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Spark New Zealand Limited H2 FY21 Results

Full Year Results17 August 2021SPKCommunication Services

Spark New Zealand Limited
ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



MARKET RELEASE

18 August 2021


Spark New Zealand delivers to guidance despite ongoing

Covid-19 disruption, in first year of new strategy


• Top-line revenue decline driven by the loss of roaming revenues

• Strong underlying performance in mobile and cloud, security, and service management revenues

• Delivered FY21 EBITDAI

1

growth at the top end of the guidance range through disciplined cost management

• NPAT

2

decline driven by higher depreciation and amortisation costs and increase in tax expense

• Declared FY21 dividend of 25 cents per share, 100% imputed, supported by resilient free cash flow

• Accelerated 5G rollout and datacentre capacity expansion mark a significant investment into New Zealand’s

connectivity and resilience


Spark New Zealand (Spark) today announced that resilient revenues and disciplined cost reduction had

delivered EBITDAI growth of 1% to $1,124 million, towards the top end of the guidance range.


The loss of $38 million in roaming revenues led to a revenue decline of 0.8% to $3,593 million, masking a

strong underlying performance in mobile and cloud, security, and service management.


Mobile service revenue grew 0.5%, or 4.3% when adjusting for the impact of roaming, while mobile service

revenue market share grew 1.1 percentage points to 41.5%. Cloud, security, and service management revenue

grew 5.5%, as businesses continued to digitise.


The broadband market remained challenging, with continued competitive pressure and slower overall market

growth leading to a revenue decline of 1.5%. Wireless broadband growth was below target, however

momentum picked up in the final quarter with Spark finishing the year with connection growth of 19,000.


Spark New Zealand Chair Justine Smyth said: “The New Zealand economic recovery has been stronger than

expected, but with recent travel bubble pauses, uncertainty remains. Closed international borders continue to

impact Spark through the loss of roaming revenues, lower overall growth in some markets, and talent scarcity

within the technology sector.


“In this context, we’re pleased with the strong underlying growth we are experiencing in our core markets, and

in Spark’s ability to adapt at pace and execute disciplined cost management to deliver EBITDAI growth. This

resilience in customer demand for our core services has supported free cash flow and enabled us to maintain

the total FY21 dividend at 25 cents per share for our shareholders.”


NPAT declined by $36 million, or 8.6%, primarily driven by higher depreciation and amortisation costs due to

the shift to shorter asset lives and increased customer and commercial lease activity, as well as a $21 million

increase in tax expense as Spark cycles the one-off decrease in FY20

3

.


While the loss of roaming negatively impacted free cash flow, disciplined cost and capital management

mitigated the majority of the impact, with Spark generating $433 million of free cash flow

4

for the year.


Spark announced an H2 FY21 dividend per share of 12.5 cents, bringing the total FY21 dividend to 25 cents

per share, 100% imputed. Spark will continue to operate the Dividend Re-investment Plan for H2 FY21

5

.


1

Earnings before finance income and expense, income tax, depreciation, amortisation, and net investment income (EBITDAI) is a non-Generally Accepted Accounting

Practice performance measure that is defined and reconciled to net earnings in Spark New Zealand’s Financial Statements

2

Prior year net earnings have been restated to reflect a reduction in net earnings of $7 million for the amortisation of reacquired rights that were previously regarded as

indefinite life and therefore not amortised

3

A one-off decrease in tax expense was recorded in FY20 for depreciation allowances being reintroduced for commercial building structures, plus a higher proportion

of non-taxable gains

4

Spark’s free cash flow is defined as underlying free cash flow plus movements in working capital. This excludes dividends from Southern Cross; proceeds from asset

sales; payments for business acquisitions; and payments for mobile spectrum

5

Shares issued under the DRP will be issued at prevailing market price as determined around the time of issue.


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



CEO Jolie Hodson said Spark was already seeing progress against its strategy translate into improved

customer experiences and growth in the market.


“We are simplifying our business to make it easier for our customers to interact with Spark. The number of

customer journeys completed digitally increased 32%

6

during the year, and we retired 210, or 30%, of our

legacy mobile and broadband plans.


“A key enabler of better customer experiences is having a deep understanding of what our customers need,

and when they need it, and we finished FY21 with a robust data capability that is providing us with that insight –

increasing our marketing efficiency by 16%.”


Spark continued to invest in the infrastructure underpinning its products and services during the year, with 5G

wireless broadband and mobile services launching in nine locations, rural connectivity expanding, and

improved automation and resilience of the optical transport network.


With the first phase of the Company’s infrastructure asset review complete, further significant infrastructure

investments are planned for FY22.


Jolie continued: “We have a clear view of the infrastructure assets that are currently critical to our competitive

advantage and resilience, and that we want to invest in – including the ‘active

7

’ components of our mobile

network, multi-access edge compute

8

, our critical network exchanges, and datacentre capacity.


“We have today announced an additional $35 million investment to accelerate our 5G rollout, bringing our total

investment in mobile connectivity to $125 million in FY22 and supporting us to deliver 90% population coverage

by the end of calendar year 2023, assuming the necessary spectrum is made available by the Government.


“We will be upgrading our Mayoral Drive exchange and intend to invest in approximately 10MW additional

capacity at our Takanini datacentre – which will make it the largest in New Zealand once completed. We are in

advanced negotiations to contract at least 60% of this capacity.”


The infrastructure review also identified assets that can be shared, such as the ‘passive

7

’ components of

Spark’s mobile network and fibre. Spark is actively exploring shared ownership models; however, discussions

are ongoing and there is no certainty that any transaction will proceed.


Spark continued to grow its position in future markets, with Spark Health supporting the digitisation of the

healthcare sector and delivering cloud, telecommunications, and collaboration revenue growth of 10.6%. IoT

connections grew to over 450,000, an increase of 83%, and Spark Sport delivered its first cricket season in

partnership with NZ Cricket, with 99.9% platform availability and positive reception to the new production

format.


Jolie pointed to the strength of Spark’s people in delivering the results: “We have a talented and passionate

team at Spark, and I am particularly proud of the progress we made building a high-performing and inclusive

culture during the year. We have invested significantly in learning and development to build a culture of

innovation and growth, we have grown engagement 10 points

9

, and we have made solid progress towards our

40/40/20 gender target – with 42% of senior roles outside the Board and Leadership Squad now held by

women.


“We continue to focus on how we can support the growth of the digital economy in New Zealand, which will be

a critical enabler of productivity and progress in a ‘Covid-normal’ world. We are investing in critical

infrastructure, working to build digital skills locally, including the digitisation of small businesses, helping to

improve digital equity, and supporting the establishment of a digital trust framework.”





6

Across sales and plan changes

7

Active assets include anything in the core network, as well as the radio equipment that creates the mobile network, including the antennas and their connection back to the core network. Passive

assets include the physical towers that support the active equipment, including standalone lattice towers, rooftops, and lamppost towers.

8

Multi-access edge compute reduces the physical distance from an end user to compute and networking service, reducing latency, and supporting new use cases that require real-time

performance to work e.g. cloud gaming

9

eNPS grew +10 from FY20 to 76


Spark New Zealand Limited

ARBN 050 611 277 Spark City, 167 Victoria Street West, Private Bag 92028, Auckland, New Zealand



Authorised by:

Al astair White

GM Capital Markets


- ENDS –


Media queries: Investor queries:

Lucy Fullarton Chante Mueller

Corporate Relations Lead Partner Head of Investor Relations

+64 (0) 21 070 6197 +64 (0) 27 469 3062

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)





Results for announcement to the market

Name of issuer Spark New Zealand Limited

Reporting Period 12 months to 30 June 2021

Previous Reporting Period 12 months to 30 June 2020

Currency NZD – New Zealand Dollar

Amount (000s) Percentage change

Revenue from continuing

operations

$3,593,000 -0.8%

Total Revenue $3,593,000 -0.8%

Net profit/(loss) from

continuing operations

$384,000 -8.6%

Total net profit/(loss) $384,000 -8.6%

Final Dividend

Amount per Quoted Equity

Security

NZD$0.12500000 (comprised only of an ordinary dividend)

Imputed amount per Quoted

Equity Security

NZD$0.04861111

Record Date 17 September 2021

Dividend Payment Date 1 October 2021


Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

As at 30 June 2021

NZD$0.34

As at 30 June 2020

NZD$0.34

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Movements from the prior year are compared to restated

amounts for the 12 months ended 30 June 2020 following the

reassessment of useful lives of reacquired rights. The prior

comparable period for net tangible assets per Quoted Equity

Security is also based on restated amounts following the

reclassification of work in progress.


The change in Spark’s earnings before finance income and

expense, income tax, depreciation, amortisation and net

investment income (EBITDAI) is provided in the addendum.

Authority for this announcement

Name of person


authorised

to make this announcement

Stefan Knight, Finance Director (CFO)

Contact person for this

announcement

Chante Mueller, Head of Investor Relations

Contact phone number +64 (0) 27 469 3062
Contact email address investor-info@spark.co.nz

Date of release through MAP


18 August 2021


Audited financial statements accompany this announcement.


Addendum:


Amount (000s) Percentage

change

Earnings before finance income and expense, income tax,

depreciation, amortisation and net investment income

(EBITDAI)

NZD$1,124,000 1.0%

---

Distribution Notice






Section 1: Issuer information

Name of issuer Spark New Zealand Limited

Financial product name/description Ordinary shares

NZX ticker code SPK

ISIN (If unknown, check on NZX

website)

NZ TELE0001S4

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies Yes

Record date 17 September 2021

Ex-Date (one business day before the

Record Date)

16 September 2021

Payment date (and allotment date for

DRP)

1 October 2021 AUST & NZ;

15 October 2021 USA

Total monies associated with the

distribution

NZD $233,390,637

(1,867,125,093 shares @ $0.125 per share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution NZD$0.17361111

Gross taxable amount NZD$0.17361111

Total cash distribution NZD$0.12500000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount NZD$0.02205882

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

28%

Imputation tax credits per financial

product

NZD$0.04861111

Resident Withholding Tax per

financial product

NZD$0.00868056

Section 4: Distribution re-investment plan
DRP % discount (if any)

0%

Start date and end date for

determining market price for DRP

16 September 2021 22 September 2021

Date strike price to be announced (if

not available at this time)

23 September 2021

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

20 September 2021

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Stefan Knight, Finance Director (CFO)

Contact person for this

announcement

Chante Mueller, Head of Investor Relations

Contact phone number +64 (0) 27 469 3062

Contact email address investor-info@spark.co.nz

Date of release through MAP


18 August 2021

---

Moving forward
Spark Annual Report 2021

WHAKAMUA

WHAKAAHU

Look around you.
A lot has changed.

The pandemic is still about and we’re not

out of the woods yet, but we’re looking

forward to what lies ahead. It hasn’t been

easy, but we’ve learned to adapt to

rapidly changing alert levels, and with the

vaccine rollout underway, there is change

on the horizon.

Covid-19 has accelerated new ways of

working, learning, connecting, and the role

technology plays in our lives. As we face

into the greatest challenge of our

generation, climate change, we will need to

harness the power of technology to solve

new problems and do things differently.

Both Covid-19 and climate change bring

the need for transformative, system-wide

change across New Zealand, and bold,

decisive action – so we can build back

better and accelerate our progress as a

nation. We’re ready to play our part to

create a low carbon, high-tech Aotearoa,

and a positive digital future for all.

1

Spark New Zealand Annual Report 2021

Whakaahu whakamua

FY21 highlights
Improved

digital

customer

experiences

leading to a 32%

increase in customer

journeys taken digitally

across sales and

plan changes.

Mobile

revenue

grew $23M

despite the loss of roaming

revenues. Pay monthly

mobile connections grew

by 56,000.

5G rollout

moving

at pace

with 5G wireless

broadband and mobile

services now available

in nine locations,

including Auckland,

Hamilton, Christchurch,

Dunedin, and

Palmerston North.

Cloud,

security,

& service

management

revenue

grew $23m

as we supported

businesses to digitise

and transform.

2

Spark New Zealand Annual Report 2021

FY21 highlights

Set a verified
science-

based

emissions

reduction

target

to support global

climate change action.

Employee

engagement

up 10 points

with our eNPS at +76.

IoT

connections

grew 83%

to over 450,000, with the

launch of our Innovation

Studio driving the adoption

of new technologies.

Skinny Jump

connections

grew 58%

to 15,121, helping to lift

digital equity by

connecting those in need.

3

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Contents
Whakaahu whakamua

About this report

5

How we create value

6

Spark’s operations

8

Spark performance snapshot FY21

9

Chair and CEO review

10

Our strategy

14

Our performance

16

Creating value for our customers

20

Creating value through our network & technology

28

Creating value with our people

32

Creating value for our environment

38

Creating value for our communities

42

Our Board

46

Our Leadership Squad

50

Our governance and risk management

52

Our suppliers

57

Leadership and Board remuneration

58

Financial statements

Financial statements

62

Notes to the financial statements

66

Independent auditor's report

105

Other information

Corporate governance disclosures

109

Spark managing risk framework roles and responsibilities

118

Stakeholder engagement

119

Global Reporting Initiative (GRI) content index

120

Glossary

123

Contact details

124

4

Spark New Zealand Annual Report 2021

Contents

About this report
We have evolved our approach to reporting over the past three years to

show an integrated view of our performance across financial and

non-financial measures.

• Our 2019 Annual Report combined our financial statements with

non-financial performance measures, adopting the Global Reporting

Initiative (GRI) Standards, the most widely used global sustainability

reporting standard.

• Our 2020 Annual Report also adopted the International <IR>

Framework for integrated reporting. Integrated reporting considers

the creation of value over the short, medium, and long term, thinking

holistically about the resources and relationships the organisation

uses or affects, and the dependencies and trade-offs between them

as value is created.

• This 2021 report is prepared in accordance with the International

<IR> Framework and with the GRI Core Option. It also incorporates

climate risk disclosure aligned to the recommendations of the Task

Force on Climate-related Financial Disclosures (TCFD).

We have not sought external assurance over the non-financial information

in this report. We intend to adopt external assurance of our key

sustainability measures, including our emissions reporting, in FY22.

This report covers the activities of Spark New Zealand Limited and its

subsidiaries. The report is for the period 1 July 2020 to 30 June 2021.

This report is dated 18 August 2021 and is signed on behalf of the Board

of Spark New Zealand Limited by Justine Smyth, Chair and Charles Sitch,

Chair Audit and Risk Management Committee.

Justine Smyth, CNZM

Chair

Charles Sitch

Chair Audit and Risk

Management Committee

Our Te Korowai Tupu

Strategy

Te Korowai Tupu (our Māori Strategy) is

about finding the shared space between

Te Ao Māori and the corporate world.

In this spirit of partnership, threads of

Te Korowai Tupu have been woven

throughout this report and content

relating to this strategy has been

highlighted using the Kora Aotearoa

(Spark New Zealand) logo.

Relates to

Te Korowai Tupu

Key dates

Annual Meeting 05 November 2021

FY22 half-year results announcement 23 February 2022

FY22 year-end results announcement 17 August 2022

5

Whakaahu whakamua

Spark New Zealand Annual Report 2021

98
Connections matterSpark New Zealand Annual Report 2020

Spark New Zealand Annual Report 2020

How we create value

How we create value

WHAT WE RELY ON

OUR BUSINESS MODEL

Āwhinatia ngā tāngata katoa o Aotearoa kia

matomato te tipu i te ao matihiko.

TO HELP

WIN BIG

IN A DIGITAL WORLD

Our Values

Whakamana, We Empower

Matomato, We Succeed Together

Tūhono, We Connect

Māia, We are Bold

Our customers

Social capital


Consumers and organisations that are

enabled by our products and services

Financial capital

Financial capital

Equity, debt and cash generated

through our operations

Our network

and technology

Manufactured + intellectual capital

Our mobile sites, data networks, systems,

processes and digital services capability

Our people

Human + intellectual capital

Engaged, adaptive and inclusive teams

that are the heart of our business

Our environment

Natural capital

Energy, materials and impacts

of our operations

Our communities

Social + human capital

Our communities around New Zealand and the

communities across our global supply chain

A culture that

develops and

empowers

our people

Our Purpose

6

Spark New Zealand Annual Report 2021

How we create value

OUTPUTS FY21
Enhanced network

and technology

• 40% increase in wireless broadband traffic

• 10% increase in mobile calling at peak

• 5G rolling out at pace

See page 28

Supporting our customers’ own business models

and their value creation for New Zealand

Connected customers

• 2,421 million mobile connections

• 701,000 broadband connections

• Increase in customer interaction Net Promoter Score

See page 21

Financial returns

• $3,593 million operating revenues and other gains

• $384 million net earnings

• 25 cents per share dividend

See page 16

Engaged and inclusive teams

• Positive growth in employee

Net Promoter Score to +76

• 50/50 gender split on Leadership Squad and

57% female and 43% male on the Board

• 42% women in senior leadership roles

• Investment in training

See page 32

Environmental impact

• Net emissions 25.9 kilotonnes CO

2

-e

• 638 tonnes e-waste recovered

• 28,715 mobiles recycled

See page 38

Supported communities

• Skinny Jump reaching 15,121

high-need households

• 445 connections under the Digital

Marae Initiative

See page 42

98

Connections matterSpark New Zealand Annual Report 2020

Spark New Zealand Annual Report 2020

How we create value

98

Connections matterSpark New Zealand Annual Report 2020

Spark New Zealand Annual Report 2020

How we create value

Providing leading

products and

services that

connect and enable

New Zealanders

Innovation to create

value for Spark and

our customers

Investment in

resilient, adaptable

infrastructure for

New Zealand’s future

OUTCOMES

7

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Fibre Transport Network
Data Centres

Earth Station Satellite Link

Corporate Offices

Tasman Global Access Cable

Connections to Australia

Connection to USA

Southern Cross Cable

Spark is New Zealand’s largest telecommunications and

digital services company. Our customers range from

consumers and households to small businesses, government,

and large enterprises. Across all our services – mobile,

broadband, cloud services, digital services, and entertainment

– we have relevance for almost every New Zealander.

In addition to our Spark brand, we operate

the following brands and businesses

ConsumerBusinessOther brandsGrowth markets

Spark’s operations

98%

of New Zealanders

reached by our

4G network

1,500

mobile sites

supporting more

than 2.4 million

mobile

connections

67

retail

stores

24

regional

business hubs

5,083

1

employees

18

datacentres

701,000

broadband

connections

1. Total headcount including full-time,

part-time and fixed-term employees.

8

Spark New Zealand Annual Report 2021

Spark’s operations

1 Earnings before finance income and expense, income tax,
depreciation, amortisation and net investment income

(EBITDAI) and capital expenditure are non-Generally

Accepted Accounting Practice (non-GAAP) measures. These

measures are defined and reconciled in note 2.5 of the

financial statements. Capital expenditure excludes spectrum

additions of $51 million and $3 million of finance lease

receivable assets being reclassified to property, plant and

equipment due to lease terminations.

2 Prior year net earnings have been restated to reflect a

reduction in net earnings of $7 million for the amortisation of

reacquired rights that were previously regarded as indefinite

life and therefore not amortised.

3 Interaction Net Promoter Score, a measure of customer

engagement.

4 FY20 iNPS has been restated to +22 as detailed on page 58.

5 Employee Net Promoter Score, a measure of employee

engagement.

Spark performance snapshot FY21

Operating revenues

and other gains

$3,593m

0.8%

EBITDAI

1

$1,124m

1.0%

Net earnings

$384m

8.6%

2


Mobile revenue

$1,311m

1.8%

Broadband revenue

$670m

1.5%

Cloud security and service

management revenue

$443m

5.5%

Voice revenue

$308m

20.2%

Capital expenditure

1

$354m

5.3%


Employee NPS

5

+76

10 point s

Consumer and

small business iNPS

3

+23

1 point

4

9

Whakaahu whakamua

Spark New Zealand Annual Report 2021

While significant uncertainty remains as a
result of Covid-19, overall, the New Zealand

economy fared better than expected.

Unemployment remains low and GDP is

back in growth. We recognise however that

some sectors have been more impacted than

others and recent pauses to the trans-Tasman

bubble have demonstrated how quickly our

situation can change.

For Spark, the impacts of Covid-19 on our

business persist in some areas. Sustained

border closures continue to impact roaming

revenues and have contributed to lower

overall growth in the broadband and

prepaid markets.

Reduced migration has also contributed to

labour shortages within the technology

sector. We are working collaboratively with

industry groups and tertiary institutions to

create pathways to employment that will help

meet our demand in the future, but we

anticipate the pressure to remain in the

short-term.

Within this context, our purpose – Āwhinatia

ngā tangata katoa o Aotearoa, kia matomato

te tipu i te ao matihiko – to help all of

New Zealand win big in a digital world – is

more important than ever before as the shift

from physical to digital accelerates.

We have continued to create a culture of

inclusion and invested in the development

and wellbeing of our people. This has grown

engagement, with our eNPS increasing 10

points to +76.

Over the past year Spark embarked on its new three-year

strategy, with a clear focus on building the core capabilities

that will fuel our growth in our established markets and those

of the future.

Tēnā koutou

Chair and CEO review

Justine Smyth, Chair (right) and

Jolie Hodson, Chief Executive (left)

Moving forward

10

Spark New Zealand Annual Report 2021

Chair and CEO review

With a high-performing and highly engaged
team, and a common purpose, we have been

able to maintain our momentum in key

markets and adapt at pace to our changing

competitive landscape – delivering EBITDAI

growth towards the top end of our

guidance range.

Our FY21 performance

The loss of $38 million in roaming revenues

led to a revenue decline of 0.8% to $3,593

million, masking a strong underlying

performance in mobile and cloud, security,

and service management.

Mobile service revenue grew 0.5%, or 4.3%

when adjusting for the impact of roaming,

while mobile service revenue market share

grew 1.1 percentage points to 41.5%.

Our cloud, security, and service

management revenue grew 5.5%, with

demand increasing from businesses looking

to digitise and transform. We were proud to

support our customers and stand behind

some of the most important events and

services New Zealanders relied on this year –

including Whakarongorau Aotearoa’s

Covid-19 hotline, the digital delivery of APEC,

and the Marae Digital Connectivity Initiative.

In broadband our revenue declined 1.5% in a

market that remains highly competitive, with

continued pricing pressure and lower overall

market growth. Our wireless broadband

performance was below target; however,

momentum picked up in the final quarter and

we finished the year with connection growth

of 19,000. With a focus on maintaining our

base, we remain the number one broadband

provider in the market.

We continue to grow our position in future

markets. Spark Health is supporting the

digital transformation of the New Zealand

healthcare sector, and delivered cloud,

telecommunications, and collaboration

revenue growth of 10.6% during the year.

We grew our IoT connections to over 450,000

– an increase of 83% – and Spark Sport

delivered its first cricket season in partnership

with New Zealand Cricket, with 99.9%

platform availability and widespread positive

reception to our production.

In FY22 we have an ambition to return to

revenue growth through continued strong

performance in established markets and

accelerating growth in future markets.

Operating expenses decreased $41 million,

or 1.6%, due to our cost out programme,

lower bad debt expense as the economy

recovered faster than anticipated, lower

marketing expenses, and reduced

travel costs.

With our long-term focus on disciplined cost

reduction, EBITDAI grew 1% to $1,124 million,

towards the top end of the guidance range.

NPAT declined by $36 million, or 8.6%,

primarily driven by higher depreciation and

amortisation costs due to the shift to shorter

asset lives and increased customer and

commercial lease activity, as well as a $21

million increase in tax expense as we cycle

through the one-off decrease experienced in

FY20 when depreciation allowances were

reintroduced for commercial building

structures.

With resilient customer demand for our core

services during ongoing Covid-19

uncertainty, we generated $433 million of

free cash flow, which supported a total FY21

dividend at 25 cents per share, 100%

imputed, for our shareholders.

Delivering the highest

value from our

infrastructure assets

At our half year results we announced a

review of our infrastructure assets to drive

greater capital efficiency, increased

resilience, and better experiences for

our customers.

We have completed the first phase of this

review, and now have a clear view of the

infrastructure assets that are currently

important for competitive advantage and

resilience, that we want to invest in. These

include the ‘active’ components of our

mobile network, multi-access edge compute,

our critical network exchanges, and

datacentre capacity.

We have announced an additional $35

million investment to accelerate our 5G

rollout, bringing our total investment in

mobile connectivity to $125 million in FY22

and supporting us to deliver 90% population

coverage by the end of calendar year 2023,

assuming the necessary spectrum is

made available.

We will be upgrading our Mayoral Drive

exchange and intend to invest in

approximately 10MW of additional capacity

at our Takanini datacentre – which will make it

the largest in New Zealand once completed.

We are in advanced negotiations to contract

at least 60% of this capacity.

For assets that can be shared, such as the

‘passive’ components of our mobile network

and fibre, we are actively exploring shared

$1,124M

EBITDAI grew 1% to $1,124

million, towards the top end of the

guidance range

41.5%

Mobile service revenue

market share up 1.1

percentage points to 41.5%

11

Whakaahu whakamua

Spark New Zealand Annual Report 2021

ownership models; however, discussions are
ongoing and there is no certainty that any

transaction will proceed.

Clear progress against our

strategy

We are now a year into our three-year

strategy to FY23, and we are already seeing

our progress against our core capabilities

translate into better experiences for our

customers and growth in the market.

We are a simpler business than a year ago,

with the number of customer journeys

completed digitally across sales and plan

changes increasing 32% and 210 legacy

mobile and broadband plans now retired. A

key enabler of better customer experiences is

having a deep understanding of what our

customers need, and when they need it, and

we finished FY21 with a robust data capability

that is providing us with that insight –

increasing our marketing efficiency by 16%.

We continued our 5G rollout at pace, with

services for both wireless broadband and

mobile now live in nine locations, including

major centres such as Auckland, Christchurch,

Dunedin, and Hamilton.

We have made significant progress creating a

culture of belonging where our people lean

into challenges, champion the customer, and

adapt at pace. Alongside engagement we

grew our Agile maturity, with 86% of squads

with a measure greater than 3.5 out of 5. To

further fuel our Agility, we have focused on

building a culture of innovation, and

opportunities for progression through

comprehensive learning experiences.

The health and safety of our people is always

a priority. No Spark employees or contractors

suffered serious injury or death over the year,

and our TRIFR

1

was 3.69 for FY21, compared

to 4.11 in FY20. The external review of our

health and safety performance by IMPAC

demonstrated good progress against our

Gold Standards.

We continued to embed diversity and

inclusion into our business. We have been

intentional in weaving Te Korowai Tupu, our

Māori Strategy, throughout our business, and

our people continue to embrace our Blue

Heart Kaupapa, to celebrate diversity. We

have made strong progress against our

40/40/20 gender target – with 42% of senior

roles outside our Board and Leadership

Squad now held by women.

Our median pay gap has increased slightly to

our FY19 starting position of -28%, compared

to -26% in FY20. The driver of this difference

is the makeup of New Zealand’s technology

sector, which has a significantly higher

proportion of men than women, and this

challenge was exacerbated in recent years as

talent scarcity increased. This will be a focus

in FY22.

Supporting the growth of

Aotearoa's digital economy

Covid-19 continued to highlight the critical

importance of the digital economy in

Aotearoa.

Modernising our economy and making better

use of technology to grow productivity and

transition our workforce to smarter ways of

working will deliver clear and compelling

benefits. We believe we should be focusing

on four key areas – smart infrastructure

investments; helping to build digital skills

within New Zealand, including through the

digitisation of small businesses; taking

meaningful steps towards digital equity; and

establishing a digital trust framework.

We launched a new Innovation Studio in

Auckland to showcase use cases for

emerging technologies like 5G and IoT,

supporting Kiwi businesses to bridge the

gap between understanding and action and

harness technology to adapt, transform,

and grow.

We joined the Digital Boost Alliance – a

collaboration between the Ministry of

Business, Innovation and Employment (MBIE)

and private sector organisations – to

accelerate the use of digital business tools and

new technologies by small businesses across

the country.

Our subsidiary MATTR is leading the

conversation on digital trust in Aotearoa and

globally and making a significant contribution

to the global mahi on the next generation of

internet standards.

And through the work of the Spark

Foundation, we continue to champion digital

equity by focusing on digital access, digital

skills and pathways, and digital wellbeing.

We grew connections to our not-for-profit

wireless broadband product, Skinny Jump,

to 15,121 – a 58% increase on FY20.

Supporting Aotearoa’s

climate change ambitions

We have matured our approach to

sustainability in FY21 and continue to improve

our environmental, social, and governance

performance.

We undertook a significant programme of

work to establish and verify an emissions

reduction target through the Science Based

Target initiative (SBTi). This ensures we are

supporting global efforts to keep warming

below 1.5 degrees. We commit to reduce our

absolute Scope 1 and 2 GHG emissions by

56% by FY30, from a FY20 base year, and will

focus on our supply chain to ensure that at

least 70% of our suppliers by spend for

purchased goods and services and capital

goods have science-based targets in place

by FY26.

Chair and CEO review

1 Total Recordable Incident Frequency Rate.

12

Spark New Zealand Annual Report 2021

Chair and CEO review

This is an ambitious target, but achievable
over time. We expect to see efficiency gains

as we decommission legacy equipment such

as the PSTN, shift to electric vehicles, and

optimise our office footprint, which will be

offset by the rollout of our 5G network,

expanded datacentre operations and

investment in our core infrastructure.

Electricity accounts for over 80% of our

emissions and we are therefore highly reliant

on the decarbonisation of the national grid.

As is the case for our peers both locally and

globally, the transition to renewable electricity

production is critical to our ability to meet our

reduction target.

Thank you

We are both personally very proud of how

Spark has responded to another unique and

challenging year. This would not have been

possible without the dedication and hard

work of our people and the support of our

customers, suppliers, and partners – and of

course our shareholders.

Spark is an enabling business, which means

our success is measured in the success of

others. We will grow by helping our

customers do what they do best. In the

coming year, as New Zealand looks to rebuild

and transform our economy, we have an

opportunity to accelerate into what we know

will be an increasingly digital future. We are

ready to move forward and support

New Zealand to build back better.

Noho ora mai

Justine Smyth, CNZM

Chair

Jolie Hodson

Chief Executive

13

Whakaahu whakamua

Spark New Zealand Annual Report 2021

14
Spark New Zealand Annual Report 2021

Our strategy

Our strategy

During the year we launched our three-year

strategy, which sets out our ambitions for

FY23 and how we will grow in our

established markets of wireless, broadband,

and cloud, and accelerate in the markets that

we intend to be a bigger part of our business

in the future – including digital health, IoT,

and sport.

SPARK’S

PLAN ON A PAGE

Our strategy identifies four world-class

capabilities that will give us a sustainable

competitive advantage:

1. Simple intuitive customer

experiences

We will offer customers a simple range of

modular products, and customer interactions

with Spark that “just work”. Our customer

journeys and internal processes will be

simple, intuitive, and primarily digital.

2. Deep customer insights

We will offer customers the right products at

the right time, by using data to drive our

decision-making.

3. Automated smart

network

Working towards our ambition of

unconstrained capacity across high quality

and low latency networks, supporting the

growing demand for data from

our customers.

4. Growth Mindsets

Our people will lean into challenges,

champion the customer, and adapt at pace.

Our ambition for FY23:

• A primarily wireless business, with

approximately 80% of our customer

relationships on wireless technology

(across mobile and broadband).

• ‘Digitally native’ – meaning our

customers will predominantly choose

digital channels and we will deliver the

same consistent experience no matter

how they choose to engage with us.

• A leading cloud provider, with expertise

in on-shore and off-shore cloud

platforms, experience in helping large

organisations migrate sizeable

workloads successfully, expert in-

country support and service desk

capabilities, and ongoing digital

transformation consultation services.

• Delivering unconstrained capacity

across high quality and low latency

networks, with 5G and IoT

deployed nationwide.

• A top decile, inclusive culture, where all

our people feel they can bring their full

selves to work each day.

A positive digital future for all of New Zealand
15

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Our 3 Year Goals

• Brand Strength

• Improve Customer

Engagement (iNPS)

• Grow Employee

Engagement (eNPS)

• Sustainable Free Cash Flow

Growth and Top Decile TSR

• Best Cost

• Lift Digital Equity

Our Values

• Whakamana, We Empower

• Matomato,

We Succeed Together

• Tūhono, We Connect

• Māia, We are Bold

Our Strategic Pillars

• World Class Capabilities

and Culture

• Grow Established Markets

• Accelerate Future Markets

• A Positive Digital Future

for all of NZ

Āwhinatia ngā tangata katoa o Aotearoa kia

matomato te tipu i te ao matihiko.

Our Purpose

Our strategy includes our commitment to

sustainability, and improving our

environmental, social, and governance

performance. Our ambition is to create

A positive digital future for all of New Zealand,

with clear focus areas outlined in our

Sustainability Framework and Māori Strategy.

Spark’s Sustainability Framework

Our Sustainability Framework guides how we

will harness the power of technology to

create a positive digital future for all of New

Zealand. We will do this by ensuring that we

are environmentally, financially, and socially

sustainable ourselves; doing our part to help

New Zealand transform to a high-productivity,

low-carbon economy; and by championing

digital equity.

Spark’s Māori Strategy

Te Korowai Tupu o Kora Aotearoa (the

cloak of growth of Spark New Zealand) is

inspired, driven, and led by kawa

(protocol), tikanga (process), and

kaupapa Māori. It takes the threads of a

tangata whenua world view that can be

woven across Kora Aotearoa – into our

strategic pillars, business strategies, Spark

values and shared Māori values to

embrace the physical and spiritual nature

of te ao Māori.

Our performance
1 EBITDAI is a non-Generally Accepted Accounting Practice (non-GAAP) measure

and is not comparable to the New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) measures. This measure is defined in

note 2.5 of the financial statements.

2 Endless plans are Spark’s mobile plans with unlimited calling minutes, unlimited

SMS and an allowance of data to use at the maximum available speed, after

which they are able to continue using mobile data but at a reduced speed.

Operating revenues and other gains

• Mobile revenue growth of $23 million, or 1.8%, has been

driven by non-service revenue which has increased by

$19 million, or 4.3%, due to increased handset and

accessories revenue. Service revenue has increased by

$4 million, or 0.5%, due to pay monthly connection growth

and existing customers transferring to our Endless plans

2

.

These were largely offset by declines in outbound roaming

revenue of $31 million due to ongoing Covid-19 travel

restrictions and border closures. Additionally, included in

non-service revenue was a decline of $7 million in inbound

roaming revenue.

• Cloud, security and service management revenue growth of

$23 million, or 5.5%, was driven largely by strong growth in

annuity revenues and service management revenues.

• Voice revenues declined due to a combination of continued

connection losses as voice becomes a smaller part of the

business, lower voice usage of existing customers, and

non-recurring refunds of $16 million for historic wire

maintenance charges.

• Other gains of $28 million, down $7 million from FY20, were

mainly generated from the sale of mobile network

equipment and gains on lease modifications as we

renegotiated property leases.

$ MILLION

MOBILE

BROADBAND

VOICE

CLOUD, SECURITY

AND SERVICE

MANAGEMENT

PROCUREMENT

AND PARTNERS

MANAGED DATA,

NETWORKS

AND SERVICES

OTHER OPERATING

REVENUES AND

OTHER GAINS

FY21

FY20

400

600

800

1,000

1,200

1,400

200

0

$3,593m 0.8% year-on-year

EBITDAI

1

$1,124m

1.0%

16

Spark New Zealand Annual Report 2021

Our performance

300
325

350

375

400

425

450

475

500

525

550

1500

1550

1600

$ MILLION

PRODUCT

COSTS

LABOUROTHER

FY21

FY20

Operating expenses

• Product costs decreased by $4 million, driven by declines in

voice and in broadband as our wireless base grew. Other

product costs also fell as the prior year included costs for

Lightbox which has been divested. However these declines

were mostly offset by increased costs in mobile and cloud,

security and service management that supported our

revenue growth.

• Labour cost reduction of $20 million, or 3.9%, was due to a

combination of Spark needing fewer employees and

contractors, as services transition to digital and customers

can access an expanded range of self-service options.

• Other operating expenses decreased by $17 million, or

4.2%, due to lower bad debt expense as the predicted

economic impacts of Covid-19 were less than expected,

lower marketing expenses, and reduced travel costs. This

was partially offset by increased expenditure on direct

contractors for projects and increased repairs and

maintenance on cell towers.

$2,469m 1.6% year-on-year

Other

• Depreciation and amortisation was $13 million higher for

property, plant, and equipment and intangibles, reflecting

shorter asset lives, and $22 million higher for right-of-use

assets and leased customer equipment assets due to

increased customer lease activity and property leases.

• Net finance expense decreased by $11 million due to

lower interest rates on debt and lower interest expense on

leases modified or entered into in the year.

• Tax expense increased by $21 million largely due to one-off

decreases in tax expense recorded in the prior year for

depreciation allowances being reintroduced for

commercial building structures, plus a higher proportion of

non-taxable gains.

0

100

200

300

400

500

600

DEPRECIATION

AND AMORTISATION

NET FINANCE

EXPENSE

TAX

EXPENSE

$ MILLION

FY21

FY20

1 Prior year net earnings and earnings per share have been restated to reflect a

reduction in net earnings of $7 million for the amortisation of reacquired rights

that were previously regarded as indefinite life and therefore not amortised.

Net earnings

$384m

8.6%

1

Earnings per share

20.7cents

9.6%

1

Dividends per share

25.0cents

No change

17

Whakaahu whakamua

Spark New Zealand Annual Report 2021

800
820

840

860

880

900

920

$ MILLION

PAYMENTS FOR

INCOME TAX

FY20

RECEIPTS FROM

CUSTOMERS

RECEIPTS

FROM INTEREST

PAYMENTS FOR INTEREST

ON LEASED CUSTOMER

EQUIPMENT ASSETS

PAYMENTS FOR

INTEREST ON DEBT

PAYMENTS

FOR INTEREST

ON LEASES

PAYMENTS TO

SUPPLIERS AND

EMPLOYEES

FY21

Operating cash flows

$858m 5.0%

Cash flows

• Operating cash flows decreased by $45 million, with the

primary driver being a $48 million year-on-year increase in

tax payments due to an increase in provisional tax paid

during the period. Lower receipts from customers were

largely offset by lower payments to suppliers and employees

in line with movements in operating revenues and expenses

relative to last year.

• Investing cash outflows were $23 million lower than the prior

year due to fewer contributions to long-term investments.

• Financing cash outflows decreased by $42 million as a result

of lower payments for dividends due to uptake of the

dividend reinvestment plan, partially offset by net

repayments of debt, compared to net proceeds in the

prior year.

20212020

YEAR ENDED 30 JUNE$M$M

Net cash flows from operating activities858903

Net cash flows from investing activities(388)(411)

Net cash flows from financing activities(451)(493)

Net cash flows19(1)

18

Spark New Zealand Annual Report 2021

Our performance

1 Capital expenditure is a non-GAAP measure and is defined in note 2.5 of the
financial statements.

Key capital expenditure projects for the year included:

• Continued investment in Spark’s mobile core and radio

access network (RAN) delivering an uplift in network capacity

and coverage and, through the 5G rollout, faster home

wireless broadband and mobile speeds.

• IT systems investment included lifecycle investment and

licensing for internal IT systems, enhancements to products

and IT systems to improve the customer experience and

work to integrate the new enterprise resource planning

solution into Spark systems.

• Plant, fixed network and core sustain included investment in

the fibre build programme, Optical Transport Network

(OTN), fixed network broadband and Carrier Ethernet

expansions to meet customer demand for services and

traffic growth across the network, as well as various

investments in Spark-owned properties; FY21 also saw the

introduction of OTN 2.0, which provides more resilient

technology and significant capacity increases.

• Continued investment in the converged communication

network (CCN), advancing our exit of the legacy PSTN

network, will enable us to deliver IP-based voice services in

the future.

This excludes Spectrum additions of $51 million and $3 million

of property, plant and equipment additions from finance lease

receivable terminations.

$354m

Capital expenditure

1

Capital expenditure to operating revenues

9.9% (FY20 10.3%)

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19

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Creating value for
Our customers

As New Zealand’s largest

telecommunications and digital services

company, we have relevance for almost

every New Zealander. Our services span

mobile, broadband, IT and managed services

(including cloud services and security), and

sports streaming. Our customers are

individuals and households through to small

businesses, government agencies, and large

enterprises.

We want to support New Zealanders as our

country recovers from the impacts of

Covid-19 and transitions to a high-

productivity, low-carbon economy. We will

connect and empower our customers,

supporting them to become more productive

and sustainable through technology.

Customer experience

Over the course of FY21, we further

embedded our ‘Unified Frontline’ operating

model. This is an approach to customer

experience which sees our customer care and

retail teams move between different

customer touchpoints (such as online chat,

call centres or retail stores) depending on

where the customer demand is at the time. It

offers our customers skilled assistance

through a channel that works best for them,

builds the capabilities of our team members,

and makes the best use of our customer

care resources.

We launched the next generation of our

MySpark App – the remote control to your life

with Spark – alongside a range of new digital

features. We now have 600,000 unique

MySpark App users, completing 3.6 million

interactions per month.

When combined with a broader shift of

customers towards digital self-service

interactions, we saw a 32% increase in

customer journeys taken digitally across sales

and plan changes during the year. This

delivered a corresponding 4% decrease in

customer interactions with our teams through

call centres or online messaging. Our

self-service channels empower customers by

giving them direct access to trouble-shooting

information where and when they need it,

without having to wait for assistance from a

team member.

As a result of customer feedback, we

enhanced our messaging functionality to

enable customers to contact Spark via a

messaging service of their choice – such as

Supporting our customers’ own

business models and their value

creation for New Zealand

20

Spark New Zealand Annual Report 2021

Creating value for Our customers

the MySpark app, WhatsApp, Facebook
Messenger, iMessage or Google chat.

We continue to invest in our in-store

experience with the opening of new stores in

Auckland’s Commercial Bay, Cuba Mall in

Wellington, and Palmerston North.

An enabler of better customer experiences is

having a deep understanding of our

customers and their needs. In FY21 we

developed a robust data capability that

generates insights into what New Zealanders

want and need from our products and allows

us to improve the relevance of our offers. We

developed approximately 22 core machine

learning models that match our products and

services to the customers who are most likely

to want them, which supported a 16%

improvement year-on-year in our

marketing efficiency.

Our Consumer and SME iNPS is the measure

we use to determine the level of satisfaction

our customers have with their interactions

with Spark. At the end of FY21 our iNPS was

+23 which is a change of +1 on FY20.

Connecting with

New Zealanders

Spark continued to engage with

New Zealanders through our brand

campaigns and experiences, bringing to life

how technology can help them to win big

in a digital world. With our 5G rollout

underway, the next generation of mobile

technology was a big focus in FY21.

Emirates Team New Zealand

We were proud to sponsor Emirates Team

New Zealand in their successful campaign to

defend the 36th America’s Cup. We helped

the boat go faster through the power of 5G,

building a dedicated 5G network for

the team.

Technology and innovation have always been

critical elements of successful America’s Cup

campaigns and our 5G network provided

Emirates Team New Zealand with new ways to

collect and visualise essential data – helping

them to predict the course and set the boat

up to make the most of the conditions.

5G Starter Fund

In October, we selected four innovative New

Zealand businesses as winners of Spark’s 5G

Starter Fund, securing a share of $625,000 to

bring some of the country’s first 5G-powered

ideas to life.

Selected from more than 200 entries that

spanned four categories – Next Gen Health,

Good for New Zealand, Industry Disruptors,

and Immersive Experiences – these

businesses demonstrated how 5G is an

enabling technology that has the potential to

solve some of today’s biggest problems.

Robotics company Rocos, VR gaming creator

Beyond, and health businesses – Objective

Acuity and oDocs Eye Care – were the

successful recipients of a share of the funding

and technology support from Spark. This

involved an exclusive opportunity to test and

co-create each 5G-powered solution inside

Spark’s Innovation Studio.

5G-powered Esports Hub

In April we opened our 5G-powered Esports

gaming hub at Eden Park, in partnership with

Guinevere Capital. Gaming is a large and

growing opportunity for Spark, and the hub

will be the home training ground for both

professional and aspiring gamers, offering

them a dedicated space connected via both

fibre and 5G. The space is fully equipped with

dedicated training rooms, broadcast

capabilities, a 5G mobile gaming area, and a

venue to host future major Esports events.

5G Race Zone

We also teamed up with Emirates Team

New Zealand to create a 5G Race Zone

in Auckland’s Wynyard Quarter. Spark’s

5G Race Zone brought together sailing

and technology in seven interactive

zones, each showing the different

benefits of 5G – speed, low latency, and

mass connectivity. The free showcase

was available to all and gave Kiwis a

multi-sensory experience – including a

visualised wind tunnel and an immersive

experience on board Te Aihe as it took

flight on the harbour. Over 30,000

people went through the Race Zone.

In partnership with the Genesis School-

gen programme, over 900 Auckland

students from low decile schools visited

the 5G Race Zone for a technology-

focused, Emirates Team New Zealand-

themed learning experience. Students

got to see and experience the latest in

digital innovation, computational

thinking, and robotics – learning

opportunities falling under the Science,

Technology, Engineering, and Maths

(STEM) umbrella. The collaboration

between Spark and Genesis brought to

life our shared vision of encouraging and

enabling young New Zealanders to

access and engage with STEM learning,

to better arm them with skills for

their futures.

21

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Supporting the growth of
Aotearoa’s digital economy

Covid-19 has accelerated the shift from

physical to digital and highlighted the critical

importance of the digital economy in

Aotearoa. The Government has recognised

this by expanding the Minister for

Communications’ portfolio to include the

digital economy; a move we welcomed.

Modernising our economy and making better

use of technology to grow productivity and

transition our workforce to smarter ways of

working will deliver clear and compelling

benefits. We believe we should be focusing

on four key areas:

1. Smart infrastructure investments, including

the rollout of 5G and IoT;

2. Helping to build digital skills in

New Zealand, including the digitisation of

small and medium businesses;

3. Taking meaningful steps towards

digital equity;

4. Establishing a digital trust framework.

In FY21 we pursued a number of initiatives

to support the growth of our digital economy.

Our work to improve digital equity and skills

is outlined in the community section on

page 42.

Digital Boost Alliance

We signed up as members of the Digital

Boost Alliance – a collaboration between the

Ministry of Business, Innovation and

Employment (MBIE) and private sector

organisations. The Alliance is focused on

motivating and inspiring small businesses

across Aotearoa to accelerate their use of

digital business tools and new technologies,

with the aim of helping New Zealand reach its

economic and social potential. As part of this

work, we partnered with Microsoft to offer our

business customers Microsoft Office 365 free

for 12 months if they joined our Endless

Mobile and Business Flexible

Broadband plans.

Spark Innovation Studio

We launched our new Innovation Studio

during the year at our head office in

Auckland, to support Kiwi businesses to

identify how emerging technologies like

IoT and 5G can help them adapt,

transform, and grow.

The Studio is the first place in New Zealand

where businesses can test technology

solutions on all networks (4G, 5G, Cat M1,

NB IoT, LoRaWAN) and co-create their own

solutions alongside some of the best

technology engineers and experts New

Zealand has to offer.

The Studio bridges the gap between

understanding and action by demystifying

emerging technology and showcasing

real-life examples of how they can help

solve business challenges across a range

of sectors and use cases – such as end-to-end

fleet management and asset visibility, and

real-time water quality monitoring.

The studio is open to businesses, councils,

and government to explore how technology

solutions can enhance productivity, improve

sustainability outcomes, and

accelerate digitisation.

Spark Sport

Spark Sport offers a range of local and

international sporting options including

rugby, football, cricket, tennis, motorsports,

basketball, MMA, racing, boxing, golf,

hockey, e-sports, and athletics.

During FY21 we delivered our first

‘summer of cricket’ in our seven-year

partnership with New Zealand Cricket –

streaming over 3 million hours of live

cricket into New Zealand, with nearly

240,000 Spark Sport viewers tuning in to

watch the BLACKCAPS and WHITE FERNS.

We gained broadcast rights to the MotoGP

for the next three years and ventured into

the pay-per-view arena, exclusively

streaming fights from some of the

industry’s biggest names including Joseph

Parker, Dillian Whyte, Alexander Povetkin,

and Israel Adesanya.

In June, we acquired the full and exclusive

New Zealand rights to the UEFA (Union of

European Football Associations)

Champions League, UEFA Europa League

and UEFA Europa Conference League for

the next three seasons.

22

Spark New Zealand Annual Report 2021

Creating value for Our customers

Spark Health
The digitisation of New Zealand’s healthcare

sector will be a critical enabler of its

transformation. We identified digital health as

a future growth market in our three-year

strategy, and in FY21 we announced our new

industry vertical, Spark Health.

Spark Health seeks to help all New

Zealanders live healthier lives through the

power of technology and has a 2023

ambition to deliver an open, modern,

cloud-based Digital Health Platform.

The Digital Health Platform, named ‘Kete

Waiora’ (the basket of health and wellness),

will enable health providers to access a range

of services across chronic disease

management, population health

management, consumer and patient

activation, remote patient monitoring, and

customer insights.

In FY21 Spark Health launched its brand

identity into the market, with

telecommunications, IT and business

transformation solutions tailored to the

healthcare sector. A vendor was selected to

support the development of Kete Waiora,

with a launch to customers targeted for the

first quarter of FY22.

Supporting digital trust

Our subsidiary MATTR provides the

infrastructure to solve historically difficult

challenges facing digital security, privacy, and

data verification. During the year it worked as

part of the global standards community at

W3C (World Wide Web Consortium), DIF

(Decentralised Identity Foundation) and OIDF

(Open ID Foundation) to contribute to the

development of next generation

internet standards.

In March, MATTR launched the first version of

MATTR VII – an extensible platform for

verifiable data and digital trust – and the team

is working with a range of partners and

customers locally and globally. MATTR has

also been selected by the US Department of

Homeland Security, Silicon Valley Innovation

Programme and has successfully completed

phase one of this four-phase programme.

Partnering with

New Zealand businesses,

big and small

Spark is an enabling business, and our

success is measured in the success of others.

This is particularly the case for our business

customers – who are more reliant than ever

on our technology and services as they

rebuild from the impacts of Covid-19 and

prepare for a low-carbon future. In FY21 we

have worked to improve our offer to New

Zealand businesses – from SMEs (small and

medium enterprises) through to large

enterprise and government customers.

Supporting small-medium kiwi businesses

We work with our SME customers through

our locally-owned and operated Business

Hubs, which provide a local point of

connection and support for customers.

In FY21 we made changes to our Business

Hub operating model, to further improve

customer experience and efficiency. This

included consolidating 26 territories into 12

regions, with regional owners actively

involved in the day-to-day operations of our

24 local Hubs.

In recognition of the toll 2020 had taken on

many businesses across the country, we

launched our ‘Recharge’ campaign, which

encouraged SMEs to focus on their most

important asset – themselves. Customers who

took part received exclusive access to offers

and products from Spark partners designed

to boost their wellbeing.

We continued our long-running Spark Lab

event series, which provides our customers

with inspiration and capability building

opportunities. Throughout the year we

hosted speakers from Microsoft, Xbox,

Sidewalk Labs and Take a Breath, talking

about a range of topics including wellbeing,

diversity, the use of data, and cities of

the future.

Supporting New Zealand’s larger

enterprise businesses

We provide B2B services to our larger

enterprise customers through the Spark

Business Group – which unites Spark, CCL,

Leaven, Qrious, and Digital Island, and allows

our customers to access our full suite of

services through one key account lead.

Spark Business Group is locally unique in the

end-to-end support it can provide to

customers across the key areas of connect,

enable, and transform.

To connect our customers, Spark offers a

reliable and secure technology backbone

through services such as network,

connectivity, ICT, and security. Digital Island

provides voice, internet, and cloud

management services.

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Whakaahu whakamua

Spark New Zealand Annual Report 2021

During the year Digital Island saw strong
demand for remote contact centre solutions

as a result of Covid-19 lockdowns and

responded by collaborating with Leaven to

launch Amazon Connect – a cloud contact

centre solution that brings together AWS

technology, a custom user dashboard, and

Digital Island’s extensive contact

centre expertise.

Our technology backbone is complemented

by CCL, a multi-cloud specialist. During the

year CCL’s cloud platforms and support

teams underpinned the technical delivery of

several high-profile events, including the

Electoral Commission and the systems

supporting New Zealand’s 2020 general

election. CCL achieved certification against

the ISO/IEC27001:2013 international

standard, demonstrating its commitment to

maintaining robust information security for

clients and partners.

Our cloud consultancy business Leaven

supports businesses to transform by

accelerating cloud adoption and digital

innovation. During the year Leaven supported

the creation of the national health index for

the Ministry of Health, helping to establish the

underlying technology that supported the

New Zealand Covid-19 Tracer App, and

helped the implementation and operation of

the vaccination platform rollout.

Qrious is a data, analytics, and artificial

intelligence (AI) business and during FY21

delivered a number of smart data solutions

for our customers – including a cloud-based

dashboard to improve patient care at ADHB,

and an AI solution to help save New Zealand’s

endangered Maui dolphins.

In October, Qrious was awarded the

international gold standard for privacy

information management, ISO 27701

certification, which is designed to ensure

organisations have robust processes and

systems in place to manage and protect

personal data.

The Spark Business Group had some notable

successes in delivering customer projects that

combine skill sets and capability from across

the group during the year.

Spark and CCL partnered with MFAT (Ministry

of Foreign Affairs and Trade) to pioneer the

concept of digital diplomacy and deliver the

first ever virtual APEC host year, which is

running throughout 2021. The combined

team helped design and deliver the technical

solution for a complex virtual conference that

runs over multiple months, supporting 21

member economies across 11 time zones,

and with up to 20,000 delegates.

Accelerating cloud

adoption, digital

innovation and

business

transformation.

Unleashing intelligence

through data, analytics,

AI and data powered

customer engagement.

New Zealand’s most

reliable and secure

technology backbone for

business; network,

connectivity, security and

ICT services.

Creating amazing customer

experiences by delivering

exceptional cloud communication

and collaboration services.

Tailored and trusted

expertise and support

for all your managed

services needs in a

multi-cloud world.

Spark Business Group

T

R

A

N

S

F

O

R

M


C

O

N

N

E

C

T


E

N

A

B

L

E

Spark Business Group

brings together best in

class expertise and

capabilities to connect,

enable and transform

NZ business.

24

Spark New Zealand Annual Report 2021

Creating value for Our customers

Cybersecurity, customer
safety and privacy

Spark puts cybersecurity, customer safety

and privacy at the forefront of everything

we do.

Cybersecurity

In the past 12 months, New Zealand has

seen an unprecedented number of

cybersecurity attacks across various

industries, which have caused severe

disruption to the affected organisations.

We govern our security programme using

the industry’s best practice frameworks,

including ISO27001 and NIST CSF (National

Institute of Standards and Technology

Cybersecurity Framework). All Spark

services and networks are built with multiple

checks in place during the ‘design’, ‘build’

and ‘operate’ phases, to ensure that they

are deployed with the appropriate levels

of security.

Spark people play a critical role in helping

Spark to detect and defend against all known

cybersecurity attacks. We have one of the

largest security capabilities in the country with

over 100 security subject matter experts.

We have processes in place to ensure that

appropriate ownership, oversight, and

ongoing risk management is applied to our

customers’ and Spark’s IT systems, data, and

risks, with our cybersecurity subject matter

experts providing oversight, and our

processes independently assured by our risk

and internal audit functions. We have

invested heavily in building up our threat

intelligence platform and adopting industry

best practise framework such as MITRE

ATT&CK (a curated knowledge base and

model for cyber adversary behaviour), to

ensure we continue to evolve our ability to

protect and detect potential threats. We have

also invested in security automation,

orchestration, and machine learning, to stay

ahead of ever evolving security threats.

Customer safety

We play an active role in limiting the number

of scam calls our customers receive by

monitoring unusual calling activity and

blocking offending numbers. Where possible,

our security and fraud teams work with law

enforcement to identify and shut down

scamming operations, but this is challenging

when they are located offshore.

We are a member of the NZ

Telecommunications Forum’s (TCF) Scam

Prevention Code, which improves the process

for the telecommunications industry to

identify and share scamming information.

Offending numbers are shared with members

of the TCF and blocked across all networks.

We also work with the TCF to prevent

customers receiving scam text messages.

When we identify illegitimate activity, we work

with the aggregator to block the messages.

We also block access to the URL featured in

the scam text to prevent customers

inadvertently clicking on the link.

25

Whakaahu whakamua

Spark New Zealand Annual Report 2021

The most effective way to keep our customers
safe is through education and awareness. We

take any opportunity to empower our

customers to be vigilant when it comes to

scams and keeping their personal information

safe – including through direct customer

communications, sharing alerts about

widespread scams on our social media

channels, and providing comprehensive

information about scamming on our website.

We have also partnered with Netsafe to

produce an educational scam call brochure to

distribute to organisations such as Age

Concern and retirement villages.

Protecting the privacy of our customers

The protection of our customers’ personal

information is a responsibility we take

seriously. Our approach to privacy is

informed by the values of customer centricity,

fairness, transparency, autonomy, and

simplicity, and we are continually working to

embed privacy capability across our

organisation.

We want to make it easy for our customers to

make informed decisions about their

personal information. We do this by being

clear and transparent about how we manage

personal information and the choices our

customers have when it comes to what data

they share and how we use it.

Our Privacy Policy

Spark’s Privacy Policy sets out our

commitment to our customers on how we will

handle their information – including how we

collect, use, share, and store it. In our policy

we commit to handling all personal

information appropriately in compliance with

the new Privacy Act 2020 (which came into

force in December 2020) and our customers’

expectations. We also set out customers’

rights and choices in respect of their personal

information. In FY21 we made our privacy

policy shorter, simpler, and easier for our

customers to read and understand.

See: www.spark.co.nz/help/other/terms/

policies/privacy-policy

Improving transparency

In FY21 we also brought more transparency

to our privacy management processes by

publishing information about our privacy

programme on our website. We also

launched Spark Transparency Reports, which

detail the way Spark manages requests by

New Zealand government agencies for our

customers’ personal information and the

number of instances we provided all, some,

or none of the information requested.

See: https://www.spark.co.nz/help/other/

about-your-privacy-with-spark/

Operationalising privacy capability into

Spark

Spark people are required to treat customer

information in a manner consistent with

Spark’s Privacy Policy and privacy-specific

values that were introduced in FY21. This

includes following Spark’s data governance

processes and standards for the collection,

use, and disclosure of personal information

and engaging with Spark’s privacy and

security teams for specialist guidance.

While we have senior expertise in privacy and

security within our business, we also

recognise the need for Spark people at all

levels and in all business areas to understand

what best practice in customer privacy entails.

We provide online privacy training for all of

our people to embed privacy competencies

across our workforce.

Compliance and reporting

In the past year we maintained our focus on

compliance and reporting and evolved our

processes to align with the new requirements

of the Privacy Act 2020. This included

building an online data breach reporting tool

for our people. The tool enables us to quickly

identify and manage breaches should these

arise, so we can take appropriate action to

resolve issues, and to notify our customers

and the Privacy Commissioner of any

breaches that could cause serious harm. It

also gives us a clear view of the opportunities

in our business to improve data protections.

Since launching the tool in December, Spark

people have reported 72 data breaches, the

vast majority of which were not deemed likely

to cause serious harm. The tool enabled us to

see that most data breaches were caused by

human error. As a result, we were able to

make system and process changes to help

reduce the occurrence of these kinds

of breaches.

26

Spark New Zealand Annual Report 2021

Creating value for Our customers

In FY21 there were four incidents that met the
criteria for data breach notification under the

Privacy Act 2020. Spark notified impacted

customers and the Office of the Privacy

Commissioner (OPC) of these incidents. We

also notified impacted customers and the

Office of the Privacy Commissioner of

unauthorised access to some MySpark and

Xtra Mail accounts, which occurred because

Spark customers had used their Spark or Xtra

Mail login credentials (email and password

combination) on other platforms – and when

these other platforms were compromised,

their credentials were harvested. We continue

to educate our customers around best-

practice password management to help

protect against this scenario.

In FY21 Spark received 13 substantiated

privacy complaints from customers (some of

these complaints related to the data breaches

reported above) and no substantiated privacy

complaints via the OPC.

Marketing and legal

compliance

Under our Code of Ethics all Spark people

are responsible for ensuring we behave

ethically and comply fully with all applicable

laws and regulations. Spark’s Legal and

Compliance Policy sets out the specific

accountabilities that our people have for

complying with the law. Spark’s people

leaders make sure their teams have the

information and training necessary to meet

these standards, and our Legal and Digital

Trust teams support our people with

comprehensive frameworks, tools, training,

and advice. Every employee is required to

complete online training modules on the

Code of Ethics and how to apply it, and we

reinforce this training through regular one-on-

one and broader internal communication

across the business. See: www.sparknz.

co.nz/about/governance

Spark continues to engage constructively

with the Commerce Commission as

appropriate, both proactively and reactively,

on a case-by-case basis to ensure we are

complying with all applicable laws and

regulations. Spark did not receive any formal

sanction by the Commerce Commission in

FY21. No Advertising Standards Authority

decisions were upheld against Spark or

Skinny in FY21.

Our wire maintenance service

In FY21 we removed our wire maintenance

service from all fibre customers and

undertook a process to refund all current and

past customers who had paid for this service

on a fibre connection with Spark.

Wire maintenance service was created at a

time when our customers were predominantly

using copper-based services, which require

maintenance at times. The service had also

been available for fibre customers. While

some fibre broadband customers have

benefited from the service, overall this has

not been significant. As a result, the service

was removed from all existing fibre customers

in February 2021 and is no longer available

for new fibre connections.

27

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Creating value through
Our network & technology

For New Zealanders to effectively

participate in the digital economy, they

need access to affordable, fast, and

reliable telecommunications and digital

services. Our networks and technology

provide the foundation for all the

products and services we offer our

customers, which in turn, creates value for

our business, and for New Zealand.

Smart, automated

networks

In our three-year strategy, we identify smart,

automated networks as one of our core

capabilities. Our ambition is to deliver

unconstrained capacity across high quality

5G and IoT networks deployed nationwide.

As 5G matures to a stand-alone network, new

use cases will be possible due to the benefits

of lower latency and mobile edge compute.

We will have a network that is highly resilient,

with a virtualised core and automated

management – and our customers will have

been migrated off legacy networks onto

future-proofed, modern technologies. We’ve

made significant progress towards this vision

over the past financial year.

Rolling out 5G to

New Zealand

Our 5G rollout has continued at pace, and we

are well on track to having 5G deployed

nationwide by 2023 – provided we can secure

the necessary long-term rights to 5G

spectrum.

Spark now has 5G live for both wireless

broadband and mobile services in nine

locations, including Auckland, Hamilton,

Christchurch, Dunedin, and Palmerston North.

At this point in our deployment, the primary

use case for 5G is to increase both speed and

capacity in our wireless broadband and

mobile products. However, as 5G matures

and we deploy stand-alone, we will unlock 5G

mobile edge compute and network slicing.

These new technologies will allow for a big

step change in what we can offer our

business and enterprise customers – opening

up opportunities for cloud gaming, enhanced

virtual and augmented reality, industrial

automation and ‘massive IoT’, which we

define as more than 1 million IoT devices per

square kilometre – making things like smart

cities and connected factories possible.

It is critical to ensure the rollout of 5G can

continue to happen at pace. 5G has the

potential to add between $5.7 billion and

$8.9 billion per year to the New Zealand

economy over the next decade and we

believe this technology will be critical as

New Zealand’s economy transforms.

Since the conclusion of FY21 we have

announced an acceleration of our 5G rollout

in FY22. We will invest an additional $35

million to deliver 5G coverage to

approximately 85% of Spark’s sites and 90%

of the New Zealand population by the end of

2023. This brings our total mobile network

connectivity investment to $125 million

in FY22.

Manufactured + intellectual capital

28

Spark New Zealand Annual Report 2021

Creating value through Our network & technology

Scaling the Internet
of Things

Spark has identified IoT as a future growth

market in our three-year strategy. We see

significant opportunities for growth as

New Zealand transitions to future ways of

working and pursues productivity

improvements across all sectors.

During FY21 we launched Spark IoT as a

brand, with a campaign showing the

tangible benefits IoT solutions offer

businesses. We grew IoT connections 83%

to over 450,000.

In October, we entered a Trans-Tasman

agreement with Australia’s longest running

LoRaWAN network operator, The National

Narrowband Network Co (NNNCo), which

enables mutual access across the

respective LoRaWAN IoT networks –

meaning businesses on both sides of the

Tasman can implement cost-effective smart

solutions without needing to set up

operations in the other country.

New Zealand’s

smartest street

The evolution to a stand-alone 5G

network is expected to underpin the

widespread deployment of IoT

technology with its increased capacity,

speed, low latency (or lag) and reliability.

To bring this potential to life Spark, in

partnership with AT (Auckland Transport),

has installed IoT-enabled infrastructure at

Auckland’s Wynyard Quarter – including

5G-connected lighting, smart benches

with charging capability, smart bins, and

parking sensors.

Smart lighting has been installed in the

streets surrounding Wynyard Quarter’s

Innovation Precinct, which can now

generate heat maps of foot traffic to help

AT identify any ‘choke points’ to better

inform future infrastructure investments,

as well as monitor air and noise pollution.

Some lights are fitted with 5G-connected

CCTV, which captures high-definition

video even at night, and can be dimmed

and brightened remotely to help reduce

energy consumption.

Solar powered smart benches with

convenient smart phone and electric

scooter charging capabilities have also

been installed at the Quarter, connected

over Spark’s low-powered IoT network.

Sensors attached to bins can now detect

when they’re full and could contact the

council for service, preventing overflow

and reducing the number of rubbish

trucks on the road.

Auckland Transport GM Digital and

Technology Delivery, Chris Creighton said

the installations at Wynyard Quarter were not

just shiny new tech, but real solutions to

existing and impending challenges.

“We’re learning how to use smart

infrastructure in a way that works for

Auckland so we can leverage applications as

they evolve and become more

commonplace.”

Creighton said that in the future, AT expects

IoT applications powered by 5G could be

used to detect incidents such as car crashes

or pedestrian accidents and notify the

appropriate authorities, reducing the time it

takes for emergency services to respond and

potentially saving lives.

Spark and AT have installed the IoT

technology at Wynyard Quarter with key

technology partners, NB Smart Cities,

Glowbal NZ, SmartSensor Technologies and

Parkable with the shared goal of using IoT

and data to make better decisions and

improve quality of life for people.

Solar powered smart

benches have smart

phone and e-scooter

charging capabilities.

We have installed smart bins

that alert council when these

need to be serviced.

29

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Network resilience
Our customers rely on us more today than

ever before, and ensuring our network is

resilient in the face of high volumes and

unexpected events – such as extreme weather

events and Covid-19 lockdowns – is crucial to

delivering our products and services and

keeping New Zealand connected.

During FY21 we completed the first stage of

our next generation Optical Transport

Network, or OTN2 – which will strengthen our

network resilience and capacity. The OTN is

the fibre backbone of our network. It provides

core connectivity between the main cities in

New Zealand, transporting all our customers’

mobile, broadband, landline, and business

traffic, and connecting Spark’s network with

other service providers and with international

cable networks. The new OTN2 has ’self-

healing’ capabilities, which allow the light

signals that carry the data to automatically

change their path after a fibre cut,

automatically restoring services, where it is

possible to do so. OTN2 also has five times

the data capacity of the previous OTN, which

will support Spark’s 5G rollout and give our

network enough capacity to meet ongoing

growth in data consumption.

The OTN2 rollout is a two-year project, which

has started in Auckland, and will expand

towards Hamilton, Wellington, and

Christchurch – with completion expected by

FY23. Initially the new OTN equipment will

overlay the existing transport network,

however it will be gradually replaced over time.

Connecting rural

New Zealand

We have continued our investment into

connecting rural communities through the

Rural Connectivity Group (RCG) – a joint

venture between Spark, Vodafone and

2degrees. The RCG is contracted by Crown

Infrastructure Partners to deliver the

Government’s Rural Broadband Initiative

Phase 2 (RBI2) and Mobile Blackspot Fund

programmes. It is a unique partnership

developed to help bridge the digital divide

for rural communities, ensuring the rural

sector can remain competitive internationally.

To date, the RCG has built more than 260

sites, delivering 4G wireless broadband

coverage to 23,500 homes and businesses,

and has provided mobile coverage to more

than 600 kilometres of state highways.

The RCG model has attracted global interest

and is believed to be one of the first in the

world where three mobile operators share

spectrum, radio, and backhaul. It uses 4G

Multi Operators Core Network to deliver

broadband services, which helps make

the most efficient use of the radio spectrum

available, and lower network integration costs.

Marae Digital Connectivity Programme

Spark is working as a partner to

Government on the Marae Digital

Connectivity Programme.

The Marae Digital Connectivity

programme is providing iwi, hapū, and

whānau with access to key online services

such as digital health, business, social,

and educational services, helping to

create stronger, safer, and more

connected communities. With access to

connectivity through the marae it will be

easier than ever before to join zoom hui,

participate in remote learning or working,

or pay bills online.

Spark has taken an approach guided by

tikanga Māori to deliver this programme

alongside a range of partners including

Crown Infrastructure Partners, Te Puni

Kokiri and a handful of other broadband

providers including WISPS (Wireless

Internet Service Providers) and Satellite

Internet Providers.

A total of 445 marae have been

connected through the programme at

the end of FY21.

30

Spark New Zealand Annual Report 2021

Creating value through Our network & technology

Migrating customers off
legacy technology onto

future-proof alternatives

We continue our work to migrate customers

off end-of-life voice calling technology, and

onto modern alternatives already used by the

majority of Kiwis across the country – voice

over wireless and voice over fibre. From a

network perspective, this means moving the

customer connections from the legacy PSTN

(public switched telephone network) on to

our new IP-based Converged Communication

Network (CCN), over which we will provide

the new services.

The Spark operated PSTN – the traditional

way of providing landline services – was built

in the 1980s and is rapidly reaching end-of-

life. The network’s components have not

been manufactured since 2003 and the

people with the skills needed to maintain it

are getting harder to find. The majority of

New Zealanders have already made the

switch proactively. In 2017 we had over a

million customers on the PSTN – by the end

of June 2021 we had just under 300,000,

with around 10,000 customers on average

migrating off this technology every month.

We are taking an area-by-area approach to

helping customers still using PSTN-based

services to shift to modern technologies.

Because Spark’s copper broadband services

also use systems associated with the PSTN,

we have made the decision to withdraw our

copper-based broadband services in these

areas simultaneously.

In September 2020 we initiated a pilot in

Devonport, Auckland and Miramar,

Wellington – working with our PSTN

customers in the area to migrate them on to

the new CCN network.

To ensure our customers had the support

they needed through this process, we

established a specialist customer care team

to provide extra support – offering in-home

visits where required.

This pilot was very successful, with great

feedback from customers and a number of

lessons to use as we moved into other areas

of the country. In the second half of FY21, we

took our programme into more suburbs in

both Auckland and Wellington, and to parts

of Christchurch, Dunedin, Lower Hutt, Kapiti

Coast and Ashburton.

Connecting New Zealand

with the world

Southern Cross Next Cable

Construction work is underway by Southern

Cross Cable Limited (SCCL) to build the NEXT

cable between Australia, New Zealand, the

United States and some of our neighbours in

the Pacific. The new cable will expand New

Zealand’s global connectivity by an additional

72 terabits per second – almost doubling

total international connectivity from what it

is today.

The existing Southern Cross Cable Network is

the primary connection for New Zealand with

the world, carrying the majority of our global

internet traffic.

Spark and Southern Cross celebrated a major

milestone in June with the first landing of the

new Southern Cross NEXT cable at Takapuna

Beach in Auckland. We expect the new cable

to be complete and live by the middle of the

2022 calendar year. The Southern Cross

NEXT project is the first step towards

replacing the existing cables, which are

planned to be retired by 2030.

Spark is a founding shareholder of Southern

Cross Cables Limited, and we continue to

hold a shareholding of approximately 40%

1

.

We have been working with Southern Cross

to maintain the existing cables in New

Zealand waters, and we will do the same for

the new NEXT cable. The remaining

shareholding in SCCL is owned by Telstra,

Singapore’s Singtel and US company Verizon.

Expansion of Tasman Global

Access network

In September 2020 we announced a new

access point for the Tasman Global Access

(TGA) fibre optic network. This new access

point, which is the first direct connection

between Sydney and Hamilton, offers

additional resilience to New Zealand’s

infrastructure and increases the amount of

capacity available to be used on the cable.

The TGA forms part of the mission critical

backbone of the internet, linking New

Zealand with Australia. The cable also serves

as an important digital link to Asia via the five

major international cable systems currently

connecting Australia.

Prior to this upgrade, the original TGA

network included the trans-Tasman

submarine cable and existing optic networks

which connected PoPs (points of presence) in

Sydney and Auckland only.

First transmitting data in 2017, the TGA

encompasses 2,288 km of submarine fibre

cable with a total design capacity of 20

terabits per second. It was built by a

consortium of Vodafone NZ, Spark,

and Telstra.

1 Our shareholding in Southern Cross Cables Limited will fluctuate through the Southern Cross Next

funding period, but we expect it to sit at 40% when the Southern Cross Next cable is complete.

31

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Creating value with
Our people

Spark’s success relies on our talented and

diverse team. In our three-year strategy, we

identified ’growth mindsets’ as one of the

four world-class capabilities we will build

across our business for long-term success.

Growth mindsets is about creating a culture

where our people lean into challenges,

champion the customer, continuously grow,

and adapt at pace. Our goals here are to

improve engagement, our Agile maturity and

readiness for the future of work, and our

diversity and inclusiveness. We want our

people to feel they can bring their whole

selves to work, that they have opportunities to

grow and develop, and that they are

connected to our purpose – to help all of New

Zealand win big in a digital world.

Feedback from our people during FY21 has

been very strong – with our Employee Net

Promoter score (eNPS), a key measure of

engagement, tracking at +76. This exceeds

our FY23 target of +70 and is up 10 points

from FY20.

With New Zealand’s borders still mostly

closed to migration, the technology industry

is facing skills shortages in many areas. This

has brought the need to develop digital skills

that create pathways for New Zealanders of

all backgrounds into the technology sector,

into the spotlight. This is something we are

committed to helping New Zealand achieve

and are working with industry partners

to explore.

Living and working with

C ov i d -19

Responding to alert level changes – and

providing the necessary support to our

customers and our people – has become part

of business as usual in FY21. Spark continues

to refine our systems, protocols, and use of

technology during these changing alert levels

with a primary focus on our people’s

connection, safety and wellbeing, and the

continuity of service for our customers.

Teams across Spark continued to experiment

with the new ways of working forged during

FY20, mixing remote and in-office working

and trialling different ways to collaborate,

establish weekly schedules and share team

in-office time. We are proud that our Agile

ways of working have supported our ability to

adapt, and we will continue to learn and

experiment in FY22.

Human + intellectual capital

32

Spark New Zealand Annual Report 2021

Creating value with Our people

Investing in the
development of our people

To fuel our agility, we are focused on the

growth of our people, a culture of

experimentation and innovation, and

opportunities for progression through

comprehensive learning experiences. We

pride ourselves on offering great experiences

on the job, which we know make up over two

thirds of development. We have evolved our

approach over the past year to increase the

digital delivery of our programmes, enabling

us to maintain learning and development

during changing alert levels and helping to

scale learning across the organisation.

During the year we redeveloped our Gold

Standard Leader Programme and delivered it

to 130 potential and new leaders, with a focus

on continuing to mature our agility. This

programme runs over three months and

combines self-directed learning with

structured learning in cohorts of peers, with

applied learning opportunities.

Our Agile Leaders Programme aims to create

the conditions for innovation and

adaptiveness across Spark by investing in the

capability of our people in key leadership

roles and those identified for development

and succession planning. The programme

runs over six months in cohort groups of up

to 12 people, with a focus on leading

innovation, inclusion and coaching for high

performance. To date, seven cohorts, and a

total of 80 leaders, have completed the

programme and we will continue to roll it out

in FY22.

Over the course of the year Spark has also

improved the accessibility of learning

enterprise-wide, to strengthen our future

capabilities. In addition to our leadership

programmes many of our employees have

benefited from targeted learning

opportunities that support our strategic

ambitions focussed on storytelling,

commercial acumen and both coaching and

mentoring experiences, creating an

environment which enables growth,

movement, and progression for our people.

Ways of working – Agile

A key measure we focus on is our Agile

maturity – which is the extent to which our

people are using and integrating Agile best

practice into their daily work. We evaluate this

using a measure called our ’Agile Maturity

Score’ or AMA, which we rate on a scale of

one to five. We have made steady progress

and now have 86% of squads with an AMA of

greater than 3.5 out of 5 (compared with 2.5

out of 5 in FY19). Spark is particularly strong

in several areas of Agile best practice –

including the use of quarterly objectives and

key results (OKRs) across the business;

heightened collaboration between and within

teams; connection of daily work to strategic

business goals and purpose; and better

incorporation of experimentation and

stakeholder engagement in the delivery

of work.

In addition to the network of Agile Coaches

we have within the business, who focus on

developing and growing Agile maturity

day-to-day, we have integrated Agile

principles throughout our suite of induction,

training, and development programmes.

Spark also operates formal Agile

development programmes to further embed

Agile best-practice into our business

including our ‘Leading Agility Foundations

Programme’, which runs over three months

and combines self-directed learning with

structured group learning, and opportunities

to learn ‘on the job’. In the past year 120 of

our people completed the programme.

Future of work and skills pathways

With increasing labour and skills shortages,

we are re-thinking how we mobilise, grow,

and retain our talented people.

We have a programme of partnerships with

tertiary institutions designed to help us

identify, upskill, and recruit the best people

with the skills we need, while also building

diversity in our business. This includes direct

engagement with lecturers and students at

major universities, and in some cases working

in partnership with lecturers to provide

research assignments related to Spark’s

business issues to students.

In the coming financial year we will be testing

a proof of concept called the Talent

Marketplace. The marketplace will enable our

people to share the depth and breadth of

their experience company-wide, and will

show all our internal job openings, links to

smaller projects and mentoring opportunities

across Spark.

Spark Contribution Models

The Spark Contribution Models are a key part

of how we empower our people to grow and

progress in their careers and how we drive

pay equity. The Contribution Models are

linked to our adoption of an Agile model that

encourages flat organisational structures and

focus on an individual’s ‘craft’ over traditional

titles and hierarchy – providing an objective

system for remuneration. They define the

skills, knowledge, experience, behavioural

and mindset requirements for people

working in different teams across Spark. The

models guide our people on what Spark

values, giving a clear description of how they

can move to the next step in their role, while

providing leaders with a tool to help coach,

review and support their people to develop.

33

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Health, safety, and
wellbeing – the Spark Gold

Standard

Health and safety

Spark has a well-established Health and

Safety management system, focussed on our

continuous improvement. Our Health, Safety

and Wellbeing strategy is built around the

four pillars of our Gold Standard:

• a strong health and safety management

framework

• a proactive ‘owners’ approach to health

and safety and the management of critical

hazards and associated risks

• a culture of empowerment at every level

• a commitment by the business to

ensuring the resources and capabilities

are in place to deliver the health and

safety strategy.

No Spark employees or contractors suffered

serious injury or death over the year, and our

TRIFR (Total Recordable Incident Frequency

Rate) was 3.69 for FY21, compared to 4.11 in

FY20. Our target for FY22 is to reduce our

TRIFR to 3.0. No notifiable events were

reported under current NZ Health and Safety

legislation, or health and safety prosecutions

or notices issued to Spark by WorkSafe (NZ

Regulator) during the same period.

In FY21 we asked IMPAC health and safety

consultants to review the progress we have

made against our Health and Safety Gold

Standard and ascertain the effectiveness of

our systems and maturity levels of our current

health and safety culture at Spark. IMPAC

found that good improvements have been

made since its first review undertaken in

December 2018. The IMPAC report found

that we have increased our health and safety

culture maturity, with specific improvements

demonstrated by:

• positive business outcomes from our

handling and management of Covid-19

lockdowns, where it was found we had

consistently demonstrated a clear focus

on the care and wellbeing of our people;

• clear and continued demonstration of

focussing on and working alongside

several of our key business areas to

effectively manage high risk health and

safety matters; and

• our work to enable and empower a

significant proportion of our people and

leadership teams to take ownership of,

manage and deliver health, safety and

wellbeing outcomes in their areas of

the business.

In the year ahead we will continue to work

with our Wider Leadership Group to further

foster health and safety employee

empowerment and participation as part of

our Tribe, Unit and Centre of Excellence (CoE)

meetings and routine events. We are always

looking for continuous improvement of

highly visible health and safety leadership for

our people. We will also continue our work

with our wholly owned subsidiaries to identify

the areas of greatest priority to support the

development, application, and monitoring of

a health and safety continuous

improvement framework.

Spark’s health and safety system and injury

management programme was reviewed by

the Accident Compensation Commission

(ACC) under the Employers Accredited

Programme (AEP) in June 2021. The audit

outcome was positive with Spark retaining its

Tertiary status and remaining accredited in

the same programme for another 12 months.

1| Confidential –Leadership Team Only

@ SPARK

WELLBEING

Energy

Recognising and offering ideas

and ways for our people to unlock

their impactful energy for optimal

performance, potential & their

own personal growth

Mind

Providing support and

expertise to navigate Mind

Health challenges and

fuel our growth mindset

Fostering strong connections,

radical collaboration and

community spirit through the

ways we work and

come together

Connection

Collaboration

Community

Building a healthy “place” to

belong – physically, mentally

and socially

Healthy Work

Environment

4 WELLBEING PILLARS

34

Spark New Zealand Annual Report 2021

Creating value with Our people

Te Korowai Tupu
We have been intentional in weaving

Te Korowai Tupu, our Māori Strategy,

throughout our business informing how

we develop strong connections with

Māori businesses and partners, as well as

uplifting our own understanding of Te Ao

Māori. We have launched cultural

responsiveness modules, Te Ara Reo

(Language Pathway) classes, and other

learning resources in line with our growth

mindset commitment.

Our partnerships with established Māori

organisations have ensured we remain

authentic in our desire to uplift our

capability in this domain. Our key

partners include: Te Wānanga o Aotearoa,

Whāriki, Kōkiri, Arataki Systems, Kiwa

Digital, Te Taura Whiri and Te Ipukarea.

Spark’s Blue Heart Kaupapa in action

Our Blue Heart Kaupapa sets the standard of

behaviour and the values we stand for,

creating a culture of belonging. It is a visible

icon of our heart-led approach to diversity

and inclusion.

Cultural celebrations and mental health

awareness events remain an important part of

bringing our people together. We celebrated

the wide range of cultures and communities

Spark’s Wellbeing Strategy

With the uncertainty brought about by

Covid-19, there has never been a more

important time for us to focus on authentic

and holistic wellbeing, and we have evolved

our strategy to respond to this need. We

know a deep sense of wellbeing allows our

people to bring their best self to work,

supporting sustained healthy performance

and results for everyone at Spark. Our new

programme moves away from a traditional

policy-based approach to one based on

individual empowerment, connection,

and empathy.

Wellbeing at Spark is focussed around four

pillars – building a healthy work

environment, helping people foster strong

connections, fostering a healthy mindset,

and giving our people ways to unlock

energy. The programme seeks to support

Spark people to look after themselves and

each other, which we know will lead to

higher performance, a more engaged,

growth mindset culture, and ultimately

better business outcomes.

As one of our first initiatives under this

framework, we launched a partnership with

Take a Breath. This is an app-based tool that

teaches users how and why they need to

breathe correctly – to manage stress and

anxiety, and to improve focus, energy levels

and performance. Under the partnership,

we have given every one of our people

access to the app at no cost.

Diversity and inclusion

We aspire for diversity and inclusion to be

“how things are done at Spark” – embedded

into our day-to-day activities, standards, and

business practices. We have maintained our

focus on gender and ethnic representation

as well as addressing our median pay gap

over the last year. In the year ahead we have

several new initiatives to drive further

improvements in representation and

reductions in the pay gap, while also

focussing on more opportunities to address

enhanced accessibility.

that make up the Spark whānau over the

course of the financial year. This included key

moments such as International Women’s Day

(IWD) in March – when we ran a number of

events and workshops for our people. This

year’s IWD theme was “choose to challenge”,

and we broadened this to encourage our

people to “choose to challenge yourself” –

asking them to look for ways to challenge

their own beliefs and behaviours.

Pride

Spark has demonstrated its support of the

Rainbow Community by endorsing several

regional activations and events, including the

annual Auckland Pride and Spark

Empowerment Initiative – a month long

festival celebrating rainbow events. This

initiative helped resource Auckland’s diverse

rainbow communities by supporting those

producing events for the festival.

We also continued our ongoing support of

OUTline NZ, a national charity that offers a

free support line for members of the

LGBTQIA+ community and family and friends.

This included the renewal of Genesys Cloud

support for a further three years, the

activation of an OUTline Chat service, and

assistance with OUTline’s rebranding.

www.outline.org.nz/workplace

35

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Our diversity performance
Over the past year we have seen positive

improvements in our gender diversity and

gender pay ratio measures. By FY23 our

ambition is to achieve 40:40:20 representation

Spark-wide, which refers to 40% men, 40%

women, and 20% of any gender (as well as

gender diverse representatives), and to reduce

our median gender pay gap by 10 percentage

points to 18%.

Our Board is 57% female and 43% male, with

four female directors (including our CEO) and

three male directors. Over the past year our

Leadership Squad has remained unchanged

with a 50% female and 50% male split. We

have also seen an increase in females in other

senior roles, up 3% to 42%. Our Diversity and

Inclusion Policy sets out our framework in this

area. See: www.sparknz.co.nz/content/

dam/telecomcms/sparknz/content/

governance/Diversity-Policy.pdf

Our median gender pay gap increased slightly

during the year to our FY19 starting position of

-28%, compared to -26% in FY20. The median

gender pay gap is based on the percentage

difference between the median hourly pay of

male and female employees. It is not to be

confused with equal pay for equal work, which

we adhere to and deliver through the use of

our Contribution Models.

At Spark there are two key drivers of our median

gender pay gap. The first being a greater

proportion of females in our customer

channels and secondly a lower number of

females in highly skilled technology roles.

We actively seek to address these challenges

over time by helping to build a New Zealand-

wide pipeline of female technology qualified

employees – including through Women in

Technology scholarships, and partnerships

with external technology educators.

Spark is committed to encouraging authentic

ethnic participation in our business, and we

are working alongside credible partner

organisations Diversity Works, Champions for

Change, Global Women, and the Sustainable

Business Council, to develop a framework and

subsequent actions to support positive change.

A key enabler of establishing meaningful

approaches within our own business is having

a clear picture of workforce ethnicity data,

which we currently lack.

We are currently refreshing our Enterprise Resource Planning (ERP) systems across Spark,

including our people systems. This will provide an opportunity to encourage our people to

share their ethnicity data, to support our work in this space.

We are also currently participating in the Diverse Digitech 2040 Design kaupapa alongside Spark

Foundation – an initiative focused on creating employment pathways for Māori and Pasifika youth.

Gender pay ratio

CategoryNumber of

employees

in category

Pay Ratio:

Mean

1

(Year-on-year

change)

Pay Ratio:

Median

2

(Year-on-year

change)

Leadership: Spark’s wider leadership group, including

the Leadership Squad

695% (+3%)

FY20: 2%

-4% (-2%)

FY20: -2%

Network, Infrastructure & Security: Employees that work

in technology focused areas of the business

2,256-15% (+3%)

FY20: -18%

-21% (+5%)

FY20: -26%

Customer Channels: People primarily employed within

our contact centres and retail operations

1,137-2% (-2%)

FY20: 0%

0% (No change)

FY20: 0%

Rest of Spark: including corporate, product, data,

automation, marketing and customer units

1,621-17% (-2%)

FY20: -15%

-25% (-4%)

FY20: -21%

Total5,083-16% (+1%)

FY20: -17%

-28% (-2%)

FY20: -26%

1 Pay Ratio = (mean female salary – mean male salary) / mean male salary

2 Pay Ratio = (median female salary – median male salary) / median male salary

Calculated using hourly On Target Earnings or Total Base Remuneration plus Short Term

Incentive Target values as at 30 June 2021. Negative pay gap values indicate that women earn

less on average than men.

Parental Leave

Spark provides a parental leave policy for eligible employees, regardless of gender, sexuality, age

or whether the employee is giving birth or adopting a child. If an employee has been employed by

Spark for a minimum of 12 months then Spark will top up the Government’s parental leave

payments, so the employee receives 80% of their salary for 26 weeks. As a guaranteed minimum

Spark ensures that the total amount someone receives, less any Government paid primary carer’s

payments, will not be less than the equivalent of six weeks of ordinary salary.

Eligibility for Parental Leave is in accordance with Government legislation.

FY21 Parental leave numbersFemaleMale

1

Employees who took parental leave831

Employees who returned to work after taking parental leave850

Employees who returned to work after taking parental leave that

remain employed 12 months after their return to work

421

Return to work rate

2

94%100%

Retention rate

3

64%33%

1 Males that took fewer than 30 days paternity leave have been excluded.

2 Return to work rate = Total number of employees who returned to work after parental leave divided by the total

number of employees due to return to work after taking parental leave.

3 Retention rate = Total number of employees retained 12 months after returning to work following a period of

parental leave, divided by the total number of employees returning from parental leave in the prior

reporting period.

36

Spark New Zealand Annual Report 2021

Creating value with Our people

Demographics of our workforce
Including permanent and fixed-term employees of Spark and its directors, as at 30 June 2021.

GenderAge

Number of

people

Female %Male %Female #Male #Under 30

years old

30 – 50

years old

Over 50

years old

Directors

1

757%43%FY21: 4FY21: 30%14%86%

-1+7%-7%FY20: 4FY20: 4No change-11%+11%

Leadership Squad

2

850%50%FY21: 4FY21: 40%100%0%

No changeNo changeNo changeFY20: 4FY20: 4No changeNo changeNo change

Other leadership roles

3

5942%58%FY21: 25FY21 343%75%22%

+2+3%-3%FY20: 22FY20: 35+3%-4%1%

Permanent starters71539%61%FY21: 281FY21: 43448%46%6%

-14+4%-4%FY20: 258FY20: 471+7%-5%-2%

Permanent leavers99933%67%FY21: 325FY21: 67431%53%17%

+55-10%+10%FY20: 402FY20: 542-2%-1%+4%

Total

4

5,08935%65%FY21: 1,770FY21: 3,319 24%56%20%

-142+1%-1%FY20: 1,769FY20: 3,462+3%+1%-2%

1 Mr Leffler ceased to be a director in November 2020.

2 Excludes the CEO as she is included as a Director in the line above. The Leadership Squad is considered ‘senior managers’ for the purposes of the

Financial Markets Conduct Act 2013 and ’senior executives’ for the purposes of the ASX Corporate Governance Council’s Principles and Recommendations.

3 Substantive roles that report directly to members of the Leadership Squad.

4 Includes non-executive directors. Spark’s employee headcount, including our CEO, is reported as 5,083.

5,083

1

Total employee

headcount

2,256

Employees that work in

technology focused areas

of the business

57%

Board – 57% female

and 43% male ratio

42%

Wider leaders group –

42% female (+3%)

and 58% male

50/50

Leadership Squad –

50% female and 50% male

1. Includes full-time, part-time and permanent employees.

37

Whakaahu whakamua

Spark New Zealand Annual Report 2021

FutureFit
In April we partnered with Auckland

Council to roll out FutureFit to our people.

FutureFit is an online tool to engage

people in sustainability and help them to

reduce their personal emissions.

Spark was one of the first businesses to

launch FutureFit. Over 600, or 10%, of our

employees completed the online carbon

footprint, with over 300 signing up for the

ongoing programme.

FutureFit was successful in bringing

environmental sustainability to life for our

people. By giving them a tool to calculate

their own personal carbon footprint and

see what a difference their choices and

actions make we’ve challenged people to

think differently. We encouraged our

people to join through a four-week

challenge where they could compete for

individual and team prizes.

BIG

CHANGE.

SMALL

RESULT.

By making small changes, you can do your part to help us to create

a positive digital future for all of New Zealand.

Click on FUTURE FIT under Links on the

intranet homepage to sign up or find out more.

JOIN FUTURE FIT TO DISCOVER YOUR IMPACT ON OUR PLANET.

New Zealanders throw

away 295 million single-

use cups per year...

Most of which can’t

be recycled.

DID

YOU KNOW

31996 Spark Future Fit A2 Posters_F.indd 131996 Spark Future Fit A2 Posters_F.indd 123/02/21 15:0123/02/21 15:01

Creating value for

Our environment

With a network distributed across

New Zealand, and technology sourced from

materials around the world, we are reliant

on natural capital to make our business run.

Over the past year we have focused on

maturing Spark’s approach to environmental

management, to build a strong foundation

for the future and to ensure we are doing

our part to help address Aotearoa’s

environmental challenges.

Our operational footprint is small compared

to some other industries, but we are

committed to playing our part in reducing our

direct environmental impacts and engaging

with our suppliers to address impacts in our

supply chain.

We also have a significant opportunity to use

technology to address environmental

challenges. A key pillar of our sustainability

framework is to help New Zealand transform

to a high productivity, low carbon economy.

We will do this through our investment in

infrastructure and innovation, and by

supporting kiwi businesses to adapt to be

more sustainable through technology.

Our approach to

environmental management

Although Spark has had long-standing

processes in place to manage many of our

environmental impacts, we recognised the

need to make improvements in some areas,

including our policies and our reporting. In

the past year we established a centralised

Environment Squad to be accountable for

environmental performance across Spark.

Aligned to Spark’s Agile ways of working the

squad is responsible for managing workflow

and a backlog of potential projects,

prioritising and allocating resources. In the

past year the squad delivered a number of

key initiatives to establish our baseline and

long-term pathway. This included the creation

of a new Spark Environmental Policy, and the

development of a science-based emissions

reduction target.

Spark’s Environmental Policy sets out our

expectations for our people to consider

environmental impacts when making

decisions at work, including examining our

business practices, understanding their

impacts, and taking reasonable steps to

reduce Spark’s environmental footprint. While

a policy alone does not drive improved

environmental performance, it is an important

enabler that allows Spark to show

commitment to environmental protection

from the highest levels of the organisation.

We launched the Environmental Policy

alongside the rollout of FutureFit across Spark

– a tool developed by Auckland Council

which allows employees to assess and reduce

their own carbon footprint and compete for

the largest reductions.

Natural capital

38

Spark New Zealand Annual Report 2021

Creating value for Our environment

Setting a science-based
emissions reduction target

The Science Based Targets initiative (SBTi) is

established as the global standard for

corporate emissions reduction targets. Over

800 organisations have set verified emissions

reduction targets since it launched in 2015.

All SBTi targets must have a strict absolute

reduction target for Scope 1 and 2 emissions,

and also include a separate Scope 3 target if

these emissions are greater than 40% of the

total footprint.

SBTi targets are set against sector-specific

emissions trajectories. The ICT sector

pathways were developed with the

International Telecommunications Union (ITU)

and provide specific emissions reductions for

mobile and fixed networks, and datacentres,

based on projected growth and efficiency

gains. These reductions are then calculated

against our own emissions profile and the

share of our emissions from each activity,

giving a reduction target of 56% over the next

decade. Our analysis shows this is ambitious,

but also achievable over time.

We expect to see efficiency gains across our

operations, although this will be offset by

growth as we rollout our 5G network, support

our customers to move to the cloud, and

invest in our core infrastructure.

56%

Spark New Zealand commits to

reduce absolute Scope 1 and 2

GHG emissions 56% by FY30 from

a FY20 base year.

70%

Spark New Zealand commits that

70% of its suppliers by spend

covering purchased goods and services

and capital goods, will have science-

based targets in place by FY26.

SPARK’S SBTi-VERIFIED EMISSIONS REDUCTION TARGET

Setting our scope 1 and 2 emissions target:

2020-2030 trajectories for ICT operators

Fixed

Networks

62%

reduction

Mobile

Networks

45%

reduction

Data

Centres

53%

reduction

Spark

Combined

56%

reduction

Source: Guidance for ICT companies setting science based targets, ITU, GESI, GSMA, SBTi 

Electricity accounts for over 80% of our

Scope 1 and 2 emissions and our biggest

opportunity to reduce our emissions is

therefore renewable electricity production.

While we will benefit from expected grid

decarbonisation, we must still focus on

energy efficiency within our own operations

and addressing other sources of emissions.

For our value chain target we analysed our

Scope 3 emissions using a mix of supplier

data and New Zealand-specific

Consumption-based Greenhouse Gas

Emissions Input-Output Model factors. This

informed a target that 70% of our suppliers

by spend, covering purchased goods and

services and capital goods, will have

SBTi-aligned targets in place by 2026.

Analysis of our largest suppliers shows that

many are already leading the way, with

existing SBTi-aligned targets in place

covering approximately 25% of our current

spend, with a further 24% by spend in the

process of establishing SBTi-aligned targets.

Scope 1: Direct emissions from sources

owned or controlled by Spark.

Scope 2: Indirect emissions from

purchased electricity.

Scope 3: Indirect emissions from other

sources in the value chain.

39

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Our Greenhouse Gas Emissions
Year-on-year emissions changes

In order to set a SBTi target we refreshed our

FY20 emissions inventory and reporting

methodology, which has also been applied to

our FY21 emissions reporting. For information

on our historic emissions reporting, and more

detailed reporting on our energy usage,

please visit our website (see: www.sparknz.

co.nz/sustainability/environment/).

Over the past year dry hydrological

conditions have seen a significant increase in

non-renewable electricity generation on the

New Zealand grid, which has increased our

emissions per unit of electricity by 26%. This

has driven up our Scope 2 emissions by 22%.

Improvements in energy efficiency, and a

significant drop in business travel, have offset

some of this growth, with overall emissions

increasing 8%.

30,000

0

5,000

10,000

15,000

20,000

25,000

FY21FY20

FY21

FY20

PRODUCT

COSTS

DATA CENTRE

DATA CENTRE

CORPORATE/RETAIL

MOBILE NETWORK

FIXED NETWORKS

OTHER EMISSIONS

OTHER EMISSIONS

BUSINESS TRAVEL

BUSINESS TRAVEL

REFRIGERANTS

BUSINESS FLEET

TONNES-CO

2

E

DIESEL GENERATORS

DATA CENTRE

DATA CENTRE

CORPORATE/RETAIL

MOBILE NETWORK

FIXED NETWORKS

REFRIGERANTS

BUSINESS FLEET

DIESEL GENERATORS

NATURAL GAS

NATURAL GAS

Scope 3

VALUE CHAIN

Scope 2

ELECTRICITY

Scope 1

DIRECT

Scope 3

VALUE CHAIN

Scope 2

ELECTRICITY

Scope 1

DIRECT

Scope 1: Direct emissions from sources

owned or controlled by Spark.

Scope 2: Indirect emissions from

purchased electricity.

Scope 3: Indirect emissions from other

sources in the value chain.

Network efficiency

Over the past year we have continued our

programme of network simplification. The

programme includes the decommissioning of

legacy equipment such as the public

switched telephone network (PSTN). Each

PSTN switch decommissioned results in a

significant electricity saving, which is

contributing towards our emissions reduction

target and offsetting growth in other areas of

our infrastructure. Over FY21 we saw a 5%

reduction in electricity use across our

exchanges and main network sites. See page

31 for information on how we are engaging

with our customers on this change.

Business travel

We also saw an 80% reduction in emissions

from business travel, saving around 2,800

tonnes of CO

2

e. The impacts of Covid-19

restrictions continued from the previous year,

and alongside the continuation of many of

the good practices adopted through

lockdowns, with many of our interactions with

customers and other stakeholders moved

online. We recorded a significant drop in

domestic travel, and international travel

reduced to close to zero.

40

Spark New Zealand Annual Report 2021

Creating value for Our environment

Our fleet
Our fleet is responsible for around 5% of our

reported emissions. In the past year we

continued to transition our vehicles away

from traditional petrol and diesel vehicles to

hybrid, plug-in hybrid (PHEV) and pure

electric vehicles (EVs). Our focus for FY21 was

replacing older vehicles with newer hybrids,

including the introduction of Toyota RAV4

hybrids for many of our vehicles used for

longer journeys. We also transitioned all of

our pool vehicle fleet at our Auckland Spark

City offices to EVs.

At the end of FY21 we had only nine pure

petrol or diesel vehicles remaining in our core

fleet of 229 vehicles. We have a further 214

vehicles assigned to individuals

or subsidiaries.

Over the past year the share of EVs and

PHEVs in our core fleet increased to 44%.

Non plug-in hybrids make up 52% of the

remaining fleet.

E-waste and network

recycling

Spark has a comprehensive programme for

managing end-of-life network equipment

and technology. This is separated into

different waste streams – such as mobile

phones, printed circuit boards, copper

cables, lead batteries and all types of metals.

The different items are sorted, processed by

our recycling partners and then some

components are sent overseas for recycling,

reselling, or reusing.

In FY21 we recovered a total of 638 tonnes

of e-waste, an increase of 27% on last year.

Of this, 132 tonnes was network e-waste

(down 33% on FY20), and 506 tonnes was

metals, cables, and batteries (up 67%),

mainly due to the replacement of exchange

batteries and associated infrastructure. We

continue to improve our recycling

collections focusing on education within

Spark and working with some of our larger

customers to support them to responsibly

recycle their surplus equipment.

One of our new fleet

electric vehicles.

Mobile phone recycling

Spark is a member of the Telecommunication

Forum’s (TCF) RE:MOBILE product

stewardship scheme. The scheme takes

unused mobile phones, and either

refurbishes and on-sells them in overseas

markets or recycles them. Any profits from the

scheme are donated to the charity

Sustainable Coastlines.

In the past year electrical and electronic

products were designated as Priority Products

under the Waste Minimisation Act 2008.

Designation as a priority product means that

an accredited Product Stewardship scheme

must be implemented to manage waste

streams associated with the product

categories. The RE:MOBILE scheme has been

accredited by the Ministry for the

Environment under the requirements of the

Waste Minimisation Act. The Priority Product

designation has led the broader consumer

electronics industry to engage around the

development of a common consumer

e-waste scheme. We are engaging in this

consultation process through the TCF.

In FY21 Spark recycled 28,715 mobile

devices through the RE:MOBILE scheme, up

from 24,929 in FY20. We are working with our

industry partners and the TCF to boost the

awareness of the scheme and overcome the

barriers consumers experience in recycling

their devices.

In the past year the Spark Foundation also

funded the Recycle A Device (RAD) scheme

to collect and refurbish used laptops for

students and others in need of a device.

See page 44 for more information.

41

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Creating value for
Our communities

We work alongside New Zealand

communities to harness the power of

technology and create a positive digital

future for all. Our products and services

help our communities to stay connected

and enable the provision of community

services. Beyond the direct impacts of our

products we want to play a bigger role in

building healthy, connected, and

equitable communities.

Digital Equity

The role of digital technology in New Zealand’s

recovery and transformation brings the issue

of digital equity into the spotlight. We want to

create a positive digital future where every

Kiwi can prosper. Spark’s commitment to

digital equity is clearly outlined in our

three-year strategy with a bold target to

connect 35,000 households in need by the

end of FY23.

Our digital equity efforts are guided by the

Government’s Digital Inclusion Blueprint,

which identified four elements of digital

inclusion: motivation, access, skills and trust.

Spark Foundation has grounded its strategy

in these insights, focussing on the areas it can

make the biggest difference through its

funding: digital access, digital skills and

pathways, and digital wellbeing.

During FY21, Spark worked on a number of

collaborative initiatives with government,

industry, and the private sector. We continued

our work with the Digital Equity Coalition for

Aotearoa (DECA), signing up to Internet NZ’s

Five Point Inclusion Plan, and signing up to

the Digital Boost Pledge – a collaborative

effort with MBIE and the private sector to

boost the digital skills and capabilities of SMEs.

Social + human capital

42

Spark New Zealand Annual Report 2021

Creating value for Our communities

Spark Foundation
Spark’s community work is led by Spark

Foundation, which has a single-minded focus

on digital equity. The Foundation’s vision is

that no New Zealander is left behind in a

digital world.

Spark Foundation allocates funding for

programmes through a strategic partnership

approach, focusing on working with

organisations whose work is aligned to

improving digital equity for Aotearoa. Some

of the Foundation’s key partnerships include:

Digital Skills and Pathways

• Take2: A programme that aims to break

the cycle of crime through technology.

Take2 teaches incarcerated individuals to

code, enabling meaningful employment

opportunities once they are released.

Hihiko Te Rawa Auahau: Delivered by Toi

Kai Rawa, the Bay of Plenty’s Māori

economic development agency,

innovation hubs will be embedded into

30 Māori communities across the wider

Bay of Plenty over the next the years.

• Digital Natives Academy: A not-for-profit

based in Rotorua that aims to create

career pathways for whānau who don’t

have access to technology, by offering a

supportive and safe environment to learn,

and free courses in areas like digital

wellbeing, game design, and animation.

• Digital Future Aotearoa: Digital Future

delivers a range of programmes

including Code Club (a nationwide

network of over 400 coding clubs for

kids), The Electric Garden (a

programme for years 5–8 students that

teaches kids about digital technologies

through the garden), and Recycle A

Device (see page 44).

Digital Wellbeing

• Te Iwi Matihiko: A values-based

approach to digital wellbeing that

draws from the Te Whare Tapa Whā

model of health but designed for

today’s youth. The programme aims to

introduce tamariki (9-11yrs), rangatahi

(12yrs+) and pakeke (adults) to the key

tools they will need to safely navigate

social media and online gaming. Te Iwi

Matihiko was developed by Digital

Natives Academy.

• The Light Project: This is a pilot project

that aims to help youth, their whānau,

schools and wider communities to

navigate the challenges presented by

online pornography. It addresses one

of the biggest barriers to digital equity

amongst some New Zealand families

– a fear that the internet might cause

harm to tamariki and rangatahi.

Connecting our

communities

Skinny Jump

Spark Foundation supports the delivery of

Skinny Jump by managing the partnerships

that deliver the programme in the community.

Jump is a not-for-profit wireless broadband

service for those who find cost is a barrier to

having an internet connection at home. The

service is entirely prepaid, so there are no

long-term contracts or credit checks needed,

and all it takes to get set up is registering

through a partner and plugging in

the modem.

Skinny Jump is available through a

community partner network, which is

overseen by Digital Inclusion Alliance

Aotearoa (DIAA) and includes 284 local

partners nationwide spanning community

libraries and community hubs amongst

others. Skinny Jump currently has 15,121

1


customers using this service.

Our aspiration for FY21 was to reach 20,000

homes, however this target was not achieved.

We proactively manage the number of

wireless broadband customers we have by

location, to ensure all customers have a good

user experience on our network. During the

year we discovered that some areas of

need are at capacity. To remedy this, we are

prioritising the rollout of our 5G network

in these areas, and upgrading 4G at the

same time, to boost capacity for Skinny Jump

in FY22.

Barriers to digital equity extend well beyond

network capacity and access and can include

challenges such as a lack of digital skills, trust

in technology, and the motivation to get

connected. To better understand our Skinny

Jump customers and further barriers to their

participation, Spark Foundation and DIAA are

currently conducting customer interviews to

understand the key drivers of inactivity.

Previous research identified cost can remain a

barrier, even at a very low investment level

(such as $5 for Jump). As a result, the

Foundation is also trialling providing

customers with 15GB of free data each month

to ensure a level of access regardless of

ability to pay.

1 To be an active connection, data must have been used in the past 30 days.

43

Whakaahu whakamua

Spark New Zealand Annual Report 2021

In FY21 Spark Foundation established two
new partnerships to support the growth of

Skinny Jump in the community.

At the start of the school year, a half-a-million-

dollar fund was launched in partnership with

Spark network supplier, Ciena, to provide

Jump free to eligible students in decile 1 and

2 high schools across New Zealand. The

‘Ciena Jump for Students Fund’ gives eligible

students a free Skinny Jump wireless modem

and broadband connection – including

150GB of free data per month, until the end

of the school year.

In June, Spark Foundation announced the

‘Awhi Matihiko: Red Cross Digital Settlement

Package’ – a collaboration with New Zealand

Red Cross, Internet NZ, and Digital Inclusion

Alliance Aotearoa to empower new refugees

with digital access. The package includes a

Skinny Jump connection with data paid for

12 months (or a fixed line connection if Jump

is not available at their address), a laptop,

and if required, digital skills training.

Ciena Jump for students fund

$500,000

committed to offer free Jump connections

Recycle A Device (RAD)

500

laptops donated to communities in need

Recycle A Device

Recycle A Device (RAD) is a Spark Foundation

funded programme that takes second-hand

laptops donated by businesses and

households; teaches local high school

students to refurbish them; and then gets

them into the hands of those who need them

the most.

The result is an end-to-end process of device

collection, refurbishment, distribution, and

disposal that enhances digital equity at every

level – providing highly sought-after tools,

access, and skills to high school students,

while also offering the added environmental

benefit of diverting e-waste from landfill by

giving these laptops a second life. Once

devices have been refurbished, they are

transferred to students within the school

community itself, or to other community

organisations for distribution to people in

need. As well as Spark Foundation funding,

Telegistics – Spark’s ICT and logistics business

– has partnered with RAD providing all

logistics support, and Spark New Zealand has

committed 500 laptops into the programme

in 2021.

15,121

1

active connections

280

community partners

Skinny Jump

1 To be an active connection, data must have been

used in the past 30 days.

44

Spark New Zealand Annual Report 2021

Creating value for Our communities

Connecting our people to
our communities

Spark Volunteer

Spark employees can take one volunteer day

each year, and Spark Foundation encourages

skills and mission-based volunteering.

Skill-based volunteering means our people

focus on opportunities that take advantage of

their specialised skills and talents to assist

not-for-profits. Mission-based volunteering

means volunteering with organisations whose

work aligns with the purpose of Spark – to

help all of New Zealand win big in a

digital world.

Spark Foundation works with our people to

help them find an appropriate skill or

mission-based volunteering opportunities.

Some of the organisations that our people

volunteered for over the year include Lifeline,

Summer of Tech, Shadow Tech, Hatch

and Take2.

We are currently reassessing our volunteering

programme to align it with our focus on

digital equity as an organisation and to

provide more opportunities for our people to

match their skills with organisations in need.

In FY21 Spark Foundation worked with

Volunteering New Zealand on a series of

workshops to reimagine the future of

volunteering at Spark, which we will explore

further in FY22.

Volunteer leave days used in FY21

Total staff eligible

for Volunteering:

4,358

(2020: 4,383)

Total employee

participation:

440

(2020: 501 days)

% of Employee

participation:

10%

(2020: 11%)


Spark Give

Our payroll giving programme, Spark Give,

enables our people to donate to schools

and charities via their pay. Spark

Foundation matches the amount

employees donate dollar-for-dollar up to

$500 per employee per annual year.

Spark Give results for the year

Employee Donations:$466,022

(FY20: $422k)

Spark’s Matching:$179,486

(FY20: $173k)

Number of employees

participating:

486

(FY20: 488)

Engouraging greater use of Te Reo in

our communities through Kupu

As part of our support for Māori

language week, we continued to

promote our Kupu Māori language app

and encourage greater use of Te Reo by

New Zealanders. To use Kupu, users

simply take a picture on their mobile

phone and Kupu will use image

recognition to identify the object in the

picture and provide a Te Reo Māori

translation for it.

45

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Our Board
1.

3.

5.

4.

6.

7. 8.

2.

1. Justine Smyth, CNZM

Chair

Justine joined the Board of Spark New

Zealand in December 2011 and became

Chair in 2017. She has extensive experience

in governance, mergers and acquisitions,

taxation and financial performance of large

corporate enterprises, as well as actively

investing in small and medium enterprises

(SMEs). Her background is in finance and

business management, having been a Partner

with Deloitte and Group Finance Director at

Lion Nathan. She is currently a director of

Auckland International Airport Limited, and

Chair of The Breast Cancer Foundation New

Zealand. Justine has a Bachelor of Commerce

from the University of Auckland and is a

Fellow of Chartered Accountants of Australia

and New Zealand and a Chartered Fellow of

the Institute of Directors. In 2020 Justine was

appointed a Companion of the New Zealand

Order of Merit for services to governance

and women.

2. Alison Barrass

Non-executive Director

Alison joined the Board in September 2016.

She brings a broad range of skills, including

knowledge and expertise in the fast-moving

consumer goods (FMCG) sector and in

governance, leadership and marketing-led

innovation. Her background includes 30 years

experience at major international FMCG

companies, including PepsiCo, Kimberley-

Clark, Goodman Fielder and Griffins Foods.

She is currently a director with GWA Group,

Heilala Vanilla, Rockit Global, Zespri and is

Chair of Tom & Luke and Babich Wines.

Alison has a Bachelor of Science from the

University of Southampton and a Business

Diploma in Marketing from the University

of Auckland.

46

Spark New Zealand Annual Report 2021

Our Board

3. Paul Berriman
Non-executive Director

Paul joined the Board in December 2011,

bringing over 35 years of international

experience in telecommunications, media

and convergence. Until January 2021 he was

Group Chief Technology Officer of the HKT

Trust, where he was responsible for leading

the group’s product and technology roadmap

and strategic development. Prior to this he

was Managing Director of management

consultancy Arthur D. Little in Hong Kong and

he has held roles in Reuters and several major

Hong Kong service providers. In 2009 Paul

was recognised by the IPTV World Forum

with its Special Merit Award for Outstanding

Industry Contribution and in 2008 he was

listed as one of the Global Telecoms Business

Magazine’s top 100 “most influential persons

in telecoms”. He is a Chartered Engineer who

holds a Bachelor of Science in electro-

acoustics from the University of Salford (UK)

and a Masters in Business Administration

from the University of Hong Kong. Paul is a

director of Rain Networks in South Africa, and

a former director of the global Next

Generation Mobile Networks Alliance of

mobile network operators.

4. Warwick Bray

Non-executive Director

Warwick joined the Board in September

2019. He brings over four decades of

experience in the international

telecommunications, technology and media

sectors, most recently in senior executive

roles at Telstra. During his nine years at Telstra

up until 2018, Mr Bray’s executive roles

comprised Chief Financial Officer, Group

Managing Director Product, Executive

Director Mobile and Head of Corporate

Strategy. Earlier in his career, he was a

managing director at JP Morgan (London)

and Dresdner Kleinwort Wasserstein

(London) in telecommunications equity

research. He also worked at McKinsey &

Company in Europe, advising

telecommunications companies on strategy,

regulation and operational improvement, and

as a network systems engineer at Hewlett

Packard. Mr Bray has served on the GSMA

strategy committee, the boards of Hong

Kong mobile business CSL and Australian

pay TV operator Foxtel and as Chairman of

the Australian Mobile Telecommunications

Association. He holds a Bachelor of Science

(Hons) and a Masters in Business

Administration from the University

of Melbourne.

5. Charles Sitch

Non-executive Director

Charles joined the Board in December 2011.

He has more than 20 years’ experience in

driving business strategy, having worked for

McKinsey & Company from 1987, where he

became senior director in 2010, primarily

working with CEOs and boards on strategy

and operations turnarounds, before retiring

in 2010. Since 2006 he has been involved in

various new business ventures. Charles was

previously Chairman of the Board of Trinity

College at the University of Melbourne. He

holds a Masters in Business Administration

from Columbia Business School and a

Bachelor of Laws and a Bachelor of

Commerce from Melbourne University. He is

also a Graduate of the Australian Institute of

Company Directors.

6. Jolie Hodson

Chief Executive and Executive Director

Jolie joined the Board in September 2019.

As Chief Executive Jolie is responsible for

ensuring Spark has a sound strategy and

solid execution, while building a leadership

team around her and a business that is able

to adapt to the fast-changing world of digital

services. Jolie first joined Spark in 2013 as

CFO, and in subsequent years held the roles

of CEO Spark Digital and Customer Director.

Over this time she played a pivotal role in

transforming Spark from a legacy telco to a

growing digital service company, and was

appointed Chief Executive on 1 July 2019.

Prior to joining Spark Jolie worked for 20

years in a range of senior finance roles for the

Lion Group and Deloitte. She has a Bachelor

of Commerce from the University of

Auckland, and is a Fellow of Chartered

Accountants of Australia and New Zealand.

7. Pip Greenwood

Non-executive Director

Pip joined the Board in April 2018, bringing

significant experience in capital markets,

mergers and acquisitions,

telecommunications and governance. She

was formerly interim CEO of Russell McVeagh

and a senior partner at the firm, with over ten

years’ experience on the firm’s Board

including time as its Chair. Over the years Pip

has advised on many high-profile New

Zealand corporate transactions that have

changed the face of industries. She was a

member of the New Zealand Takeovers Panel

from 2007 to 2011 and is a current director of

Fisher & Paykel Healthcare, Westpac New

Zealand (Chair from 1 October 2021), The a2

Milk Company and a trustee of the Auckland

Writers Festival. Pip has a Bachelor of Laws

from the University of Canterbury.

47

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Strategic role of the Board
Spark’s Board plays a critical role in helping to

guide and test company strategy, by

engaging in an ongoing conversation with

the Leadership Squad around key strategic

decisions. These decisions are in relation to

the long-term strategic planning and

direction of the business, including non-

financial performance and our ability to create

value in the medium and long term. This

includes customer experience, environmental,

social and governance measures.

As the body elected by shareholders to

protect and enhance the value of Spark’s

assets, the Board has oversight of Spark’s

financials and the annual and three-year

planning processes. Board members engage

in robust discussions with management

around the strategic direction of the business

to test and ensure investment is going

towards the things that will deliver the best

outcomes for the company and shareholders.

This flows through to Spark’s remuneration

policies where there is Board involvement in

setting targets and hurdles for short-term and

long-term incentives.

Board changes

After six years as a director of Spark, Ido

Leffler stepped down from the Board at our

Annual Meeting of Shareholders in

November 2020. We announced two further

Board changes following the end of FY21.

David Havercroft will become a non-

independent, non-executive director on the

Board from 1 October 2021. We are

delighted to have someone of David’s calibre

joining our Board. His skills and significant

industry knowledge and experience will be

vital as Spark continues to adapt and grow in

today's uncertain context. We also announced

that Pip Greenwood will not be seeking

re-election at our Annual Meeting of

Shareholders in November, after taking on

the role of Chair at Westpac New Zealand

from 1 October 2021. The Spark Board

thanks both Ido and Pip for their valuable

contribution over what has been a very

important period of transformation for Spark.

Future Director

Spark also supports the Future Directors

programme and appointed its second Future

Director Ana Wight effective 1 February 2020

for an initial period of 12 months. This

appointment has been extended until

31 December 2021.

Board succession

Spark’s Board has an appropriate mix of

tenure, skills, diversity and experience. This

allows the Board to be ambitious and to

deliver on those ambitions and to enable

Spark to tackle the challenges and

opportunities of the digital era.

The Board skills matrix on the following page

outlines the qualifications, capabilities,

geographical location, tenure and gender of

each member of the Board.

There is an ongoing Board succession

programme, which is focused on finding new

directors with relevant skills and experience

that complement the diverse perspectives

already represented around the table.

48

Spark New Zealand Annual Report 2021

Our Board

Definitions of categories of capability:
Strategic knowledge for scale telco/

technology businesses: experience as a

senior executive in, or as a strategy

professional advisor to, large telco/

technology businesses.

Financial/commercial: a strong accounting

and finance background, most likely being a

chartered accountant, having held the

position of CFO in a significant publicly listed

company, or leadership position in

professional services/advisory firm.

Risk management/legal/regulatory and/or

sustainability: experience in identifying and

mitigating both financial and non-financial

risks/extensive legal experience/experience

with influencing public and regulatory policy

decisions and outcomes/experience in the

design and application of sustainability

frameworks.

Customer insight/retail/brand: experience as

a senior executive responsible for driving

customer experience including by effectively

using insights, optimising customer journeys

and building brand experience for customers

People leadership and culture: experience as

a CEO of a significant publicly listed company

or large private stand-alone company.

Leadership skills including the ability to set

appropriate organisation culture.

Listed company governance: listed company

Board experience other than Spark,

experience with sophisticated

governance structures.

Capital markets/capital structure: strong

knowledge of debt and equity capital

markets, and experience with mergers and

acquisitions/experience dealing with a range

of funding sources and capital

structuring models.

Digital/data/media/new markets: experience

as a senior executive in, or as a professional

advisor to, digital, data and/or media

business, or businesses in emerging new

markets. Experience in the use of digital

channels and the latest innovative and

digital technologies.

Board skills matrix

Justine

Smyth

Alison

Barrass

Paul

Berriman

Charles

Sitch

Pip

Greenwood

Warwick

Bray

Jolie

Hodson

Qualifications

BCOM, FCA,

CFINSD

BSC, DIP BUS,

MARKETING

MBA, BSC,

CENG

MBA, LLB,

BCOM

LLBBSC, MBABCOM, FCA

Capability

Strategic knowledge for scale telco/technology businesses

Financial / commercial


Risk management / legal / regulatory and/or sustainability

Customer insight / retail / brand

People leadership and culture

Listed company governance

Capital markets / capital structure

Digital / data / media / new markets

Geographical locationNZNZHong KongAustraliaNZAustraliaNZ

Tenure (years)9.74.99.79.73.31.91.9

GenderFFMMFMF

The Board skills matrix identifies the predominant skills of each Director.

The Board has specifically limited high capability and medium capability to both having a maximum of two areas for each Director.

KEY

: High Capability Medium Capability

49

Whakaahu whakamua

Spark New Zealand Annual Report 2021

1.
3.

5.

7.

2.

4.

6.

8.

Our Leadership Squad

1. Melissa Anastasiou

General Counsel

As General Counsel, Melissa leads Spark’s legal

and compliance functions, providing Spark with

strategic legal and commercial guidance,

ensuring the business acts lawfully and with the

utmost integrity. She has also played a pivotal

role in leading out Spark’s diversity and inclusion

programme. Melissa joined Spark in 2009 and

undertook a range of legal roles across the

organisation before being appointed as Group

General Counsel in 2012. Prior to joining Spark

Melissa spent a number of years as a Senior

Legal Counsel for UK mobile provider Telefonica

O2. She also has extensive experience working

for leading corporate law firms in Auckland and

the UK. Melissa has a Bachelor of Laws from

Victoria University of Wellington.

2. Matt Bain

Marketing Director

As Marketing Director Matt brings his

outstanding digital marketing and customer

experience skills to place the customer right at

the centre of Spark’s thinking and actions. Matt

was previously based in Amsterdam as

European Managing Director for agency AKQA

– one of the world’s leading innovation and

brand experience agencies, with responsibility

for 500+ employees across five countries. Over

an 18-year career Matt has built an impeccable

international reputation with some of the

world’s greatest brands – Nike, Heineken, Mini,

Rolls Royce, Siemens, EA Sports, Audi, Phillips,

Tommy Hilfiger and KLM amongst others. He

holds a Master of Commerce from the

University of Auckland.

3. Mark Beder

Technology Director

As Technology Director Mark steers the big

technology choices and deployments that

ensure Spark offers customers the best

data connectivity experience possible. This

means optimising significant investments in

data networks, mobile, and IT infrastructure

to set Spark up for growth and enable

New Zealand’s digital future.

50

Spark New Zealand Annual Report 2021

Our Leadership Squad

Mark became Chief Operating Officer in
2016, after joining the business in 2003. Since

2003 he has held several senior technology

roles across the business. He has successfully

driven major initiatives and innovation,

including Spark’s Mobile network evolution

and the ongoing replacements of the PSTN

with a new Converged Communications

Network (CCN).

Before joining Spark Mark worked as a Senior

Manager for Ernst & Young Consulting in

Auckland. He has a Bachelor of Commerce

from the University of Auckland.

4. Leela Gantman

Corporate Relations Director

Leela joined Spark as Corporate Relations

Director in January 2020, bringing with her

close to 20 years’ experience in corporate

and agency roles in New Zealand and

Australia.

Prior to joining Spark Leela was Head of

Communications at Fletcher Building, and

before this External Relations Director at

beverages group Lion in Australia.

As Spark’s Corporate Relations Director Leela

is responsible for reputation management,

internal communications, government,

industry, and community engagement and

the charitable activities of the Spark

Foundation. She also oversees the Company’s

sustainability strategy and serves as a Trustee

on the Spark Foundation Board. Leela holds a

Bachelor of Arts in Communications from the

University of Technology Sydney.

5. Stefan Knight

Finance Director

Stefan was appointed Finance Director in

December 2019. Stefan has been with Spark

since 2003 and has worked across a range of

finance and business performance related

roles. He played a key role over recent years

in important Spark initiatives, including the

Turnaround and Quantum business

improvement programmes and, more

recently, was part of the leadership group that

helped shape the organisation’s move to an

Agile way of working.

Stefan is a Chartered Accountant and began

his career at Deloitte working across both

Audit and Corporate Finance. Stefan has a

Bachelor of Commerce in Accounting and

Finance from the University of Auckland

6. Grant McBeath

Customer Director

As Customer Director at Spark New Zealand,

Grant leads the customer facing teams and is

focused on developing clear insight into what

customers value and helping the teams

deliver it.

Grant joined Spark in 2013 as General

Manager of Sales for the Spark Consumer

and SMB business. The role grew and he

picked up the Consumer and SME Sales,

Service and Operations teams, and he had a

period of six months as acting CEO for Spark

Home, Mobile and Business in 2018 prior to

Spark transitioning to Agile ways of working.

Prior to working for Spark, Grant held a

number of global roles at Nokia throughout

Asia, and other global roles with Chevron

Texaco, Coca-Cola and Cadbury in NZ. Grant

completed a BCom at the University of

Auckland, and also completed his MBA from

the Helsinki School of Economics.

7. Heather Polglase

Human Resources Director

Heather was appointed HR Director in

September 2019. Heather joined Spark in

2013 and has over 20 years international

experience as an HR professional, with a

proven track record for business

transformation, talent management,

leadership development and succession

planning across a range of industries

including FMCG, retail, hospitality,

technology, and telecommunications.

At Spark, Heather has held various senior HR

positions and delivered a number of critical

initiatives, including being a key architect of

Spark’s Leadership and Development

programme to build high-performing teams

and leaders.

Prior to joining Spark, Heather was a senior

HR leader for almost a decade within

Progressive Enterprises then spent two years

in Australia leading HR, People Strategy &

Change Management at Dan Murphy’s. She

has a Bachelor of Business Studies Degree

(Hospitality Management) from Auckland

University of Technology.

8. Tessa Tierney

Product Director

As Product Director Tessa is responsible for

designing and delivering products and

service experiences that customers value.

Tessa is also responsible for shaping Spark’s

investments and maturing capability in digital,

IT, data, and experience design to deliver on

future business needs.

Tessa joined Spark in November 2015 as the

Manager of Brand, Communications and

Events for Spark Digital before moving on to

become Business Manager. In 2017, Tessa

joined the team that was responsible for

successfully transitioning Spark into an Agile

organisation and is regarded as one of

New Zealand’s leading Agile and product

development practitioners.

Tessa brings to the role more than 16 years of

experience in information and

communication technologies, having

previously held a variety of roles at Vodafone

New Zealand. She has a Diploma in

Communications Studies from Manukau

Institute of Technology.

51

Whakaahu whakamua

Spark New Zealand Annual Report 2021

To achieve our purpose, Spark must
successfully execute our business strategy

while maintaining high standards of

operational performance and

corporate governance.

Maintaining high standards

of corporate governance

The Board regularly reviews and assesses

Spark’s governance structures and processes

to ensure that they are consistent with

international best practice, in both form

and substance.

Spark has complied with the

recommendations of the NZX Corporate

Governance Code and substantially complied

with the principles and recommendations of

the ASX Corporate Governance Councils

Principles and Recommendations (4th

Edition) for the FY21 reporting period. You

can read about how we have complied with

these recommendations and principles in

Spark’s Annual Corporate Governance

Statement 2021 at www.sparknz.co.nz/

about/governance/

On 29 March 2021 Spark published its first

Modern Slavery Statement, which sets out

how we are managing and mitigating any

risks of modern slavery in our operations and

supply chain. Our approach to managing

modern slavery risks is supported by our high

standards of operational performance,

corporate governance and risk management.

Our FY21 Modern Slavery Statement can be

found on our website at: www.sparknz.

co.nz/about/governance. Copies of, and

details about, Spark’s corporate governance

policies, practices and processes can be

found on our website at: www.sparknz.

co.nz/about/governance

Our governance and

risk management

Our approach to tax

In the past year Spark published its Group Tax

Strategy to provide clarity and transparency on

our approach to tax. The digital economy is an

important and growing sector in New Zealand,

and the taxes we pay are an important source

of government revenue. Spark’s tax strategy

follows the spirit of the law in addition to the

pure interpretation of the law. We believe that

it is important that those in the sector pay their

fair share of taxes to support the ongoing

investment required for New Zealand’s

long-term success. This includes the provision

of infrastructure, education, social and

environmental services we rely on as a

New Zealand-based company.

In FY21 Spark’s effective tax rate was 30.6%,

which is higher than the New Zealand

domestic tax rate of 28%. This is primarily

because Spark's share of underlying earnings

of Southern Cross are taxable under New

Zealand's international tax rules, while in FY21

no non-taxable dividends were received from

Southern Cross (see note 6.1 of the financial

statements for a breakdown of income tax

expense). As a large business, Spark makes a

0

20

40

60

80

100

120

140

160

180

200

$ MILLION

OVERSEAS

TAX PAYMENTS

TOTAL INCOME

TAX PAID

NZ INCOME TAX

CONTRIBUTED

TAX CREDITS

(INC. FITC)

PROVISIONAL

TAX PAID

$188m

($5m)

$183m

($47m)

($136m)

ESG performance and

reporting

Spark is committed to the continuous

improvement of our environmental, social,

and governance (ESG) performance. We seek

to present a clear and transparent assessment

of our ESG performance by considering the

GRI Standards and Integrated Reporting

International <IR> Framework in our

annual reporting.

In the past year we established a cross

functional group accountable for

environmental and ESG performance,

reporting and risk management.

We established an Environmental Policy, and

integrated this into governance, and

completed a review of ESG reporting

benchmarks. This informed a decision to

prioritise participation in the Corporate

Sustainability Assessment (CSA). The CSA is a

comprehensive benchmark of our ESG

maturity against our peers, with good

coverage against our material sustainability

issues. The CSA is now a part of S&P Global

and is the assessment framework behind

inclusion in the Dow Jones Sustainability

Index (DJSI) global series. We will also

continue our participation in the Carbon

Disclosure Project (CDP), which is aligned to

the CSA.

Breakdown of income tax payments FY21

52

Spark New Zealand Annual Report 2021

Our governance and risk management

significant contribution to New Zealand’s tax
base. Spark contributed $183 million of

New Zealand income taxes during FY21

(before any tax credits were applied).

In addition to income tax paid by Spark, the

Spark Group has payment and collection

obligations across a wide range of tax types

resulting in an excess of $599m of taxes

under management during FY21.

Spark has a limited number of international

investments and does not incorporate any

inappropriate use of tax haven countries.

These investments are subject to all

applicable New Zealand and/or international

tax rules that specifically include transfer

pricing where required. This includes one

wholly owned subsidiary – Teleco Insurance

Limited, Spark’s group insurance company -

that is registered in Bermuda, but a tax

resident in New Zealand. Spark also has

non-controlling shareholdings in the

Southern Cross Cables group of companies

that utilises companies registered in Bermuda

the defined governance structure that

supports its application across Spark. More

information on the roles and responsibilities

are included in the table on page 118.

Strategy and objective setting

This domain focuses on integrating risk

management into strategy setting and

business planning. Examples include the

consideration of risks and opportunities to

business objectives when making strategy

decisions and checking in with every function

using a systematic method as part of the

Quarterly Business Review Process. Each

quarter the Leadership Squad communicate

the top priorities for the business to the

Wider Leadership Group, and support

execution with strategic guidance and access

to extra resources as needed.

Performance

This domain involves maintaining a portfolio

view of risks under active management.

Examples include maintaining a principal risk

profile that is used by the Leadership Squad

and the ARMC to understand relevant risks

and how they are being managed. It also

focuses on the quality of the embedded risk

management practices that are used within

functions across the business. These two

views enable in-depth analysis of relevant

business risks and how they are being

managed from a top-down and bottom-

up perspective.

Review and revision

This domain involves identifying and

implementing opportunities to continuously

improve risk management practices.

Examples include regular assessments of the

policy and framework.

Taxes under managementand the United States. See our listings on

page 79.

The full tax strategy is available online:

www.sparknz.co.nz/about/governance/

Managing risk

Our risk policy and framework helps people

to manage uncertainty and adapt to

challenges as they pursue Spark’s strategy.

Oversight by the Audit and Risk Management

Committee (ARMC) and the diligent

application of the defined roles and

responsibilities across the business ensures

Spark’s risk management system

remains effective.

The policy and framework are benchmarked

to COSO ERM 2017 (COSO), a leading

practice risk management standard. Spark

has used this as its primary standard to

benchmark against since July 2018. Spark

also uses other leading risk management

standards like ISO31000: 2018 and specific

standards and guidance, where available, to

benchmark and inform it risk

management practices.

Spark’s framework is structured into five risk

management domains that all work together

to enable a robust system for risk

management. Below is a description of each

domain and some examples of activities by

domain to help understand the framework in

more depth.

Governance and culture

This domain reinforces the importance of risk

management and influences how people

apply the framework. Managing risk is

embedded in Spark’s organisational

structure, its functional activities, and is

supported by specialist resources from the

Risk Team. Examples include the policy and

FOREIGN INCOME TAX

OTHER

NZ INCOME TAX

PAYE

GST

$

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$

5

M


$

2

3

M


$

1

8

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M


$

1

6

9

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53

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Information, reporting and communication
This domain focuses on guiding Spark on

how to use the policy and framework.

Examples include information pages, access

to support channels, and education sessions.

The policy and framework are assessed

annually, and externally every three years to

ensure they remain effective. All assessment

results and agreed actions are shared with

the ARMC to ensure they remain informed

about the status of the policy and framework.

Spark’s principal business risks

Principal risk profiles are updated twice

yearly. The last update was finalised in August

2021. The principal risk themes identified

were:

Estimating impacts and responding with

balanced judgement to COVID-19

Estimating the impacts that Covid-19 will

have on the New Zealand economy and

Spark continues to be challenging. Risk

factors include over or under-estimating the

revenue impacts, not taking advantage of

opportunities, and preserving the health and

safety of our people. With the vaccine rollout

progressing and strict border controls

continuing, New Zealand should remain

protected. However, international

developments and recent lockdowns in

Australia are a stark reminder how quickly it

can turn. To mitigate this risk, Spark has

identified probable scenarios and response

plans, and tuned its performance monitoring

to track measures that indicate if anticipated

impacts are arriving so that we can respond

quickly. Investment into robust procedures for

government alert level changes and the

ability for people to work remotely enable

Spark to put our people’s safety at the centre

of decision making.

to maintain appropriate operational controls

for Privacy. External reviews have helped to

ensure that critical elements for our security

risk management remain healthy. These

reviews also included security maturity

validations and security device configuration

audits to ensure our processes meet

expected standards.

Cost optimisation while maintaining

operational standards

While executing net cost reduction is a

strength for Spark, it needs to be done

sustainably so that operational delivery

standards for customers are maintained.

Inherent risks include unintended

consequences from initiatives, brand

reputation damage, and accelerated

regulatory intervention. To mitigate this risk,

the Leadership Squad has established a

formal delivery structure. This structure

includes strong governance and all initiatives

using road-tested execution methodologies.

Trajectory toward targets is measured, which

in turn enables intervention and course

corrections when required.

Delivering Spark’s strategy with skill

shortages in New Zealand

An emerging risk for Spark is access to the

people and skills it needs to execute on its

business strategy. Competition for skilled

people is high and finding new talent to join

Spark is becoming more difficult with low

unemployment. Mitigation strategies to

ensure we have access to specialist skill sets

include partnering to attract and retain

people, continued focus on engaging

employee experiences and benefits,

investment in development and identifying

where team members can be upskilled from

existing roles into new areas of opportunity.

Management is very aware of this risk and is

actively managing it across specifically

impacted business teams.

Executing simplification projects

Spark plans to continue simplifying its

portfolio of products and migrate customers

to new plans. This objective introduces

revenue and customer experience risks

because execution requires cooperation by a

complex set of stakeholders (e.g. customers,

regulatory bodies, suppliers, and internal

teams) and retiring legacy products is

challenging. In FY21, Spark made good

progress maturing its approach and

capability in planning and executing

simplification projects, such as retiring legacy

plans. Close monitoring by Management

enables risk and issues to be worked through

effectively, particularly when trade off

decisions are required.

Delivering technology and

network leadership

The use of already established and proven

delivery methods for large-scale network and

technology projects (such as our 5G roll-out)

will help us to manage potential risks created

by delivery of new technologies and will also

sustain our existing technology. With a high

share of operational cost, Spark’s technology

units will also have to continue executing

net-cost reduction while maintaining

operational standards. In addition to cost

optimisation mitigations, technology units

have strengthened operational risk

management to ensure visibility and

coordinate risk response actions.

Maintaining customer trust in our

information security and privacy controls

Evolving external threats, internal changes,

changing legislation, and high expectations

from customers and stakeholders may create

delivery challenges. Security and Privacy

roadmaps jointly created with Agile units and

strong governance involving the Leadership

Squad help to ensure that significant risks are

managed. The Security Tribe is responsible

for critical operational controls to ensure

standards and compliance are upheld. Our

Digital Trust team sets privacy frameworks

and standards that Agile units need to apply

54

Spark New Zealand Annual Report 2021

Our governance and risk management

Business continuity and crisis management
The Business Continuity and Crisis

Management Policy protects customers from

the impact of disruptive events and ensures

value generating activities are resilient and

comply with relevant external standards, for

example Civil Defence and 111 obligations.

Spark’s framework is benchmarked to

ISO22301 and ISO 22313, which are

acknowledged as leading practice standards

for business continuity. It is overseen by the

ARMC in a similar way to the Managing Risk

Policy and Framework. Regular reviews of the

framework are performed by the Risk and

Internal Audit Teams. External reviews and

testing of key elements of the framework

such as the Level One Criss Management

Plan and Team are also done to ensure that

the framework remains effective.

Spark’s business continuity framework

performed well when called upon during the

Covid-19 pandemic. Spark continues to

navigate the pandemic’s impacts such as

unexpected lock-downs, supply chain issues,

access to off-shore talent and resources.

Our continued investment in network

resiliency, as outlined on page 30, also

demonstrates application of the framework

in practice.

Climate-related risk

Climate change poses a risk to our business

due to potential disruption to our operations

and our customers. The Financial Sector

(Climate-related Disclosures and Other

Matters) Amendment Bill proposes a

requirement for all equity and debt issuers on

the NZX to report based on requirements

aligned to the Task Force on Climate-related

Financial Disclosures (TCFD) framework.

We integrated elements of TCFD disclosure

in our FY20 report. This year we completed a

climate risk analysis against two scenarios,

aligned to TCFD guidance. Our Leadership

Squad and Board were engaged on the

design of the risk process and reviewed

the findings.

We will continue to incorporate TCFD

reporting into our Integrated Report,

providing an annual process for the review of

our climate-related financial risks

and disclosures.

Our initial scenario analysis did not identify

any immediate or extreme risks. We do not

intend to complete a full climate scenario

analysis on an annual basis. However, we

have identified a number of areas for future

analysis, including evaluating climate risk in

our supply chain, and reviewing physical

adaptation risk alongside the development of

the national Climate Change Adaptation Act.

Our scenario-based risk

assessment

Our climate risk assessment considered two

scenarios matching those used by the

National Climate Change Risk Assessment

produced by Ministry for the Environment

and aligned to TCFD recommendations:

Scenario 1 – RCP 4.5: A future where early,

ambitious mitigation has limited temperature

change. This identifies risks to Spark from

rapid de-carbonisation, for example from

regulatory intervention, a high carbon price.

Scenario 2 – RCP 8.5: A future where

insufficient early mitigation has led to

significant risk requiring adaptation to rising

temperatures. This identifies risks to Spark

from extreme weather events, sea-level rise,

and knock-on impacts on our operating

environment.

This analysis was undertaken through a series

of interviews with key teams across Spark,

with oversight of the Environment and ESG

Squads. This was supported by a process to

map our infrastructure against publicly

available climate scenario modelling data, to

understand the number and location of sites

that may be of greater risk.

55

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Our scenario-based risk assessment
Impact rating

Our climate scenario risk analysis considered the likelihood, impact,

and urgency of risks using 3, 10 and 30 year time horizons. Using the

same impact and likelihood categories as our standard enterprise risk

management system we identified no risks that met our highest

’Extreme’ risk category, and seven that fell into lower risk

rating categories:

Physical adaption risk Includes impacts on network resilience and future investment, increased weather events, sea level rise,

planning and Resource Management Act (RMA) requirements, and insurance costs.

Rated as high likelihood with

low impact in the 3 year horizon,

growing in impact over the

10 and 30 year time horizons.

We mapped key infrastructure against publicly available climate scenario models. This showed many of the most

extreme climatic changes expected to 2050 are in lightly-populated areas, for example on the West Coast of the South

Island. Most of the population, and therefore much of our network, is in coastal areas. Analysing site proximity to coastal

inundation risk zones, and factoring site elevation, shows only a small number of sites at greater than moderate risk in

2050 under the RCP 8.5 scenario.

In the next two years the RMA will be repealed and replaced with three new acts: the Natural and Built Environments

Act; the Strategic Planning Act; and the Climate Change Adaptation Act (CAA). We expect the introduction of the CCA

will establish a coordinated, national approach to managing climate adaptation risk and tools for businesses to

integrate climate adaptation risk into planning application processes. We will actively monitor RMA reform to inform

our long-term adaptation work.

Supply chain risk Includes increased supply lead times, increased air freight cost, increased supply cost, supply chain

disruption, and increased inventory and working capital.

Rated as high likelihood with

low impact in the 3 year horizon,

growing in impact over the

10 and 30 year time horizons.

The increasing number of extreme weather events across the globe increases the risk of disruption to our supply chain.

Growing competition for resources from emerging climate mitigation technologies such as EVs may also increase cost

and disruption. This is likely to drive increased cost and lead-times on purchasing and require larger local inventory and

working capital to manage risk. This may impact our ability to provide devices to our customers and maintain and grow

our infrastructure.

We have identified a need for further analysis of climate risk in our supply chain, which will be actioned alongside

broader continual improvement processes to reduce risk and deliver our sustainability objectives.

Provision of climate

related services

Includes provision of monitoring and control devices over Spark’s IoT network plus other potential

climate related services.

Rated as medium likelihood

with low business impact in the

3 year horizon, growing to

moderate impact in 3-10 years.

Digital technology has the opportunity to enable significant emissions reductions. We provide services that support

digitisation towards a low-carbon economy, but it is difficult to isolate business-as-usual digital transformation from

specific sustainability enablers.

To assess this opportunity we analysed our IoT revenues that are related to climate or sustainability services such as

environmental monitoring services, energy efficiency, metering, or fleet management. This analysis found that

around half of our IoT revenue is associated with these services, and that this share is likely to grow alongside growth

in our IoT business.

In FY22 we will undertake further work to quantify current and potential Spark customer emissions reduction

opportunities and inform future climate and sustainability related services.

SBTi science-based

emissions reduction target

Includes the risk we will not meet

our SBTi target.

Moderate risk.Risk we will not achieve our Scope 1 and 2 reduction target or risk we will be unable to influence 70% of suppliers by

spend to adopt own SBTi-aligned targets.

This risk rating reflects the ambition of our target, which will require significant effort over the next decade. Our

planned actions reduce this risk rating to a ‘low’ rating. See page 39 for information on our SBTi target and plan.

Social disruption

Medium likelihood, low impact

over the 30 year horizon

Low direct risk to Spark, however highlights the national risk of increased inequality as climate-intensive roles are

disestablished and the importance of digital equity in a just transition. See page 42 for our work in digital equity.

Risk to NZ economic activity

Medium likelihood, low impact

over the 30 year horizon

We referenced the Climate Change Commission’s projected cost of action to achieve New Zealand’s 2050 target,

which was approximately 1% of projected annual GDP by 2050.

Climate litigation

Low likelihood, low impact,

across all time horizons

Considered low-risk as Spark is not linked to infrastructure or investments with heavy emissions.

MEDIUM RISK

LOW RISK

HIGH RISK

56

Spark New Zealand Annual Report 2021

Our governance and risk management

Our business relies on over 2,300 local and
global suppliers. Each year we spend around

$2 billion to support our business and meet

our customers’ needs. Our supply chain is

complex, as our direct suppliers often have

suppliers of their own. We work hard to

ensure integrity in our supply chain, using

our Supplier Code of Conduct and regular

business reviews with key suppliers.

We also recognise the importance of doing

the right thing by our suppliers, particularly

our smaller, local suppliers. That includes

paying suppliers in a timely fashion. Our

standard payment terms are the 20th of the

month following the month of the

invoice date.

We manage supplier relationships based on

the strategic importance to Spark and our

customers. This is split across two

management frameworks – Strategic

Partnership Management and Strategic

Supplier Management. Our Strategic

Partnership Management framework is how

we partner with suppliers that directly impact

our customers. The primary goal is to

maintain, grow, and seek out partnerships

that enable beneficial growth in new and

existing markets and provide value-added

services to customers.

Our Strategic Supplier Management

framework allows us to focus on key

relationships by building and maintaining

world-class services with cost leadership and

resilience as a significant focus.

Spark’s Supplier Code of

Conduct

Spark is committed to sourcing our products

and services from suppliers that provide safe

working conditions, treat workers with respect

and dignity and conduct business in an

environmentally and socially responsible

manner. Our Supplier Code of Conduct sets

out the minimum standards we expect from

all our suppliers across labour and human

rights, health and safety, environmental

sustainability, and ethical business practices.

See: www.sparknz.co.nz/suppliers/

All new suppliers are requested to sign up to

the Code as part of their onboarding process.

As part of the evaluation process, the only

suppliers who did not sign up to Spark’s

Code were either global suppliers that had

their own code of conduct, which Spark

deemed acceptable, or suppliers deemed

low-risk based on the services provided and

the nature of the supplier.

If a supplier is unable to meet the

requirements of the Code, we work with them

to implement our process of remediation

plans and timeframes. We have ongoing

conversations with suppliers that are

managed within our framework.

The Supplier Code of Conduct was

introduced in FY18. To embed the Code we

worked with our top 100 suppliers by

contract value to ensure they were signed up

to the Code or could demonstrate they were

adhering to an existing equivalent code of

practice. We also used the Code as a basis for

four comprehensive audits of large, offshore-

based suppliers. These were significant

suppliers operating in high-risk locations,

according to FTSE4Good criteria.

In FY19 we had committed to four further

‘deep dive’ audits in FY20, which were not

completed at the time due to a shift in our

focus to incorporating environmental, social,

and ethical considerations into our supplier

selection processes and Covid-19 restrictions,

which prevented travel and on-site visits.

However, these four supplier audits were

underway in FY21 and completed at the start

of FY22. From FY20 we began including a

scored section in our Request for Proposal

(RFP) process where we seek information

from suppliers on their non-financial

performance and credentials.

In addition to the Code, in Q3 of FY21 we

published our inaugural Modern Slavery

Statement, covering the 12 months to 30

June 2020, which reaffirmed our commitment

to upholding human rights – both within our

own operations and throughout our supply

chain. This means the fair and respectful

treatment of all our people, and a focus on

providing fulfilling and rewarding

employment. It means complying fully with

the law, but also going above and beyond

compliance – acting professionally, ethically,

and responsibly as we deliver customer

outcomes, contribute to the community, and

create shareholder value. We have published

our second Modern Slavery Statement, for

the 12 months to 30 June 2021, alongside

this report – and will continue to align our

reporting on modern slavery with our Annual

Report from this year onwards.

We are committed to taking meaningful

action to identify, mitigate and manage any

modern slavery risks and to continuously

improving our approach.

See: www.sparknz.co.nz/about/

governance

Spark also updated our policies due to the

changes in the NZ Privacy Act, which was

effective from 1st December 2020. These

changes meant Spark would have to

proactively inform its customers of any

breaches in its data. This extended to all NZ

companies, but Spark is working to assess

and update its contractual position with all

suppliers including global companies to

ensure this is addressed.

Our suppliers

57

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Spark seeks to remunerate our people with
competitive salaries, paying in line with the

market so we can recruit and retain the best

talent. In keeping with our focus on customer

experience, we incorporate customer

satisfaction measures into our

performance incentives.

As a result of Covid-19 there were no annual

salary review increases for all Spark people,

including the Leadership Squad and fees for

the Board of Directors, for FY21. In February

2021, the Board approved a salary review for

FY22 (salaries from 1 July 2021) which was

based on our Contribution Models with

additional allocations for strategic actions

including lifting our minimum full-time salary

to $47,500 – above the Living Wage.

Leadership Squad

remuneration

Remuneration mix

The table below shows the standard FY21

remuneration mix for the Leadership Squad

expressed as a percentage of fixed

remuneration. The Short-Term Incentive (STI)

scheme is expressed at target, and the

maximum payment possible through the

scheme is double the target value. The

Long-Term Incentive scheme (LTI) values

represent the maximum LTI value.

Leadership Squad remuneration

Long-Term Incentive40% of base

Short-Term Incentive50% of base

SalaryBase

Fixed remuneration

All Spark employee packages – including the

Leadership Squad – include a fixed

remuneration component that is set based on

contribution, experience, and market

relativities. Fixed remuneration supports the

attraction, motivation, and retention of highly

skilled executives.

Fixed remuneration generally consists of base

salary. KiwiSaver sits outside fixed

remuneration and as such, employees with

KiwiSaver receive employer contributions on

top of base salary and cash incentives. A

number of Spark-funded benefits, including

medical and life insurances, are also available

to eligible employees on top of

fixed remuneration.

Short-term Incentive Schemes

Spark operates a small number of short-term

incentive schemes, from monthly and

quarterly commission and sales incentive

plans to annual cash-based short-term

incentives. Some employees in specific sales

positions may have a component of their

remuneration subject to individual or

divisional sales performance targets, such

that their total remuneration potential is

directly linked to the acquisition and retention

of profitable business for Spark.

For senior leaders, including the Leadership

Squad, a component of their remuneration

package is at risk in the form of a

discretionary annual cash-based Short-Term

Incentive (STI). Spark’s STI scheme rewards

senior leaders for the achievement of annual

performance objectives, with payments

awarded from a fixed cash pool that is set

based on overall Spark performance against

financial and/or non-financial annual

performance objectives. The actual payment

to individuals is at the sole discretion of Spark

and takes into account contributing factors

such as performance, and the performance of

individual parts of the business.

Eligibility to participate in the STI scheme on

an annual basis is at the discretion of the

company and is targeted at individuals in

senior roles who play a significant role in

driving the overall performance of Spark.

The STI scheme rules contain a clawback

provision that allows Spark to clawback any

payments made under the STI scheme, for a

period of 12 months following the payment.

This clawback provision was used for the

FY20 STI due to revisions in the iNPS score.

During FY21 we changed our iNPS platform

from an external provider to an in-house

solution, which identified additional surveys

that should be included to ensure a more

accurate representation of customer

experience. As a result, the rebased figure is

+22, instead of the +33 reported using a

different methodology in FY20.

Leadership & Board remuneration

58

Spark New Zealand Annual Report 2021

Leadership & Board remuneration

FY21 Short-term incentive scheme outcomes
For FY21 substantively all STI participants

shared the same Spark Group targets

comprising of EBITDAI, customer experience

measures, as well as additional measures

based on our three-year strategy.

The FY21 Group performance outcome, as

approved by the Board, is summarised

as follows:

Performance

metric%OutcomeResult

Group EBITDAI50%72.8%Above target

Customer

Experience

25%14.6%Threshold

met

3-year strategy –

Wireless

Broadband

19%0%Threshold

not met

3-year strategy –

Plan simplification

6%12%Stretch

maximum

Total100%99.4%

Based on the above result, the total FY21

Group performance outcome was

$5.4 million and the available funding pool

for all eligible STI participants across Spark for

FY21 was $5.0 million due to application of

FY20 clawback. Total payments cannot

exceed $5.0 million.

FY22 Short-term incentive scheme target

The mechanics of the FY22 STI will be similar

to FY21. Group results will be the main

determinate of the STI pool, with substantially

all participants sharing the same Group

measures. The FY22 group measures will be a

combination of EBITDAI, customer

experience and our three-year strategy.

Long-term incentive schemes

Spark believes that some senior leaders

should have part of their remuneration linked

to the long-term performance of the

Company, so for the Leadership Squad and a

select group of senior leaders, a long-term

incentive forms part of their remuneration

package. In FY21, Spark operated one main

scheme: the Spark New Zealand Long Term

Incentive Scheme.

FY21 / FY22 Long-term Incentive Scheme

For FY21, members of the Leadership Squad

(including the CEO) and selected senior

leaders were granted options under the

Spark Long-Term Incentive Scheme (LTI).

Under the scheme, participants were granted

options at the start of the three-year vesting

period. The number of options granted

equalled the gross LTI value divided by the

volume weighted average price of Spark New

Zealand shares for the 20 days prior to the

grant date. Subject to satisfaction of the

performance hurdle and continued

employment, at vesting each option converts

to a Spark share based on a zero exercise

price. If the target is not met, or the

participant leaves, then the options

simply lapse.

For FY22, members of the Leadership Squad,

including the CEO, and selected senior

leaders will be granted options under the

same scheme as FY21.

FY21 and FY22 Long-term Incentive Scheme

performance measure

Vesting of the FY21 LTI grant (September

2020) is contingent on participants’ continued

employment with Spark through to

September 2023 and the company achieving

a Total Shareholder Return (TSR) performance

hurdle. TSR is a measure of share price

appreciation and dividends paid over the

three-year period of the grant. The target for

this hurdle is Spark’s cost of equity plus 1%

compounding annually.

For FY22, the Long-term Incentive Scheme

performance measure remains unchanged

from FY21.

Performance evaluation

The CEO annually reviews the performance

of her direct reports. The evaluation is

undertaken using criteria set by the CEO,

including the performance of the business,

the accomplishment of strategic and

operational objectives, and other non-

quantitative objectives agreed with the HRCC

at the beginning of each financial year. The

last Leadership Squad evaluations were

undertaken during June 2021. Spark

undertakes appropriate checks before

appointing someone onto the

Leadership Squad.

59

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Spark New Zealand Annual Report 2021

CEO remuneration
Remuneration policy, strategy,

and governance

CEO Jolie Hodson’s remuneration package

reflects the scope and complexity of her role

and is set by the Board with reference to the

remuneration of CEOs of similarly sized

organisations.

CEO Remuneration FY21

For FY21 the CEO’s remuneration package

comprised of a fixed cash component, an

at-risk short-term incentive, and an at-risk

long-term incentive, to be awarded under the

Spark Long-term Incentive Scheme. The

construct of the CEO’s remuneration package

is such that 60% of her remuneration package

is at risk. The table below shows the target

remuneration mix:

Long-Term Incentive75% of base

Short-Term Incentive75% of base

SalaryBase

The CEO is also expected to maintain a

holding of Spark shares as set out on page

111 of this report.

Remuneration components

Short-term Incentive Scheme

The CEO is eligible for an annual cash-based

short-term incentive, subject to the

achievement of specific performance

objectives set by the Board based on Spark’s

strategy and business plan for the respective

financial year. These objectives will be a

combination of financial and non-financial

measures. This is covered in more detail in the

earlier STI scheme section. The Board will

assess the CEO’s performance at the end of the

financial year to determine the actual payment

value of her short-term incentive, which will be

in the range of 0% to 200% of her target value.

Long-term Incentive Scheme

For FY21 the CEO’s annual LTI was granted as

share options under the Spark Long Term

Incentive Scheme. This is covered in more

detail in the earlier LTI scheme section. The

LTI component of the CEO’s remuneration

package is designed to link part of her

remuneration to the long-term performance

of Spark, and align her interests with those of

shareholders, through the grant of options

with a post-allocation performance hurdle.

Performance hurdle

A performance hurdle applies to long-term

incentives made to the CEO. This hurdle is

agreed by the Board and sets a minimum

level of performance that is required to be

achieved over the period of each grant, for

the LTI to be eligible to vest. For FY21, a

performance hurdle of Spark’s TSR applies.

The target for this hurdle was Spark’s cost of

equity plus 1% compounding annually.

Spark’s TSR must meet or exceed this target

over the period of the grant (from the date

the options are granted to the date three

years after that date) for the options to vest. If

Spark’s TSR does not meet this target, all of

the options will lapse. Testing to determine

whether the TSR performance hurdle has

been met will occur at the end of the vesting

period of the grant. The Board will receive

independent advice to the effect that the

performance hurdle has been met, or not

met, in determining whether the CEO can

exercise the options or whether the options

will lapse.

CEO termination

Spark may terminate the CEO’s employment

with three months’ notice. A payment of nine

months base remuneration will be made, plus

entitlements for annual performance

incentives and long-term incentives subject to

the rules relating to these incentives, in the

case of termination by Spark, other than for

termination for cause.

If there is a change of control that results in

the CEO no longer being the CEO of a

publicly listed company, then she will be able

to terminate her employment with three

months’ notice and receive payment as if

Spark had terminated her employment.

Spark may also terminate the CEO’s

employment without notice for defined

causes, in which case she will receive no

further entitlement to any remuneration.

Board remuneration

Remuneration and strategy

The remuneration of Directors is reviewed

annually by the Human Resources and

Compensation Committee (HRCC) – taking

account of the company’s size and complexity

and the responsibilities, skills, performance

and experience of the Directors – with

recommendations made to the Board for

approval. Specialist independent consultants

may be engaged from time to time to provide

advice and ensure that the remuneration of

Spark’s Directors is appropriate and

comparable to that of similar companies in

New Zealand and, as relevant, Australia.

Apart from the CEO, no Director of Spark

receives compensation in the form of share

options or restricted shares, nor do they

participate in any bonus or profit-sharing

plan. Non-executive Directors are, however,

expected to maintain a holding of Spark

shares as set out on page 116 of this report.

As is the case for employees, Directors are

required to comply with the Insider Trading

Policy when buying or selling Spark shares

and any such transactions are disclosed to

the market.

Remuneration components

No superannuation or retirement allowance

was paid to any Spark Director during FY21.

Spark does not have service contracts with

any Director, apart from the CEO, that provide

for any benefits or remuneration in the event

that a Director’s service with Spark is

terminated. New Zealand-based non-

executive Directors are eligible for Spark-

funded medical insurance, and all non-

executive Directors are also eligible for

Spark-funded life insurance.

60

Spark New Zealand Annual Report 2021

Leadership & Board remuneration

Financial statements
Financial statements

62

Notes to the financial statements

66

Section 1 - General information

1.1About this report66

1.2Key estimates and assumptions66

1.3Significant transactions and events in the financial year67

Section 2 - Financial performance information

2 .1Segment information68

2.2Operating revenues and other gains69

2.3Operating expenses72

2.4Finance income, finance expense, depreciation,

amortisation, and net investment income

73

2.5Non-GAAP measures74

Section 3 - Assets

3 .1Receivables and prepayments75

3.2Inventories78

3.3Long-term investments79

3.4Right-of-use assets80

3.5Leased customer equipment assets81

3.6Property, plant and equipment82

3.7Intangible assets84

3.8Net tangible assets85

Section 4 - Liabilities and equity

4 .1Payables, accruals and provisions86

4.2Lease liabilities87

4.3Debt89

4.4Capital risk management90

4.5Equity and dividends91

Section 5 - Financial instruments

5 .1Derivatives and hedge accounting93

5.2Financial risk management97

Section 6 - Other information

6 .1Income tax100

6.2Employee share schemes101

6.3Related party transactions102

6.4Subsidiaries103

6.5Reconciliation of net earnings to net cash flows from

operating activities

104

6.6Commitments and contingencies104

Independent auditor’s report

105

61

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Spark New Zealand Annual Report 2021

Statement of profit or loss and other comprehensive income
YEAR ENDED 30 JUNE

2021

RESTATED

1

2020

NOTES$M$M

Operating revenues and other gains2.2 3,593 3,623

Operating expenses2.3 (2,469) (2,510)

Earnings before finance income and expense, income tax, depreciation, amortisation and net

investment income (EBITDAI)2.5 1,124 1,113

Finance income2.4 34 36

Finance expense2.4 (81) (94)

Depreciation and amortisation2.4 (523) (488)

Net investment income/(loss)2.4 (1) 1

Net earnings before income tax 553 568

Income tax expense6.1 (169) (148)

Net earnings 384 420

Other comprehensive income

Items that will not be reclassified to profit or loss:

Revaluation of long-term investments designated at fair value through other comprehensive

income3.3 (87) 91

Items that may be reclassified to profit or loss:

Change in hedge reserves net of tax5.1 57 (35)

Other comprehensive income (30) 56

Total comprehensive income 354 476

Earnings per share

Basic and diluted earnings per share (cents) 20.7 22.9

Weighted average ordinary shares (millions) 1,852 1,837

Weighted average ordinary shares and options (millions) 1,854 1,838

See accompanying notes to the financial statements.

1 Restated due to reassessment of useful lives of reacquired rights, see note 1.3.

Financial statements

62

Spark New Zealand Annual Report 2021

Financial statements

Statement of financial position
AS AT

30 JUNE 2021

RESTATED

1


AS AT

30 JUNE 2020

NOTES$M$M

Current assets

Cash 72 53

Short-term receivables and prepayments3.1 768 807

Short-term derivative assets5.1 12 1

Inventories3.2 64 96

Taxation recoverable - 1

Total current assets 916 958

Non-current assets

Long-term receivables and prepayments3.1 271 284

Long-term derivative assets5.1 24 60

Long-term investments3.3 227 308

Right-of-use assets3.4 647 698

Leased customer equipment assets3.5 77 86

Property, plant and equipment3.6 1,080 1,121

Intangible assets3.7 871 843

Total non-current assets 3,197 3,400

Total assets 4,113 4,358

Current liabilities

Short-term payables, accruals and provisions4.1 479 493

Taxation payable 23 44

Short-term derivative liabilities5.1 4 5

Short-term lease liabilities4.2 60 41

Debt due within one year4.3 373 228

Total current liabilities 939 811

Non-current liabilities

Long-term payables, accruals and provisions4.1 60 81

Long-term derivative liabilities5.1 91 156

Long-term lease liabilities4.2 406 531

Long-term debt4.3 1,030 1,244

Deferred tax liabilities6.1 84 61

Total non-current liabilities 1,671 2,073

Total liabilities 2,610 2,884

Equity

Share capital 1,084 949

Reserves (371) (353)

Retained earnings790 878

Total equity 1,503 1,474

Total liabilities and equity 4,113 4,358

See accompanying notes to the financial statements.

1 Restated due to reclassifications of work in progress and amounts payable to customers and reassessment of useful lives of reacquired rights, see note 1.3.

On behalf of the Board


Justine Smyth, CNZM Jolie Hodson

Chair Chief Executive

Authorised for issue on 18 August 2021

63

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Spark New Zealand Annual Report 2021

Statement of changes in equity
SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVES

SHARE-BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2021NOTE$M$M$M$M$M$M$M

Balance at 1 July 2020 949 878 (120) 2 (212) (23) 1,474

Net earnings – 384 – – – – 384

Other comprehensive income/(loss) – – 57 – (87) – (30)

Transfer to retained earnings on disposal of

historical long-term investments – (11) – – 11 – –

Total comprehensive income/(loss) – 373 57 – (76) – 354

Contributions by, and distributions to, owners:

Dividends4.5 – (461) – – – – (461)

Supplementary dividends – (47) – – – – (47)

Tax credit on supplementary dividends – 47 – – – – 47

Dividend reinvestment plan4.5 131 – – – – – 131

Issuance of shares under share schemes 4 – – 1 – – 5

Total transactions with owners 135 (461) – 1 – – (325)

Balance at 30 June 2021 1,084 790 (63) 3 (288) (23) 1,503

SHARE

CAPITAL

RETAINED

EARNINGS

HEDGE

RESERVES

SHARE-BASED

COMPEN-

SATION

RESERVE

REVALUATION

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVETOTAL

YEAR ENDED 30 JUNE 2020 – RESTATED

1

NOTE$M$M$M$M$M$M$M

Balance at 1 July 2019 945 917 (85) 2 (303) (23) 1,453

Net earnings – 420 – – – – 420

Other comprehensive income/(loss) – – (35) – 91 – 56

Total comprehensive income/(loss) – 420 (35) – 91 – 476

Contributions by, and distributions to, owners:

Dividends4.5 – (459) – – – – (459)

Supplementary dividends – (39) – – – – (39)

Tax credit on supplementary dividends – 39 – – – – 39

Issuance of shares under share schemes 4 – – – – – 4

Total transactions with owners 4 (459) – – – – (455)

Balance at 30 June 2020 949 878 (120) 2 (212) (23) 1,474

See accompanying notes to the financial statements.

1 Restated due to reassessment of useful lives of reacquired rights, see note 1.3.

64

Spark New Zealand Annual Report 2021

Financial statements

Statement of cash flows
YEAR ENDED 30 JUNE

20212020

NOTES$M$M

Cash flows from operating activities

Receipts from customers 3,547 3,594

Receipts from interest 32 34

Receipts from dividends – –

Payments to suppliers and employees (2,453) (2,497)

Payments for income tax (188) (140)

Payments for interest on debt (46) (52)

Payments for interest on leases (26) (30)

Payments for interest on leased customer equipment assets (8) (6)

Net cash flows from operating activities6.5 858 903

Cash flows from investing activities

Proceeds from sale of property, plant and equipment 6 13

Proceeds from sale of business 30 23

Proceeds from long-term investments 6 –

Payments for purchase of business (25) (11)

Payments for, and advances to, long-term investments (13) (35)

Payments for purchase of property, plant and equipment, intangibles (excluding spectrum),

and capacity (335) (393)

Payments for purchase of spectrum intangible assets (51) –

Payments for capitalised interest (6) (8)

Net cash flows from investing activities (388) (411)

Cash flows from financing activities

Net proceeds from/(repayments of) debt4.4 (38) 30

Receipts from finance leases 6 6

Receipts from loans receivable 1 –

Payments for dividends (330) (459)

Payments for leases (56) (42)

Payments for leased customer equipment assets (34) (28)

Net cash flows from financing activities (451) (493)

Net cash flows 19 (1)

Opening cash position 53 54

Closing cash position 72 53

See accompanying notes to the financial statements.

65

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Spark New Zealand Annual Report 2021

Notes to the financial statements: General informationNotes to the financial statements: General information
Section 1 General information

1.1 About this report

Reporting entity

These financial statements are for Spark New Zealand Limited (the

Company) and its subsidiaries (together ‘Spark’ or ‘the Group’).

Spark is a major supplier of telecommunications and digital

services in New Zealand. Spark provides a full range of

telecommunications, information technology, media and other

digital products and services, including: mobile services; voice

services; broadband services; internet sports streaming services;

cloud, security and service management services; procurement and

partner services and managed data, networks and services.

The Company is incorporated and domiciled in New Zealand,

registered under the Companies Act 1993 and is an FMC reporting

entity under the Financial Markets Conduct Act 2013. The Company

is listed on the New Zealand Main Board equity security market and

the Australian Securities Exchange and the address of its registered

office is Spark City, 167 Victoria Street West, Auckland 1010,

New Zealand.

Basis of preparation

The financial statements have been prepared in accordance with

Generally Accepted Accounting Practice in New Zealand (‘NZ

GAAP’). They comply with New Zealand equivalents to International

Financial Reporting Standards (‘NZ IFRS’) and other applicable

Financial Reporting Standards, as appropriate for profit-oriented

entities. The financial statements also comply with International

Financial Reporting Standards (‘IFRS’).

The measurement basis adopted in the preparation of these

financial statements is historical cost, modified by the revaluation of

certain investments and financial instruments, as identified in the

accompanying notes. These financial statements are expressed in

New Zealand dollars, which is Spark’s functional and presentation

currency. All financial information has been rounded to the nearest

million, unless otherwise stated. Certain comparative information

has been updated to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of

these financial statements are set out in the accompanying notes

where an accounting policy choice is provided by NZ IFRS. A policy

is also included when it is new, has changed, is specific to Spark’s

operations, is significant or is material. Where NZ IFRS does not

provide an accounting policy choice, Spark has applied the

requirements of NZ IFRS but a detailed accounting policy is not

included.

New and amended standards

No new or amended accounting standards have been adopted by

Spark in the current year. Amendments have been issued for NZ

IFRS 9 Financial Instruments and NZ IFRS 16 Leases, effective FY22,

that address issues arising from the reform of benchmark interest

rates; these have not yet been adopted by Spark. However, Spark

does not anticipate that this will result in a material impact on the

Group’s financial statements.

Consideration of the IFRS Interpretations Committee

(‘IFRIC’) agenda decision

In April 2021, IFRIC issued an agenda decision clarifying its

interpretation on how current accounting standards apply to

configuration and customisation costs incurred in implementing

Software-as-a-Service (‘SaaS’) cloud computing arrangements.

The IFRIC decision has clarified that because SaaS arrangements

are service contracts that provide Spark with the right to access the

cloud provider’s application software over the contract period,

costs to configure or customise this software should be recognised

as operating expenses when the services are received. Spark’s

current accounting policy is to record these configuration and

customisation costs as part of the cost of an intangible asset and

amortise these costs over the useful life of the software assets.

Spark has commenced a review process to quantify the impact of

this agenda decision on the financial statements of the Group;

however, given the short timeframe and the complexity involved,

this has not been finalised as at the date of this report. It is

anticipated that this exercise will be completed in Q2 FY22. In the

last three years Spark has capitalised approximately $50 million in

relation to cloud computing arrangements of which a subset may

relate to customisation and configuration of cloud solutions and

may need to be reclassified to operating expense. Once the impact

has been fully quantified Spark will update the market.

1.2 Key estimates and assumptions

The preparation of these financial statements requires management

to make estimates and assumptions. These affect the amounts of

reported revenues and expenses and the measurement of assets

and liabilities as at 30 June. Actual results could differ from these

estimates.

The principal areas of judgement and estimation for Spark in

preparing these financial statements are found in the following

notes:

• Note 2.2 Operating revenues and other gains;

• Note 3.1 Receivables and prepayments;

• Note 3.4 Right-of-use assets;

• Note 3.6 Property, plant and equipment;

• Note 3.7 Intangible assets; and

• Note 4.2 Lease liabilities.

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Spark New Zealand Annual Report 2021

Notes to the financial statements

1
1.3 Significant transactions and events in the

financial year

The following significant transactions and events affected the

financial performance and financial position of Spark for the year

ended 30 June 2021:

Debt programme

• On 30 November 2020 Spark renewed its $200 million

committed revolving facility with Westpac New Zealand, to

mature on 30 November 2023.

• On 16 April 2021 Spark extended the term of its NZ$200 million

committed standby revolving credit facility with Citisecurities by

one year, to mature on 30 April 2024.

Wire maintenance customer refunds

• Wire maintenance is a Spark service designed to cover the cost

of repairing certain faults with a customer’s internal wiring. Spark

has now withdrawn this product for fibre customers and in the

current period has provided credits to customers who purchased

this product while on a fibre connection, of approximately

$16 million. This is included within voice revenues (see note 2.1).

Long-term investments (see note 3.3)

• The fair value of Spark’s investment in Hutchinson

Telecommunications Australia Limited decreased by $87 million

during the year due to a decrease in its observable bid share

price from A$0.170 to A$0.110. The change in fair value is

recognised within other comprehensive income.

Spectrum Renewal (see note 3.7)

• In January 2021 Spark paid $50 million for the renewal of its

management rights to 1800MHz and 2100MHz spectrum for 20

years. This is included within Spark’s additions of $51 million to

spectrum intangible assets.

Capital expenditure (see notes 2.5, 3.4, 3.6 and 3.7)

• Spark’s additions to property, plant and equipment, intangible

assets (excluding spectrum) and capacity right-of-use assets were

$354 million, details of which are provided in notes 3.4, 3.6 and

3.7 and on page 19 of this annual report.

Dividends (see note 4.5)

• Dividends paid during the year ended 30 June 2021 in relation

to the H2 FY20 second-half dividend (ordinary dividend of 12.5

cents per share) and H1 FY21 first-half dividend (ordinary

dividend of 12.5 cents per share) totalled $461 million or 25.0

cents per share, of this $131 million was settled through the

dividend reinvestment plan.

Southern Cross NEXT Cable (‘SX NEXT’) (see note 3.3)

• Spark contributed $4 million of equity to its Southern Cross

investment to fund the SX NEXT undersea cable build during

FY21. Subsequent to balance date Spark contributed $31 million

of equity.

• No dividends were received from Southern Cross during FY21. 

Dividends have been suspended for the duration of the SX NEXT

build phase and are not expected to resume until at least FY23.

Covid-19

• The effects of Covid-19 continue to have a negative impact on

the financial performance of Spark’s business, predominantly

due to lost roaming revenues. In FY21 these negative impacts

were partially offset by lower bad debt expenses as the predicted

adverse economic impacts were less than expected.

Changes in segments (see note 2.1)

• Spark has reclassified the comparative segment results to reflect

changes in the classification of Computer Concepts Limited

(‘CCL’) solutions and cloud-based telephony products and also a

reclassification of some voice revenues to managed data,

networks and services.

Reclassifications and reassessments

Reclassification of work in progress (see notes 3.6 and 3.7)

• Spark has recently implemented a process to more accurately

split capital work in progress between property, plant and

equipment and intangible assets in line with the nature of the

underlying assets. As a result the comparative intangible assets

work in progress has reduced by $106 million (2019: $121

million), with a corresponding increase in property, plant and

equipment work in progress.

Reclassification of amounts payable to customers (see notes

3.1 and 4.1)

• Spark has identified some amounts payable to customers that

had previously been set off within trade receivables. Therefore,

the comparative financials have been reclassified to gross up

trade receivables and trade accounts payable, by $30 million.

These reclassifications have no impact on Spark’s net assets for the

current or restated periods and no impact on the statement of

profit or loss and other comprehensive income or statement of

cash flows.

Reassessment of useful lives of required rights (see note 3.7)

• As at 30 June 2020 Spark had $19 million of reacquired rights

included within other intangible assets that were considered to

have indefinite lives. Spark has reviewed this treatment and

identified that the underlying contracts that relate to these assets

had a contractual term. As a result Spark has restated its

comparative period to record additional amortisation of

$9 million, reduction in tax expense of $2 million, and a reduction

in opening retained earnings of $12 million. This adjustment has

no impact on the statement of cash flows or on the financial

performance for the year ended 30 June 2021.

67

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial performance information
Section 2 Financial performance information

2.1 Segment information

The segment results disclosed are based on those reported to the Chief Executive and are how Spark reviews its performance.

Spark’s segments are measured based on product margin, which includes product operating revenues and direct product costs. The

segment result excludes other gains, labour, operating expenses, depreciation and amortisation, net investment income, finance income

and expense and income tax expense, as these are assessed at an overall Group level by the Chief Executive.

Comparative segment results

Spark has reclassified the comparative segment results to reflect changes in the classification of CCL solutions and cloud-based telephony

products and also a reclassification of some voice revenues to managed data, networks and services. Therefore, managed data, network

and services revenues have increased by $29 million due to a reclassification from cloud, security and services management of $23 million,

voice of $5 million, and procurement and partners of $1 million. There is no change to the overall Spark reported result because of these

changes.

20212020

OPERATING

REVENUESPRODUCT COSTS

PRODUCT

MARGIN

OPERATING

REVENUESPRODUCT COSTS

PRODUCT

MARGIN

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Mobile 1,311 (474) 837 1,288 (459) 829

Voice 308 (128) 180 386 (144) 242

Broadband 670 (331) 339 680 (339) 341

Cloud, security and service management 443 (85) 358 420 (72) 348

Procurement and partners 414 (371) 43 407 (362) 45

Managed data, networks and services 282 (137) 145 277 (139) 138

Other operating revenues

1

137 (67) 70 130 (82) 48

Segment result 3,565 (1,593) 1,972 3,588 (1,597) 1,991

1 Other operating revenues include revenue from Qrious, Internet of Things, Spark Sport and exchange building sharing arrangements.

Reconciliation from segment product margin to consolidated net earnings before income tax

2021

RESTATED

2020

YEAR ENDED 30 JUNE$M$M

Segment product margin1,9721,991

Other gains2835

Labour(491)(511)

Other operating expenses (note 2.3)(385)(402)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment

income (EBITDAI)1,1241,113

Finance income3436

Finance expense(81)(94)

Depreciation and amortisation(523)(488)

Net investment income/(loss)(1)1

Net earnings before income tax553568

68

Spark New Zealand Annual Report 2021

Notes to the financial statements

2
2.2 Operating revenues and other gains

The accounting policies specific to Spark’s operating revenues are outlined below:

Contracts with customers

Spark records revenue from contracts with customers in accordance with the five steps in NZ IFRS 15:

1. Identify the contract with a customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price, which is the total consideration provided by the customer;

4. Allocate the transaction price amount to the performance obligations in the contract based on their relative stand-alone selling prices;

and

5. Recognise revenue when or as the performance obligation is satisfied.

Spark often provides products and services in bundled arrangements (for example, a broadband modem together with a broadband

service). Where multiple products or services are sold in a single arrangement, revenue is recognised in relation to each distinct good or

service. A product or service is distinct where, amongst other criteria, a customer can benefit from it on its own or together with other

resources that are readily available. Revenue is allocated to each distinct product or service in proportion to its stand-alone selling price

and recognised when, or as, control is transferred to the customer.

Generally, control for products is transferred and revenue recognised at the point in time it is delivered to the customer and for services,

control is transferred, and revenue recognised, over time as the service is provided. Revenue for performance obligations satisfied over

time is recognised using the resources consumed by customers method or the time-elapsed method, as these best depict the transfer of

goods or services to customers.

Performance obligations, where Spark acts as an agent, includes some third-party media services and certain cloud, security and service

management contracts. Contracts with significant payment terms include those that have goods that were purchased on interest-free

payment terms of greater than 12 months.

The nature of the various performance obligations in our contracts with customers and when revenue is recognised is outlined below:

PERFORMANCE OBLIGATIONS

FROM CONTRACTS WITH CUSTOMERS

TIMING OF SATISFACTION

OF THE PERFORMANCE OBLIGATION AND PAYMENT

Mobile services, broadband services, voice services, media services,

cloud, security and service management services, managed data

services and rental of equipment

As the service is provided (usually monthly). Generally billed and

paid on a monthly basis.

Usage, other optional or non-subscription services, and

pay-per-use services

As the service is provided. Generally billed and paid on a

monthly basis.

Fixed modems, mobile handsets and other distinct goodsWhen control is passed to the customer, generally when the

customer takes possession of the goods. For goods sold in

packages or on interest-free terms, customers usually pay in equal

instalments over 6 to 36 months.

Installation or set-up services (where distinct)As the service is provided. Generally billed and paid following the

provision of the service.

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial performance information
2.2 Operating revenues and other gains (continued)

20212020

YEAR ENDED 30 JUNE$M$M

Operating revenues

Mobile 1,311 1,288

Voice 308 386

Broadband 670 680

Cloud, security and service management 443 420

Procurement and partners 414 407

Managed data, networks and services 282 277

Other operating revenues 137 130

3,565 3,588

Other gains

Net gain on sale of long-term investments/businesses 1 5

Gain on sale and exchange of property, plant and equipment and intangibles 9 28

Gain on lease modifications and terminations 18 2

28 35

Total operating revenues and other gains 3,593 3,623

Other gains

In the year ended 30 June 2021 other gains comprises a $9 million gain from the sale of property, plant and equipment (primarily in

relation to mobile network equipment), $1 million gain from the sale of Spark’s long-term investment, NOW New Zealand Limited, and

gains from lease modifications and terminations of $18 million.

In the year ended 30 June 2020 other gains included a net $5 million gain from the sale of the operational parts of the network services

division of Computer Concepts Limited (CCL) Spark’s wholly owned subsidiary and the sale of Spark’s entertainment streaming business

Lightbox, $16 million from the sale of property, plant and equipment (primarily in relation to mobile network equipment), $12 million gain

on exchange of intangible assets (primarily spectrum assets) and gains from lease modifications and terminations of $2 million.

70

Spark New Zealand Annual Report 2021

Notes to the financial statements

2
Key estimates and assumptions

Determining the transaction price

Determining the transaction price of Spark’s contracts requires judgement in estimating the amount of revenue we expect to be

entitled to for delivering the performance obligations within a contract. The transaction price is the amount of consideration that

is enforceable and to which we expect to be entitled in exchange for the goods and services we have promised to our customer.

We determine the transaction price by considering the terms of the contract and business practices that are customary within that

product, as well as adjusting the transaction price for estimated variable consideration and for any effects of the time value of

money. The expected value or most likely amount methods are used to determine variable consideration and any amount where

it is determined that it is highly probable a revenue reversal will not subsequently occur is included in the transaction price. In

making this determination consideration is given to the likelihood and potential magnitude of the revenue reversal, as well as

factors outside of Spark’s influence, the time when the uncertainty is expected to be resolved and Spark’s experience with similar

types of contracts. Judgement is required to determine the discount rate underlying any time value of money calculations, as well

as whether the financing component in a contract is significant. Discounts, rebates, refunds, credits, price concessions, incentives,

penalties and other similar items are reflected in the transaction price at contract inception.

Determining the stand-alone selling price and the allocation of the transaction price

Determining the stand-alone selling price of performance obligations and the allocation of the transaction price between

performance obligations involves judgement. The transaction price is allocated to performance obligations based on the relative

stand-alone selling prices of the distinct goods or services in the contract. The best evidence of a stand-alone selling price is the

observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar

customers. If a stand-alone selling price is not directly observable, we estimate the stand-alone selling price taking into account

reasonably available information relating to the market conditions, entity-specific factors and the class of customer. In

determining the stand-alone selling price, we allocate revenue between performance obligations based on expected minimum

enforceable amounts to which Spark is entitled. Any amounts above the minimum enforceable amounts are recognised as

revenue as they are earned.

Distinct goods and services

We make judgements in determining whether a promise to deliver goods or services is considered distinct. We account for

individual products and services separately if they are distinct (i.e. if a product or service is separately identifiable from other

items in the bundled package and if the customer can benefit from it). The consideration is allocated between separate products

and services in a bundle based on their stand-alone selling prices.

Timing of satisfaction of performance obligations

We make judgements in determining whether performance obligations are satisfied over time or at a point in time, as well as the

methods used for measuring progress towards completed satisfaction of performance obligations. Refer to page 69 for Spark’s

accounting policy on timing of satisfaction of performance obligations.

2.2 Operating revenues and other gains (continued)

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial performance information
2.3 Operating expenses

20212020

YEAR ENDED 30 JUNE$M$M

Product costs 1,593 1,597

Labour 491 511

Other operating expenses

Network support costs 83 65

Computer costs 101 98

Accommodation costs 67 63

Advertising, promotions and communication 72 78

Bad debts (7) 17

Impairment expense 2 2

Other 67 79

Total other operating expenses 385 402

Total operating expenses 2,469 2,510

Cost of inventories recognised as an expense

The cost of inventories recognised as an expense in relation to broadband modems, mobile devices and other accessories was

$381 million (30 June 2020: $353 million).

Lease expenses

Expenses relating to short-term leases and leases of low-value assets were $5 million (30 June 2020: $8 million). In the year ended 30 June

2021 rent concessions of less than $1 million were received as a result of Covid-19 and treated as a reduction of expenses (30 June 2020:

$2 million).

Donations

Donations for the year ended 30 June 2021 were $1,722,000 and comprised Spark’s donation to Spark Foundation of $1,692,000 and

other donations of $30,000 (30 June 2020: $2,306,000, comprised of Spark’s donation to the Spark Foundation of $2,249,000 and other

donations of $57,000). Spark made no donations to political parties in the years ended 30 June 2021 or 30 June 2020.

Auditor’s remuneration

20212020

YEAR ENDED 30 JUNE$’000$’000

Audit of financial statements

Audit and review of financial statements

1

1,000 1,096

Other services

Regulatory audit work

2

50 65

Other non-assurance services

3

94 10

Total fees paid to auditor 1,144 1,171

1 The audit fee includes fees for both the annual audit of the financial statements and the review of the interim financial statements.

2 Regulatory audit work consists of the audit of telecommunications-related regulatory disclosures and reporting on trust deed requirements and solvency returns.

3 Other non-assurance services relate to taxation advisory and compliance services, Holiday Act 2003 compliance and administrative and other advisory services for the

Corporate Taxpayer Group of which Spark, alongside a number of organisations, is a member.

72

Spark New Zealand Annual Report 2021

Notes to the financial statements

2
2.4 Finance income, finance expense, depreciation, amortisation and net investment income

2021

RESTATED

2020

YEAR ENDED 30 JUNENOTES$M$M

Finance income

Finance lease interest income 13 13

Other interest income 21 23

34 36

Finance expense

Finance expense on long-term debt

1

(43) (53)

Lease interest expense4.2 (26) (31)

Leased customer equipment interest expense (8) (6)

Other interest and finance expenses (10) (12)

(87) (102)

Plus: interest capitalised

2

6 8

(81) (94)

Depreciation and amortisation expense

Depreciation - property, plant and equipment3.6 (242) (233)

Depreciation - right-of-use assets3.4 (77) (64)

Depreciation - leased customer equipment assets3.5 (36) (27)

Amortisation - intangible assets3.7 (168) (164)

(523) (488)

Net investment income/(loss)

Share of associates’ and joint ventures’ net profits/(losses)3.3 (1) 1

(1) 1

1 Includes $14 million transferred from the cash flow hedge reserve for the year ended 30 June 2021 (30 June 2020: $8 million).

2 Interest was capitalised on property, plant and equipment and intangible assets under development for the year ended 30 June 2021 at an annualised rate of 3.8%

(30 June 2020: 4.4%).

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial performance information
2.5 Non-GAAP measures

Spark uses non-GAAP financial measures that are not prepared in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’). Spark believes that these non-GAAP financial measures provide useful information to readers to assist in

the understanding of the financial performance, financial position or returns of Spark. These measures are also used internally to evaluate

performance of products, to analyse trends in cash-based expenses, to establish operational goals and allocate resources. However, they

should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS, as they are not

uniformly defined or utilised by all companies in New Zealand or the telecommunications industry.

Spark’s policy is to present ‘adjusted EBITDAI’ and ‘adjusted net earnings’ when a financial year includes significant items (such as gains,

expenses and impairments) individually greater than $25 million. There are no adjusting items for the years ended 30 June 2021 or

30 June 2020.

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment

income (EBITDAI)

Spark calculates EBITDAI by adding back depreciation and amortisation, finance expense and income tax expense and subtracting finance

income and net investment income (which includes dividend income and Spark’s share of net profits or losses from associates and joint

ventures) to net earnings. A reconciliation of Spark’s EBITDAI is provided below and based on amounts taken from, and consistent with,

those presented in these financial statements.

2021

RESTATED

2020

YEAR ENDED 30 JUNE$M$M

Net earnings reported under NZ IFRS 384 420

Less: finance income (34) (36)

Add back: finance expense 81 94

Add back: depreciation and amortisation 523 488

Less: net investment income 1 (1)

Add back: income tax expense 169 148

EBITDAI 1,124 1,113

Capital expenditure

Capital expenditure is the additions to property, plant and equipment and intangible assets (excluding goodwill, acquisitions and other

non-cash additions that may be required by NZ IFRS, such as decommissioning costs) and additions to capacity right-of-use assets where

such additions are paid up front.

2021

RESTATED

2020

YEAR ENDED 30 JUNENOTES$M$M

Additions to property, plant and equipment3.6 203 227

Additions to intangible assets3.7 192 149

Additions to capacity right-of-use assets3.4 13 11

Capital expenditure including spectrum and transfers from finance lease receivables 408 387

Less spectrum additions3.7 (51) (13)

Less property, plant and equipment transfers from finance lease receivables (3)–

Capital expenditure excluding spectrum and transfers from finance lease receivables 354 374

74

Spark New Zealand Annual Report 2021

Notes to the financial statements

3
Section 3 Assets

3.1 Receivables and prepayments

2021

RESTATED

2020

AS AT 30 JUNE$M$M

Short-term receivables and prepayments

Trade receivables 314 319

Prepayments 137 140

Short-term unbilled revenue 235 231

Short-term contract assets 5 11

Short-term contract costs 43 47

Short-term finance lease receivables 4 16

Other short-term receivables 30 43

768 807

Long-term receivables and prepayments

Long-term unbilled revenue 79 52

Long-term contract costs 64 66

Long-term finance lease receivables 108 144

Other long-term receivables 20 22

271 284

Amounts are stated at their net carrying value, including expected credit loss allowance provisions. The fair value of finance lease

receivables is estimated to be $213 million (30 June 2020: $163 million) and the carrying amount of all other receivables, measured at

amortised cost, are approximately equivalent to their fair value because of the short term to maturity.

Contract assets

Contract assets primarily relate to Spark’s rights to consideration for performance obligations delivered but not billed at the reporting date.

Contract assets are transferred to receivables when the rights become unconditional. The following summarises significant changes in

those balances:

20212020

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July 11 15

Additions from new contracts with customers, net of terminations and renewals 8 17

Transfer of contract assets to trade receivables (14) (21)

Closing balance as at 30 June 5 11

Assets

Notes to the financial statements: Assets

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Spark New Zealand Annual Report 2021

3.1 Receivables and prepayments (continued)
Contract costs

Contract costs include costs to obtain a contract (such as commission costs) and costs to fulfil a contract. These costs are expected to be

recovered and are therefore initially deferred and then recognised within operating expenses on a systematic basis that is consistent with

the transfer to the customer of the goods or services to which the asset relates. The following summarises significant changes in those

balances:

20212020

COSTS TO

OBTAIN A

CONTRACT

COSTS TO

FULFIL A

CONTRACTTOTAL

COSTS TO

OBTAIN A

CONTRACT

COSTS TO

FULFIL A

CONTRACTTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 28 85 113 37 91 128

Additions 8 36 44 12 25 37

Amortisation recognised in operating expenses (17) (33) (50) (21) (31) (52)

Closing balance as at 30 June 19 88 107 28 85 113

Short-term contract costs 11 32 43 15 32 47

Long-term contract costs 8 56 64 13 53 66

Key estimates and assumptions

Determining the costs we incur to obtain or fulfil a contract that meets the deferral criteria within NZ IFRS 15 requires us to make

significant judgements. Further, where such costs can be deferred, determining the appropriate amortisation period to recognise

the costs within operating expenses requires management judgement, including assessing the expected average customer

tenure for consumer customers and the expected contract term for enterprise customers.

Expected credit loss allowance provision

Movements in the loss allowance provision are as follows:

20212020

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July 31 30

Charged to costs and expenses (4) 24

Bad debts recovered (3) (4)

Utilised(7)(19)

Closing balance as at 30 June

1

17 31

1 The total expected loss provision reduced $14 million in FY21, of which $8 million reflected the release of additional provisions taken in FY20 primarily as a result of

Covid-19.

Notes to the financial statements: Assets

76

Spark New Zealand Annual Report 2021

Notes to the financial statements

3
Spark has applied the simplified approach to providing for expected credit losses, which requires the recognition of a lifetime expected

loss provision for trade receivables, unbilled revenue, contract assets, contract costs, finance lease receivables and other receivables. The

calculation of the allowance provision incorporates forward-looking information, such as forecasted economic conditions.

The expected credit loss allowance provision has been determined as follows:

CURRENT≤ 1 MONTH> 1 MONTHTOTAL

AS AT 30 JUNE 2021$M$M$M$M

Expected loss rate1.4%2.5%9.5%1.8%

Gross carrying amount 837 40 42 919

Expected credit loss allowance provision 12 1 4 17

Short-term loss allowance provision 9 1 4 14

Long-term loss allowance provision 3 – – 3

AS AT 30 JUNE 2020 – RESTATED$M$M$M$M

Expected loss rate2.8%2.6%13.5%3.2%

Gross carrying amount 906 39 37 982

Expected credit loss allowance provision 25 1 5 31

Short-term loss allowance provision 20 1 5 26

Long-term loss allowance provision 5 – – 5

The composition of the expected credit loss allowance provision between receivable types is as follows:

20212020

AS AT 30 JUNE$M$M

Trade receivables 7 13

Unbilled revenue 7 13

Contract assets and contract costs 2 3

Finance lease receivables 1 2

Expected credit loss allowance provision 17 31

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of

recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could

generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be

subject to enforcement activities to comply with the Group’s procedures for recovery of amounts due.

Key estimates and assumptions

The expected credit loss allowance provision is determined based on assumptions about the risk of default and expected loss

rates of customers and other counterparties. Spark uses judgement in making these assumptions and selecting the inputs to the

impairment calculation based on Spark’s past collection history, existing market conditions, as well as forward-looking estimates

at the end of the reporting period. Forward-looking estimates include assessment of forecasted changes to interest rates,

unemployment rates and gross domestic product in New Zealand.

3.1 Receivables and prepayments (continued)

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Assets
Finance lease receivables

Spark has a number of leases for space in exchange buildings, including as a lessor for space in Spark exchanges and a lessee for space in

Chorus exchanges. These leases include a legal right of offset, as Spark and Chorus settle the payments on a net basis and are therefore

shown as a net finance lease receivable on the statement of financial position.

In addition, Spark sub-leases a number of office building floors. Where sub-leases are for the whole of the remaining non-cancellable term

of the head lease, these are classified as a finance lease.

The profile of lease net receipts is set out below:

20212020

UNDISCOUNTEDDISCOUNTEDUNDISCOUNTEDDISCOUNTED

AS AT 30 JUNE$M$M$M$M

Less than one year

1

13 3 17 16

Between one and five years 41 (7) 66 52

More than five years 266 115 309 92

Net finance lease receivables 320 111 392 160

Plus short-term portion of finance lease receivables in liability position– 1 ––

Total finance lease receivables 320 112 392 160

Less unearned finance income (208)– (232)–

Present value of finance lease receivables 112 112 160 160

Short-term finance lease receivables 4 16

Long-term finance lease receivables 108 144

1 Included within the discounted balance for 30 June 2021 is a $1 million liability relating to the Chorus finance lease receivable.

The lease with Chorus, where Spark is the lessor, has multiple rights of renewals and the full lease term has been used in the calculation of

the financial lease receivable at lease inception, as it was likely that because of the specialised nature of the buildings, the lease would be

renewed to the maximum term.

3.2 Inventories

20212020

AS AT 30 JUNE$M$M

Goods held for resale 56 86

Content rights inventory 7 8

Maintenance materials and consumables 1 2

Total inventories 64 96

Content rights inventory

Spark enters into contracts for the right to stream digital content for sport and previously to subscribers of Lightbox. Content rights are

stated at the lower of cost and net realisable value, less accumulated amortisation and includes prepaid content that is not yet available for

broadcast.

The amortisation of content rights is recognised within operating expenses on a straight-line basis over their licence periods or, for live

sports content, over its broadcast period. The content rights amortisation charge for the year ended 30 June 2021 was $28 million (30 June

2020: $40 million).

3.1 Receivables and prepayments (continued)

78

Spark New Zealand Annual Report 2021

Notes to the financial statements

3
3.3 Long-term investments

20212020

AS AT 30 JUNEMEASUREMENT BASIS$M$M

Shares in HutchisonFair value through other comprehensive income 160 247

Investment in associates and joint venturesEquity method 59 54

Other long-term investmentsCost 8 7

227 308

Spark holds a 10% interest in Hutchison Telecommunications Australia Limited (Hutchison) which is quoted on the Australian Securities

Exchange (ASX) and its fair value is measured using the observable bid share price as quoted on the ASX, classified as being within Level 1

of the fair value hierarchy. As at 30 June 2021 the quoted price of Hutchison’s shares on the ASX was AUD$0.110 (30 June 2020:

AUD$0.170). The decrease in fair value of $87 million is recognised in other comprehensive income (30 June 2020: $91 million increase).

Investment in associates and joint ventures

Spark’s investment in associates and joint ventures at 30 June 2021 consists of the following:

NAMETYPECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Connect 8 LimitedJoint VentureNew Zealand50%Fibre network construction

Flok LimitedAssociate New Zealand38%Hardware and software development

Pacific Carriage Holdings LimitedAssociateBermuda38%A holding company

Pacific Carriage Holdings Limited IncAssociateUnited States38%A holding company

PropertyNZ Limited (homes.co.nz)AssociateNew Zealand23%Property data website

Rural Connectivity Group LimitedJoint VentureNew Zealand33%Rural broadband

Southern Cross Cables Holdings LimitedAssociateBermuda38%A holding company

TNAS LimitedJoint VentureNew Zealand50%Telecommunications development

All investments in associates and joint ventures are measured using the equity method and none are considered to be individually

material. Changes in the aggregate carrying amount of Spark’s investment in associates and joint ventures were as follows:

20212020

ASSOCIATESJOINT VENTURESTOTALASSOCIATESJOINT VENTURESTOTAL

YEAR ENDED 30 JUNE$M$M$M$M$M$M

Opening balance as at 1 July 31 23 54 9 12 21

Additional investment during the year 5 8 13 22 10 32

Impairment (1) – (1) – – –

Disposals (5) – (5) – – –

Share of net profits/(losses) – (1) (1) – 1 1

Deferred gains – (1) (1) – – –

Closing balance as at 30 June 30 29 59 31 23 54

Spark has suspended equity accounting for Pacific Carriage Holdings Limited and Southern Cross Cables Holdings Limited (together

‘Southern Cross’) as their carrying values were reduced to nil. Spark has no obligation to fund Southern Cross’ deficits or repay dividends.

For the year ended 30 June 2021 Spark’s share of Southern Cross profits was not recognised because of the existence of historic

cumulative Southern Cross deficits. In the current year Southern Cross’ profit was $39 million (30 June 2020: $51 million).

79

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Assets
3.4 Right-of-use assets

Spark is a lessee for a large number of leases, including:

• Property – Spark leases a number of office buildings and retail stores. These leases generally have rights of renewal that are reasonably

certain to be exercised and therefore may have long effective lease terms;

• Capacity arrangements – Spark enters into a number of indefeasible right-of-use capacity arrangements for cable capacity;

• Mobile sites – Spark has entered into a number of agreements to allow the operation of mobile network infrastructure throughout

New Zealand;

• Motor vehicles – Spark leases motor vehicles for use in sales, field operations and maintenance of infrastructure equipment; and

• Other – Spark leases equipment that is held at Spark premises and used to provide services to customers.

Movements in right-of-use assets are summarised below:

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2021$M$M$M$M$M$M

Opening net book value333 233 102 2 28 698

Additions74 13 27 4 11 129

Disposals(2)– (3)– (9)(14)

Remeasurements

1

(90)– 1 – – (89)

Depreciation charge(34)(22)(10)(2)(9)(77)

Closing net book value281 224 117 4 21 647


PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2020$M$M$M$M$M

Opening net book value287 243 94 1 – 625

Additions79 11 13 2 33 138

Disposals(8)– – – – (8)

Remeasurements2 – 5 – – 7

Depreciation charge(27)(21)(10)(1)(5)(64)

Closing net book value333 233 102 2 28 698

1 Remeasurements to property primarily relate to modifications and changes of assumptions for leases, including market rent reviews and reductions in lease terms for

corporate property leases. The reduction in property right-of-use assets is substantially offset by a reduction in property lease liabilities (see note 4.2).

All capacity additions for the year ended 30 June 2021 were fully paid on control being obtained and therefore deemed capital

expenditure as reconciled in note 2.5 (30 June 2020: all fully paid and deemed capital expenditure).

Income from sub-leasing right-of-use assets for the year ended 30 June 2021 was $1 million (30 June 2020: $1 million).

80

Spark New Zealand Annual Report 2021

Notes to the financial statements

3
3.4 Right-of-use assets (continued)

Key estimates and assumptions

At inception of a contract Spark assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess

whether a contract conveys the right to control the use of an identified asset, Spark assesses whether:

• The contract involves the use of an identified asset;

• Spark has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

• Spark has the right to direct the use of the asset.

At inception or on reassessment of a contract that contains a lease component, Spark allocates the consideration in the contract

to each lease component on the basis of their relative stand-alone prices. Spark recognises a right-of-use asset at the lease

commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate

of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any

lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of

the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are

determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically assessed for

impairment losses and adjusted for certain remeasurements of the lease liability.

3.5 Leased customer equipment assets

Spark acts as the intermediate party (as a lessee and a lessor) in a number of lease arrangements for customer premises equipment. Such

arrangements may also include an initial sale and leaseback transaction. A sale and leaseback transaction contains a genuine sale if control

of an asset is transferred under NZ IFRS 15. For Spark’s back-to-back lease arrangements we have assessed that a sale does not occur as

control over the equipment remains with Spark instead of passing to the buyer-lessor.

Spark as the seller-lessee continues to recognise the leased customer equipment asset, which is initially measured at cost. The asset is

subsequently depreciated using the straight-line method based on the expected lease term. Movements in leased customer equipment

assets are summarised below:

20212020

YEAR ENDED 30 JUNE$M$M

Opening net book value86 55

Additions28 61

Disposals (1)(3)

Depreciation charge(36)(27)

Closing net book value77 86

20212020

AS AT 30 JUNE$M$M

Cost182 158

Accumulated depreciation and impairment losses(105)(72)

Closing net book value77 86

Leased customer equipment assets are on-leased to customers under operating leases. Amounts recovered from customers for the year

ended 30 June 2021 were $43 million (30 June 2020: $31 million).

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Assets
3.6 Property, plant and equipment

TELECOMMUNI-

CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2021$M$M$M$M$M$M

Opening net book value641 60 198 114 108 1,121

Additions– – 40 – 163 203

Transfers167 1 –18 (186)–

Disposals– – – (2)– (2)

Depreciation charge(160)– (31)(51)– (242)

Closing net book value648 61 207 79 85 1,080

AS AT 30 JUNE 2021

Cost4,006 61 550 553 85 5,255

Accumulated depreciation and impairment losses(3,358)– (343)(474)– (4,175)

Closing net book value648 61 207 79 85 1,080

TELECOMMUNI-

CATIONS

EQUIPMENT

AND PLANTFREEHOLD LANDBUILDINGSOTHER ASSETS

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2020 - RESTATED$M$M$M$M$M$M

Opening net book value 623 60 199 125 126 1,133

Additions – – 29 – 198 227

Transfers 166 – 1 49 (216) –

Disposals – – – (6) – (6)

Depreciation charge (148) – (31) (54) – (233)

Closing net book value 641 60 198 114 108 1,121

AS AT 30 JUNE 2020 - RESTATED

Cost 3,818 60 562 569 108 5,117

Accumulated depreciation and impairment losses (3,177) – (364) (455) – (3,996)

Closing net book value 641 60 198 114 108 1,121

82

Spark New Zealand Annual Report 2021

Notes to the financial statements

3
3.6 Property, plant and equipment (continued)

Joint arrangement

Spark has entered into a joint arrangement in relation to the construction and operation of the Tasman Global Access fibre-optic submarine

cable between Australia and New Zealand. As at 30 June 2021 the carrying value of Spark’s share of property, plant and equipment and

intangible assets in the joint operation was $30 million (30 June 2020: $31 million).

Key estimates and assumptions

Spark’s property, plant and equipment is measured at cost and depreciation is charged on a straight-line basis over the assets’

estimated useful lives. Determining the appropriate useful life of property, plant and equipment requires management

judgement, including the expected period of service potential, the likelihood technological advances will make the asset

obsolete, the likelihood of Spark ceasing to use it and the effect of government regulation.

The estimated useful lives of Spark’s property, plant and equipment is as follows:

Telecommunications equipment

Links and cables 10 – 50 years  

Network transport 3 – 15 years  

Mobile radio access network 5 – 18 years  

Customer premises equipment 3 – 5 years  

International cable and satellite 10 – 15 years

Buildings

Buildings 15 – 53 years  

Furniture and fittings 3 – 15 years  

Air conditioning 8 – 20 years  

Power systems 3 – 25 years  

Batteries 5 – 15 years

Other

Motor vehicles 3 – 10 years  

Computer equipment 2 – 8 years  

Internal IT system assets 3 – 15 years

The assessment of assets for impairment is based on a large number of factors, such as changes in current competitive

conditions, expectations of growth in the telecommunications industry, the discontinuance of services, the expected future cash

flows an asset is expected to generate and other changes in circumstances that indicate an impairment exists. Key judgements

include rates of expected revenue growth or decline, expected future margins and the selection of an appropriate discount rate

for valuing future cash flows.

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Assets
3.7 Intangible assets

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2021$M$M$M$M$M$M

Opening net book value 351 158 59 222 53 843

Additions

1

– 51 – – 141 192

Transfers 102 – – – (102) –

Acquisitions – – 4 – – 4

Amortisation charge (138) (16) (14) – – (168)

Closing net book value 315 193 49 222 92 871

AS AT 30 JUNE 2021

Cost 2,075 336 146 270 92 2,919

Accumulated amortisation and impairment losses (1,760) (143) (97) (48) – (2,048)

Closing net book value 315 193 49 222 92 871

1 Total software capitalised in the year ended 30 June 2021 includes $36 million of internally generated assets. Other software capitalised in the year includes software

licences and externally supplied labour.

SOFTWARE

SPECTRUM

LICENCES

OTHER

INTANGIBLESGOODWILL

WORK IN

PROGRESSTOTAL

YEAR ENDED 30 JUNE 2020 - RESTATED$M$M$M$M$M$M

Opening net book value 312 163 68 213 100 856

Additions

1

– 13 – – 136 149

Transfers 173 – 10 – (183) –

Acquisitions – – 1 9 – 10

Disposals (5) (1) – – – (6)

Impairments (2) – – – – (2)

Amortisation charge (127) (17) (20) – – (164)

Closing net book value 351 158 59 222 53 843

AS AT 30 JUNE 2020 – RESTATED

Cost 1,985 282 141 270 53 2,731

Accumulated amortisation and impairment losses (1,634) (124) (82) (48) – (1,888)

Closing net book value 351 158 59 222 53 843

1 Total software capitalised in the year ended 30 June 2020 includes $42 million of internally generated assets. Other software capitalised in the year includes software

licences and externally supplied labour.

Key estimates and assumptions

Intangible assets are amortised over their useful lives on a straight-line basis, except goodwill, which is tested for impairment annually.

Determining the appropriate useful life of an intangible asset requires management judgement, including assessing the expected

period of service potential, the likelihood technological advances will make it obsolete and the likelihood of Spark ceasing to use it.

The estimated useful lives of Spark intangible assets is as follows:

Spectrum licences 2 – 21 years

Software 2 – 12 years

Customer contracts and brands 5 – 10 years

Other intangible assets 2 – 100 years

84

Spark New Zealand Annual Report 2021

Notes to the financial statements

3
3.7 Intangible assets (continued)

Goodwill

Goodwill by cash-generating unit (CGU) is presented below:

20212020

AS AT 30 JUNE$M$M

Mobile 28 28

Cloud, security and service management 167 167

Qrious 14 14

Digital Island 13 13

222 222

During the years ended 30 June 2021 and 30 June 2020 no impairment arose as a result of the assessment of the carrying value of

goodwill. Headroom currently exists in each CGU and, based on sensitivity analysis performed, no reasonably possible changes in the

assumptions would cause the carrying amount of the CGUs to exceed their recoverable amounts.

Key estimates and assumptions

Goodwill is assessed annually for impairment using a value-in-use model, which estimates the future cash flows, based on the

FY22 Board-approved business plan, applied to the next three years, with key assumptions being forecast earnings and capital

expenditure for each CGU. The forecast financial information is based on both past experience and future expectations of CGU

performance. The major inputs and assumptions used in performing an impairment assessment that require judgement include

revenue forecasts, operating cost projections, customer numbers and customer churn, discount rates, growth rates and future

technology paths.

Nil terminal growth was applied to all CGUs and a pre-tax discount rate of 10.0% was utilised for the year ended 30 June 2021

(30 June 2020: 8.8%).

3.8 Net tangible assets

The calculation of Spark’s net tangible assets per share and its reconciliation to the statement of financial position is presented below:

2021

RESTATED

2020

AS AT 30 JUNE$M$M

Total assets 4,113 4,358

Less intangible assets (871) (843)

Less total liabilities (2,610) (2,884)

Net tangible assets 632 631

Number of shares outstanding (in millions) 1,867 1,837

Net tangible assets per share$0.34$0.34

Net tangible assets per share is a non-GAAP financial measure that is not defined in NZ IFRS. Total assets includes right-of-use assets and

total liabilities includes lease liabilities.

85

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Liabilities and equity
Section 4 Liabilities and equity

4.1 Payables, accruals and provisions

2021

RESTATED

2020

AS AT 30 JUNE$M$M

Short-term payables, accruals and provisions

Trade accounts payable 270 267

Revenue billed in advance 80 74

Accrued personnel costs 37 38

Accrued interest 2 2

GST payable 34 37

Short-term sale and leaseback liabilities 34 31

Short-term provisions 3 6

Other short-term payables and accruals 19 38

479 493

Long-term payables, accruals and provisions

Long-term sale and leaseback liabilities 47 58

Long-term provisions 10 5

Other long-term payables & accruals 3 18

60 81

Trade accounts payable and sale and leaseback liabilities are financial instruments held at amortised cost.

Provisions

Total provisions as at 30 June 2021 were $13 million (30 June 2020: $11 million). New provisions of $10 million were made during the year

(30 June 2020: $7 million) and provisions of $8 million were utilised or released (30 June 2020: $3 million).

The largest portion of the provisions relate to make-good provisions of $12 million (30 June 2020: $7 million).

Notes to the financial statements: Liabilities and equity

86

Spark New Zealand Annual Report 2021

Notes to the financial statements

4
4.2 Lease liabilities

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2021$M$M$M$M$M$M

Opening lease liability balance 443 2 99 2 26 572

Leases entered into during the year19 – 27 4 12 62

Disposals(2)– (4)– (9)(15)

Interest expense19 – 6 – 1 26

Principal repayments(49)– (15)(2)(9)(75)

Remeasurements

1

(105)– – – – (105)

Balance at the end of the year325 2 113 4 21 465

Short-term portion of finance lease receivable1 – – – – 1

Total lease liability balance326 2 113 4 21 466

Short-term lease liabilities38 – 12 2 8 60

Long-term lease liabilities288 2 101 2 13 406

Lease liabilities – non-cancellable commitments

2

170 2 53 4 20 249

PROPERTYCAPACITY

MOBILE

SITES

MOTOR

VEHICLESOTHERTOTAL

YEAR ENDED 30 JUNE 2020$M$M$M$M$M$M

Opening lease liability balance 394 2 93 1 – 490

Leases entered into during the year77 – 9 2 31 119

Disposals(9)– – – – (9)

Interest expense24 – 6 – 1 31

Principal repayments(46)– (14)(1)(6)(67)

Remeasurements3 – 5 – – 8

Closing lease liability balance 443 2 99 2 26 572

Short-term lease liabilities25 – 8 1 7 41

Long-term lease liabilities418 2 91 1 19 531

Lease liabilities – non-cancellable commitments

2

198 2 13 2 26 241

1 Remeasurements to property primarily relate to modifications and changes of assumptions for leases, including market rent reviews and reductions in lease terms for

corporate property leases. The reduction in lease liabilities is substantially offset by a reduction in property right-of-use assets (see note 3.4).

2 Relates to the discounted lease liability for future minimum rental commitments for non-cancellable periods of leases, excluding rights of renewal, which are at Spark’s

option.

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Liabilities and equity
4.2 Lease liabilities (continued)

Key estimates and assumptions

Spark recognises a lease liability at the lease commencement date. 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, Spark’s incremental borrowing rate. Generally, Spark uses its incremental borrowing rate as

the discount rate, with adjustments for the type and term of the lease.

Lease payments included in the measurement of the lease liability comprise:

• Fixed payments, including in-substance fixed payments;

• Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement

date;

• Amounts expected to be payable under a residual value guarantee;

• The exercise price under a purchase option that Spark is reasonably certain to exercise; and

• Lease payments in an optional renewal period if Spark is reasonably certain to exercise an extension option.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in

future lease payments arising from a change in an index or rate, if there is a change in Spark’s estimate of the amount expected to

be payable under a residual value guarantee or if Spark changes its assessment of whether it will exercise a purchase or

extension option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use

asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Spark has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12

months or less and leases of low-value assets. Spark recognises the lease payments associated with these leases within operating

expenses on a straight-line basis over their lease terms.

88

Spark New Zealand Annual Report 2021

Notes to the financial statements

4
4.3 Debt

Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is classified and measured

at amortised cost plus, for hedged liabilities that are in a fair value hedging relationship, adjustments for fair value changes attributable to

the risk being hedged. Any difference between cost and redemption value (including fair value changes) is recognised in the statement of

profit or loss over the period of the borrowings, using the effective interest rate method.

20212020

AS AT 30 JUNE$M$M

FACE VALUEFACILITYCOUPON RATEMATURITY

Short-term debt

Short-term borrowingsVariable< 1 month 3 –

Commercial paperVariable< 3 months 155 228

158 228

Supplier financing arrangements

1

Amounts due within one yearVariable< 3 years14 –

Amounts due in more than a yearVariable< 3 years 18 –

32 –

Bank funding

The Hongkong and Shanghai Banking Corporation Limited100 million NZDVariable30/11/2021 100 50

Mitsubishi UFJ Financial Group Bank Limited125 million NZDVariable30/11/2022 60 100

160 150

Domestic notes

100 million NZD4.50%25/03/2022 101 103

100 million NZD4.51%10/03/2023 104 108

125 million NZD3.37%07/03/2024 130 135

125 million NZD3.94%07/09/2026 131 140

466 486

Foreign currency Medium Term Notes

Australian Medium Term Notes - 100 million AUD1.90%05/06/2026 106 107

Australian Medium Term Notes - 150 million AUD4.00%20/10/2027 177 185

Australian Medium Term Notes - 125 million AUD2.60%18/03/2030 132 139

Norwegian Medium Term Notes - 1 billion NOK

2

3.07%19/03/2029 172 177

587 608

1,403 1,472

Debt due within one year 373 228

Long-term debt 1,030 1,244

1 Supplier financing arrangements relate to amounts payable to suppliers on extended payment terms and are therefore considered as debt. Amounts paid under these

arrangements are presented in the statement of cash flows within financing activities.

2 Norwegian krone.

89

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Liabilities and equity
4.3 Debt (continued)

None of Spark’s debt is secured and all debt ranks equally with other liabilities. There are no financial covenants over Spark’s debt,

however, there are certain triggers in the event of default, as defined in the various debt agreements. There have been no events of default

over Spark’s debt in the years ended 30 June 2021 and 30 June 2020.

The fair value of long-term debt, including long-term debt due within one year, based on market observable prices, was $1,270 million

compared to a carrying value of $1,245 million as at 30 June 2021 (30 June 2020: fair value of $1,254 million compared to a carrying value

of $1,244 million).

20212020

AS AT 30 JUNE$M$M

Total debt 1,403 1,472

Less short-term debt (158) (228)

Total long-term debt (including long-term debt due within one year) 1,245 1,244

4.4 Capital risk management

Spark manages its capital considering shareholders’ interests, the value of Spark’s assets and the Company’s credit rating. The Board

continues to be committed to the Company maintaining a single ‘A Band’ credit rating and its capital management policies are designed

to ensure this objective is met. As part of this commitment Spark manages its debt levels to ensure that the ratio of net debt at hedged

rates (being inclusive of associated derivatives) to EBITDAI does not materially exceed 1.4 times on a long-run basis, which, for credit rating

agency purposes, Spark estimates equates approximately to adjusted debt to EBITDA of 1.7 times. The difference between these two

ratios is primarily due to the credit rating agency making adjustments for leases and captive finance operations.

As at 30 June 2021 the Company’s Standard & Poor’s credit ratings for long-term and short-term debt were A- and A-2 respectively,

with outlook stable (30 June 2020: same).

Net debt

Net debt at hedged rates, the primary net debt measure Spark monitors, includes long-term debt at the value of hedged cash flows due to

arise on maturity, plus short-term debt, less any cash. Net debt at carrying value includes the non-cash impact of fair value hedge

adjustments and any unamortised discount.

Net debt at hedged rates is a non-GAAP measure and is not defined in accordance with NZ IFRS but is a measure used by management. A

reconciliation of net debt at hedged rates and net debt at carrying value is provided below:

20212020

AS AT 30 JUNE$M$M

Cash (72) (53)

Short-term debt at face value 158 228

Long-term debt at face value 1,212 1,162

Net debt at face value 1,298 1,337

To retranslate debt balances at swap rates where hedged by currency swaps 5 12

Net debt at hedged rates

1

1,303 1,349

Non-cash adjustments

Impact of fair value hedge adjustments

2

1213

Unamortised discount (2) –

Net debt at carrying value 1,313 1,362

1 Net debt at hedged rates is the value of hedged cash flows due to arise on maturity and includes an adjustment to state the principal of foreign currency medium term

notes at the hedged currency rate.

2 Fair value hedge adjustments arise on domestic notes in fair value hedges and foreign currency medium term notes in dual fair value and cash flow hedges. These have

no impact on the cash flows to arise on maturity.

90

Spark New Zealand Annual Report 2021

Notes to the financial statements

4
4.4 Capital risk management (continued)

A reconciliation of movements in net debt is provided below:

CASH FLOWSNON-CASH MOVEMENTS

YEAR ENDED 30 JUNE 2021

AS AT 1 JULY

2020

$M

PROCEEDS

$M

PAYMENTS

$M

INTEREST

AMORTISATION

$M

FAIR VALUE

CHANGES

$M

FOREIGN

EXCHANGE

MOVEMENT

$M

OTHER

$M

AS AT 30 JUNE

2021

$M

Cash(53)(8,996)8,977––––(72)

Short-term debt2282,044(2,115)1–––158

Long-term debt1,2443,323(3,290)(1)(48)7101,245

Derivatives(57)–––46(7)–(18)

Net debt 1,362 (3,629) 3,572 – (2) – 10 1,313

CASH FLOWSNON-CASH MOVEMENTS

YEAR ENDED 30 JUNE 2020

AS AT 1 JULY

2019

$M

PROCEEDS

$M

PAYMENTS

$M

INTEREST

AMORTISATION

$M

FAIR VALUE

CHANGES

$M

FOREIGN

EXCHANGE

MOVEMENT

$M

OTHER

$M

AS AT 30 JUNE

2020

$M

Cash(54)(6,945)6,946––––(53)

Short-term debt1501,150(1,075)3–––228

Long-term debt1,2451,847(1,882)–44(9)(1)1,244

Derivatives(15)278(288)–(41)9–(57)

Net debt 1,326 (3,670) 3,701 3 3 – (1) 1,362

4.5 Equity and dividends

Share capital

Movements in the Company’s issued ordinary shares were as follows:

20212020

YEAR ENDED 30 JUNENUMBERNUMBER

Shares at the beginning of the year 1,837,044,943 1,836,191,581

Dividend reinvestment plan 29,190,684–

Issuance of shares under share schemes and other transfers889,466 853,362

Shares at the end of the year 1,867,125,093 1,837,044,943

All issued shares are fully paid and have no par value. Shareholders of ordinary shares have the right to vote at any general meeting of the Company.

Dividends

20212020

YEAR ENDED 30 JUNE

CENTS PER

SHARE$M

CENTS PER

SHARE$M

Previous year second half-year dividend 12.5 230 12.5 230

First half-year dividend 12.5 231 12.5 229

Total dividends in the year 25.0 461 25.0 459

Second half-year dividend declared subsequent to balance date not provided for 12.5 233 12.5 230

Events after balance date

On 18 August 2021 the Board approved the payment of a second-half ordinary dividend of 12.5 cents per share or approximately

$233 million. This ordinary dividend will be 100% imputed. In addition, supplementary dividends totalling approximately

$23 million will be payable to shareholders who are not resident in New Zealand. In accordance with the Income Tax Act 2007,

Spark will receive a tax credit from Inland Revenue equivalent to the amount of supplementary dividends paid.

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Liabilities and equity
4.5 Equity and dividends (continued)

H1 FY21 H2 FY21

ORDINARY DIVIDENDS ORDINARY DIVIDENDS

Dividends declared

Ordinary shares 12.5 cents 12.5 cents

American Depositary Shares

1

43.79 US cents 44.01 US cents

Imputation

Percentage imputed100%100%

Imputation credits per share 4.8611 cents 4.8611 cents

Supplementary dividend per share

2

2.2059 cents 2.2059 cents

‘Ex’ dividend dates

New Zealand Stock Exchange18/03/2116/09/21

Australian Securities Exchange18/03/2116/09/21

American Depositary Shares 18/03/2116/09/21

Record dates

New Zealand Stock Exchange19/03/2117/09/21

Australian Securities Exchange19/03/2117/09/21

American Depositary Shares 19/03/2117/09/21

Payment dates

New Zealand and Australia 9/04/211/10/21

American Depositary Shares 19/04/2115/10/21

1 Spark’s American Depositary Shares, each representing five ordinary Spark shares and evidenced by American Depositary Receipts (ADRs), are traded over-the-counter

in the United States. This is a Level 1 ADR programme that is sponsored by Bank of New York Mellon. For H2 FY21 these are based on the exchange rate at 12 August

2021 of NZ$1 to US$0.7042 and a ratio of five ordinary shares per one American Depositary Share. The actual exchange rate used for conversion is determined in the

week prior to payment when the Bank of New York Mellon performs the physical currency conversion.

2 Supplementary dividends are paid to non-resident shareholders.

Dividend Reinvestment Plan

The Company has a dividend reinvestment plan under which shareholders can elect to receive dividends in additional shares.

For the year ended 30 June 2021 shares with a total value of $131 million (2020: nil) were issued in lieu of dividends. Shares

issued in lieu of dividends are excluded from dividends paid in the statement of cash flows.

The dividend reinvestment plan has been retained for the H2 FY21 dividend. Shares issued under the dividend reinvestment

plan will be issued at the prevailing market price around the time of issue. The last date for shareholders to elect to participate

in the dividend reinvestment plan for the H2 FY21 dividend is 20 September 2021.

Spark’s Dividend Reinvestment Plan Offer Document and Participation Notice can be found on Spark’s Investor Centre Website

investors.sparknz.co.nz

92

Spark New Zealand Annual Report 2021

Notes to the financial statements

5
Section 5 Financial instruments

5.1 Derivatives and hedge accounting

20212020

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

DERIVATIVE

ASSETS

DERIVATIVE

LIABILITIES

AS AT 30 JUNE$M$M$M$M

Designated in a cash flow hedge10 (83)1 (155)

Designated in a fair value hedge16 – 35 –

Designated in a dual fair value and cash flow hedge9 (7)22 –

Other1 (5)3 (6)

36 (95)61 (161)

Short-term derivatives12 (4)1 (5)

Long-term derivatives24 (91)60 (156)

Spark’s derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest, foreign

exchange and electricity prices. This represents a level two measurement under the fair value measurement hierarchy, being inputs other

than quoted prices included within level one that are observable for the asset or liability. As at 30 June 2021 and 30 June 2020 no

derivative financial assets or derivative financial liabilities have been offset in the statement of financial position. The potential for offsetting

of any derivative financial instruments is $20 million (30 June 2020: $39 million).

Hedge accounting

Derivatives are hedge accounted when they are designated into an effective hedge relationship as a hedging instrument. The nature and

the effectiveness of the hedge accounting relationship will determine where the gains and losses on remeasurement are recognised.

Derivatives are designated:

• Fair value hedges, where the derivative is used to manage interest rate risk in relation to debt;

• Cash flow hedges, where the derivative is used to manage the variability in cash flows of highly probable forecast transactions; and

• Dual fair value and cash flow hedges, where the derivative is used to hedge the interest rate risk on foreign debt and the variability in

cash flows due to movements in foreign exchange rates.

At inception, each hedge relationship is formalised in hedge documentation. Hedge accounting is discontinued when the hedge

instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. Spark determines the existence of an

economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of respective

cash flows, reference interest rates, tenors (time to maturity), repricing dates, maturities and notional amounts. Spark assesses whether the

derivative designated in each hedging relationship is expected to be, and has been, effective in offsetting the changes in cash flows of the

hedged item using the hypothetical derivative method.

Derivatives in hedge relationships are designated based on a hedge ratio of 1:1. In these hedge relationships the main source of

ineffectiveness is the effect of the counterparty and Spark’s own credit risk on the fair value of the derivatives, which is not reflected in the

change in the fair value of the hedged item attributable to changes in foreign exchange and interest rates.

Cash flow hedges

Cross-currency interest rate swaps and interest rate swaps are jointly designated in cash flow hedges to manage interest and foreign

exchange rate risk on debt. The hedged cash flows will affect Spark’s statement of profit or loss and other comprehensive income as

interest and principal amounts are repaid over the remaining term of the debt.

Interest rate swaps are designated in cash flow hedges to manage the interest rate exposure of highly probable forecast variable rate debt

and aggregate variable interest rate exposures created by swapping local or foreign currency fixed-rate debt into variable rate debt.

Electricity hedge contracts are designated in cash flow hedges to reduce electricity price risk from price fluctuations. These hedge

contracts establish the price at which future specified quantities of electricity are purchased and settled. Any resulting differential to be

paid or received is recognised as a component of electricity costs through the term of the contracts.

Spark also enters into forward exchange contracts to hedge forecast foreign currency purchases, the majority expected to be made within

12 months. The related cash flows are recognised in the statement of profit or loss and other comprehensive income over this period.

Notes to the financial statements: Financial instruments

93

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial instruments
5.1 Derivatives and hedge accounting (continued)

A reconciliation of movements in the hedge reserves, net of tax, is outlined below:

20212020

YEAR ENDED 30 JUNE$M$M

Opening balance as at 1 July (120) (85)

Gain/(loss) recognised in other comprehensive income57 (49)

Amount reclassified to finance expense 14 8

Amount reclassified to property, plant and equipment/intangible assets and inventory (9) 6

Amount reclassified to other operating expenses(5) –

Total movements to other comprehensive income/(loss) 57 (35)

Closing balance as at 30 June (63) (120)

Other amounts deferred in equity will be transferred to the statement of profit or loss over the next four years (30 June 2020: five years).

Included within the closing balance at 30 June 2021 is $3 million relating to the cost of hedging reserve (30 June 2020: $2 million). The

movement in the hedge reserves includes $68 million in the change in fair value of interest rate swaps less $19 million associated deferred

tax, $6 million in relation to electricity derivatives and $2 million for forward foreign exchange contracts (30 June 2020: $49 million in the

change in fair value of interest rate swaps less $14 million associated deferred tax).

Fair value hedges

Interest rate swaps are designated in a fair value hedge to manage interest rate risk in relation to debt. The gain or loss from remeasuring

the interest rate swaps and debt at fair value is recognised in the statement of profit or loss and other comprehensive income. During the

year ended 30 June 2021 there has been no material ineffectiveness on fair value hedging relationships (30 June 2020: no material

ineffectiveness).

Dual fair value and cash flow hedges

Spark has Australian dollar (AUD) and Norwegian Krone (NOK) denominated debt. As part of Spark’s risk management policy, cross-

currency interest rate swaps (CCIRSs) are entered into to convert all of the proceeds of the debt issuances to New Zealand dollars and

convert the foreign currency fixed rate of the debt issuance to a New Zealand dollar floating rate. To mitigate profit or loss volatility, the

CCIRSs were designated into a dual fair value and cash flow hedge relationship. The foreign currency basis element of the CCIRSs are

excluded from the designation and are separately recognised in other comprehensive income in a cost of hedging reserve.

For fair value hedges the gain or loss from remeasuring the CCIRSs and debt at fair value is recognised in the statement of profit or loss

and other comprehensive income. For cash flow hedges gains or losses deferred in the cash flow hedge reserve will be reclassified to

Spark’s statement of profit or loss and other comprehensive income as interest and principal amounts are repaid over the remaining term

of the debt.

The change in fair value of the hedging instruments relating to the foreign currency basis component of the CCIRS is recognised in other

comprehensive income and accumulated in a cost of hedging equity reserve. Subsequently, the cumulative amount is transferred to profit

or loss at the same time as the hedged item impacts profit or loss.

94

Spark New Zealand Annual Report 2021

Notes to the financial statements

5
5.1 Derivatives and hedge accounting (continued)

The details of the hedging instruments are as follows:

NOTIONAL

AMOUNT OF

HEDGING

INSTRUMENT

STATEMENT OF

FINANCIAL

POSITION LINE

ITEM

CARRYING AMOUNT OF

THE HEDGING INSTRUMENT

LIFE TO DATE

CHANGE-IN-

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESSASSETSLIABILITIES

AS AT 30 JUNE 2021$M$M$M

Cash flow hedges

Interest rate swapsNZD 780m Derivatives – (80) (80)

Forward foreign exchange contractsNZD 200m Derivatives 3 (3) –

Electricity derivatives66.24 GWh Derivatives 7 – 7

Fair value hedges

Interest rate swapsNZD 390m Derivatives 16 – 16

Forward foreign exchange contractsNZD 8m Derivatives – – –

Fair value and cash flow hedges

Cross-currency swapsAUD 150m Derivatives 9 – 9

Cross-currency swapNOK 1b Derivatives – (2) (2)

Cross-currency swapsAUD 125m Derivatives – (3) (3)

Cross-currency swapsAUD 100m Derivatives – (2) (2)

35 (90) (55)

AS AT 30 JUNE 2020

Cash flow hedges

Interest rate swapsNZD 860m Derivatives – (148) (148)

Forward foreign exchange contractsNZD 207m Derivatives 1 (4) (3)

Electricity derivatives329 GWh Derivatives – (2) (2)

Fair value hedges

Interest rate swapsNZD 390m Derivatives 35 – 35

Fair value and cash flow hedges

Cross-currency swapsAUD 150m Derivatives 16 – 16

Cross-currency swapNOK 1b Derivatives 3 – 3

Cross-currency swapsAUD 125m Derivatives 3 – 3

Cross-currency swapsAUD 100m Derivatives – – –

58 (154) (96)

95

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial instruments
5.1 Derivatives and hedge accounting (continued)

The details of hedged items are as follows:

STATEMENT OF

FINANCIAL POSITION

LINE ITEM

CARRYING AMOUNT OF

THE HEDGED ITEM

ACCUMULATED AMOUNT OF

FAIR VALUE HEDGE ADJUSTMENTS

ON THE HEDGED ITEM INCLUDED

IN THE CARRYING AMOUNT

OF THE HEDGED ITEM

LIFE TO DATE

CHANGE-IN-

VALUE USED FOR

CALCULATING

HEDGE

INEFFECTIVE-

NESSASSETSLIABILITIESASSETSLIABILITIES

AS AT 30 JUNE 2021$M$M$M$M$M$M

Cash flow hedges

Aggregated variable interest rate exposure – – – – – 80

Highly probable forecast purchases of electricity – – – – – (7)

Fair value hedges

Domestic Notes Long-term debt – (407) – (17) (16)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150m) Long-term debt – (177) – (17) (9)

Norwegian Medium Term Note (NOK 1b) Long-term debt – (172) – (6) 2

Australian Medium Term Note (AUD 125m) Long-term debt – (132) – 2 3

Australian Medium Term Note (AUD 100m) Long-term debt – (106) – 2 2

– (994) – (36) 55

AS AT 30 JUNE 2020

Cash flow hedges

Aggregated variable interest rate exposure – – – – – 138

Highly probable forecast variable rate debt – – – – – 10

Committed foreign exchange transactions – – – – – 3

Highly probable forecast purchases of electricity – – – – – 2

Fair value hedges

Domestic Notes Long-term debt – (426) – (36) (35)

Fair value and cash flow hedges

Australian Medium Term Note (AUD 150m) Long-term debt – (185) – (26) (16)

Norwegian Medium Term Note (NOK 1b) Long-term debt – (178) – (17) (3)

Australian Medium Term Note (AUD 125m) Long-term debt – (139) – (6) (3)

Australian Medium Term Note (AUD 100m) Long-term debt – (107) – – –

– (1,035) – (85) 96

96

Spark New Zealand Annual Report 2021

Notes to the financial statements

5
5.2 Financial risk management

a) Market risk

Spark is exposed to market risk primarily from changes in foreign

currency exchange rates, interest rates and electricity prices. Spark

employs risk management strategies, including the use of

derivative financial instruments, to manage these exposures

through a Board-approved treasury policy, which provides the

framework within which treasury-related activities are conducted.

Spark manages the concentration of exposures using well-defined

market and credit risk limits and through timely reporting to senior

management. All contracts have been entered into with high-credit

quality financial institutions, except electricity hedge contracts,

which are generally settled monthly. The risk associated with these

transactions is that the fair value or cash flows of financial

instruments will change due to movements in market rates or, in the

case of default by a counterparty, through the cost of replacement

at the current market rates.

Currency risk

Nature of the risk

Currency risk is the risk that eventual New Zealand dollar net cash

flows from transactions undertaken by Spark will be adversely

affected by changes in foreign currency exchange rates.

Exposure and risk management

Spark’s total net exposure (from non-derivative financial

instruments) to foreign currency as at 30 June 2021 is $598 million

(30 June 2021: $605 million). This includes $167 million long-term

debt principal denominated in NOK (30 June 2020: $161 million)

and $403 million long-term debt principal denominated in AUD (30

June 2020: $400 million). The remaining exposure is primarily trade

payables and other receivables denominated in United States

dollars (USD).

Spark manages currency risk arising from foreign currency debt

through hedging. Spark’s long-term debt issued in NOK and AUD

is fully hedged using cross-currency interest rate swaps to convert

foreign currency cashflows into floating-rate New Zealand dollar

exposures.

Currency risk from capital and operational expenditure in foreign

currencies (and related trade payables) has been substantially

hedged by entering into forward exchange contracts.

Sensitivity to foreign currency movements

As at 30 June 2021 a movement of 10% in the New Zealand dollar

would (after hedging) impact the statement of profit or loss by less

than $3 million (30 June 2020: less than $3 million) and the

statement of changes in equity by less than $19 million (30 June

2020: less than $19 million). This analysis assumes a movement in

the New Zealand dollar across all currencies and only includes the

effect of foreign exchange movements on monetary financial

instruments.

Interest rate risk

Nature of the risk

Interest rate risk is the risk that fluctuations in interest rates impact

Spark’s cash flows, financial performance or the fair value of its

holdings of financial instruments.

Exposure and risk management

Spark is exposed to interest rate risk from its financing activities,

which primarily include loans and debt issuance either at fixed or

floating rates. For floating-rate exposures Spark employs the use of

derivative financial instruments to reduce its exposure to

fluctuations in interest rates, with the objective to minimise the cost

of net borrowings and to minimise the impact of interest rate

movements on interest expense and net earnings.

Cross-currency interest rate swaps are used to convert foreign

currency debt into floating-rate New Zealand dollar exposures.

Interest rate swaps are used to convert floating-rate exposures into

fixed-rate exposures and vice versa. As a result Spark’s interest rate

exposure is limited to New Zealand only.

Sensitivity to interest rate movements

As at 30 June 2021 a movement in interest rates of 25 basis points

would (after hedging) impact the statement of profit or loss by less

than $1 million (30 June 2020: less than $1 million) and statement

of changes in equity by less than $2 million (30 June 2020: less

than $3 million).

Electricity price risk

Nature of the risk

Electricity price risk is the risk that fluctuations in spot electricity

prices will impact Spark’s financial performance.

Exposure and risk management

Spark is a large consumer of electricity, which exposes the Group to

fluctuations in the market spot price. To reduce its exposure to

electricity price risk, Spark has entered into electricity hedge

contracts. These contracts establish a fixed price for Spark, with the

counterparty topping up or retaining the difference between the

spot price and the fixed price over the term of the contract.

Sensitivity to electricity price movements

As at 30 June 2021 a movement of 10% in forward electricity prices

would impact the statement of profit or loss and statement of

changes in equity (after hedging) by less than $2 million (30 June

2020: less than $3 million).

97

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Financial instruments
b) Credit risk

Nature of the risk

Credit risk arises in the normal course of Spark’s business on cash,

receivables and derivative financial instruments if a counterparty

fails to meet its contractual obligations.

Exposure and risk management

Spark is exposed to credit risk if customers and counterparties fail

to make payments in respect of:

• Payment of trade and other receivables as they fall due; and

• Contractual cash flows of derivative assets held at fair value.

Spark’s assets subject to credit risk as at 30 June 2021 were $1,010

million (30 June 2020: $1,035 million).

Spark considers the probability of default upon initial recognition

of cash, receivables and derivative assets and whether there has

been a significant and ongoing increase in credit risk at the end of

each reporting period. To assess this Spark compares the risk of

default occurring on these assets at the reporting date, with the risk

of default at the date of initial recognition. Available, reasonable

and supportive forward-looking information is considered,

especially the following indicators:

• External credit rating (as far as available);

• Actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause a

significant change to the customer or counterparty’s ability to

meet their obligations; and

• Significant changes in the value of the collateral supporting the

obligation or in the quality of third-party guarantees or credit

enhancements.

Spark manages its exposure using a credit policy that includes

limits on exposures with significant counterparties that have been

set and approved by the Board and are monitored on a regular

basis. Spark places its cash and derivative financial instruments with

high-credit quality financial institutions and does not have

significant concentration of risk with any single party. Concentration

of credit risk for trade and other receivables is limited because of

Spark’s large customer base.

Spark has certain derivative and debt arrangements that are subject

to bilateral credit support agreements that require Spark or its

counterparties to post collateral funds to support the value of

certain derivatives subject to certain agreed threshold amounts. As

at 30 June 2021 no collateral was posted (30 June 2020: nil).

Letters of credit and guarantees may also be held over some

receivable amounts. The carrying amounts of financial assets

represent the maximum credit exposure.

c) Liquidity risk

Nature of the risk

Liquidity risk represents Spark’s ability to meet its contractual

obligations as they fall due.

Exposure and risk management

Spark uses cash and derivative financial instruments to manage

liquidity and evaluates its liquidity requirements on an ongoing

basis. In general, Spark generates sufficient cash flows from its

operating activities to meet its financial liabilities. As at 30 June

2021 Spark had current assets of $916 million and current liabilities

of $939 million (30 June 2020: current assets of $958 million and

current liabilities of $811 million). Positive operating cash flows

enable working capital to be managed to meet short-term liabilities

as they fall due.

In the event of any shortfalls Spark has the following financing

programmes:

• An undrawn committed standby facility of $200 million with a

number of creditworthy banks (30 June 2020: $200 million);

• Committed bank facilities of $575 million with $160 million

drawn as at 30 June 2021 (30 June 2020: $575 million facility

with $150 million drawn); and

• Committed bank overdraft facilities of $15 million with

New Zealand banks (30 June 2020: $15 million).

There are no compensating balance requirements associated with

these facilities.

Spark will refinance $100 million of an existing bank facility

maturing on 30 November 2021. This was approved at the Spark

February 2021 Board Meeting.

Spark’s FY21 liquidity policy is to maintain committed facilities of at

least 110% of the next 12 months’ forecast peak net funding

requirements. Spark’s funding policy requires that the maximum

amount of long-term debt, excluding short-term debt such as

commercial paper, maturing in any 12-month period is not to

exceed $300 million, which has been met.

5.2 Financial risk management (continued)

98

Spark New Zealand Annual Report 2021

Notes to the financial statements

5
Maturity analysis

The following table provides an analysis of Spark’s remaining contractual cash flows relating to financial liabilities. Contractual cash flows

include contractual undiscounted principal and interest payments.

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2021$M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade payables 270 270 270 – – – –

Sale and leaseback liabilities 81 91 22 25 31 13 –

Lease liabilities 466 616 40 36 70 147 323

Short and long-term debt 1,403 1,509 330 120 130 301 628

Derivative financial liabilities

Interest rate swaps (net settled) 85 69 7 6 13 31 12

Cross-currency interest rate swaps

(gross settled)

Inflows – (125) (6) (11) (17) (52) (39)

Outflows 7 132 6 6 15 58 47

Forward exchange contracts (gross settled)

Inflows – (89) (85) (4) – – –

Outflows 3 92 87 5 – – –

2,315 2,565 671 183 242 498 971

CARRYING

AMOUNT

CONTRACTUAL

CASH FLOWS0–6 MONTHS6–12 MONTHS1–2 YEARS2–5 YEARS5+ YEARS

AS AT 30 JUNE 2020 $M$M$M$M$M$M$M

Non-derivative financial liabilities

Trade payables 267 267 267 – – – –

Sale and leaseback liabilities 89 103 20 21 37 25 –

Lease liabilities 572 786 36 35 69 169 477

Short and long-term debt 1,472 1,598 243 20 185 401 749

Derivative financial liabilities –

Interest rate swaps (net settled) 155 160 14 14 27 66 39

Electricity derivatives (net settled) 2 2 – 1 1 – –

Cross-currency interest rate swaps

(gross settled) –

Inflows – (119) (1) (1) (2) (6) (109)

Outflows – 119 1 1 2 6 109

Forward exchange contracts (gross settled) –

Inflows – (124) (98) (24) (2) – –

Outflows 4 128 102 24 2 – –

2,561 2,920 584 91 319 661 1,265

5.2 Financial risk management (continued)

99

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Other information
Section 6 Other information

6.1 Income tax

Income tax expense

The income tax expense is determined as follows:

2021

RESTATED

2020

YEAR ENDED 30 JUNE$M$M

Statement of profit or loss

Current income tax

Current year income tax expense (172) (175)

Adjustments in respect of prior periods 4 13

Deferred income tax

Depreciation, provisions, accruals, tax losses and other 4 11

Reintroduction of tax depreciation on buildings– 10

Adjustments in respect of prior periods (5) (7)

Income tax expense recognised in the statement of profit or loss (169) (148)

Reconciliation of income tax expense

2021

RESTATED

2020

YEAR ENDED 30 JUNE$M$M

Net earnings before income tax 553 568

Tax at current rate of 28% (155) (159)

Adjustments to taxation

Non-assessable gains on sale 1 7

Other non-assessable items (2) 1

Tax effects of non-New Zealand profits (6) (9)

Taxes paid in foreign jurisdictions (6) (4)

Reintroduction of tax depreciation on buildings– 10

Adjustments in respect of prior periods (1) 6

Total income tax expense (169) (148)

Notes to the financial statements: Other information

100

Spark New Zealand Annual Report 2021

Notes to the financial statements

6
6.1 Income tax (continued)

Deferred tax assets and liabilities

Deferred tax assets and liabilities are offset in the statement of financial position and presented as a net deferred tax liability. The

movement in the deferred tax assets and liabilities is provided below:

FIXED ASSETSLEASES

PROVISIONS &

ACCRUALSOTHERTOTAL

ASSETS/(LIABILITIES)$M$M$M$M$M

Opening balance as at 1 July 2020 (127) 27 – 39 (61)

Amounts recognised in statement of profit or loss

Relating to the current period 20 (17) (1) 2 4

Adjustments in respect of prior periods (1) – (4) – (5)

Amounts recognised in equity relating to the current year – – – (22) (22)

Reclassifications 29 (29) – – –

Closing balance as at 30 June 2021 (79) (19) (5) 19 (84)

Opening balance as at 1 July 2019 – RESTATED (135) 26 (3) 24 (88)

Amounts recognised in statement of profit or loss

Relating to the current period4 1 4 2 11

Reintroduction of tax depreciation on buildings 10 – – – 10

Adjustments in respect of prior periods (6) – (1) – (7)

Amounts recognised in equity relating to the current year – – – 13 13

Closing balance as at 30 June 2020 (127) 27 – 39 (61)

Spark has not recognised the tax effect of accumulated unrestricted losses and temporary differences amounting to AUD$461 million at 30

June 2021 based on the relevant corporation tax rate of Australia (30 June 2020: AUD$461 million). These losses and temporary

differences may be available to be carried forward to offset against future taxable income. However, utilisation is contingent on the

production of taxable profits over a significant period of time and is subject to compliance with the relevant taxation authority

requirements.

Spark has a negative $18 million imputation credit account balance as at 30 June 2021 due to the timing of dividend and tax payments

(30 June 2020: nil). The imputation credit account had a positive balance as at 31 March 2021 and 31 March 2020.

6.2 Employee share schemes

Spark operates share-based compensation plans that are equity settled as outlined below.

Restricted share schemes (RSS)

A restricted share scheme was initially introduced for selected employees in September 2001. For new allocations after August 2015 these

were replaced by two new restricted share schemes:

• Spark New Zealand Long-Term Incentive Scheme; and

• Spark New Zealand Managing Director Long-Term Incentive Scheme.

The Spark New Zealand Long-Term Incentive Scheme is for the Leadership Squad and senior leaders and delivers one scheme with the

same set of rules under one long-term incentive, with a performance hurdle in place. The Spark New Zealand Managing Director Long-

Term Incentive Scheme related to the previous Managing Director, Simon Moutter.

Under these restricted share schemes ordinary shares in the Company are issued to Spark Trustee Limited. Participants purchase shares

from Spark Trustee Limited with funds lent to them by the Company and which are held on their behalf by Spark Trustee Limited. If the

individual is still employed by Spark at the end of the vesting period (generally three years) and applicable performance hurdles are met,

the employee is provided a cash bonus, which must be used to repay the loan and the shares are then transferred to the individual. The

target for this hurdle is the Company’s cost of equity plus 1% compounding annually. The last year when RSS shares were granted was

FY19 therefore FY22 will be the last year where RSS shares vest.

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Other information
6.2 Employee share schemes (continued)

Share option scheme

From September 2019 members of the Leadership Squad (including the CEO) and selected senior leaders have been granted options

under the new Spark Long-Term Incentive (LTI) scheme. Under the scheme participants are granted options at the start of the three-year

vesting period. The number of options granted equals the gross LTI value divided by the volume weighted average price of Spark New

Zealand shares for the 20 days prior to the grant date. Subject to satisfaction of the performance hurdle and continued employment, at

vesting each option converts to a Spark share based on a zero exercise price. If the target is not met (or the participant leaves Spark

employment) then the options simply lapse, with exceptions for redundancy, death and disablement. Spark enables participants to meet

tax obligations through PAYE by authorising the sale of a sufficient number of shares on their behalf.

Vesting of the LTI grants are contingent on: participants’ continued employment with Spark for three years from grant date (subject to

exceptions); and the Company achieving a Total Shareholder Return (TSR) performance hurdle. TSR is a measure of share price

appreciation and dividends paid over the three-year period of the grant. The target for this hurdle is set annually and for grants issued in

2019 and 2020 this was the Company’s cost of equity plus 1% compounding annually. Options with an intrinsic value of $9 million (30 June

2020: $5 million) remain outstanding at 30 June 2021 and have a weighted average remaining life of 1.7 years (30 June 2020: 2.2 years).

Information regarding shares and options awarded under these schemes is as follows:

20212020

OPTIONSRSSOPTIONSRSS

NUMBER OF

OPTIONS

NUMBER OF

SHARES

NUMBER OF

OPTIONS

NUMBER OF

SHARES

Opening balance as at 1 July 998,125 1,086,461 – 1,755,862

Granted 939,898 – 1,088,715 –

Vested – (512,447) – (541,860)

Lapsed (92,479) (7,973) (90,590) (127,541)

Closing balance as at 30 June 1,845,544 566,041 998,125 1,086,461

Percentage of total ordinary shares0.10%0.03%0.05%0.06%

The fair value of the employee services received in exchange for the grant of equity instruments is recognised as an expense, with a

corresponding entry in equity. The total charge recognised for these schemes for the year ended 30 June 2021 was $1.8 million (30 June

2020: $1.8 million) and the expense relating to the restricted shares schemes was $1.2 million (30 June 2020: $1.4 million). As at 30 June

2021, $1.6 million of share scheme awards remain unvested and not expensed (30 June 2020: $2.1 million). This expense, measured at its

fair value based on a valuation model, will be recognised over the remaining vesting period of the awards.

6.3 Related party transactions

Related parties of Spark include the associates and joint venture companies listed in note 3.3 and key management personnel

detailed below.

Interest of directors in certain transactions

A number of the Company’s directors are also directors of other companies and any transactions undertaken with these entities have been

entered into on an arm’s length commercial basis.

Transactions with associate and joint venture companies

Spark’s transactions with associates and joint ventures include the following:

• Spark provides network operations and management services to Southern Cross in respect of its operations in New Zealand;

• Spark makes payments to Southern Cross in connection with capacity it has purchased on Southern Cross’ network;

• Spark made payments to Southern Cross for operational expenditure relating to cable maintenance;

• Spark made payments to Connect 8 Limited for fibre and telecommunications construction services;

• Spark sold mobile network equipment to Connect 8 Limited;

• Spark made payments to Rural Connectivity Group for network services; and

• Spark received revenue from Connect 8 Limited and Rural Connectivity Group for the sale of mobile network equipment and mobile

backhaul equipment.

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Spark New Zealand Annual Report 2021

Notes to the financial statements

6
6.3 Related party transactions (continued)

Balances and amounts in respect of these transactions with associate and joint venture companies are set out in the table below:

20212020

AS AT AND FOR THE YEAR ENDED 30 JUNE$M$M

Operating revenues 12 11

Operating expenses 14 9

Capacity acquired and other capital expenditure

1

23 59

Receivables 18 15

Payables (1) (2)

1 As at 30 June 2021 Spark has committed to purchases of $50 million for cable capacity from Southern Cross (30 June 2020: $62 million).

Key management personnel compensation

20212020

YEAR ENDED 30 JUNE$’000$’000

Directors’ remuneration

1

1,292 1,349

Salary and other short-term benefits

2

7,577 7,686

Long-term incentives and share-based compensation

3

831 901

9,700 9,936

1 Excludes Chief Executive remmuneration.

2 Includes short-term benefits paid on termination.

3 Includes $831,000 share-based compensation (30 June 2020: $776,000 share-based compensation and $125,000 other long-term incentives).

The table above includes remuneration of the Chief Executive and the other members of the Leadership Squad, including amounts paid to

members of the Leadership Squad who left during the year ended 30 June or were in acting Leadership Squad positions. Like other Spark

employees members of the Leadership Squad also receive product and service concessions. In addition, where members of the

Leadership Squad are KiwiSaver members, they receive contributions towards their KiwiSaver schemes.

6.4 Subsidiaries

Subsidiaries are all entities over which Spark has control. The significant subsidiary companies of Spark and their activities are as follows:

NAMECOUNTRYOWNERSHIPPRINCIPAL ACTIVITY

Computer Concepts LimitedNew Zealand100%IT infrastructure and business cloud services

Digital Island LimitedNew Zealand100%Business telecommunications provider

Gen-i Australia Pty Limited Australia100%Provides outsourced telecommunications services

Mattr LimitedNew Zealand 94%Software company focused on decentralised identity and verifiable data

Qrious LimitedNew Zealand100%Big data analytics business

Revera LimitedNew Zealand100%IT infrastructure and data centre provider

Spark Finance LimitedNew Zealand100%A Group finance company

Spark New Zealand Trading LimitedNew Zealand100%Provides local, national and international telephone and data services

Spark Retail Holdings LimitedNew Zealand100%Retailer of telecommunications products and services

TCNZ (Bermuda) LimitedNew Zealand100%A holding company

Teleco Insurance LimitedBermuda100%A Group insurance company

Telecom New Zealand USA LimitedUnited States100%Provides international wholesale telecommunications services

Telecom Southern Cross LimitedNew Zealand100%A holding company

Telegistics LimitedNew Zealand100%Mobile phone repair and equipment distribution

The financial year end of all significant subsidiaries is 30 June.

103

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Spark New Zealand Annual Report 2021

Notes to the financial statements: Other information
6.5 Reconciliation of net earnings to net cash flows from operating activities

2021

RESTATED

2020

YEAR ENDED 30 JUNE$M$M

Net earnings for the year 384 420

Adjustments to reconcile net earnings to net cash flows from operating activities

Depreciation and amortisation 523 488

Bad and doubtful accounts (4) 21

Deferred income tax2 (13)

Share of associates’ and joint ventures’ net losses 1 (1)

Impairments 2 2

Other gains (28) (35)

Other (5) 18

Changes in assets and liabilities net of effects of non-cash and investing and financing activities

Movement in receivables and related items (1) 26

Movement in inventories 31 (10)

Movement in current taxation (20) 21

Movement in payables and related items (27) (34)

Net cash flows from operating activities 858 903

6.6 Commitments and contingencies

Capital and other commitments

As at 30 June 2021 capital expenditure contracted for, but not yet incurred, was $173 million (30 June 2020: $246 million) with

$119 million due in the year ending 30 June 2022. Commitments principally relate to telecommunications network equipment and cable

capacity.

As at 30 June 2021 Spark had other supplier commitments of $633 million (30 June 2020: $760 million), with $469 million due in the year

ending 30 June 2022. Commitments include mobile handsets, modems, licences and content rights.

Contingencies

No ongoing claims, investigations and inquiries are expected to have a significant effect on Spark’s financial position or profitability.

104

Spark New Zealand Annual Report 2021

Notes to the financial statements

Independent auditor’s report
To the Shareholders of Spark New Zealand Limited

OpinionWe have audited the consolidated financial statements of Spark New Zealand Limited and its subsidiaries (the

‘Group’), which comprise the consolidated statement of financial position as at 30 June 2021, and the

consolidated statement of profit and loss and other comprehensive income, statement of changes in equity

and statement of cash flows for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 62 to 104, present fairly, in all

material respects, the consolidated financial position of the Group as at 30 June 2021, and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International

Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further

described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our

report.

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 Company 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), and we have fulfilled our other ethical responsibilities in accordance with these

requirements.

Our firm carries out other assignments for Spark New Zealand Limited in relation to regulatory audit, other

assurance related services (such as trustee reporting), Holiday Act 2003 compliance, taxation compliance and

advisory services and non-assurance services provided to the Corporate Taxpayers Group. These services have

not impaired our independence as auditor of the Group. In addition to this, the Chief Executive has both a

sister and brother-in-law that are partners at Deloitte. These Deloitte partners are not involved in the provision

of any services to the Group and its subsidiaries and this matter has not impacted our independence. Also,

partners and employees of our firm deal with the Group on normal terms within the ordinary course of trading

activities of the business of the Group. The firm has no other relationship with, or interest in the Group.

Audit materialityWe consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the

Group that in our judgment would make it probable that the economic decisions of a reasonably

knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also

assess whether other matters that come to our attention during the audit would in our judgment change or

influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the

scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $26 million.

Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of

our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.


Independent Auditor’s Report

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Spark New Zealand Annual Report 2021

Key audit matterHow our audit addressed the key audit matter
Revenue recognition

The Group’s reported operating revenue of $3,565m (2020:

$3,588m) includes:

• Mobile $1,311m (2020: $1,288m)

• Broadband $670m (2020: $680m)

• Voice $308m (2020: $386m)

• Cloud, security and service management $443m

(2020: $420m)

• Procurement and partners $414m (2020: $407m)

• Managed data, networks and services $282m (2020: $277m)

• Other revenues $137m (2020: $130m)

Revenue recognition is considered to be a key audit matter.

For Mobile, Voice and Broadband revenue, and to a lesser

extent other revenue streams, there is an inherent risk around

the accuracy and timing of revenue recognition given the

complexity of systems and the large volume of data processed;

moreover, judgment is required for multiple element

arrangements. This risk is most pronounced for new or changing

product plans and prices.

Cloud, security and service management revenue requires

significant management judgments and estimates, particularly

for larger contracts, which are bespoke and cover several

accounting periods.

The judgments and estimates that significantly impact the

accuracy of revenue recognition for these contracts include:

• identifying the separate performance obligations;

• assessing whether the performance obligations are satisfied at

a point in time or over time; and

• determining the amount and appropriate method of

measuring the costs of fulfilling the performance obligations

or, where appropriate, the completeness and valuation of

provisions against contracts that are expected to be loss-

making.

Contract costs incurred to fulfil a contract arising from these

contracts require significant estimation in determining their

recoverability, and the appropriate period of amortisation.

Disclosures relating to revenue recognition and the revenue

stream breakdown can be found in Note 2.2. Operating

revenues and other gains. Refer also to Note 3.1 Contract costs

for further information on costs to fulfil a contract.

Our audit approach included both controls testing and substantive

procedures. For our procedures on the design and operating

effectiveness of controls over significant IT systems, we involved our

IT specialists.

Our audit procedures included:

Across Mobile, Voice and Broadband, and Cloud, security and

service management revenue streams:

• assessing the appropriateness of the revenue recognition policies

for the products and services offered by the Group, which included

but were not limited to:

– challenging the Group’s assessment for each performance

obligation about whether the customer can benefit from the

product or service on its own or together with readily available

resources;

– assessing the allocation of the transaction price to the

performance obligations by comparing the stand-alone selling

price assigned to observed market prices or estimated prices;

and

– examining the stages at which revenue for each performance

obligation is recognised.

• testing of manual journal entries recorded in the general ledger

relating to revenue recognition.

Mobile, Voice and Broadband:

• testing of the design and implementation, and the operating

effectiveness of automated controls over the capture of data at the

network switches and interfaces between relevant IT applications,

measurement and billing of revenue, and the recording of entries

in the general ledger. We also tested the access controls and change

management controls over the relevant billing systems;

• testing of the design and implementation, and the operating

effectiveness of manual controls over the initiation, authorisation,

recording and processing of revenue transactions. This included

evaluating process controls over authorising new price plans and

rate changes and the adjustments to the relevant billing systems;

and

• testing a sample of revenue transactions recorded during the year

relating to new or changing product plans.

Cloud, security and service management:

• testing of cloud, security and service management contracts for

appropriate revenue recognition and provisioning for contracts

that were expected to be loss-making. We considered the future

forecast profitability and the contractual terms to assess the

recoverability of the contract-specific assets and to determine if

any contracts required loss provisions; and

• testing a sample of revenue transactions recorded during the year

by agreeing to supporting evidence, which included cash receipts,

customer contracts, and invoices.

106

Spark New Zealand Annual Report 2021

Independent auditor’s report

Key audit matterHow our audit addressed the key audit matter
Carrying value of property, plant & equipment

and intangible assets

The Group has property, plant & equipment and intangible assets

of $1,951m (2020: $1,964m) with additions during the year of

$395m (2020: $376m).

There are a number of areas where judgments significantly impact

the carrying value of property, plant & equipment and intangible

assets and their respective depreciation and amortisation profiles.

These areas are as follows:

• the impact of planned or unexpected replacement technology

which will impact the way in which an asset is used or is

expected to be used;

• the decision to capitalise or expense costs;

• the useful economic life of the asset; and

• the timely transfer and commencement of depreciation of

assets transferred from work in progress.

Changes in these judgments may have a significant impact on the

results of the Group. Due to the significance of these judgments

and the materiality of these assets to the Consolidated Statement

of Financial Position, this is considered a key audit matter.

Refer to notes 3.6 and 3.7.

Our audit procedures included the following:

• testing of the design and implementation, and the operating

effectiveness of controls over the acquisition and disposal of

assets;

• assessing the appropriateness of capitalisation of costs incurred on

capital projects, by examining a sample of additions to identify if

the expenditure meets the definition of an asset in accordance

with the applicable accounting standards;

• assessing the appropriateness of the date from which assets

commenced being depreciated; and

• assessing the allocated useful economic lives, by comparing to

industry benchmarks and our knowledge of the business and its

operations.

We assessed the application of the Group’s annual asset life review.

This included assessing judgments made by the Group on:

• the appropriateness of asset lives applied in the calculation of

depreciation and amortisation;

• the nature and impact of changes on the business from Spark’s

strategy, including which specific assets are impacted; and

• the extent of the impact of these changes on the carrying value of

identified property, plant and equipment and software intangible

assets.

Other information The directors are responsible on behalf of the Group for the other information. The other information

comprises the information in the Annual Report that accompanies the consolidated financial statements and

the audit report.

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. If so, we are required to report that fact. We have nothing to report in this regard.

Other matterThe consolidated financial statements for the year ended 30 June 2020 were audited by another auditor who

expressed an unmodified opinion on those financial statements on 26 August 2020.

Directors’

responsibilities for the

consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

directors determine is necessary to enable the preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend to liquidate the

Group or to cease operations, or have no realistic alternative but to do so.

107

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Spark New Zealand Annual Report 2021

Auditor’s responsibilities
for the audit of the

consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on

the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on useThis report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that

we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s

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

responsibility to anyone other than the Company’s shareholders as a body, for our audit work, for this report,

or for the opinions we have formed.

Jason Stachurski, Partner for Deloitte Limited

Auckland, New Zealand

18 August 2021

108

Spark New Zealand Annual Report 2021

Independent auditor’s report

Corporate governance disclosures
Stock exchange listings

Spark’s ordinary shares are listed on the NZX and ASX. Spark is admitted to the Official List of ASX as a foreign exempt issuer. As an NZX listed

issuer and ASX foreign exempt issuer, Spark complies with NZX Listing Rules and applicable ASX Listing Rules.

Spark’s American Depositary Shares, each representing five ordinary Spark shares and evidenced by American Depositary Receipts (ADRs), are

traded over-the-counter in the United States. This is a Level 1 ADR programme that is sponsored by Bank of New York Mellon.

Spark Finance Limited, a wholly owned subsidiary of Spark New Zealand Limited, has debt securities listed on the NZX. Details of debt securities

issued by Spark Finance Limited can be found in Spark Finance Limited’s reports at: investors.sparknz.co.nz/Investor-Centre

Director remuneration

The total remuneration available to non-executive directors is fixed by shareholders. The current annual remuneration limit is $1,630,000

approved at the annual meeting held in November 2017.

The fees payable to non-executive directors during FY21 were:

BOARD/COMMITTEECHAIR

1

MEMBER

2

Board of Directors$368,700$145,200

Audit and Risk Management Committee (ARMC)$39,100$19,000

Human Resources and Compensation Committee (HRCC)$33,500$16,800

Nominations and Corporate Governance Committee (NOMs)––

1. Committee chair and member fees were not payable to the Chair of the Board. Committee member fees were not payable to committee Chairs.

2. Member fees were payable for each committee.

From 1 July 2021 the non-executive directors’ fees increased by 1.5% (rounded to the nearest $100), to be paid out of the current shareholder-

approved annual remuneration limit of $1,630,000.

This increase approximates the average annual CPI increase seen over the last four quarters and is expected to broadly maintain the market

positioning outlined in the independent Ernst & Young benchmarking report that was distributed alongside the 2017 Notice of Annual Meeting.

Committee membership as at 30 June 2021 was as follows:

HUMAN RESOURCES AND

COMPENSATION COMMITTEE

AUDIT AND RISK

MANAGEMENT COMMITTEE

NOMINATIONS AND

CORPORATE GOVERNANCE COMMITTEE

Alison Barrass (Chair)

Pip Greenwood

Justine Smyth

Charles Sitch (Chair)

Paul Berriman

Warwick Bray

Pip Greenwood

Justine Smyth (ex officio)

Justine Smyth (Chair)

Alison Barrass

Paul Berriman

Warwick Bray

Pip Greenwood

Jolie Hodson

Charles Sitch

109

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Spark New Zealand Annual Report 2021

The total remuneration received by non-executive directors of Spark during FY21 was as follows:
1

NAME OF DIRECTORBOARD FEES

AUDIT & RISK

MANAGEMENT

COMMITTEE FEES

NOMINATIONS &

CORPORATE

GOVERNANCE

COMMITTEE FEES

HUMAN

RESOURCES AND

COMPENSATION

COMMITTEE FEES

TOTAL

REMUNERATION

2

Justine Smyth$368,700–––$368,700

Alison Barrass$145,200––$33,500$178,700

Paul Berriman$145,200$19,000––$164,200

Warwick Bray$145,200$19,000$164,200

Pip Greenwood$145,200$19,000–$10,956

3

$175,156

Ido Leffler

4

$50,899––$5,889$56,788

Charles Sitch$145,200$39,100––$184,300

Total$1,145,599$96,100$50,345$1,292,044

1. The figures shown are gross amounts and exclude GST (where applicable) and are rounded to the nearest dollar.

2. This table excludes contributions towards medical and life insurance of a total of $9,898. Spark meets costs incurred by directors that are incidental to the performance of their duties.

This includes providing New Zealand-based directors with mobile phones and $120 per month home phone account credits and overseas-based directors with $400 per month

phone allowances. Spark also meets the costs of directors’ Spark-related travel. As these costs are incurred by Spark to enable directors to perform their duties, no value is attributable

to them as benefits to directors for the purposes of the above table.

3. Ms Greenwood was appointed as a member of the HRCC from 6 November 2020.

4. Mr Leffler resigned as a director from 6 November 2020.

The following former Managing Director long-term incentives vested in FY21:

GRANT YEARSECURITIES

PERFORMANCE

PERIOD

PERFORMANCE

MEASURE

VESTING

OUTCOME

SHARES

TRANSFERRED

VALUE

TRANSFERRED

1

FY18Restricted Shares September 2017

– September 2020

Absolute TSR,

hurdle – Spark’s

annual cost of

equity +1%

compounding

100% – 3 year TSR

result was 53.21%

compared with a

36.33% target

172,481NZ$798,587

TotalNZ$798,587

1. Represents the NZX listed price of Spark shares on the exercise/transfer date multiplied by the number of shares transferred.

Additionally, Mr Moutter’s FY19 Equity Incentive (essentially a deferred STI) vested on 21 September 2020, as the service condition was

satisfied. Accordingly, 99,058 redeemable ordinary shares converted to ordinary shares.

CEO remuneration

The total remuneration earned or paid in FY21, and anticipated target remuneration expected to be earned or paid in FY22, by and to the CEO,

Jolie Hodson is as follows:

PERIODBASE SALARY

1

SHORT-TERM INCENTIVE

2

LONG-TERM INCENTIVE

3

FY21 actual remunerationNZ$1,200,000NZ$894,450NZ$900,000 in the form of share options

FY22 anticipated target remunerationNZ$1,230,000NZ$922,500NZ$922,500 in the form of share options

1. Base salary excludes employer contributions towards KiwiSaver and is not at risk.

2. FY21 actual short-term incentive was earned in FY21 and will be paid in FY22. The amount that will be paid for the FY21 actual short-term incentive will be reduced by $78,750 when it

is paid in FY22 as a result of clawback for the FY20 short term incentive (see page 58). The gross amount earned in FY20 and paid in FY21 was $747,000. FY22 anticipated short-term

incentive will be earned in FY22 and paid in FY23.

3. FY21 long-term incentive was granted in FY21 and, subject to performance hurdles, will vest in September 2023.

110

Spark New Zealand Annual Report 2021

Corporate governance disclosures

The following CEO long-term incentives vested in FY21:
GRANT YEARSECURITIES

PERFORMANCE

PERIOD

PERFORMANCE

MEASURE

VESTING

OUTCOME

SHARES

TRANSFERRED

VALUE

TRANSFERRED

1

FY18Restricted SharesSeptember 2017

– September 2020

Absolute TSR,

hurdle – Spark’s

annual cost of

equity + 1%

compounding

100% – 3 year TSR

result was 53.21%

compared with a

36.33% target

44,845NZ$207,632

TotalNZ$207,632

1. Represents the NZX listed price of Spark shares on the exercise/transfer date multiplied by the number of shares transferred.

The CEO is expected to acquire and hold shares that are at least equivalent in value to 25% of the CEO’s base salary but ideally would increase

this shareholding to 100% of base salary subject to the vesting of shares under any long-term incentive schemes. To fulfil this expectation shares

are to be acquired within a four-year period from 1 July 2019. As at 30 June 2021 the CEO holds 142,214 ordinary shares which fulfils this

expectation to hold shares that are at least equivalent in value to 25% of the CEO’s base salary, which based on the share price as at 30 June

2021 equates to approximately 57% of the CEO’s base salary as at 30 June 2021.

Other directors’ fees

Mr Richard Quince received a directors fee of NZ$10,000 (excluding GST) for acting as a director of Teleco Insurance (NZ) Limited. Ocorian

Services (Bermuda) Limited received directors fees of US$2,900 in relation to Ms Carol Feathers acting as a director of Teleco Insurance Limited.

Board and committee meeting attendance for FY21

The Board held nine formal meetings during FY21. The table below shows director attendance at these Board meetings and committee

member attendance at committee meetings. Sub-committees of the Board also met regularly throughout the year to consider matters of

special importance.

BOARDARMCHRCCNOMS

Total number of meetings held9875

Alison Barrass

1

9475

Paul Berriman98–5

Warwick Bray98–5

Pip Greenwood

2

9835

Jolie Hodson

3

9875

Ido Leffler

4

3–41

Charles Sitch98–5

Justine Smyth

5

9875

1. Ms Barrass attended a number of ARMC meetings but is not a member of the committee.

2. Ms Greenwood was appointed a member of the HRCC on 6 November 2020.

3. Ms Hodson attended ARMC and HRCC meetings as Executive Director.

4. Mr Leffler resigned as a director on 6 November 2020.

5. Ms Smyth attended ARMC meetings in an ex officio capacity.

111

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Spark New Zealand Annual Report 2021

Director independence
The Board has determined, based on information provided by directors regarding their interests, that at 30 June 2021 Ms Barrass, Mr Berriman,

Mr Bray, Ms Greenwood, Mr Sitch and Ms Smyth were independent. The Board determined that Ms Hodson was not independent due to her

position as CEO.

The criteria for determining director independence and conflict of interest may be found in the Board Charter at: www.sparknz.co.nz/about/

governance

Director interests

Directors made the following entries in the interests register for FY21:

• Directors disclosed, pursuant to section 140 of the Companies Act 1993, interests in the following entities during FY21:

DIRECTORENTITYRELATIONSHIP

Alison BarrassLewis Road Creamery Limited

Babich Wines Limited

Zespri Group Limited

Heilala Vanilla Limited

Rockit Orchards Limited

Ceased to be a director

Chair

Director

Will cease to be a director

1

Director

Paul BerrimanHKT Trust

NGMN e.v

IX Acquistion Corp

Ceased to be Group Chief Technology Officer

Ceased to be a board member

Advisor

Pip GreenwoodWestpac New Zealand LimitedAppointed Chair

2

Ido Leffler

3

Beach House Group

Lux Group Limited

Southern Cross Austereo

Ceased to be a director

Director

Board member

Charles SitchTrinity College Melbourne UniversityCeased to be Chair

1. Will cease to be a director effective 30 September 2021.

2. Appointment effective 1 October 2021.

3. Mr Leffler resigned as a director on 6 November 2020.

• Directors disclosed, pursuant to section 148 of the Companies Act 1993, the following acquisitions and disposals of relevant interests in

Spark shares during FY21:

NAMEDATE NATURE OF TRANSACTIONCONSIDERATION NUMBER OF SHARES

Paul Berriman17 September 2020Purchase of ordinary sharesAUD$100,46823,000

Warwick Bray30 March 2021Purchase of ordinary sharesAUD$130,99731,230

Jolie Hodson21 September 2020Issue of optionsServices to Spark187,430

24 September 2020

Unrestricting of restricted

ordinary sharesServices to Spark44,845

Justine Smyth1 October 2020Purchase of ordinary shares$116,84125,000

26 March 2021Purchase of ordinary shares$133,27330,000

• Directors disclosed, for the purposes of section 162 of the Companies Act 1993, that insurance was renewed for Spark’s directors and

senior managers for the 12-month period from 1 June 2021 and deeds of indemnity provided to all directors and specified senior

managers of Spark.

112

Spark New Zealand Annual Report 2021

Corporate governance disclosures

Employee benefits
The following table sets out benefits provided to employees during FY21 by employee group

1

:

FULL-TIME PERMANENT

EMPLOYEES

PART-TIME PERMANENT

EMPLOYEES

FIXED-TERM / CASUAL

EMPLOYEES

Parental LeaveYe sYe sYe s

2

Insurance cover:

• Medical

• Life & Terminal Illness

• Income Protection

• Trauma

Ye sYe s

3

No

Spark Account Credit

4

Ye sYe sNo

Ability to participate in Spark

Share

5

Ye sYe sNo

Volunteer Day

6

Ye sYe sNo

Spark Give

7

Ye sYe sNo

8

Eligibility to join Marram

9

Ye sYe sNo

Eligible for Purchased Leave

10

Ye sYe sNo

1. Excludes benefits offered to some subsidiaries, which differ from Spark’s overall benefits suite.

2. Eligibility for Parental Leave is in accordance with Government legislation.

3. Employees must work at least 15 hours a week to be eligible.

4. Employees with Spark accounts will receive monthly credits of $120, which can be used towards Spark products or services.

5. Spark’s employee share purchase scheme.

6. The opportunity for Spark employees to take a day of paid volunteer leave.

7. If an employee donates to a charity or to a school directly from their pay then Spark will match the amount dollar-for-dollar, up to a $500 annual matching cap.

8. Only casual employees are ineligible.

9. Marram Trust offers access to accommodation across New Zealand for discounted rates, as well as providing a basic level of healthcare cover.

10. The ability to purchase additional annual leave via a deduction of base salary.

113

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Spark New Zealand Annual Report 2021

Employee remuneration
The table below shows the number of employees and former employees, not being directors of Spark, who, in their capacity as employees,

received remuneration and other benefits during FY21 totalling NZ$100,000 or more

1

.

RANGECURRENTFORMERTOTALRANGECURRENTFORMERTOTAL

$100,000 - $110,00031737354$320,001 - $330,000415

$110,001 - $120,00032742369$330,001 - $340,000101

$120,001 - $130,00027929308$340,001 - $350,000202

$130,001 - $140,00021324237$350,001 - $360,000415

$140,001 - $150,00020412216$360,001 - $370,000101

$150,001 - $160,00011016126$370,001 - $380,000415

$160,001 - $170,0009316109$390,001 - $400,000101

$170,001 - $180,00072678$400,001 - $410,000213

$180,001 - $190,00047451$410,001 - $420,000314

$190,001 - $200,00035742$450,001 - $460,000202

$200,001 - $210,00027330$460,001 - $470,000101

$210,001 - $220,00022325$470,001 - $480,000101

$220,001 - $230,00022325$540,001 - $550,000101

$230,001 - $240,00013417$560,001 - $570,000213

$240,001 - $250,00019221$610,001 - $620,000101

$250,001 - $260,0007310$700,001 - $710,000101

$260,001 - $270,000819$710,001 - $720,000011

$270,001 - $280,0008210$770,001 - $780,000101

$280,001 - $290,000314$820,001 - $830,000101

$290,001 - $300,000606$900,001 - $910,000101

$300,001 - $310,000404$1,020,001 - $1,030,000101

$310,001 - $320,000224

Total1,873 224 2,097

1. The table includes base salaries, short-term incentives and vested long-term incentives. The table does not include: amounts paid after 30 June 2021 relating to FY21; long-term

incentives that have been granted and have yet to vest (based on grant values, the total value of which was NZ$9.5 million as at 30 June 2021); product and service concessions

received by employees; contributions paid towards health and other insurances; contributions paid to the Government Superannuation Fund (a legacy benefit provided to a small

number of employees); and, if the individual is a KiwiSaver member, contributions of 3% of gross earnings towards that individual’s KiwiSaver scheme.

114

Spark New Zealand Annual Report 2021

Corporate governance disclosures

Shareholdings
As at 30 June 2021 there were 1,867,125,093 Spark ordinary shares on issue, each conferring to the registered holder the right to one vote on a

poll at a meeting of shareholders on any resolution, held as follows:

SIZE OF HOLDINGNUMBER OF HOLDERS

1

%NUMBER OF SHARES%

1-1,00013,78430.317,055,7630.38

1,001-5,00019,28542.4150,335,6122.70

5,001-10,0006,39814.0747,323,0252.53

10,001-100,0005,75112.65133,521,4267.15

100,001 and over2540.561,628,889,26787.24

Total45,472 100.001,867,125,093100.00

1. Includes 566,041 shares on issue held by Spark Trustee Limited on behalf of 45 holders for the Spark Long-Term Incentive Plan (as further described in note 6.2 of the financial

statements). There are 1,392,385 shares on issue held by Spark Trustee Limited on behalf of 1,266 holders for Spark Share.

As at 30 June 2021 there was an additional class of 111,003 redeemable ordinary shares on issue all held by Mr Simon Moutter (the former

Managing Director). Redeemable ordinary shares have the same voting rights as ordinary shares (but are subject to restrictions regarding

disposal).

The 20 largest registered holders of Spark shares at 30 June 2021 were:

NAME

1

NUMBER OF SHARES%

1.HSBC Nominees (New Zealand) Limited

2

338,776,85418.14

2.HSBC Nominees (New Zealand) Limited

2

192,611,77510.32

3.JP Morgan Chase Bank166,357,0918.91

4.Citibank Nominees (NZ) Limited151,798,6298.13

5.HSBC Custody Nominees (Australia) Limited62,635,7773.35

6.National Nominees New Zealand Limited54,760,7852.93

7.New Zealand Superannuation Fund Nominees Limited49,641,1912.66

8.BNP Paribas Nominees NZ Limited

3

46,980,0652.52

9.Accident Compensation Corporation46,242,3942.48

10.FNZ Custodians Limited34,302,9841.84

11.BNP Paribas Nominees NZ Limited

3

33,037,9251.77

12.Forsyth Barr Custodians Limited32,572,2231.74

13.Cogent Nominees Limited32,108,2601.72

14.Tea Custodians Limited26,207,8841.40

15.Premier Nominees Limited25,270,5221.35

16.Citicorp Nominees Pty Limited24,875,6051.33

17.JB Were (NZ) Nominees Limited24,057,5411.29

18.JP Morgan Nominees Australia Pty Limited23,834,0871.28

19.New Zealand Depository Nominee21,336,0401.14

20.New Zealand Permanent Trustees Limited19,130,5501.02

1. The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been reallocated to the applicable members.

2. Has a different holder identification number to the other HSBC Nominees (New Zealand) Limited entry.

3. Has a different holder identification number to the other BNP Paribas Nominees NZ Limited entry.

115

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Spark New Zealand Annual Report 2021

According to substantial holder notices as at 30 June 2021 the substantial holders in Spark were as follows:
NAMENUMBER OF ORDINARY SHARES% OF ORDINARY SHARES ON ISSUE

1

Blackrock Investment Management (Australia) Limited137,946,7717.39

The Vanguard Group, Inc95,668,0545.12

1. Based on issued share capital of 1,867,125,093 as at 30 June 2021.

As at 30 June 2021 directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013) in Spark

shares as follows:

NAME

RELEVANT INTEREST IN SPARK SHARES AT 30 JUNE 2021

NUMBER%

1

Alison Barrass37,7160.002

Paul Berriman43,0000.002

Warwick Bray31,2300.002

Pip Greenwood33,325

2

0.002

Jolie Hodson580,255

3

0.031

Charles Sitch32,729

4

0.002

Justine Smyth430,201

5

0.023

1. Each percentage stated has been rounded to the nearest 1/1000th of a percent.

2. Relevant interest in beneficial ownership of 33,325 ordinary shares held by Custodial Services Limited as custodian for Rakino Trust.

3. Includes 142,214 ordinary shares, 390,747 options and 47,294 restricted shares.

4. Relevant interest in beneficial ownership of 32,729 ordinary shares held by Sitch Superannuation Pty Limited.

5. Relevant interest in beneficial ownership of 375,201 ordinary shares held by Miksha Trust and beneficial ownership of 55,000 ordinary shares held by PJ Trust.

All non-executive directors are expected to hold Spark shares. Subject to personal circumstances (that should be discussed with the Chair or, in

the case of personal circumstances of the Chair, with the Chair of the ARMC, as appropriate), there is an expectation that each non-executive

director will purchase and hold an amount of shares that are at least equivalent in value to the non-executive director base member fee as at

the date of their appointment or, in the case of directors appointed before 1 July 2017, as at 1 July 2017. Shares are to be purchased within a

three-year period from the date of appointment or, in the case of directors appointed before 1 July 2017, within a three-year period from that

date. To assess whether this expectation has been met, the aggregate purchase price for all shares acquired, less the aggregate sale price for all

shares disposed (if any), is used to calculate value.

116

Spark New Zealand Annual Report 2021

Corporate governance disclosures

Subsidiary company directors
The following people held office as directors of subsidiary companies at 30 June 2021. Alternate directors are indicated with an (A).

SUBSIDIARY COMPANYPRINCIPAL ACTIVITYCURRENT DIRECTORSDIRECTORS WHO

RETIRED DURING

THE YEAR

Computer Concepts LimitedIT infrastructure and Cloud services M Anastasiou, G McBeath, S Knight

Digilife New Zealand LimitedHolding companyM Stribling, M Sheppard

Digital Island LimitedBusiness telecommunications providerS Knight, G McBeath

Gen-i Australia Pty LimitedProvides outsourced

telecommunications services

F Evett, I Hopkins

Gen-i LimitedHolding company S Knight, G McBeath

Mattr LimitedSoftware company focused on

decentralised identity and verifiable data

C Barber, J Hodson, F Evett

Qrious LimitedBig-data analytics businessN Morris, S Knight

Qrious Consulting LimitedData consulting companyN Morris, S Knight

Revera LimitedIT infrastructure and data centre

provider

M Anastasiou, G McBeath, S Knight

Spark Finance LimitedGroup finance companyM Anastasiou, M Sheppard, S Knight,

A White

Spark New Zealand Cables LimitedInvestment companyM Sheppard, C Fraser

Spark New Zealand Trading LimitedProvides local, national and

international telephone and data

services

M Anastasiou, S Knight, M Beder

Spark Retail Holdings LimitedRetailer of telecommunications

products and services

M Anastasiou, S Knight

Spark Trustee LimitedTrustee companyM Anastasiou, S Knight

TCNZ Australia Investments Pty

Limited

Australian operationsF Evett, I Hopkins

TCNZ (Bermuda) LimitedHolding companyD Havercroft, J Wesley-Smith

TCNZ Financial Services LimitedInvestment companyM Anastasiou, F Evett

TCNZ (United Kingdom) Securities

Limited

Holding/investment companyF Evett, M Palmer, J Reader

Teleco Insurance LimitedGroup insurance companyC Phipps, C Feathers, A White,

M Anastasiou (A), F Evett (A)

M Beder,

A Dyer-Fagundo

Teleco Insurance (NZ) LimitedMobile phone insuranceA White, R Quince

Telecom Capacity LimitedHolding companyS Knight, J Wong

Telecom Enterprises LimitedInvestment companyM Anastasiou, S Knight

Telecom New Zealand (UK)

Enterprises Limited

Holding/investment companyF Evett, M Sheppard

Telecom New Zealand USA LimitedProvides international wholesale

telecommunications services

D Reeve, J Wong

Telecom Pacific LimitedHolding companyM Anastasiou, M Sheppard

Telecom Southern Cross LimitedHolding companyM Anastasiou, S Knight

Telecom Wellington Investments

Limited

Investment companyM Anastasiou, F Evett

Telegistics LimitedMobile phone repair and equipment

distribution

R Singh, J Bahlman, R Patel, G Clark D Reeve, C Fletcher,

R Adams

117

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Spark’s managing risk framework roles and responsibilities
ACTIVITY PERFORMED

BOARD

& ARMC

LEADER-

SHIP

SQUAD RISK

LEGAL

(DIGITAL

TRUST)

ORG

UNIT

LEADS

CENTRE OF

EXCELLENCE

LEADS

POLICY

OWNERS

ALL

SPARK

PEOPLE

Approves the Managing Risk Policy


Monitors the managing risk framework


Reviews principal risk updates


Performs other items from its charter


Prepares strategy and annual plan


Runs QBR process and determines priorities


Coaches and guides Leads


Assigned as owners of identified principal risks


Designs and continuously improves the managing

risk framework


Helps the business apply the framework


Prepares principal risk updates for the LS and ARMC


Helps Leads to capture their risks for the QBR

content


Executes Internal Audit plan (objective assurance)


Designs and continuously improves the

empowerment framework


Creates empowerment & and functional

guidance kits


Oversees essential policies and webpage


Creates and delivers training modules


Use the Empowerment and Managing

Risk Frameworks


Understand and adhere with the essential policies


Maintain view of risks for OKRs and fill in QBR Memo


Provide input into principal risk process


Escalate risks to LS or Risk Team (if required)


Review risk sections in QBR packs across Spark


Maintain view of risks for their OKRs and fill in QBR


Support Leads to manage identified risks


Provide input into principal risks


Maintain policy and guidance material


Complete assessments of effectiveness


Participate in policy owner working groups


Follow this framework and the essential policies


Make informed decisions after assessing the benefits

and risks


118

Spark New Zealand Annual Report 2021

Corporate governance disclosures

Stakeholder engagement
Spark engages with a broad range of stakeholders as detailed in the table below. We have also engaged a small number of stakeholders

specifically for the purposes of developing and improving our non-financial reporting and as part of our reporting materiality process. In

selecting the stakeholders we engaged with, we are guided by the definition set out in GRI 101: “entities or individuals that can reasonably be

expected to be significantly affected by the organisation’s activities, products or services; or whose actions can reasonably be expected to affect

the ability of the organisation to implement its strategies or achieve its objectives.”

STAKEHOLDER GROUPHOW WE ENGAGE

Spark employees• Regular engagement through eNPS (employee net promotor score) methodology and newly launched

Joyous real-time employee feedback tool.

• Comprehensive programme of internal communication and engagement from Leadership Squad (through

roadshows and online channels).

• Engagement with cross-section of employees in the preparation of this report.

ShareholdersRegular engagement with investors including:

• Semi-annual earnings announcements, together with semi-annual post result investor briefings;

• Semi-annual shareholder newsletters;

• Annual meeting that allows shareholders a chance to meet and ask questions directly of the Spark Board and

management;

• Regular investor road shows; and

• Periodic investor strategy briefings.

Suppliers• Ongoing conversations with our suppliers – both informal and formal.

Customers• Regular feedback from customers on their experiences with us and their views of Spark as a business through

our Net Promotor Score methodology and through our Voice of the Customer programme.

Government• Engagement with central Government on issues related to the telecommunications industry, competition,

infrastructure investment, environmental sustainability and digital equity.

• Engagement with local government to manage the process and impacts of infrastructure investment.

Media• Responding to media enquiries and through a proactive programme of engagement with key members of

New Zealand’s media.

Local communities• Spark engages with local communities affected by our activities, in particular where we are building new

network infrastructure.

Community partners• Spark Foundation works in partnership with, and engages, our community partners on an ongoing basis

through its work on Jump and other initiatives..

Industry organisations• Engagement with a number of industry organisations, representing the telecommunications and technology

sector, community groups, and the New Zealand business community.

• Spark is a founding member of the Climate Leaders Coalition (CLC). The CLC is a group of CEOs who have collectively committed to

voluntary action on climate change, measuring and publicly reporting on their emissions, and setting an absolute target for reducing

emissions in line with the Paris Agreement. See page 39.

• Spark has committed to a government-accredited voluntary Product Stewardship scheme for mobile phones, which is actioned by the

Re:Mobile initiative. See page 41.

External initiatives Spark subscribes to or endorses

Spark was an active member of the following associations in FY21:

International Telecommunication Union (Radiocommunication Sector membership)

GSM Association (GSMA)

New Zealand Internet Task Force

Telecommunications Forum (TCF)

NZ Tech (Including Internet of Things Alliance and AI Industry Forum)

Business NZ

Sustainable Business Council

Aotearoa Circle

Global Women

Champions for Change

119

Whakaahu whakamua

Spark New Zealand Annual Report 2021

Global Reporting Initiative (GRI) content index
To prioritise Spark’s reporting on sustainability topics we have followed GRI’s materiality principle (set out in GRI 101) to identify and prioritise

topics which substantively influence the assessments and decisions of stakeholders or have a significant environmental, social, or economic

impact.

Our assessment of material topics includes analysis of stakeholder feedback, review of industry peers and interviews with external stakeholders.

Internally we consult with a range of employees, including members of our strategy, finance, community, corporate relations, risk, legal and HR

teams, to determine Spark’s view of topics meeting the GRI materiality principle criteria.

In FY21 we have reviewed and updated our list of material impacts, taking into account new and emerging issues particularly related to the

recovery after Covid-19. This has prioritised our role to support economic recovery and highlighted the importance of investment in resilient

and adaptable infrastructure. We have also followed the materiality principles of the Integrated Reporting International <IR> Framework,

considering whether a matter could substantively affect Spark’s ability to create value in the short, medium or long term.

• Customer experience and support

• Data privacy and security

• Digital equity

• Equipping people for the future of work

• Operational excellence and financial performance

• Building partnerships for a strong Aotearoa

• Resilient, adaptable network infrastructure

• Supporting business customers through partnership

• Competition and regulation

• Diversity and Inclusion

• Ethical behaviour

• Ethical supply chain and procurement practices

• Adaptation to physical risk from climate change

• Disaster and crisis response

• Heath, Safety and Wellbeing

• Investment in innovation

• Leveraging services for community and

environmental outcomes

• Product stewardship

• Responsible and fair use of our products

and services

• Community investment

• Infrastructure impact

• Operational efficiency, emissions and waste

• Responsible employment practices

• Ta x

SIGNIFICANCE OF ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS

INFLUENCE ON STAKEHOLDER ASSESSMENTS AND DECISIONS

120

Spark New Zealand Annual Report 2021

Corporate governance disclosures

GRI content index
Our disclosure against each material topic includes our management approach, considering the requirements of GRI 103:

Management Approach.

Note: CGS refers to Spark’s Annual Corporate Governance Statement, which may be found here:

www.sparknz.co.nz/about/governance

IndicatorDisclosurePage number / reference

GRI 102: General disclosures 2016

102-1Name of the organisation5

102-2Activities, brands, products and services8

102-3Location of headquarters124

102-4Location of operations8

102-5Ownership and legal form66, 103, 109

102-6Markets served8

102-7Scale of the organisation8-9, 63

102-8Information on employees and other workers37 and FY21 Modern Slavery Statement

102-9Supply chain57

102-10Significant changes to the organisation and its supply chain67

102-11Precautionary principle or approach38

102-12External initiatives119

102-13Membership of associations119

102-14Statement from senior decision-maker10-13

102-16Values, principles, standards and norms of behaviour6, 27, 48, 52, CGS Principle 1

102-18Governance structure48–49, 52, CGS Principles 2, 3 and 4

102-40List of stakeholder groups119

102-41Collective bargaining agreements<1% of Spark employees in FY21

102-42Identifying and selecting stakeholders119

102-43Approach to stakeholder engagement119

102-44Key topics and concerns raised120

102-45Entities included in the consolidated financial statements66, 117

102-46Defining report content and topic boundaries119–120

102-47List of material topics120

102-48Restatements of information58 (iNPS)

102-49Changes in reportingN/A

102-50Reporting period5

102-51Date of most recent reportSpark’s FY20 Annual Report was

published on 26 August 2020

102-52Reporting cycleSpark reports annually. Our financial

year is 1 July – 30 June

102-53Contact point for questions relating to the report124

102-54Claims of reporting in accordance with GRI standards5

102-55GRI content index121–122

102-56External assurance105–108

GRI 200 Economic Standard Series

201-2Financial implications and other risks and opportunities due to climate

change

55–56

203-1Infrastructure investments and services supported28–31

206-1Legal actions for anti-competitive behaviour, anti-trust and monopoly

practices

27

207-1Approach to tax52–53

121

Whakaahu whakamua

Spark New Zealand Annual Report 2021

IndicatorDisclosurePage number / reference
GRI 300 Environmental Standard Series

305-1Direct (Scope 1) emissions40 and www.sparknz.co.nz/

sustainability/environment

305-2Energy indirect (Scope 2) emissions40 and www.sparknz.co.nz/

sustainability/environment

305-3Other indirect (Scope 3) emissions40 and www.sparknz.co.nz/

sustainability/environment

306-2Management of significant waste-related impacts41

306-3Waste generated41

308-1New suppliers that were screened using environmental criteria57

308-2Negative environmental impacts in the supply chain and actions taken57

GRI 400 Social Standard Series

401-1New employee hires and employee turnover37

401-2Benefits provided to full-time employees that are not provided to

temporary or part-time employees

113

401-3Parental leave36

403-1

(2018)

Occupational health and safety management system34

403-9

(2018)

Work-related injuries34 (TRIFR reporting)

404-2Programmes for upgrading employee skills and transition assistance

programmes

32–33

405-1Diversity of governance bodies and employees36–37, 49

405-2Ratio of basic salary and remuneration of women to men36

414-1New suppliers that were screened using social criteria57

414-2Negative social impacts in the supply chain and actions taken57

417-3Incidents of non-compliance concerning marketing communications27

418-1Substantiated complaints concerning breaches of customer privacy and

losses of customer data

26–27

GRI content index (continued)

122

Spark New Zealand Annual Report 2021

Corporate governance disclosures

Glossary
4Gfourth-generation mobile network as defined by the International Telecommunications Union.

5Gfifth-generation mobile network as defined by the International Telecommunications Union.

ADRan American Depositary Receipt.

ARMCthe Audit and Risk Management Committee.

ASXthe Australian Securities Exchange.

CCLComputer Concepts Limited.

CCNConverged Communications Network.

CompanySpark New Zealand Limited.

EBITDAIearnings before finance income and expense, income tax, depreciation, amortisation and net investment income.

eNPSemployee Net Promoter Score and is our measure of employee satisfaction.

GRIthe Global Reporting Initiative.

Groupthe Group in relation to these financial statements, which are prepared for Spark New Zealand Limited (the

Company) and its subsidiaries (together the Group).

HRCCthe Human Resources and Compensation Committee.

IoTthe Internet of Things.

IFRSInternational Financial Reporting Standards.

LT ILong-Term Incentive, which is part of Spark Leadership Team and former Managing Director and CEO remuneration.

NOMsthe Nominations and Corporate Governance Committee.

NPSNet Promoter Score.

NZ GAAPGenerally Accepted Accounting Practice in New Zealand.

NZ IFRSNew Zealand Equivalent to International Financial Reporting Standards.

NZXNZX Limited.

OTNOptical Transport Network.

PSTNPublic Switched Telephone Network.

QBRQuarterly Business Review.

SMESmall and medium enterprise.

Southern CrossSouthern Cross Cables group of companies, which consists of two sister companies, Southern Cross Cables

Holdings Limited and Pacific Carriage Holdings Limited and their subsidiaries.

SRANSingle Radio Access Network.

STIShort-Term Incentive, which is part of Spark Leadership Team and former Managing Director and CEO

remuneration.

TSRTotal Shareholder Return and is a measure of share price appreciation and dividends paid over a given period.

123

Whakaahu whakamua

Spark New Zealand Annual Report 2021

insightcreative.co.nz
SPARK046

Contact details

Registered office

Level 2

Spark City

167 Victoria Street West

Auckland 1010

New Zealand

Ph +64 4 471 1638 or 0800 108 010

Company secretary

Silvana Roest

For more information

For inquiries about transactions, changes of address or dividend payments contact the share registries below.

New Zealand registry

Link Market Services Limited

Level 30, PWC Tower

PO Box 91976

15 Customs Street West

Auckland 1142

Ph +64 9 375 5998 (investor inquiries)

Fax +64 9 375 5990

enquiries@linkmarketservices.com

www.linkmarketservices.co.nz

Australian registry

Link Market Services Limited

Level 12

680 George Street

Sydney NSW 2000

Australia

Locked Bag A14

Sydney South NSW 1235

Australia

Ph +61 1300 554 484 (investor inquiries)

Fax +61 2 9287 0303

registrars@linkmarketservices.com.au

www.linkmarketservices.com.au

United States registry

Computershare Investor Services

P.O. Box 505000

Louisville, KY 40233-5000

United States of America

Ph +1 888 BNY ADRS (+1 888 269 2377) or

+1 201 680 6825 (from outside the

United States)

shrrelations@cpushareownerservices.

com

www.mybnymdr.com

Spark New Zealand Limited

ARBN 050 611 277

For inquiries about Spark’s operating and financial performance contact:

investor-info@spark.co.nz

Investor Relations

Spark New Zealand Limited

Private Bag 92028

Auckland 1142

New Zealand

investors.sparknz.co.nz

124

Spark New Zealand Annual Report 2021

Corporate governance disclosures

The ‘Kora Aotearoa’ logo on the front cover of
our report sits alongside the ‘Spark

New Zealand’ logo, symbolising our

partnership with Māori and our commitment

to Te Korowai Tupu (our Māori Strategy).

The literal translation of Spark New Zealand is

Kora Aotearoa as ‘Spark’ in te reo Māori is

‘Kora’ and ‘Aotearoa’ is the Māori name for

‘New Zealand’.

Ngā Hau e Whā - The four koru forms

represent ‘Ngā Hau e Whā’ or ‘coming from

the four winds’ and this symbol has been used

to signify our embracing all nationalities as

part of our Spark whanau.

External star - The external star draws a

connection with the Spark logo and

represents the revealed world that we know.

Internal star - The star at the centre of the logo

symbolises enlightenment – it is our central

point of understanding.

As a whole the Kora Aotearoa logo expresses

the revealed world of enlightenment. The

‘DAWN OF LIGHT’. By location Aotearoa is the

first to see the light of dawn. Echoing the

‘DAWN OF LIGHT’ approach.

investors.sparknz.co.nz

ARBN 050 611 277

---

SPARK
PAGE

2

Results overview

SPARK
PAGE

3

FY21 Operating Conditions and Performance

•Stronger than expected New Zealand economic recovery, with low unemployment and GDP back in growth.

•Closed international borders and the loss of roaming revenueresulted in top-line revenue decline.

•Strongunderlying revenueperformancein mobile and cloud, security and service management.

•DeliveredFY21 EBITDAI

(1)

growth at the top end of theguidancerangethrough disciplined cost management.

•NPATdeclinedriven by higher depreciation and amortisation costsand increase in tax expense.

•DeclaredFY21 total dividend of 25 cents per share, 100% imputed,supported byresilientfreecash flow.

•Phase one of Spark’s Infrastructure Review completed, with further significant infrastructure investments planned

forFY22 – including accelerated 5G rolloutand datacentrecapacity expansion.

•Further opportunities identified to drive value from the passive components of Spark’s mobile network and fibre. Spark

is activelyexploringshared ownership models; however, discussionsare ongoingand there is no certainty that any

transaction will proceed.

[1}

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) is a non-Generally Accepted Accounting Practice performance measure that is defined and reconciled to net earnings in

Spark New Zealand’s Financial Statements

SPARK
PAGE

4

FY21 Financial Snapshot

EBITDAI

(2)

$1,124m

REVENUE

(1)

$3,593m

NPAT

(3)

$384m

1.0% increase vs. FY20

(0.8%) decrease vs. FY20

(8.6%) decrease vs. FY20

H2 FY21 Dividend confirmed at

12.5cps (100% imputed)

25.0c

TOTAL FY21 DIVIDEND

(1)

Operating revenues and other gains

(2)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment income (EBITDAI) is a non-Generally Accepted Accounting Practice performance measure that is defined and reconciled to net earnings

in Spark New Zealand’s Financial Statements

(3)

Prior year NPAT has been restated to reflect a reduction in NPAT of $7m for the amortisation of reacquired rights that were previously regarded as indefinite life and therefore not amortised

(4)

The calculation of free cash flow is defined within the ‘cash flows’ worksheet of the FY21 detailed financials workbook - excludes $51m spectrum payment

CAPEX

$354m

FREE CASH FLOW

(4)

$433m

(1.1%) decrease vs. FY20

(5.3%) decrease vs. FY20

Resilient revenues and disciplined cost reduction delivered EBITDAI growth towards the top end of guidance.

SPARK
PAGE

5

Strategy update

SPARK
PAGE

6

FY21 Established Market Performance

(1.5%) decrease vs. FY20

$670m

BROADBAND

REVENUE

0.5% increase vs. FY20

$852m

MOBILE SERVICE

REVENUE

5.5% increase vs. FY20

$443m

CLOUD, SECURITY, &

SERVICE MANAGEMENT

Mobile service revenue growthdespite loss of

$31m roaming revenues. Underlying growth of

4.3%

(2)

demonstrates strong momentum.

Mobile service revenue market share

(1)

41.5%, up

1.1pp vs. FY20, and driven by pay monthly

connection growth of 56k.

Growth in total mobile and prepaid ARPU, driven

by 89% increase in Endless mobile plans as

customers seek more data, and fewer low ARPU

pre-paid travellers.

Remain committed to target of ~30-40% of base

on wireless broadband, targeting lower end of

that range by FY23. Accelerating5G rollout in

FY22 willincrease addressable base.

Wireless broadband performance below target

due to challenging marketplace. Increased

momentum in Q4resulting in +19k YoY

connection growth.

Lower overall market growth in FY21 vs. FY20

(1)

.

Connection base at 701k despite increased

competitive intensity.

Strong momentum in service management with

revenue up 10.8% –driven by increased annuity

and project revenues as businesses transform to

cloud-based solutions.

CCL achieved certification against

ISO/IEC27001:2013 international standard

demonstrating itscommitment to maintaining

robust security for clients and partners.

Collaboration revenue up 4.6% YoY as COVID-19

increased demand for flexible working solutions.

(1)

Market share estimates sourced from IDC

(2)

Mobile service revenue loss of $31m for outbound roaming. NOTE: mobile non-service revenue loss of $7m for inbound roaming. Total mobile roaming revenue loss of $38m

Leading Mobile Service Revenue

(1)

#1 Broadband

(1)

#1 Hybrid Cloud

(1)

SPARK
PAGE

7

•600k unique MySparkApp users completing ~3.6m interactions per month –supporting a 32% increase in digital sale and change customer journeys.

•Enhanced online messaging functionality for customer care supporting ~15k conversations per month and delivering a higher iNPSthan traditional

voice and chat.

•Retired 210 legacy mobile and broadband plans – simplifying product stack and right planning customers.

•Legacy PSTN lines reduced to under 300k in June 2021 with an average of 10k connections migrating off this technology every month.

SIMPLE,

INTUITIVE

CUSTOMER

EXPERIENCES

•Increased coverage of household view to ~83% of New Zealand households –improving our ability to understand and serve the needsof Kiwis.

•Delivered ~22 core machine learning models, enabling highly targeted marketing campaigns.

•Precision marketing supporting 89% YoY growth in adoption of Endless mobile plans.

•Overall improvement in marketing efficiency of 16%.

DEEP

CUSTOMER

INSIGHTS

S M ART,

AUTOMATED

NETWORK

•5G now live in 9 locations, including Auckland, Christchurch, Dunedin and Hamilton. Accelerating rollout and increasing overall investment in mobile

connectivity to $125m in FY22 – targeting ~90% population coverage by end of calendar year 2023, assuming necessary spectrum is made available

by the New Zealand Government.

•Continued investment in rural connectivity, with RCG cell tower builds

(1)

opening up additional wireless broadband and IoT opportunities, and 445

marae connected through the Marae Digital Connectivity initiative.

•First stage of next generation Optical Transport Network complete, continued investment in SX Next Cable build supporting resili ence and capacity.

•Completed first phase of infrastructure review, now progressing to phase 2. See infrastructure review section, pages 8-14.

•Continued to grow Agile maturity, with 86% of squads now at 3.5 or above.

•Significant growth in employee engagement, with eNPS +76, up 10 points YoY.

•Substantial program of leadership capability delivered to high potential leaders, focussed on creating the conditions for innovation and growth.

•Continued to create a culture of inclusion with 42% of senior roles outside the Board and Leadership Squad now held by women,collaboration across

the business community to drive data-driven ethnic inclusion strategies, and progress against TeKorowai Tupu, our Māori Strategy.

GROWTH

MINDSETS

Strategic Update: World Class Capabilities and Culture

Strong progress across core capabilities supporting ongoing transition to digital services future

(1)

Rural Connectivity Group (RCG) launched 261

st

tower during FY21 – targeting more than 400 sites by the end of 2022

SPARK
PAGE

8

Infrastructure Review

SPARK
PAGE

9

Infrastructure Review Recap

In February we announced a review of our infrastructure assets, with the aim of driving greater capital efficiency, increasedresilience,

and better experiences for customers.Spark has a significant infrastructure asset portfolio, and we have seen an increased interest in

quality infrastructure assets.

(1)

Portfolio includes a mix of dedicated tier 3datacentres, tier 2 facilities and converted exchange buildings.

Satellite

station

Metro & regional data

networks fibre/wireless

Ownership stake in

3 sub-sea cables

1,200 km national fibre

backhaul network

35 major network

exchanges

18 Datacentres

(1)

1,500 mobile

sites

Review status

Phase 1

Complete

Categorising our different infrastructure assets into

classes based on their strategic importance,

competitive advantage and how they support

network resilience for our customers

Ongoing

Define and pursue opportunities to grow the value

of asset portfolio – either by investing, optimising

or shared ownership

Phase 2

Overview

SPARK
PAGE

10

& GROW

IMPORTANT FOR

COMPETITIVE ADVANTAGE

AND RESILIENCE

•Active mobile

•Critical network exchanges

•Datacentre capacity

•Multi-access edge compute

Clear approach to the assets in each class

INVEST

CLASS 1

INVESTMENT

ASSETS THAT ARE

IMPORTANT FOR NETWORK

RESILIENCE

•Regional & local network

exchanges

•Sub-sea cables

•Spark’s satellite station

OPTIMISE

CLASS 2

MODELS

ASSETS THAT CAN BE

SHARED

•Passive mobile

•Fibre

SHARED

OWNERSHIP

CLASS 3

SPARK
PAGE

11

& GROW

IMPORTANT FOR

COMPETITIVE ADVANTAGE

AND RESILIENCE

Class 1: Invest & Grow

INVEST

CLASS 1

•Active mobile

•Critical network exchanges

•Datacentre capacity

•Multi-access edge compute

(1)

RATIONALE & OPPORTUNITY

•Active mobile when combined with Spark’s spectrum holdings currently drives

competitive advantage. Our 5G rollout will bring significant increases in capacity and

speed and will further expand the addressable market for wireless broadband and open

up commercialisation opportunities across business and consumer.

•Critical network exchanges ~10% of sites: provide resilience and will become future

multi-access edge compute nodes.

•Datacentre capacity such as IaaS and hybrid-cloud platforms supports our growing

cloud business which in turn creates opportunity to cross-sell other IT and Managed

Services offerings such as service management.

Retain control of assets that drive competitive advantage, accelerate smart

automated network objectives, and support innovation and emerging

technologies

(1)

Multi-access edge compute reduces the physical distance from an end user to compute and the networking service, reducing latencyand supporting new use cases that require real-time performance to work e.g. cloud gaming

Accelerated 5G rollout and datacentre capacity expansion mark a

significant investment intoNew Zealand’s connectivity and resilience

SPARK
PAGE

12

& GROW

Class 1: Invest & Grow

INVEST

CLASS 1

Leverage growth and changing dynamics of datacentre market through

substantial investment in datacentre capacity and multi-access edge compute

•Investing in a material upgrade of criticalexchange at Mayoral Drive and scaling Spark’s

Tier 3 datacentre at Takanini to support strategy to lead in cloud.

•Mayoral Drive: investment to develop quality multi-access edge compute and leveraging

the site’s existing position as a key connection point for national and international

connectivity to be at the core of New Zealand’s cloud.

•Takanini: intend to increase the existing datacentre by approximately 10MW of capacity –

which will make it the largest in New Zealand once completed. Investment will be staged

to meet contracted demand. We are in advanced negotiations to contract at least 60% of

the initial ~10MW expansion.

•Investments will deliver revenue growth and enable Spark to continue to be a leader in the

New Zealand datacentre market as the cloud market rapidly evolves:

-Significant uplift in demand for customer cloud solutions;

-Migration of customers to multi-cloud solutions; and

-Onshore investment by global public cloud providers.

Multi-year growth opportunity supported by capital investment managed within

targeted capital envelope of 10-11% of revenues, albeit at top end of this range

•Active mobile

•Critical network exchanges

•Datacentre capacity

•Multi-access edge compute

(1)

CRITICAL NETWORK EXCHANGE & DATACENTRE OPPORTUNITY

(1)

Multi-access edge compute reduces the physical distance from an end user to compute and the networking service, reducing latencyand supporting new use cases that require real-time performance to work e.g. cloud gaming

IMPORTANT FOR

COMPETITIVE ADVANTAGE

AND RESILIENCE

SPARK
PAGE

13

Class 2: Optimise Investment

INVESTMENT

ASSETS THAT ARE

IMPORTANT FOR NETWORK

RESILIENCE

•Regional & local network

exchanges

•Sub-sea cables

•Spark’s satellite station

OPTIMISE

CLASS 2

RATIONALE

Resilience is critical to the ongoing performance and experience of our

networks. Future planning for assets that support network resilience will

ensure that customer outcomes are not only maintained but enhanced

•Regional and local network exchange portfolio provides a combination of resilience and

housing for legacy network equipment; and is split across two key categories:

•Exchanges that enable resilience ~40% of sites: provide secondary network

connectivity and datacentre locations for Spark’s modern technology, products and

services.

•Exchanges that house legacy equipment ~50% of sites: are not part of Spark’s

future technology roadmap. These aresmaller legacy sites which Spark will

progressively exit as infrastructure consolidates into exchanges that are critical and/or

provide resilience (with proceeds unlikely to be material).

•Sub-sea cables support international resilience and we intend to maintain our long-term

shareholding as there is value through shared ownership of key data transport assets.

•Satellite station has lower strategic value today but provides resilience and has potential

future value as satellite market grows.

Focus on optimisation through efficient operation and investment while

right-sizing the portfolio

SPARK
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14

Class 3: Shared Ownership Models

MODELS

ASSETS THAT CAN BE

SHARED

•Passive mobile

•Fibre

CLASS 3

RATIONALE & OPPORTUNITY

Maximising the value of passive infrastructure assets through

efficiency, increasing asset utilisation, and exploring shared

ownership models

Passivemobile towers are not considered a driver of competitive advantage. Global focus on

these assets is shifting to operational efficiencies and shared ownership models. Our portfolio

has:

•Approximately 1,500 mobile sites (~70% macro towers, ~15% on building, ~15% on light

poles)

•Current tenancy ratio on Spark owned mobile sites: 1.07

Fibre network sharing models are considered a potential driver of efficiency in a market that is

highly competitive with large amounts of overlapping network.

Actively exploring opportunities. Discussions are ongoing in relation to potential shared

ownership models for passive infrastructure assets –no certainty that any transactions will

proceed.

SHARED

OWNERSHIP

SPARK
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15

Strategic Update: Future Markets

IoT

(1)

Digital

Health

Sport

•First ‘summer of cricket’: successfully delivered with over 3 million hours of live cricket streamed to ~240k Spark Sport

viewers

(4).

•Continued to build capability and content: establishing pay-per-view content model, introduced e-sports, and secured

exclusive New Zealand rights to the UEFA Champions League

(5)

and the Rugby League World Cup.

•Future investment expected to be consistent with current levels:focus on partnerships to drive access to additional

premium content, subscription growth and improve returns.

•IoT connection growth underpinned by Spark’s IoT networks which cover ~99% of the population

(2)

: connection growth of

83% vs. FY20, with over 450k devices connected across a range of industries including utilities, health and logistics.

•Spark Innovation Studio launched: ~150 tours conducted to date with over 1,000 customers visiting to identify howIoT and

5G can help them adapt, transform, and grow.

•IoT-enabled smart-city infrastructure: inpartnership with Auckland Transport at Auckland's Wynyard Quarter with the goal of

accelerating the digitisation of operations, enhancing productivity and sustainability.

•Spark Health: brand identity launched into market, with telco, IT and business transformation solutions tailored to the

healthcare sector – delivering revenue growth of 10.6%, on a revenue base of ~$200m.

•Digital Health Platform ‘Kete Waiora:’

(3)

platform vendor selected.Targeting launch to clients in Q1 FY22.

•Supported large healthcare providers: during the pandemic response, including Whakarongorau Aotearoa’s COVID-19

hotline for COVID-19 information.

(1)

Internet of Things

(2)

Spark’s CAT-M1 network covers ~99% of the population with LoRa and NB-IoT coverage expanding with customer demand

(3)

The basket of health and wellness

(4)

The Spark Sport viewing number has been derived using real time platform data and a co-viewing factor based on results of the customisedstudy commissioned by Spark Sport with leading international research firm Nielsen

(5)

Includes rights to UEFA (Union of European Football Associations) Champions League, UEFA Europa League and UEFA Europa Conference League for thenext three seasons

Building foundations in future markets in support of long term growth

SPARK
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16

Strategic Update: Sustainability

Significant progress establishing strong sustainability foundations across Spark:

•Launched new Sustainability Framework to the market and operationalised it into the business.

•Grew Skinny Jump connections by 5.6k – a 58% increase vs. FY20 and surpassing 15k

connections in total by year end.

•Spark Foundation continued to pursue its vision of ‘no New Zealander being left behind in a

digital world’, focussing on digital access, digital skills and pathways and digital wellbeing.

•Introduced a new Environment Policy to guide internal decision making.

•Assessed climate change risks and opportunities across the business, aligned to the Taskforce for

Climate-related Financial Disclosures (TCFD) and incorporated into reporting.

•Set a science-based emissions reduction target, approved by the Science Based Target Initiative.

•Focus now shifting to designing and executing an emissions reduction plan and supporting

businesses to harness the power of technology to shift to a low-carbon future.

Spark’s Science-Based Emissions Reduction Target

Spark New Zealand commits to reduce absolute Scope 1 and 2 GHG emissions 56% by FY30 from

a FY20 base year.

Spark New Zealand commits that 70% of its suppliers by spend covering purchased goods and

services and capital goods will have science-based targets by FY26.

SPARK
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17

FY21 Indicators of Success

Strategic PillarFocus AreaMeasureTarget 30 June 2021Status

World Class Capability

Customer ExperienceConsumer and small business iNPS8 point liftNot achieved

(1)

Data driven insights80% of customer base

(2)

in household view

(3)

enabling

15% efficiency gain in

marketing spend

Achieved

Wireless futureProgressive rollout of 5GLive in 5-7 locationsAchieved

Mature Agile

Leadership

Percentage of Agile squads at or above level 3.585%Achieved

Grow established markets

WirelessMobile service revenue growth0-3%Achieved

WirelessWireless broadband connections+40kNot achieved

CloudCloud, security and service management revenue growth5-8%Achieved

Accelerate future markets

IoTGrowth in number of connected IoT devices50%Exceeded

Spark SportSuccessfully deliver season 1 of New Zealand cricket

Platform availability of

99.9%

Achieved

Lowest Cost ProviderDeliver best costEBITDAI margin31%Achieved

Build a sustainable future

Championing digital

equity

Skinny Jump connections+10kNot achieved

Sustainable Spark

Set emissions reductions target aligned to New Zealand being

carbon neutral by 2050

(4)

By 30 June 2021Achieved

(1)

The iNPSscore has been rebased to include a larger sample of customer interaction feedback

(2)

Spark and Skinny consumer and Spark SME customer base

(3)

Household view is an insights platform that allows us to better anticipate the needs of New Zealand households to deliver more targeted, relevant and personalised services

(4)

As part of commitment to Climate Leaders Coalition

SPARK
PAGE

18

FY20 ActualFY21 GuidanceFY21 Actuals

EBITDAI

$1,113m$1,100m to $1,130m$1,124m

Capital expenditure

$374m~$350m

$354m

FY21 Spectrum Renewals

(1)

-$50m$51m

Dividend per share

25.0cps

(H1 75% imputed, H2 100% imputed)

25.0cps

(100% imputed)

25.0cps

(2)

(100% imputed)

(1)

1800MHz and 2100MHz spectrum renewals paid in January 2021

(2)

The Dividend Reinvestment Plan (DRP) has been retained for the H2 FY21 dividend. Shares issued under the DRP will be issued at prevailing market price as determined around the time of issue

FY21 Guidance Delivered

SPARK
PAGE

19

Financials

SPARK
PAGE

20

FY21 Financial Performance Summary

Strong momentum in key markets and disciplined cost reduction resulting in all FY21 guidance metrics met

REVENUE

MOVEMENT

($30m)

(0.8%) decrease vs. FY20

EBITDAI

MOVEMENT

$11m

NPAT

(1)

MOVEMENT

($36m)

1.0% increase vs. FY20

(8.6%) decrease vs. FY20

OPEX

MOVEMENT

$41m

1.6% decrease vs. FY20

Top line revenue of $3,593m declined 0.8%,

driven by:

•Loss of $38m roaming revenues

(2)

.

•Non-recurring refunds of historical wire

maintenance charges.

Operating expenses of $2,469m declined 1.6%

due to:

•Cost-out programme.

•Lower marketingand travel expenses.

Reported EBITDAI of $1,124m, up 1.0% on prior

year andtowards the top end of guidance range.

NPAT declined 8.6% due to:

•Higher D&A as a result of shorterasset lives; and

•Increased customer and commercial lease

activity.

•FY22 D&A expected to be broadly flat.

•Increase in tax expense of $21m due to one-off

decreases recorded in FY20

(3)

not repeated in

FY21.

FREE CASH FLOW

MOVEMENT

($5m)

(1.1%) decrease vs. FY20

H2 FY21 dividend 12.5c

25.0c

TOTAL FY21

DIVIDEND

Free cash flow of $433m (excluding spectrum).

Strong cash flow management offsetting $48m

additional cash tax.

Reported net debt to EBITDAI ratio within Spark’s

internal threshold of 1.4x.

H2 FY21 dividendper share of 12.5cps to be

100% imputed.Total FY21 dividend of25.0cps in

line FY21 guidance.

The Dividend Reinvestment Plan (DRP) has been

retained for the H2 FY21 dividend at a zero

discount

(4)

.

(1)

Prior year NPAT has been restated to reflect a reduction in NPAT of $7m for the amortisation of reacquired rights that were previously regarded as indefinite life and therefore not amortised

(2)

Total mobile roaming revenue loss of $38m. NOTE: mobile service revenue loss of $31m for outbound roaming revenue and mobilenon-service revenue loss of $7m for inbound roaming revenue

(3)

These one-off decreases resulted from legislation enacted to reintroduce tax depreciation on commercial building structures and a higher amount of non-taxable gains in FY20

(4)

Shares issued under the DRP will be issued at prevailing market price as determined around the time of issue.

SPARK
PAGE

21

Financials

FY20

(1)

$m

FY21

$m

CHANGE

Operating revenues and other gains3,6233,593(0.8%)

Operating expenses(2,510)(2,469)(1.6%)

EBITDAI1,1131,1241.0%

Finance income3634(5.6%)

Finance expense(94)(81)(13.8%)

Depreciation and amortisation(488)(523)(7.2%)

Net investment income1(1)NM

Net earnings before tax expense568553(2.6%)

Tax expense(148)(169)(14.2%)

Net earnings after tax expense420384(8.6%)

Capital expenditure

(2)

374354(5.3%)

Free cash flow

(3)

438433(1.1%)

EBITDAI margin30.7%31.3%0.6pp

Effective tax rate26.1%30.6%4.5pp

Capital expenditure to operating revenues10.3%9.9%(0.4pp)

Earnings per Share22.920.7(9.6%)

Total Dividend per Share25.0c25.0c-

(1)

Prior year NPAT has been restated to reflect a reduction in NPAT of $7m for the amortisation of reacquired rights that were previously regarded as indefinite life and therefore not amortised

(2)

Excluding spectrum of $51m and finance lease receivable terminations of $3m

(2)

The calculation of free cash flow is defined within the ‘cash flows’ worksheet of the FY21 detailed financials - excludes $51m spectrum payment

SPARK
PAGE

22

EBITDAI

$1,124m

REVENUE

$3,593m

1.0% increase vs. FY20

(0.8%) decrease vs. FY20

OPERATING EXPENSES

$2,469m

(1.6%) decrease vs. FY20

Accelerated cost out programme delivering

significant gross cost out benefits across product,

labour, and other operating expenses, allowing

investment into future markets.

Net labour cost reduction of $20m, or 3.9%, as

services and customer care interactions continue

to transition to digital channels and self-service

options.

Other operating expenses decreased due to:

•Lower bad debt expense, with impacts of

COVID-19 lower than expected.

•Data led marketing spend efficiencies.

•Reduced travel expenses.

Reduction in product costs due to Lightbox

divestment and ongoing savings from wireless

broadband growth; partially offset by additional

Spark Sport content and production costs.

EBITDAI growth driven by strong momentum in

established markets, focussed execution, coupled

with ongoing benefits of cost management

activities.

Total estimated COVID-19 impacts of ~$40m

lower than revised estimate of ~$50m as a result

of:

•Improving economic conditions resulting in

lower bad debts.

•Modest return of roaming revenues due to

limited opening of Australian and Cook Island

travel bubble.

EBITDAI margin of 31.3% – in line with aspiration.

FY21 Revenue growth underpinned by

established market momentum:

•Total cloud, security, and service

management growth of $23m, including

service management growth of $17m, and

cloud growth of $4m reflecting change in

mix towards public cloud.

•Increase in other mobile revenue driven by

device and accessory sales.

•Mobile service revenue and market share

growth despite ongoing roaming impacts.

FY21 revenue impacts include:

•Higher rate of voice revenue decline due to

non-recurring refunds of historical wire

maintenance charges.

•Broadband revenue decline with lower

overall market growth and persistent

competitor price pressure.

FY21 Operational Performance Summary

Ambition to return to revenue growth in FY22 by maintaining established market momentum and accelerating future market growth

SPARK
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23

FY21 Capital Investment and Free Cash Flow

Prioritised allocation of capex combined with long-term investments in

mobile spectrum of $51m resulting in greater overall investment in FY21 vs.

FY20.

Key capital expenditure projects for the year included:

•5G rollout of mobile and WBB services to nine locations;

•Investment in Optical Transport Network (OTN 2.0), increasing resiliency

and capacity;

•Continued investment in the converged communication network (CCN),

advancing exit strategy for legacy PSTN network, and enabling delivery of

IP-based voice services in the future.

Delivered free cash flow of $433m, due to continued focus on working capital

with full year cash conversion rate of 100%.

Free cash flow includes impact of $48m increase in tax payments vs. FY20

(1)

.

Working capital broadly flat vs. FY20 with gains offset by:

•Timing of receivables due to strong Q4 sales – expected to unwind in Q1.

•Higher rate of growth in device receivables due to increase in high end

device sales.

Free cash flow, when combined with DRP, sufficient to fund total FY21

dividend of 25.0cps and renewal of 1800MHz and 2100MHz spectrum.

CAPEX

excluding spectrum

$354m

(5.3%) decrease vs. FY20

SPECTRUM

$51m

1800MHz & 2100MHz

spectrum renewals

TOTAL CAPEX

(2)

including spectrum

$405m

8.3% increase vs. FY20

+=

Investing in New Zealand’s wireless future. Committing an

additional $35m to accelerate 5G rollout, boosting total mobile

connectivity investment to ~$125m in FY22

FREE

CASH FLOW

$433m

(1.1%) decrease vs. FY20

WORKING

CAPITAL

$4m

Increase in working

capital vs. FY20

TOTAL FY21

DIVIDEND

$0.25c

H2 FY21 dividend 12.5c

FY22 free cash flow aspiration of $420m-$460m supported by a

targeted return to revenue growth to fund shareholder

distribution of $0.25c

(1)

Tax payments increased due to an increase in provisional tax paid during the period (FY20 P3 payment paid in FY21)

(2)

Excludes finance lease receivable terminations of $3m

SPARK
PAGE

24

Net Debt

Reported net debt to EBITDAI ratio of 1.16x

(1)

consistent with S&P A- credit rating

•Total net debt of $1,303m, down $46m YoY due to:

•EBITDAI growth;

•Planned reduction in capital investment;

•Strong DRP participation; partially offset by

•Payments for renewal of 1800MHz and 2100MHz

spectrum - securing long-term right of use to 2041.

•Strong liquidity with $72m of cash and $630m of undrawn

committed bank facilities.

•Weighted average cost of debt 3.8%.

•Weighted average life of debt 4.3 years with good spread of

maturities across bank funding, domestic and offshore bonds.

(1)

Spark’s internal capital management policy is to ensure that on a long-run basis reported net debt to EBITDAI does not exceed 1.4x; which Spark estimates is approximately equivalent to S&P’s 1.7x adjusted net debt to EBITDA threshold

Spark’s internal threshold of 1.4x excludes S&P’s adjustments in relation to IFRS16, and captive finance operations

(2)

Businessacquisitions and minority investments includes: reacquired rights for business hub and retail licences, Rural Connectivity Groupand SX Next equity contributions

(3)

Proceeds from asset and business sales includes: receipts from business hub portfolio consolidation, divestment of Lightbox and Now New Zealand Ltd and sale of surplus mobile network equipment

1,349

1,303

330

51

38

10

(433)

(42)

900

1,000

1,100

1,200

1,300

1,400

Net debt as at

30 June 2020

Free cash flowDividends paidSpectrumBusiness

acquisitions and

minority

investments

Proceeds from

asset and

business sales

Other

movements

Net debt as at

30 June 2021

Movement in net debt during FY21 ($m)

(2)

(3)

SPARK
PAGE

25

FY22 indicators of success

Strategic PillarFocus AreaMeasureTarget 30 June 2022

World class capability

Customer experienceConsumer and small business iNPS+6 point lift

Data driven insightsUplift in data driven marketing campaign conversion

(1)

15%

Smart automated networksAccelerate 5G10-15 locations

(2)

Growth mindsetseNPS+70

Grow established markets

WirelessMobile service revenue growth2-4%

BroadbandWireless broadband connections+15-20k

CloudCloud, security and service management revenue growth5-8%

Accelerate future markets

IoTGrowth in number of connected IoT devices+300k

Spark Health

Successful launch of Digital Health Platform

Growth in Spark Health revenues

5 DHP customers onboarded

8-10%

Lowest cost providerDeliver best costEBITDAI margin31%

Build a sustainable future

Championing digital equitySkinny Jump connections+5k

Sustainable SparkEstablish emissions reduction programme30 June 2022

(1)

Spark consumer base

[2]

This includes a mix of new locations and existing locations where our 5G footprint will be expanded

SPARK
PAGE

26

Guidance

(1)

FY21 ActualFY22 Guidance

EBITDAI$1,124m$1,130m-$1,160m

Capital expenditure

(2)

$354m~$400m

Dividend per share

Total 25.0cps

(3)

(100% imputed)

Total 25.0cps

(100% imputed)

(1)

Subject to no adverse change in operating outlook

(2)

Excluding expenditure on mobile spectrum of $51m and finance lease receivable terminations of $3m

(3)

Dividend Reinvestment Plan (DRP) has been retained for the H2 FY21 dividend. Shares issued under the DRP will be issued at prevailing market price as determined around the time of issue.

Disclaimer
This announcement may include forward-looking statements regarding future events and the future financial performance of Spark New

Zealand. Such forward-looking statements are based on the beliefs of and assumptions made by management along with information

currently available at the time such statements were made.

These forward-looking statements may be identified by words such as ‘guidance’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’,

‘plan’, ‘may’, ‘could’, ‘ambition’, ‘aspiration’ and similar expressions. Any statements in this announcement that are not historical facts are

forward-looking statements. These forward-looking statements are not guarantees or predictions of future performance, and involve

known and unknown risks, uncertainties and other factors, many of which are beyond Spark New Zealand’s control, and which may

cause actual results to differ materially from those projected in the forward-looking statements contained in this announcement.

Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking

statements are discussed herein and also include Spark New Zealand's anticipated growth strategies, Spark New Zealand's future results

of operations and financial condition, economic conditions and the regulatory environment in New Zealand, competition in the markets

in which Spark New Zealand operates, risks related to the sharing arrangements with Chorus, any impacts or risks to Spark’s anticipated

growth strategies, future financial condition and operations, economic conditions or the regulatory environment in New Zealand arising

from or otherwise with COVID-19, other factors or trends affecting the telecommunications industry generally and Spark New Zealand’s

financial condition in particular and risks detailed in Spark New Zealand's filings with NZX and ASX. Except as required by law or the

listing rules of the stock exchanges on which Spark New Zealand is listed, Spark New Zealand undertakes no obligation to update any

forward-looking statements whether as a result of new information, future events or otherwise.

---

Spark New Zealand
Group result - reported

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Operating revenues and other gains1,7541,7791,8241,7991,7961,7973,6233,593(30)(0.8%)

Operating expenses(1,265)(1,178)(1,324)(1,186)(1,294)(1,175)(2,510)(2,469)411.6%

EBITDAI4896015006135026221,1131,124111.0%

Finance income1819181817173634(2)(5.6%)

Finance expense(40)(45)(46)(48)(43)(38)(94)(81)1313.8%

Depreciation and amortisation expense(245)(232)(239)(250)(263)(260)(488)(523)(35)(7.2%)

Net investment income-14(1)2-(1)1(1)(2)NM

Net earnings before income tax222357233336213340568553(15)(2.6%)

Tax expense(69)(101)(69)(79)(65)(104)(148)(169)(21)(14.2%)

Net earnings for the period153256164257148236420384(36)(8.6%)

Capital expenditure264153247127192162374354(20)(5.3%)

Free cash flows

10818450388113320438433(5)(1.1%)

Reported EBITDAI margin27.9%33.8%27.4%34.1%27.9%34.6%30.7%31.3%0.6%

Reported effective tax rate31.1%28.3%29.7%23.5%30.5%30.6%26.1%30.6%4.5%

Capital expenditure to operating revenues15.1%8.6%13.5%7.1%10.7%9.0%10.3%9.9%(0.4%)

Reported basic and diluted earnings per share (cents)8.314.08.914.08.01322.920.7-2.2(9.6%)

Gross margin by product

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Mobile376399405424407430

82983781.0%

Voice1431381231198793

242180(62)(25.6%)

Broadband168176175166166173

341339(2)(0.6%)

Cloud, security and service management159158173175179179

348358102.9%

Procurement and partners192820252023

4543(2)(4.3%)

Managed data, network and services697070687273

13814575.1%

Other product252615332842

48702245.8%

Total product gross margin9599959811,0109591,013

1,9911,972(19)(1.0%)

Other gains-15431424

3528(7)(20.0%)

Total gross margin9591,0109851,0419631,037

2,0262,000(26)(1.3%)

Connections

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

000's000's000's000's000's000's000's000's000's

%

Mobile connections

1

2,464 2,515 2,500 2,519 2,431 2,421 2,519 2,421 (98) (3.9%)

Voice connections by type

2

POTS & ISDN356329288220197168220168(52)(23.6%)

VoIP5455546169696169813.1%

Voice over wireless1826262423242424--%

428410368305289261305261(44)(14.4%)

Broadband connections

Copper296249211186157131186131(55)(29.6%)

Fibre273306340367381395367395287.6%

Wireless1291401411561651751561751912.2%

698695692709703701709701(8)(1.1%)

1 Mobile connections excluding MVNO connections but including legacy machine to machine and SIM based SmartWatch connections

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

2

Voice connections include all voice technology types, including POTS, ISDN, VoIP and wireless voice. Voice connections exclude connections where

Spark also provide a bundled broadband service, but include all wholesale voice connections (including those where the underlying customer has a

bundled broadband service).

Spark New Zealand
Group FTE's

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21#

%

FTE permanent5,1075,1095,1194,9834,9614,8894,9834,889(94)(1.9%)

FTE contractors 21216720014612115014615042.7%

Total FTE5,3195,2765,3195,1295,0825,0395,1295,039(90)(1.8%)

Dividends

FY20FY21

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21$$$

%

Ordinary dividends (cents per share)11.0011.0012.5012.5012.5012.5025.0025.00--%

Special dividends (cents per share)1.501.50-------NM

12.5012.5012.5012.5012.5012.5025.0025.00--%

FY20 vs FY21

FY20 vs FY21

Spark New Zealand
Group operating revenues and other gains

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Operating revenues

Mobile

Service revenue40341342542342043284885240.5%

Non-service revenue219236228212231228440459194.3%

6226496536356516601,2881,311231.8%

Voice

Access10910495856267180129(51)(28.3%)

Calling878379817167160138(22)(13.8%)

Other voice revenue2928232321204641(5)(10.9%)

225215197189154154386308(78)(20.2%)

Broadband344341345335337333680670(10)(1.5%)

Cloud, security and service management187197209211217226420443235.5%

Procurement and partners19117320720023617840741471.7%

Managed data, network and services12913113414314014227728251.8%

Other operating revenue56587555578013013775.4%

Total operating revenues1,7541,7641,8201,7681,7921,7733,5883,565(23)(0.6%)

Other gains-154314243528(7)(20.0%)

Total operating revenues and other gains1,7541,7791,8241,7991,7961,7973,6233,593(30)(0.8%)

Operating revenues includes revenues from Consumer, Business, Wholesale and other customer segments.

Wireless broadband revenues and connections are included in broadband revenues and connections.

Operating revenues and other gains by customer segment

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Operating revenues and other gains$m$m$m$m$m$m$m$m$m

%

Consumer7908148257577697811,5821,550(32)(2.0%)

Business8618519069219409021,8271,842150.8%

Wholesale and other124137119148113142267255(12)(4.5%)

Eliminations(21)(23)(26)(27)(26)(28)(53)(54)(1)(1.9%)

1,7541,7791,8241,7991,7961,7973,6233,593(30)(0.8%)

Finance income

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Finance income$m$m$m$m$m$m$m$m$m

%

Finance lease interest income7776671313--%

Other interest income1112111211102321(2)(8.7%)

1819181817173634(2)(5.6%)

Net investment income

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Net investment income$m$m$m$m$m$m$m$m$m

%

Dividend income-15-------NM

Share of associates' and joint ventures' net losses-(1)(1)2-(1)1(1)(2)NM

-14(1)2-(1)1(1)(2)NM

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

Spark New Zealand
Revenue classification changes

Product lineServices providedPrevious customer productCurrent customer product

Telephony Products

IT and Managed

Services

Previous reclassifications remain in place from the IT & Managed Services presentation in March 2021.

As part of the ongoing revision of the Agile business model, the management of certain customer segment lines have been reallocated from one part of

the business to another. The details of the key changes and the associated impact on revenue reporting are as follows:

Granular classification of CCL products

across the IT and Managed Services

portfolio to more accurately reflect the

composition of client revenues

CloudProcurement and Managed Networks

Voice and Cloud, Security

and Service Management

Managed NetworksReclassification of two CCL cloud-based

telephony products to algin with the

classification of similar telephony

solutions (including connections)

Spark New Zealand
Group operating expenses

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Product costs

Mobile246250248211244230459474153.3%

Voice827774706761144128(16)(11.1%)

Broadband176165170169171160339331(8)(2.4%)

Cloud, security and service management28393636384772851318.1%

Procurement and partners17214518717521615536237192.5%

Managed data, network and services606164756869139137(2)(1.4%)

Other product costs3132602229388267(15)(18.3%)

7957698397588337601,5971,593(4)(0.3%)

Labour250225267244255236511491(20)(3.9%)

Other operating expenses

Network support costs37243530434065831827.7%

Computer costs4647494951509810133.1%

Accommodation costs373033303235636746.3%

Advertising, promotions and communication4740473144287872(6)(7.7%)

Bad debts66710(1)(6)17(7)(24)NM

Impairment expense5(2)-2-222--%

Other4239473237307967(12)(15.2%)

220184218184206179402385(17)(4.2%)

Total operating expenses1,2651,1781,3241,1861,2941,1752,5102,469(41)(1.6%)

Finance expense

Finance expense on debt2325252821225343(10)(18.9%)

Other interest and finance expense4775641210(2)(16.7%)

Lease interest expense1515151615113126(5)(16.1%)

Leased customer equipment interest expense22334468233.3%

44495052464110287(15)(14.7%)

Capitalised interest(4)(4)(4)(4)(3)(3)(8)(6)225.0%

4045464843389481(13)(13.8%)

Depreciation and amortisation expense

Depreciation - property, plant and equipment12811811911412411823324293.9%

Depreciation - right-of-use assets25312836354264771320.3%

Depreciation - leased customer equipment assets99151219172736933.3%

Amortisation of intangibles83747788858316416842.4%

245232239250263260488523357.2%

FY20 vs FY21

Spark New Zealand
Analysis & KPI's - Mobile

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Mobile revenue by type (Consumer and Business)$m$m$m$m$m$m$m$m$m

%

Mobile service revenue39840942141941542784084220.2%

Mobile non-service revenue

1

206224216197223221413444317.5%

6046336376166386481,2531,286332.6%

1816161913123525(10)(28.6%)

Total mobile revenue6226496536356516601,2881,311231.8%

Mobile product costs

3

(246) (250) (248) (211) (244) (230) (459) (474) (15) (3.3%)

Mobile gross margin37639940542440743082983781.0%

Mobile gross margin %60.5%61.5%62.0%66.8%62.5%65.2%64.4%63.8%(0.6%)

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Total mobile revenue by customer segment$m$m$m$m$m$m$m$m$m

%

Consumer410443443419438441862879172.0%

Business194190194197200207391407164.1%

Wholesale and other1816161913123525(10)(28.6%)

6226496536356516601,2881,311231.8%

Average revenue per user (ARPU) - 6 month active

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Consumer and Business

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month

$ per

month %

Total ARPU27.5627.5728.4828.0528.5129.6628.2729.080.81 2.9%

Pay-monthly ARPU42.8242.4342.8241.1939.9740.3141.9940.14(1.85)(4.4%)

Prepaid ARPU12.2912.6613.2813.3714.3615.4213.3314.871.54 11.5%

H1 FY19 H2 FY19 H1 FY20 H2 FY20 H1 FY21 H2 FY21 FY20 FY21

000's000's000's000's000's000's000's000's000's

%

Pay-monthly connections1,2251,2511,2871,3301,3551,3861,3301,386564.2%

Prepaid connections1,2061,2321,1811,1611,0471,0081,1611,008(153)(13.2%)

Internal connections44444444--%

Total mobile connections2,4352,4872,4722,4952,4062,3982,4952,398(97)(3.9%)

1

Mobile non-service revenue includes handset sales and mobile interconnect.

2

Includes MVNO revenue.

3

Includes handset, interconnect and cellphone tower access costs.

4

Excludes MVNO connections but includes SIM based SmartWatch connections

Number of mobile connections at period end - 6

month active - Consumer and Business

4

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

Wholesale and other customer segment mobile

revenue

2

Spark New Zealand
Analysis & KPI's - Voice

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Revenue by type$m$m$m$m$m$m$m$m$m

%

Access10910495856267180129(51)(28.3%)

Calling878379817167160138(22)(13.8%)

Other voice revenue2928232321204641(5)(10.9%)

Total voice revenue225215197189154154386308(78)(20.2%)

Voice product costs

1

(82) (77) (74) (70) (67) (61) (144) (128) 16 11.1%

Voice gross margin1431381231198793242180(62)(25.6%)

Voice gross margin %63.6%64.2%62.4%63.0%56.5%60.4%62.7%58.4%(4.3%)

H1 FY19 H2 FY19 H1 FY20 H2 FY20 H1 FY21 H2 FY21 FY20 FY21

000's000's000's000's000's000's000's000's000's

%

POTS and ISDN356329288220197168220168(52)(23.6%)

VoIP5455546169696169813.1%

Voice over wireless1826262423242424--%

Total voice connections

2

428 410 368 305 289 261 305 261 (44) (14.4%)

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

000's000's000's000's000's000's000's000's000's

%

Consumer1041039349586049601122.4%

Business174171161157149138157138(19)(12.1%)

Wholesale and other1501361149982639963(36)(36.4%)

Total voice connections

2

428 410 368 305 289 261 305 261 (44) (14.4%)

1

Includes voice access (baseband), interconnect, and international calling costs.

2

Excludes Cloud Telephony which has been moved to Managed Networks.

Analysis & KPI's - Broadband

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Total broadband revenue344341345335337333680670(10)(1.5%)

Broadband product costs

3

(176) (165) (170) (169) (171) (160) (339) (331) 8 2.4%

Broadband gross margin168176175166166173341339(2)(0.6%)

Broadband gross margin %48.8%51.6%50.7%49.6%49.3%52.0%50.1%50.6%0.5%

H1 FY19 H2 FY19 H1 FY20 H2 FY20 H1 FY21 H2 FY21 FY20 FY21

000's000's000's000's000's000's000's000's000's

%

Copper296249211186157131186131(55)(29.6%)

Fibre273306340367381395367395287.6%

Wireless1291401411561651751561751912.2%

Total broadband connections698695692709703701709701(8)(1.1%)

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

000's000's000's000's000's000's000's000's000's

%

Consumer598593587595585577595577(18)(3.0%)

Business989910010310310510310521.9%

Wholesale and other2351115191119872.7%

Total broadband connections698695692709703701709701(8)(1.1%)

3

Includes broadband access (UBA/UCLL/Fibre), modem and e-mail platform support costs.

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

Voice connections by type

Voice connections by customer segment

FY20 vs FY21

Broadband connections by technology

Broadband connections by segment

FY20 vs FY21

FY20 vs FY21

Spark New Zealand
Analysis & KPI's - Cloud, Security and Service Management

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Cloud Revenue10211011111411311622522941.8%

Security revenue201618191920373925.4%

Service Management revenue6571807885901581751710.8%

Cloud, Security and Service management revenue187197209211217226420443235.5%

Cloud, Security and Service management product costs(28)(39)(36)(36)(38)(47)(72)(85)(13)18%

Cloud, Security and Service management gross margin159158173175179179348358103%

Cloud, Security and Service management gross margin %85.0%80.2%82.8%82.9%82.5%79.2%82.9%80.8%(2.1%)

Contribution margin (approximated) %

1

35.8%40.6%34.4%39.3%34.6%38.5%34.4%34.6%0.2%

Cloud KPI'sH1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Number of IaaS clients375367361347329336347336(11)(3%)

Power usage efficiency for dedicated data-centre sites1.511.481.471.501.501.481.501.48-0.02(1%)

Megawatt hours for dedicated data centre sites2,5992,6452,6872,6362,6172,6002,6362,600(36)(1%)

Security KPI'sH1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Number of security clients1,2291,2181,1911,1831,1531,1741,1831,174(9)(1%)

Average monthly revenue per security client2,7122,1892,5192,6772,7462,8392,5982,7931968%

Service management KPI'sH1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

Number of service management clients726642681730671772730772426%

Average monthly revenue per service management client14,92218,43219,57917,80821,11319,43018,66320,2131,5508%

Recalculation of IaaS Clients and Security Clients

Analysis & KPI's - Procurement and Partners

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Procurement and partners revenue19117320720023617840741471.7%

Procurement and partners product costs(172)(145)(187)(175)(216)(155)(362)(371)(9)(2.5%)

Procurement and partners gross margin1928202520234543(2)(4.3%)

Procurement and partners gross margin %9.9%16.2%9.7%12.5%8.5%13.0%11.1%10.4%(0.7%)

Analysis & KPI's - Managed data, network and services

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Collaboration282530353335656834.6%

Managed data and networks10110610410810710721221420.9%

Managed data, network and services revenue12913113414314014227728251.8%

Managed data, network and services product costs

2

(60)(61)(64)(75)(68)(69)(139)(137)21.4%

Managed data, network and services gross margin69707068727313814575.1%

Managed data, network and services gross margin %53.5%53.4%52.2%47.6%51.4%51.4%49.8%51.4%1.6%

2

Includes wide area network access, international data, network backhaul and videoconferencing platform costs.

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

FY20 vs FY21

The client count measures for IaaS, Security and Service Management have been retrospectively updated following improvements in the classification of clients that

consume more than one variant of a service across the Spark Group.

Spark New Zealand
Statement of cash flows

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Cash flows from operating activities

Cash received from customers 1,770 1,654 1,861 1,733 1,828 1,719

3,5943,547(47)(1.3%)

Interest receipts 18 17 17 17 16 16

3432(2)(5.9%)

Dividend receipts - 15 - - - -

---NM

Payments to suppliers and employees (1,314) (1,169) (1,396) (1,101) (1,319) (1,134)

(2,497)(2,453)441.8%

Payments for income tax (44) (91) (82) (58) (118) (70)

(140)(188)(48)(34.3%)

Payments for interest on debt (22) (23) (26) (26) (23) (23)

(52)(46)611.5%

Payments for interest on leases (13) (17) (14) (16) (16) (10)

(30)(26)413.3%

Payments for interest on leased customer equipment

assets

(2) (2) (3) (3) (4) (4)

(6) (8) (2) (33.3%)

Net cash flows from operating activities 393 384 357 546 364 494

903858(45)(5.0%)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment - 1 13 - - 6

136(7)(53.8%)

Proceeds from sale of business - - - 23 8 22

2330730.4%

Proceeds from long-term investments - 2 - - 6

-66NM

Payments for purchase of businesses - - (11) - - (25)

(11)(25)(14)NM

Payments for, and advances to, long-term investments (6) - (30) (5) (4) (9)

(35)(13)2262.9%

Payments for purchase of property, plant and

equipment and intangibles (excluding spectrum)

(258) (157) (273) (120) (214) (121)

(393) (335) 58 14.8%

Payments for spectrum intangible assets - - - - - (51)

-(51)

(51)NM

Payments for capitalised interest (3) (5) (4) (4) (3) (3)

(8)(6)

225.0%

Net cash flows from investing activities (267) (159) (305) (106) (213) (175)

(411)(388)235.6%

Cash flows from financing activities

Net proceeds from debt 182 (28) 207 (177) 100 (138)

30(38)(68)NM

Receipts from finance leases 3 3 2 4 2 4

66--%

Payments for dividends (229) (230) (229) (230) (167) (163)

(459)(330)12928.1%

Payments for leases (19) (17) (19) (23) (20) (36)

(42)(56)(14)(33.3%)

Payments for leased customer equipment assets (8) (9) (13) (15) (16) (18)

(28)(34)

(6)(21.4%)

Receipts from loans receivable - - - - - 1

-1

1NM

Net cash flows from financing activities (71) (281) (52) (441) (101) (350)

(493)(451)428.5%

Net cash flow 55 (56) - (1) 50 (31)

(1)1920NM

Opening cash position 55 110 54 54 53 103

5453(1)(1.9%)

Closing cash position 110 54 54 53 103 72

53721935.8%

FY20 vs FY21

Spark New Zealand
Analysis & KPIs - Free cash flows

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Net cash flows from operating activities

393 384 357 546 364 494 903858(45)(5.0%)

Payments for purchase of property, plant and

equipment and intangibles (excluding payments for

(258) (157) (273) (120) (214) (121) (393) (335) 58 14.8%

Payments for capitalised interest

(3) (5) (4) (4) (3) (3) (8)(6)225.0%

Payments for leases

(19) (17) (19) (23) (20) (36) (42)(56)(14)(33.3%)

Payments for leased customer equipment assets

(8) (9) (13) (15) (16) (18) (28)(34)(6)(21.4%)

Receipts from finance leases

3 3 2 4 2 4 66--%

excluding

-NM

Dividend receipts

- (15) - - - - ---NM

Increase/(decrease) in working capital

38 99 31 (48) (11) 15 (17)421NM

Underlying free cash flow146 283 81 340 102 335

421437163.8%

including

(Increase)/decrease in working capital

(38) (99) (31) 48 11 (15) 17(4)(21)NM

Free cashflow108 184 50 388 113 320

438433(5)(1.1%)

Analysis & KPIs - Movement in working capital

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

EBITDAI 489 601 500 613 502 622

1,1131,124111.0%

excluding

-NM

Impairments (5) 2 - (2) - (2)

(2)(2)--%

Other gains - 15 4 31 4 24

3528(7)(20.0%)

EBITDAI excluding impairments and other gains494 584 496 584 498 600

1,0801,098181.7%

Net cash flows from operating activities 393 384 357 546 364 494

903858(45)(5.0%)

excluding

-NM

Interest receipts 18 17 17 17 16 16

3432(2)(5.9%)

Dividend receipts - 15 - - - -

---NM

Payments for income tax (44) (91) (82) (58) (118) (70)

(140)(188)(48)(34.3%)

Payments for interest on debt (22) (23) (26) (26) (23) (23)

(52)(46)611.5%

Payments for interest on leases (13) (17) (14) (16) (16) (10)

(30)(26)413.3%

Payments for interest on leased customer equipment

assets

(2) (2) (3) (3) (4) (4)

(6) (8) (2) (33.3%)

Net cash flows from operating activities excluding

dividends, tax and net interest

456 485 465 632 509 585 1,097 1,094 (3) (0.3%)

EBITDAI excluding impairments and other gains 494 584 496 584 498 600

1,0801,098181.7%

less

Net cash flows from operating activities excluding

dividends, tax and net interest

456 485 465 632 509 585

1,097 1,094 (3) (0.3%)

Increase/(decrease) in working capital38 99 31 (48) (11) 15 (17)4 21 NM

Cash conversion92%83%94%108%102%97%102%100%-2%

FY20 vs FY21

FY20 vs FY21

Spark New Zealand
Group capital expenditure

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Cloud26101689112420(4)(16.7%)

Converged Communications Network (CCN)20111171512

1827950.0%

International cable construction and capacity purchases

111-1118119(2)(18.2%)

IT systems706273566656

129122(7)(5.4%)

Mobile network892992245848

116106(10)(8.6%)

Core sustain and resiliency362750153422

6556(9)(13.8%)

Other12135695

1114327.3%

Total capital expenditure (Excl. Mobile Spectrum)

264153247127192162374354(20)(5.3%)

Total capital expenditure (Excl. Mobile Spectrum) to

Operating Revenue

15.1% 8.6% 13.5% 7.1% 10.7% 9.0% 10.3% 9.9%

Mobile Spectrum-----51

-5151NM

Total capital expenditure (Incl. Mobile Spectrum)

264153247127192213374405318.3%

Total capital expenditure (Incl. Mobile Spectrum) to

Operating Revenue

15.1% 8.6% 13.5% 7.1% 10.7% 11.9% 10.3% 11.3%

Analysis & KPI's - Capital expenditure depreciation and amortisation

H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21FY20FY21

$m$m$m$m$m$m$m$m$m

%

Depreciation - property, plant and equipment12811811911412411823324293.9%

Depreciation - right-of-use assets

1

91310111111

212214.8%

Amortisation of intangibles

83747788858316416842.4%

Total capital expenditure depreciation and amortisation

220205206213220212418432143.3%

1

Includes depreciation on capacity right-of-use assets only as these are included within Spark’s definition of capital expenditure.

FY20 vs FY21

Capital expenditure is presented on an accruals basis, and includes purchase of property, plant and equipment and intangible assets, capacity purchases

(including Southern Cross) but excludes leased customer equipment assets.

FY20 vs FY21

On adoption of NZ IFRS 16 Leases, assets associated with capacity arrangements which were previously recognised within intangible assets have been

reclassified to right-of-use assets. Payments for capacity purchases remain within Spark’s definition of capital expenditure. Total depreciation on property

plant and equipment, depreciation on capacity right-of-use assets and amortisation of intangibles is reconciled below:

---

Principle 1:
Codes of Conduct

Spark has an integrated Company-wide

compliance framework. A Code of Ethics

(which applies to all employees) and a

Directors’ Code of Ethics, together set out

the standards by which Spark people are

expected to conduct themselves.

The Codes provide guidance on decision-

making and set out to instill a culture of

acting lawfully, ethically and responsibly.

The Code of Ethics contains links to Spark’s

core policies and details Spark’s values,

expected behaviours and sets out Spark’s

approach to conflicts of interest, bribery

and corruption, gifts and hospitality,

confidentiality, use of assets and

information, and compliance with laws. The

Codes also set out Spark’s compliance

escalation procedures that are designed to

be used to report breaches of Spark’s legal

obligations, the Codes themselves and

other Spark policies, either through the

Honesty Box confidential whistle-blowing

online portal or other avenues.

Online training modules as part of Spark’s

continuous education programme are used

to educate all staff about the Code of Ethics

and how to apply it. We reinforce this

training through regular in person sessions

and broader internal communication (emails

and intranet articles) across the business. We

also embed relevant aspects of the Code

into Spark “plays”. Plays are one-page online

guides on how to carry out common

activities at Spark. Training on the Directors’

Code of Ethics is coordinated by the

Company Secretary.

Copies of the Code of Ethics and the

Directors’ Code of Ethics can be found at:

www.sparknz.co.nz/about/governance

Trading Policies

The Insider Trading Policy and the Disclosure

Policy (together with the associated

procedures for implementation) are two of

Spark’s core policies that address the

treatment of material information and trading

in Spark and other issuers’ financial products

while in possession of material information.

Copies of the Insider Trading Policy and

the Disclosure Policy can be found at:

www.sparknz.co.nz/about/governance

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 Board and management of Spark New Zealand Limited (Spark) are committed to

maintaining high standards of corporate governance. The Board regularly reviews and

assesses Spark’s governance structures and processes to ensure that they are consistent with

international best practice, in both form and substance.

Spark is required to report against the NZX Corporate Governance Code (NZX Code) and,

as part of its commitment to best practice governance, has elected to take into consideration

and substantially complies with the ASX Corporate Governance Council’s Principles and

Recommendations (the Fourth Edition).

This statement is a snapshot view of Spark’s practices, processes and policies measured

against the principles of the NZX Code. It was approved by the Board on 17 August 2021

and is accurate as at that date.

Annual Corporate

Governance Statement

2021

1

Spark New Zealand Annual Corporate Governance Statement 2021
2

Principle 2:

Board Composition

and Performance

“To ensure an effective board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.”

Board

A key factor in Spark’s long-term growth

framework is strong governance, with focus

areas including proactive risk management

policies and having a diverse Board.

A biography of each Board member and the

Board skills matrix that outlines the

qualifications, capabilities, geographical

location, tenure and gender of each member

of the Board can be found in the Our Board

section of the 2021 Annual Report.

The Board of Directors is elected by

shareholders to protect and enhance the

value of the assets of Spark in the interests of

Spark and its shareholders. The Board has

statutory responsibility for the affairs and

activities of Spark, which in practice is

achieved through delegation to the Chief

Executive Officer (CEO) and those who are

charged with the day-to-day leadership and

management of Spark. The CEO has, in some

cases, formally delegated certain authorities

to direct reports and has established an

empowerment framework that sets out

decision rights at Spark.

More information regarding the respective

roles and responsibilities of the Board

and management is set out in the

Board Charter, which can be found at:

www.sparknz.co.nz/about/governance

The Board regularly reviews and assesses

Spark’s governance structures and processes

to ensure that they are consistent with

international best practice in both form

and substance.

Director Appointment

The procedures for the appointment and

removal of directors are governed by Spark’s

constitution, the Companies Act 1993 and

relevant stock exchange listing rules. Each

director has a signed letter of appointment or

employment agreement setting out the terms

of their appointment, including their duties,

terms, conditions of appointment,

expectations of the role and remuneration.

Spark directors have no fixed term of office

but are subject to the retirement provisions

contained in Spark’s constitution and relevant

stock exchange listing rules.

Recommendations for nominations of new

directors are generally made by the NOMs

and considered by the Board as a whole.

External consultants are from time to time

used to access a wide base of potential

candidates and to review the suitability of

candidates for appointment.

When recommending a candidate to act as

director, the NOMs takes into account such

factors as it deems appropriate, including the

candidate’s experience, qualifications,

judgement and personal qualities. In doing

so Spark will undertake appropriate checks,

including as to the candidate’s character,

education, criminal record and bankruptcy

history. The NOMs will review the candidate’s

skills and experience relative to the Board

skills matrix to determine whether they will

augment the existing Board skillset and

assess their availability to commit themselves

to the role.

If the Board appoints a new director during

the year, that person will stand for election

by shareholders at the next annual meeting.

Shareholders are provided with relevant

information on the candidates standing for

election in the notice of meeting.

Diversity and Inclusion

Spark’s talented workforce is a representation

of gender, ethnicity, culture and experience.

Spark’s Board believe that building greater

diversity and inclusion among our people

speaks to our role as a major New Zealand

company that shows leadership in areas

important to society. The Board also believes

that a highly inclusive, adaptive culture will

unlock future growth and ultimately deliver

enhanced customer experiences and

business performance. One of Spark’s major

initiatives is to invite all employees to make

the Blue Heart Pledge, which is an individual’s

personal commitment to support a ‘heart-led’

approach to diversity and inclusion at Spark.

Spark’s Diversity and Inclusion Policy sets out

the requirement for the Board to set and

review measurable objectives for achieving

diversity each year. The HRCC annually

reviews and reports to the Board on the

relative proportion of gender diversity that

Spark New Zealand Annual Corporate Governance Statement 2021
3

Principle 2 continued:

Board Composition

and Performance

“To ensure an effective board,

there should be a balance of

independence, skills, knowledge,

experience and perspectives.”

makes up Spark’s workforce and recommend

objectives to the Board. A copy of Spark’s

Diversity and Inclusion policy can be found

at: www.sparknz.co.nz/about/governance

For more details on the importance of

Diversity and Inclusion at Spark, and

reporting on our workforce demographics,

please see the Our People section of the

2021 Annual Report.

Director Training

The Board introduces new directors to

management and the business through

specifically tailored induction programmes,

depending on their needs. All directors are

regularly updated on relevant industry and

company issues. This may include visits to

Spark operations and briefings from key

Leadership Squad members or external

experts. There is an ongoing programme of

presentations to the Board by management

from across Spark. From time to time the

Board may also receive educational briefings

from companies in relevant industries. The

Board expects all directors to undertake

continuous education so that they may

appropriately and effectively perform

their duties.

Board, Committee and

Director Performance

The Board regularly discusses governance

and performance and annually reviews its

own performance as a whole against the

Board Charter and each committee’s

performance against its Charter. The Chair

meets with directors to discuss the

performance of each director individually.

Further, Board evaluations are undertaken

annually to seek director and Leadership

Squad feedback on a range of matters

relating to Board performance, including its

role and composition and engagement with

management, shareholders and stakeholders.

The collective results of the evaluation are

then reported to the Board by the Chair and

discussed individually with directors. The last

Board evaluation survey was undertaken in

August 2020 with the next Board evaluation

due to be completed by the end of the 2021

calendar year.

Director Independence

Spark’s Board Charter requires that a

majority of directors be independent.

When assessing independence the Board

will consider whether a director is free of

material relationships with Spark (other than

as a director) and other entities, and people

who could influence, or could reasonably be

perceived to influence, the director’s capacity

to exercise independent judgement and act

in the best interests of Spark and Spark’s

shareholders generally. The mere existence

of a relationship with Spark, or a customer

or supplier, may not necessarily mean that a

director is not independent. Rather, the Board

will assess each relationship on a case-by-

case basis to determine whether it is material

and might compromise the independence,

or perceived independence, of the director.

The Board will also consider the tenure of

each director when assessing independence

and succession planning.

Please see the Board’s statement regarding

Director independence at page 112 of the

2021 Annual Report.

Board Positions

The Chair is elected by the Board. The Board

supports the separation of the roles of Chair

and the CEO. The Chair’s role is to manage

and provide leadership to the Board and

to facilitate the Board’s interface with the

CEO. The current Chair, Justine Smyth, is a

non-executive and independent director as

required by the Board Charter. The Board

does not have a Deputy Chair.

The Company Secretary is responsible for

supporting the effectiveness of the Board by

ensuring that its policies and procedures are

followed and for coordinating the completion

and dispatch of the Board agendas and

papers. The Company Secretary is

accountable to the Board, via the Chair,

on all governance matters, as further

described in the Board Charter.

Spark New Zealand Annual Corporate Governance Statement 2021
4

Principle 3:

Board Committees

“The board should use committees

where this will enhance its

effectiveness in key areas, while

still retaining board responsibility.”

Spark’s Board establishes committees

to assist in the execution of the Board’s

responsibilities. Board committees do not

act or make decisions on behalf of the Board

unless specifically mandated by prior Board

authority to do so.

The current committees of the Board are:

• Audit and Risk Management

Committee (ARMC);

• Human Resources and Compensation

Committee (HRCC); and,

• Nominations and Corporate Governance

Committee (NOMs).

Other committees may be established from

time to time to consider matters of special

importance or to exercise the delegated

authority of the Board.

Each Board committee has a Charter

summarising the role, rights, responsibilities

and membership requirements for that

committee. The Board reviews the charters

of the Board committees annually and their

performance against those charters, with the

last review conducted in November 2020.

The Board committee charters can be found

at: www.sparknz.co.nz/about/governance

The Board is responsible for appointing

committee members and Chairs according

to the skills, experience and other qualities

they bring to the committee. All Board

committees are comprised of a majority of

independent directors. A committee Chair

is entitled to invite persons to attend

committee meetings as deemed necessary.

Spark management and employees can only

attend committee meetings at the invitation

of the committee.

Specific committee memberships and

attendance information are outlined on

pages 109 & 111 of the 2021 Annual Report.

ARMC

The Board has delegated responsibility to the

ARMC for reviewing Spark’s principal risks on

an at least annual basis. This ensures an

established risk management framework that:

• includes policies and procedures to

effectively identify, treat and monitor

principal business risks;

• assesses the effectiveness of the risk

management system and ensures it is

fit for purpose; and

• monitors compliance with the risk

management framework.

The ARMC is also tasked with ensuring the

quality, credibility and objectivity of Spark’s

accounting processes, including financial

reporting. The ARMC will discuss interim

financial statements with the Leadership

Squad, including whether the reporting is

consistent with the committee members’

information and knowledge and whether

it is adequate for shareholder needs.

The ARMC is comprised solely of non-

executive directors, and the Chair of the

ARMC is independent and is not the Chair

of the Board.

HRCC

The HRCC is responsible for reviewing

Spark’s remuneration policy and practices,

as well as Spark’s overall human resources

strategy, structure, policy and practices.

The remuneration of directors is reviewed

by the HRCC – taking account of Spark’s size

and complexity and the responsibilities, skills,

performance and experience of the directors

– with recommendations made to the Board

for approval.

NOMs

The NOMs role is to identify and recommend

to the Board individuals for nomination as

members of the Board and its committees

(taking into account such factors as it deems

appropriate, including experience,

qualifications, judgement and personal

qualities); and to develop and review Spark’s

corporate governance principles and make

recommendations to the Board. The NOMs is

also responsible for reviewing Board

succession planning.

Takeovers

Spark’s Board has put in place Takeover

Response Guidelines that set out the

procedure to be followed if there is a takeover

offer for Spark, including with regards to

communication between insiders and the

bidder, the preparation of an independent

advisor’s report and establishment of a Bid

Response Sub-committee.

Spark New Zealand Annual Corporate Governance Statement 2021
5

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.”

Continuous Disclosure

Spark is committed to providing material

information regarding Spark’s business and

operational performance to shareholders and

other stakeholders in compliance with

applicable laws and stock exchange

requirements. Pursuant to its Disclosure

Policy, Spark has an appointed Disclosure

Officer to authorise all financial market

communications. Together with the Company

Secretary, the Disclosure Officer is

responsible for overseeing Spark’s disclosure

practices and ensuring that all material

information is lodged promptly and without

delay with the relevant stock exchanges and

ensuring that the Board receives copies of all

material market announcements and is kept

informed of the nature and quality of the

information being disclosed to the market.

Authorised spokespersons are restricted to

reduce the risk of inconsistent

communications and to ensure that public

comments are within the bounds of

information already in the public domain

and/or information that is not materially

price sensitive.

Reporting

Spark’s financial reports are prepared in a

manner that is balanced, clear and objective.

The financial statements in the Annual Report

are prepared in accordance with NZ GAAP

and comply with NZ IFRS.

The Board requires that, prior to its approval

of financial statements, the CEO and Finance

Director make a declaration that, in their

opinion, Spark’s financial records have been

properly maintained and that the financial

statements comply with the appropriate

accounting standards and give a true and fair

view of the financial position and

performance of Spark; and that their opinion

has been formed on the basis of a sound

system of risk management and internal

control, which is operating effectively.

In addition to the published financial

statements Spark’s Annual Report provides

information on Spark’s performance on a

number of non-financial matters, including

environmental, social and governance

commitments, integrating elements of the

Global Reporting Initiative Standards.

Spark’s 2019 Annual Report adopted the

Global Reporting Initiative (GRI) Standards

and its 2020 Annual Report also adopted

elements of the Integrated Reporting

International <IR> Framework. Building on

this holistic approach to reporting, Spark’s

2021 Annual Report has been prepared in

accordance with the International <IR>

Framework and with the GRI Core Option and

also incorporates climate risk disclosure

aligned to the recommendations of the Task

Force on Climate-related Financial

Disclosures (TCFD).

Key Governance Documents

Spark’s website has a dedicated governance

section that contains Spark’s policies that

outline its core governance structures and

processes. This includes the Code of Ethics,

Board Charter (and the charters of the various

committees), Disclosure Policy, Insider

Trading Policy, Diversity and Inclusion Policy

and other principal corporate governance

documents: www.sparknz.co.nz/about/

governance

Spark New Zealand Annual Corporate Governance Statement 2021
6

Principle 5:

Remuneration

“The remuneration of directors

and executives should be

transparent, fair and reasonable.”

Policies and Practices

The HRCC is responsible for Spark’s

remuneration policy and practices and is also

ultimately responsible for ensuring Spark

meets legislative and regulatory requirements

as they relate to remuneration matters.

Spark is committed to ensuring that the

remuneration of directors is transparent, fair,

and reasonable and subject to shareholder

approval if required.

For more details on director and executive

remuneration please see the Leadership and

Board Remuneration section of the 2021

Annual Report.

Directors

Non-executive director remuneration is

determined with consideration of the size

and complexity of Spark and relative market

activity. From time to time independent

consultants are engaged for benchmarking

purposes to ensure that the remuneration of

Spark’s non-executive directors is appropriate

and comparable to that of similar companies

in New Zealand and, as relevant, Australia.

Non-executive directors are also expected

to purchase and hold an amount of Spark

shares within the first three years of

their appointments.

Jolie Hodson, as an executive director, does

not receive any director fees.

Further details on non-executive director

remuneration can be found at pages 60, 109

& 110 of the 2021 Annual Report.

Further details on directors’ Spark

shareholdings can be found at pages 112 &

116 of the 2021 Annual Report.

Executives

The Leadership Squad’s remuneration

consists of a fixed remuneration component

and at-risk short-term and long-term

incentives. Spark’s STI rewards senior leaders

for the achievement of annual performance

objectives, with payments awarded from a

fixed cash pool that is set based on overall

Spark performance against financial and/or

non-financial annual performance objectives.

Spark believes that senior leaders should

have part of their remuneration linked to the

long-term performance of Spark. For the

Leadership Squad and a select group of

senior leaders, a long-term incentive,

which vests after three years contingent on

continued employment and Spark achieving

a performance hurdle, forms part of their

remuneration packages.

Further details on Leadership Squad

remuneration can be found at pages 58 & 59

of the 2021 Annual Report.

CEO

The CEO’s remuneration package reflects

the scope and complexity of the role and

is set by the Board, with reference to the

remuneration of CEOs of similarly sized

organisations. For FY21 the CEO’s

remuneration package comprises a fixed

cash component, an at-risk short-term

incentive and an at-risk long-term incentive.

The CEO’s annual cash-based short-term

incentive is subject to the achievement of

specific performance objectives set by the

Board based on Spark’s strategy and business

plan for the respective financial year. The

CEO’s annual long-term incentive will be

granted as options under Spark’s LTI,

contingent on continued employment

and Spark achieving a performance hurdle.

The CEO is also expected to purchase and

hold an amount of Spark shares.

Further details on CEO remuneration can

be found at pages 60, 110 & 111 of the 2021

Annual Report.

Spark New Zealand Annual Corporate Governance Statement 2021
7

Risk Management

“Directors should have a sound

understanding of the material

risks faced by the issuer and how

to manage them. The board

should regularly verify that the

issuer has appropriate processes

that identify and manage

potential and material risks.”

Spark’s Agile organisation design and

practices empower its people to make

decisions and manage the risks associated

with achieving Spark’s strategy and business

objectives. Strong corporate governance,

including a highly effective and integrated

risk management framework, helps Spark

people to make good business decisions that

create stakeholder value. Spark’s Managing

Risk Policy and Framework is benchmarked

to the COSO ERM 2017, a leading enterprise

risk management standard.

Spark’s Managing Risk Policy and Framework

is designed on the principles that managing

risk creates, protects and enhances value.

It is embedded in decision-making processes

and accountability structures so that uncertainty

and risks can be managed effectively. It is

iterative and responsive to change so that it

remains effective when external and internal

forces require Spark to adapt its priorities

and operating models. A copy of Spark’s

Managing Risk Policy can be found at the

following link:

www.sparknz.co.nz/about/governance/

The ARMC plays an important role and is

responsible for ensuring that management

has established a risk management

framework. Spark’s Risk Team is accountable

for designing and managing this framework

and provides the ARMC with regular updates

about its performance and evolution.

The ARMC reviews management’s principal

risk profile annually. It also receives reports

on the effectiveness of the implementation

and operation of the policies and systems

designed to manage risk. The ARMC receives

quarterly reporting from the Risk, Internal

Audit and Fraud Lead that discusses progress

against the approved Risk, Internal Audit and

Fraud Plan. Information reported includes the

priorities, updates about the evolution of the

Managing Risk Framework, findings from its

internal audit reviews, updates about the

status of previously raised items and fraud

risk management.

The ARMC receives an annual assessment to

confirm the Managing Risk Framework is

designed and operating effectively. The last

assessment was undertaken in August 2021

as part of year-end procedures. Every three

years Spark also has an external review to

ensure it continues to be fit for purpose and is

operating effectively. The next review is

scheduled to occur in FY22.

A summary of Spark’s Managing Risk

Framework and Spark’s identified principal

business risks and mitigations are outlined in

the Our Governance and Risk Management

section of the 2021 Annual Report.

Health and Safety

The health, safety and wellbeing of people

is of the utmost importance to Spark. A

safe and healthy workplace is one in which

people and suppliers are accountable and

empowered to work together to protect and

promote the health, safety and wellbeing of

all. To achieve this Spark has established four

pillars of health and safety: a clearly defined

Health and Safety framework; active hazard

and risk management; development of an

employee-driven safety culture; and the right

resources and processes to deliver on the

framework. Integral to the framework is the

H&S Information System, which shapes and

monitors key performance indicators across

the business, focusing on Spark’s strategic

objectives, targets and managing critical

hazards and risks. The Board and Leadership

Squad are both integrally involved in health

and safety strategic planning, implementation

and monitoring. Furthermore, Spark have

introduced a new wellbeing programme to

help create a healthy working environment

in which the promotion and maintenance of

the highest degree of physical, mental, and

social wellbeing will be applied for its people.

Further details regarding Spark’s health and

safety performance can be found in the Our

People section of the 2021 Annual Report.

Principle 6:

Spark New Zealand Annual Corporate Governance Statement 2021
8

Auditors

“The board should ensure the

quality and independence of

the external audit process.”

External Audit

Oversight of Spark’s external audit

arrangements is the responsibility of the

ARMC. The External Auditor Independence

Policy and ARMC Charter, together, establish

a framework for Spark’s engagement

with the external auditor. The objective

of this framework is to ensure that audit

independence is maintained, both in

fact and appearance, such that Spark‘s

external financial reporting is viewed as

being highly reliable and credible.

The ARMC is responsible for the appointment

of Spark’s external auditor, its terms of

engagement and the level of fees incurred

(subject to shareholder approval). The ARMC

Charter outlines the nature of the services

permitted to be performed and those

not permitted to be performed by the

external auditor.

The ARMC Charter requires that the

committee annually assesses and confirm to

the Board the independence of the external

auditor after consideration of the External

Auditor Independence Policy criteria. Regular

rotation of the external audit firm is not

mandated, however, rotation of the key audit

partner of Spark is required every five years.

Procedures for communication between the

ARMC, the External Auditor and Management

are set out in the ARMC Charter.

Representatives of Spark’s external auditor

are available at Spark’s annual meeting to

answer shareholder questions about the

conduct of the audit and the content of

the External Auditor’s reports.

Given KPMG had been Spark’s external

auditor since 1 July 2002, the Board

considered it was the appropriate time to

rotate its external auditor in time for FY21.

Following a formal request for proposal for

external audit services, the Board

recommended that Deloitte be appointed as

its new external auditor in March 2020. This

recommendation was formally approved by

shareholders at Spark’s Annual Meeting held

in November 2020.

The Audit and Risk Management Committee

Charter and the External Auditor

Independence Policy can be found at:

www.sparknz.co.nz/about/governance

Internal Audit

The Spark Internal Audit Team’s primary

objective is to assist the Board and CEO to

exercise good governance by providing

independent assurance on Spark’s control

and risk management processes. The ARMC

approves the appointment and oversees the

performance of Spark’s Risk, Internal Audit

and Fraud Lead, who is accountable for

leading Internal Audit and reports directly to

the Chair of the ARMC. The Internal Audit

Charter defines the objectives, scope,

independence, responsibilities and authority.

Internal Audit is independent from the

activities and operations it audits and has

unrestricted access to Spark’s records and

employees.

Internal Audit regularly performs audits

across Spark. It works to an annual Risk,

Internal Audit and Fraud Plan that outlines the

risk themes, objectives and key results over

the plan year. The ARMC approves this plan

and ensures that the Internal Audit is

appropriately staffed and that its scope of

work is appropriate for the key risks facing

Spark. Priorities for the next meeting are

approved following consultation with the

ARMC and other relevant stakeholders

e.g., Leadership Squad members.

Principle 7:

Spark New Zealand Annual Corporate Governance Statement 2021
9

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.”

Shareholder Communications

and Disclosure

Spark is committed to promoting a fair,

orderly and transparent market through

comprehensive continuous disclosure and

ensuring shareholders are able to exercise

their rights in an informed manner.

Spark’s Disclosure Policy and associated

procedures governs communications with

shareholders and other stakeholders. All

material information is lodged promptly

and without delay with the relevant stock

exchanges. Once lodged the information

will also be published on Spark’s website,

with further dissemination through broadcast

emails to news agencies and other market

commentators where appropriate. Spark

may make available on its website any

other relevant information made available to

investors/analysts (e.g. presentation materials).

Spark provides shareholders with the option

to receive communications from, and send

communications to, Spark electronically.

Spark is committed to maintaining multiple

channels of shareholder communications

and engagement, which currently includes:

1. Semi-annual earnings announcements

via audio conference;

2. Semi-annual post-results briefings with

investors in New Zealand and Australia;

3. Regular ad hoc one-on-one and group

investor and analyst meetings;

4. An Annual Meeting with virtual

participation via webcast and audio;

5. An annual report and corporate

governance statement;

6. Semi-annual shareholder newsletters;

7. Investor briefing days (where

appropriate); and

8. Regular investor roadshows.

As a result of COVID-19 and ongoing travel

restrictions, the Investor Relations programme

has been adapted with engagement between

Spark and international investors being

held virtually. Spark remains committed to

maintaining its investment profile in key

investment markets in the US, UK, Asia and

Australasia to ensure that its strategies and

opportunities are understood and the market

is fully informed.

Spark’s Investor Website

Spark’s website is an important avenue of

communication with shareholders and other

stakeholders. Spark maintains a dedicated

investor website (investors.sparknz.co.nz)

which contains market releases, financial

information, current and past annual reports,

investor presentations and webcasts,

dividend and share price histories, notices

of meeting, biographies of Spark directors

and Leadership Squad, investor contacts,

important calendar dates and other

information about Spark.

Annual Meetings

All Spark shareholders are encouraged

to participate in the annual meeting

including virtually via an online annual

meeting platform or audio conference,

where shareholders can vote, ask questions

and watch the meeting via webcast.

Shareholders can also electronically appoint

and direct proxies to vote on their behalf at

the annual meeting.

The annual meeting webcast will be

archived on the Spark investor website

after the meeting.

The annual shareholders’ notice of meeting is

posted on Spark’s website as soon as possible.

Spark is committed to ensuring that each

shareholder who invests in Spark has the right

to vote on major decisions that may change

the nature of the Company. All of Spark’s

shareholders have the right to one vote per

share and voting at the annual meeting is

conducted by poll.

Spark New Zealand Annual Corporate Governance Statement 2021
10

ARMC

Audit and Risk Management Committee

HRCC

Human Resources and Compensation Committee

LTI

Long-Term Incentive Scheme, which is part of Spark

Leadership Squad and CEO remuneration

NOMs

Nominations and Corporate Governance Committee

NZ GAAP

Generally Accepted Accounting Practice in

New Zealand

NZ IFRS

New Zealand equivalents to International Financial

Reporting Standards

Spark

Spark New Zealand Limited

STI

Short-Term Incentive Scheme, which is part of Spark

Leadership Squad and CEO remuneration

There are terms used in this document that

may be unfamiliar these are what each mean:

Glossary

---

STATEMENT ON
MODERN SLAVERY

Spark New Zealand Statement on Modern Slavery 2021
2

This modern slavery statement is made on behalf of Spark New

Zealand Limited (“Spark” and together with its subsidiaries, the

“Spark Group”) for the period from 1 July 2020 to 30 June 2021.

It has been prepared pursuant to the requirements of the Australian

Modern Slavery Act 2018.

This report was approved by the Spark New Zealand Board on

17 August 2021.

Justine Smyth, CNZM

Chair

Spark New Zealand Limited (NZX: SPK, ASX: SPK)

Spark is committed to upholding human rights – both within our own

operations and throughout our supply chain. This means the fair and

respectful treatment of all our people, and a focus on providing

fulfilling and rewarding employment. It means complying fully with

the law, but also going above and beyond compliance – acting

professionally, ethically, and responsibly as we deliver customer

outcomes, contribute to the community, and create shareholder

value. It means sourcing our products and services from suppliers

that provide safe working conditions, treat workers with respect and

dignity and conduct business in an environmentally and socially

responsible manner.

We are committed to taking meaningful action to identify, mitigate

and manage any modern slavery risks – and to continuously

improving our approach.

2

Modern Slavery Act

Statement 2021

Contents

Our business 3

Our operations 4

Our people 5

Our supply chain 7

Effectiveness of Spark’s

approach 9

Spark New Zealand Statement on Modern Slavery 2021
3

The Spark Group

Spark New Zealand Limited is the parent

entity of the Spark Group. Spark is publicly

listed, and our issued shares are quoted on

the New Zealand Stock Exchange (NZX) and

Australian Securities Exchange (ASX).

Spark is a reporting entity for the purposes of

the Modern Slavery Act 2018. Spark

engaged and consulted with the relevant

companies we own or control (the Spark

Group) in the development of this statement.

As at 30 June 2021 the Spark Group

comprised 29 controlled entities.

Spark New Zealand Trading Limited is the

main trading entity within the Spark Group

and is the parent company of many of Spark’s

operating subsidiaries.

Spark Finance Limited is the finance company

for the Spark Group and raises debt funding

in New Zealand and Internationally. The

majority of these funds are then advanced to

other members of the Spark Group in order

to assist in funding the group’s operations.

Spark Finance is listed on the NZDX as SPF.

More information on significant subsidiaries

and controlled entities in the Spark Group as

at 30 June 2021 (including ownership

percentages and principal activity

information) is available in the Spark Annual

Report on pages 103 & 117.

More information on our financial

performance and business strategy may be

found on our corporate website at

investors.sparknz.co.nz/Investor-Centre

Corporate governance and

risk management

Our approach to managing modern slavery

risks is supported by our high standards of

operational performance, corporate

governance, and risk management.

The Board regularly reviews and assesses

Spark’s governance structures and processes

to ensure that they are consistent with

international best practice, in both form and

substance. Spark corporate policies apply at a

group level and our governance structures

ensure the Spark Group of entities adhere to

expected standards of conduct. Copies of,

and details about, Spark’s corporate

governance policies, practices and processes

can be found on our website at:

www.sparknz.co.nz/about/governance

Our managing risk policy and framework

helps people to manage uncertainty and

challenges as they pursue Spark’s strategy

and business objectives. The policy, overseen

by the Audit and Risk Management

Committee (ARMC), confirms the objectives

for identifying and managing risks that can

impact Spark’s organisational performance.

The policy and framework are benchmarked

to COSO ERM 2017 (COSO), a leading

practice risk management standard. Spark has

used this standard since July 2018 when we

transitioned to the Agile Operating Model.

For more information on our risk

management processes, see the Spark

Annual Report 2021, pages 52 to 54.


Spark’s purpose is to help all of

New Zealand win big in a digital

world. We are New Zealand’s

largest telecommunications and

digital services provider. Our

customers range from consumers

and households to large

enterprises, and our services

include mobile and broadband

connectivity, cloud connectivity

and IT services.

Spark New Zealand

Limited

Spark Finance

Limited

Spark New Zealand

Trading Limited

Spark New Zealand Trading

Entities (12)

Spark Group

Entities (15)

Our corporate structure

Our businesses

Spark New Zealand Statement on Modern Slavery 2021
4

Through the Spark, Skinny and BigPipe

brands we provide mobile and broadband

connectivity, digital services and devices,

to consumers and households, and to some

small businesses.

Through our Spark, CCL, Digital Island,

Qrious and Leaven Brands we provide a

range of digital services to

business customers, from small to medium-

sized enterprises through to government

departments and large enterprises. These

include cloud connectivity, IT services, data

analytics and data-powered marketing,

cyber security, procurement and business

transformation services. Our Telegistics

business assists our channel partners

across New Zealand with supply chain

and distribution solutions.

Spark owns a 50% shareholding in a network

construction business Connect 8. For the

purposes of this report, Connect 8 is treated

as a supplier of network construction services

to Spark, and has signed up to our Supplier

Code of Conduct (see below).

Through our Wholesale business we

resell telecommunications services within

New Zealand and provide International

Mobile Roaming connectivity to the

customers of offshore telecommunications

carriers. We have relationships with more

than 370 of these carriers globally.

We are building businesses in emerging

growth areas: we have a nationwide

Internet of Things (IoT) network and

platforms; through Spark Health we deliver

a tailored suite of telco and IT services for

the health sector and are developing a

Digital Health Platform; and we have a

sports streaming and production service,

Spark Sport. Our emerging technology

business Mattr creates solutions for

verifiable data and digital trust.

The Spark Foundation is the charitable arm

of Spark and has a mission to ensure no

New Zealander is left behind in a digital

world. It seeks to achieve this by

accelerating equitable access and

capabilities through giving, advocacy

and targeted investment opportunities.

How we mitigate modern slavery risks in

our operations

Our approach to corporate governance,

as outlined above, alongside our values,

Code of Ethics, Supplier Code of Conduct,

and Whistleblowing procedures (all detailed

below) assist us to mitigate the risks of

modern slavery in our operations. We strive

for a culture where Spark people are

committed to doing the right thing, to using

company policies (such as the Code of Ethics)

to help inform and determine what the right

thing is, and to feel safe raising the alarm if

they have concerns.

In addition, we have checks and balances in

place in specific areas. For example, our

wholesale business checks all requests for

roaming relationships against the UN, US, UK

and NZ MFAT sanctions lists and regularly

monitor these for changes. It also checks and

monitors the ownership of all new and

existing carrier partners – and will turn down

requests for roaming agreements where we

believe it is appropriate to do so.

Our operations

Spark provides a broad range

of telecommunications and

digital services.

Spark New Zealand Statement on Modern Slavery 2021
5

Our direct workforce

As at 30 June 2021, Spark directly employed

5,083 people, with more than 99% of these

people located in New Zealand.

We employ people with a broad range of

skillsets, ranging from customer service to

engineering to professional services.

Spark meets all the requirements of New

Zealand employment law for our NZ-based

direct workforce, and in many cases goes

above and beyond statutory requirements.

Our Hiring People Policy ensures that “right to

work” checks are undertaken, and work

cannot commence without valid

documentation. Our remuneration framework

and practices in most cases ensures that all

employees are paid rates above the

minimum wage, with governance provided

by our Human Resources and Compensation

Committee.

Spark has a diverse workforce and has a

strong diversity and inclusion programme

to ensure our people feel valued, respected,

and confident to bring their whole selves to

work. We use an open employee feedback

tool which enables our people to share their

views and ideas, and other internal

communication tools to ensure openness and

transparency regarding the way we work.

Spark people undertake compliance training

on a range of topics including (but not limited

to) our Code of Ethics, health and safety,

security and privacy, and our policies around

discrimination, bullying, diversity and

inclusion and harassment.

Spark employs interns across our business in

a range of areas. We have a general policy of

paying our interns at least the minimum wage

(rather than requiring them to give their time

for free), and we ensure they are given

meaningful career opportunities. Around one

in five of these interns are engaged through

programmes such as the First Foundation as

part of our focus on diversity and inclusion.

These interns are supported with

scholarships, work experience and

mentoring. Occasionally we have people that

volunteer their time in order to gain work

experience or knowledge in a particular area

– for example our Agile transformation. These

are short-term arrangements and we will

continue to monitor this practice to ensure it

is always beneficial for the volunteer.

Our indirect workforce

We have an indirect workforce of almost

3,000 with the majority of these located in

New Zealand and approximately 500 people

located offshore. We recognise our indirect

workforce could potentially face higher risks

of modern slavery than those employed

directly by Spark, and we have checks and

balances in place to mitigate this.

Our indirect workforce in New Zealand is a

diverse mix of agency contractors,

consultancy firms, independent contractors,

and people employed by our Business Hubs

- which operate under a licencing model. It

includes people such as cleaners and security

staff who work in Spark buildings.

Our New Zealand-based indirect employees

are all protected by New Zealand labour laws

and are governed by a range of different

contractual arrangements depending on the

type of work they do and where we have

engaged them. Our independent contractors

and agency staff who contract directly to

Spark are all engaged in accordance with our

own employment hiring process in terms of

proof of right to work and rates of pay.

Of our people located offshore, the majority

are in Manilla, where we contract with an

offshore partner to run customer care centres

to service our customer base in New Zealand.

We require our partner in Manilla to make

formal commitments around its mitigation of

modern slavery risk. Our partner has

confirmed that it adheres to fair pay practices,

including paying employees for all time

worked, and that all its employees,

contractors and suppliers must comply fully

with its Equal Employment Opportunity Policy

and applicable employment laws. We also

outsource some IT Services work to contract

staff at two different IT services businesses,

both headquartered in India. The number of

contractors from these businesses who are

Our people

1 See http://www.firstfoundation.org.nz/ for more information.

Spark New Zealand Statement on Modern Slavery 2021
6

working with Spark fluctuates depending on

the work required, but at 30 June 2021 it was

a little over 100 people, with around two

thirds based in New Zealand and a third

offshore in India or Australia. Both

organisations have signed up to our Supplier

Code of Conduct.

Our retail network

We operate 65 retail stores and 24 Business

Hubs (providing connectivity and digital

solutions to small-to-medium enterprises) –

and these are located throughout

New Zealand. We also have dealership

arrangements with major retail chains across

New Zealand to sell Spark products and

services.

Spark owns all of its retail stores, and all the

people working in Spark stores have an

employment agreement directly with Spark.

Our Business Hubs are operated by third-

party licensees. In this model we understand

the need to ensure the rights of Hub

employees are upheld, and we do this by

requiring within the licence terms that the

terms of employment between the licensee

and the staff member must “comply with all

statutory and legal requirements”. We have

recently revised the licence agreement, under

which licensees must now offer employment

on terms substantially consistent with a

template agreement provided by Spark

(being a fit-for purpose agreement that meets

minimum legal requirements).

Our Values and Code of Ethics

Our values are the cornerstones of our

culture. Our four values are:

• Tūhono: we connect

• Māia: we are bold

• Whakamana: we empower

• Matomato: we succeed together

Our Code of Ethics sets the standards we

expect of our people when it comes to how

they do business. Included in the document

are the behaviours expected of Spark people,

which include the expectation they will:

• Undertake their duties in accordance with

Spark New Zealand’s values;

• Conduct themselves in a way that

demonstrates that their honesty and

integrity is beyond question;

• Conduct themselves in a professional

manner that upholds and strengthens the

image and reputation of Spark New

Zealand;

• Deal fairly and honestly with Spark New

Zealand’s people, professional advisors,

customers, and suppliers;

• Not enter into transactions or make

promises on behalf of Spark New Zealand

that we are unable or do not intend to

honour;

• Undertake their duties with care and

diligence;

• Value individuals’ differences and treat

people with respect in accordance with

Spark New Zealand’s Equal Employment

Opportunities and Anti-Harassment and

Discrimination Policies.

The full Code of Ethics may be found here:

www.sparknz.co.nz/about/governance

Grievance mechanisms

We have a range of avenues for our people

to pursue if they are concerned about Spark

or people within Spark not living up to our

values or our Code of Ethics – including any

instances where our business or our people

are instigating or allowing modern slavery

practices. These are set out in detail for Spark

people in our whistleblowing process, which

is documented and available to all Spark

people. We encourage the reporting of any

concerns our people have about compliance

issues or serious wrongdoings. Anyone who

is not comfortable reporting an issue to their

people leader can use Spark’s Honesty Box

process, an online reporting tool that enables

investigation of any concerns raised by

specialist staff while maintaining the

confidentiality of the reporter. We also

provide avenues where people can raise

concerns without providing any information

about their identity at all.

Spark works with submitters to ensure they

do not suffer any adverse treatment as a

result of any reports made in good faith.


Our people (cont.)

Spark New Zealand Statement on Modern Slavery 2021
7

About our supply chain

Our business relies on more than 2,300 local

and global suppliers. Each year we spend

around $2 billion to support our business and

meet our customers’ needs. Our supply chain

is complex, as our direct suppliers often have

suppliers of their own – who themselves rely

on other suppliers and so on.

Through our supply chain we source a large

number of products and services from

New Zealand and around the globe. Of our

total spend, around 90% is with our top 100

suppliers – and for this reason, in this report

we have chosen to focus on data for those top

100 suppliers.

Around 65% of our spend with these top 100

suppliers is with suppliers offshore and 35%

with NZ-based suppliers. Approximately 6%

of this spend is with suppliers based in

countries identified as having higher-risk of

non-compliance with human rights or

modern slavery requirements

2

, and around

2% with suppliers in medium-risk countries.

However, we recognise the need to go

beyond the location of a supplier’s head

office when it comes to mitigating the risks of

modern slavery, because the manufacture of

many of our products will be in a different

location to the supplier’s head office. The

global nature of our supply chain means we

must constantly monitor and review our

approach to reduce the risks of modern

slavery (as further outlined below in

“Effectiveness of Spark’s Approach”), and we

require our suppliers to be accountable for

their own supply chain’s compliance with

modern slavery requirements. This sub tier

accountability is integrated into our Supplier

Code of Conduct (see below).

Most of our electronics and network

components spend is with large,

multinational companies who supply us with

finished products. We do not manufacture

our own products. Instead, we work with

original design manufacturers (ODM) to

produce Spark-branded devices. The goods

we procure are manufactured across the

world. Source locations include USA, China,

South Korea, United Kingdom, and Sweden.

The services we procure are predominantly

provided in New Zealand, Australia, India and

the Philippines.

Spark’s biggest categories of spend include:

• The purchase of equipment and services

for our customers (primarily business

customers) either when Spark is acting as

a reseller or a provider of managed

services. This includes items such as

mobile devices, IT equipment services

and support;

• Goods and services sold to Spark for the

purposes of maintaining and providing

telecommunication networks; and

• Goods and services sold to Spark to

enable our IT environment.

The remainder is spent on a range of services

such as marketing, corporate services,

content rights, electricity, travel, freight and

courier, office supplies, and leasing.

Managing modern slavery risks in our

supply chain

Spark is committed to sourcing our products

and services from suppliers that provide safe

working conditions, treat workers with respect

and dignity and conduct business in an

environmentally and socially responsible

manner. Our Supplier Code of Conduct (the

Code) sets out the minimum standards we

expect from our suppliers across labour and

human rights, health and safety,

environmental sustainability, and ethical

business practices.

Section 3.1 of the Code sets out our

approach to Labour and Human Rights. This

requires that our suppliers ensure workers are

treated in a manner consistent with

international human rights standards,

including the UN Universal Declaration of

Human Rights, UN Convention on the Rights

of the Child, and the International Labour

Organisation Core Conventions.

2 High risk countries as defined by guidance in the United Nations Environment Programme Finance Initiative.

This was cross-checked with other more recent data sources to ensure we’ve identified the most important

geographies.

Our supply chain

Spark New Zealand Statement on Modern Slavery 2021
8

See www.sparknz.co.nz/suppliers for

more detail.

The Supplier Code of Conduct was

introduced in FY18. To embed the Code, we

worked with our top 100 suppliers by

contract value to ensure they were signed up

to the Code or could demonstrate they are

adhering to an existing equivalent code of

practice. We also used the Code as a basis for

four comprehensive paper-based audits of

large, offshore-based suppliers. These were

significant suppliers operating in high-risk

locations. The assessments, which were

validated through evidence provided and

assertions by Supplier Management, showed

all four suppliers were adhering with the

Code.

We require all new suppliers to sign up to the

Code as part of their onboarding process and

have this process integrated into our

procurement systems and processes. We do

have a small number of legacy or non-

standard processes which do not yet require

a supplier to sign the Code, and we will be

working to remove and/or update those early

in FY22. After this time, signing up to the

Code will be fully integrated into our

procurement processes across all spend

categories.

In FY21 the only suppliers who did not sign

up to Spark’s Code were either global

suppliers that have their own code of conduct

which Spark deemed equivalent to the Spark

Code, or suppliers deemed low risk based on

the services provided and the nature of the

supplier – for example if the business is

subscribing to a piece of software for a short

period of time and there is no request for

proposal (RFP) process involved in

selecting it.

If we become aware that a supplier is

unable to meet the requirements of the

Code, we work with them to implement our

process of remediation plans and timeframes.

We have ongoing conversations with

suppliers that are managed in our framework.

Our Code enables us to suspend or cancel

a non-compliant supplier’s supply of any

goods or services to Spark, including

suspending the payment of any associated

invoices, until that non-compliance is

remedied to Spark’s satisfaction. It also

enables us to terminate any or all of the

supplier’s contracts with Spark.

We incorporate environmental, social and

ethical considerations into our supplier

selection processes, including using a scored

section in our RFP process where we seek

information from suppliers on their non-

financial performance and credentials. While

our initial focus for our Supplier Code of

Conduct audits and checks has been on our

top 100 suppliers, we are conscious there

may be suppliers who do not sit in this

category who also bring risks of modern

slavery due to the nature of their business –

for example, those that employ migrant

labour. In the coming financial year, we will

investigate how we can more effectively

monitor and mitigate any modern slavery

risks within this part of our supply chain.

In FY21 we recommenced our auditing of

suppliers against the Supplier Code of

Conduct. At the start of FY22 we completed

audits of a further four suppliers across a

range of product categories.

Our Supplier Code of Conduct is

underpinned by our Spark Value

Management Policy, which sets out detailed

guidelines for Spark people who are

engaging suppliers – including the

requirement to source and procure goods

and services ethically and responsibly. We

also require suppliers to sign up to Spark’s

Supplier Health and Safety Policy.

Our supply chain (cont.)

Spark New Zealand Statement on Modern Slavery 2021
9

We have an established operating model to

monitor achievements against our objectives.

This includes strong risk and issues

management, along with processes to ensure

we adapt and respond to planned and

unplanned challenges where necessary. We

are focused on maintaining and enhancing

awareness of modern slavery risks across

Spark and its supply chain, and have people

and processes align to deliver this.

We are a values and purpose-driven business,

with a strategic focus on building a diverse

and inclusive culture, a track record of strong

corporate governance, and a Code of Ethics

and a Supplier Code of Conduct – both of

which are deeply embedded in our relevant

business systems and processes. These are all

underpinned by a culture that encourages

our people to speak up if they are

uncomfortable or concerned about anything

they see.

As a publicly listed, consumer-facing and

high-profile (within New Zealand) business,

we are subject to a healthy level of scrutiny

from our stakeholders. Our shares are held by

a geographically diverse shareholder base

who hold us to account on issues of

sustainability and social responsibility.

Sustainability is a key pillar of our business

strategy, and we have been continuously

improving and expanding our disclosure on

our non-financial performance in the past few

years. Our Annual Report for FY21 was

prepared in accordance with the International

<IR> Framework and the GRI Core Option,

and we have worked to continuously improve

our compliance with both frameworks over

the past three financial years.

We are a New Zealand-based company with

the vast majority of our operations, people

and customers located in New Zealand and

subject to New Zealand’s strong labour,

employment, and anti-corruption legislation.

This means we have a lower risk of modern

slavery in our operations than we would

otherwise, but we cannot be complacent.

There have been recent instances of modern

slavery in New Zealand and we recognise the

need to raise awareness of slavery risks

amongst our people, many of whom may

assume “that doesn’t happen here”.

To fully assess our effectiveness in this area,

we will need to benchmark ourselves against

other, similar organisations and evaluate our

strengths and weaknesses. We will be doing

further evaluation of our approach, and will

identify actions for improvement, in FY22.

This will include engagement with relevant

companies we own or control to ensure

identification of risk and alignment with the

Spark Group approach.

As first steps we intend to back up our

Supplier Code of Conduct with regular audits

of our direct suppliers, to ensure we are

assessing for modern slavery risks effectively.

As outlined in the “Our Supply Chain” section

of this statement, we initiated four further

audits of suppliers against the Code in FY21.

These were completed at the start of FY22.

We also recognise that while our Supplier

Code requires our suppliers to provide

assurance there are no instances of modern

slavery in their own supply chains, best

practice is to identify modern slavery risks

beyond our immediate supplier relationships.

We will be investigating possible avenues for

assessing risk in this sub tier in FY22.

Effectiveness of Spark’s approach

Spark is committed to identifying,

monitoring, and measuring the

risks of modern slavery in our

operations and supply chain.

spark.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.