borrowings 38
21. Trade And Other Payables 38
22. Employee Benefits 38
23. Commitments And Contingencies 38
24. Financial Risk Management 39
25. Fair Value Of Financial Instruments 42
26. Capital Management 42
27. Capital And Reserves 43
28. Events After Balance Date 44
29. Related Party Disclosures 44
30. Auditor’s Remuneration 45
31. Reconciliation Of Net Operating Cash Flow To Profit/(Loss) 45
32. Revenue From Contracts With Customers 45
Independent Auditor’s Report 47
Corporate Governance 51
Director Disclosures 70
Corporate Directory 74
Glossary 75
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SEVEN MONTH PERIOD ENDED 31 JANUARY 2021
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
2021
7 Months to
31 January
2020
12 Months
to 30 June
Note$000$000
Revenue from contracts with customers3295,239155,344
Cost of goods sold including fair value uplift at point of harvest14(98,820) (145,768)
Fair value gain on biological transformation1529,350 64,124
Freight costs to market(11,616) (15,351)
Gross profit14,15358,349
Other income6541 4,247
Sales, marketing and advertising expenses(7,702)(12,473)
Distribution overheads(3,132) (4,131)
Corporate expenses7(4,979) (9,012)
Other expenses7(889) (906)
Earnings / (loss) before interest, tax, depreciation and amortisation(2,009)36,074
Depreciation and amortisation expense16,17,18(5,969) (9,385)
Finance income85 12
Finance expenses8(1,353) (1,748)
(Loss) / profit before tax(9,326) 24,953
Income tax credit / (expense)92,247 (6,949)
Net (loss) / profit after tax(7,079) 18,004
Other comprehensive income
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations10(677) 154
Movement on cash flow hedges1022,0655,522
Income tax effect of movement on cash flow hedges10(6,178) (1,546)
Net other comprehensive income15,210 4,130
Total comprehensive income8,13122,134
Earnings per share
Basic earnings per share11 ($0.05) $0.13
Diluted earnings per share11($0.05) $0.13
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
1918
CONTENTSCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2021
DIRECTOR - JOHN RYDER
30 March 2021
DIRECTOR - PAUL STEERE
30 March 2021
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
For and on behalf of the Board, who authorised the issue of these financial statements on 30 March 2021.
2021
31 January
2020
30 June
ASSETSNote$000$000
Current assets
Cash and cash equivalents123,4797,1 1 5
Trade and other receivables1316,18612,777
Inventories1442,48935,612
Biological assets1569,58881,784
Derivative financial assets255,413907
Total current assets137,155138,195
Non-current assets
Property, plant and equipment1660,71660,481
Biological assets1518,60010,594
Derivative financial assets2516,3549,120
Intangible assets179,1268,655
Right-of use assets186,8104,581
Goodwill1739,25539,255
Total non-current assets150,861132,686
TOTAL ASSETS288,016270,881
LIABILITIES
Current liabilities
Trade and other payables2118,59714,847
Employee benefits222,8572,884
Borrowings203,0241,132
Lease liabilities191,5801,347
Other financial liabilities29233149
Derivative financial liabilities251,6463,868
Taxation payable5,0743,866
Total current liabilities33,01128,093
Non-current liabilities
Employee benefits22696558
Borrowings2039,25037,000
Lease liabilities195,3893,258
Deferred tax liabilities916,92315,133
Derivative financial liabilities252042,525
Total non-current liabilities62,46258,474
TOTAL LIABILITIES95,47386,567
NET ASSETS192,543184,314
EQUITY
Share capital27122,606122,606
Reserves18,2862,978
Retained earnings51,65158,730
TOTAL EQUITY192,543184,314
Net tangible assets per share
Net tangible assets per share $1.04 $0.98
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SEVEN MONTH PERIOD ENDED 31 JANUARY 2021
Share
Capital
Foreign
Currency
Translation
Reserve
Hedge
Reserve
Share
Based
Payment
Reserve
Retained
Earnings
Total
Equity
Note$000$000$000$000$000$000
Balance as at 1 July 2020122,606 (485)2,58787658,730184,314
Loss for the period- - - - (7,079)(7,079)
Other comprehensive income/(loss)10- (677)15,887--15,210
Total comprehensive income/(loss) for the period- (677)15,887-(7,079)8,131
Share based payment expense- - - 98-98
Balance as at 31 January 2021122,606(1,162)18,47497451,651192,543
Balance as at 1 July 2019122,595(639) (1,391) 57547,612168,752
Profit for the period----18,00418,004
Other comprehensive income/(loss)10-1543,978--4,132
Total comprehensive income/(loss) for the period- 1543,978-18,00422,136
Shares issued2711----11
Share based payment expense- - - 301-301
Dividends paid- ordinary27----(6,886)(6,886)
- supplementary----(211)(211)
- foreign investor tax credit- - - - 211 211
Balance as at 30 June 2020122,606(485)2,58787658,730184,314
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
2120
CONSOLIDATED STATEMENT OF FINANCIAL POSITIONCONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SEVEN MONTH PERIOD ENDED 31 JANUARY 2021
2021
7 Months to
31 January
2020
12 Months
to 30 June
Note$000$000
Operating activities
Receipts from customers92,449157,924
Payments to suppliers(73,283)(109,849)
Payments to employees(24,512)(42,212)
Interest received512
Interest paid(836)(1,210)
Insurance and settlement income-311
Government grants received4903,869
Proceeds from foreign currency forward contracts closed early5,744-
Income tax paid(938)(4,777)
Net cash flows from/(used in) operating activities31(881)4,068
Investing activities
Proceeds from sale of property, plant and equipment-24
Purchase of property, plant and equipment(4,837)(16,148)
Purchase of intangible assets(859)(1,643)
Net cash flow (used in)/from investing activities(5,696)(17,767)
Financing activities
Proceeds from borrowings62,983163,489
Repayment of borrowings(58,841)(140,773)
Gross proceeds from share issue-11
Dividends paid-(6,886)
Payment of lease liabilities(845)(1,414)
Net cash flows (used in)/from financing activities3,29714,427
Net increase/(decrease) in cash and cash equivalents(3,280)728
Net foreign exchange difference(356)156
Cash and cash equivalents at 1 July127,1 1 56,231
Cash and cash equivalents at period end123,4797,1 1 5
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Notes to the Consolidated
Financial Statements
FOR THE SEVEN MONTH PERIOD ENDED 31 JANUARY 2021
1. CORPORATE INFORMATION
The consolidated financial statements of New Zealand King Salmon Investments Limited (the Company) and its subsidiaries
(together the Group) for the period ended 31 January 2021 were authorised by the directors on 30 March 2021.
New Zealand King Salmon Investments Limited is a profit-orientated company incorporated and domiciled in New Zealand.
The Company is registered under the Companies Act 1993 and listed on the NZX Main Board ("NZX") and the Australian Securities
Exchange ("ASX"). The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013.
The Group is principally engaged in the farming, processing and sale of premium salmon products.
The Group has changed its balance date to 31 January following a Board resolution on 2 November 2020.
2. BASIS OF PREPARATION
A. STATEMENT OF COMPLIANCE
The consolidated financial statements comply with New Zealand Equivalents to International Financial Reporting Standards
(NZ IFRS) and also with International Financial Reporting Standards (IFRS). The financial statements are prepared under NZ GAAP
and FMC Act 2013.
B. BASIS OF MEASUREMENT
The financial statements have been prepared on a historical cost basis except for biological assets and certain financial instruments
which have been measured at fair value. The carrying values of recognised assets and liabilities that are designated as hedged items in
hedging instruments, otherwise carried at amortised cost, are adjusted to recognise changes in the fair values attributable to the risks
that are being hedged in effective hedge relationships.
The consolidated financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand ($000),
except when otherwise indicated.
The consolidated financial statements for 7 months to 31 January 2021 provide comparative information in respect of the previous
period, 12 months to 30 June 2020.
C. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the reported outcomes of revenues, expenses, assets, liabilities and the accompanying disclosures. The Group
based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Uncertainties
about these assumptions and estimates could result in an outcome that requires a material adjustment to the carrying amount of
assets or liabilities in future periods.
Specific areas requiring significant estimates and judgements include:
Valuation of biological assets
The Group recognises stocks of live fish at fair value less costs to sell according to the principles of NZ IAS 41 Agriculture. The fair value
is measured using a valuation model that relies on various assumptions and information available at balance date. Inputs include
anticipated market prices, quality mix, current weights of livestock relative to expected harvest weight, mortality rates, growth rates and
production costs. The income or loss that is ultimately recognised at time of sale may be significantly different from that implied by the
fair value adjustment at the end of a reporting period. The fair value uplift from accumulated costs to date has no cash impact in the
reporting period. Further details of the valuation and sensitivity to change in key inputs are given in note 15.
Inventory (Finished goods and work in progress) obsolescence
Inventories are stated at the lower of cost or net realisable value, and the Group uses judgment and estimates to determine the net
realisable value of inventory at the end of each reporting period.
Due to Covid-19 impacting significantly on finished stock holdings, the Group estimates the net realisable value of inventory for
obsolescence and unmarketable items at the end of reporting period and then writes down the cost of inventories to net realisable value.
The net realisable value of the inventory is determined based on assumptions of future demand and pricing and estimates over the
remaining shelf life of the inventory.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
2322
CONSOLIDATED STATEMENT OF CASH FLOWSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Impairment testing of intangibles
The Group reviews the carrying value of goodwill on an annual basis and assesses whether it is impaired according to the principles of
NZ IAS 36 Impairment of Assets. This requires the goodwill to be allocated to cash generating units with which it would naturally be
associated and the value in use of the cash generating units to be estimated. The value in use is estimated using a discounted cashflow
model that relies on various assumptions and information available at balance date. Inputs include estimations of the growth rate of the
Group, future market conditions, prices, and discount rates. Further details of the value in use assessment are given in note 17.
Valuation of financial derivatives
The Group recognises financial derivatives at fair value according to the principles of NZ IFRS 13 Fair Value Measurement. The value is
calculated by a third party expert using an industry standard model. Inputs to the model are obtained externally by the service provider.
Further details of the valuation are included in note 24.
Useful lives of assets
The Group estimates the useful lives of property, plant and equipment and intangible assets based on historical performance and
currently consented future asset uses.
Revenue from contracts with customers
The Group reviews individual transactions to determine the amount and timing of revenue from contracts with customers.
D. FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
The Group's consolidated financial statements are presented in New Zealand dollars, which is also the parent company's functional
currency. The Australian subsidiary's functional currency is Australian dollars which is translated into the presentation currency in these
financial statements. The USA subsidiary's functional currency is United States dollars which is translated into the presentation currency
in these financial statements.
Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency and then translated by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of
exchange at balance date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the
date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined.
3. SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF CONSOLIDATION
The financial statements comprise the financial statements of New Zealand King Salmon Investments Limited and its subsidiaries (per
note 29). Subsidiaries are all those entities over which the Company has control.
The financial statements of the subsidiaries are prepared for the same reporting period as the Parent company using consistent
accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and
losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date
on which control is transferred out of the Group.
B. FINANCIAL INSTRUMENTS
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive
income (OCI), and fair value through profit or loss. In order for a financial asset to be classified and measured at amortised cost or fair
value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that
are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. Subsequently the Group
applies the following accounting policies for financial instruments:
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and call deposits. For the purpose of the statement of cash flows,
cash and cash equivalents consist of cash and short-term deposits net of outstanding bank overdrafts.
Trade and other receivables
Short term trade and other receivables are not discounted and are initially stated at cost. Gains and losses are recognised in the profit or
loss when the receivables are written off or impaired.
For trade receivables and contract assets, the Group applies a simplified approach in calculating an allowance for expected credit
loss (ECL). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECL's
at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment.
Loans and amounts owing from related companies are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial recognition such assets are carried at amortised cost using the effective interest method. Gains
and losses are recognised in profit or loss when the loans are derecognised or impaired.
Trade and other payables
Trade and other payables are carried at cost due to their short term nature and are not discounted. They represent liabilities for goods
and services provided to the Group prior to the end of the financial year that are unpaid, and arise when the Group becomes obliged to
make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within
30-90 days of recognition.
Interest bearing borrowings
After initial recognition interest bearing borrowings are subsequently measured at amortised cost using the effective interest method.
Fees paid on establishment of loan facilities that are yield related are included as part of the carrying amount. Borrowings are classified
as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the
balance date. Borrowing costs are generally recognised as an expense when incurred, with the exception of borrowing costs associated
with a qualifying asset which are capitalised as part of the cost of that asset.
Financial guarantees
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder
for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly
attributed to the issuance of the guarantee. Subsequently the liability is measured at the higher of the best estimate of the expenditure
required to settle the present obligation at balance date and the amount recognised less cumulative amortisation.
Derivative financial instruments and hedging
The Group uses derivative financial instruments including forward currency contracts, options and interest rate swaps to hedge risks
associated with interest rate and foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value
on the date on which a derivative contract is entered into and are subsequently re-measured to fair value at balance date. Derivatives
are carried as assets when their fair value is positive and as liabilities when their fair value is negative.
The fair values of forward currency contracts are calculated by reference to current forward exchange rates for contracts with similar
maturity profiles. The fair values of interest rate swaps are determined by reference to market values for similar instruments.
The Group designates its derivative financial instruments as hedges of a particular risk associated with a recognised asset or liability
or a highly probable commitment that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument
is recognised directly in other comprehensive income in the cash flow hedge reserve, while the ineffective portion is recognised
immediately in the statement of profit or loss.
Amounts accumulated in equity are transferred to profit or loss when the hedged item affects profit or loss.
C. INVENTORIES
Inventories including raw materials, work in progress and finished goods are valued at the lower of cost or net realisable value. Costs
incurred in bringing each product to its present location and condition are accounted for as follows:
Raw materials – the cost of fish is measured at fair value at harvest date. The cost of other raw materials is based on the purchase price
including import duties and other taxes, transport, handling and other costs directly attributable to the acquisition of the goods and
materials. Costs are determined on a weighted average basis.
Manufactured finished goods and work in progress – cost of direct materials, labour and a proportion of manufacturing overheads
appropriate to the stage of manufacture. Costs are assigned on the basis of weighted average costs. The cost of items transferred from
biological assets is their fair value less costs to sell at the date of harvest.
Net realisable value – the estimated selling price in the ordinary course of business less estimated costs of completion and the
estimated costs necessary to make the sale.
D. BIOLOGICAL ASSETS
Biological assets include fish livestock measured at fair value less estimated costs to sell. The net gain or loss resulting from the fair
value measurement is recognised in profit or loss.
The fair value of fish livestock is derived from the amount expected to be received from the sale of the asset in an active market. The
target live weight of the harvestable fish is defined as a fish with a live weight of 4kg or greater. Many fish are harvested with a live
weight above or below this weight.
For brood stock and fish where little biological transformation has taken place since initial cost was incurred, cost less impairment
is used as an approximation of fair value. This value is used up to the point at which fish are transferred to sea water. Fish stock is
transferred to inventory at the time of harvest. The transfer is recorded at its fair value which is deemed to be cost for the purposes
of inventory valuation.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
2524
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
E. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. Depreciation is provided on
a straight line basis over the estimated useful lives of the assets as follows:
Freehold land .......................................not depreciated
Freehold buildings ................................twenty to fifty years
Building fit out .....................................three to twenty five years
Leasehold improvements ......................five to ten years
Plant, furniture and fittings ..................three to twenty years
Motor vehicles ......................................five to ten years
Sea vessels ...........................................ten to twenty years
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end
and adjusted prospectively if appropriate. An asset's carrying value is written down immediately to its recoverable amount if its carrying
value is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from
its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
F. LEASES
At the inception of a contract, the group is required to assess whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration.
Right of use assets
The Group recognises right of use assets at the commencement date of the lease (i.e. the date the underlying asset is available
for use). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities.
The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made
at or before the commencement date less any lease incentives received. Right of use assets are depreciated on a straight-line basis over
the shorter of the lease term and the estimated useful lives of the assets.
The Group’s lease portfolio
Property leases
The Group’s real estate includes office buildings and storage facilities. The group classified these office spaces as operating leases under
NZIAS 17, and has recognised some storage contracts that meet the identifiable criteria as a Right of use asset and corresponding
liability portfolio under NZIFRS 16.
Vehicle leases
The Group lease vehicles are predominantly used by sales staff and the transportation of personnel between operating locations. These
vehicles were classified as operating leases under NZIAS 17 and are generally held for a term of 3 years. During the Covid-19 pandemic
Level 4 restrictions several lease contracts were due to expire and were renewed for an additional period of one year as replacement
negotiations were not accessible during this time.
Plant and Equipment Leases
The Group sometimes leases machinery used for the production or processing of salmon. The current leases relate to equipment being
utilised for the upwelling on sea farms and various forklifts operated throughout the company. The Group has elected to apply the
recognition exemption for short-term leases for all other machinery employed for less than 12 months duration and for leases where the
underlying asset is of low value.
Contracts not recognised as leases
The Group has transport contracts that have not been recognised as leases on balance sheet but can be identified as an asset to which
the contract relates. These leases have been assessed as variable lease payments linked to future performance. These contracts have an
operating expense value of $2.2m in the 7 months to 31 January 2021 (Year to 30 June 2020: $1.7m).
The Group applies short term lease recognition exemption to its short term leases of equipment. It also applies the lease of low-value
assets recognition exemption to leases of equipment that are considered to be low value. Lease payments on short term leases and
leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
G. INTANGIBLES
Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset acquired
in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost
less any accumulated amortisation and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the
useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period
and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate.
The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the
function of the intangible asset.
Intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, either individually or at the
cash-generating unit level. The assessment of useful life is reviewed annually to determine whether the indefinite life continues to be
supportable. If not, the change in useful life from indefinite to definite is made on a prospective basis.
A summary of the policies applied to the Group’s intangible assets is as follows:
Goodwill and trade marks
Useful lives: ..........................................Indefinite
Internally generated or acquired: ...........Acquired
Intellectual property, marine farm and hatchery licences and marina berth
Useful lives: ..........................................Finite
Amortisation method used: ..................Straight line, five to thirty five years
Internally generated or acquired: ...........Acquired
Computer Software
Useful lives: ..........................................Finite
Amortisation method used: ..................Straight line, four to seven years
Internally generated or acquired: ...........Acquired
H. RESEARCH AND DEVELOPMENT COSTS
Research costs are generally expensed as incurred. Development expenditures are capitalised as intangible assets when the Group
can demonstrate:
»Costs can be reliably measured.
»Completion of the project is technically feasible.
»Resources are available to complete the project.
»There is an intention to use the resulting asset and it will generate future economic benefits.
During the period of development the asset is tested for impairment annually.
I. EMPLOYEE BENEFITS
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries including non-monetary benefits, annual leave and accumulating sick leave expected to be settled
within 12 months of the reporting date are recognised in respect of employees' services up to the reporting date. They are measured at
the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the
leave is taken and are measured at the rates paid or payable.
Long service leave
The liability for long service leave is recognised and measured at the present value of expected future payments to be made in respect
of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee departures and periods of service.
Defined contribution plans
Contributions made to a defined contribution plan are expensed as incurred.
J. CONTRIBUTED EQUITY
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity
as a deduction net of tax from the proceeds. Other capital raising costs are expensed as incurred.
k. REVENUE AND INCOME RECOGNITION
Revenue from contracts with customers
The Group is in the business of growing, processing and selling King Salmon to customers in New Zealand and overseas. Revenue from
contracts with customers is recognised when control of the goods is transferred to the customer at the amount that reflects the
consideration to which the Group expects to be entitled in exchange for those goods. The Group has generally concluded that it is the
principal in its revenue arrangements because it typically controls the goods before transferring them to the customer.
NZ IFRS 15 established a five-step model to account for revenue arising from contracts with customers and requires that revenue be
recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or
services to a customer.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
2726
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Interest income
Revenue is recognised as interest accrues using the effective interest method.
Insurance proceeds
Insurance proceeds are recognised in the financial statements when receipt is virtually certain and can be measured reliably.
L. TA XES
Income taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities based on the current period's taxable income. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised
deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable
that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST, except when:
»The GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.
»Receivables and payables, which are stated with the amount of GST included.
»The net amount of GST recoverable from or payable to the taxation authority is included as part of receivables or payables in the
balance sheet.
»Commitments and contingencies are disclosed net of the amount of GST recoverable from or payable to the taxation authority.
»The Group recognises uncertain tax positions as a liability where it is probable that an outflow of resources will be required.
M. SHARE-BASED PAYMENTS
Certain employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as
consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair
value at the date when the grant is made using an appropriate valuation model, further details of which are given in Note 27.
That cost is recognised in employee benefits expense, together with a corresponding increase in equity (other capital reserves), over the
period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period
has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the
statement of comprehensive income for the period represents the movement in cumulative expense recognised as at the beginning and
end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards,
but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments
that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached
to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or
performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not
been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the
market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the
unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of modification, is
recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to
the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is
expensed immediately through profit or loss.
N. COMPARATIVES
Certain prior year comparatives have been reclassified to align with the current period’s presentation. The areas impacted are the
netting of deferred tax liability against deferred tax asset on the Statement of Financial Position and the disclosure of the impact of
foreign exchange on cash balances in the Statement of Cash Flows.
4. NEW STANDARDS ADOPTED AND STANDARDS ISSUED NOT YET ADOPTED
A. NEW STANDARDS ADOPTED
There have been no new standards adopted during the 7 months to 31 January 2021
B. NEW STANDARDS NOT YET ADOPTED
Standards issued but not yet effective are not expected to have a material impact on the financial statements when they
become effective.
5. SEGMENT INFORMATION
Segment results
The Group's strategy is to maximise longer term sales and overall margins by focusing on branded, premium priced and differentiated
sales across its range of markets, channels and customers. The operating results of the whole business are monitored for the purpose of
making decisions about resource allocating and performance. Accordingly, the Group is considered to consist of one operating segment.
Segment performance - Refer also Note 32 for detail of disaggregation of revenue by product, brand and geographical area.
2021
7 Months
2020
12 Months
$000$000
Revenue95,239155,344
Segment EBITDA(2,009)36,074
Segment profit reconciles to profit /(loss) before income tax as follows:
2021
7 Months
2020
12 Months
$000$000
Segment EBITDA(2,009)36,074
Depreciation, amortisation and impairment(5,969)(9,385)
Net finance costs(1,349)(1,736)
Group (loss)/profit before tax(9,326)24,953
6. OTHER INCOME
2021
7 Months
2020
12 Months
Other income
$000$000
Grants received 4903,869
Insurance settlements-311
Profit on sale of property, plant and equipment-26
Other income5141
Total other income5414,247
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
2928
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. EXPENSES
2021
7 Months
2020
12 Months
Corporate and other expenses include:$000$000
Trade receivables written off-18
Impairment of trade receivables876
Research cost599278
Loss on sale of assets 251
Lease rentals 375357
Directors' fees271465
Other directors' expenses14
Donations814
2021
7 Months
2020
12 Months
Employee benefits expense$000$000
Wages and salaries20,23636,017
Defined contribution plan expenses514872
Restructuring costs10-
Other employee benefits expenses3,4955,301
Outsourced labour440593
Total employee benefits expense24,69542,783
8. FINANCE INCOME AND COSTS
2021
7 Months
2020
12 Months
Finance income$000$000
Interest income512
Total finance income5 12
2021
7 Months
2020
12 Months
Finance costs$000$000
Bank facility fees418586
Interest on bank loans and overdrafts795993
Interest on leases140169
Total finance costs1,3531,748
9. INCOME TAX
2021
7 Months
2020
12 Months
Recognised in the consolidated statement of comprehensive income$000$000
Current income tax expense4274,437
Deferred tax relating to origination and reversal of temporary differences(2,674)2,512
Total income tax expense/(credit) in the statement of comprehensive income(2,247)6,949
Tax amounts posted directly to other comprehensive income6,1781,546
Reconciliation of tax expense to statutory income tax rate
Profit /(loss) before tax(9,326)24,953
Income tax using the company tax rate 28%(2,611)6,987
Non deductible/non assessable items2349
Under provision - previous year-(196)
Prior period adjustment306(51)
Adjustment for varying tax rates3516
Other differences-144
Total tax expense /(credit)(2,247)6,949
Statement of financial position deferred tax assets and liabilities
2021
31 January
2020
30 June
Deferred tax liabilities $000$000
Accelerated depreciation for tax purposes (3,109)(3,114)
Fair value adjustment to biological assets(9,286)(10,829)
Unrealised gains on foreign currency hedges(6,095)(2,807)
Increase accounting cost for finished goods(564)(1,607)
Other provisions-(79)
Total deferred tax liabilities(19,054)(18,436)
Deferred tax assets
Provision for doubtful trade debtors2945
Provision for employee benefits765787
Share based payments263167
Unrealised losses on foreign currency hedges5181,791
Other provisions556513
Total deferred tax assets2,1313,303
Net deferred tax liabilities(16,923)(15,133)
Statement of comprehensive income deferred tax assets and liabilities
2021
7 Months
2020
12 Months
Deferred tax liabilities $000$000
Accelerated depreciation for tax purposes (5)105
Fair value adjustment to biological assets(1,543)1,348
Increase accounting cost for finished goods(1,043)914
Other provisions(79)79
(2,670)2,446
Deferred tax assets
Provision for doubtful trade debtors17(26)
Provision for employee benefits22(47)
Other provisions(43)(139)
(4)66
Deferred tax expense /(credit)(2,674) 2,512
Imputation credit account
The imputation credit account balance in the New Zealand King Salmon Company Group as at 31 January 2021 is $5,450k
(30 June 2020: $4,023k).
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
3130
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. COMPONENTS OF OTHER COMPREHENSIVE INCOME
2021
7 Months
2020
12 Months
Movement in reserves$000$000
Forward currency contracts
Reclassification during the year to profit or loss38(45)
Income tax effect(11)13
Realised/unrealised net gain/(loss) during the period 21,7695,796
Income tax effect(6,095)(1,623)
Interest rate swaps
Realised/unrealised net gain/(loss) during the period 258(229)
Income tax effect(72)64
Currency translation differences
Translation of foreign operations(677)154
Net movement in other comprehensive income15,2104,130
11. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing the profit for the period attributable to shareholders of the Company by the
weighted average number of ordinary shares on issue during the period. Diluted earnings per share are calculated by dividing the profit
attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year plus the
weighted average number of shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.
2021
7 Months
2020
12 Months
Earnings per share$000$000
Profit / (loss) attributable to ordinary equity holders(7,079)18,004
# of Shares# of Shares
000000
Weighted average number of ordinary shares for basic and diluted earnings per share138,986 138,986
Basic earnings per share($0.05)$0.13
Diluted earnings per share($0.05)$0.13
12. CASH AND CASH EQUIVALENTS
2021
31 January
2020
30 June
Cash and cash equivalents$000$000
Cash at bank and on hand2,5716,387
Short-term deposits908728
Total cash and cash equivalents3,4797,1 1 5
13. TRADE AND OTHER RECEIVABLES
2021
31 January
2020
30 June
Trade and other receivables$000$000
Trade receivables12,968 9,921
Allowance for expected credit losses(97) (90)
Prepayments2,6961,604
Other receivables6191,342
Total trade and other receivables16,18612,777
Trade receivables generally have 20-30 day terms and are recognised at their realisable value.
2021
31 January
2020
30 June
Ageing analysis of trade receivables$000$000
> 90 days overdue4 41
61 - 90 days overdue7 33
31 - 60 days overdue114 20
< 30 days overdue2,629 1,226
Not yet due10,2148,601
Total receivables12,968 9,921
2021
7 Months
2020
12 Months
Receivables impairment movement$000$000
As at 1 July90 146
Additional provisions for impairment9754
Receivables written off during the period- 18
Reversal of unused amounts(90) (128)
As at period end97 90
14. INVENTORIES
2021
31 January
2020
30 June
Inventories$000$000
Raw materials11,8539,184
Work in progress2,7481,192
Finished goods27,88825,236
Total inventories42,48935,612
The carrying value of finished goods as at 31 January 2021 includes a fair value uplift at point of harvest of $12,939k
(30 June 2020: $7,939k) and an impairment provision of $10,931k (30 June 2020: $2,201k).
2021
7 Months
2020
12 Months
Amount of inventories recognised as an expense in the statement of comprehensive income$000$000
Cost of inventories recognised as an expense90,092144,828
Movement in net realisable value provision (increase)/decrease of inventory8,728940
Total cost of goods sold including fair value uplift at point of harvest98,820145,768
The cost of inventories recognised as an expense for the period ended 31 January 2021 includes a fair value uplift at point of harvest
of $29,857k (2020: $54,802k).This cost is included in cost of goods sold in the Statement of Comprehensive Income.
The cost of inventory includes fish harvested measured at their fair value less costs to sell at harvest date, based on management’s
expected future sales pricing and mix of salmon products (“deemed cost”). At 31 January 2021, around 7% of forecast FY22 sales
volumes are expected to be sold at returns materially below deemed cost plus further manufacturing costs. As a result, the overall
deemed cost of inventory on hand takes this into account and is therefore reduced to carrying value by the impact of the lower
expected FY22 sales prices.
The estimated unrealised fair value gain from cost at 31 January 2021 is decreased from the prior year end estimation due to expected
increased costs of working and selling due to Covid-19 and a change in product mix to incorporate a proportion of lower value frozen
product sales. Core product sales volumes are expected to return to pre Covid-19 levels later in calendar year 2021.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
3332
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. BIOLOGICAL ASSETS
The Group has three hatcheries in the South Island and nine operational marine salmon farms in the Marlborough Sounds. The fish
livestock typically grow for up to 31 months before harvest.
Cost Fair Value GainTotal
Biological assets$000$000$000
As at 1 July 202053,70438,67492,379
Increase due to biological transformation 151,80733,72685,533
Decrease due to harvest 2(42,233)(34,860)(77,093)
Decrease due to mortality 3(8,253)-(8,253)
Changes in fair value 4-(4,377)(4,377)
As at 31 January 202155,02533,16388,188
1
Biological transformation fair value is impacted by volume increases and fish weight at reporting date relative to the target fish harvest
weight of 4 kgs (proportional recognition).
2
Harvested fair value is included in cost of goods sold in the statement of comprehensive income and is calculated by multiplying the
current period's harvest (biomass) by the prior period's estimated gross margin per kg (recognised at 100%).
3
Mortality cost is expensed directly to the statement of comprehensive income in the period which it occurs and is not subject to a fair
value uplift.
4
Changes in fair value are impacted by movements in margin primarily being changes in sales price and costs to sell (fish cost, harvest,
processing and freight to market).
Biological assets$000$000$000
As at 1 July 201944,37033,86278,232
Increase due to biological transformation84,12667, 39 9151,526
Decrease due to harvest(63,144)(59,312)(122,456)
Decrease due to mortality(11,648)-(11,648)
Changes in fair value-(3,275)(3,275)
As at 30 June 202053,70438,67492,379
2021
7 Months
2020
12 Months
Fair value gain/(loss) recognised in profit and loss$000$000
Gain arising from growth of biological assets33,72667, 39 9
Movement in fair value of biological assets(4,377)(3,275)
Total fair value gain on biological transformation29,34964,124
2021
7 Months
2020
12 Months
Harvested biomasstonnestonnes
Total live weight harvested for the period 5,545 8,336
2021
31 January
2020
30 June
Estimated closing biomasstonnestonnes
Closing fresh water stocks173158
Closing sea water stocks6,6916,136
Total estimated closing biomass live weight as at period end6,8646,294
Fair value measurement
Measurement of fair value is performed using a fair value model. The method of valuation therefore falls into level 3 of the fair value
hierarchy as the inputs are unobservable inputs.
The valuation of biological assets is carried out separately for each site at a brood and strategy level. Estimated actual cost up to
the date of harvest per site is used to measure the expected margin at the time the fish is defined as ready for harvest, being 4.0kg
live weight. Selling price is estimated at balance date based on the most relevant future market price at expected harvest date. The
expected gross margin is recognised proportionately based on average biomass at reporting date. Fair value measurement commences
at the date of transfer to sea water as this is considered the point at which the fish commence their grow out cycle.
Fair value risk and sensitivity
The Group is exposed to financial risks relating to the production of salmon stock including increasing climate change volatility, climatic
events, disease and contamination of water space.
The Group seeks to produce and market the highest quality salmon products. Extensive monitoring and benchmarking is carried out
to provide optimum conditions and diets to maximise fish performance during the grow out cycle. Sales are maintained in a range of
brands, products and markets to maximise returns from the quality mix of fish harvested. The Group has insurance to cover some of the
risks relating to the livestock.
The estimated unrealised fair value gain from cost at 31 January 2021 is decreased from the prior year end estimation due to expected
increased costs of working and selling due to Covid-19 and a change in product mix to incorporate a proportion of lower value frozen
product sales. Core product sales volumes are expected to return to pre Covid-19 levels later in calendar year 2021. Changes in these
assumptions will impact the fair value calculation. The realised profit which is achieved on the sale of inventory will differ from the
calculations of fair value of biological assets because of changes in key factors such as the final market destinations and product mix of
inventory sold, changes in price, foreign exchange rates, harvest weight, growth rates, mortality, cost levels and differences in harvested
fish quality.
Leaving all other variables constant a 15% increase/decrease in average future sales prices would increase/decrease the fair value of
biological assets on hand and profit before tax by $18.3m (30 June 2020: $19.4m) (excludes the impact of finished goods), while a 15%
increase/decrease in future harvest volume would increase/decrease the fair value of biological assets on hand and profit before tax by
$2.1m (30 June 2020: $5.8m).
A 15% increase/decrease in costs to sell would increase/decrease the fair value of biological assets on hand and profit before tax by
$15m (30 June 2020: $13.6m). Changes in fish health and environmental factors may affect the quality of harvested fish, which may be
reflected in realised profit via both achieved sales price and production costs.
16. PROPERTY, PLANT AND EQUIPMENT
Freehold
land and
buildings
Plant,
equipment
and fittings
Vehicles and
sea vessels
Construction
in progressTotal
Cost$000$000$000$000$000
As at 1 July 201910,85671,0923,4065,87391,227
Additions---16,14816,148
Disposals-(727)(79)-(806)
Transfers from WIP51516,488235(17,238)-
As at 30 June 202011,371 86,8533,5624,783106,569
Additions- - - 4,8374,837
Disposals- (210)--(210)
Transfers from WIP3992,961166(3,526)-
As at 31 January 202111,77089,6043,7286,094111,196
Depreciation and impairment
As at 1 July 20192,30335,5561,521-39,380
Depreciation4056,757279-7,441
Disposals- (681)(52)-(733)
As at 30 June 20202,70841,6321,748-46,088
Depreciation2574,207137-4,601
Disposals-(209)--(209)
As at 31 January 20212,96545,6301,885-50,480
Net Book Value
As at 30 June 20208,66345,2211,8144,78360,481
As at 31 January 20218,80543,9741,8436,09460,716
Property, Plant and Equipment is stated at historical cost less depreciation and any impairment adjustments. Historical cost includes
expenditure that is directly attributable to the acquisition of Property, Plant and Equipment. Asset residual values and useful lives are
reviewed, and adjusted if appropriate, at each balance day or whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. The Group has considered the effects Covid-19 may have on the carrying value of its specialised assets,
and has concluded there is no evidence of technical or functional obsolescence which would impact the carrying value of its assets in use.
Borrowing costs
There were no borrowing costs capitalised in period ending 31 January 2021 ( Year to 30 June 2020: $nil).
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
3534
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 7. INTANGIBLES
Development
in progressTrademarks
Farm and
hatchery
licensesSoftwareGoodwillTotal
Cost$000$000$000$000$000$000
As at 1 July 20193,4932424,5842,44339,25550,017
Additions1,643----1,643
Disposals- - (289)--(289)
Transfers from WIP(2,394)--2,394--
As at 30 June 20202,7422424,2954,83739,25551,371
Additions859----859
Disposals - - - - - -
Transfers from WIP(741)--741- -
As at 31 January 20212,8602424,2955,57839,25552,230
Depreciation and impairment
As at 1 July 2019-2009982,042-3,240
Amortisation--168341-509
Disposals- - (287)--(287)
As at 30 June 2020- 2008792,383-3,462
Amortisation--97290-387
Disposals- - ----
As at 31 January 2021- 2009762,673-3,849
Net Book Value
As at 30 June 20202,742423,4162,45439,25547,909
As at 31 January 20212,860423,3192,90539,25548,381
Goodwill
Goodwill resulted from the acquisition of The New Zealand King Salmon Co Limited and is subject to annual impairment testing. The
Group considers the relationship between its market capitalisation and its book value, among other indicators, when reviewing for
indicators of impairment.
The goodwill is allocated to the New Zealand King Salmon Company's one cash generating unit. The recoverable amount of the cash
generating unit has been determined based on a value in use calculation using future estimated cash flows, capital expenditure and
changes in working capital over a four year period, plus an estimated terminal value. The terminal value calculation assumes sea farm
consents expiring in 2024 will be renewed on reasonable commercial terms to enable water space to continue to be utilised. The forecasts
were based on actual results and expected future use of water space licences currently held, before fair value adjustments to biological
assets. The growth rate used to estimate the cash flows of the unit beyond the four-year period is 0.21% p.a at 31 January 2021
(30 June 2020: 0.83% p.a.). A discount rate of 5.14% p.a at 31 January 2021 (30 June 2020: 6.01% p.a.) has been applied to discount
future estimated cash flows to their present value. The net present value of these future estimated cash flows exceeds the carrying
amount of the CGU, therefore the Group has concluded that there is no impairment to the goodwill.
The calculation of value in use is most sensitive to changes in sales prices, exchange rates, sales volumes and fish performance.
Reasonably probable changes in the assumptions used would not cause the carrying value of cash generating unit to exceed the
recoverable amount for the cash generating unit.
Trademarks
Trademarks are externally acquired and are carried at cost less impairment. They have indefinite useful lives and are assessed annually
for impairment. No impairment has been recognised during the period ending 31 January 2021 (Year to 30 June 2020: Nil).
18. RIGHT-OF-USE ASSETS
Land and
Buildings
Motor
Vehicles
Plant and
EquipmentTotal
Cost$000$000$000$000
Asset recognition on transition at 01 July 20193,6173804494,446
Additions-1991,1051,304
Remeasurement268--268
As at 30 June 20203,8855791,5546,018
Additions2,231139432,413
Remeasurement7906-796
As at 31 January 20216,9067241,5979,227
Depreciation
As at 1 July 2019----
Depreciation7522254601,437
As at 30 June 20207522254601,437
Depreciation565145270980
As at 31 January 20211,3173707302,417
Net Book Value
As at 30 June 20203,1333541,0944,581
As at 31 January 20215,5893548676,810
19. LEASE LIABILITIES
Land and
Buildings
Motor
Vehicles
Plant and
EquipmentTotal
$000$000$000$000
Liability recognition on transition at 01 July 20193,617 380 449 4,446
Additions-199 1,105 1,304
Remeasurement268 - - 268
Interest for the period127 13 30 170
Lease payments made(698) (213) (502) (1,413)
Lease liabilities as at 30 June 2020 3,187 366 1,052 4,605
Additions2,231139432,413
Remeasurement7906-796
Interest for the period119714140
Lease payments made(512)(146)(187)(845)
As at 31 January 20215,6963659086,969
Short term leases
The Group recognised $375k of payments for short term lease equipment in the 7 months to 31 January 2021 (30 June 2020: $357k).
Low value leases
The Group does hold lease commitments for equipment that meets the definition under NZ IFRS 16 – Low value leases.
2021
31 January
2020
30 June
$000$000
Current1,5801,347
Non-current5,3893,258
Total lease liabilities6,9694,605
ANNUAL REPORT FY21NEW ZEALAND kING SALMON
3736
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. INTEREST BEARING LOANS AND BORROWINGS
2021
31 January
2020
30 June
Current interest bearing loans and borrowings$000$000
Secured bank loans75097
Other borrowings2, 2741,035
Total current interest bearing loans and borrowings3,0241,132
Non-current interest bearing loans and borrowings
Secured bank loans39,25037,000
Total non-current interest bearing loans and borrowings39,25037,000
The Company has facilities with BNZ for $60m, secured by a general security deed over the assets of the Group. The expiry date of facility A
of $20m is 18 October 2022, facility B of $20m expires on 18 October 2023, and facility C of $20m expires on 18 October 2024. At balance
date $20m of facility A was drawn, $15m of facility B was drawn and facility C was undrawn (as at 30 June 2020 total: $37m). During the
period, the financial covenants relating to interest coverage and leverage ratios have been amended and are in place until 30 June 2021. The
Company also secured a Business Finance Scheme Loan via BNZ for $5m (expiry October 2025) that arose from the Government providing
financial assistance following the pandemic virus Covid-19. At balance date the Business Finance Scheme loan was fully drawn at $5m.
21. TRADE AND OTHER PAYABLES
2021
31 January
2020
30 June
$000$000
Trade payables15,28212,969
Other payables3,3151,878
Total trade and other payables18,59714,847
22. EMPLOYEE BENEFITS
2021
31 January
2020
30 June
Current employee benefits$000$000
Bonuses257171
Employee annual and sick leave benefits 2,3502,453
Long service leave250260
Total current employee benefits2,8572,884
Non-current employee benefits
Long service leave696558
Total non-current employee benefits696558
Long service leave
Long service leave provisions are calculated based on the expected future payments to employees, discounted to their net present value.
23. COMMITMENTS AND CONTINGENCIES
Capital commitments
The Group has entered into agreements to purchase plant and equipment. As at 31 January 2021 the total commitment is $1,629k
(30 June 2020: $2,598k).
Contingencies
The Group has a contingent liability of $826k in respect of a fish transport contract requiring the Group to purchase three bulk tankers
(including modifications made in 2018), should the fish transport contract be terminated early (30 June 2020: $784k).
Guarantees
The group has three guarantee facilities totalling $115k (30 June 2020: $115k).
24. FINANCIAL RISk MANAGEMENT
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group uses derivative financial
instruments to hedge certain risk exposures. Financial risk management is the responsibility of the Chief Financial Officer in accordance
with the Treasury Policy approved by the Board of Directors. In addition, the Group has a Treasury Committee, a sub-committee of the
Board's Audit and Finance Committee that oversees financial risk management.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
This comprises of two key types of risks; currency and interest rate risk.
Currency risk
The Group has exposure to foreign exchange risk as a result of transactions denominated in foreign currency, arising primarily from
normal trading activities, but also from the net investment in the foreign subsidiary.
The Group manages its foreign currency risk by hedging its future exposure in respect of its import purchases and its export sales, over a
maximum of five years, when exposures are considered highly probable. The Group hedges this exposure with the use of forward foreign
exchange contracts and options. The Group has a policy of hedging foreign exchange exposures within a range of hedging limits broadly
summarised as follows: Up to two years – 15% to 100%, two to five years – 0% to 50%. The notional contract amounts of forward foreign
exchange contracts and options outstanding at balance date were $95.7m on the import side (as at 30 June 2020: $87.5m) and $213.4m
on the export side (as at 30 June 2020: $ 283m), for delivery over the next five financial years, in line with anticipated payment dates.
The Group imports feed from Chile and Australia, purchases of which are in United States and Australian dollars respectively. The Group
exports salmon to many countries, the major ones being Australia, Japan and the United States. Sales are denominated in Australian
dollars (AUD), Japanese yen (JPY) and United States dollars (USD) respectively. In order to protect against exchange rate movements
and to manage the inventory costing process, the Group has entered into forward exchange contracts and options to hedge the net
exposure to AUD, JPY and USD respectively.
The cash flows are expected to occur up to 60 months from 1 February 2021. Realised gains /losses on exercise of foreign exchange
contracts and options is recognised within revenue when the hedged transactions occur.
Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of highly probable forecast sales in USD,
AUD and JPY and forecast purchases in USD, and AUD. The Group has typically hedged 50-55% of the net exposure of these forecast
transactions. The foreign exchange forward contract balances vary with the level of expected foreign currency sales and purchases and
changes in foreign exchange forward rates.
There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign exchange and
commodity forward contracts match the terms of the expected highly probable forecast transactions (i.e., notional amount and
expected payment date). The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign
exchange and commodity forward contracts are identical to the hedged risk components. To test the hedge effectiveness, the Group
uses the hypothetical derivative method and compares the changes in the fair value of the hedging instruments against the changes in
fair value of the hedged items attributable to the hedged risks.
The hedge ineffectiveness can arise from:
»Differences in the timing of the cash flows of the hedged items and the hedging instruments
»Different indexes (and accordingly different curves) linked to the hedged risk of the hedged items and hedging instruments
»The counterparties' credit risk differently impacting the fair value movements of the hedging instruments and hedged items
»Changes to the forecasted amount of cash flows of hedged items and hedging instruments
The NZ dollar equivalent of unhedged currency risk on assets at balance date, 31 January 2021 is $491k (30 June 2020: $474k) whilst the
NZ dollar equivalent of unhedged currency risk on liabilities at balance date, 31 January 2021 is $316k (30 June 2020: $133k).
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
3938
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in AUD, USD and JPY exchange rates. The impact on the
Group's pre-tax profit is the result of a change in fair value of monetary assets and liabilities. The impact on the Group's equity is due to
changes in the fair value of forward exchange contracts and options designated as cash flow hedges.
Change inEquityProfit
AUD rate$000$000
31 January 2021+10%(6,722)(625)
-10%10,755764
30 June 2020+5%(2,652) (257)
-5%6,251 284
Change inEquityProfit
USD rate$000$000
31 January 2021+10%29,465556
-10%1,723(679)
30 June 2020+5%13,245328
-5%(7,031)(362)
Change inEquityProfit
JPY rate$000$000
31 January 2021+10%5,692152
-10%787(185)
30 June 2020+5%2,77514
-5%(262)(15)
Interest rate risk
The Group has exposure to interest rate risk that arises mainly due to the Group's long term debt obligations with floating interest rates.
Interest earned on call deposits are based on the current interest rate. Interest rate swaps are used to manage interest rate risk, current
swaps in place cover out to 2024. The amount of company borrowing covered using swaps at balance date 31 January 2021 was $10m
(30 June 2020: $10m).
The Group has a policy of fixing interest rates within a range of 50% to 100% of the exposure. The fixed interest rates for the existing
swaps range between 4.3% and 5.01% (30 June 2020: 4.3% and 5.01%) and the floating rate of 0.27% is aligned to the floating
quarterly bank bill rate. The loss on interest rate swaps at balance date 31 January 2021 was $1,491k (30 June 2020: $1,847k), which has
been taken to reserves.
Interest rate sensitivity
The following table demonstrates the sensitivity of the fair value of the interest rate swaps to a reasonably possible change
in interest rates:
2021
31 January
2020
30 June
$000$000
Impact of an increase of 50 basis points193224
Impact of a decrease of 50 basis points(198)(230)
Credit risk
Credit risk is the risk of financial loss that arises if a counterparty to a financial instrument does not meet its contractual obligations.
Financial instruments which potentially subject the Group to credit risk principally consist of bank balances, trade receivables, derivative
financial instruments and financial guarantees.
Customer credit risk is managed centrally subject to the Group’s established policy, procedures and control relating to customer credit
risk management. Credit quality of a customer is assessed based on an extensive external credit rating scorecard and individual credit
limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored
and any shipments to major customers are generally covered by trade credit insurance.
An impairment analysis is performed at each reporting date using the accounts receivable aging report to measure expected credit
losses. The impairment analysis is based on days past due for all customers with coverage by trade credit insurance. The calculation
reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at
the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are
written-off if past due for more than one year and are not subject to enforcement activity.
Financial instruments are only entered into with banks that have in place an executed International Swaps and Derivatives Association
(ISDA) Master Agreement with the Group.
Maximum exposures to credit risk as at balance date are:
2021
31 January
2020
30 June
$000$000
Cash and short term deposits3,4797,1 1 5
Trade and other receivables16,18612,777
Derivative financial assets /(liabilities)19,8743,603
The above maximum exposures are net of any recognised provision for losses. No collateral is held on the above amounts.
Concentrations of credit risk
Bank balances are maintained with several banks but mainly with Bank of New Zealand. There is a wide spread of debtors, in terms
of size and geographical location within New Zealand and overseas. Concentration of credit risk in trade receivables is not considered
significant as the Group's customers operate in different market channels and geographic areas.
Liquidity risk
The Group performs cash flow forecasting activities on a daily basis to ensure it has sufficient cash to meet operational needs and
monitors performance against bank covenants on a monthly basis. Surplus cash is invested in short-term or money market deposits.
Undrawn committed facilities and/or liquid assets are maintained at all times at an amount sufficient to cover the forecast cash
payments to employees, suppliers, tax authorities and banking institutions as they fall due.
The following table analyses the contractual and expected cash flows for all financial liabilities:
Less than
one year
Between
one and
two years
Between
two and
five years
As at 31 January 2021$000$000$000
Bank loans75075038,500
Credit card facilities350--
Lease liabilities1,5801,3022,311
Trade and other payables18,597--
Financial guarantee contracts115--
Total non-derivative liabilities21,3922,05240,811
Forward foreign currency exchange contracts91,90384,82575,467
Forward foreign currency options27,99813,5395,402
Interest swaps429428756
Total derivative liabilities120,33098,79281,625
As at 30 June 2020
Bank loans83436,263-
Lease liabilities350 - -
Credit card facilities1,3471,3851,873
Trade and other payables14,847--
Financial guarantee contracts115--
Total non-derivative liabilities17,49337,6481,873
Forward foreign currency exchange contracts83,31181,869135,606
Forward foreign currency options36,57620,21913,037
Interest swaps224253495
Total derivative liabilities120,111102,341149,138
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
4140
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash and short term deposits, trade receivables, trade payables and other current liabilities is considered a
reasonable approximation to their fair value due to the short term maturities of these instruments.
The carrying value of the BNZ loan drawing of $40m is considered a reasonable approximation of its fair value due to the short term
maturities of the drawings. The Group has the discretion to roll these short term drawings out within facility A ($20m) to 18 Oct 2022 ,
and within facility B ($20m) to 18 Oct 2023.
The following financial instruments of the Group are carried at fair value:
2021
31 January
2020
30 June
Current derivative financial assets$000$000
Forward exchange contracts4,509599
Foreign exchange options904309
Total Current derivative financial assets5,413907
Non-current derivative financial assets
Forward exchange contracts15,4548,361
Foreign exchange options900759
Total Non-current derivative financial assets16,3549,120
Current derivative financial liabilities
Forward exchange contracts941,684
Foreign exchange options61435
Interest rate swaps1,4911,749
Total Current derivative financial liabilities1,6463,868
Non-current derivative financial liabilities
Forward exchange contracts181,642
Foreign exchange options186883
Interest rate swaps--
Total non-current derivative financial liabilities2042,525
Valuation methods
Financial instruments have been categorised into the following hierarchy and valued according to the following definitions, based on the
lowest level input that is significant to the fair value measurement as a whole:
Level 1: Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices)
or indirectly (i.e. derived from prices)
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
All derivative financial instruments for which a fair value is recognised have been categorised within level 2 of the fair value hierarchy.
Industry experts have provided the fair values for all derivatives based on an industry standard model. There were no transfers between
Level 1 and Level 2 during the period ended 31 January 2021.
26. CAPITAL MANAGEMENT
Group capital
The capital of the Group consists of share capital, reserves and retained earnings. The Group's objectives when managing capital are to
safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders, benefits for shareholders and to
maintain an optimal capital structure to reduce the cost of capital.
In addition to this the Group aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings
that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans and
borrowings in the current period.
In order to maintain or adjust the capital structure the Group may adjust dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
2 7. CAPITAL AND RESERVES
Share capital
2021
31 January
2020
30 June
Issued shares000000
Ordinary shares138,986138,986
Total issued shares138,986138,986
Ordinary shares are fully paid with no par value. Each ordinary share has an equal right to vote, to participate in dividends and to share
in any surplus on winding up of the Company. No dividend was declared nor paid during the 7 months to 31 January 2021 (Year to
30 June 2020: $0.03 paid on 20 Sep 2019, and $0.02 paid on 20 March 2020).
# of SharesShare Capital
2021202020212020
Movement in ordinary share capital000000$000$000
As at 1 July138,986138,571 122,606 122,595
Share issue for employee LTI share scheme-415- -
Share issue recognised on repayment of employee loans- - -11
Total share capital as at period end138,986 138,986 122,606 122,606
Shares held as treasury stock232 4
Total shares outstanding at period end138,754138,982
Reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of
the foreign subsidiary.
Hedge reserve
The hedge reserve represents the unrealised gains and losses on interest rate swaps and foreign currency forward contracts that the
Group has taken out in order to mitigate interest rate and foreign currency risks, net of deferred tax. Also included are the realised gains
on early closed foreign currency forward contracts where the hedged future cash flows are still expected to occur (net of tax).
2021
7 Months
2020
12 Months
000000
Unrealised gain /(loss)11,7513,978
Realised gain /(loss)4,136-
Total gain / (loss) on hedge reserves15,8873,978
Retained earnings
Retained earnings represents the profits retained in the business.
Share-based payment reserve
The share based payment reserve relates to one long term incentive (LTI) scheme and two employee share ownership schemes. All of
these schemes involve the Company making interest-free limited recourse loans to selected personnel to acquire shares in the Company.
The employees must remain in employment for the duration of the vesting or escrow periods before the employees receive the full
benefit of share ownership subsequent to repayment of the loan balance remaining at time of vesting.
Share schemeGrant date
30 June 2020
shares not
yet vested
New shares
issued to
custodian
Shares
allocated from
treasury stock
Shares
forfeited to
treasury stockShares vested
31 January
2021 shares
not yet vested
000000000000000000
LTI 201729/09/17*295- - (3) (292) -
LTI 201827/09/18300 - - (29) - 271
LTI 20195/11/19451 - -(200) - 251
Total share scheme 1,046 - -(232)(292)522
*Fully vested in current year
The estimated value of share options was determined using the Black-Scholes pricing calculator and is being amortised over the
restrictive periods. The option cost is treated as an employee expense with the corresponding credit included in the share based payment
reserve. The inputs into the option pricing valuation model are the share price of the Group at time of allocation and the compounded
risk free interest rate.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
4342
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Share allocation price for share schemes
Share schemeEmployee Group 1Employee Group 2Employee Group 3Employee Group 4
LTI 2017$1.22$1.77- -
LTI 2018$1.30$1.95$2.78-
LTI 2019$1.41$2.13- $2.20
28. EVENTS AFTER BALANCE DATE
Covid-19
On 27th February 2021, the Government announced a fourth wave of Covid-19 outbreak in New Zealand and as a result, the Auckland
region moved up to alert Level 3 lockdown restrictions whilst the rest of New Zealand moved up to alert Level 2 lockdown restrictions.
At the date of signing the financial statements New Zealand is at alert level 1. We do not consider it practical to provide a quantitative
or qualitative estimate of the potential impacts of any future outbreaks on the Group at this time. The Group continues its farming and
processing operations under Levels 1 to 4 and continues to pursue its strategy of marketing its branded products across the range of
customers, and markets and products. In the event of a Level 4 lockdown the Group anticipates being able to continue to operate as an
essential industry.
No final dividend was declared in respect of the period ended 31 January 2021 (Year to 30 June 2020: Nil).
29. RELATED PARTY DISCLOSURES
Subsidiaries
New Zealand King Salmon Investments Limited has the following trading subsidiaries.
SubsidiaryCountry of IncorporationEquity Interest
The New Zealand King Salmon Co LimitedNew Zealand100%
New Zealand King Salmon Exports LimitedNew Zealand100%
The New Zealand King Salmon Pty LimitedAustralia100%
New Zealand King Salmon USA IncorporatedUnited States of America100%
The principal activity of The New Zealand King Salmon Co Limited is the farming and processing of salmon. The activity of New Zealand
King Salmon Exports Limited, The New Zealand King Salmon Pty Limited, and New Zealand King Salmon USA Incorporated is the
distribution of salmon.
At balance date Oregon Group Limited owned 40.02% (30 June 2020: 40.02%) and China Resources Ng Fung Limited owned 9.96%
(30 June 2020: 9.93%) of the shares in New Zealand King Salmon Investments Limited.
Transactions with related parties
Sales to and purchases from related parties are made in arm's length transactions both at normal market prices and on normal
commercial terms. The following provides the total amount of transactions that were entered into with related parties for the relevant
financial year:
2021
7 Months
2020
12 Months
Related party payments$000$000
Good and services purchased from other related parties300238
Total related party payments300238
Related party sales
Goods and services sold to related parties283,078
Total related party sales283,078
Sales to and purchases from related parties are made in arm's length transactions, both at normal market prices and on normal
commercial terms.
Amounts owing to related parties
2021
31 January
2020
30 June
Current amounts owing to related parties$000$000
Other amounts owing to related parties233149
Total current amounts owing to related parties233149
2021
31 January
2020
30 June
Amounts owing by related parties$000$000
Amounts owing by related parties37
Total amounts owing by related parties37
2021
7 Months
2020
12 Months
Compensation of key management personnel of the Group$000$000
Short-term employee benefits1,2241,770
Share based payment expense- 49
Post employment pension and medical benefits53 61
Total compensation of key management personnel of the Group1,277 1,880
30. AUDITOR’S REMUNERATION
2021
7 Months
2020
12 Months
$000$000
Audit fees189191
Other assurance1040
Tax advisory and compliance -4
Total auditors remuneration199235
Other assurance services include performance of agreed upon procedures on sustainability information of the Group.
31. RECONCILIATION OF NET OPERATING CASH FLOW TO PROFIT/(LOSS)
2021
7 Months
2020
12 Months
Reconciliation of the profit/(loss) for the period with the net cash from operating activities$000$000
Profit /(loss) before tax(9,326)24,953
Adjusted for
Depreciation and amortisation5,9699,385
(Gain)/loss on sale of assets151
Share-based payments98301
Net foreign exchange differences5,428(50)
Net loss /(profit) on derivative instruments at fair value through profit or loss38(30)
(Increase)/decrease in trade and other receivables and prepayments(3,409)725
(Increase)/decrease in inventories and biological assets(2,687)(28,928)
Increase/(decrease) in trade and other payables3,9452,438
Income tax paid(938)(4,777)
Net cash flow (to)/ from operating activities(881)4,068
32. REVENUE FROM CONTRACTS WITH CUSTOMERS
A. SALE OF GOODS WITH VARIABLE CONSIDERATION
Some contracts for the sale of goods provide customers with volume rebates. Under NZ IFRS 15, volume rebates give rise to
variable consideration.
Volume rebates
The Group provides retrospective volume rebates to certain customers on the quantity of product purchased during the period. The rebate is
charged at time of settlement. Therefore the Group does not see the need to recognise a refund liability due to timeliness of the transaction.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
4544
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
B. CONTRACT BALANCES: CONTRACT LIABILITIES
A contract liability is the obligation to transfer goods to a customer for which the Group has received consideration from the customer. If
a customer pays consideration before the Group transfers goods to the customer, a contract liability is recognised when the payment is
made or when the payment is due (whichever is earlier). Contract liabilities are revenue when the Group performs under the contract.
The Group recognises revenue from the following major sources:
»Ōra King
»Regal
»Southern Ocean
»Omega Plus
»New Zealand King Salmon
C. PERFORMANCE OBLIGATIONS
Information about the Group's performance obligations is summarised below:
Delivery to customer
The performance obligation is satisfied upon delivery of salmon products to the customer, and payment terms generally range between
cash on delivery and 20th of the month following invoice date.
On collection
The performance obligation is satisfied upon collection of salmon products by the customer and payment terms are generally on collection.
Receipt into store
The performance obligation is satisfied upon delivery of salmon products when receipted into the customer's store and payment terms
are generally on the 20th of the month following invoice date.
CIF, into hold
The performance obligation is satisfied upon delivery of shipping documents including either the bill of lading or way bill dependent on
transportation mode. Payment terms generally range between 7 days from invoice date and 20th of the month following invoice date.
2021
7 Months
2020
12 Months
Revenue by Product group$000$000
Whole fish46,05776,501
Fillets, Steaks & Portions18,60632,082
Wood Roasted8,55512,075
Cold Smoked16,50426,605
Other5,5178,082
Total revenue by product group95,239155,344
2021
7 Months
2020
12 Months
Revenue by Brand$000$000
Ōra King34,32661,323
Regal19,50230,182
Southern Ocean6,20310,433
Omega Plus1,4081,549
New Zealand King Salmon33,80051,857
Total revenue by brand95,239155,344
2021
7 Months
2020
12 Months
Revenue by geographical location of customers$000$000
New Zealand41,78666,003
North America34,67158,432
Australia6,3859,280
Japan5,0235,275
China1,0213,746
Europe2,7933,625
Other3,5608,981
Total revenue by geographical location of customers95,239155,344
Sales net of settlement discounts to one major customer for the period 1 July 2020 to 31 January 2021 totalled $10.7m or 11.24% of total
gross revenue (Year to 30 June 2020 one major customer totalled $15.63m or 10.06% of total gross revenue).
Independent
Auditor’s Report
Opinion
We have audited the financial statements of New Zealand King Salmon Investments Limited ("the company") and its subsidiaries (together
"the group") on pages 19 to 46, which comprise the consolidated statement of financial position of the group as at 31 January 2021, and
the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash
flows for the period 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 19 to 46 present fairly, in all material respects, the consolidated financial
position of the group as at 31 January 2021 and its consolidated financial performance and cash flows for the period 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 performs agreed upon procedures in relation to sustainability information of the group. Partners and employees of our firm
may deal with the group on normal terms within the ordinary course of trading activities of the business of the group . We have no other
relationship with, or interest in, the group.
key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. 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.
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS
OF NEW ZEALAND kING SALMON INVESTMENTS LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
ANNUAL REPORT FY21NEW ZEALAND kING SALMON
4746
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSINDEPENDENT AUDITOR’S REPORT
A member firm of Ernst & Young Global Limited
VALUATION AND EXISTENCE OF BIOLOGICAL ASSETS
Why significantHow our audit addressed the key audit matter
At 31 January 2021, the consolidated statement of financial
position includes biological assets (live salmon) of $88.2 million
with an estimated biomass of 6,864 metric tonnes measured at
fair value less costs to sell. This includes a fair value increase above
cost of $33.2 million .
This is a key audit matter because the group's estimation of
the fair value of biological assets involves estimation of year
end biomass, and a valuation model that relies on significant
estimation including:
»future biomass growth to harvest;
»future fish mortalities;
»forecast sales prices;
»forecast costs to harvest date and sale;
»forecast sales product mix; and
»a weight-based method, to recognise the estimated fair value
gain at balance date.
Disclosures in relation to biological assets are included in Note 15 to
the group financial statements.
In considering the valuation of live salmon we:
»evaluated the appropriateness of key estimations and
assumptions and their impact on discounted future cash flows;
»agreed key estimation inputs used by the group in their model
to source data and to board approved forecast;
»involved our valuation specialists in the evaluation and testing
of the mathematical integrity of the calculations in the
valuation model;
»challenged the accuracy of model inputs compared to
historical actual values and considered the accuracy of
previous input forecasts; and
»challenged the appropriateness of model assumptions
that may be materially impacted by the ongoing Covid-19
pandemic (sales price and quantity and freight costs to sell).
In considering live salmon existence we:
»tested controls over fish count recording of transfers from a
fresh water farm to sea farms;
»considered the key inputs used by the group in estimating
growth and biomass;
»tested controls over fish quantity and biomass adjustments to
the livestock recording system;
»agreed significant quantity and biomass adjustments made by
the group in the livestock recording system to source data;
»performed analytical procedures over feed conversion to
biomass; and
»considered the accuracy of historical forecasts of average fish
weight and quantity recorded in the livestock recording system
to actual fish harvest data.
We also considered the appropriateness and sufficiency of biological
assets disclosures included in the group financial statements.
A member firm of Ernst & Young Global Limited
GOODWILL IMPAIRMENT ASSESSMENT
Why significantHow our audit addressed the key audit matter
At 31 January 2021, the consolidated statement of financial
position includes goodwill arising in business combinations of
$39.3 million, assigned to the single cash generating unit (CGU)
assessed by management. An impairment test of the carrying
value of goodwill is required annually.
The recoverable amount of a CGU is the higher of fair value less
costs to sell (FVLCS) and value in use ( VIU).
This is a key audit matter because the group's period end
assessment of recoverable amount, which has been assumed to
be the assessed VIU involves significant judgements related to
future cash flow forecasts, discount rate and terminal growth rate
assumptions. These are key inputs into the group's discounted
cashflow ("DCF") model used to assess the VIU of the CGU.
FVLCS has been calculated with reference to market capitalisation
at the balance sheet date.
Disclosures in relation to goodwill are included in Note 17 to the
group financial statements.
In obtaining sufficient, appropriate audit evidence we:
»evaluated the appropriateness of the group's single
CGU determination;
»considered the group's value in use assessment. This included
the following steps:
»agreed relevant DCF inputs to board approved forecasts
and compared these with historical actual results. We also
considered the accuracy of previous internal forecasts;
»tested the mathematical accuracy of future cash
flow forecasts;
»involved our valuation specialists in assessing the discount
rate and terminal growth rate applied;
»tested the mathematical accuracy of discounting applied.
»evaluated the calculation of the carrying value of the CGU;
»involved our valuation specialists in performing our comparison
of FVLCS (based on market capitalisation adjusted for a
minority interest discount) to the carrying value of the CGU;
»considered the appropriateness and sufficiency of goodwill
disclosures included in the group financial statements.
FINISHED GOODS AND WORk IN PROGRESS INVENTORY
NET REALISABLE VALUE PROVISION
Why significantHow our audit addressed the key audit matter
At 31 January 2021, the consolidated statement of financial
position includes finished goods and work in progress inventory
totalling $30.6 million (2020: $26.4m), net of a net realisable value
provision of $10.4 million (2020: $2.2m).
This is a key audit matter because of the significant increase in
the volume and age of finished goods due to the current year
demand patterns. Therefore, the level of judgement involved in
management's assessment of the net realisable value provision
is significant.
Disclosures in relation to inventories are included in Note 14 to the
group financial statements.
In obtaining sufficient, appropriate audit evidence we:
»obtained an understanding of management's inventory
provisioning process;
»compared the assessed net realisable value of aged inventory
items and items with high value and quantity to subsequent
selling values and the FY22 board approved forecast. In doing
so, we considered the greater price and volume uncertainty as
a result of the ongoing COVID-19 pandemic;
»tested that where finished goods and work in progress have
been assumed to have extended shelf lives, the food safety
and quality manager has approved the extension;
»tested the mathematical accuracy of the provision
calculation; and
»considered the appropriateness and sufficiency of inventory
disclosures included in the group financial statements.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
4948
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited
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 exist s. 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 Bruce Loader.
Chartered Accountants
Christchurch
30 March 2021
A member firm of Ernst & Young Global Limited
Corporate Governance
PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR
Directors should set high standards of ethical behaviour, model this behaviour and hold
management accountable for these standards being followed throughout the organisation.
RECOMMENDATION 1.1
The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and employees
are expected to adhere (a Code of Ethics).
Code of Ethics
The Board sets a framework of ethical standards for the Group via its Code of Ethics, which is contained in the Company’s
Corporate Governance Code. These standards are expected of all Directors and employees of the Group.
The Code of Ethics covers a wide range of areas including requiring Directors, employees, contractors and advisers to:
»Act honestly and with personal integrity in all actions.
»Declare conflicts of interest and proactively advise of any potential conflicts.
»Undertake proper receipt and use of corporate information, assets and property.
»In the case of Directors, give proper attention to the matters before them.
»Act honestly and in the best interests of the Company, as required by law, and take account of interests of shareholders
and other stakeholders.
»Adhere to any procedures around giving and receiving gifts.
»Adhere to any procedures about whistle blowing.
»Manage breaches of the Code of Ethics.
No breaches of the Code of Ethics were reported during the year to 31 January 2021.
CORPORATE GOVERNANCE STATEMENT
The Board of New Zealand King Salmon Investments Limited (the Company) is committed to ensuring that the Company meets
best practice governance principles and maintains the highest ethical standards. This Corporate Governance Statement provides an
overview of the Company’s governance framework. It is structured to follow the NZX Corporate Governance Code (NZX Code) and
disclose practises relating to the NZX Code’s recommendations.
The Board’s view is that during the reporting period the Group has complied with the corporate governance principles and
recommendations set out in the NZX Code apart from specific areas noted in this report. The Board believes our governance
structures and in particular our remuneration approach meets our strategic objectives. In forming our conclusions, we have sought
external feedback from shareholders and advisors to challenge our thinking and validate our findings, which we have appreciated.
The corporate governance principles and standards of the Company also comply with the:
»Financial Markets Authority’s Corporate Governance in New Zealand Principles and Guidelines.
»ASX Corporate Governance Principles and Recommendations.
»NZX and ASX Listing Rules (corporate governance requirements).
The Company’s key corporate governance documents referred to in this statement, including charters and policies, can be found on
the Company’s website, www.kingsalmon.co.nz.
The Company’s Corporate Governance Code was reviewed and updated during March 2021 as part of its annual review. The extent to
which the Company has followed the recommendations in the NZX Code for the financial seven month period to 31 January 2021 is
detailed in this Corporate Governance Statement. The Company’s Corporate Governance Code was approved by the Board on
30 March 2021. This Corporate Governance Statement, along with the corperate Governance code was approved by the Board on 30
March 2021.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
5150
INDEPENDENT AUDITOR’S REPORTCORPORATE GOVERNANCE
DRAFT
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.
RECOMMENDATION 2.1
The Board of an issuer should operate under a written charter which sets out the roles and responsibilities of the Board. The
board charter should clearly distinguish and disclose the respective roles and responsibilities of the Board and management.
Responsibilities of the Board
The Board is the ultimate decision-making body of the Company and appoints the Chief Executive Officer and Managing Director
(CEO) to whom it delegates the responsibility of managing day to day operations.
The Board is responsible for setting the strategic direction of the Company, directing the Company and enhancing shareholder
value in accordance with good corporate governance principles.
In addition to the duties and obligations of the Board under the Companies Act 1993 (the Act) and the NZX Listing Rules, the
functions of the Board include:
»Appointing the Chair and the CEO.
»Providing counsel to, and reviewing the performance of, the CEO and CFO.
»Reviewing and approving the strategic, business and financial plans prepared by management.
»Monitoring performance against the strategic, business and financial plans.
»Approving major investments and divestments.
»Ensuring ethical behaviour by the Company, Board, management and employees.
»Assessing its own effectiveness in carrying out its functions.
The Board monitors these matters by receiving reports and plans from management and appropriate experts, and by maintaining
an active programme of Company site visits.
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.
The Board has a statutory obligation to maintain responsibility for certain matters. It also deals directly with issues relating to the
Company’s mission, appointments to the Board, strategy, business and financial plans.
Details of the Board’s role, composition, responsibilities, operation, policies and committees are provided in the Company’s
Corporate Governance Code.
Every new Director, employee and contractor is provided with a copy of the Code of Ethics and must confirm that they have read and
understand the Code of Ethics. The Code of Ethics is available on the Company’s website.
The Code of Ethics is subject to annual review by the Board.
The Company maintains an interests register, on which Directors and executives disclose any interests such as other directorships,
shareholdings or ownership, which may potentially lead to conflicts or perceived conflicts of interest.
RECOMMENDATION 1.2
An issuer should have a financial product dealing policy which applies to employees and Directors.
Share trading by Company Directors and Employees
The Board of the Company has implemented a formal procedure to handle trading in the Company’s quoted financial products.
All Directors, officers, employees, contractors and advisers of the Group must comply with the procedures set out in the Financial
Products Trading Policy and Guidelines as detailed in the Company’s Corporate Governance Code.
All trading by Directors and senior managers (as defined by the Financial Markets Conduct Act 2013) is required to be reported to
NZX and recorded in the Company’s securities trading register. A blackout period is imposed for all Directors and employees between
the end of the half year and full year and the release to NZX of the result for that period. The policy provides that shares may not be
traded at any time by any individual holding material information. The full procedures are outlined in the Financial Products Trading
Policy and Guidelines, which is contained in the Company’s Corporate Governance Code, available on the Company’s website.
The skills matrix is used to evaluate whether the collective skills and experience of the Directors meet the Company’s requirements
both currently and into the future.
The composition of the Board is reviewed to ensure that the Company has access to the most appropriate balance of skills,
qualifications, experience, perspectives and background to effectively govern the Company.
A number of areas will be supplemented by on-going director training. The Board noted the range of qualifications, experience,
perspectives and background were appropriate at this time. The average tenure of the current directors is 6.6 years.
RECOMMENDATION 2.3
An issuer should enter into written agreements with each newly appointed Director establishing the terms of their appointment.
Letter of appointment
All new Directors enter into a written agreement with the Company setting out the terms of their appointment.
RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of Directors to the Board.
Director nomination and appointment
The Board is responsible for appointing Directors. The Nominations and Remuneration Committee manages the appointment process
for new Directors and the re-election of existing Directors in order to make a recommendation to the Board. The nomination and
appointment procedure is set out in the Committee’s charter, which is included in the Company’s Corporate Governance Code.
When considering an appointment, the Committee will undertake a thorough check of the candidate and background. Where
the Board determines a person is an appropriate candidate, shareholders are notified of that and are provided with all material
information that is relevant to the decision on whether to elect or re-elect a Director.
The Nominations and Remuneration Committee also has responsibility for reviewing the composition of the Board to ensure that the
Company has access to the most appropriate balance of skills, qualifications, experience, perspectives and background to effectively
govern the Company.
The Board has developed a skills matrix setting out the key skills they believe are necessary for governance of the Company. The Board
has determined that to operate effectively and to meet its responsibilities it requires competencies in key disciplines covering business
acumen, strategic ability, governance, industry knowledge, people, finance skills and export markets.
As detailed in the chart below, the size of each section represents a combination of the skills available and the perceived importance
of each of these skills.
Weighted Skills Charts as at June 2020
6
%
25
%
24
%
12
%
11
%
14
%
8
%
Business Acumen / Leadership
Strategic Ability
Governance
Industry Knowledge
People
Finance Skills
Export Markets
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
5352
CORPORATE GOVERNANCECORPORATE GOVERNANCE
DRAFT
Director period of appointment0-3 years3-9 years9 years +
Number of Directors313
Interests Register
The Board maintains an Interests Register. Any Director with an interest in a transaction with the Company must immediately disclose to
the Board the nature, monetary value and extent of the interest. A Director who is interested in a transaction may attend and participate
at a Board meeting at which the transaction is discussed but may not be counted in the quorum for that meeting or
vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993
to sign a certificate.
Particulars of entries made in the Interests Register for the seven month period to 31 January 2021 are included in the Director Disclosures
section on pages 71.
Director Independence
The Board determines annually on a case-by-case basis on the advice of the Nominations and Remuneration Committee who, in its view,
are Independent Directors. The guidelines set out in the NZX Code are used for this purpose. The Board will review any determination it
makes on a Director’s independence on becoming aware of any new information that may affect that Director’s independence. For this
purpose, Directors are required to ensure they immediately advise the Board of any new or changed relationship that may affect their
independence or result in a conflict of interest.
As a result of the formal BetterBoards evaluation undertaken in 2018, the Board confirms the designation of John Ryder, Paul Steere and
Catriona MacLeod as independent directors, noting Paul Steere resigned as CEO of the Company in 2009. The Board has determined that
these Directors, including the Chair of the Board, remained independent during the reporting period.
The Board currently has seven Directors, three of which are considered independent. Therefore, the Board does not currently have a
majority of independent directors as recommended by the NZX Code Recommendation 2.8, but it does comply with Listing Rule 2.1.1(c)
by having three independent directors. The Company has decided that the current composition of the Board best serves the Company,
but it is intended, in the medium term, to have a majority of independent directors. The Board will continue to assess the appropriate
options and opportunities to achieving this goal.
RECOMMENDATION 2.5
An issuer should have a written diversity policy which includes requirements for the Board or a relevant Committee of the Board to
set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to assess annually
both the objectives and the entity’s progress in achieving them. The issuer should disclose the policy or a summary of it.
The Company recognises the value in diversity and seeks to ensure that the Board and workforce of the Group is as diverse as the
community in which we operate. A formal diversity policy was adopted by the Board on 29 June 2018 and can be found in the Company’s
Corporate Governance Code at https://www.kingsalmon.co.nz/investors /corporate-governance/ .
The Company does recruit, promote and compensate on the basis of merit, regardless of gender, ethnicity, religion, age, nationality or
union membership. The Company does require that people in the workplace are treated with respect in accordance with the Company’s
Human Resource Policy and Way We Work document.
The Board is committed to increasing the level of diversity at Board and executive level wherever possible, however no measurable
objectives were set for the year ended 30 June 2019. The board is currently reviewing the most appropriate measurable objectives
for the seven month period to 31 January 2021 and will report against its progress in meeting any specific diversity objectives in its
2020 Annual Report.
Responsibility for workplace diversity and the setting of measurable objectives is held by the Nominations and Remuneration Committee.
RECOMMENDATION 2.4 AND 2.8
Every issuer should disclose information about each Director in its annual report or on its website, including a profile of
experience, length of service, independence and ownership interests and Director attendance at Board meetings.
A majority of the Board should be independent Directors.
Board of Directors
A profile of each of the Directors is on page 15 of this report. The profiles include information on the year of appointment, skills,
experience and background of each Director.
The roles of the Board Chair, Audit and Finance Committee Chair, and CEO are not held by the same person.
Ownership of the Company’s shares by Directors is encouraged rather than being a requirement. Directors’ ownership interests are
disclosed at page 71.
The Board does not have a tenure policy; however, it recognises that a regular refreshment programme leads to the introduction of
new perspectives, skills, attributes and experience.
The gender composition of the Company’s Board and senior leadership team (SLT) is as follows:
As at 31 January 2021As at 30 June 2020
PositionFemaleMaleFemaleMale
Board1 (14%)6 (86%)1 (14%)6 (86%)
Senior Leadership Team2 (29%)5 (71%)1 (17%)5 (83%)
The Company has a long-term target of equal male and female representation at board and SLT level however this target has not yet
been achieved.
RECOMMENDATION 2.6
Directors should undertake appropriate training to remain current on how to best perform their duties as Directors of an issuer.
Director Training
The Board does ensure that there is appropriate training available to all Directors to enable them to remain current on how best to
discharge their responsibilities and keep up to date on changes and trends in areas relevant to their work. Directors are provided with
industry information and receive copies of appropriate company documents to enable them to perform their role. The Board has
allocated funding of $1,000 per annum for each Director to provide resources to help develop and maintain skills and knowledge.
Directors are expected to maintain their knowledge of latest governance and business practices in order to perform their duties.
The Board also ensures that new Directors are appropriately introduced to Management and the businesses.
RECOMMENDATION 2.7
The Board should have a procedure to regularly assess Director, Board and Committee performance.
Board Performance Evaluation
The Board annually assesses its effectiveness in carrying out its functions and responsibilities. The Chair of the Board leads the review
and evaluation of the Board as a whole, and of the Board Committees, against their charters. The Chair of the Board also engages
with individual Directors to evaluate and discuss performance and professional development.
In 2018 the Board undertook the Institute of Directors’ BetterBoard evaluation. This provided the opportunity for a formal review of
Board operations to ensure best practise was being followed. Several of the conclusions of the BetterBoard evaluation are noted in this
report and have been implemented, particularly in relation to the structure of Board committees and nominated participates.
RECOMMENDATION 2.9
An issuer should have an independent Chair of the Board. If the chair is not independent, the chair and the CEO should be
different people.
Chair assessment
The Chair of the board and the CEO are separated to ensure that a conflict of interest does not arise. The Chair of the Board is
responsible for leading the Board, facilitating the effective contributions of all Directors and promoting constructive and respectful
relations between Directors and between the Board and management. The Chair is also responsible for setting the Board’s agenda
and ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues.
Issuers should have an independent chair, which can contribute to a culture of openness and constructive challenge that allows for a
diversity of views to be considered by the Board. Good governance demands an appropriate separation between those charged with
managing a listed entity and those responsible for overseeing its managers.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
5554
CORPORATE GOVERNANCECORPORATE GOVERNANCE
RECOMMENDATION 3.1
An issuer’s Audit and Finance Committee should operate under a written charter. Membership on the Audit and Finance
Committee should be a majority of independent Directors and comprise solely of non-executive Directors of the issuer. The
Chair of the Audit and Finance Committee should not also be the Chair of the Board.
Audit and Finance Committee
The primary function of the Audit and Finance Committee is to assist the Board in fulfilling its oversight responsibilities relating to
the Company:
»To oversee the financial reporting and continuous disclosure processes to ensure that the interests of shareholders are properly
protected in relation to financial reporting and internal control and disclosure maintains integrity, transparency and adequacy.
»To provide the Board with an independent assessment of the Company’s financial position and accounting affairs.
»To oversee the Company’s capital and treasury management.
The members of the Committee are all independent non-executive directors, all with accounting and financial background. The
members are Paul Steere (Chair), John Ryder and Jack Porus (appointed 26 August 2020). The Chair of the Audit and Finance
Committee and the Board Chair are different people. The Audit and Finance Committee held three meetings during the seven
month period to 31 January 2021. The agenda items for each meeting generally relate to financial governance, external financial
reporting, external audit, internal controls and processes, and compliance.
PRINCIPLE 3 – BOARD COMMITTEES
The Board should use Committees where this will enhance its effectiveness in key areas, while still
retaining Board responsibility.
Board Committees
The Board formally constituted three committees in June 2018: the existing Nominations and Remuneration Committee, the
reformed Audit and Finance Committee and the new Health, Safety and Risk Committee. Each committee focuses on specific areas
of governance and together they strengthen the Board’s oversight of the Company. Committee membership is reviewed annually.
Each Committee has a written charter that is approved by the Board and sets out its mandate. The charters are reviewed annually
with any proposed changes recommended to the Board for approval. The charters can be found within the Company’s Corporate
Governance Code.
Annually each Committee agrees a programme of matters to be addressed over the following twelve-month period. The
Committees each annually review their performance against the Committee charter and objectives for the year and report their
findings to the Board.
Attendance at Meetings
The table below sets out Director attendance at Board and Committee meetings during the seven month period to 31 January 2021.
DirectorBoard
Audit & Finance
Committee
Nominations and
Remuneration
Committee
Health, Safety
and Risk
Committee
John Ryder (Chair)
7 / 72 / 2--
Paul Steere (Chair Audit and Finance Committee and Chair
Nominations and Remuneration Committee)
5 / 71 / 22 / 23 / 3
Jack Porus7 / 72 / 22 / 2-
Catriona Macleod
(Chair Health, Safety and Risk Committee)6 / 7---
Lai Po Sing 7 / 7---
Chiong Yong Tiong7 / 7--3 / 3
Grant Rosewarne
(Executive Director)7 / 72 / 22 / 23 / 3
RECOMMENDATION 3.2
Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.
Meeting Attendance
The CEO and Chief Financial Officer (CFO) are regularly invited to attend Audit and Finance Committee meetings. The committee also
regularly holds private sessions of the committee and external auditors with management excluded.
RECOMMENDATION 3.3 AND 3.4
An issuer should have a Remuneration Committee which operates under a written charter (unless this is carried out by the
whole board). At least a majority of the Remuneration Committee should be independent Directors. Management should only
attend Remuneration Committee meetings at the invitation of the Remuneration Committee. An issuer should establish a
nomination committee to recommend director appointments to the board (unless this is carried out by the whole board), which
should operate under a written charter. At least a majority of the nomination committee should be independent directors.
Nominations and Remuneration Committee
The Nominations and Remuneration Committee's role is to assist the board by:
»Establishment of a clear framework for oversight and management of the Company’s remuneration structure, policies,
procedures and practices to ensure the Company remuneration is fair and reasonable.
»Defining the roles and responsibilities of the Board and senior management.
»Reviewing and making recommendations on Board composition and succession.
In particular, the Nominations and Remuneration Committee’s role is to ensure that the Board is balanced in terms of skills and
knowledge and to ensure that the method of nomination and appointment of Directors is transparent.
Under the Nominations and Remuneration Committee Charter, the Committee shall comprise of, wherever possible, a majority of
independent Directors.
The current members of the Committee are Paul Steere (Chair) (independent, non-executive) and Jack Porus (nominated as a
Director by Oregon Group Limited and thus not independent). Therefore the Nominations and Remuneration Committee does not
currently have a majority of independent directors as recommended by the NZX Code Recommendations 3.3 and 3.4. The Company
has decided that the current composition of the Nominations and Remuneration Committee best serves the Company.
The Committee held two meetings during the seven month period to 31 January 2021.
RECOMMENDATION 3.5
An issuer should consider whether it is appropriate to have any other Board committees as standing Board committees. All
committees should operate under written charters. An issuer should identify the members of each of its committees, and
periodically report member attendance.
Health, Safety and Risk Committee
The Company has since 2015 operated a management Health & Safety Steering Group, generally meeting quarterly and with
attendance by a Board Director.
The Board’s commitment to ensuring a safe and healthy workplace for team members, contractors and visitors led to it establishing a
Health, Safety and Risk Committee in June 2018, which operates under a written charter.
The primary functions of the Health, Safety and Risk Committee are:
»To assist the Board to provide leadership and policy for health and safety.
»To assist the Board to fulfil its responsibilities and to ensure compliance with all legislative and regulatory requirements in relation
to the health and safety practices of the Company as those activities affect employees and contractors.
»To support the ongoing improvement of health and safety in the workplace.
»Ensure and overview the identification of risk to the Company’s operations, both financial and non-financial, the mitigation
measures in place and such further measures to be enacted so risk is managed to as satisfactory a level as practical.
The members of the Committee are Catriona Macleod (Chair) and Chiong Yong Tiong.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
PRINCIPLE 4 – REPORTING AND DISCLOSURE
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and
balance of corporate disclosures.
RECOMMENDATION 4.1
An issuer’s board should have a written continuous disclosure policy.
Shareholder Communications and Market Disclosure
The Company’s Board is committed to the principle that high standards of reporting and disclosure are essential for proper
accountability between the Company and its investors, employees and stakeholders.
The Company achieves these commitments, and the promotion of investor confidence, by ensuring that trading in its shares takes
place in an efficient, competitive and informed market. The Company has in place a written Shareholder Communications and Market
Disclosure Policy designed to ensure this occurs. The policy includes procedures intended to ensure that disclosure is made in a timely
and balanced manner and in compliance with the NZX Listing Rules, such that:
»All investors have equal and timely access to material information concerning the Company, including its financial situation,
performance, ownership and governance.
»Company announcements are factual and presented in a clear and balanced way.
The Company is committed to the promotion of investor confidence by ensuring that the trading of Company shares takes place in
an efficient, competitive and informed market. The CFO is responsible for the Company’s compliance with NZX and ASX continuous
disclosure requirements and the Board is advised of, and considers, continuous disclosure issues at each Board meeting or whenever
else required.
Significant market announcements, including the preliminary announcement of the half year and full year results, the financial
statements for those periods, and any advice of a change in earnings forecast are approved by the Board.
Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.
RECOMMENDATION 4.2
An issuer should make its Code of Ethics, Board and Committee charters and the policies recommended in the NZX Code,
together with any other key governance documents, available on its website.
Governance Policies and Charters
The Company’s key corporate governance documents, including charters and policies, can be found
at https://www.kingsalmon.co.nz/investors /governance/.
RECOMMENDATION 3.6
The Board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer for the
issuer including any communication between insiders and the bidder. The Board should disclose the scope of independent
advisory reports to shareholders. These protocols should include the option of establishing an independent takeover committee,
and the likely composition and implementation of an independent takeover committee.
Takeover Protocols
The Board has documented and adopted a series of protocols to be followed in the event of a takeover offer being made, including
communication between insiders and any bidder.
It is proposed that the Audit and Finance Committee will oversee the protocols and act as the takeover committee, assuming there
are no conflicted members of the Committee. The Committee would have responsibility for managing the takeover in accordance
with the Board protocols and the New Zealand Takeovers Code.
PRINCIPLE 5 – REMUNERATION
The remuneration of Directors and senior management should be transparent, fair and reasonable.
RECOMMENDATION 5.1
An issuer should recommend Director remuneration to shareholders for approval in a transparent manner. Actual Director
remuneration should be clearly disclosed in the issuer’s annual report.
RECOMMENDATION 5.2
An issuer should have a remuneration policy for remuneration of Directors and senior management, which outlines the relative
weightings of remuneration components and relevant performance criteria.
RECOMMENDATION 5.3
An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include disclosure
of the base salary, short term incentives and long term incentives and the performance criteria used to determine performance
based payments.
Remuneration Report Introduction
This Remuneration Report outlines the Company’s overall reward strategy for the seven month period to 31 January 2021 and provides
detailed information on the remuneration arrangements in this period for the Directors of the Company, including the CEO, and other
nominated executives.
The Company’s Remuneration Policy, which may be amended from time to time, is reviewed at least once a year. The Company
has also established a number of additional policies to support a strong governance framework and uphold ethical behaviour and
responsible decision making.
Remuneration Policy
The Nominations and Remuneration Committee is responsible for making recommendations to the Board on remuneration policies
and packages for Directors, the CEO and nominated executives. The primary objectives of the Remuneration Policy are to provide
a competitive and flexible structure that reflects market practice but is tailored to the specific circumstances of the Company and
which reflects each person’s duties and responsibilities, in order to attract, motivate and retain people of the appropriate quality.
This includes the Company responsibility to monitor diversity and ensure pay equity.
RECOMMENDATION 4.3
Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure at least annually,
including considering environmental, economic and social sustainability factors and practises. It should explain how operational
or non-financial targets are measured. Non-financial reporting should be informative, include forward looking assessments,
and align with key strategies and metrics monitored by the Board.
Financial and Non-Financial Reporting
The Board is responsible for ensuring the integrity and timeliness of its financial reporting. As noted above under ‘Board Committees’,
the Audit and Finance Committee monitors financial reporting risks in relation to the preparation of the financial statements.
The Audit and Finance Committee, with the assistance of management, works to ensure that the financial statements are founded
on a sound system of risk management and internal control and that the system is operating effectively in all material respects in
relation to financial reporting risks.
The Audit and Finance Committee oversees the quality and integrity of external financial reporting including the accuracy,
completeness, balance and timeliness of financial statements. It reviews half-year and annual financial statements and makes
recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,
stock exchange and legal requirements, and the results of the external audit. All matters required to be addressed and for which the
Committee has responsibility were addressed during the period under review.
All interim and full-year financial statements are prepared in accordance with relevant financial standards.
Both financial and non-financial disclosures are made at least annually, including reporting of material exposure to environmental,
economic and social sustainability risks and other key risks. The Company has a strategic target to develop best-in-class sustainability
reporting and to measure and report on key sustainability aspects affecting its businesses.
The Company’s Sustainability Report for 2021 is included in this report at pages 10-11 and provides details of the Company’s initiatives
in this area. The Company-wide report draws on 5 of the United Nations Sustainable Development Goals focusing on the food sector
and aquaculture industry both nationally and globally. The five Goals being focused on are: decent work and economic growth,
climate action, good health and well-being, responsible consumption and production, and life below water.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
5958
CORPORATE GOVERNANCECORPORATE GOVERNANCE
Fees for Serving on CommitteesTotal
Director
Base Fee
(12 months)
Base Fee
(7 months)
Audit & Finance
Committee
Nominations &
Remuneration
Committee
Health, Safety
& Risk
Fees Paid/
Payable
John Ryder
(Chair)
$138,000$80,500$0$0$0$80,500
Jack Porus $60,000$35,000$2,250$2,625$0$39,875
Paul Steere
(Chair Nominations & Remuneration
Committee and Chair Audit & Finance
Committee)
$60,000$35,000$2,625$2,625$0$40,250
Catriona Macleod
(Chair Health, Safety & Risk Committee)
$60,000$35,000$0$0$2,625$37,625
Lai Po Sing$60,000$35,000$0$0$0$35,000
Chiong Yong Tiong$60,000$35,000$0$0$2,625$37,625
The Nominations and Remuneration Committee reviews market data on remuneration structure and quantum. The remuneration
packages of the CEO and nominated executives are structured to include a Short-Term Incentive Scheme (STI Scheme) that is directly
linked to the overall financial and operational performance of the Company. The CEO and nominated executives may also be invited
to participate in the Company’s Long-Term Incentive Scheme (LTI Scheme). The long-term benefits of the LTI Scheme are currently
solely conditional upon the Company share price meeting certain performance criteria, details of which are outlined below.
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive Director remuneration is separate and distinct
from the remuneration of the CEO and other executives.
Components of Compensation - Non-Executive Directors
a) Remuneration
The Board seeks to set aggregate remuneration for non-executive Directors at a level which provides the Company with the ability to
attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
No remuneration is payable to non-executive Directors unless it is approved by the Company’s shareholders. The NZX Listing Rules
specify that shareholders can approve a per Director remuneration amount or an aggregate Directors’ fee pool. Shareholders
approved an aggregate fee pool of $520,000 at the November 2019 Annual General Meeting and no adjustment will be sought at the
2021 Annual Meeting.
The aggregate remuneration paid to non-executive Directors and the manner in which it is apportioned amongst Directors is
reviewed annually, with any proposed increase in the aggregate pool put to shareholders for approval at the Company’s next Annual
Shareholders Meeting. The Board reviews its fees to ensure the Company’s non-executive Directors are fairly remunerated for their
services, recognising the level of skill and experience required to fulfil the role and to enable the Company to attract and retain
talented non-executive Directors. The process involves benchmarking against a group of peer companies. In addition, the Board
reviews the Committee structure and appropriate level of resourcing required to make an on-going contribution to long term value
creation. At the end of 2018, the Board made changes to the committee structure including the formation of the Health, Safety and
Risk Committee, bringing an additional focus to an area considered to be a key driver for the Company.
Non-executive Directors have no entitlement to any performance-based remuneration or participation in any share-based incentive
schemes. This policy reflects the differences in the role of the non-executive Directors, which is to provide oversight and guide strategy,
and the role of management, which is to operate the business and execute the Company’s strategy. Non-executive Directors are
encouraged to be shareholders but are not required to hold shares in the Company.
Each non-executive Director receives a fee for services as a Director of the Company. An additional fee is also paid for being a member
of the Board’s Nominations and Remuneration Committee, Audit and Finance Committee, and Health, Safety & Risk Committee.
The payment of an additional fee recognises the additional time commitment required by Directors who serve on those committees.
Directors are also entitled to be reimbursed for costs associated with carrying out their duties.
Fees paid to the non-executive Directors of the Company for the seven month period to 31 January 2021 were as follows:
Number of employees
Remuneration
FY21
(7 Months)
FY20
(12 Months)
$100,000 to $109,99937
$110,000 to $119,99919
$120,000 to $129,99905
$130,000 to $139,99933
$140,000 to $149,99914
$150,000 to $159,99906
$160,000 to $169,99903
$170,000 to $179,99901
$180,000 to $189,99911
$210,000 to $219,99901
$220,000 to $229,99901
$230,000 to $239,99901
$290,000 to $299,99901
$330,000 to $339,99901
$410,000 to $419,99901
* Above excludes CEO but includes redundancy payments. Includes other prescribed fringe benefits and the option value of LTI Scheme shares
Remuneration of CEO and Executives
The number of employees of the Group (including former employees), not being Directors, who received remuneration and other
benefits in excess of $100,000 in the period 1 July 2020 to 31 January 2021 is set out in the remuneration bands detailed below:
As set out in further detail below, the total remuneration and value of other benefits paid to the CEO (including under the STI Scheme
and LTI Scheme detailed below) for the seven month period to 31 January 2021 was $314,951 (Year to 30 June 2020: $512,219).
YearBase Salary
Vehicle
allowance
Fixed
remuneration
Pay for
performance
Total
remuneration
2021296,28418,667314,951-314,951
2020480,21932,000512,219-512,219
* Based on the year the amount was paid
** Base salary includes Super contributions, SX, Life IP and any leave cashed in.
Components of Compensation – CEO and Other Nominated Executives
a) Structure
The Company aims to reward the CEO and nominated executives with a level and mix of remuneration commensurate with their
position and responsibilities within the Group, so as to:
»Reward them for Company performance against targets set by reference to appropriate benchmarks and key
performance indicators.
»Align their interests with those of shareholders.
»Ensure total remuneration is competitive by market standards.
Remuneration consists of both fixed and variable remuneration components. The variable remuneration component comprises the STI
Scheme and the LTI Scheme.
The proportion of fixed remuneration and variable remuneration is established for the CEO and for each nominated executive by the
Board, following recommendations from the Nominations and Remuneration Committee and the CEO (in the case of the nominated
executives only).
The remuneration packages for the CEO and nominated executives are all subject to Board approval. There were no material changes
to the remuneration structures or targets for the 2021 year.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
6160
CORPORATE GOVERNANCECORPORATE GOVERNANCE
1. Fixed annual remuneration
Remuneration levels are reviewed annually to ensure that they are appropriate for the responsibility, experience and performance of
the CEO and each nominated executive and are competitive with the market. In addition, the overall mix of variable compensation
and their terms are also considered when setting and/or reviewing fixed remuneration.
The CEO and nominated executives receive their fixed annual remuneration in cash and a limited range of prescribed fringe benefits
such as superannuation, motor vehicle and health insurance. The total employment cost of any remuneration package, including
fringe benefit tax, is considered in determining an employee’s fixed annual remuneration.
For the period 1 July 2020 to 31 January 2021, the CEO received $314,951 (Year to 30 June 2020: $512,219) in fixed annual remuneration.
2. Variable remuneration – STI Scheme
The objective of the STI Scheme is to link the achievement of the annual financial and operational targets with the remuneration
received by the executives charged with meeting those targets. The total potential remuneration under the STI Scheme is set at a level
so as to provide sufficient incentive to the executive to achieve the targets such that the cost to the Company is flexible and in line
with the trading outcome for the year.
Actual STI Scheme payments granted to the CEO and each nominated executive depend on the extent to which specific targets set at
the beginning of the year are met. The target for 2021 is directly related to achieving budgeted pro-forma operating EBITDA result and
Return on Capital Employed.
In future the targets may include a weighted combination of:
»At least 60% for meeting budget or target pro-forma operating EBITDA for the Group.
»Up to 30% for meeting budget or target asset efficiency measures such as Return on Capital Employed for the Group.
Any balance for strategic objectives and other contributions.
The Nominations and Remuneration Committee considers the performance against the targets and determines the amount, if any, to
be allocated to the CEO and nominated executives. STI Scheme payments are delivered as a taxable cash bonus and are payable on
completion of the annual audited financial statements.
It should be noted that the level of remuneration detailed in this report for the CEO includes the STI bonus actually paid in 2021
relating to performance in the 2020 financial year. The total cost for the CEO and other nominated executives of the STI Scheme for
2021 was $nil (30 June 2020: $nil) and the total accrual for 2021 is $nil (30 June 2020: $nil).
The CEO received $nil in STI Scheme payments in 2021 relating to performance in the 2020 financial year (30 June 2020: $nil in STI
payments in 2020 relating to the 2019 year) and the total accrual for 2021 is $nil.
STI Scheme payment values are set as a percentage of base cash remuneration, being 30% for the CEO and 25% for the other
nominated executives for the financial seven month period to 31 January 2021. For the financial seven month period to 31 January 2021
there were six executives in the STI Scheme, (30 June 2020: six executives).
In addition to the STI Scheme the Board reserves the ability to pay ad hoc bonus payments to any employee, again either directly
related to the trading outcome or a specific performance target. For the financial seven month period to 31 January 2021, there were
no ad hoc bonus payments to the CEO or other nominated executives (Year to 30 June 2020, $nil).
OTHER
SLT
CEO
Fixed
At Risk
0160,000320,000480,000640,000800,000
Fixed vs At Risk Remuneration
FY 2021 (7 months)
OTHER
SLT
CEO
0320,000640,000960,0001,280,0001,600,000
Fixed
At Risk
Fixed vs At Risk Remuneration
FY 2020 (12 months)
The mix of fixed versus variable ‘at risk’ remuneration payable in respect of the period 1 July 2020 to 31 January 2021 versus the year to
30 June 2020 was as follows:
Fixed
3. Variable remuneration – LTI Scheme
The LTI Scheme has been designed to link reward with key performance indicators that drive sustainable growth in shareholder value
over the long term. The objectives of the LTI Scheme are to:
»Align the CEO and nominated executives’ interests with those of shareholders.
»Help provide a long-term focus.
»Retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the Company
mindset, encouraging executives to think and act like owners.
The hurdle rate used for the LTI scheme is an absolute share price growth hurdle, which is more challenging over time than a relative
TSR approach. This approach only rewards executives if the shareholders also do well.
Under the LTI Scheme, the CEO and nominated executives are offered an interest free loan which is to be applied to acquire shares
in the Company. Shares acquired under the LTI Scheme are held by a custodian and will only vest to the employee if he or she is still
employed by the Company after three years from the date of issue. All dividends paid during this period are offset against the loan
balance. Once the shares vest, the employee remains obligated to repay the outstanding balance of the loan. If an employee leaves
employment before the expiry of the three-year period, the custodian may exercise a call option to have the employee’s beneficial
interest in the shares transferred to it in consideration of the custodian taking the balance of the loan. Any shares so transferred can
be used for future grants or alternatively the custodian is authorised to sell that employee’s shares with the proceeds applied to repay
the balance of the loan, with any deficit covered by the Company and any surplus retained by the Company.
Although performance rights are the most prevalent LTI instrument in Australasia the company believes the issue of shares and loans
is more relevant for NZKS. The structure is well understood by executives and more closely aligns to the security held by shareholders.
In addition, the economic return achieved by executives is more challenging under the current terms.
Each employee’s loan amount (which determines how many shares will be acquired) is set as a percentage of their base salary and
selected employees will be offered a loan for this amount if the criteria set by the Board are met. For the first three years of the LTI
Scheme from 2016, the criterion has been the achievement of a compounding gross Total Shareholder Return of 12.5% (including
all distributions) over the reference share price of $1.12, for those executives who joined the scheme at the initial issue at the time
of the IPO in October 2016, $1.77 for those who joined the scheme in September 2017, and $2.78 for those who joined the scheme
in September 2018. There were no new joiners in shares issued in November 2019 due to the reference share price being higher than
market price. The reference share price for any new participants will be set at the time of joining the scheme.
An offer may be made under the LTI Scheme to the CEO and nominated executives each financial year and is based on individual
performance as assessed by the annual appraisal process. If an executive does not sustain a consistent level of high performance,
they will not be nominated for participation in the LTI Scheme. The Nominations and Remuneration Committee reviews all nominated
executives, with participation in the LTI Scheme subject to final Board approval. The Board has retained the discretion to vary the
applicable criteria for each offer under the LTI Scheme. Once the Board has fixed the criteria for a specific offer under the LTI Scheme,
those performance hurdles cannot be varied in respect of that offer.
A total of 993,671 shares were allocated in establishing the LTI Scheme at the time of IPO in October 2016, with matching interest free
loans of $1,112,911, being an issue price of $1.12 per share. Of this total the CEO received 308,880 shares, with a matching interest free
loan of $345,946.
A further 317,515 shares were allocated in September 2017, being 270,274 at an issue price of $1.22 per share (being a 12.5% Total
Shareholder Return over the initial $1.12 IPO share price, and of which the CEO received 94,833 shares) along with matching interest
free loans of $329,734 (of which the CEO’s loan is $115,697), and 47,241 shares at an issue price of $1.77 per share to new nominated
executives, along with matching interest free loans of $83,617.
A further 311,527 shares were allocated in September 2018, being 260,321 shares at an issue price of $1.30 per share (being a 12.5%
Total Shareholder Return over the initial 1.12 IPO share price, and of which the CEO received 90,510 shares) along with matching
interest free loans of $220,754 (of which the CEO’s loan is $117,664), and 33,858 shares at an issue price of $1.95 per share to the 2017
nominated executives, along with matching interest free loans of $66,023, and 17,348 shares at an issue price of $2.78 per share to
new nominated executives, along with matching interest free loans of $48,227.
A further 414,488 shares were issued on 05 November 2019 with vesting dates of 172,727 shares being 7 February 2020 and 241,761
shares being 1 September 2022, and of which the CEO received 83,449 shares, along with the matching interest free limited recourse
loans of $795,894 (of which the CEO’s loan is $117,663). The price to be paid for each share is the issue price at grant date, reduced
by any dividends that are applied to the interest free limited recourse loan. No shares vested or expired during the year however 4,475
shares were forfeited during the year
During the year, a number of employees left the Company, resulting in the forfeiture of 231,709 shares (30 June 2020: 4,475) shares,
the consequent exercise of call options and redemption of gross loans of $nil (30 June 2020: $nil).
LTI Scheme loan amounts are set as a percentage of base cash remuneration, being 30% for the CEO and between 5% and 20%
for other nominated executives in respect of the financial year ended 30 June 2020. As at 31 January 2021, there were 38 nominated
executives in the LTI Scheme, (30 June 2020: 42 nominated executives).
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
6362
CORPORATE GOVERNANCECORPORATE GOVERNANCE
DRAFT
Cost LTI SchemeSLT LTI SharesLTI SharesLTI 2017LTI 2018LTI 2019
Total shares issued3,062,164993,671317,515311,527414,488
Shares issued to CEO1,937,170308,88094,83390,51083,449
Allocation cost to P&L$321,309$128,447$236,283$356,723$252,725
Allocation cost to CEO$195,925$39,927$70,571$103,641$50,881
Number of Shares
Scheme
Allocation DateVesting Date
Weighted
average
share price
Balance
at start
of year
Granted
during
the year
Vested
during
the year
Lapsed or
transferred
during
the year
Balance at
the end of
the year
Senior Executive Share
Ownership Scheme
Various 2011-201629 August 2018Pre IPO3,062,164---3,062,164
LTI 2017 Scheme29 September 20171 September 2020$1.29299,995--3,107296,888
LTI 2018 scheme27 September 20181 September 2021$1.42310,046--28,690281,356
LTI 2019 scheme -
senior executive
5 November 20197 February 2022$2.20172,727--172,727-
LTI 2019 scheme5 November 20191 September 2022$1.49278,215--27,185251,030
Totals4,123,147--231,7093,891,438
CEONumber of Shares
Scheme
Allocation DateVesting Date
Weighted
average
share price
Balance
at start
of year
Granted
during
the year
Vested
during
the year
Lapsed or
transferred
during
the year
Balance at
the end of
the year
Senior Executive Share
Ownership Scheme
Various 2011-201629 August 2018Pre IPO1,937,170---1,937,170
LTI 2017 Scheme29 September 20171 September 2020$1.2294,833-94,833--
LTI 2018 scheme27 September 20181 September 2021$1.3090,510---90,510
LTI 2019 scheme5 November 20191 September 2022$1.4183,449--83,449
Totals2,205,962-94,833-2,111,129
On 1 September 2020, LTI shares issued on 29 September 2017 will vest in those team members who are employed by the Company
at the time.
Once the LTI shares vest, employees remain obligated to repay outstanding loans in the event of sale of the shares or if leaving the
Company. Employees may also choose to sell the vested LTI shares on-market (subject to usual employee share trading procedures)
and would then be obligated to repay the loans.
Senior Executive Share Ownership Scheme
The CEO and certain other executives were participants in an executive share ownership scheme prior to the IPO, in which
participants have been provided with an interest free loan of up to 200% of the amount which the senior executive invests in the
Company. As at 31 January 2021, 3,062,164 shares were held by executives via the Ownership Scheme, partly funded by interest free
loans of $1,240,625. Of this, the CEO holds 1,937,170 shares under the Ownership Scheme, supported by a loan of $700,000.
These shares, which have been subject to sale restrictions since the IPO, were released from escrow on announcement of the 2018
financial results. During the period to 31 January 2021 year there were no changes to the shareholding under this scheme.
Shares held by the CEO and nominated executives
The total numbers of shares allocated under the Senior Executive Share Ownership Scheme and LTI Schemes as at 31 January 2021
are as follows:
It should be noted under the relevant accounting standards the loans granted to participants in both the Executive Share Ownership
Scheme and LTI Schemes participants are not recorded on the company balance sheet.
The total cost of the LTI Scheme:
Under accounting standard IFRS 2 Share Based Payments, as the LTI shares are classified as options, the total cost of each annual
allocation is spread across the three years of the vesting period from the date of issue.
The total annual cost of the LTI scheme relating to shares issued from 2016 to 2019 is detailed below. In addition, the annual allocation
spread across the three years of the vesting period is as follows:
Financial YearLTI Year
Allocation Cost
at Grant Date
P&L
Amortisation
2017IPO - Oct 2016$1,112,911$142,206
20182017$413,351$262,783
20192018$429,049$192,067
20202019$801,301$243,356
20212020$96,592
20222020$95,952
20232020$15,656
It should be noted the table above records the accounting cost to the company. It does not relate to the economic benefit received by
the executive, which is directly linked to the share price movement over the vesting period.
Employee Share Ownership Scheme
At the time of the Company’s initial public offering, it established an employee share ownership scheme to facilitate an increase in the
level of participation by employees as shareholders, which improves the alignment of interests between employees and shareholders.
Under the scheme, each eligible employee was offered an interest free loan up to $5,000 to fund 50% of the subscription price for
the shares which employee wished to acquire in the Company. Employees are obliged to repay their loans when the shares are sold or
when they leave the Company.
A total of 187,076 shares were issued at the time, supported by loans of $104,762 from the Company. During the period, no employees
holding have left the Company (Year to 30 June 2020: nil), and no shares have been sold by current employees (Year to 30 June 2020:
nil shares resulting in repayment of $nil loans). As at 31 January 2021, the following shares were held by employees under the Employee
Share Ownership Plan:
Allocation DateVesting DateNumber of Shares
Scheme
Balance at
start of year
Sold during
the year
Balance at the
end of the year
Employee Share Ownership Plan19 October 201619 October 2016140,650-140,650
CEO Long term incentive
and loan outstandingLTI IPOLTI 2017LTI 2018LTI 2019
TOTAL LTI
SHARES
Issue date18-Oct-1629-Sep-1727-Sep-185-Nov-19
Vesting date18-Oct-191-Sep-201-Sep-211-Sep-22
$1.12$1.22$1.30$1.41
Shares308,88094,83390,51083,4495 7 7, 67 2
Loans345,946115,696117,663117,663696,968
Less dividend received after tax paid(48,863)(10,590)(5,896)(1,553)(66,902)
Net loan297,083105,107111,767116,110630,066
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
6564
CORPORATE GOVERNANCECORPORATE GOVERNANCE
DRAFT
PRINCIPLE 6 - RISk MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer and how to
manage them. The Board should regularly verify that the issuer has appropriate processes that identify
and manage potential and material risks.
RECOMMENDATION 6.1
An issuer should have a risk management framework for its business and the issuer’s Board should receive and review regular
reports. An issuer should report the material risks facing the business and how these are being managed.
Risk Management Framework
The Board is responsible for ensuring that key business and financial risks are identified, and that appropriate controls and procedures
are in place to effectively manage those risks.
The Health, Safety and Risk Committee has overall responsibility for ensuring that Company’s risk management framework is
appropriate and that it appropriately identifies, considers and manages risks.
Risk management is an integral part of the Company’s business. A risk management framework incorporating a risk register is used
to identify those situations and circumstances in which the Company may be materially at risk and for which risk mitigation activities
are appropriate. This approach is intended to provide a comprehensive, company-wide awareness of risk in senior management,
supported by a consistent method of identifying, assessing, controlling, monitoring and reporting existing and potential risks to the
Company’s business.
The Company has designed and implemented a risk framework for the oversight and management of financial and non-financial
business risks, as well as related internal compliance systems that are designed to:
»Ensure team members and contractors work in a safe and healthy working environment.
»Optimise the return to stakeholders whilst also protecting their interests.
»Safeguard the Company’s assets, biological assets and the environment.
»Maintain food quality standards and product quality.
»Fulfil the Company’s strategic objectives.
»Manage the financial and non- financial risks associated with the business.
The Board has delegated responsibility to the Health, Safety & Risk Committee to establish and regularly review the Company’s
risk management framework. As part of this framework the Committee is tasked with identifying situations and circumstances
in which the Company may be materially at risk and initiating appropriate action through the Board or CEO. A risk management
policy is overseen by the CEO and supports a comprehensive approach to the management of those risks identified as material to
the Company’s operations. Risk management is a standing item on the agenda for Health, Safety & Risk Committee meetings, with
detailed reports provided by senior management.
The CEO and CFO have provided the Board, through the Audit and Finance Committee, with assurances that in their opinion financial
records have been properly maintained, that the financial statements comply with those accounting standards under which the
Company must report and that the statements give a true and fair view of the Company’s financial position and performance. These
representations are given on the basis that a sound system of internal controls and risk management is operating effectively in all
material respects in relation to financial reporting.
In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury
management, financial performance, taxation and delegated authorities.
Insurance
The Company has insurance policies in place covering most areas where risk to its assets and business can be insured
at a reasonable cost.
RECOMMENDATION 6.2
An issuer should disclose how it manages its health and safety risks and should report on their health and safety risks,
performance and management.
Health and Safety
The Board and management are committed to promoting a safe and healthy working environment for everyone working in, or
interacting with, the Company. The Company strives for continuous improvement that takes us beyond compliance in health, safety
and wellness. This includes the reviewing of our health and safety policy statement as well as the systems and processes that support
our safety objectives.
The Company’s Health, Safety & Risk Committee Charter creates a shared responsibility for all our team members and contractors
to so far as reasonably practicable take all steps in providing a working environment that promotes health and wellbeing. Effective
controls based on industry knowledge and best practice guidelines inform and support our risk management across in all areas of
the business.
The Company uses a risk-based approach, having identified a number of critical risk areas, being:
»Maritime operations
»Fire, electricity and natural events
»Heights and lifting
»Confined spaces
»Mobile plant and equipment
»Construction activity
Each of these critical risk areas has initiatives designed to eliminate, isolate or minimise risk.
The Company uses a combination of leading and lagging performance measures in health and safety.
Further information is included in the Sustainability Report at pages 10-11.
PRINCIPLE 7 – AUDITORS
The Board should ensure the quality and independence of the external audit process.
RECOMMENDATION 7.1
The Board should establish framework for the issuer’s relationship with its external auditors. This should include procedures:
a) for sustaining communication with the issuer’s external auditors;
b) to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired, or could reasonably
be perceived to be impaired;
c) to address what, if any, services (whether by type or level) other than their statutory audit roles may be provided by the
auditors to the issuer; and
d) to provide for the monitoring and approval by the issuer’s Audit and Finance Committee of any service provided by the
external auditors to the issuer other than in their statutory audit role.
RECOMMENDATION 7.2
The external auditor should attend the issuer’s Annual Shareholders Meeting to answer questions from shareholders in relation
to the audit.
External Auditor
The Company’s Audit and Finance Committee is responsible for oversight of the Company’s external audit arrangements to
safeguard the integrity of financial reporting. The Company maintains an External Auditor Independence Policy to ensure that audit
independence is maintained, both in fact and appearance.
The policy covers the following areas:
»Appointment of the external auditor.
»Provision of other assurance services by the external auditor.
»Pre-approval process for the provision of other assurance services.
»External auditor lead and engagement partner rotation.
»Hiring of staff from the external auditor.
»Relationships between the external auditor and the Company.
»Reporting on fees and non-audit work.
The role of the external auditor is to audit the financial statements of the Company in accordance with applicable auditing standards
in New Zealand and to report on its findings to the Board and shareholders of the Company.
The External Auditor Independence Policy is available in the Corporate Governance Code which is available on the Company’s website
at https://www.kingsalmon.co.nz/investors /corporate-governance.
Ernst & Young is the Company’s current external auditor. Bruce Loader is the current audit engagement partner, in his fifth year
following a partner rotation after the 2016 audit and will be replaced by Brendan Summerfield for the 2022 year end audit. Fees paid
to Ernst & Young are included in note 30 of the notes to the financial statements.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
6766
CORPORATE GOVERNANCECORPORATE GOVERNANCE
PRINCIPLE 8 – SHAREHOLDER RELATIONS
The Board should respect the rights of shareholders and foster constructive relationships with
shareholders that encourage them to engage with the issuer.
RECOMMENDATION 8.1
An issuer should have a website where investors and interested stakeholders can access financial and operational information
and key corporate governance information about the issuer.
Shareholder Relations
The Company is committed to maintaining a full and open dialogue with its shareholders and other stakeholders. Annual reports, NZX
releases, governance policies and charters and a variety of corporate information are posted on the Company’s website.
The Company’s preference is for electronic communications in the interests of sustainability and efficiency; however, each shareholder
is entitled to receive a paper copy of each annual report.
The Company has an Annual Meeting page in the Investors section on its website. Documents relating to meetings are available.
Shareholder meetings will be held at a time and location to encourage participation by shareholders. Annual meetings are currently
held in the Nelson / Marlborough region, reflecting the head office and production locations for the Company.
The Company’s website includes a range of information relevant to shareholders and others concerning the operation of the
Company, including information about the sites we operate, Aquaculture Best Management Practices (BMP), certifications, our
brands and the corporate governance policies of the Company.
Both the Company’s Audit and Finance Committee Charter and the External Auditor Independence Policy require the external auditor
to be independent, recognising the importance of facilitating frank dialogue between the Audit and Finance Committee, the auditor
and management. The External Auditor Independence Policy requires that the audit partner be rotated after a maximum of five years.
The Audit and Finance Committee Charter requires the Committee to facilitate the continuing independence of the external
auditor by assessing the external auditor’s independence, qualifications, overseeing and monitoring their performance. This involves
monitoring all aspects of the external audit, including the appointment of the auditor, the nature and scope of its audit and reviewing
the auditor’s service delivery plan.
The auditor has been invited to attend the Annual Shareholders’ Meeting and will be available to answer questions about the audit
process and the independence of the auditor.
RECOMMENDATION 7.3
Internal audit functions should be disclosed.
Internal Audit
The Company does not have an internal audit function. However, the Company does have a quality and compliance team dedicated
to food hygiene in relation to the processing of harvested fish through to finished goods that are dispatched to the end customer. The
objective of the quality and compliance team is to enhance and protect the organisational value of the Company by providing risk-
based and objective assurance. The management Health and Safety Steering Group has overseen internal safety audits throughout
the farming and manufacturing process. The Health, Safety and Risk Committee now oversees this function.
Where necessary, external expertise is obtained for specific audit activities.
Independent Professional Advice
With the approval of the Audit and Finance Committee, Directors are entitled to seek independent professional advice on any issue
related to the fulfilment of his or her duties, at the Company’s expense.
RECOMMENDATION 8.2
An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to receive
communications from the issuer electronically.
Electronic Communications
Shareholders have the option of receiving their communications electronically. This is the companies preferred method of
communication.
Contact details for the Company’s head office are available on the website.
RECOMMENDATION 8.3
Quoted equity security holders should have the right to vote on major decisions which may change the nature of the issuer in
which they are invested in.
Major Decisions
Directors’ commitment to timely and balanced disclosure is set out in its Shareholder Communications and Market Disclosure Policy
and includes advising shareholders on any major decisions. Where voting on a matter is required the Board encourages investors to
attend the meeting or to send in a proxy vote. Shareholders may raise matters for discussion at the Annual Shareholders’ Meeting
either in person or by emailing the Company with a question to be asked.
RECOMMENDATION 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer further equity securities to existing equity
security holders of the same class on a pro rate basis, and on no less favourable terms, before further equity securities are
offered to other investors.
Equity raise
The Board is responsible for considering the interests of all existing equity holders when assessing their capital raising options.
RECOMMENDATION 8.5
The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on the
issuer’s website as soon as possible and at least 20 working days prior to the meeting.
Notice of Meeting
The Company’s Notice of Meeting will be available at least 20 working days prior to the meeting on the Shareholder Meetings page in
the Investors section of the website.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
6968
CORPORATE GOVERNANCECORPORATE GOVERNANCE
DRAFTDRAFT
Director Disclosures
John
Ryder
Jack
Porus
Chiong
Yong Tiong
Paul
Steere
Grant
Rosewarne
James V.
kilmer
Justin
Reynolds
Catriona
Macleod
Lai Po
Sing
New Zealand King Salmon
Investments Limited
New Zealand King Salmon
Co. Limited
New Zealand King Salmon
Exports Limited
New Zealand King Salmon
USA Incorporated
New Zealand King Salmon
Pty Limited
NZKS Custodian
Limited
King Salmon
Limited
MacCure Seafoods
Limited
Omega Innovations
Limited
Ōra King
Limited
Regal Salmon
Limited
Southern Ocean
Salmon Limited
Southern Ocean
Seafoods Limited
The following persons were Directors of New Zealand King Salmon Investments Limited and its subsidiaries
during the seven month period to 31 January 2021:
Name of Director /
Senior Executive
No. of SharesNature of InterestAcquisition / DisposalConsiderationDate
Grant Rosewarne94,833 Beneficial Owner Transfer legal title per long
term incentive scheme
$0.00 per share 31 December
2020
Andrew Clark44,090 Beneficial Owner Transfer legal title per long
term incentive scheme
$0.00 per share 31 December
2020
INTERESTS REGISTER
The following entries were made in the interests register of the Company during the seven months ended 31 January 2021:
Share Dealings by Directors
Dealings by Directors and key senior managers during the seven months ended 31 January 2021 as entered in the Interest Register of
the Company are as follows:
Disclosure of interest in the Interests Register
Details of Directors disclosures entered in the interests register for the Company as at 31 January 2021 were as follows:
DirectorName of InterestNature of Interest
John Ryder (Chair)Aged Care Education (NZ) LimitedDirector & Shareholder
Alpine View Care Centre LimitedDirector
Alpine View Lifestyle Village LimitedDirector
Ashbury Heights LimitedDirector
Banbury Park LimitedDirector
Broadwater Village LimitedDirector
Brycharl Corporation LimitedDirector & Shareholder
Burlington Village LimitedDirector
Castle Recruitments LimitedDirector & Shareholder
Coastal View LimitedDirector
Direct Capital VI Management LimitedDirector
Kindly LimitedDirector
Qestral Corporation LimitedDirector & Shareholder
Questral Corporation LimitedDirector
Spyglass Trading LimitedDirector & Shareholder
Sweat Equity LimitedDirector & Shareholder
Tuatara Tours NZ LimitedDirector & Shareholder
Jack PorusGlaister EnnorPartner
Paul SteereNelson Airport LimitedChairman
Allan Scott Wines & Estates LimitedChairman
Aquaculture Advisory Panel, South Pacific CommunityChairman
Tomakin LaiChina Resources Ng Fung LimitedDirector
China Resources Ng Fung International Distribution Company LimitedDirector
Scales Corporation LimitedDirector
Chiong TiongAotea Dairy LimitedDirector
Forestland Investment LimitedDirector
Aotea Housing LimitedDirector
Maraetai Land Development LimitedDirector
The Lumberbank New Zealand LimitedDirector
Waimarino Forests LimitedDirector
CEP Auckland LimitedDirector
Nugent Fitness LimitedDirector
Neil Corporation LimitedDirector
Winstone Pulp International LimitedDirector
Oregon Group LimitedDirector
Ernslaw One LimitedDirector
The Neil Group LimitedDirector
Neil Construction LimitedDirector
Timbergrow LimitedDirector
Grant RosewarneAquaculture New ZealandDirector
Seafood New ZealandDirector
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
7170
DIRECTOR DISCLOSURESDIRECTOR DISCLOSURES
ShareholderNumber of Shares% of shares
Oregon Group Limited 55,622,358 40.15
China Resources Ng Fung Limited 13,798,944 9.96
HSBC Nominees A/c NZ Superannuation Fund Nominees Limited8,684,2856.27
FNZ Custodians Limited 4,042,882 2.92
ANZ Wholesale Australasian Share Fund - NZCSD3,785,9542.73
Hobson Wealth Custodians Limited3,194,7152.31
Grantley Bruce Rosewarne & Julie Ann Rosewarne* 2,173,6411.57
John William Dudley Ryder 1,989,6441.44
Accident Compensation Corporation - NZCSD1,795,7271.30
HSBC Nominees (New Zealand) Limited1,348,395 0.97
FNZ Custodians Limited 1,317,7060.95
MA Investments Two Limited 920,7340.66
Kevin Douglas & Michelle Douglas*914,0290.66
Forsyth Barr Custodians Limited747,8820.54
New Zealand Depository Nominee Limited724,0790.52
Richard Pelham Garland & Susan Jane Garland*697,3220.50
Custodial Services Limited (A/c 4)674,5600.49
Citibank Nominees (New Zealand) Limited - NZCSD635,8310.46
BNP Paribas Nominees (NZ) Limited - NZCSD623,3510.45
Andrew Christopher Clark & Christine Elizabeth Clark*620,2590.45
20 Largest Shareholders
Set out below are details of the 20 largest shareholders of the Company as at 31 January 2021:
ShareholderNumber of SharesClass of Share
Oregon Group Limited 55,622,358 Ordinary
China Resources Ng Fung Limited 13,798,944 Ordinary
HSBC Nominees A/c NZ Superannuation Fund Nominees Limited8,684,285 Ordinary
Substantial Product Holders
Set out below are details of the substantial product holders of the Company as advised by notice to the Company as at 31 January
2021. The number of shares shown below is as advised in the most recent substantial product holder notices given to the Company
and may not be their holding as at 31 January 2021.
Annual Shareholders Meeting
Due to Covid-19 restrictions, the Company’s 2021 Annual Shareholders’ Meeting will be held online (from Nelson) on 16th June 2021.
Shareholders will be given an opportunity at the meeting to ask questions and comment on relevant matters. Notice of Meeting will
be sent to shareholders in advance of the meeting.
Exercise of NZX Disciplinary Powers
NZX Limited did not exercise any of its powers under Listing Rule 5.4.2 in relation to the Company during the seven month period to
31 January 2021.
Donations
Donations made by the Group during the period 1 July 2020 to 31 January 2021 totalled $8,250 (Year to 30 June 2020: $13,802).
Use of Company Information by Directors
No notices were received from Directors pursuant to section 145 of the Companies Act 1993 to use Company information, received in
their capacity as Directors, which would otherwise not have been available to them.
Directors’ Liability
As permitted by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the Company has
indemnified all Directors and arranged Directors’ and Officers’ Liability Insurance which ensures that, to the extent permitted by
law, Directors will incur no monetary loss as a result of actions undertaken as Directors. Certain actions are specifically excluded, for
example, the incurring of penalties and fines, which may be imposed in respect of breaches of the law.
Shareholder Information
As at 31 January 2021 there were 138,985,635 ordinary shares on issue in the Company, each conferring on the registered holder the
right to vote on any resolution at a meeting of shareholders, held as follows:
Size of HoldingNumber of ShareholdersNumber of Shares held%
1 - 4,999 1,678 3,309,159 2.39
5,000 - 9,999 551 3,688,236 2.66
10,000 - 49,999 610 11,535,713 8.33
50,000 - 99,999 48 3,161,451 2.28
100,000 - 499,999 50 10,178,296 7.35
Over 500,000 18 106,660,428 76.99
Name of DirectorNumber of ordinary shares
Beneficial
Number of ordinary shares
Non-Beneficial
John Ryder
(Chair) 2,167,644 -
Jack Porus 372,457 -
Paul Steere 785,325 -
Grant Rosewarne 2,724,058-
Relevant Interests
The table below records the ordinary shares in which Directors had a relevant interest as at 31 January 2021.
Neither Catriona MacLeod, Chiong Yong Tiong nor Lai Po Sing held any relevant interests (beneficial or non-beneficial) as at 31 January 2021.
*Co-joint shareholding entity.
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
7372
DIRECTOR DISCLOSURESDIRECTOR DISCLOSURES
Glossary
ASX
Australian Securities Exchange
CEO
Chief Executive Officer
EBIT
Earnings Before Interest and Tax
EBITDA
Earnings Before Interest, Tax, Depreciation
and Amortisation
FCR
Feed Conversion Ratio
FMCG
Fast moving consumer goods
FOB
Free on Board, a term which means that the price for
goods includes delivery at the seller’s expense on to a vessel
at a named port and no further. The buyer bears all costs
thereafter (including costs of sea freight)
FY
Financial Year
G&G
Gilled and gutted weight
GAAP
New Zealand Generally Accepted Accounting Practice
Group
New Zealand King Salmon Investments Limited
and its subsidiaries
IPO
Initial Public Offering
LTI Scheme
Long term incentive scheme
MT
Metric Tonnes
New Zealand king Salmon
New Zealand King Salmon Investments Limited
NPAT
Net Profit after Tax
NZ IFRS
New Zealand equivalents to International Financial
Reporting Standards
NZX
New Zealand Stock Exchange
Corporate Directory
BOARD OF DIRECTORS
John William Dudley Ryder
Independent Non-Executive Chair
Grantley Bruce Rosewarne
Chief Executive Officer and
Managing Director
Jack Lee Porus
Non-Executive Director
Paul James Steere
Independent Non-Executive Director
Lai Po Sing
Non-Executive Director
Chiong Yong Tiong
Non-Executive Director
Catriona Macleod
Independent Non-Executive Director
Audit and Finance Committee
Paul Steere (Chair)
John Ryder
Jack Porus (Appointed 26 August 2020)
Nomination and Remuneration
Committee
Paul Steere (Chair)
Jack Porus
Health, Safety and Risk Committee
Catriona Macleod (Chair)
Chiong Yong Tiong
BANkERS
The Bank of New Zealand
Deloitte Centre
Level 6, 80 Queen Street
Auckland
New Zealand
AUDITOR
Ernst & Young (EY)
Level 4, 93 Cambridge Terrace
Christchurch
New Zealand
LAWYERS
Chapman Tripp
Level 34, PwC Tower
15 Customs Street
Auckland
New Zealand
Gascoigne Wicks
79 High Street
Blenheim
New Zealand
Duncan Cotterill
197 Bridge Street
Nelson
New Zealand
NEW ZEALAND kING
SALMON INVESTMENTS
LIMITED
Ticker: NZK
Listed on the NZX Main Board and
as a Foreign Exempt Listing on the ASX
NZ company number: 2161790
Registered Office
93 Beatty Street
Annesbrook
Nelson 7011
New Zealand
Postal Address
PO Box 1180
Nelson 7040
New Zealand
Telephone
+64 3 548 5714
Website
www.kingsalmon.co.nz
Investor Relations
investor@kingsalmon.co.nz
SHARE REGISTRY
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna,
Auckland 0622
New Zealand
+64 9 488 8777
enquiry@computershare.co.nz
Computershare Investor
Services Pty Limited
Yarra Fall
452 Johnston Street
Abbotsford VIC 3001
Australia
+61 3 9415 4083
enquiry@computershare.co.nz
ANNUAL REPORT FY21NEW ZEALAND KING SALMON
7574
CORPORATE DIRECTORYGLOSSARY
NEW ZEALAND KING SALMON INVESTMENTS LIMITED
93 Beatty Street, Annesbrook, Nelson 7011
www.kingsalmon.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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