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Green Cross Health Limited 2021 Annual Report

Annual Report24 June 2021GXHHealthcare

20212021
Annual Report

339
doctors

nurses

325

medical centres

45

enrolled patients285,000

62

295

357

pharmacies

1. 8

million

loyalty members

clients

40,000

support workers

2,888

home visits

each year

million

3.8

t

clinical staff including nurses,

occupational therapists & physiotherapists

187

Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand

communities. We are passionate about supporting healthier communities through our network of

pharmacies, medical centres and community health services.

Who we are

Annual Report 2021 |
03

04 Financial summary

06 Company report

08 Company report – Pharmacy division

12 Company report – Medical division

14 Company report – Community Health division

18 Directors’ declaration

19 Independent auditor’s report

23 Group financial statements

28 Notes to the consolidated financial statements

53 Group entities

58 Board of directors

61 Corporate governance

69 Other annual report disclosures

73 Shareholder information

75 Company directory

Contents

04
| GREEN CROSS HEALTH

Financial summary

So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the

financial statements and notes further on in this report.

2021

($’000)

2020

($’000)

We generate revenue from three sources:

Pharmacy retail and dispensary services*316,838 336,449

Community Health services*171,411 155,573

Medical services*82,153 76,509

Our costs to operate are primarily:

Wages and salaries277,293 261,110

Costs of products sold 188,007 195,386

Other costs (marketing, governance, communications etc) 45,558 49,867

Lease expense, depreciation and amortisation25,605 27,719

Impairment** 242 4,672

Revenue and operating costs are consistent year on year. Impairment relates to the write-down of intangibles

assets of $3.3m after a strategic review of internal projects’ performance and goodwill disposals of $1.4m.

After all income and expenses we earned:

Profit before tax28,926 23,641

Tax expense(7,890) (6,689)

Profit after tax 21,036 16,952

Non-controlling interest(4,284) (3,462)

Profit after tax attributable to the Parent shareholders 16,752 13,490

$0m

$5m

$10m

$15m

$20m

2021202020192018

Prot after tax

(attributable to shareholders)

$0m

$5m

$10m

$15m

$20m

2021202020192018

Prot after tax

(attributable to shareholders)

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

-$40m

-$30m

-$20m

-$10m

$0m

$10m

$20m

2021202020192018

Net cash / (debt)

represents cash / cash equivalents less borrowings

**The impairment in 2020 relates to the write-down of intangible assets of $3.3m after a strategic review of internal projects’

*Includes government wage subsidies received of $9.1m within pharmacy retail and dispensary, $0.5m within medical services

performance and goodwill disposals of $1.4m.

and $1.2m within Community Health fees under the New Zealand Government’s wage subsidy scheme available to eligible

businesses impacted by the COVID-19 pandemic.

Annual Report 2021 |
05

2021

($’000)

2020

($’000)

What happened to the profit and where did the cash go?

We started the year with a bank balance of 33,899 16,652

Our profit after tax (and after adjusting for non-cash items) was*26,148 31,330

We bought and sold various businesses(8,230)(3,532)

We bought fixed assets(4,971) (7,264)

We (repaid) / drew down bank borrowings(32,100) 7,355

We paid dividends to our shareholders - (10,039)

We paid dividends to our minority partners(1,475) (2,333)

Our working capital decreased by 24,031 1,730

We ended the year with a bank balance of 37,302 33,899

As at 31 March

2021

($’000)

2020

($’000)

So what is the equity book value?

We have total assets of 364,883 376,610

We have total liabilities of(215,236) (241,891)

So our equity book value is 149,647 134,719

Which represents a net asset value for each share of (cents) 104.54 94.11

$0m

$30m

$60m

$90m

$120m

$150m

2021202020192018

Net assets

$0m

$30m

$60m

$90m

$120m

$150m

2021202020192018

Net assets

0

1

2

3

4

5

6

7

8

2021202020192018

Dividends per share

(cents)

0

1

2

3

4

5

6

7

8

2021202020192018

Dividends per share

(cents)

Financial summary

**The impairment in 2020 relates to the write-down of intangible assets of $3.3m after a strategic review of internal projects’

*Includes government wage subsidies received of $9.1m within pharmacy retail and dispensary, $0.5m within medical services

*Includes repayment of lease principal and interest expense of $19.7m (2020: $19.5m) under NZ IFRS 16.

performance and goodwill disposals of $1.4m.

and $1.2m within Community Health fees under the New Zealand Government’s wage subsidy scheme available to eligible

businesses impacted by the COVID-19 pandemic.

06
| GREEN CROSS HEALTH

Green Cross Health is pleased to report a strong result for the

12 months to 31 March 2021, with reported net profit of $16.8m.

This profit result was in line with last year’s underlying result

1

, despite

difficult trading conditions caused by COVID-19 and the associated

economic downturn. The profit result was driven by growth from the

Medical and Community Health divisions, which more than offset retail

softness in the Pharmacy division.

Company report

1

FY20 underlying result was $17.0m. This is the reported net earnings attributable to shareholders of $13.5m after one-off goodwill disposals of $1.1m

and intangible asset write-downs of $2.4m.

Over the year, we have been able to reshape the business while staying true to the Green Cross Health promise

of trusted care and advice. Profitability has held up in the face of increased competition and COVID-19 impacts,

and with significant improvement in working capital management, the Group is well positioned for future

investment opportunities.

Annual Report 2021 |
07

Results summary

• Operating Revenue of $570.4m

2

(+0.3%)

• Operating Profit of $35.1m (+13.3%)

• Net Profit after Tax Attributable to Shareholders of the Parent of $16.8m (+24.2%)

• Pharmacy Operating Revenue down 5.8% to $316.8m. Operating Profit down

4.2% to $24.1m, primarily due to the impact of COVID-19 with the reduced

ability of customers to shop in-store during the various alert levels during the year

• Medical Operating Revenue up strongly 7.4% to $82.2m. Operating Profit up

41.2% to $9.3m reflecting both organic growth and growth from acquisitions

• Community Health Operating Revenue up 10.2% to $171.4m. An Operating

Profit increase of $2.5m to $3.7m resulted from the strategy of supporting

clients with higher clinical needs, ongoing service improvement and improving

profitability of contracts

• Net Cash of $12.9m (increase of $35.5m).

2

Operating Revenue includes $10.8m of wage subsidy received, with the majority relating to individual

pharmacies within the portfolio. In line with the objective and criteria of the scheme, pharmacies were able

to retain staff during the wage subsidy period, with all amounts passed on to employees.

$0m

$5m

$10m

$15m

$20m

$25m

$30m

$35m

$40m

20212020**20192018

Group operating prot

before interest and tax

$0m

$100m

$200m

$300m

$400m

$500m

$600m

2021*202020192018

Group operating revenue

Company report

*2021 impacted by Wage Subsidy of +$10.8m included in Group

revenue, with all amounts passed on to employees

**2020 impacted by goodwill disposals of -$1.4m and intangible

write-downs of -$3.3m (before tax)

08
| GREEN CROSS HEALTH

Pharmacy division

Unichem and Life Pharmacy division

Of our nationwide network of 357 pharmacies, as

at 31 March 2021 we held an investment interest

in 88. The two new Karori pharmacies acquired in

February 2020 traded for the full period, and we

acquired investment interests in three pharmacies

in Cambridge at the end of the period. In line with

our focus on optimising our pharmacy portfolio,

we closed three pharmacies during the year. This

optimisation strategy will continue into the next

period, both in terms of closures where we are

unable to align operating costs, and strategic

acquisition opportunities.

Pharmacy Operating Revenue declined by 5.8% in

the year primarily due to the impact of COVID-19

and the reduced ability of customers to shop in-store

during the various COVID-19 alert levels. While our

pharmacies were open, this was often with building

access restrictions and customer demand for retail

products was limited, particularly given a much

reduced cold and flu season as New Zealanders

stayed home to prevent the potential spread of

COVID-19. Operating Profit for the Pharmacy division

declined 4.2% to $24.1m.

Same store retail revenue was down 18% year-on-

year due to compressed retail spending, particularly in

shopping malls, Auckland CBD and Wellington CBD

stores, which typically represent 70% of retail revenue.

Dispensary revenue was more resilient, finishing in

line with last year, supported by temporary changes

to repeat dispensing rules which increased repeat

dispensing volumes. The number of flu vaccinations

delivered by our pharmacies more than doubled

year-on-year as our team improvised under the

various alert level settings, including administering

vaccines via drive-throughs to maximise social

distancing and prioritise the health and safety of our

staff and our customers. In addition, our automated

prescription reminder service experienced significant

growth and now supports the medicines adherence

of over 600,000 patients.

During the year, we enhanced our ability to interact

with our now 1.8 million Living Rewards loyalty

members, introducing a tool to track customer spend

patterns and trigger automated offers, encouraging

ongoing spend. In line with increasing healthcare

service offerings in our pharmacies, we launched a

pharmacy services booking tool on both our Unichem

and Life Pharmacy websites to improve accessibility,

offering convenience and certainty for customers.

We actively represent our pharmacies as a lead

Sector Representative in various negotiations with

funders. We have raised concerns about ongoing

pharmacist workforce sustainability, wage cost

pressures and relativity, along with the inadequacy of

Government funding for vital patient services.

1.8

million

loyalty members

357

stores

Throughout the COVID-19 lockdowns, our Pharmacy

division played a critical role as an essential service

in the 357 local communities in which we operate.

Against this challenge and uncertainty, our same

store script numbers grew year-on-year, the number

of flu vaccinations administered by our pharmacies

more than doubled, and we increased our digital

capability with our Living Rewards membership

growing to 1.8 million members.

Annual Report 2021 |
09

Company report – Pharmacy division

We continue to call on the Government to remove

the $5 prescription co-payment tax, particularly in

relation to its equity of access healthcare policies,

improving health outcomes of New Zealanders as

well as supporting the financial sustainability of the

Community Pharmacy sector.

We are encouraged by the Government’s recent

announcements regarding proposed health

reforms, especially the increased emphasis on

primary healthcare funding and the expanded role

pharmacists can play in supporting the health of

their communities.

Highlights

• Same store script numbers up 4.1%, supported by temporary changes to repeat dispensing rules

• Year-on-year growth with Living Rewards loyalty programme now at 1.8 million members

• Automated script reminder service now with over 600,000 patients, increasing opportunities for customer

engagement and supporting patients with medicines adherence

• Three stores acquired March 2021 in Cambridge, plus opening of new concept flagship Life Pharmacy

Commercial Bay in the Auckland CBD.

Company report – Pharmacy division

10
| GREEN CROSS HEALTH

$0m

$5m

$10m

$15m

$20m

$25m

$30m

2021*2020*20192018

Pharmacy operating prot

before interest and tax

$0m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

2021202020192018

Pharmacy operating revenue

*An objective review of costs has been carried out which has

resulted in a change in the way some costs are allocated between

divisions. 2021 contains an adjustment of +$2.6m and 2020

contains an adjustment of +$2.7m

Future focus

• Evolve retail offering to changing consumer behaviour

post COVID-19

• Right-size labour and occupancy costs by store

• Optimise equity store network, along with leveraging

our national footprint and trusted Unichem and Life

Pharmacy brands

• Strengthen digital capability around 1.8m Living Rewards

database and grow our e-commerce offerings

• Advocate for the sustainability of community pharmacies

and for accessibility and equity of access for all

New Zealanders

• Contribute to the design of New Zealand’s health system

reforms and support New Zealand’s COVID-19 response.

Pharmacy division

(continued)

Annual Report 2021 |
11

12
| GREEN CROSS HEALTH

During the year the Medical division grew both

revenue and profitability. Our footprint increased to

45 medical centres, with our previous acquisitions

integrating well into the division. The challenging

conditions of COVID-19 saw the division accelerate its

investment in digital technology, building capability to

interact with and support our patients using a variety

of channels.

Medical division

The Doctors

6.7%

increase in

enrolled patients


to 285,000

45

medical centres

The Medical division achieved year-on-year growth in revenue and profitability,

investing to drive patient growth both organically and through acquisitions.

Medical Operating Revenue grew 7.4% to $82.2m, with Operating Profit up

41.2%, from $6.6m to $9.3m. Organic growth comprised $2.1m of the $2.7m

increase in Operating Profit.

Acquisitions in recent years have now fully integrated into the division and are

performing well. Throughout the year, Gabriel Medical (Auckland), Tui Medical

Centre (Whangarei) and Richmond Health Centre (Nelson-Richmond) were

acquired, increasing the portfolio to 45 centres. Enrolled patients as at 31 March

2021 totalled 285,000, an increase of 18,000 (+6.7%) since 31 March 2020.

Operationally, COVID-19 had a significant impact on acute patient presentations,

particularly in urgent care and walk-in settings. In some areas this was mitigated

by COVID-19 swabbing activity. Due to operational restrictions and evolving patient

preferences driven by COVID-19 lockdowns, increasing focus has been placed on

enhanced digital capabilities, including the launch of an in-house end-to-end video

consultation platform (housecall.co.nz). Further development of medical centre-level

digital capabilities to enhance patient access will remain a priority.

Clinically, the focus has been managing the COVID-19 pandemic to keep our

staff and patients safe, responding swiftly to community outbreaks and alert level

changes and providing testing support at a number of centres. We have rolled out

a new clinical, health and safety incident tool across the network, providing centres

with a real-time incident and feedback management process and trend identification

to enable a targeted approach to quality improvement.

Whilst managing the short-term complexities and opportunities from COVID-19

is important, the underlying strategy remains to grow revenue organically,

further reduce the operating cost per patient and target compelling acquisition

opportunities, whilst delivering high-quality medical services. We are working closely

with the Ministry of Health to ensure improved equity of access and we welcome

the Government’s health reform announcements, which should see providers

working more closely with central funders to address access and equity issues.

Annual Report 2021 |
13

$0m

$2m

$4m

$6m

$8m

$10m

2021*2020*20192018

Medical operating prot

before interest and tax

$0m

$20m

$40m

$60m

$80m

$100m

2021202020192018

Medical operating revenue

Company report – Medical division

Future focus

• Continue to build The Doctors brand

• Network and patient number growth through targeted acquisitions and

organic revenue growth

• Improve utilisation via systematic triaging of patients

• Deploy digital technology to increase efficiency and enhance delivery of

high quality patient care

• Work closely with funders to ensure equitable access for all

New Zealanders

• Support New Zealand’s COVID-19 response and contribute to the design

of New Zealand’s health system reforms.

Highlights

• Medical division operating profit up 41.2% to $9.3m

• Operating Profit margin increased from 8.6% to 11.3%

• Enrolled patients grew from 267,000 to 285,000

• Ownership of 45 Medical Centres following acquisition of three

medical practices.

*An objective review of costs has been carried out which has

resulted in a change in the way some costs are allocated between

divisions. 2021 contains an adjustment of -$1.4m and 2020

contains an adjustment of -$1.4m

14
| GREEN CROSS HEALTH

The Community Health division again delivered

year-on-year growth in profitability. Our focus

on the higher clinical needs segment, along with

investment in technology has delivered results.

We continue to develop our people, processes

and systems to enhance patient care.

The Community Health division’s Operating Profit of $3.7m was a healthy increase

of $2.5m versus the comparative period, reflecting the success of the strategy of

supporting clients with higher clinical needs, ongoing service improvement and

improving profitability of contracts. In addition, cost efficiencies have resulted from

the investment in people, technology and systems, with cost containment and re-

sizing of business operations key, due to ongoing funding constraints.

Despite the improved performance, the Operating Profit margin for the division

remains low at 2.2%, exposing the division to adverse changes to ongoing wage

pressures, costs associated with increased complexity of care and significant

administrative costs. We are advocating for support from all funders to ensure the

ongoing viability of the sector.

The ACC business segment continued to deliver growth, with the focus to

support clients with complex care needs, providing 24/7 care where required and

supporting a holistic approach to rehabilitation and enhanced quality care.

The division’s specialist nursing care business, Total Care Health focused on

strengthening our presence whilst expanding into new segments of care, driving

enhanced clinical outcomes and supporting convenient client access.

Our investment in digital technology across the division to both improve client

service and reduce operational costs continued. During the COVID-19 lockdown

we introduced functionality to enable our nursing team to provide care and

support through telehealth options. In year we enhanced our nurse visit technology

with a more user-friendly interface and we added further critical information to

our Access Virtual Assistant app to support client care. Delivering back-office

efficiencies remained a focus, with a number of automation projects implemented

around invoicing and data management.

The value of the Home and Community Support sector was highlighted

throughout the COVID-19 lockdowns. Access Community Health’s team of over

3,000 provided care and support to our most vulnerable clients within their homes

during a time of heightened anxiety and risk to both our team and clients, where

our support workers were often the only people our clients came into contact with

throughout this time.

We are pleased to see the intent of the April 2021 Health Reform

announcement, particularly its emphasis on equity of access regardless of

where you live and highlighting the need for the Government to ensure a

sustainable Home and Community Support service looking after the most

vulnerable people within our community.

Community Health division

Access Community Health and Total Care Health

40,000

clients

3.8

million

home visits

Annual Report 2021 |
15

16
| GREEN CROSS HEALTH

Community Health division

(continued)

Highlights

• Operating Profit increased $2.5m to $3.7m

• Growth through higher clinical needs segment

• Expansion of Total Care Health in existing regions.

Future focus

• Ongoing focus on higher clinical needs segments

• Systems development to support operational efficiencies

• Harness digital technology to enhance workforce efficiency and

client outcomes

• Expand geographic coverage of Total Care Health business

• Ongoing advocacy for sector sustainability

• Support New Zealand’s COVID-19 response and contribute to

the design of New Zealand’s health system reforms.

TBC

$0m

$1m

$2m

$3m

$4m

2021*2020*20192018

Community Health operating prot

before interest and tax

$0m

$50m

$100m

$150m

$200m

2021202020192018

Community Health operating revenue

*An objective review of costs has been carried out which has

resulted in a change in the way some costs are allocated between

divisions. 2021 contains an adjustment of -$1.2m and 2020

contains an adjustment of -$1.3m

Annual Report 2021 |
17

Green Cross Health Future focus

Whilst the Board accepts there is still some uncertainty ahead, it is pleased with how the Company has weathered

the COVID-19 uncertainties, producing both a solid profit and performing an important primary healthcare role for the

community in the most trying of times.

Green Cross Health is committed to meeting patient and customer expectations, providing all New Zealanders

accessible, quality primary healthcare. As part of this commitment, we are advocating for the removal of the

prescription co-payment Government tax and are expectant that the implementation of the New Zealand Health

& Disability System Reforms will see the improved accessibility and affordability of primary healthcare for New

Zealand communities.

The Company also continues to engage with District Health Boards and the Ministry of Health, highlighting our ability

and willingness to play an increased role in the COVID-19 vaccine programme as it extends to all New Zealanders.

The Board has decided not to declare a final FY21 dividend in order to preserve cash to assist the Company with

accelerating its acquisition activities.

Thank you to our team

As an essential service, we remained open over the lockdown periods to deliver vital primary healthcare during the

pandemic and we are extremely grateful to every member of the Green Cross Health team for playing their part in

supporting the health of New Zealand communities.

Company report

18
| GREEN CROSS HEALTH

For the year ended 31 March 2021

In the opinion of the Directors of Green Cross Health Limited, the financial

statements and notes, on pages 23 to 51:

• Comply with New Zealand generally accepted accounting practice

and give a true and fair view of the financial position of the Green

Cross Health Limited Group as at 31 March 2021 and the results of its

operations and cash flows for the year ended on that date.

• Have been prepared using appropriate accounting policies, which have

been consistently applied and supported by reasonable judgements

and estimates.

The Directors believe that proper accounting records have been kept which

enable, with reasonable accuracy, the determination of the financial position

of the Group and facilitate compliance of the financial statements with the

Financial Reporting Act 2013.

The Directors consider that they have taken adequate steps to safeguard

the assets of the Group, and to prevent and detect fraud and other

irregularities. Internal control procedures are also considered to be sufficient

to provide a reasonable assurance as to the integrity and reliability of the

financial statements.

The Directors are pleased to present the financial statements of Green Cross

Health Limited for the year ended 31 March 2021.

For and on behalf of the Board of Directors:

Kim Ellis

Chair

27 May 2021

Carolyn Steele

Director

27 May 2021

Directors’ declaration

Annual Report 2021 |
19

Independent

auditor’s report

To the shareholders of Green Cross Health Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated financial statements of Green Cross

Health Limited (the Company) and its subsidiaries (the Group) on pages 23 to 51:

i. Present fairly in all material respects the Group’s financial position as at 31 March

2021 and its financial performance and cash flows for the year ended on that

date; and

ii. Comply with New Zealand Equivalents to International Financial Reporting

Standards and International Financial Reporting Standards.

We have audited the accompanying consolidated financial statements

which comprise:

• The consolidated statement of financial position as at 31 March 2021;

• The consolidated statements of comprehensive income, changes in equity and

cash flows for the year then ended; and

• Notes, including a summary of significant accounting policies and other

explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing

(New Zealand) (‘ISAs (NZ)’). We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical

Standard 1 International Code of Ethics for Assurance Practitioners (Including

International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards

Board for Accountants’ International Code of Ethics for Professional Accountants

(including International Independence Standards) (‘IESBA Code’), and we have

fulfilled our other ethical responsibilities in accordance with these requirements and

the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s

responsibilities for the audit of the consolidated financial statements section of

our report.

Our firm has also provided other services to the Group in relation to tax

compliance services. Subject to certain restrictions, partners and employees of

our firm may also deal with the Group on normal terms within the ordinary course

of trading activities of the business of the Group. These matters have not impaired

our independence as auditor of the Group. The firm has no other relationship with,

or interest in, the Group.

20
| GREEN CROSS HEALTH

Materiality

The scope of our audit was influenced by our application of materiality. Materiality

helped us to determine the nature, timing and extent of our audit procedures and

to evaluate the effect of misstatements, both individually and on the consolidated

financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $1.4 million determined with reference to a

benchmark of Group profit before tax. We chose the benchmark because, in our

view, this is a key measure of the Group’s performance.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were

of most significance in our audit of the consolidated financial statements in

the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body

may better understand the process by which we arrived at our audit opinion. Our

procedures were undertaken in the context of and solely for the purpose of our

statutory audit opinion on the consolidated financial statements as a whole and

we do not express discrete opinions on separate elements of the consolidated

financial statements.

The key audit matter: Impairment of goodwill ($136.0 million)

Refer to note 13 of the consolidated financial statements.

The Group has grown significantly through acquisitions in its Pharmacy, Medical

and Community Health business units which has resulted in the recognition of

goodwill in the amount of $76.9 million, $40.1 million and $19.0 million, respectively.

In the event the business units under‐perform compared to their business cases,

there is a risk that the goodwill arising on acquisition may no longer be supported.

As disclosed in note 13, the Group performs an annual impairment test of goodwill

and uses a discounted cash flow model to determine the recoverable amount of

its business units to which goodwill has been allocated.

In performing this assessment, assumptions are made in respect of future economic

and market conditions, including the impact of COVID‐19. Cashflow forecasts

include consideration of the Group’s strategic business plan for each business unit

and their impact on forecast sales and operating costs. Additionally, management

determined terminal growth rates and discount rates which reflect an assessment of

the time value of money and the risks specific to each business unit.

The annual impairment test performed by the Group was significant to our audit

due to the magnitude of the goodwill balance and because the assessment

process involved judgment about the future performance of the business units.

Independent

auditor’s report

(continued)

Annual Report 2021 |
21

How the matter was addressed in our audit

Our audit procedures included:

• Ensuring the allocation of goodwill to the Group’s business units is appropriate;

• Evaluating the methodology, mathematical accuracy and assumptions applied

in the discounted cash flow models. We used our own valuation specialists to

assist us with the consideration of terminal growth and discount rates;

• Challenging management’s cash flow assumptions over projected cash

flows taking into consideration COVID‐19, and the expected impact of the

Group’s business plans for each business unit by reference to their historical

performance and the internal and external factors that influence their operations;

• Performing sensitivity analysis around the key assumptions used in the models;

• Reviewing the appropriateness of related disclosures in the consolidated

financial statements.

We found the judgements and assumptions used in the assessment of goodwill

impairment to be balanced.

Other information

The Directors, on behalf of the Group, are responsible for the other information

included in the entity’s Annual Report. Other information includes the Directors

Declaration and the other information included in the Annual Report. Our opinion

on the consolidated financial statements does not cover any other information and

we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our

responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a

material misstatement of this other information, we are required to report that fact.

We have received the Directors Declaration and have nothing to report in regards

to it. The other information included in the Annual Report is expected to be made

available to us after the date of this Independent Auditor’s Report and we will

report the matters identified, if any, to the Directors.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our

audit work has been undertaken so that we might state to the shareholders those

matters we are required to state to them in the independent auditor’s report and

for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the shareholders as a body for our audit

work, this independent auditor’s report, or any of the opinions we have formed.

22
| GREEN CROSS HEALTH

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the Company, are responsible for:

• The preparation and fair presentation of the consolidated financial statements

in accordance with generally accepted accounting practice in New Zealand

(being New Zealand Equivalents to International Financial Reporting Standards)

and International Financial Reporting Standards;

• Implementing necessary internal control to enable the preparation of a

consolidated set of financial statements that is fairly presented and free from

material misstatement, whether due to fraud or error; and

• Assessing the ability to continue as a going concern. This includes disclosing,

as applicable, matters related to going concern and using the going concern

basis of accounting unless they either intend to liquidate or to cease

operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objective is:

• To obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to

fraud or error; and

• To issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs NZ will always detect a material misstatement

when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial

statements is located at the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards‐for‐assurance‐practitioners/auditors‐responsibilities/

audit‐report‐1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is

Aaron Woolsey.

For and on behalf of

KPMG

Auckland

27 May 2021

Independent

auditor’s report

(continued)

Annual Report 2021 |
23

24 Consolidated statement of comprehensive income

25 Consolidated statement of changes in equity

26 Consolidated statement of financial position

27 Consolidated statement of cash flows

28 Notes to the consolidated financial statements

Group financial statements

24
| GREEN CROSS HEALTH

Consolidated statement

of comprehensive income

For the year ended 31 March 2021

Note2021

$’000

2020

$’000

Operating revenue4570,402568,531

Operating expenditure6.2(513,065)(509,889)

Depreciation and amortisation expense11,13(8,060)(8,565)

Depreciation - leases12(15,338) (15,629)

Impairment13(242) (4,672)

Share of equity accounted net earnings151,4051,216

Operating profit before interest and tax35,102 30,992

Interest income84114

Interest expense(1,094)(1,787)

Interest expense - leases(5,166)(5,678)

Net interest expense(6,176)(7,351)

Profit before tax28,926 23,641

Income tax expense7(7,890)(6,689)

Profit after tax for the year21,03616,952

Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year21,03616,952

Attributable to:

Shareholders of the Parent 16,75213,490

Non-controlling interest4,2843,462

21,036 16,952

Earnings per share:

Basic earnings per share (cents)811.70 9.42

Diluted earnings per share (cents)811.69 9.41

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the

Financial Statements.

Annual Report 2021 |
25

Consolidated statement

of changes in equity

For the year ended 31 March 2021

NoteShare

capital

$’000

Retained

earnings

$’000

Non-

controlling

interest

$’000

Total

equity

$’000

Balance as at 1 April 201990,61033,8429,489133,941

Impact on application of IFRS16 - net of tax(2,167)(419)(2,586)

Balance as at 1 April 2019 (restated)90,61031,6759,070131,355

Profit or loss for the year13,4903,46216,952

Total comprehensive income for the year13,490 3,462 16,952

Dividends to shareholders9(10,039)-(10,039)

Distribution to non-controlling interests-(2,333)(2,333)

Impact of other transactions with non-controlling interest(1,324)108 (1,216)

Balance as at 31 March 202090,610 33,802 10,307 134,719

Balance as at 1 April 202090,610 33,802 10,307 134,719

Profit or loss for the year16,7524,284 21,036

Total comprehensive income for the year16,752 4,28421,036

Dividends to shareholders9---

Distribution to non-controlling interests-(7,309)(7,309)

Impact of other transactions with non-controlling interest311,170 1,201

Balance as at 31 March 202190,61050,5858,452149,647

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the

Financial Statements.

Group financial statements

26
| GREEN CROSS HEALTH

Consolidated statement

of financial position

As at 31 March 2021

ASSETSNote2021

$’000

2020

$’000

Current assets

Cash and cash equivalents37,302 33,899

Trade and other receivables1038,933 43,107

Inventories30,388 34,720

Income taxes refundable101,831-

Total current assets108,454 111,726

Non-current assets

Property, plant and equipment1119,517 22,227

Right-of-use assets1276,355 86,090

Intangible assets13140,815 133,524

Deferred tax asset1412,018 16,055

Investments accounted for using the equity method157,724 6,988

Total non-current assets256,429 264,884

Total assets364,883376,610

LIABILITIES

Current liabilities

Trade payables and accruals16106,177 90,652

Income taxes payable16- 1,186

Borrowings172,035 3,359

Lease liabilities1213,570 13,705

Total current liabilities121,782 108,902

Non-current liabilities

Borrowings1722,338 53,114

Lease liabilities1271,116 79,875

Total non-current liabilities93,454 132,989

Total liabilities215,236 241,891

Net assets149,647134,719

EQUITY

Share capital90,61090,610

Retained earnings50,585 33,802

Total equity attributable to shareholders of the Parent141,195124,412

Non-controlling interest8,452 10,307

Total equity149,647 134,719

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the

Financial Statements.

Annual Report 2021 |
27

Consolidated statement

of cash flows

For the year ended 31 March 2021

Note2021

$’000

2020

$’000

Cash flows from operating activities

Dividend received15797 653

Receipts from customers574,576 561,500

Interest received84 114

Payments to suppliers and employees(497,800)(498,508)

Income taxes paid(6,720)(9,456)

Net cash inflow from operating activities1870,937 54,303

Cash flows from investing activities

Purchase of property, plant, equipment and software intangibles(4,971)(7,264)

Acquisition of interests in equity accounted investments(128)(26)

Acquisition of interests in subsidiaries and non-controlling interests5(7,980)(3,546)

Net cash outflow from investing activities(13,079)(10,836)

Cash flows from financing activities

Proceeds from borrowings2,712 19,299

Repayment of borrowings(34,812)(11,944)

Payment of lease liabilities(14,498)(13,778)

Interest expense(1,094)(1,787)

Interest expense - leases(5,166)(5,678)

Dividends to non-controlling interest(1,475)(2,333)

Dividend paid-(10,039)

Net cash outflow from financing activities(54,333)(26,260)

Net increase in cash and cash equivalents3,525 17,207

Cash and cash equivalents at the beginning of the financial year33,89916,652

Cash acquired: business combinations5(122)40

Cash and cash equivalents at end of year37,30233,899

Reconciliation of closing cash and cash equivalents to the consolidated statement of

financial position:

Cash and cash equivalents37,30233,899

Closing cash and cash equivalents37,30233,899

Group financial statements

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the

Financial Statements.

28
| GREEN CROSS HEALTH

Notes to the consolidated

financial statements

For the year ended 31 March 2021

1. Reporting entity

Green Cross Health Limited (the “Parent” or

the “Company”) is a New Zealand company

registered under the Companies Act 1993

and is an FMC entity for the purposes of the

Financial Reporting Act 2013 and the Financial

Markets Conduct Act 2013. The Financial

Statements have been prepared in accordance

with these Acts. The Company is listed on the

NZX Main Board (“NZX”).

The consolidated financial statements of Green

Cross Health Limited comprise the Parent, its

subsidiaries, and its interest in associates and joint

ventures (together referred to as the “Group”).

2. Basis of preparation of

financial statements

(a) Statement of compliance

The financial statements have been prepared

in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”).

They comply with New Zealand equivalents

to International Financial Reporting Standards

(“NZ IFRS”), and other applicable Financial

Reporting Standards, and authoritative notices

as appropriate for a Tier one for profit entity.

They also comply with International Financial

Reporting Standards.

The financial statements were approved by the

Board of Directors on 27 May 2021.

(b) Basis of measurement

The financial statements of the Group are

prepared under the historical cost basis unless

otherwise noted within the specific accounting

policies below.

(c) Changes in accounting policies

The Group has consistently applied the following

accounting policies to all periods presented in

these consolidated financial statements, except

as mentioned below.

The Group has early adopted COVID-19

Related Rent Concessions - Amendments

to IFRS 16 issued on 28 May 2020. The

amendment introduces an optional practical

expedient for leases in which the Group is

a lessee - i.e. for leases to which the Group

applies the practical expedient, the Group is

not required to assess whether eligible rent

concessions that are a direct consequence

of the COVID-19 pandemic are lease

modifications. The Group has applied the

amendment retrospectively. The amendment

has no impact on retained earnings as at

1 April 2020.

The Group negotiated rent concessions with

its landlords for the majority of its property

leases as a result of the severe impacts of

the COVID-19 pandemic during the period.

The Group applied the practical expedient for

COVID-19 related rent concessions consistently

to eligible rent concessions relating to its

property leases.

The amount credited to the consolidated

statement of comprehensive income for the

reporting period to reflect changes in lease

payments arising from rent concessions to

which the Group has applied the practical

expedient is $1.2m (2020: nil)

(d) Comparatives

Where appropriate, comparative information

has been reclassified to conform to the current

period’s presentation.

(e) Functional and presentation currency

These financial statements are presented in

New Zealand dollars ($), which is the functional

currency of the entities of the Group. All financial

information presented in New Zealand dollars

has been rounded to the nearest thousand.

(f) Significant estimates and judgments

The preparation of financial statements

in conformity with NZ IFRS requires the

Directors to make judgments, estimates and

assumptions that affect the application of

policies and reported amounts of assets,

liabilities, income and expenses. The estimates

and associated assumptions are based on

historical experience and various other factors

Annual Report 2021 |
29

that are believed to be reasonable under the

circumstances, the results of which form the

basis for making judgments about carrying

values of some assets and liabilities. Actual

results may differ from these estimates.

In authorising the financial statements for the

year ended 31 March 2021, the Directors have

ensured that the specific accounting policies

necessary for the proper understanding of

the financial statements have been disclosed,

and that all accounting policies adopted are

appropriate for the Group’s circumstances and

have been consistently applied throughout the

year for all Group entities for the purposes of

preparing the consolidated financial statements.

The estimates and underlying assumptions

are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in

the period in which the estimate is revised if

the revision affects only that period, or in the

period of revision and future periods if the

revision affects both current and future periods.

Information about the significant areas of

judgment exercised or estimation in applying

accounting policies that have had a significant

impact on the amounts recognised in the

financial statements are described as follows:

(i) Classification of investments

Classifying investments as either subsidiaries,

associates or joint ventures requires the

Directors to assess the degree of influence

which the Group holds over the invested. In

arriving at a conclusion the Directors take into

account the constitutional structure of the

invested, governance arrangements, current

and future representation on the Board of

Directors, and all other arrangements which

might allow influence over the operating and

financial policies of the invested.

(ii) Impairment of goodwill and indefinite life

intangible assets

The carrying values of goodwill and intangible

assets with an indefinite useful life, are

assessed at least annually to ensure that they

are not impaired. This assessment requires

the Directors to estimate future cash flows

to be generated by cash generating units to

which goodwill and intangible assets with

indefinite useful lives have been allocated.

Estimating future cash flows entails making

judgments including the expected rate of

growth of revenues and expenses, margins

and market shares to be achieved, and the

appropriate rate to apply when discounting

future cash flows. Note 13 of these financial

statements provides more information on the

assumptions the Directors have made in this

area and the carrying values of goodwill and

indefinite life intangible assets. As the outcomes

in the next financial period may be different to

the assumptions made, it is impracticable to

predict the impact that could result in a material

adjustment to the carrying amount.

(iii) Accounting for leases under NZ IFRS 16

In determining the right of use assets and lease

liabilities a number of estimates and judgments

have been made by management. These

include determining the applicable incremental

borrowing rates and assessment of the lease

terms, including any rights of renewal and

whether it is reasonably certain they will be

exercised. See note 12.

(iv) COVID-19 pandemic

On 11 March 2020 the World Health

Organisation declared a global pandemic as a

result of the outbreak and spread of COVID-19.

Following this, on Wednesday 25 March 2020

the New Zealand Government raised its Alert

Level to 4 (full lockdown of non-essential

services) for an initial 4 week period. A number

of the Group’s pharmacies, medical centres and

its homecare operations continued to operate

in a reduced capacity during level 4 due to

the essential nature of their activities and the

service they provide to the community.

The Board note the high level of business

uncertainty that continues to exist in relation

to the impacts of the COVID-19 pandemic

including the possibility of business disruption,

erosion of consumer spending and further

government-imposed lockdowns. There are no

provisions in these statements for the financial

impacts of COVID-19.

Notes to the consolidated financial statements

30
| GREEN CROSS HEALTH

2. Basis of preparation of

financial statements

(continued)

(g) Subsidiaries

Subsidiaries are entities that are controlled by

the Group. Control exists when the Group is

exposed to, or has rights to, variable returns

from its involvement in the investee and has the

ability to affect those returns through its power

over the investee. Power arises when the Group

has existing rights to direct the relevant activities

of the investee, i.e. those that significantly affect

the investee’s returns. Control is assessed on a

continuous basis.

The Group consolidates the results of its

subsidiaries from the date that control

commences until the date on which control

ceases. At such point as control ceases, it

derecognises the assets, liabilities and any

related non-controlling interests and other

components of equity. Any interest retained in

the former subsidiary is measured at fair value

when control is lost.

The Group’s ownership interests in subsidiaries

ranges from 25% to 100% (2020: 25% to

100%). The Group consolidates 30 out of 42

entities where it holds less than half of the

voting rights. This is on the basis that the

Group’s contractual arrangements with these

entities result in them meeting the definition of

being subsidiaries as set out above.

(h) Non-controlling interests

Non-controlling interests are present ownership

interests and are initially measured at either

fair value or the non-controlling interests’

proportionate share of the acquiree’s identifiable

net assets. The choice of measurement basis

is determined on a transaction-by-transaction

basis. Under the proportionate interest method,

goodwill is not attributed to the non-controlling

interest and the Group recognises only its share

of goodwill whereas under fair value, the non-

controlling interest includes its proportionate

share of goodwill.

Changes in the Group’s interest in a subsidiary

that do not result in a change in the control

conclusion are accounted for as transactions

with equity holders in their capacity as

equity holders.

While the group has 45 (2020: 44) subsidiaries

with non-controlling interests, there are no

subsidiaries with individually material

non-controlling interest.

(i) Transactions eliminated on consolidation

Intra-group balances, and any unrealised

income and expenses arising from intra-group

transactions, are eliminated in preparing the

consolidated financial statements. Unrealised

gains arising from transactions with equity

accounted investees are eliminated against the

investment to the extent of the Group’s interest in

the investee. Unrealised losses are eliminated in

the same way as unrealised gains, but only to the

extent that there is no evidence of impairment.

(j) Goods and services tax (GST)

The statement of comprehensive income

has been stated so that all components are

exclusive of GST. All items in the statement of

financial position are stated net of GST with the

exception of receivables and payables, which

include GST invoiced.

(k) Statement of cash flows

The statement of cash flows has been prepared

using the direct method subject to the netting of

certain cash flows.

Cash flows in respect of investments and

borrowings that have been rolled-over under

arranged banking facilities have been netted in

order to provide meaningful disclosures.

Cash and cash equivalents comprise cash

balances and call deposits. Bank overdrafts

that are repayable on demand and form an

integral part of the Group’s cash management

are included as a component of cash and cash

equivalents for the purpose of the statement of

cash flows.

Annual Report 2021 |
31

Operating activities include all cash received

from all revenue sources and all cash

disbursed for all expenditure sources including

taxation refunds or payments and other

transactions that are not classified as investing

or financing activities.

Investing activities reflect the acquisition and

disposal of property, plant and equipment

and intangibles, loans to associates, and

investments in associates, subsidiaries and

joint ventures.

Financing activities reflect changes in

borrowings and equity.

(l) Inventory

Inventories are measured at the lower of cost

and net realisable value. The cost of inventories

is based on a weighted average principle, and

includes expenditure incurred in acquiring the

inventories, production or conversion costs and

other costs incurred in bringing them to their

existing location and condition.

(m) Government grants

Grants that compensate the Group for

expenses incurred are recognised in profit

and loss as other income on a systematic

basis in the periods in which the expenses

are recognised.

3. New standards and

interpretations issued and

not yet effective

A number of new standards, amendments

to standards and interpretations are not yet

effective for the year ended 31 March 2021.

These have been assessed for applicability to

the Group and the Directors have concluded

that they will not have a significant impact

on future financial statements, except for

amendment to NZ IAS 1 Classification of

Liabilities was early adopted by the Group in

the prior year.

4. Segment reporting

The Group has three reportable segments:

pharmacy services, medical services and

community health. The pharmacy services

segment provides retail and dispensary

services, the medical services segment

provides GP, nursing and urgent care services

and the community health segment provides in

home and community care.

The Group’s main operations are in the

pharmacy industry providing pharmacy

services through consolidated stores, equity

accounted investments and franchise stores.

The medical services segment includes

fully owned and equity accounted medical

centres, and support services provided to

these medical centres, as well as medical

centres outside the Group. The community

health segment provides services direct to the

community to support independent living.

The Board monitors the various revenue

streams within each reportable segment

separately however, they do not meet the

criteria for separate disclosure due to

the following:

• Aggregation of the operating segments

within each reportable segment is

consistent with the core principle of NZ

IFRS 8, i.e. aggregating will not distort the

interpretation of the financial statements for

the users;

• The operating segments within each

reportable segment share the same

economic characteristics; and

• The nature of the products and services,

and the nature of the regulatory environment

are the same for the operating segments.

Notes to the consolidated financial statements

32
| GREEN CROSS HEALTH

4. Segment reporting (continued)

Operating segments

Information about reportable segments

March 2021NotePharmacy

Services

$’000

Medical

Services

$’000

Community

Health

$’000

Corporate

$’000

Total

$’000

External revenues6.1307,743 81,687 170,181 - 559,611

Other income*9,0954661,230-10,791

Total revenue316,838 82,153 171,411 - 570,402

Cost of products sold(188,007)- - - (188,007)

Employee benefit expense**(59,233)(58,779)(159,281)-(277,293)

Lease expenses(2,004)(143)(60)- (2,207)

Other expenses**(26,825)(10,943)(5,706)(2,084)(45,558)

Depreciation and amortisation(6,233)(1,042)(785)- (8,060)

Depreciation - leases(10,507)(3,015)(1,816)- (15,338)

Impairment(197)-(45)- (242)

Share of equity accounted net

earnings314 1,091 - - 1,405

Segment Profit24,146 9,322 3,718 (2,084)35,102

Interest income84

Interest expense(1,094)

Interest expense - leases(5,166)

Profit before tax28,926

Tax expense(7,890)

Profit after tax21,036

Non-controlling interest(4,284)

Net profit attributable to the

shareholders of the Parent 16,752

Reportable segment assets269,998 64,181 41,807(11,103)364,883

Reportable segment liabilities136,936 54,454 34,949 (11,103)***215,236

*Other income includes government wage subsidies received of $9.1m within Pharmacy services, $0.5m Medical services and $1.2m

Community Health under the New Zealand Government’s wage subsidy scheme available to eligible businesses impacted by the

COVID-19 pandemic.

**An objective review of costs has been carried out which has resulted in a change in the way some costs are allocated between segments. In

the current year this change has impacted each division by +$2.6m Pharmacy, -$1.4m Medical and -$1.2m Community Health. Total operating

profit for the Group remains unchanged.

***Intersegmental elimination.

Annual Report 2021 |
33

March 2020NotePharmacy

Services

$’000

Medical

Services

$’000

Community

Health

$’000

Corporate

$’000

Total

$’000

External revenues6.1336,449 76,509 155,573 - 568,531

Total revenue336,449 76,509 155,573 - 568,531

Cost of products sold(195,386)- - - (195,386)

Employee benefit expense*(59,824)(55,339)(145,947)-(261,110)

Lease expenses(2,897)(392)(236)- (3,525)

Other expenses*(31,351)(10,791)(5,733)(1,992)(49,867)

Depreciation and amortisation(6,323)(1,330)(913)- (8,566)

Depreciation - leases(11,097)(2,957)(1,575)- (15,629)

Impairment(4,672)--- (4,672)

Share of equity accounted net

earnings314 902 - - 1,216

Segment Profit25,2136,602 1,169 (1,992)30,992

Interest income114

Interest expense(1,787)

Interest expense - leases(5,678)

Profit before tax23,641

Tax expense(6,689)

Profit after tax16,952

Non-controlling interest(3,462)

Net profit attributable to the

shareholders of the Parent 13,490

Reportable segment assets294,818 59,843 30,236 (8,287)376,610

Reportable segment liabilities169,235 54,176 26,768 (8,287)**241,892

*An objective review of costs has been carried out which has resulted in a change in the way some costs are allocated between segments. In

the prior year this change has impacted each division by +$2.7m Pharmacy, -$1.4m Medical and -$1.3m Community Health. Total operating

profit for the Group remains unchanged.

**Intersegmental elimination.

Notes to the consolidated financial statements

34
| GREEN CROSS HEALTH

5. Business combinations

Business combinations acquired during the year include; Tui Medical Centre Limited, Gabriel Medical Practice,

Richmond Health Centre and Cambridge Pharmacies. None of these acquisitions are individually material to the

Group’s result.

Carrying value

$’000

Fair value

$’000

Identifiable assets acquired and liabilities assumed

Total assets840 840

Total liabilities(341)(341)

Identifiable net assets499 499

Consideration transferred

Satisfied by:

Cash consideration 7,980

Deferred consideration 1,048

Total consideration9,028

Less cash acquired (included in assets above) (122)

Net consideration 8,906

Goodwill

Goodwill recognised as a result of the acquisitions is as follows:

Total consideration9,028

Identifiable net assets(499)

Goodwill8,529

The amount of revenue included in the consolidated statement of comprehensive income is $1.1 million with a net

profit after tax of $0.2 million in respect of the entities acquired during the year.

Annual Report 2021 |
35

6. Operating performance

6.1 Revenue

Revenue from contracts with customers:

2021

$’000

2020

$’000

Pharmacy retail and dispensary280,553 298,261

Other pharmacy services27,190 38,188

Medical services81,687 76,509

Community health170,181 155,573

559,611 568,531

Disaggregation of contract revenueReportable segments

Pharmacy

Services

$’000

Medical

Services

$’000

Community

Health

$’000

Total

$’000

Year ended 31 March 2021

Timing of revenue recognition

Transferred at a point in time297,936 33,516 121,258 452,710

Transferred over time9,807 48,171 48,923 106,901

307,743 81,687 170,181559,611

Year ended 31 March 2020

Timing of revenue recognition

Transferred at a point in time324,159 35,315 108,393 467,867

Transferred over time12,290 41,194 47,180 100,664

336,449 76,509 155,573 568,531

Pharmacy retail and dispensing services

Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For

all these services control is considered to pass to the customer at the point when the customer can use or otherwise

benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by

credit card, debit card or in cash.

The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,

the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount

allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under

the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.

Other pharmacy services

These mainly include franchise fees and supplier income. Control for franchise services pass over time as the services

are delivered over the term of the franchise agreement. Payment terms for franchise fees is generally 20 to 30 days.

Supplier income is earned, as promotional services are rendered over a specified time period by the Group. Payment

terms are generally 20 to 30 days.

Medical services

Medical services include capitation and health services and patient fees. Control for capitation and health services

passes over time as the healthcare services are delivered to the patient over a certain time period. Payments terms

are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service

has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.

Notes to the consolidated financial statements

36
| GREEN CROSS HEALTH

6. Operating performance (continued)

Community health services

Community health services consist primarily of community health and support services. Control passes to the

customer as the services are delivered and simultaneously consumed by the customer. Payment terms are generally

30 to 60 days.

Contract assets and contract liabilities

Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.

When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities

reflect payments received for services that have not yet been provided and the payments will be recognised as

revenue over time.

Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised

over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria

under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.

Contract balances

The following table provides information, about receivables, contract assets and contract liabilities from contracts

with customers:

Significant changes in the contract assets and the contract liabilities during the period are as follows:

As at 31 March 2021, the amount of revenue deferred and recognised as a contract liability for the loyalty programme

is $7.2m. This will be recognised as revenue as the loyalty points are redeemed or expire, which is expected to occur

over the next fifteen months.

31 Mar 2021

$’000

31 Mar 2020

$’000

Trade receivables which are included in trade and other receivables24,180 25,257

Contract assets13,834 14,273

Contracts liabilities(7,994)(6,019)

20212020

Contract

assets

Contract

liabilities

Contract

assets

Contract

liabilities

Revenue recognised that was included in the contract liability balance

at the beginning of the period-6,019- 5,072

Transfer from contract assets recognised at the beginning of the

period to receivables

14,273 - 11,561 -

Annual Report 2021 |
37

6.2 Operating expenditure2021

$’000

2020

$’000

Cost of products sold 188,007 195,387

Employee benefit expense 277,293261,110

Lease expenses2,207 3,525

Other expenses44,070 48,225

Audit fees244 233

Other services provided by auditors124 140

Directors’ fees in respect of the Parent company 411 431

Directors’ fees in respect of the subsidiary companies224 244

Bad debts written off and movement in doubtful debt provision485594

513,065 509,889

Auditor’s remuneration to KPMG comprises:

Annual audit of financial statements229233

Annual audit of financial statements – prior year15-

244233

Other services provided by auditors:

Taxation services124 140

124140

Tax services relate to compliance and related services.

7. Income tax expense

Note2021

$’000

2020

$’000

Current tax expense(3,853)(8,829)

Deferred tax benefit/(expense)14(4,037) 2,140

Total current tax(7,890)(6,689)

Imputation credit account:

Available for use in subsequent periods $21.8m (2020: $10.1m).

Numerical reconciliation between tax expense and pre-tax accounting profit

Profit before tax28,926 23,641

Income tax expense at 28%(8,099)(6,619)

(Add)/Deduct the tax effect of adjustments:

Non deductible write-offs-(385)

Other209 315

(7,890)(6,689)

Notes to the consolidated financial statements

38
| GREEN CROSS HEALTH

7. Income tax expense (continued)

Taxation accounting policy

Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to

an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive

income or equity.

Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for

any under or over accrual in respect of prior periods.

Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying

amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred

tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the

temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the

extent that it is no longer probable that the related benefit will be realised.

8. Earnings per share

The earnings per share, and dividend per share is calculated using the Group’s result divided by the weighted average

number of shares for the listed entity, Green Cross Health Limited.

2021

cents per

share

2020

cents per

share

Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable to

equity holders of the Parent and a weighted average number of ordinary shares

issued during the year of 143,152,759 (2020: 143,152,759).11.709.42

Diluted earnings per share

The calculation of diluted earnings per share is based on the profit attributable to

equity holders of the Parent and a weighted average number of ordinary shares

issued during the year after adjustment for the effects of all dilutive ordinary shares

of 143,302,759 (2020: 143,394,426).

11.699.41

Net tangible (liabilities)/assets per share

The calculation of net tangible assets per share is based on net assets less deferred

tax and intangible assets (refer note 13 and note 14) and the closing number of

ordinary shares at the end of the year.

(2.23)(10.38)

Net assets per share

The calculation of net assets per share is based on net assets and the closing

number of ordinary shares at the end of the year.

104.5494.11

Annual Report 2021 |
39

9. Dividends

2021

cents per

share

2020

cents per

share

Dividends per share- 7.00

No interim or final dividend has been paid in the current financial year (2020: 3.5 cents per qualifying ordinary

shares in December 2019 and 3.5 cents in June 2019).

10. Trade and other receivables and income taxes receivable

2021

$’000

2020

$’000

Trade receivables24,180 25,257

Provision for doubtful debts(1,511)(1,070)

Contract assets13,834 14,273

Accrued income534 2,534

Other receivables and prepayments1,8962,113

38,933 43,107

Income taxes refundable1,831 -

11. Property, plant and equipment

2021

$’000

2020

$’000

Opening cost79,319 75,112

Acquisitions through business combinations275146

Additions4,204 5,010

Disposals(1,282)(949)

Closing cost82,516 79,319

Opening accumulated depreciation58,66753,143

Depreciation for the period5,9216,029

Disposals(1,048)(505)

Closing accumulated depreciation63,540 58,667

Closing book value18,976 20,652

Work in progress5411,575

Total property, plant and equipment19,51722,227

Notes to the consolidated financial statements

40
| GREEN CROSS HEALTH

11. Property, plant and equipment (continued)

Property, plant and equipment accounting policy

Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost

less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not

depreciated until the asset is ready for its intended use.

Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost of

the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease if

shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.

Current estimated useful lives of property, plant and equipment are between two and twelve years.

Subsequent expenditure capitalised only if it is probable that future economic benefit associated with the expenditure

will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.

Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the asset

is disposed of.

12. Leases

As a lessee

The Group’s leased assets include property leases for pharmacies, medical centres and offices. The lease terms of

these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for additional

rent payments that are based on changes in CPI or market rental rates. The Group also leases motor vehicles and

equipment, which typically run for a period of 3 to 5 years.

As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases – i.e. these leases

are on-balance sheet.

The carrying amounts of right-of-use assets and lease liabilities are as below:

Right-of-use assetsProperty

$’000

Motor Vehicles

$’000

Equipment

$’000

Total

$’000

2021

Balance as at 1 April 202083,7051,3451,04086,090

Balance as at 31 March 202175,283626446 76,355

Depreciation14,025719594 15,338

2020

Balance at 1 April 201988,9332,0151,95992,907

Balance at 31 March 202083,7051,3451,040 86,090

Depreciation14,202734694 15,630

Additions to property of $3.3m (2020: $11.4m) have been made to right-of-use assets during the current year.

Annual Report 2021 |
41

Lease liabilitiesProperty

$’000

Motor Vehicles

$’000

Equipment

$’000

Total

$’000

2021

Balance at 1 April 202091,0931,4071,080 93,580

Balance as at 31 March 202183,513686487 84,686

2020

Balance at 1 April 201994,5742,0151,95998,548

Balance at 31 March 202091,0931,4071,080 93,580

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment

losses and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as

the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease

payment made. It is re-measured when there is:

• A change in future lease payments arising from a change in an index or rate; or

• A change in the estimate of the amount expected to be payable under a residual value guarantee; or

• Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a

termination option is reasonably certain not to be exercised; or

• Any other change in the future lease payments or the lease term due to a lease modification that’s not

accounted for as a separate lease.

The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that

include renewal options. The assessment of whether the Group is reasonably certain to exercise such options

impact the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.

Maturity analysis of contractual undiscounted cash flows2021

$’000

2020

$’000

Less than one year16,86217,474

Two to five years43,33146,536

More than five years50,67860,124

110,871124,134

As a lessor

The Group sub-leases some of its properties. The right-of-use assets recognised from the head leases are measured

at cost. The sub-lease contracts are classified as operating leases under NZ IFRS 16.

Notes to the consolidated financial statements

42
| GREEN CROSS HEALTH

13. Intangible assets

Note2021

$’000

2020

$’000

Software and other intangible assets

Opening cost17,687 20,276

Additions1,112 1,261

Disposals(651)(321)

Assets written-off(673)(3,529)

Closing cost17,47517,687

Opening accumulated amortisation11,405 9,105

Amortisation for the period2,1392,536

Disposals(447)(3)

Assets written-off/impairment(431)(233)

Closing accumulated amortisation12,66611,405

Closing book value4,809 6,282

Goodwill

Opening costs127,242 126,492

Other acquired goodwill295200

Additions5 8,529 1,926

Disposals (60)(1,376)

Closing cost136,006 127,242

Total intangible assets140,815 133,524

Intangible assets accounting policy

Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment

losses with the exception of goodwill (see below).

Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.

Amortisation is provided on a straight-line basis for software to allocate the cost of the asset (less any residual value)

over its useful life. The residual values and remaining useful lives of software are reviewed at least annually. Other

intangible assets represent franchisee store rebranding costs and have an indefinite life.

Estimated useful lives of the asset classes are:

Software 3 - 5 years

Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the

standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.

Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which

the intangible asset is disposed of.

Intangible assets disclosed in the financial statements relate to computer software, trademarks and other indefinite life

intangible assets. Indefinite life intangible assets are tested annually for impairment.

Internally developed software in the amount of $3.3m was impaired in the prior year as a result of a strategic review of

existing projects.

Annual Report 2021 |
43

Goodwill accounting policy

Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase consideration over

the fair value of the net identifiable tangible and intangible assets at the time of acquisition.

Goodwill is allocated to the relevant cash generating units expected to benefit from the acquisition and tested for

impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.

If the recoverable amount is less than the carrying amount of the cash generating unit then an impairment loss is

recognised in profit and loss and the carrying amount of the asset is written down. Recoverable amount is calculated

as the greater of the fair value less cost to sell and value in use.

The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any

gain or loss on disposal.

Impairment testing

Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for

the year-ending 31 March 2022 is the basis for the first year’s projections and projections for subsequent periods

have been based on the Group’s three-year Outlook. Terminal cash flows are projected to grow in-line with the

New Zealand long-term inflation rate.

The discount rate was a post-tax measure based on the rate of 10-year government bonds issued by the

government in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect

both the increased risk of investing in equities generally and the systematic risk of the specific CGU.

Pharmacy

Services

Medical

Services

Community

Health

Impairment test assumptions 2021

Discount rate – post tax8.23%8.50%9.57%

Terminal growth rate1.50%1.50%1.50%

Carrying amount of goodwill allocated to the unit ($000)76,875 40,070 19,061

Carrying value of other intangible assets with indefinite useful lives ($000)2,048 - -

Impairment test assumptions 2020

Discount rate – post tax9.43%7.93%9.50%

Terminal growth rate1.50%1.50%1.50%

Carrying amount of goodwill allocated to the unit ($000)74,513 33,667 19,061

Carrying value of other intangible assets with indefinite useful lives ($000)2,048 - -

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the

lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is

allocated across all operations within a division that have similar economic characteristics and collectively benefit from

acquisitions that increase the Group’s portfolio.

Sensitivities

No impairment was identified for Pharmacy services, Medical services or Community Health services as a result of

this review, nor under any reasonable possible change, in any of the key assumptions described above.

Notes to the consolidated financial statements

44
| GREEN CROSS HEALTH

14. Deferred tax asset

The movement in deferred tax asset and liability during the year is made up of the following:

Opening


$’000

Recognised in

profit or loss

$’000

Closing

$’000

Group - 2021

Property, plant and equipment2,288 29 2,317

Provisions and accruals6,785 1376,922

Tax losses4,885 (4,439) 446

Right-of-use assets(24,105)2,726 (21,379)

Lease liabilities26,202 (2,490)23,712

16,055(4,037)12,018

Group – 2020

Property, plant and equipment2,257 31 2,288

Provisions and accruals7,004 (219)6,785

Tax losses3,650 1,235 4,885

Right-of-use assets*(26,589)2,484 (24,105)

Lease liabilities27,593 (1,391)26,202

13,9152,14016,055

*Opening balance includes the deferred tax impact of IFRS16 adoption

Annual Report 2021 |
45

15. Equity accounted group investments

Note2021

$’000

2020

$’000

The movement in equity accounted investments comprises:

Opening carrying amount6,9886,399

Investment in associates and joint ventures12826

Share of net earnings1,4051,216

Dividends21(797)(653)

7,724 6,988

There are no individually material associates or joint ventures.

Amount of goodwill within the carrying amount of equity accounted group investments:

Opening carrying amount4,024 4,024

Closing carrying amount4,024 4,024

Summary associate and joint venture financial information

The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:

Assets

$’000

Liabilities

$’000

Revenue

$’000

Net profit

after tax

$’000

As at and for the year ended 31 March 202116,3529,30551,7084,326

As at and for the year ended 31 March 202015,7908,61452,4983,269

Investments in associates and joint ventures accounting policy

An associate is an investee over which the Group has significant influence, which is the power to participate in the

financial and operating policy decisions of the investee but not to control or jointly control those policies.

A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the

net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which

only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.

The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements

of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group

financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other

comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate

or joint venture investment is included in the carrying amount of the investment net of dividends received. Where

the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint

venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to

continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or joint

control over the investee.

Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group. Where

a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies of the

Group, the most significant of these being the recognition of deferred tax.

Notes to the consolidated financial statements

46
| GREEN CROSS HEALTH

16. Trade and other payables and income taxes payable

Payables and accruals2021

$’000

2020

$’000

Trade payables38,228 39,478

Payable to non-controlling interest7,8752,941

Contract liabilities7,994 6,019

Accrued expenses25,228 18,409

Employee entitlements26,852 23,805

106,177 90,652

Income tax payable- 1,186

Employee entitlements accounting policy

Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised

as a liability when benefits are earned by employees but not paid at the reporting date.

17. Borrowings

2021

$’000

2020

$’000

Current2,035 3,359

Non-current22,338 53,114

24,373 56,473

The Group’s interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin. The

current interest rate is between 2.25% and 3.96% (2020: 2.50% - 4.66%). A 0.5% increase/decrease in the effective

interest rate would result in a decrease/increase in after tax profit of $88,000.

Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of BNZ covering

all loans held by the Parent and subsidiary companies. Loans within partnership subsidiaries are covered by a GSA

agreement over the individual business assets.

Security has also been provided by Green Cross Health Limited in favour of ANZ in relation to one Pharmacy subsidiary.

The Group’s primary lender is the BNZ. As at balance date, the Group has undrawn banking facilities of $41m (2020:

$10m). The maturity of the debt facility with BNZ is 22 August 2022.

Borrowings and advances accounting policy

Borrowings and advances are initially recognised at fair value, including directly attributable transaction costs.

Subsequent to initial recognition, borrowings and advances are measured at amortised cost using the effective

interest method, less any impairment losses on advances.

Annual Report 2021 |
47

18. Operating cash flow reconciliation

2021

$’000

2020

$’000

Profit after tax for the year21,036 16,952

Add/(deduct) non-cash items:

Depreciation, amortisation and impairment23,640 28,867

Other non-cash items2,2306,754

Add/(deduct) changes in working capital items:

Receivable and accruals movement4,174 (7,031)

Inventory 4,332(1,916)

Payables and accruals movements15,525 10,677

Net cash inflow from operating activities70,937 54,303

19. Shares on issue

2021

’000

2020

’000

Shares authorised and on issue

Opening number of shares143,303 143,486

Shares issued – fully paid- -

Shares issued – partly paid- -

Shares cancelled – partly paid- (183)

143,303 143,303

Shares held as treasury stock(150)(150)

143,153143,153

All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.

Treasury stock

The redeemable ordinary shares held by Life Pharmacy Trustee Company Limited to satisfy the Senior Management

incentive schemes have not been included in the calculation of the total number of shares issued by the Group as

these shares have not been issued externally by the Group.

Share capital

Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised

as a deduction from equity.

Notes to the consolidated financial statements

48
| GREEN CROSS HEALTH

20. Financial instruments

The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and

cash equivalents, borrowings, trade and other receivables and trade and other payables.

Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at

their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions

of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the

financial assets expire or if the Group transfers the financial asset to another party without retaining control or

substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified

in the contract expire or are discharged or cancelled.

Financial assets and financial liabilities are recognised at amortised cost.

Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that

arise in the normal course of operations.

Credit risk

The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented

by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to

any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.

The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal

trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and

amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct

debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly

monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the

ultimate parent financial institution) used by the Group.

The status of trade receivables at reporting date is as follows:

Trade and other receivablesGross receivable

2021

$’000

Impairment

2021

$’000

Gross receivable

2020

$’000

Impairment

2020

$’000

Not past due37,567 - 39,851 -

Past due 0-30 days938 - 1,437 -

Past due 31-120 days428 - 1,819 -

Past due more than 120 days1,511(1,511)1,070(1,070)

Total 40,444 (1,511)44,177 (1,070)

Annual Report 2021 |
49

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity

requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities

to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls.

The following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash

flow basis:

Carrying

value

$’000

Contractual

cash flows

$’000

Less than

one year

$’000

Between one

year and

two years

$’000

Between two

years and

five years

$’000

2021

Borrowings24,373 25,627 2,086 21,049 2,492

Trade and other payables71,331 71,331 71,331- -

Total non-derivative liabilities95,704 96,958 73,417 21,049 2,492

2020

Borrowings56,473 60,909 3,460 1,376 56,073

Trade and other payables60,828 60,828 60,828 - -

Total non-derivative liabilities117,301 121,737 64,288 1,376 56,073

Market Risk

Refer to note 17 for details of the interest rates for the group loans and borrowings, which are the most significant

financial instruments.

Capital management

The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed

capital requirements.

The allocation of capital between its specific business segments’ operations and activities is, to a large extent,

driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific

business segment operations and activities is undertaken independently of those responsible for the operation.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.

The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,

cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2021

and 31 March 2020. The assessment of fair value relating to borrowings was determined by reference to observable

market data (level 2).

Notes to the consolidated financial statements

50
| GREEN CROSS HEALTH

21. Related parties

The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The

Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items

such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.

The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting

services, based on agreed terms, for some of the stores and medical centres.

The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the

return on investment/profit sharing arrangements relating to these investments. Payable to non-controlling interests

represents loans advanced to the Group.

Related party transactions for the group

Transaction valueBalance outstanding

2021

$’000

2020

$’000

2021

$’000

2020

$’000

Franchise fees and on-charged costs to equity accounted

investments117 102 19 9

Management service charges and on charged costs to equity

accounted investments618 703 7541

Dividend income797 653 --

Receivable from other related parties--586458

Key management personnel remuneration

The Group provides compensation to key management personnel which comprises the directors and executive

officers. Some senior executives also participate in the share option scheme. Key management personnel (includes

the Group CEO, the Group CFO, some senior executives and company directors) compensation comprised:

2021

$’000

2020

$’000

Remuneration and Directors fees1,9612,074

Short term employee benefits291 291

Long term incentives111 50

2,363 2,415

Annual Report 2021 |
51

22. Share-based payments

(a) Description of share-based payment arrangements

At 31 March 2021, the Group had the following share-based payment arrangements:

150,000 Redeemable Ordinary Shares (ROS) have been issued by the Parent to Life Pharmacy Trustee Company

Limited as trustee of a trust that holds the shares on behalf of the employees. Each ROS is partly-paid to $0.01 and

carries an entitlement to dividends and voting rights in proportion to the extent paid. On exercise, the ROS are fully paid

and converted into ordinary shares. The total charged to the profit and loss in the period was $0 (2020: $0).

There were no ROS issued to key or senior managers during the 2021 or 2020 financial years.

(b) Reconciliation of outstanding ROS

in thousandsNumber of

instruments

2021

Weighted average

exercise price

2021

Number of

instruments

2020

Weighted average

exercise price

2020

Outstanding at 1 April150 $2.37 333 $1.90

Cancelled during the year- -(183) $1.26

Exercised during the year- - - -

Granted during the year- - - -

Outstanding at 31 March150 2.37150 2.37

Exercisable at 31 March150 2.37150 $2.37

Instruments outstanding at 31 March 2021 had an exercise prices of $2.37 (2020: $2.37) and a weighted average

contractual life of 3 months (2020: 1 year). There were no ROS exercised during the year (2020: nil).

Share based payments accounting policy

Equity-settled share based payments awarded to employees are measured at fair value at the date of grant and are

recognised as an employee expense, with a corresponding increase in equity, over the period from the date of grant

to the date on which the employees become unconditionally entitled to the option. The fair value at grant date is

determined using an appropriate valuation model.

At each reporting date, the Group revises the estimate of the number of options expected to vest. The cumulative

expense is revised to reflect the revised estimate, with a corresponding adjustment to equity.

23. Subsequent events

There have been no subsequent events which require disclosure in these financial statements.

Notes to the consolidated financial statements

52
| GREEN CROSS HEALTH

Annual Report 2021 |
53

The current Green Cross Health Limited group structure comprises 141 companies.

The group entities are as follows:

Legal ParentHoldingActivity

Green Cross Health LimitedFranchisor and investment

Controlled entities

280 Queen Street (2005) Limited 43.9%Pharmacy

Access Community Health Limited 100.0%Community Care

Access Health Services Limited 100.0%Non-trading

Albany Pharmacy Limited 49.0%Pharmacy

Alexandra Pharmacy (2013) Limited 48.5%Pharmacy

Amcal Chemists (N.Z.) Limited 100.0%Non-trading

Apollo Pharmacy (2014) Limited 49.6%Pharmacy

Bay of Plenty Pharmacies Limited 100.0%Non-trading

Bayfair Pharmacy (2010) Limited 48.8%Pharmacy

Bayfair Pharmacy Limited 100.0%Non-trading

Baymed Group (2013) Limited 100.0%Medical Centre

Birkenhead Pharmacy (2011) Limited 48.5%Pharmacy

Botany Downs Pharmacy Limited 25.0%Pharmacy

Botany Pharmacy (2016) Limited 49.0%Pharmacy

Browns Bay Pharmacy (2018) Limited 48.5%Pharmacy

Cambridge Pharmacies 2020 Limited30.0%Pharmacy

Care Chemist Limited 100.0%Non-trading

Care Chemist Pakuranga (2008) Limited 49.0%Pharmacy

Centre City Pharmacy (2004) Limited 46.4%Pharmacy

Chemist Express Limited 49.0%Pharmacy

Christchurch Pharmacy (2015) Limited 49.0%Pharmacy

Coastlands Pharmacy (2018) Limited 49.0%Non-trading

Davies Corner Pharmacy Limited 25.0%Pharmacy

Discovery Pharmacy (2016) Limited 49.0%Pharmacy

Dispensaryfirst Limited 100.0%Non-trading

Drury Surgery Limited 60.0%Medical Centre

Endeavour Pharmacy (2016) Limited 49.0%Pharmacy

Fred Thomas Pharmacy (2015) Limited 49.0%Pharmacy

Gascoigne Medical Services Limited 71.2%Medical Centre

Glenfield Mall Pharmacy Limited 48.5%Pharmacy

Green Cross Health Direct Limited 100.0%Non-trading

Green Cross Health Distribution Limited 100.0%Pharmacy

Green Cross Health Investment Limited 100.0%Non-trading

Green Cross Health Medical Limited 100.0%Investment

Green Cross Health Medical Solutions Limited 100.0%Services to medical centres

Group entities

For the year ended 31 March 2021

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| GREEN CROSS HEALTH

Controlled entitiesHoldingActivity

Green Cross Health Primary Limited 100.0%Medical Centre

Green Cross Health Workplace Limited100.0%Health services

Guthries Pharmacy Limited 49.0%Pharmacy

Harbour City Pharmacy (2011) Limited 48.7%Pharmacy

Hastings Pharmacy (2013) Limited 49.5%Pharmacy

Hawkes Bay Pharmacies Limited 49.0%Pharmacy

Health Services Limited 100.0%Investment

Helensville Pharmacy (2008) Limited 48.5%Pharmacy

Highland Park Pharmacy (2009) Limited 48.5%Pharmacy

Hurstmere Pharmacy (2008) Limited 49.0% Pharmacy

Hutt Valley Pharmacies 2014 Limited 48.5%Pharmacy

J-Mall Pharmacy Limited 49.0%Pharmacy

Karori Pharmacies (2020) Limited 49.6%Pharmacy

Knox Pharmacy 2010 Limited 48.5%Pharmacy

Lake Taupo Pharmacy (2008) Limited 48.5%Pharmacy

Levin Pharmacy (2005) Limited 100.0%Non-trading

Life Pharmacy Albany Limited 49.0%Pharmacy

Life Pharmacy Centre Place (2009) Limited 49.0%Pharmacy

Life Pharmacy Limited 100.0%Non-trading

Life Pharmacy Sylvia Park Limited 49.0% Pharmacy

Life Pharmacy Trustee Company Limited 100.0%Non-trading

Life Pharmacy Wall Street Dunedin Limited 49.0%Pharmacy

Manawatu Pharmacies Limited 49.0%Pharmacy

Manners Pharmacy (2016) Limited 49.0%Pharmacy

Manukau Pharmacy (2011) Limited 49.0%Pharmacy

Moorhouse Pharmacy 2003 Limited 25.0%Pharmacy

Motueka Medical (2013) Limited 88.0%Medical Centre

Neptune Pharmacy (2017) Limited 49.0%Pharmacy

New Lynn Pharmacy (2015) Limited 48.8%Pharmacy

New Plymouth Pharmacy (2015) Limited 48.5%Pharmacy

Northlands Pharmacy (2003) Limited 49.6%Pharmacy

Onehunga Medical 2012 Limited 100.0%Medical Centre

Palms Pharmacy (2013) Limited 48.5%Pharmacy

Parklands Pharmacy (2015) Limited 49.0%Pharmacy

Peak Primary Limited 100.0%Non-trading

Plimmer Steps Pharmacy (2018) Limited 49.0%Pharmacy

Pharmacy 277 Limited 49.1%Pharmacy

Pharmacy B102 Limited 48.5%Pharmacy

Pharmacy G101 Limited 49.0%Pharmacy

Pharmacy J104 Limited 49.0%Non-trading

Group entities

(continued)

Annual Report 2021 |
55

Controlled entitiesHoldingActivity

Pharmacy K103 Limited 49.0%Pharmacy

Pharmacy L105 Limited 49.0%Pharmacy

Pharmacy N106 Limited 49.0%Pharmacy

Pharmacy Management Limited 100.0%Investment

Pharmacy Store Holdings Limited 100.0%Investment

Pharmacybrands Limited 100.0%Non-trading

Pharmacybrands On-line Limited 100.0%Non-trading

Queen Street Pharmacy (2015) Limited 49.0%Non-trading

Radius Medical Limited 100.0%Non-trading

Radius Medical Solutions Limited 100.0%Non-trading

Radius Pharmacy Greenmeadows Limited 49.0%Pharmacy

Radius Pharmacy Limited 100.0%Investment

Radius Pharmacy Napier Limited 48.8%Pharmacy

Radius Pharmacy Riccarton Limited 49.0%Pharmacy

Radius Pharmacy Te Rapa Limited 48.8%Pharmacy

Radius Pharmacy Upper Hutt Limited 49.5%Pharmacy

Radius Pharmacy Waikanae Limited 48.5%Pharmacy

Radius Pharmacy Wanganui Limited 49.0%Pharmacy

Radius Ti Rakau Limited 100.0%Medical Centre

Radius Medical Whakatane Properties Limited 100.0%Medical Centre Property

Riccarton Mall Pharmacy 2000 Limited 49.0%Pharmacy

Richmond Health Centre Limited70.0%Medical Centre

RPG Medicine Management Limited 25.0%Pharmacy

Russell Street Pharmacy Hastings (2015) Limited 48.5%Pharmacy

Shirley Pharmacy Limited 100.0%Non-trading

Shore City Pharmacy (2010) Limited 48.5%Pharmacy

Shore City Pharmacy Limited 100.0%Non-trading

Smart Pharmacy Limited 100.0%Non-trading

St Heliers Health Centre Limited 100.0%Medical Centre

St James Pharmacy (2015) Limited49.0%Non-trading

St Lukes Pharmacy Holdings Limited 49.0%Pharmacy

Stokes Valley Pharmacy (2009) Limited 48.5%Pharmacy

Timaru Pharmacy (2013) Limited 48.5%Non-trading

Trident Pharmacy (2017) Limited 49.0%Pharmacy

The Doctors (Coastcare) Limited 100.0%Medical Centre

The Doctors (DFM) Limited 100.0%Non-trading

The Doctors (Hastings) Limited 71.2%Medical Centre

The Doctors (Huapai) Limited 100.0% Medical Centre

The Doctors (Mt Roskill) Limited100.0%Non-trading

The Doctors (New Lynn) Limited 53.7%Medical Centre

Group entities

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| GREEN CROSS HEALTH

Controlled entitiesHoldingActivity

The Doctors (Whangaparaoa) Limited 100.0%Medical Centre

Total Care Health Services Limited 100.0%Health services

Total Health Doctors Limited 100.0%Medical Centre

Tower Junction Pharmacy Limited 48.5%Pharmacy

Unichem Chemists (N.Z.) Limited 100.0%Non-trading

Upper Hutt Health Centre Pharmacy Limited 25.0%Pharmacy

Upper Riccarton Pharmacy Limited 25.0%Non-trading

Waimauku Doctors Limited100.0%Medical Centre

Waiuku Medical Pharmacy (2010) Limited 48.5%Pharmacy

Waiuku Pharmacy (2005) Limited 100.0%Non-trading

Waiuku Pharmacy (2016) Limited 48.7%Pharmacy

Wellington Pharmacy (2016) Limited 49.0%Pharmacy

West City Pharmacy (2010) Limited 48.5%Pharmacy

Whakatane Pharmacies 2021 Limited49.4%Non-trading

Willis Street Pharmacy Limited25.0% Pharmacy

Joint venture entities

Pharmacies Instore Limited 50.0%Retail

Associate entities

Accident & Medical Centre Quaymed Limited 25.0%Medical Centre

Albany Family Medical Centre Limited 50.0%Medical Centre

Huapai Pharmacy (2017) Limited 25.1%Pharmacy

Silverstream Health Centre Limited 49.0%Medical Centre

The Doctors (Green Lane) Limited30.0%Medical Centre

Team Medical at Kapiti Limited 48.8%Medical Centre

The Doctors (Mangere) Limited 36.7%Medical Centre

The Doctors (Massey Medical) Limited 36.7%Medical Centre

The Doctors (Napier) Limited 25.1%Medical Centre

Walls & Roche Royal Oak Pharmacy Limited 25.1%Pharmacy

Investments

Unichem Export Limited 1.0%Wholesale

Group entities

(continued)

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| GREEN CROSS HEALTH

John (Andrew) Bagnall, Non-Executive Director

Andrew Bagnall holds a Commerce Degree from Otago University and an MBA from Michigan State University.

Andrew was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited

(later renamed Green Cross Health Limited) has continued to hold a significant shareholding in the merged entity.

In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing

Gullivers Travel Group which became the major distributor of wholesale and retail travel services in New

Zealand. Gullivers Travel Group was eventually listed on the NZX and Australian stock exchanges (“ASX”), and

subsequently sold to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first

commercial retirement villages.

Andrew now runs his own private investment company Segoura, which manages investments in various businesses

and he maintains a keen interest in sports car racing.

Andrew was appointed as a Non-Executive Director of the Company in August 2009.

John Bolland, Non-Executive Director

John Bolland has more than 25 years business experience in private equity, senior management and corporate

finance. This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance,

Audit and Business Advisory. John holds a Bachelor of Commerce from the University of Auckland and is a member

of the New Zealand Institute of Chartered Accountants.

John was appointed as a Non-Executive Director of the Company in August 2009.

Kim Ellis, Independent Chair

Kim was appointed as Independent Chair of the Company in December 2019.

As an executive he had a lengthy leadership career best known for his 13 years at the helm of Waste Management

NZ Ltd, culminating in that company’s sale in 2006.

His earlier appointments encompassed a number of market sectors covering healthcare, manufacturing, distribution,

transport, property, agriculture and fashion.

Since 2006 Kim has been active in governance. Kim is currently Chair of NZ Social Infrastructure Fund; a Director

of Freightways, Port of Tauranga, FSF Management Company and Ballance Agri-Nutrients; Advisor to Ultimate

Care Group and Consultant to Envirowaste Services. He resigned late last year as Chair of Metlifecare following its

controversial takeover by Swedish-based APVG.

Kim holds first class honours degrees in Chemical Engineering and Economics.

Board of Directors

As at 31 March 2021

Annual Report 2021 |
59

Peter Merton, Non-Executive Director

Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New

Zealand and overseas since the early 1980s. His involvement with the Group goes back to the late 1990s, and

he played an active part in the initial industry consolidation when Amcal and Unichem brands merged to form

Pharmacybrands Limited (later renamed Green Cross Health Limited).

Following the merger of Life Pharmacy Limited with Pharmacybrands Limited in 2009, Peter assumed the role of

Chair of the Group, which he relinquished in December 2019. He is also a significant shareholder in the Company

through his interest in Cape Healthcare Limited.

Peter has previously held the roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director

of EBOS Group Limited.

Kenneth Orr, Independent Director

Kenneth Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies

in Northland. Kenneth was a former President of the NZ Pharmacy Guild, which represents the business interests

of community pharmacies. Kenneth was a forming Director of Manaia PHO and now serves on the Audit, Risk &

Finance committee of Mahitahi Hauora that leads primary health care in Northland.

Kenneth joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director

of the Company in March 2012.

Carolyn Steele, Independent Director

Carolyn Steele is a Director of WEL Networks Limited, Ultrafast Fibre Limited, the chair of Halberg Foundation and a

Trustee of the New Zealand Football Foundation. Until 2016, Carolyn was a Portfolio Manager at Guardians of New

Zealand Superannuation, the Crown entity managing the New Zealand Superannuation Fund. Prior to joining the

Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and Credit Suisse/First NZ Capital.

Carolyn was appointed as an Independent Director of the Company in June 2017.

Peter Williams, Non-Executive Director

Peter Williams is an executive of the Zuellig Group which has significant health care interests in Asia Pacific. In this

capacity he is a Director for a number of companies including, in New Zealand, EBOS Group Limited and C.B. Norwood

Distributors Limited. Peter is also a Director of Cape Healthcare Limited.

Peter was appointed as a Non-Executive Director of the Company in May 2017.

Board of Directors

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| GREEN CROSS HEALTH

Annual Report 2021 |
61

Corporate governance

For the year ended 31 March 2021

Corporate governance and the role of the Board of Directors

The Board understands the importance of good corporate governance in maximising the value of the Company.

Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,

including the NZX Corporate Governance Code.

The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework

within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated

authority for the day-to-day operations of Green Cross Health.

NZX corporate governance code

The Company has reviewed the 2020 NZX Corporate Governance Code and is in compliance with the majority of its

recommendations. The Company is working to ensure that it complies with the Code where practicable.

Compliance with the Principles of the Code is as follows:

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.

The Company has adopted formal Code of Ethics, Protected Disclosure and Securities Trading Policies, which are

available on the Company’s intranet for employees to access and are included in employee induction.

Further detail on the Code of Ethics and Securities Trading Policy is provided later in this Annual Report.

The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in

inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.

Principle 2: Board composition and performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience

and perspectives.

Board charters and management responsibility

The Board operates under a written Charter and delegates authority to senior management, including the Group CEO

to run the day-to-day operations of the Company.

Director terms of appointment

The Company does not have written terms of appointment for Directors appointed prior to December 2019, which

reflects the long-standing tenure of many of the Directors. However, since December 2019, the Company has

introduced a requirement that all new Directors are provided Terms of Appointment as they are appointed. This

requirement was met for the appointment of the new Chair in December 2019.

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| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Principle 2: Board composition and performance (continued)

Diversity policy

The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion

of thought within the Company.

The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose

collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.

The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the

evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to

meet the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees

and shareholders.

The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance). At this point,

the Company considers the objectives and measurement processes described within the policy are appropriate.

Disclosure of Board and key management gender diversity is provided later in this Annual Report.

Director, board and committee performance

Directors are expected to understand the Company’s operations and determine the professional development that

they require to undertake their duties. Senior management present to the Board on a regular basis on key matters

affecting the Company, enabling Directors to ask for further information and explanation as required.

The Board, led by the Chair, reviews Board and Director performance biennially against the Board Charter in light

of the Company’s changing operating conditions and make improvements to Board processes and meetings when

required changes in Board focus are identified. The last review was conducted in 2020.

The Board reviews the performance of Committees annually against the Committee Charters.

Chair and CEO

The Company complies with the recommendation that the Chair is not the CEO.

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

For the year ended 31 March 2021, the Board had the following Committees:

• Audit and Risk Committee

• Nominations Committee

• Remuneration Committee

• Investment Committee.

These Committees operated under written Charters. Additional information on the role and makeup of these

Committees is provided later in this Annual Report.

Directors who are not members of Committees are welcome to attend meetings if they wish. The Company complies

with the recommendation that Management only attends Committee meetings at the invitation of the Committee.

Annual Report 2021 |
63

Charters for all Committees are reviewed annually and are available on the Company’s website

(www.greencrosshealth.co.nz/governance).

Takeover protocols

The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a

takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters

arising from the proposal, including:

• Preparing the Company’s response to the proposal

• Engaging an independent advisor to advise on the merits of the proposal

• Making a recommendation to shareholders.

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.

The Board has a written continuous disclosure policy.

The Company complies with the recommendation that Board and Committee charters, Code of Ethics and other key

governance documents are available on the Company’s website. The Interim and audited Annual Reports are also

available on the website (www.greencrosshealth.co.nz/investors).

The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that

financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such as the

Company’s approach to risk management including health and safety, are included within this Annual Report. The

Board considers this level of disclosure appropriate at this time.

Principle 5: Remuneration

The remuneration of Directors and Executives should be transparent, fair and reasonable.

The Director Fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally

benchmarked against market precedents. Further disclosure of the details of Directors’ Fees is included in the Other

Annual Report Disclosures published in this Annual Report.

The Company has a remuneration policy for Directors, Officers and all employees of the Company, which outlines

its remuneration practices. The remuneration policy is available on the Company’s website (www.greencrosshealth.

co.nz/governance).

The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer Group CEO

Remuneration under Other Annual Report Disclosures for the year.

The Company operates a share-based incentive scheme for certain senior managers, which is disclosed further in

note 22 to the Financial Statements.

Principle 6: Risk management

Directors have a sound understanding of the material risks faced by the issuer and how to manage them. The Board

regularly verifies that the issuer has appropriate processes that identify and manage potential and material risks.

The Board is responsible for risk management and internal control and has a framework for identifying,

assessing, controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation

and business objectives.

Corporate governance

64
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Principle 6: Risk management (continued)

The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,

policies and procedures are effective and appropriate. The Company maintains a comprehensive Risk Register and

management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting

software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as

required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores,

providing medical treatment, and caring for clients in their homes, makes managing health and safety risks a

significant area of focus within the Group.

The Company is exposed to substantially the same economic, environmental, and social risks as similar businesses

operating in the same sectors in New Zealand. These risks include:

• Competitive pressure from traditional and disruptive competitor business models

• Ongoing impacts from COVID-19, including ‘alert level’ changes impacting business operating conditions

• Labour cost escalation through Government policy changes and labour shortages in particular areas

• Regulatory changes

• Changes to Government and wider health sector funding models.

Principle 7: Auditors

The Board ensures the quality and independence of the external audit process with the Audit & Risk Committee

charter providing a framework for management of the relationship with the external auditor.

The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and of high

quality, including approving any non-audit services provided by the audit firm.

The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated at least every five

years. The lead audit partner was rotated prior to the 2017 external audit, and will be rotated again prior to the 2022

external audit.

The Company does not have an internal audit function but via the Audit and Risk Committee and the Company’s

external audit process, looks to maintain and improve risk management and internal controls.

The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.

Principle 8: Shareholder rights and relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.

The Company has a website to enable stakeholder access to financial and governance information. Announcements

and Reports are currently available at www.greencrosshealth.co.nz/investors.

Communications from the Company are available electronically through the Company’s share registrar, Computershare.

The Company fully complies with the following recommendations:

• Shareholders have the right to vote on major decisions

• One vote per share

• Annual Meeting notice advised at least 20 business days prior to meeting.

Directors and Officers of the Company attend the Annual Meeting and are available to answer questions

from shareholders.

Annual Report 2021 |
65

Board composition and structure

The Company’s current Board structure consists of four Directors associated with the two major shareholders (who

collectively hold 64% of the Company) together with three independent Directors, including an independent Chair.

The independent Directors are selected to ensure that the appropriate skills and experience required are available to

the Company.

In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a majority

of independent Directors, and Green Cross Health not being compliant with this recommendation, the Board is

of the view that the existing Board structure appropriately reflects the shareholding structure of the Company and

represents the best interests of all shareholders.

In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual

meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by

the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.

The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary

information to participate in an informed discussion on all agenda items and effectively carry out their duties. The

Group CEO, Group CFO and key senior managers attend appropriate sections of Board meetings.

Board meetings

The following table outlines the number of Board meetings attended by Directors during the course of the 2021

financial year.

DirectorsMeetings heldMeetings attended

John (Andrew) Bagnall1312

John Bolland 1313

Kim Ellis1313

Peter Merton 1312

Kenneth Orr1313

Carolyn Steele1313

Peter Williams1313

Code of ethics

The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues, establishes

compliance standards and procedures, provides mechanisms to report unethical behaviour and provides for disciplinary

actions. The Code of Ethics policy is available on the Company’s website (www.greencrosshealth.co.nz/governance).

Shareholder relations

The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can

access financial and operational information and key corporate governance information about the Company.

The Board will ensure that shareholders are informed of major developments affecting the Company.

Information is available through the Annual Reports and shareholders are able to participate at each Annual Meeting.

Any material information affecting the Company during the intervening period is announced to the financial markets via

the New Zealand Stock Exchange (NZX) and the Company website under the Board’s policy for continuous disclosure.

Corporate governance

66
| GREEN CROSS HEALTH

Insider trading guidelines

The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other

restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of

Green Cross Health must formally apply for consent to trade the Company’s securities from the Group CFO before

undertaking any sales or purchases.

The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other

restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within

five days of any trades being settled.

Board committees

For the year ended 31 March 2021, the Board operated four standing committees described as follows. The Board

annually reviews the performance of the standing committees against written charters.

Nominations committee

This Committee comprises four non-executive Directors together with three independent Directors, who meet as

required to:

• Advise the Board on Director appointments, giving attention to the mix of skills, experience and other

qualities required.

• Facilitate ongoing Director training and development.

• Facilitate the regular evaluation of the board, its committees and the Directors.

Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive remuneration.

The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Peter Merton,

Kenneth Orr, Carolyn Steele and Peter Williams. The Committee met as required.

In response to recommendation 3.4 of the NZX Corporate Governance Code recommending the Nominations

Committee to have a majority of independent Directors, and Green Cross Health not being compliant with this

recommendation, the Board is of the view that the Nominations Committee appropriately reflects the experience required

to carry out its responsibilities.

Remuneration committee

This Committee comprises one independent Director and two non-executive Directors, who meet as required to:

• Recommend to the Board the appointment and terms of employment of the Group CEO and Group CFO.

• Review and evaluate the performance of the Group CEO and Group CFO against KPIs including making

remuneration recommendations to the Board.

• Approve the appointment, and the conditions and terms of employment of the Group CEO’s direct reports

(excluding the Group CFO).

• Review and advise the Board on succession plans for the Group CEO and direct reports.

• Make recommendations to the Board with respect to non-executive and independent Director remuneration.

Annual Report 2021 |
67

Remuneration packages are reviewed annually. Market data is used as a basis for establishing

competitive remuneration.

The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton. The

Committee met as required.

In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration

Committee having a majority of independent Directors, and Green Cross Health not being compliant with this

recommendation, the Board is of the view that the Remuneration Committee appropriately reflects the experience

required to carry out its responsibilities.

Audit and risk committee

The Committee comprises two independent Directors and one non-executive Director. The Audit and Risk

Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the Group CFO attend as ex-officio members and external auditors by invitation of the

Chair. The Audit and Risk Committee also meet privately with the external auditors, that is, without management

in attendance. All Audit and Risk Committee members are financially literate, with at least one member having a

financial background.

The Committee met four times during the year. Its responsibilities include:

• Reviewing the scope and outcome of the external audit.

• Reviewing the annual and half yearly financial statements prior to approval by the Board.

• Approving the public releases of financial information.

• Assessing the performance of financial management and monitoring of material corporate risk assessments

and internal controls.

• Reporting the proceedings of each meeting to the Board.

• Making recommendations to the Board on the appointment of the external auditors, their independence and

their fees.

• Monitoring of material corporate risk and the internal controls instituted.

The composition of the Committee was Carolyn Steele (Chair), John Bolland and Kim Ellis.

DirectorsMeetings heldMeetings attended

John Bolland 44

Kim Ellis44

Carolyn Steele4 4

Corporate governance

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Investment committee

The Committee comprises three independent Directors and two non-executive Directors. The Investment Committee

Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the Group CFO attended as ex-officio members. All Investment Committee members are

financially literate.

The Committee met five times during the year. Its responsibilities include:

• Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the

Board for larger acquisitions.

• Reviewing and approving leases of significant term value.

• Reviewing and approving capital expenditure as needed.

The composition of the Committee was Kenneth Orr (Chair), John Bolland, Kim Ellis, Peter Merton, and Carolyn

Steele.

DirectorsMeetings heldMeetings attended

John Bolland55

Kim Ellis55

Peter Merton54

Kenneth Orr55

Carolyn Steele55

Organisation structure and financial control

The Board has delegated to the Group CEO the management responsibilities of the Company.

The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and

risk profile.

Gender and diversity

The following table set out a quantitative breakdown of the gender balance of the Directors and key personnel of the

Group as at 31 March 2021:

DirectorsKey management personnel

As at 31 March 2021

Female1 14%2 50%

Male6 86%2 50%

Total7 -4 -

As at 31 March 2020

Female1 14%2 50%

Male6 86%2 50%

Total7 -4 -

Annual Report 2021 |
69

The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).

The Directors holding office during the year ended 31 March 2021 and the remuneration paid or payable to the Directors

is as follows:

DirectorTotal Fees

$

John (Andrew) Bagnall35,000

John Bolland *

+#

35,000

Kim Ellis*

+#

120,000

Peter Merton

+#

9,625

Kenneth Orr

#

65,000

Carolyn Steele*

#

67,500

Peter Williams35,000

Total367,125

Payment allocations

Independent Chair120,000

Non-Executive Directors35,000

Independent Directors60,000

Chair of Audit & Risk Committee5,000

Chair of Investment Committee5,000

Independent Directors on Audit & Risk Committee and Investment Committee2,500

* = Audit & Risk Committee member

+ = Remuneration Committee member

# = Investment Committee member


Peter Merton elected not to be paid a portion of director fees during the year.

Group CEO remuneration

The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI). The

STI is a maximum of 25% of current base salary and is based on quantitative criteria set annually for each financial year.

The LTI is a maximum of 23% of current base salary and is structured as a performance share rights scheme. Rights

vest based on achievement of an earnings per share target over a three year period, provided the Group CEO remains

employed on the vesting date.

Other annual report

disclosures

For the year ended 31 March 2021

70
| GREEN CROSS HEALTH

Employee remuneration

The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,

who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000

for the year ended 31 March 2021 is set out below:

Employee annual remuneration bands:20212020

$100,000 - $109,9995847

$110,000 - $119,9993324

$120,000 - $129,9993525

$130,000 - $139,9992718

$140,000 - $149,9991315

$150,000 - $159,9991516

$160,000 - $169,9992119

$170,000 - $179,9991213

$180,000 - $189,9991511

$190,000 - $199,9991312

$200,000 - $209,9991311

$210,000 - $219,999914

$220,000 - $229,999118

$230,000 - $239,99943

$240,000 - $249,99988

$250,000 - $259,99955

$260,000 - $269,99952

$270,000 - $279,99963

$280,000 - $289,99920

$290,000 - $299,99922

$300,000 - $309,99902

$310,000 - $319,99932

$320,000 - $329,99900

$330,000 - $339,99902

$340,000 - $349,99910

$350,000 - $359,99930

$360,000 - $369,99920

$370,000 - $379,99921

$380,000 - $389,99900

$390,000 - $399,99911

$400,000 - $409,00010

$410,000 - $419,99901

$470,000 - $479,00010

$600,000 - $609,99911

$650,000 - $659,99901

$780,000 - $789,00010

Former employees included in the above bands2220

Annual Report 2021 |
71

Donations

The Group made donations to the value of $12,000.

Directors’ shareholding and trades

The following table summarises:

(a) the number of shares in the Company held by Directors at 31 March 2021; and

(b) disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and

dispositions of relevant interests in shares in the Company during the year.

DirectorHolding

1 Apr 2020

CancelledIssuedNet trades in

the period

Interest

ceased

Holding

31 Mar 2021

J A Bagnall (i)45,935,821---

-

45,935,821

P M Merton (ii)45,840,983---

-

45,840,983

K A Orr (iii)600,083---

-

600,803

C M Steele (iv)50,000---

-

50,000

P J Williams (v)45,840,983---

-

45,840,983

(i) J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully

paid ordinary shares in the company (shares are legally owned by LPL Trustee Limited).

(ii) P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%

shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid

ordinary shares in the Company owned by Cape Healthcare Limited.

(iii) K A Orr holds a beneficial interest of 600,083 fully paid ordinary shares in the Company (shares are legally

owned by Orrs Kaipara Pharmacies Limited and Orrs Pharmacies Limited).

(iv) C M Steele has a relevant interest in 50,000 fully paid ordinary shares in the Company.

(v) P J Williams is a Director of Cape Healthcare Limited. He has a relevant interest in the 45,840,983 fully

paid ordinary shares in the Company owned by Cape Healthcare Limited.

Directors’ insurance

Green Cross Health Limited has insured all its directors against liabilities to other parties that may arise from their

positions as directors. The insurance does not cover liabilities arising from criminal actions.

Other annual report disclosures

72
| GREEN CROSS HEALTH

General disclosure of interest by directors

(section 140(2) of the Companies Act 1993)

The Directors of the Company named below have made a general disclosure of interest by a general notice disclosed

to the Board and entered in the Company’s interest register. General notices of interest were given by these directors

during the financial year ended 31 March 2021:

John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and

Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar Electronic

Board reporting system (Directors and Shareholder), major Shareholder or Director of various unlisted or privately

controlled companies.

John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director), Shareholder or

Director of various unlisted or privately controlled companies.

Kim Ellis – Chair of NZ Social Infrastructure Fund; a Director of Freightways, Port of Tauranga, FSF Management

Company and Ballance Agri-Nutrients; Advisor to Ultimate Care Group and consultant to Envirowaste Services.

Peter Merton – Cape Healthcare Limited (Director and Shareholder).

Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and

Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited

(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy

Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies

Limited (Director and Shareholder).

Carolyn Steele – Chair of Halberg Foundation, Director of WEL Networks Limited, Ultrafast Fibre Limited and a

Trustee of New Zealand Football Foundation.

Peter Williams – Director of Cape Healthcare Limited, EBOS Group Limited and C.B. Norwood Distributors Limited.

Annual Report 2021 |
73

Shares and shareholding

The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2021 the

Company had on issue 143,302,759 equity securities (as defined by the Financial Markets Conduct Act 2013) being

143,152,759 fully paid ordinary shares, and 150,000 redeemable ordinary shares payable to $0.01 and held on

trust by Life Pharmacy Trustee Company Limited on behalf of senior executive employees.

The 20 largest registered holders of quoted equity securities as at 31 May 2021 were as follows:

NameHolding%

LPL TRUSTEE LIMITED 45,935,821 32.09

CAPE HEALTHCARE LIMITED 45,840,983 32.02

JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C> 8,694,420 6.07

FNZ CUSTODIANS LIMITED 4,100,010 2.86

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT> 2,042,159 1.43

GANET INVESTMENTS LIMITED 1,627,979 1.14

CUSTODIAL SERVICES LIMITED <A/C 4> 1,626,906 1.14

PENINSULA INVESTMENT TRUST LIMITED <PENINSULA INVESTMENT A/C> 1,510,000 1.05

HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90> 1,351,629 0.94

JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED CLIENTS ACCT - NZCSD

<CHAM24> 1,127,396 0.79

THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE <THOMAS & CAROLYN LAI

FAMILY A/C> 994,985 0.70

FRANCES ANN VUKSICH & WALTER MICK GEORGE YOVICH <MARK & FRANCES

FAMILY A/C> 875,000 0.61

ELIZABETH ANN MCAULAY 687,022 0.48

JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN

<BEGOVIC FAMILY A/C> 560,000 0.39

FNZ CUSTODIANS LIMITED <DRP NZ A/C> 543,005 0.38

PIERRE GORDON PIERCE COTTER 537,050 0.38

JANE STEWART DUNN 500,000 0.35

WAIRAHI INVESTMENTS LIMITED 500,000 0.35

ARTHUR HECTOR MCAULAY 437,060 0.31

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY> 383,042 0.27

Shareholder information

74
| GREEN CROSS HEALTH

Shares and shareholding (continued)

Substantial security holders

The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the

Financial Markets Authority Act 2013:

NameHolding%

LPL TRUSTEE LIMITED45,935,821 32.09

CAPE HEALTHCARE LIMITED 45,840,983 32.02

WILTON ASSET MANAGEMENT LTD


8,175,946 5.99

Shareholding spread

Green Cross Health Limited’s shareholding spread as at 31 May 2021 is as follows:

Size of holdingHolders%Securities%

1-99935819.68 162,651 0.11

1,000 - 9,99993651.46 3,179,180 2.22

10,000 - 99,99946025.29 12,894,537 9.01

100,000 - 499,999472.58 7,862,026 5.49

500,000 - 999,99980.44 5,197,062 3.63

1,000,000 and over100.55 113,857,303 79.54

Total1,819100.00 143,152,759 100.00

Annual Report 2021 |
75

Registered office

Green Cross Health Limited

Millennium Centre

Ground Floor, Building B

602 Great South Road

Ellerslie, Auckland 1051

Telephone: +64 9 571 9080

Board

J A Bagnall

Non-Executive Director

J B Bolland

Non-Executive Director

K Ellis

Independent Chair

P M Merton

Non-Executive Director

K A Orr

Independent Director

C M Steele

Independent Director

P J Williams

Non-Executive Director

Officers

Rachael Newfield Group CEO

Ben Doshi Group CFO / Company Secretary

Auditor

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland Central

Auckland 1010

Bankers

Bank of New Zealand

80 Queen Street

Auckland Central

Auckland 1010

Websites

www.greencrosshealth.co.nz

www.access.org.nz

www.lifepharmacy.co.nz

www.livingrewards.co.nz

www.thedoctors.co.nz

www.unichem.co.nz

www.housecall.co.nz

Investor relations

For investor relations enquiries:

Phone: +64 9 571 9088

Email: investor.relations@gxh.co.nz

Share registrar

Computershare Investor

Services Limited

Private Bag 92119

Auckland 1142

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Managing your

shareholding online:

To change your address, update

your payment instructions and

to view your registered details

including transactions, please visit:

www.investorcentre.com

General enquiries can be

directed to:

enquiry@computershare.co.nz

Phone: +64 9 488 8700

Facsimile: + 64 9 488 8787

Please assist our registrar by

quoting your CSN

or shareholder number.

Company directory

Green Cross Health Ltd
Millennium Centre

Ground Floor, Building B

602 Great South Road

Ellerslie, Auckland 1051

207899

Private Bag 11906

Ellerslie, Auckland 1542

www.greencrosshealth.co.nz

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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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