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Fletcher Building strong FY21 result, final dividend 18cps

Full Year Results17 August 2021FBUMaterials

Fletcher Building Limited, Private Bag 92114, Auckland 1142, 810 Great South Road, Penrose, Auckland 1061, New Zealand



Fletcher Building delivers strong FY21 result, final dividend of 18 cps


Auckland, 18 August 2021: Fletcher Building today announced its audited financial results for

the year ended 30 June 2021 (FY21).


Summary:

• Revenue of $8,120 million, up from $7,309 million in FY20

• Net Profit After Tax of $305 million, compared to a loss of $196 million in FY20

• EBIT before significant items of $669 million

• Return on Funds Employed before significant items of 18.6%

• Cash flows from operations of $889 million

• Strong balance sheet with net debt of $173 million and liquidity of $1.6 billion

• Final dividend 18 cents per share, bringing full-year FY21 dividend to 30 cps

• On-market share buyback programme of up to NZ$300 million through to Jun-22


Chief executive Ross Taylor said: “Fletcher Building’s strong FY21 financial result reflects the

significant work carried out over the past three years to reset and simplify the business. We are

confident we have a sustainable base from which we can drive further performance

improvements and growth.


“FY21 saw increases across all our key financial metrics. EBIT before significant items of $669

million was ahead of our full-year guidance. EBIT margin of 8.2% and Return on Funds Employed

of 18.6% were both materially higher than FY19 (our most recent comparable year). Cash flows

from operating activities were very strong at $889 million, partially benefitting from low stock

levels in our manufacturing and housing businesses, which we expect to rebuild through FY22.

Our balance sheet finished the year in a strong position, with net debt of $173 million and $1.6

billion liquidity at 30 June 2021. Just after year end, we were pleased to reach an agreement to

sell Rocla for AU$55 million.


“Having delivered a strong earnings and cash flow result, the Board has approved a final dividend

for the year ended 30 June 2021 of 18 cents per share (unimputed and unfranked) to be paid on

17 September 2021. Combined with the 12.0 cents per share interim dividend, this brings the

total dividend to 30 cents per share for the FY21 year. Our share buyback programme of up to

$300 million started in June and will continue through FY22.


“We continue to make targeted investments to deliver on our strategy. This includes a mix of

capital and operating spend, and remains focused in three areas: key maintenance investments,

such as the new Winstone Wallboards plasterboard facility; initiatives which support our

P a g e | 2
sustainability ambition, such as the waste tyre recycling facility at our cement plant; and growth

investments in product adjacencies and digital capabilities. Our focus on digital includes an

acceleration of our programme to create a backbone system environment that is fit-for-purpose.


“As we look ahead, we believe that the economic trends in our key markets remain supportive

for further growth. In New Zealand, the activity pipeline continues to look ‘stronger for longer,’

especially in the residential sector. With ongoing supply chain and labour constraints having the

effect of smoothing the recent sharp rises in building consents over a longer period, this is likely

to mean an extended period of solid building activity through FY22 and beyond. In Australia, the

residential outlook also remains resilient, particularly across detached housing and renovations,

while the apartments, commercial and key civil sectors are likely to stabilise at current levels.


“There does remain some uncertainty around the impact of COVID-19 on activity in our markets.

We will continue to monitor and manage this closely.


“Overall, the combination of a clear strategy, a favourable market outlook and a strong balance

sheet means Fletcher Building is well-positioned to deliver future performance and growth.


“Finally, there’s no doubt that the past year has seen many challenges and disruptions resulting

from the global pandemic. Against this backdrop, I would like to thank our more than 14,500

people who have delivered this performance while remaining focused on supporting our

customers and each other.”


#Ends


Authorised by

Chris Reid

Company Secretary

For further information please contact:

MEDIA

Christian May

General Manager – Corporate Affairs

+64 21 305 398

Christian.May@fbu.com

INVESTORS AND ANALYSTS

Aleida White

Head of Investor Relations

+64 21 155 8837

Aleida.White@fbu.com

---

Fletcher Building Limited
Fletcher Building

Full Year Results to

30 June 2021

18 August 2021

Important Information
ThispresentationhasbeenpreparedbyFletcherBuildingLimitedanditsgroupofcompanies(“FletcherBuilding”)forinformationalpurposes.Thisdisclaimerappliestothis

documentandtheverbalorwrittencommentsofanypersonpresentingit.

Thispresentationprovidesadditionalcommentonthe2021FinancialResultsdated18August2021.Assuch,itshouldbereadinconjunctionwithandsubjecttotheexplanations

andviewsgiveninthatdocument.Unlessotherwisespecified,allinformationisfortheyearended30June2021.

Incertainsectionsofthispresentation,FletcherBuildinghaschosentopresentcertainfinancialinformationexclusiveoftheimpactofsignificantitems.Anumberofnon-GAAP

financialmeasuresareusedinthispresentationwhichareusedbymanagementtoassesstheperformanceofthebusinessandhavebeenderivedfromFletcherBuilding’sfinancial

statementsforthe12monthsended30June2021.Youshouldnotconsideranyofthesestatementsinisolationfrom,orasasubstitutefortheinformationprovidedinthe

FinancialStatementsforthe12monthsended31December2021,whichareavailableatwww.fletcherbuilding.com.

TheinformationinthispresentationhasbeenpreparedbyFletcherBuildingwithduecareandattention,however,neitherFletcherBuildingnoranyofitsdirectors,employees,

shareholdersnoranyotherpersongivenanyrepresentationsorwarranties(eitherexpressorimplied)astotheaccuracyorcompletenessoftheinformationandtothemaximum

extentpermittedbylaw,nosuchpersonshallhaveanyliabilitywhatsoevertoanypersonforanyloss(including,withoutlimitation,arisingfromanyfaultornegligence)arising

fromthispresentationoranyinformationsuppliedinconnectionwithit.

Thispresentationmaycontainforwardlookingstatements,thatisstatementsrelatedtofuture,notpast,eventsorothermatters.Forwardlookingstatementsmayinclude

statementsregardingourintent,belieforcurrentexpectationsinconnectionwithourfutureoperatingorfinancialperformance,ormarketconditions.Suchforwardlooking

statementsarebasedoncurrentexpectations,estimatesandassumptionsandaresubjecttoanumberofrisksanduncertainties,includingmaterialadverseevents,significantone-

offexpensesandotherunforeseeablecircumstances.Thereisnoassurancethatresultscontemplatedinanyoftheseprojectionsandforwardlookingstatementswillbe

realised.Actualresultsmaydiffermateriallyfromthoseprojected.Exceptasrequiredbylaw,ortherulesofanyrelevantstockexchangeorlistingauthority,nopersonisunderany

obligationtoupdatethispresentationatanytimeafteritsreleaseortoprovidefurtherinformationaboutFletcherBuilding.

Theinformationinthispresentationdoesnotconstitutefinancialproduct,legal,financial,investment,taxoranyotheradviceorarecommendation.

Page 2| Fletcher Building Limited Full Year Results Presentation| © August 2021

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3. Markets and DivisionsRoss Taylor

New Zealand Operations

-Building ProductsHamish McBeath

-DistributionBruce McEwen

-ConcreteNick Traber

-Residential and DevelopmentSteve Evans

-ConstructionPeter Reidy

Australia OperationsDean Fradgley

4.OutlookRoss Taylor

FY21 performance delivered
Delivering on strategy, strong financial performance and returns to shareholders

➔Delivered strong financial performance and ongoing operational improvements in FY21:

➔EBIT before significant items $669m

➔EBIT Margin up 100bps from FY19

1

to 8.2%

➔Net earnings attributable to shareholders $305m

➔Strong cash generation and strong balance sheet

➔Capital returns delivered in FY21:

➔Final Dividend of 18.0 cents per share, resulting in total FY21 dividends of 30.0 cents per share

➔On-market share buyback underway

➔Solid outlook with ongoing momentum and positive market backdrop:

➔Forward indicators point to robust volumes

➔Sustainable base to drive ongoing performance improvements and growth

Performance

And Growth

Page 4| Fletcher Building Limited Full Year Results Presentation| © August 2021

1. FY19 is a pro forma number adjusted for discontinued operations and IFRS16 to allow for like-for-like comparison

FY21 results at a glance
Strong growth in earnings, margins and returns

1. Before significant items

2. FY19 is a pro forma number adjusted for discontinued operations and IFRS16 to allow for like-for-like comparison

3. Return on Funds Employed (ROFE) is EBIT excluding significant items to average funds (net debt and equity less deferred tax asset)

Note: Measures before significant items are non-GAAP measures used by management to assess the performance of the business and have been derived from Fletcher Building Limited’s financial

statements for the period ended 30 June 2021. Details of significant items can be found in note 2.1 of the financial statements

Page 5| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔Strong revenue in businesses exposed to NZ residential, partly

offset by softer AU commercial and civil markets

➔Earnings and margins up strongly: reflects impact of efficiency

programmes and targeted investments in growth

➔Businesses have effectively managed supply constraints and input

cost pressures

➔ROFE up strongly to 18.6%

EBIT Margin

1

(%)

7.2%

2.2%

8.2%

FY19FY20FY21

3.8

3.3

4.1

1.6

1.3

1.3

2.9

2.7

2.7

FY19FY20FY21

NZConstructionAustralia

598

160

669

FY19FY20FY21

ROFE

1,3

($m)

FY21 trading highlights

EBIT

1

($m)

FY20

Revenue ($b)

8.3

7.3

8.1

2

2

13.3%

3.7%

18.6%

FY19FY20FY21

2

FY21 results at a glance
Strong cash flow and balance sheet, well-positioned for continued strategy execution

1. Free cash flow from operations excluding legacy

2. Excluding legacy and significant items cash flows. FY19 includes discontinued operations which were divested during that year

3. Reported

Note: Measures before significant items are non-GAAP measures used by management to assess the performance of the business

Page 6| Fletcher Building Limited Full Year Results Presentation| © August 2021

Trading Cash Flow

2

($m)

Net Debt ($m)

218

497

173

FY19FY20FY21

➔Strong cash flows and net debt reduction: driven by earnings

growth and tight management of working capital and capex

➔Inventories in NZ Core and Residential housing businesses running

lower than normal, rebuild expected in FY22

➔Gross debt further reduced by $764m in FY21

➔Balance sheet remains strong: $1.6bn liquidity, leverage 0.2x

269 269

652

FY19FY20FY21

585

565

929

FY19FY20FY21

Free Cash Flow

1

($m)

Leverage (Net Debt/EBITDA)

0.4x

0.9x

0.2x

FY19FY20FY21

3

FY21 trading highlights

FY21 results at a glance
Final dividend of 18.0 cents per share declared, total dividend of 30.0 cents per share for FY21

Page 7| Fletcher Building Limited Full Year Results Presentation| © August 2021

36.7

0.4

50.1

FY19FY20FY21

Total FY21 dividends

➔Net Earnings up strongly; include Significant Items charges of

$128m relating to final phase of restructuring costs and Rocla

impairment (AUD$55m sale transacted in July)

➔Final dividend of 18.0 cents per share, to be paid on 17 September

2021

➔Combined with interim dividend of 12.0 cents per share, total

FY21 dividend of 30.0 cents per share

➔Up to $300m on market share buyback from June; 3.1m shares

repurchased as at 30 June

EPS (cps)

EPS (before sig items) (cps)

28.8

(23.5)

37.0

FY19FY20FY21

30.0cps

FY20: nil

FY20

231

(196)

305

FY19FY20FY21

Net Earnings ($m)

FY20

FY21 trading highlights

1

1. FY19 is a pro forma number adjusted for discontinued operations and IFRS16 to allow for like-for-like comparison

Balanced Scorecard
Progressing safety strategy and driving culture; improving employee engagement an important focus

1. TRIFR = Total no. of recorded injuries per million hours worked. Does not include Restricted Work Injuries

2. Serious Injury include immediate treatment as an in-patient at hospital for more than 24 hours or immediate treatment for a serious injury or illness

as defined by Safe Work Australia

3. The employee engagement survey did not take place in March 2020 because of the COVID-19 crisis when NZ was in ‘Level 4’ lockdown

Page 8| Fletcher Building Limited Full Year Results Presentation| © August 2021

Engagement

Employee Engagement Rating

3

66%

67%

70%

71%

66%

FY16FY17FY18FY19FY21

Safety: Driving zero serious injuries

Total Recordable Injury

Frequency Rate

1

6.9

5.1

5.2

5.7

5.0

FY17FY18FY19FY20FY21

33

21

21

8

8

FY17FY18FY19FY20FY21

Serious Injuries

2

➔Good progress on safety with 85% sites injury free; TRIFR down

➔Delivered safety leadership training, risk containment and life saving

rules in FY21

➔Our safety goal is a future where zero injuries everyday is possible

with zero Serious Injuries as our initial goal

➔FY22 focus: developing front line, monitoring critical risks & controls

➔The strain on our people as we navigated COVID-19 challenges and

continued to push for operational performance was reflected in a

drop in our overall engagement scores

➔Pleasingly our safety “sub set” of scores improved materially

➔Very focused on improving engagement levels from here

Balanced Scorecard
Verified science based target for carbon reduction of 30% by 2030; driving customer focus

1. Net Promoter Score (NPS) measures how satisfied our customers are with our business. Prior years restated to reflect businessunits currently in the

NPS programme

Page 9| Fletcher Building Limited Full Year Results Presentation| © August 2021

Customer

Net Promoter Score

1

27

33

40

40

41

FY17FY18FY19FY20FY21

Sustainability: Driving 30% carbon reduction from FY18

1,238

1,145

FY18FY21

GBC shutdown for

waste tyre project

(proforma)

Carbon Emissions

Carbon (CO

2

) Emissions

(thousand Tonnes)

➔Performance up slightly through tough period

➔Driving to best in class net promoter score of ≥ 55

➔GBC waste tyre completed (but additional shutdown to allow this

resulted in a one-off lowering of carbon emissions), Australia solar and

energy efficiency & Laminex rooftop solar projects completed in FY21

➔46% waste diverted from landfill, compared to 39% in FY20

➔DJ Sustainability™ Asia Pacific Index and DJSI Australia index inclusion

➔Improved CDP rating to B (from D in FY19) for approach to managing

carbon emissions & climate change, most improved NZ company

-5%

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3. Markets and DivisionsRoss Taylor

New Zealand Operations

-Building ProductsHamish McBeath

-DistributionBruce McEwen

-ConcreteNick Traber

-Residential and DevelopmentSteve Evans

-ConstructionPeter Reidy

Australia OperationsDean Fradgley

4.OutlookRoss Taylor

1. Jun 2019 12 months pro forma is Jun 2019 12 months reported adjusted for discontinued operations and IFRS16 to allow for
like-for-like comparison

2. Reported adjusted to exclude discontinued operations

Income Statement

EBIT before significant items $669 million, material uplift on prior years

NZ$m

Jun 2019

12 months

pro forma

1

Jun 2020

12 months

reported

Jun 2021

12 months

reported

Revenue8,3087,3098,120

EBITDA9575301,032

EBIT before significant items598160669

Significant items(94)(276)(128)

EBIT504(116)541

Lease interest expense(64)(69)(64)

Funding costs(116)(80)(44)

Tax expense(80)81(116)

Non-controlling interests(13)(12)(12)

Net earnings231(196)305

Basic earningsper share before significant items (cents)36.7

2

0.450.1

Basic earningsper share (cents)28.8

2

(23.5)37.0

Dividends per share (cents)23.00.030.0

Page 11| Fletcher Building Limited Full Year Results Presentation| © August 2021

Margins
100bps improvement in EBIT margin since FY19, driven by efficiency programmes in Core Divisions

1. Before significant items

2. FY19 is a pro forma number adjusted for discontinued operations and IFRS16 to allow for like-for-like comparison

Page 12| Fletcher Building Limited Full Year Results Presentation| © August 2021

7.2%

8.2%

FY19FY21

EBIT Margin

1

(%)

➔Efficiency programmes commenced in FY18: focused initially on

Australia, then on New Zealand

➔Gross cost-out (overheads and COGS; fixed and variable) of >$250m,

including gross fixed cost-out in FY21 of >$150m. A portion of the

benefits have served to offset inflation

➔Cost base now broadly right-sized –will make targeted overhead

investments to support key growth initiatives and drive operating

leverage

+100bps

NZ Core10.0%+100bps11.0%

Australia2.5%+120bps3.7%

2

FY21 significant items (Profit and Loss Charges)
Significant items

Restructuring costs lower than prior guidance; Rocla impairment in line with agreed sale price

Page 13| Fletcher Building Limited Full Year Results Presentation| © August 2021

NZ$m1H212H21FY21

Restructuring351247

Rocla Impairment513081

Total8642128

FY21 significant items (Cash Flow)

NZ$m1H212H21FY21

Restructuring342963

Quarry Divestment(12)-(12)

USPP32-32

Total542983

➔Significant items charges in FY21 mainly related to final phase of

Australia restructuring programme -lower than initial forecast due

to improved market environment ($47m vs. $90m initial guidance)

➔Remaining cash flows on restructuring costs c.$35m in FY22

➔Rocla:

➔Impairment in line with agreement signed in July 2021 to sell

business for AUD$55m

➔Reclassification of non-cash Foreign Currency Translation

Reserve loss to be taken on completion in 1H22 –c.$35-40m

Cash flow
Cash flows driven by effective working capital management & lower inventories in NZ Core and housing

NZ$m

Jun 2020

12 months

Jun 2021

12 months

Change

$m

EBIT before significant items160669509

Depreciation and amortisation370363(7)

Lease principal payments and lease interest paid(240)(246)(6)

Provisions and other18234(148)

Trading cash flow before working capital movements472820348

Working capital movements9310916

Trading cash flow excluding legacy projects and significant items565929364

Legacy projects cash flow(186)(104)82

Significant items cash flow

1

(63)(63)-

Trading cash flow316762446

Add: Lease principal payments17118211

Less: cash tax paid-(3)(3)

Less: funding costs paid(77)(52)25

Cash flows from operating activities410889479

Free Cash Flow

2

excluding legacy projects269652383

1. Excludes USPP exit costs recognised in financing activities and quarry sale proceeds which are recognised in investing activities

2. Free Cash Flow = Trading cash flow less capex less cash tax, excluding M+A activities

Page 14| Fletcher Building Limited Full Year Results Presentation| © August 2021

Cash flow working capital movements
NZ$m

Jun 2020

12 months

Jun 2021

12 months

Residential and Development50105

Construction excluding legacy projects16(72)

Materials and Distribution Divisions

•Debtors95(62)

•Inventories(1)(22)

•Creditors(67)160

Cash flow working capital movements excluding legacy projects93109

Working Capital

Well positioned with operating disciplines embedded, rebuild of NZ Core and housing inventories expected in FY22

Page 15| Fletcher Building Limited Full Year Results Presentation| © August 2021

Key working capital metrics (days)

As at

Jun 2020

As at

Jun 2021

Change

(days)

Debtors Days39.037.9(1.1)

Inventory Days75.170.7(4.4)

Payables Days46.946.70.2

Materials and Distribution Total Cycle67.261.9(5.3)

➔Rebuild of inventories expected in FY22: NZ Core c.$25-$50m, housing c$200m

FY21 capex (NZ$m)
Investment FY21

FY21capex focused on enabling investments and new WWB plant

Page 16| Fletcher Building Limited Full Year Results Presentation| © August 2021

NZ$m

Jun 2020

12 months

Jun 2021

12 months

NZ Core (ex WWB new plant)10282

WWB new plant2278

Australia6542

Resi, FCC & Corp4330

Total232232

Less: Proceeds on disposal of PPE-(20)

Net Capex232212

➔FY21 capex programme focused on maintenance as well as

enabling investments for strategy, especially digital, manufacturing

efficiency and sustainability

➔c70% maintenance / c30% growth in FY21

➔WWB new plant construction near Tauranga progressing well. Will

provide additional 10Mm

2

capacity for long-term demand and

product innovation

Investment FY22+
Targeted capex, working capital & OPEX investments to drive growth & improve systems environment

Page 17| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔Scale base housing to c.1,000 units p.a. plus

invest in OSM

1

, apartments, retirement offer

OPEX to

support

Organic

Growth

1. Offsite Manufacturing

2. Core Divisions = Building Products, Concrete, Distribution, Australia

Key

Organic

Investments

Core Divisions

2

–product adjacencies,

decarbonisation, customer ecosystems

c.$10-20m

Resi& Devt –scaling base business,

apartments, OSM, retirement

c.$5m

Digital and backbone systems

c.$10-20m

Spend p.a.Timing

FY22-FY23

FY22-FY25

FY22-FY23

➔Targeted investment of c.$30-40m p.a. OPEX

(above the line) in FY22-FY23 to support

growth initiatives and accelerate systems

development

Base Capex Envelope

c.$200-250m

p.a.

Remaining WWB Plant Capex

c.$295m

Resi& DevtGrowth (Working Capital)

c.$200m

AmountTiming

ongoing

FY22

FY22-FY23

➔c.$220m FY22, c.$75m FY23

➔Includes $50-100m p.a. growth capex, $25-40m

to create fit for purpose systems environment

Net debt
Reduction through strong trading cash flows

1. Other is comprised of Minority distribution $31m, repurchase of treasury stock $11m, Hedging/FX on debt of $5m, tax paid

$3m and make whole adjustment of $2m

Page 18| Fletcher Building Limited Full Year Results Presentation| © August 2021

Net Debt: Jun-20 to Jun-21 (NZ$m)

497

173

929

104

211

52

99

24

52

63

Net Debt

Jun-20

Legacy projectsCapexFunding costsDividendShare buybackOtherTrading cashSignificant items

trading cash

Net Debt

Jun-21

1

Leverage
Strong balance sheet, well-positioned to support continued execution of strategy

➔Cash generation has supported strong balance sheet position and a

sustained reduction in leverage

➔Investments in FY22-23 in growth capex, new WWB plant, residential

land & housing stocks and completion of legacy construction projects

(c.$70m remaining)

➔In addition, on market share buyback of up to $300m through to

Jun-22

Leverage (Net Debt / EBITDA)

0.2x

0.9x

FY20FY21

Target range

2.0x

1.0x

Page 19| Fletcher Building Limited Full Year Results Presentation| © August 2021

Funding
Drawn debt low, while maturity and liquidity profiles remain strong

➔$764m gross debt repaid in FY21, including $350m USPP in Jul-20

➔Undrawn credit lines of $925m and cash on hand of $666m as at

30 Jun 21 –total liquidity of $1.6b

➔Banking covenants returned to normal testing from 10 Jun 21;

material headroom on all covenants

100

57

149

55

459

525

400

5

14

FY22FY23FY24-25FY26+

Capital NotesUSPPBank SyndicateOther

Debt maturity profile ($m)

NZ$m

Facilities

30 Jun 21

Drawings

30 Jun 21

Syndicate925-

USPP459459

Capital Notes361361

Other1919

Total1,764839

Debt facilities and drawings ($m)

Page 20| Fletcher Building Limited Full Year Results Presentation| © August 2021

Dividend and share buyback
Final dividend of 18.0 cents per share to be paid in September

1. Pay-out ratio is expressed as a percentage of Net Earnings excluding Significant Items. policy to pay dividends in the range

of 50% to 75% of net earnings before significant items and having regard to available cash flow. Available cash flow = Free

cash flow less cash interest

Page 21| Fletcher Building Limited Full Year Results Presentation| © August 2021

8.0

nil

12.0

15.0

18.0

FY19FY20FY21

Interim DividendFinal Dividend

Dividends (cps)

➔Final Dividend of 18.0 cents per share, to be paid on 17 September

2021

➔60% pay-out ratio

1

reflects imputation credit position, no credits

currently available, expect to impute FY22 final dividend

➔Dividends unimputed for NZ taxation purposes and unfranked for AU

taxation purposes; Dividend Reinvestment Plan will not be operative

for this dividend

Buyback

Dividends

➔On-market share buyback of up to $300m through to Jun-22

➔This form of shareholder distribution takes into account tax

effectiveness for all shareholders and earnings per share accretion

➔Commenced on 10 Jun 21

➔3.1m shares repurchased as at 30 Jun 21 for $24m

30.0

23.0

Summary
Strong delivery against financial targets, investing for growth

Page 22| Fletcher Building Limited Full Year Results Presentation| © August 2021

Margins

➔+100bps EBIT

1

margin improvement since FY19 to 8.2%, driven particularly by targeted efficiency programs

➔Path to c.10% EBIT margin

1

in FY23

Investment

& Returns

➔Base capex $200-250m p.a., Residential investment c.$200m FY22, targeted OPEX spend to support growth

➔ROFE

2

18.6%, exceeded ROFE ≥ 15% target, expect to continue to do so as funds base lifts on investments in growth and

WWB plant

Cash Flow

➔Working capital efficiency embedded

➔Cash conversion

3

well above ≥ 60% target FY19-FY21, lower in FY22-23 as we invest in growth & WWB plant

Balance Sheet

& Funding

➔Strong balance sheet: leverage

4

0.2x, liquidity $1.6b, well-placed to support organic growth investments

➔Gross debt $764m repaid in FY21, funding costs reduced >$100m since FY18

Shareholder

Returns

➔FY21 total dividend of 30.0cps, well-positioned for sustainable dividend pay-out of 50-75% of net earnings

1

➔On-market share buyback of up to NZ$300m underway

1. Before significant items

2. Return on Funds Employed (ROFE) excludes significant items

3. Free Cash Flow / EBIT

4. Net Debt / EBITDA. Leverage range was adjusted from 1.5x-2.0x to take account of impact of IFRS 16 on EBITDA

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3. Markets and DivisionsRoss Taylor

New Zealand Operations:

-Building ProductsHamish McBeath

-DistributionBruce McEwen

-ConcreteNick Traber

-Residential and DevelopmentSteve Evans

-ConstructionPeter Reidy

Australia OperationsDean Fradgley

4.OutlookRoss Taylor

Divisional performance summary
Strong finish to year by all divisions

Page 24| Fletcher Building Limited Full Year Results Presentation| © August 2021

EBIT

1

$113m

FY20: $74m

$127m

FY20: $85m

$197m

FY20: $87m

$103m

FY20: $33m

$31m

FY20: ($147m)

$154m

FY20: $65m

Distribution

Building

Products

Concrete

Construction

Residential and

Development

Australia

Division

1. Before significant items

2. NPD -New Product Development

Divisional trading

Gross Revenue

$849m

FY20: $740m

$1,714m

FY20: $1,471m

$1,401m

FY20: $1,173m

$2,758m

FY20: $2,802m

$1,456m

FY20: $1,318m

$734m

FY20: $466m

➔Strong trading momentum; customer preference for local

manufacturing; input cost pressures in resin, steel, paper, freight and

energy passed through to price

➔Margin improvement through revenue growth across all customer

segments and cost controls; PlaceMakers Hub programme completed

driving customer consistency, eCommerce & delivery solutions thriving

➔Strong product demand. Manufacturing & supply chain efficiency

initiatives, network optimisation partly offset by higher electricity &

inventory buffer stock through GBC waste tyre facility commissioning

➔836 unit sales (vs 666 in FY20); strong housing market, optimising

house typologies to meet customer preferences and target price

points; Land dev’tEBIT $57m from two large land transactions

➔Revenue underpinned by solid construction levels across NZ, esp

transport and water sectors. Higgins and BPC delivered 5.4% EBIT

margins. Orderbook successfully reshaped for more balanced risk

➔Strong Laminex, all businesses improved benefitting from significant

interventionsover the past3 years.Customer service improvements

and NPD

2

delivering growth. Rocla sale agreed in July 2021

15.6
15.2

18.5

FY19FY20FY21F

NZ markets look favourable and “stronger for longer”

Residential supportive, solid Commercial and Infrastructure pipeline

8.7

8.6

9.0

8.6

8.5

8.8

FY19FY20FY21F

CommercialInfrastructure

Residential WPIP ($b)

Historical and Forecast

Commercial and Infrastructure WPIP ($b)

Source: Infometrics, RBNZ, NZ Initiative

WPIP = Work Put In Place

Page 25| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔NZ Residential is 48% of NZ FB revenue

➔Strong residential demand across both new build and renovation, supported by historic

undersupply and favourable macro environment (low unemployment, low interest rates)

➔Supply chain and labour constraints mean residential sector is currently at or near capacity,

likely to mean extended period of building activity beyond FY22

➔Positive outlook supported by customer pipelines and PlaceMakers quoting volumes, which

are running broadly in line with consents

➔NZ Commercial is 24% and NZ Infrastructure is 28% of NZ FB revenue

➔Commercial and infrastructure stable overall in FY21, underpinned by public sector

investment

➔Outlook for commercial is remain steady, while infrastructure has a strong long-term outlook

supported by government investments especially roads and water

80.6
72.8

76.0

FY19FY20FY21F

Australia macro backdrop supportive for growth

Residential strong outlook, Commercial softer while delays in key segments impact Infrastructure

Source: BIS Oxford Economics, RBA

Historical and Forecast

Commercial and Infrastructure Work Done (A$b)

45.9

49.4

46.7

96.1

95.3

100.1

FY19FY20FY21F

CommercialInfrastructure

Residential Work Done (A$b)

Page 26| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔AU Residential is 62% of FB AU revenue

➔FY21 saw robust activity in detached housing and renovations, offset by apartments sector

➔Positive outlook with increase in approvals supported by macro factors including low interest

rates and government stimulus

➔AU Commercial is 26% and AU Infrastructure is 12% of FB AU revenue

➔FY21 saw slowdown in commercial segment with infrastructure segment seeing delays in

major projects in key sectors for pipes businesses, notably water and gas

➔Outlook for commercial and key civil sectors to stabilise at current levels in near-term

FY21 trading performance
Building Products

FY21 results overview: all business units delivered strong growth in strong market

1. Before significant items

2. FY19 is a pro forma number adjusted for IFRS16 to allow like-for-like comparison

Page 27| Fletcher Building Limited Full Year Results Presentation| © August 2021

EBIT Margin (%)

1

12.7%

7.4%

14.1%

FY19FY20FY21

➔Revenue up 19%: strong demand from residential and

infrastructure sectors, plus share gains; improved pricing disciplines

with escalating electricity, freight and raw material input cost

increases passed on in H2

➔EBIT up 126% driven by volumes and improved margin

management: solid contribution from Steel and Humes

➔Strong cash flows from strong earnings and working capital control

1,314

1,173

1,401

FY19FY20FY21

167

87

197

FY19FY20FY21

Gross Revenue ($m)

157

125

244

FY19FY20FY21

Trading cash flow ($m)

EBIT ($m)

1

2

2

Products
➔New WWB plant construction on track, Customer Specific Quote application launched

➔New Laminex website with increased digital and electronic transaction capability

➔Automation in TINZ delivering productivity improvement

➔FY22: Laminex automation, Weatherline®, Barrierline® growth, expanded commercial

insulation offer, continued work on gypsum board new product development to optimise

new WWB plant capability post commissioning

Pipes

➔Expansion into new segments and categories, e.g.; Iplex expanded rural and electrical

product offerings and solutions

➔Humes sales and manufacturing rationalisation completed

➔FY22: Humes-Papakura manufacturing plant automation, NPD: rainwater, PE long-run and coiling

solutions, continued expansion into new segments with existing products

Steel

➔Fletcher Steel South Island site rationalisation; finalised the relocation of Easysteeland Dimond

in Wellington to an improved facility

➔FY22: PCC ovens upgrade commencing, NPD through solar roofing profiles, EV charging

infrastructure solutions

Building Products

Deliver performance and growth through maintaining EBIT margin at c.14%

Page 28| Fletcher Building Limited Full Year Results Presentation| © August 2021

INSERT IMAGE

TINZ new bagger and bag placer

Business Unit

Operational highlights and looking ahead to FY22

Iplex rural solutions

1. Before significant items
2. FY19 is a pro forma number adjusted for IFRS16 to allow like-for-like comparison

Distribution

FY21 results overview: strong customer demand delivering top line and earnings growth

7.2%

5.8%

7.4%

FY19FY20FY21

➔Revenue up 17%: good demand across all customer segments, with

strong growth in Auckland and lower North Island

➔EBIT up 49% with good margin improvement: efficiency initiatives

including workforce optimisation; more than offsetting competitive

pressure on price

➔Trading cash flow solid on tight working capital management;

inventory focus to meet higher activity levels & supply challenges

1,596

1,471

1,714

FY19FY20FY21

115

85

127

FY19FY20FY21

Gross Revenue ($m)

98

117

122

FY19FY20FY21

EBIT Margin (%)

1

Trading cash flow ($m)

EBIT ($m)

1

FY21 trading performance

Page 29| Fletcher Building Limited Full Year Results Presentation| © August 2021

2

2

Distribution
Deliver ongoing margin expansion through top-line sales growth, pricing disciplines & cost efficiencies

Page 30| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔Enhanced e-tools launched with personalised pricing, live stock availability, >30% of

trade customers registered, now at 7% of monthly sales

➔Transport management system now live across branch network, order and delivery

tracking; managed by centralised team to drive higher deliver in full performance

➔Regional Hub structure completed in Auckland & Christchurch providing greater

consistency for customers, enable closest site delivery

➔New e-tools capability with seamless integration into customer ecosystems; driving

enhanced personalised customer experiences; data and analytics to provide

customer insights and improved share of wallet; lowest delivered cost focus

through workforce optimisation

➔FY22: Customer segmented pricing & discount management, targeted customer

offers, sales excellence to capture share of wallet growth, Mico e-tools launch in Q4

Business Unit

Operational highlights and looking ahead to FY22

1. Before significant items
2. FY19 is a pro forma number adjusted for IFRS16 to allow like-for-like comparison

Concrete

FY21 results overview: solid improvement from revenue to profit & margin through to cash flow

11.1%

10.0%

13.3%

FY19FY20FY21

802

740

849

FY19FY20FY21

89

74

113

FY19FY20FY21

136

100

164

FY19FY20FY21

Gross Revenue ($m)

EBIT Margin (%)

1

Trading cash flow ($m)

EBIT ($m)

1

FY21 trading performance

Page 31| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔Revenue up 15%: solid volume and pricing discipline across all

segments owing to differentiated offering, asset renewal and

debottlenecking of key operations

➔EBIT up 53%, strong margin improvement: manufacturing & supply

chain initiatives and network optimisation delivered, lean and agile

support organisation, some impact from higher electricity costs

and product purchases due to extended shutdown while

commissioning waste tyre platform

➔Trading cash flow from earnings delivery and strong discipline on

working capital and capex spend, strong demand resulted in lower

inventory

2

2

Concrete
Performance and growth by driving both margin expansion and above market growth

Page 32| Fletcher Building Limited Full Year Results Presentation| © August 2021

Business Unit

Operational highlights and looking ahead to FY22

➔Topline: Full benefit from service extension and supply chain flexibility

➔Bottom line: operational excellence, waste tyre project successfully commissioned

➔Future growth: scale digital supply chain, drive alternative fuels and raw materials

➔Topline: differentiation of products and solutions, benefit of asset renewal programme

➔Bottom line: footprint and supply chain optimisation, lean and agile overhead organisation

➔Future growth: 95% ready-mix products with Environmental Product Declarations, ready-mix

online portal launched

➔Topline: product portfolio optimisation, leverage footprint through debottlenecking

➔Bottom line: Footprint and supply chain optimisation, operational excellence

➔Future growth: digital design and quarry optimisation, fast scale of recycling

1. Before significant items
2. FY19 is a pro forma number adjusted for IFRS16 to allow like-for-like comparison

Residential and Development

FY21 results overview: performance improvement driven by measured growth

15.3%

13.1%

16.0%

FY19FY20FY21

ResiTotal EBIT Margin

639

466

734

FY19FY20FY21

81

59

97

56

6

57

FY19FY20FY21

ResiLand Dev't

95

118

261

FY19FY20FY21

Gross Revenue ($m)

EBIT Margin (%)

1

Trading cash flow ($m)

EBIT ($m)

1

FY21 trading performance

Page 33| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔Revenue up 58%: strong market driven by low mortgage rates and

combination of new and well-established development locations;

836 unit sales (vs. 666 in FY20); average unit price 8% higher

➔EBIT up 137%: strong resivolumes throughout the year, favourable

mix in typologies sold; land development Rocla Gailes & former

Crane Copper Tube Sydney sites sales

➔Trading cash flow strong on high sales volumes and significant

reduction in housing stock levels; Funds were $534m at year end,

expected to build to $750m in FY22

2

2

21.4%

13.9%

21.0%

Residential and Development
Continue to deliver performance and growth from very strong base

Page 34| Fletcher Building Limited Full Year Results Presentation| © August 2021

Business Unit

Operational highlights and looking ahead to FY22

➔Strong housing market, $600k-900k homes proving popular with first home buyers and investors, house typologies

optimised to meet customer price points and preferences post COVID-19

➔FY22: scaling unit sales to c.950

1

in FY22, 1/4 sold to date; new developments across Auckland & Canterbury with focus on

sites of > 100 homes and delivering mid-market pricing

➔Strong pipeline of c4,000 future lots under control, acquired across our own raw land, acquiring sections & partnerships

Apartments

Retirement

➔Retirement market proposition announced, first sites underway at Red Beach &

WaiataShores

➔Dedicated apartments team established, >500 pipeline apartments being worked on

➔FY22: completion of first apartments, c.40 in Auckland

➔Design and installation improvements made to allow scale up; leading industry

sustainability initiatives in waste minimisation

➔Increase volumes from 97 in FY21 to c.200 in FY22

➔Teamin place to supplement the FB asset disposal pipeline with attractive external development opportunities

➔Continue to generate c.$25m EBIT p.a.

Land

Development

1. Includes OSM, apartments and retirement

1. Before significant items
2. FY19 is a pro forma number adjusted for IFRS16 to allow like-for-like comparison

Construction

FY21 results overview: good progress maintained, returned to profitability

3.0%

(11.2%)

2.1%

FY19FY20FY21

1,702

1,318

1,456

FY19FY20FY21

51

(147)

31

FY19FY20FY21

(210)

(148)

(123)

FY19FY20FY21

Gross Revenue ($m)

EBIT Margin (%)

1

Trading cash flow ($m)

EBIT ($m)

1

FY21 trading performance

Page 35| Fletcher Building Limited Full Year Results Presentation| © August 2021

FY20

FY20

➔Revenue up 10%: $0.9b Infrastructure services and minor capital

works (BPC, Higgins, South Pacific), $0.5b major projects (roads,

commercial building); strong construction activity levels across NZ,

especially transport and water

➔Strong contribution to EBIT by Higgins & BPC which delivered 5.4%

EBIT margin; tight cost controls, partly offset by no margin

contribution from legacy projects

➔Trading cash flow reflects solid earnings in BPC, Higgins and South

Pacific more than offset by legacy outflows & working capital

unwinds

➔Orderbook successfully increased and reshaped to lower risk

profile

2

2

Construction
FY22 focus to deliver performance and growth: strong forward quality revenue secured with better EBIT margin

Page 36| Fletcher Building Limited Full Year Results Presentation| © August 2021

Business Unit

Operational highlights and looking ahead to FY22

➔$1.2b 10 yrWatercare enterprise model

➔$0.3b AMETI Eastern Busway 2,3,4 alliance project

➔Fiji Roads Authority $80m various projects

➔67% represents low-to-medium risk style contracts –including multi-year alliance

projects, longer term framework agreements, asset maintenance, smaller renewal

& upgrade contracts

➔KāingaOra $250m Eastern Porirua Regeneration programme

➔Progress on major infrastructure & building projects continues, Commercial Bay, Biolabs and TeNīkauGrey Hospital &

Health Centre delivered; $0.3b work to complete on legacy projects (less than 10% forward orderbook)

➔Strong activity levels supported by Water and Marine sectors, with material growth in the central & lower North Island

➔Focus on self perform capability and specialised assets

➔Record volumes of asphalt in FY21 and FY22 to supply major road projects, with new plants in Auckland and Napier

➔Focus on roads maintenance contract performance, growth in Fiji, bitumen storage & distribution, enhanced digital asset

management offering

$3.0b Order Book

+ $0.3b Preferred

➔Underpins75% of forecast revenue for FY22 and 50% of FY23

Waikato 50 Water Project

1. Before significant items
2. FY19 is a pro forma number adjusted for IFRS16 to allow like-for-like comparison

Gross Revenue ($m)

EBIT Margin (%)

1

Trading cash flow ($m)

EBIT ($m)

1

Australia

FY21 results overview: material profit and margin improvement

2.5%

1.2%

3.7%

FY19FY20FY21

3,024

2,802

2,758

FY19FY20FY21

77

33

103

FY19FY20FY21

57

49

136

FY19FY20FY21

FY21 trading performance

Page 37| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔Revenue down 2% with the residential market broadly flat and

commercial, civil & infrastructure segment activity lower. Pipes

businesses down 18% in subdued civil and infrastructure market.

Share gains in most businesses

➔EBIT up 212%; improvement driven by profitable growth and

operational discipline with margin up 250bps

➔Trading cash flows included strong performance in both inventory

and debtor management

2

2

Products
Australia Building Products

FY22 focus to deliver performance and growth from quality earnings base

Page 38| Fletcher Building Limited Full Year Results Presentation| © August 2021

Business Unit

Operational highlights and looking ahead to FY22

➔Market share gains in key decorative category with strong momentum in gross margin

performance, strong vitality evidenced, pleasing digital maturation with sales now

>25% of revenues. Launched new business model with Haven Kitchens joinery offering

now in market

➔FY22: Continued growth in margin accretive categories, maturation of Haven Kitchens,

expansion into adjacencies via new product development and digital

➔Market share gains through strong performance in core offering. Strong manufacturing

efficiencies as a result of network optimisation and investment in automation

➔FY22: Expansion of supply and install business model (ee-fit), growth in margin accretive

segments such as HVAC

➔Continued progress in our strategic areas of growth set against a slow project market.

Simplified business model is driving improved earnings

➔FY22: Maturation of the national direct to site civil model, continued focus in margin

accretive categories targeting municipal bodies and asset owners, digitisation

programme underway

Distribution
➔Profitable market share gains underpinned by SME plumber weighting of

total revenue growing from 34% to 46%, own brand penetration now 35%

of front of wall sales.Business to consumer transactional website launched

successfully and delivering ahead of plan. Continued growth in Tradelink

gross margin. Strong uptake in Oliveri new bathroom range, share growth

in kitchen sink and tap markets.

➔FY22: Maturation of existing strategy. Acceleration of digital programme;

further growth in B2C offer and launch of B2B digital model

Steel

➔Material improvement in profitability year on year delivered by strong

performance in key areas of growth. Share gains in higher-margin sheds and

doors segment; increased new product development and manufacturing

efficiencies from automation investments

➔FY22: Focus on recovery of supply chain in the context of raw material shortages.

Roll-out of our digital programme. Continue to drive NPD and automation

programmes

Australia Distribution and Steel

FY22 focus to deliver performance and growth from quality earnings base

Page 39| Fletcher Building Limited Full Year Results Presentation| © August 2021

Business Unit

Operational highlights and looking ahead to FY22

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3. Markets and DivisionsRoss Taylor

New Zealand Operations

-Building ProductsHamish McBeath

-DistributionBruce McEwen

-ConcreteNick Traber

-Residential and DevelopmentSteve Evans

-ConstructionPeter Reidy

Australia OperationsDean Fradgley

4.OutlookRoss Taylor

FY22 outlook
Continue to drive performance and growth

Page 41| Fletcher Building Limited Full Year Results Presentation| © August 2021

➔New Zealand: activity pipeline continues to look “stronger for longer,” especially in Residential;supply chain and labour constraints mean

Residential sector is currently at or near capacity, likely to mean extended period of building activity in FY22 and beyond

➔Australia: macro backdrop supportive for growth; Residential outlook strong, detached housing and renovations supportive offset by apartments

sector; Commercial and key civil sectors stabilising at current levels

➔Input cost inflation and supply chain disruption remain key features of the NZ and AU operating environment; businesses well setup to recover

costs through price

➔COVID-19 outbreaks/lockdowns remain a risk.Sharp operational focus, strong response disciplines embedded

➔We have a strong balance sheet, a favourable market outlook, and remain well-positioned to drive performance and growth

➔Further update on trading and outlook to be provided at Annual Shareholders Meeting in October 2021

Fletcher Building Limited
Appendix

Divisional revenue exposure and FB revenue by market
Resi, 46%Com, 24%Infra, 30%

Resi, 77%Com, 23%

Resi, 48%Com, 27%Infra, 25%

Resi, 62%Com, 26%

Infra,

12%

33%

17%

19%

19%

8%

4%

NZ

Residential

NZ

Commercial

NZ

Infrastructure

AU

Infrastructure

AU

Commercial

AU

Residential

Total FB Revenue by Market (%)

Divisional Revenue Exposure by Sector

Distribution

Building

Products

Concrete

Australia

Page 43| Fletcher Building Limited Full Year Results Presentation| © August 2021

---

Building Momentum
Fletcher Building Limited

Annual Report 2021

When used in this annual report, references to the ‘Company’ are references to Fletcher Building Limited. References to ‘Fletcher Building’ or the ‘Group’ are to Fletcher Building Limited,
together with its subsidiaries and its interests in associates and joint ventures. All references to financial years FY20 and FY21 in this annual report are to the financial year ended 30 June.

References to $ and NZ$ are to New Zealand dollars unless otherwise stated.

In certain sections of this report the Group has chosen to present certain financial information exclusive of the impact of significant Items and/or the results of the legacy projects, consistent

with previous market guidance. Where such information is presented, it is clearly described and marked with an appropriate footnote. This allows the readers of this report to better understand

the underlying operations and performance of the Group.

Front cover image: Fletcher Steel's Marijune Cabiling scans steel coils for dispatch at Pacific Coil Coaters in Penrose, Auckland.

Nicola O'Sullivan inspects a section of managed fill now replanted at a historic

Winstone Aggregates quarry site at Hunua. The site neighbours the quarry currently

being mined for Greywacke, primarily for infrastructure such as roading and concrete.

Contents
Welcome to our FY21 Annual Report, which describes our business operations, approach to doing business and

performance for the year. As with our previous reports, we include commentary on our strategy, governance,

environmental and social performance of our business as well as our financial results. We welcome questions,

comments or suggestions about this report to investor.relations@fbu.com.

This report and our previous reports and presentations are available at fletcherbuilding.com.

Throughout this annual report there

are QR codes that you can scan with

your mobile phone camera to view

relevant video material.

Our Year

02 We are Fletcher Building

03 At a Glance

04 Chair’s Report

05 CEO’s Report

06 Our Strategy

08 Zero Injuries Every Day

12 Embracing Innovation and

Disruption to Drive Future Growth

18 Leadership in Sustainability

22 Our People

Performance

26 Group Performance

28 Group Overview

30 Building Products

32 Distribution

34 Concrete

36 Residential and Development

38 Construction

40 Australia

Governance

42 Board and Executive Team

45 Corporate Governance

56 Sustainability Materiality

and Methodology

57 Remuneration Report

Financial Report

68 Trend Statement

69 Financial Statements

75 Notes to the Financial Statements

117 Independent Auditor’s Report

Other Disclosures

121 Statutory Disclosures

128 Corporate Directory

This Annual Report is dated 18 August 2021

and is signed on behalf of the Board by:

Robert McDonald

Director

Bruce Hassall

Chair

Fletcher Building Limited Annual Report 2021

1

This is an interactive PDF designed to enhance your experience. The best way

to view this report is with Adobe Acrobat Reader. To navigate this report, click

content sections listed above to navigate to desired pages. You can also click

the view contents page menu button on the top of any page to return here.

We are Fletcher Building
New Zealand

Australia

We are driven through efforts

to create a better more

sustainable world. We want to

be smart and innovative in all

we do, making our customers'

lives easier in the process.

Fletcher Building builds homes,

buildings and infrastructure

that creates communities,

improves productivity, and

contributes to the quality of life

for people living and working

in cities and regions across

New Zealand, Australia and the

South Pacific.

Our impact spans the full

construction value chain.

We operate businesses

from resource extraction,

product manufacture and

distribution, through to

property development and

infrastructure construction.

Fletcher Building is dual

listed on the NZX and ASX

and operates through six

divisions – Building Products,

Distribution, Concrete,

Residential and Development,

Construction, and Australia.

‘Improving the world around us through smart

thinking, simply delivered’ is our purpose.

Fletcher Building has operations in

Papua New Guinea, Fiji, Samoa and

American Samoa, Tonga, Vanuatu

and the Solomon Islands.

South Pacific

Fletcher Building Limited Annual Report 2021

2

At a Glance
30.0¢

2020 nil

$

305m

Net earnings /

(loss) – reported:

2020 ($196m)

$

8,120m

Revenue

People in New Zealand,

Australia and the South Pacific

2020 $7,309m

Leverage ratio

(net debt/EBITDA)

2020 0.9x

$

889m

Cash flows from

operating activities

$

669m

EBIT before

significant items

(1)

2020 $160m

2020 $410m

3 7.0 ¢

0.2x

Earnings per share

2020 (23.5¢)

14,500+

Total dividend

2020 5.7

5.0

Safety TRIFR

(2)

2020 40

41

Customer NPS

(4)

2019

(3)

71%

66%

Employee engagement

2020 1,146,851 tCO

2

e

1,145,035

tCO2e

Carbon emissions

2020 2.2%

8.2%

EBIT margin before

significant items

(1)

(1)

Measures before significant items are non-GAAP measure used by management to assess the performance of the Group and have been derived from Fletcher Building's financial

statements for the year ended 30 June 2021.

(2)

Total Recordable Injury Frequency Rate. Total number of recorded injuries per million hours worked. Does not include Restricted Work Injuries.

(3)

Note that the employee engagement survey did not take place as originally planned in March 2020 because of the COVID-19 crisis.

(4)

Net Promoter Score measures how satisfied our customers are with our business.

Fletcher Building Limited Annual Report 2021

3

Chair’s Report
The Board continuously assesses Fletcher

Building’s balance sheet position and

investment opportunities in order to drive

shareholder returns. In June 2021, the

Company commenced an on-market share

buyback of up to $300 million to deliver

value to our shareholders. At 30 June 2021,

we had acquired 3.1 million shares valued

at $24 million.

Fletcher Building’s overall strategy takes

into account a wide range of factors

which include environmental, social and

governance. We consider where we have a

real impact and we align both our financial

and non-financial targets to those areas. We

also take into consideration the impact that

broader societal changes will have on us

and what we need to react to.

The Board continued its focus on driving the

Fletcher Building strategy this year, together

with financial and non-financial metric

performance. We continued to prioritise

our sustainability targets, for example our

plans to reduce carbon 30% by 2030, and

driving leadership and culture in the Protect

safety programme through our Safety,

Health, Environment and Sustainability

Committee. We provided strong oversight

on financials and risks via the Audit and Risk

Committee. We’ve continued to evolve our

remuneration structure, including reaching

out to shareholders to hear their feedback,

to ensure it is aligned with shareholder

interests. The current structure and the

changes we have made are outlined in the

Remuneration Report.

Ongoing investment has been critical to

future-proofing our businesses. The Board’s

time and emphasis with management

continues to focus on how to ensure we

continue to drive operational performance

and make value-enhancing growth

investments. This is both an exciting and

important transition for the Group to make.

In this regard, the Board recognises there

are considerable opportunities; completing

the turnarounds of our Australian and

Construction businesses, innovating on

disruption and adjacencies across all the

businesses, driving decarbonisation, and

accelerating e-commerce and digital activity.

We look forward to seeing tangible

progress against all these over the coming

year and into the future.

With a deeply experienced and capable

executive team in place, the Group is

well-positioned to deliver on its goals of

ongoing performance and growth. Our

people are central to achieving these goals

and the Board acknowledges the hard

work carried out by our skilled teams to

deliver for our stakeholders. Coming out

of a tough COVID-19 year in FY20, where

some difficult decisions were made, it was

pleasing to see the improvements being

made by the business. We are focused

on developing a culture of performance

and growth for our people which includes

providing training and development and

driving our inclusion and diversity strategy.

This year’s Annual Shareholders' Meeting

(ASM) will be held on 19 October 2021. I

look forward to updating our shareholders

personally and having the opportunity to

answer any questions they may have.

In closing, on behalf of the Board, I

want to convey my appreciation to the

entire Fletcher Building team. Through

their focus, commitment and hard work,

Fletcher Building is well-positioned for

ongoing performance and growth. We

are dedicated to continuing to enhance

shareholder value and we remain focused

on achieving our aspiration to be the leader

in New Zealand and Australian building

products and solutions.

Bruce Hassall

Chair

Dear Shareholders

Fletcher Building delivered a strong financial

performance and ongoing operational

improvements in FY21. The business

largely enjoyed a more normal trading

environment during the operating period

with only minimal impacts from COVID-19

disruptions.

The Group’s return to profit was pleasing,

with net earnings attributable to

shareholders of $305 million, compared to

a loss of $196 million in FY20 and strong

cash flows from operating activities of $889

million compared to $410 million in FY20.

These were material improvements on both

the FY20 and FY19 years.

Having delivered a strong earnings and

cash flow result, the Board has approved

a final dividend for the year ended 30 June

2021 of 18.0 cents per share (unimputed

and unfranked) to be paid on 17 September

2021. Combined with the 12 cents per

share interim dividend, this brings the total

dividend to 30.0 cents per share for the

FY21 year.

Bruce Hassall, Chair

Fletcher Building Limited Annual Report 2021

4

Firstly, in relation to safety, we remain
resolutely focused on ensuring all our

people get home safely, every day. An

important step in achieving this goal is

reducing serious injuries to zero across all

our sites. With this goal in mind, in FY21

we delivered safety leadership training, risk

containment and life-saving rules across our

businesses. Pleasingly, 85% of our sites

were injury-free and our Total Recordable

Injury Frequency Rate (TRIFR) was 5.0,

12% lower than the prior year.

Secondly, a focus on carbon reduction

forms one important element of our

broader sustainability strategy. We have a

Science Based Target in place to reduce

our direct and indirect carbon emissions by

30% by 2030. In FY21 we made significant

progress towards this goal, having achieved

a reduction in emissions from our base

FY18 levels. Our business unit roadmaps

have been developed to plan in more detail

where carbon reduction is possible and how

we will achieve it. Through this planning,

we have a line of sight to our targeted

reduction of emissions by 2030 from

initiatives across all our businesses.

Thirdly, our customers remain front and

centre of what we do. We continually

collect feedback and understand how we

can constantly improve what we are doing

to strengthen our customer relationships.

Our goal is to build towards a ‘best in class’

net promoter score (NPS) of ≥ 55. Over

the course of the financial year, we were

pleased to see our NPS increase marginally

from 40 to 41, despite a range of service

disruptions due to COVID-19 along with

broader industry supply chain constraints.

Ongoing investments in technology, data,

e-commerce and service enhancements,

such as 'track and trace', will further amplify

our ability to meet our customers’ current

and future needs.

Finally, for our people, we know that strong

engagement translates into our teams and

people going above and beyond to deliver

for our customers. It was disappointing

to see engagement levels decline from

71% to 66% since FY19, however, this

was in the context of a tough period for

our people that included COVID-19 and

the completion of significant corporate

restructuring activities. Having navigated

these challenges, we are now positioned to

sharpen our focus on raising engagement

levels across the business.

Our growth aspirations continue to be

supported by strategic investments, with

net capital expenditure for FY21 of $212

million. This included $78 million towards

the new landmark Winstone Wallboards

plasterboard facility in Tauranga, which we

expect to complete in 2023.

Notwithstanding the ongoing uncertainty

around COVID-19, we believe that the

economic trends in our key markets remain

supportive for further growth. In New

Zealand, the activity pipeline continues to

look ‘stronger for longer’. With ongoing

supply chain and labour constraints having

the effect of smoothing the recent sharp

rises in building consents over a longer

period, this is likely to mean an extended

period of solid building activity through

FY22 and beyond.

Australia’s residential outlook also remains

resilient, particularly across detached

housing and renovations. This is likely to be

offset by the apartments, commercial and

key civil sectors stabilising at current levels.

More broadly, with the combination of a

strong balance sheet, a sound strategy

which we are delivering on and a favourable

market outlook, I am confident that Fletcher

Building is well-positioned to deliver future

performance and growth.

The past year has been characterised by

many challenges and disruptions associated

with the global pandemic. I would like to

acknowledge and thank our more than

14,500 people who have remained focused

on supporting our customers, and each

other, under difficult circumstances. Finally,

I would also like to thank our shareholders,

customers, and suppliers for their support. I

look forward to providing further updates on

our progress in FY22.

Ross Taylor

CEO

Fletcher Building’s strong FY21 financial

result reflects the significant work carried

out over the past three years to reset and

simplify the business. Having delivered on

the first phase of our five-year strategy, we

are confident we now have a sustainable

base from which we can drive further

operational improvements and growth.

FY21 saw increases across all our key

financial metrics compared with both FY20

(heavily impacted by COVID-19) and FY19,

which was a more normal operating year.

Group revenue for the year was $8,120

million compared to $7,309 million in FY20,

while EBIT before significant items was

$669 million, compared to $160 million

in FY20. Group EBIT margins lifted

materially in FY21 to 8.2% and our

return on funds employed (ROFE)

increased to 18.6%.

The businesses generated strong cash

flows from operating activities of $889

million, compared to $410 million in FY20.

Our balance sheet remains strong with $1.6

billion liquidity and net debt of $173 million

at year end.

In addition to our financial performance, we

have also made good progress against our

non-financial metrics which we also drive

through our strategy.

CEO’s Report

Ross Taylor, CEO

Fletcher Building Limited Annual Report 2021

5

Our Strategy
Maximising momentum

to drive growth

Over the past three years,

Fletcher Building has refocused,

stabilised and set-up the

business for performance.

We’re confident that we have the right

strategy to optimise our advantage and

harness the growth trends anticipated in

our key markets.

Our vision is to be the 'leader in New

Zealand and Australian building products

and solutions'.

'Improving the world around us through smart

thinking, simply delivered', represents three

key themes which shape how we operate as

a group of businesses.

Firstly, our purpose recognises our

commitment to make sure what we do is

sustainable, and also makes things better

wherever possible. Secondly, it highlights our

Ross Taylor, CEO

desire to adopt smart thinking in all we do

- for example, by delivering our customers

the best global ideas, or through innovating

or disrupting how we have traditionally

operated. Lastly, at the heart of it all is a

real drive in our organisation to make our

customers' lives easier.

Today, we are resilient and have strong

momentum as we enter the next phase

of our strategy, to deliver ongoing

performance and growth.

Fletcher Construction’s Waikato 50 Project Director

David Taylor, and Project Manager Kirsty McVicar

(winner of 2021 Women in Construction award).

Fletcher Building Limited Annual Report 2021

6

Zero injuries every day
Our commitment to safety is at the heart

of what we do. We believe all injuries are

preventable and are committed to our

responsibility to get our people home safely

every day. We will never stop aspiring

to create a safer workplace.

Market leading customer

solutions and services

Delivering long-term value for our customers

is how we will achieve our vision. We are

continuing to invest in strengthening our

customer-centric mindset, by actively

listening to what our customers (and potential

customers) are telling us, and anticipating their

needs through advanced data and analytics.

This will allow us to continue to meet our

customers' current and future needs, and

provide a seamless and positive experience.

Lowest delivered cost

We are always looking for ways to do

things better and more efficiently to drive

sustainable cost management. Our focus

will be investing in initiatives that create real

customer value and stopping those that don’t.

Economic performance of each

business in industry top quartile

We plan to extend the advantage of our

powerful heritage brands by arming all our

businesses to perform to their full potential.

Having the fundamental elements of our

business right will enable our efforts

and resources to focus on growth,

with the capability to make more

strategic investments.

Leadership in innovation,

sustainability and growth

via disruption

We want to be the leader in

bringing new ideas and trends

from around the world to our

people, our partners, and our

customers. To do this we must not

be afraid to disrupt the markets,

the competition and, where

necessary, ourselves. Our focus

on sustainability will help drive our

innovation by shaping how key

resources are used in products

and processes.

Anchored by our Values

Four values define how we work at

Fletcher Building. Across the organisation,

our people strive to constantly

demonstrate these characteristics

each day.

Our Strategy

To believe that all injuries

are preventable and

genuinely care about

getting our people

home safely, each

and every day.

To innovate and grow

by creating a workplace

where everyone shares

ideas and has a go.

To listen and understand

our customers, know our

competitors and provide

our customers with

products and services

they value.

To use our diverse

backgrounds and

experience to create

better results than

ever expected.

Vision

To be the leader in New Zealand and Australian building products and solutions

Purpose

Improving the world around us through smart thinking, simply delivered

Strategic

Goals

Zero injuries every

day

Market leading

customer solutions

and services

Lowest delivered cost

Economic

performance of each

business in industry

top quartile

Leadership in

innovation,

sustainability, and

growth via disruption

Our

People

Focused on

operational excellence

Global expertise –

locally delivered

Obsession for

customers

Strive for growth

and innovation

Driven by purpose

and values

Group

Measures

Zero Serious InjuriesNPS ≥ 55Engagement ≥ 80%30% Carbon Reduction

Growing Market ShareEBIT Margin ≥ 10%Cash Conversion > 60%ROFE 15%

Our strategic goals are focused on achieving performance and growth

Fletcher Building Limited Annual Report 2021

7

85%
37,000

of our sites were

injury free

leader-led site safety

walks took place

When it comes to keeping

our people safe, our work

is never done. However,

we are pleased to see a

marked improvement in

safety performance and

our people’s commitment

to making ‘zero’ a reality.


Wendi Croft, Chief Health and Safety Officer

Zero Injuries Every Day

Our safety commitment

The Protect safety programme is focused

on ensuring this belief is made real and

built into all our rituals and practices which

provide our people with the skills and the

tools to proactively manage safety.

We have a strategic vision for our future and

a realistic plan to get us there. We know

that good safety is critical for our people and

performance. It is simply good business.

Getting to ‘zero’

Our current injury performance is improving,

and when analysed over a five-year period

we are recording a downward trend on

serious injuries, dropping from an average of

25 per year down to 8 in FY21. That means,

Firstly, we knew we had to shift mindsets.

To achieve zero, our people needed to

personally connect with Protect and

to believe that preventing all injuries -

getting to ’zero’ - is possible. Along with

the values, the executive and business

leaders came together and identified four

things that all our people can do every day

to make a difference:

> Believe all injuries are preventable

> Never walk past – speak up and

take action

> Celebrate the good stuff

> Care for each other.

Safety needed to be line-led, not policed

by the safety team.

Leader site safety walks have been a

foundation in resetting that attitude.

In the past year, leaders have completed

over 37,000 leader walks, talking with

our teams about the work that they do

and supporting safety improvements.

Our leaders have monthly scorecards

and KPIs regularly reviewed, but it’s only

when our leaders are out on site and

engaged that we can truly foster a safety

leadership culture.

Shift

Mindsets

Develop

Leaders

The five fundamental

pillars to our strategy

Our plan is to ensure every person who works for us or with us

goes home safely each and every day. Fundamental to achieving

this is to make Fletcher Building a place where all our people

believe that all injuries can be prevented.

on average, 17 more people went home

safely to their families in the past year, free

from serious or life altering injuries. We

think this is the strong start we are looking

for, but our work on protecting our people

and each other, is never done.

Our Total Recordable Injury Frequency Rate

(TRIFR) was 5.0, a slight improvement

from last year. At this rate, we are ahead

of most of our peers in Australia and New

Zealand. However, we know that the best

companies in the world get below 3. We

will continue to drive TRIFR down as we

continue on our path toward preventing

all injuries.

Our Protect strategy

To understand how safety performance

can be improved, we turned to global

experiences to draw on how the best in the

world have optimised their safety culture to

deliver zero injuries.

Fletcher Building Limited Annual Report 2021

8

Getting in place the right organisational
structures, systems, processes and plans will

support our vision long term.

Our leaders are now supported by capable

Environmental Health and Safety (EHS) teams

which collaborate with them as trusted safety

partners. We have committed to simplifying

and decluttering our safety systems, including

gathering our big data together and using

business intelligence tools to gain insights

into our performance.

We have included supporting our Protect

safety programme as a key priority in our

Remuneration Framework review for FY22,

as outlined on pages 58 and 61.

Our frontline workers and teams are

the foundation of our business. They are

both the most vulnerable and the most

experienced in the risks we are exposed

to every day.

Together with our frontline teams, we

agreed and established new Life Saving

Rules – simple rules everyone can follow

at work, that we all know can protect

each other and save a mate's life. In the

coming year, our Frontline Development

Programme will be focused on enabling

our people to speak up, challenge their

risk perception and shift the way that they

think about safety at work.

Managing our critical risks well - the areas of our

operation that when mishandled can result in

serious injury or death - is essential to get right.

We know that we need to be disciplined

around our critical risks and that we need to

sharpen our risk perception. Through our risk

containment activities, teams physically seek

out and contain exposed risks that could cause

serious or fatal injuries. 2,242 risk containment

sweeps have systematically identified and

contained critical risks in FY21, and we have

continued a downward trend in the number

and severity of the injury related claims lodged

across our businesses.

In the coming year and beyond, we will be

implementing a full risk analysis and assurance

process for our critical risks based on global

best practice. This approach will enable us to

focus in on a few critical controls, verify that

they are in place and assess their effectiveness.

This will give us confidence and visibility over

the things that really matter to save a life.

Enable the

Frontline

Manage

Critical Risks

Drive

Accountability

Our people are leading the way in developing personalised

augmented reality experiences for site safety inductions. These

easy step-by-step immersive tools provide a paper-free alternative

to enhance contractors' risk awareness onsite.

Fletcher Building Limited Annual Report 2021

9

FY17FY18FY19FY20FY21
6.9

5.1

5.2

5.7

5.0

(3)

33

2121

88

FY17FY18FY19FY20FY21

Establishing an aspirational safety culture

Seeing leaders thinking differently about

safety and our injury rates decrease gives

us confidence we are heading in the right

direction. We are achieving material change

in how we run our businesses – from

our fleet management to our inductions,

from integrated risk solutions to simple

innovation investments such as the 'Jonny

Rail’ heightened scaffolding standard or tip

alarms on heavy vehicles. We believe that our

leadership focus and our strategy will help

us deliver on our safety commitment of zero

injuries every day.

Two years ago, when we embarked on this

journey, only 42% of our people believed all

injuries were preventable. That meant that

most of our people expected to continue

to experience harm at the same rate – that

the injuries were just inevitable. This is

unacceptable to us. We are seeing early signs

that this belief is changing and more of our

people are going home safely every day. It’s a

good sign that our strategic focus is making

a difference.

Learning from our near misses and from our people is essential. 6’4” Fletcher Living subcontractor

‘Jonny’ was the inspiration for the addition of another rail on all our scaffolding – putting our sites

well above safety standards and ensuring everyone is safe.

Zero Injuries Every Day:

Our safety commitment

Continued

Total Recordable Injury

Frequency Rate

(1)

Serious Injuries

(2)

Further insights into

our Protect safety

programme

Watch Video

(1)

Total recordable injury frequency rate.

Measured by the total number of recordable

injuries per million hours worked. TRIFR does

not include restricted work injuries.

(2)

Serious Injury includes immediate treatment

as an in-patient at hospital for more than 24

hours or immediate treatment for a serious

injury or illness as defined by Safe Work

Australia.

(3)

Subcontractor TRIFR for FY21 was 4.9.

Fletcher Building Limited Annual Report 2021

10

Mental health pressure on the workforce
is a reality across many industries, and the

awareness of those impacts in the construction

sector are well documented. Making Fletcher

Building a place where our people thrive at

work and know they are cared for by their

teams, is a force our leadership is determined

to get behind.

For several years we have provided programmes to equip our

people to manage their mental health more proactively. With

the arrival of COVID-19 and, unprecedented stress to all areas

of our lives during this last year, the need to dial-up those

efforts was evident.

Many of our operational sites continued in a highly sanitised,

socially-distanced state and had added production pressure

without the same comradery that drives site culture. At home,

our people were often thrust into a reality of work life and

personal life squeezed into close quarters.

Our Fletcher Building executive quickly initiated frank and open

virtual conversations about the impact as we all adjusted to

a ‘lockdown’ or altered operational environment. From there,

our leaders began tailored efforts to bring people together

regularly. Arming our workforce with mental health tools to

cope was essential. In addition to the support provided by

our long-standing Employee Assistance Programme (EAP) we

increased a wellness focus through our dedicated employee

hub app and a series of virtual resilience trainings, including a

special session with TV psychologist Nigel Latta to put it all into

perspective as a community.

Protect Our Mental Health:

Skills to cope with a disrupted work and home life

Case Study

Fletcher Construction and PlaceMakers have expanded partnerships with

MATES in Construction activating initiatives to help improve mental health

and prevent suicide across the industry. From left Lance Van Niekerk, Victoria

McArthur (CEO MATES in Construction), Bruce McEwen and Slade McFarland.

Residents in the Australian state of Victoria in particular – where

many of our Australian operations are based – found themselves

in the grip of a highly disruptive 111 day lockdown during the

winter months of 2020. Fletcher Building Australia accessed

a programme of tailored support from our partnership with

NZ-based Mentemia, specialists in digitally-delivered mental

wellbeing to create the Protect Our Mental Health programme.

This was led from the front, with the senior leadership team

sharing their own, personal stories of mental health. More than

200 Protect Ambassadors were mobilised to help reach into the

business and better connect our frontline workforce to tools

and support. Mentemia’s purpose-developed app connecting

with virtual workshops and a regular programme of podcasts

and webinars led by a psychologist, generated impressive

attendance. Informal online ‘coffee and chat’ catch ups drew a

gathering, the largest of these attracted 70 people.

With more than 4,500 people spread across 250 sites, never

before has our Australian national business been able to connect

together so seamlessly. Leaders report back more conversations

around mental health has increased the cohesiveness of teams,

and the business was able to achieve better performance as

a result.

In FY21 Fletcher Building established a partnership with MATES

in Construction, in their mission to combat the enormous toll

of death by suicide in the building and construction industry, a

programme which will expand in FY22. Thanks to a grant from

the PlaceMakers Foundation, PlaceMakers is now working with

MATES in Construction to offer in-person support, information

and training for staff across 70 stores and sites nationwide.

We led the Protect Our Mental

Health initiative from the front –

launching the programme to 250 of

our people with a series of change

stories from our leaders. Soon after

we kicked off a series of workshops

and webinars available to help our

people through difficult times,

supplemented by access to the

handy Mentemia app.


Dean Fradgley, CE Australia

Fletcher Building Limited Annual Report 2021

11

Environmental Advisor,
Cameron Russell using

drone technology at

Winstone Aggregates

Hunua Quarry.

Embracing Innovation and Disruption

to Drive Future Growth

Driving business growth requires both discipline in our existing

businesses and a willingness to embrace innovation and disruption to

fuel future performance and growth.

Innovation at Fletcher Building involves the whole organisation and ranges from day-to-day

performance improvements to disruptive change. It involves us applying agile process and

experimentation techniques and partnering with leading global innovators and disruptors to

bring new ideas to our businesses.

Driving growth through data and digital innovation

Our business is increasingly shaped by the need to build for a sustainable future by embracing

new products, technologies and processes which will meet the shifting expectations of

our customers, and transforming our current ways of working to ensure that our operation

delivers efficiently and safely, always.

As we respond to these opportunities, we are not ‘re-inventing the wheel’, rather we

deliberately look to great innovators to determine what is relevant for our customers in

Australia and New Zealand and develop these ideas for our local markets. We then use our

scale to commercialise these new ideas quickly.

Core to all of our innovation ambitions is understanding our customer needs and behaviours.

By leveraging our significant data assets, we are able to understand threats and opportunities

in our markets and respond more quickly to address them.

Specifically, we are using data analytics and digital capabilities to simplify our customers’

experience and to scale our distribution model. One example of this is the digital tools we are

developing for our customers allowing them to plan their work and manage their accounts to

help them improve their business.

These tools improve our customers’ experience and also provide us with greater insight into

our customers’ behaviours.

innovation pilots

underway

people involved in

innovation challenges

to date

20

264

Fletcher Building Limited Annual Report 2021

12

Case Study
While digital capabilities are commonplace

in many aspects of our lives, the trades industries

have traditionally continued to rely on paper-

based account management. However overseas

trends show this is changing rapidly.

Our PlaceMakers team wanted to get ahead of the curve,

be bold and disrupt the way we’ve always done things by

enabling customers to connect anytime, anywhere. The

ambition being, to put a PlaceMakers store ‘in the pocket’ of

every New Zealand builder.

By adopting an agile delivery model and partnering with both

onshore and offshore development capability, we are able to

bring products to market. This helped us speed up the launch

of the ‘Trade App’ in 2020, allowing customers to receive

contactless service following the initial COVID-19 disruption in

New Zealand. For the first time, trade customers could place,

track and update their orders in a seamless mobile experience.

A desktop and tablet friendly ‘Trade Portal’ quickly followed

with additional features, along with a fully integrated,

mobile-optimised consumer online store to complete the

e-commerce capability.

Customer centric, digital solutions are now in-store with the

launch of ‘Skip the Counter’ experience, reducing queues at

the trade counter and allowing customers to drive in, scan

and drive out.

No need to leave the worksite

PlaceMakers e-tools (Trade App and Trade Portal) allow

customers to view their specific product pricing, check

stock availability and place orders for click-and-collect or for

delivery to site. The ability to get the materials they need

to complete their jobs is no longer constrained by opening

hours, location or stock unavailability, they can manage all of

this from wherever they are.

Customer uptake of PlaceMakers e-tools has been strong

with 31% of trade customers now registered on the digital

platform and digital sales growing to over 8% of total

sales. It’s an encouraging result given that our international

benchmarking for similar trades businesses indicates 5% total

digital sales over five years is the standard.

Over the next 12-18-months PlaceMakers will continue to

drive awareness of the benefits of a mobile-managed account,

working with customers to understand their business' pain

points and what’s possible with these new tools.

With the digital platform fundamentals now in place,

customer experience improvements and new features are

continuing to be developed and rolled out.

PlaceMakers has a roadmap of ongoing developments to

deliver a personalised customer centric experience and new

features which make builders’ lives even easier. From basic

customer prompts such as, “Do you need screws with that?”

to more customer-centric features such as the ability to ‘create

a quote’ for their own customers. PlaceMakers is driven to

become an integral part of our customers' world and make it

even easier for them to do business.

Digital enablement for PlaceMakers trade customers

The new PlaceMakers.co.nz Trade App and

portal and refreshed online store deliver a

more convenient digital experience, connecting

customers to shop and manage their trade

business whenever they choose.

Our digital focus has centred

around harnessing technologies

that drive convenience and value

for our customers. We are creating

solutions that enable a seamless

integration into their world, making

it easier for them to do business

with us.


Bruce McEwen, CE Distribution

Fletcher Building Limited Annual Report 2021

13

Our dedicated Innovation
and Sustainability team is

constantly looking to identify

and evaluate global trends

and new opportunities that

can complement our existing

businesses or disrupt the

industry. In the past 12 months

we’ve made significant

progress in forging ahead on

key areas where we can apply

a disruptive lens to drive new

product development, process

efficiencies, sustainability and

better customer outcomes.

Through our innovation programme, all Fletcher Building

people are being encouraged to become ‘innovators’.

Embracing Innovation and Disruption to Drive Future Growth

Continued

Bringing the outside in

Our team has a systematic process to

identify and quickly evaluate new product

opportunities, process innovations,

technologies, business models, and

partnerships. Starting with broad but

targeted global market eco-system

scans, we identify a pipeline of potential

innovations to address specific market

opportunities.

The ideas that come out of the eco-system

scans are prioritised and assessed against a

set of criteria. With input from our business

unit experts, we then select a number of

key opportunities to pursue in more depth.

We have completed six eco-scans and have

generated exciting developments with 20

pilots and partnerships now in place such as

Carbon Cure, a technology that lowers the

carbon content of concrete; Marxiant, a 3D

product representation software; Partium,

a digital object recognition technology, and

Ligate, a 100% bio-based adhesive.

To drive an entrepreneurial mindset at

all levels of the organisation, we have

established our Innovation Capability

Building Programme, with several hundred

people participating in different types

of innovation training, workshops, or

collaborative programmes working on real

innovation opportunities.

Fletcher Building Limited Annual Report 2021

14

In our Fletcher Living developments our
competitive advantage is that we control the

master-planning, which also allows us to create

the parks, play areas and other amenities that

are the foundations of a vibrant community.

These valuable community resources also

mean we can optimise the number of houses

to be built, without residents missing out

on that valuable outdoor living they love. We

are also able to continue to deliver homes at

all price points (generally in the $600,000 to

$900,000 range) in desirable locations. Fletcher

Living homeowners endorse this approach,

and consistently report back favourably on the

experience, with our net promoter score (NPS)

in the excellent range (NPS +68 in FY21).

In the last year, we have continued to evolve

our home offerings, commenced some work on

understanding the future of sustainable housing,

including a focus on a future of low-carbon

houses, and incorporating trends in technology

including electric vehicles and automation in

the home. We responded quickly to the shift to

work-from-home by adding facilities, such as

study nooks to our design plans.

Over the last five years our land development

strategy has grown to support a sophisticated

approach to selecting the right land in the right

location, then rezoning to share and create the

Building a base for smart expansion of

Fletcher Living housing in New Zealand

ideal conditions for our Fletcher Living

residential developments.

Our Clever Core offsite manufacturing is

continuing to evolve. In its first calendar year

of formal operation, we have expanded our

range of design typologies to over 20 and we

have successfully installed 97 new homes for

Fletcher Living in the last year.

With the recent acquisition of world leading

DfMA (Design for Manufacture & Assembly)

software, Clever Core has increased the speed

they are able to adapt their operation to new

design typologies, translating concept designs

to assembly-ready products faster and at a

lower cost. In FY22, one in five new Fletcher

Living homes will be delivered by Clever Core.

The evolution of our apartment offering

continues, typically at a mid-market price

range which holds growing appeal as Auckland

becomes increasingly densified. Our focus on

driving innovation in this type of housing grows

and we are developing sites in suburbs such as

Three Kings, Northcote and Panmure to deliver

our distinctive community approach. Some of

these apartments will include commitments

to deliver KiwiBuild or other government

programmes such as shared equity housing.

Fletcher Living’s One Central

development in Christchurch,

winner of 2021 Te Ka

-

hui

Whaihanga New Zealand

Institute of Architects

Canterbury Awards

(Multi-Unit development).

Fletcher Living NPS

house typologies

built by Clever Core

68

20+

Fletcher Building Limited Annual Report 2021

15

Embracing Innovation and Disruption to Drive Future Growth
Continued

Focusing our core New Zealand

businesses for growth

by investment such as the mobile extrusion

plant and upgrading of manufacturing

capability. These improvements have led

to the development of new products

and solutions enabling entry to new

market segments.

In the past 18 months, Winstone Wallboards

has seen strong growth in its Weatherline

®


Rigid Air Barrier product. With its distinctive

purple colour it is noticeable across both

commercial and residential sites. The

system benefits are wide-ranging including

moisture protection, early close-in providing

temporary weather protection during

construction, enhanced thermal efficiency

and structural bracing elements.

Improving our capacity to innovate for

growth is also important. Winstone

Wallboards is a world-class business

and our current Auckland plant is nearing

end-of-life. The new plant at Tauriko, Bay

of Plenty is set to open in 2023 and will

bring significant economic benefit to the

Tauranga region and around 100 new

permanent jobs. It will enable exciting

innovation opportunities, becoming a

hub for new product development while

improving energy, manufacturing and

logistical efficiency. Importantly, it will

provide the capacity to support long-

term demand for and surety of supply of

plasterboard in New Zealand. It will also be

more environmentally friendly, allowing us

to recycle used plasterboard and reduce

carbon emissions by 10%.

In our NZ Core divisions, our programme

of investments in modern manufacturing

and supply chains is taking effect. These

initiatives aim to deliver growth through

increasing process efficiency, reducing

cost of production and reducing our

carbon impact of production. A variety of

innovation initiatives are underway in our

Building Products division. These include

a wider range of cost-effective automation

solutions, such as at Tasman Insulation

which has resulted in 7% productivity

improvement; and the acceleration of our

new product innovation pipeline across our

Products, Pipes and Steel businesses. Iplex

has seen solid market share growth driven

GIB’s new Weatherline

®

Rigid Air Barrier product is being installed

at Fletcher Living’s Waiata Shores development in South Auckland.

Fletcher Building Limited Annual Report 2021

16

Case Study
Innovation delivering insights into customer trends

By applying innovation practices, including embracing

Product Vitality measures, Australia have demonstrated

they can continue to bring to market the latest and most

desirable products customers want, sooner.

Scanning for, trialling and testing innovation

is one thing, but making smart decisions to

ensure longer-term effectiveness of innovative

practices, products and services in our business

requires a combination of data-led disciplines.

With market leading joinery and surfaces business Laminex

Australia, we have sought to accelerate our growth in

decorative sales over the past two years, by employing

innovative strategies to capture customers’ attention. To

lead the market, our product selection of roughly 9,000

individual products needs to always ‘hit the mark’ with

bold options, popular ranges and great customer choice.

To clearly assess product performance Laminex is using a

range of analytics tools.

In the past year, Laminex has added the Product Vitality

Index to their reporting KPIs to provide a view to help

ensure their customers always have access to the newest,

most durable, and desirable products.

The Product Vitality Index is a measure that describes

'new' product revenues as a percent of total revenues.

By including the index into their monthly operational

evaluation process, they can better understand where they

are at and where action is needed. This has led to dedicated

focus on delivery of new product development projects

and initiatives that respond to market needs, drive product

leadership within the industry and deliver fresh new sources

of business and revenue growth.

Consistent market and customer feedback indicates that

over the last three to four years, Laminex has increased

its level of innovation and product leadership. This has

translated into a record number of product launches,

particularly those targeted at new product categories and

applications, which has led to increased consideration and

use of our products. In the past six months alone, Laminex

has launched three new brands, Haven Kitchens by Formica,

Surround by Laminex and Fusion, with a total addressable

market of over A$3 billion.

Following this process, Laminex are currently maintaining

a Product Vitality of over 12%. The end result is a clearer

forecast of future product pipeline that will land with our

customer base. It’s a welcome part of the kit enabling Laminex

to perform very well in market with margins in historic top

quartile levels and sustainably low overhead costs.

Fletcher Building Limited Annual Report 2021

17

Leadership in Sustainability
Our aspiration is to lead our

markets with sustainable building

materials, construction and

distribution. We have been making

steady progress to improve the

sustainability of our products, and

to innovate so that as our business

thrives we also play our part in a

sustainable future.

Be the leader in making sustainable

building products

Reduce the environmental impact of our products

Gain sustainability product certifications

Transparent

environmental, social

and governance

reporting

Improve environmental,

social and governance

reporting across our

business

Careful

management of

our resources and

emissions

Reduce carbon

emissions in line

with limiting climate

change below 2

o

C

Partner with our

supply chain to deliver

sustainable outcomes

Improve environmental,

social and governance

reporting within our

supply chain

Support our people

and our communities

Protect our people from harm

Improve diversity, equity and

inclusion in our workplace

Provide world-class learning

and development opportunities

Measure the impact and

opportunities we provide in the

communities where we build

Build healthy homes and deliver sustainable infrastructure

Meet a consistent sustainability standard for our construction projects

Understand what matters to our customers and lead in providing

sustainable solutions

Innovate to sustainably grow revenue, margin and markets

Our sustainability strategy deepens our

commitment to our people and customers.

We focus on the issues that are significant

for our business and our stakeholders to

form the core aims of our strategy, and

we look for areas where we can make

a meaningful difference. These are our

material sustainability issues. In this annual

report we outline our performance on the

most significant of these issues, which

are improving our safety performance,

reducing our greenhouse gas emissions

and supporting our people.

Fletcher Building Limited Annual Report 2021

18

FY20: 39%
FY21 waste diverted

from landfill

FY20: 9

FY21 Environmental Product

Declarations (EPDs)

Products with EPDs

46%

10

Leading in sustainability

As a leading building products, construction,

and distribution business we take our

environmental responsibility seriously. We

understand the need to address carbon

emissions and mitigate the impacts of climate

change. As part of that commitment we are

the first construction materials company in

Australasia to set a Science-Based Target

(SBT) for carbon reduction – our ’30 by 30’

target to reduce our emissions by 30% by

2030. We were pleased to be recognised

by the Carbon Disclosure Project (CDP) this

year as the most improved business in New

Zealand for our carbon reporting.

We are an active member of the Sustainable

Business Council, the Sustainable Business

Network, the New Zealand Green Building

Council and the Infrastructure Sustainability

Council of Australia.

Reducing our greenhouse gas

(GHG) emissions

The main sources of our GHG emissions

are the fuels used to produce our products,

known as process heat, emissions from the

cement-making process, our electricity use

and our emissions from transport.

We have taken steps to reduce our impact

in all these areas – each of our business

units has a Carbon Reduction Roadmap that

identifies specific initiatives to meet our ’30

by 30’ target.

Process heat and cement

We made substantial investment in reducing

coal use for our cement operations at Golden

Bay Cement this year and we are actively

investigating solutions to minimise emissions

from the cement-making process.

Our forward plans for further reductions

across the business include the new

Winstone Wallboards plant we plan to open

in 2023, which will reduce emissions by

10% as well as increase recycled content in

the product and be significantly more

water efficient.

SUSTAINABLE DEVELOPMENT GOALS

The Sustainable Development Goals are a global set of goals

adopted by New Zealand, Australia and all United Nations

member states that support strategies to improve health and

education, reduce inequality, and spur economic growth while

tackling climate change and working to preserve our oceans and

forests. Fletcher Building’s sustainability aims support these eight

United Nations Sustainable Development Goals.

The essential Waikato-50 water

initiative will increase Auckland water

supplies by an additional 50 mega

litres per day. The project was delivered

in a little over a year instead of the

three to four years it would normally

take for a project of this size.

Fletcher Building Limited Annual Report 2021

19

0
200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

FY20FY19FY18FY21

Emissions (tCO

2

e)

Green electricity

This year we continued to reduce electricity usage in our Australian

businesses through energy efficiency programmes and site

consolidation. We installed one of New Zealand’s largest rooftop

solar energy systems at our Laminex manufacturing facility in

Hamilton and it is providing 19% of the energy for the site on

average and reducing greenhouse gas emissions for the site by

around 3%. We also completed an initial assessment of solar

options for our larger Australian sites.

Low carbon transport

From the small to the large we are moving away from fossil fuel

to power our vehicles. This includes a move to electric forklifts and

tipper trucks in some of our operations, transitioning 20% of our

construction fleet to hybrid by the end of next year, and investigating

hydrogen and electric options for heavy vehicles across our

business.

Our FY21 GHG emissions

Combined Scope 1 and 2 carbon emissions in FY21 were 1,145,035

tCO

2

e compared to 1,238,380 tCO

2

e, our FY18 baseline. Our

emissions intensity - the tonnes emitted per million dollars of

revenue - reduced by 6%.

Approximately half of the overall reduction was due to our project

to reduce coal use at Golden Bay Cement by using end-of-life tyres

and work in our Australian businesses on energy efficiency, including

consolidation of some sites. The remainder was due to lower

production volumes at Golden Bay Cement while we installed the

end-of-life tyres facility.

Sustainable products

We continue to increase the number of our products that hold

Environmental Product Declarations (EPDs) and other sustainability

certifications. EPDs assess the environmental impact of a product

across the entire product lifecycle. EPDs provide a verifiable and

transparent product assessment against an international standard.

They empower our customers to make an informed choice about

the environmental impact of the products they choose. We have

published 10 EPDs in Australia and New Zealand and will complete a

similar number over the next three years, which will meet our aim of

holding sustainability certifications for all our major products.

A number of our products also hold other sustainability certifications

such as Declare labels and Environmental Choice certifications

which are recognised within green building standards such as Green

Star and Homestar.

Reducing waste to landfill remains an area of focus for our business,

and in particular reducing waste from construction and demolition

activities, which is a significant component of landfilled waste in

both New Zealand and Australia. In FY21 our waste to Class 1

landfills was 23,456 tonnes and diversion from landfill was 19,604

tonnes. This equates to 46% diversion from landfill and is a 7%

improvement on last year.

We see reducing waste generation and applying ‘circular economy’

principles to use waste from one industry as a raw material input for

another industry as key to overall waste reduction.

Combined Scope 1 & 2 emissions

Scope 1 emissions

Combined Scope 1 and 2 carbon emissions*

*Figures exclude International division.

Scope 3 emissions for FY21 were 813,725 tCO

2

e.

We are the first building

materials company in Australasia

to publish a Science-Based

Target (SBT) for carbon

reduction – our ’30 by 30’ target.

Leadership in Sustainability

Continued

Our businesses are proud to provide civil works for the Waipipi

Wind Farm on 980ha of coastal land between Patea and Waverley.

The site is expected to deliver about 455 gigawatt hours of

electricity each year—that’s enough to power about 65,000 homes.

Scope 2 emissions

Fletcher Building Limited Annual Report 2021

20

Leading our markets in innovative practices to reduce carbon emissions, is not just
making good on our commitment to a reduction of 30% emissions by 2030, it can be

really good business. As we explore the opportunity to bring the best of global thinking

to this part of the world, seeking opportunities to reduce business costs and increase

process efficiencies, customer enhancements and product improvement are central.

Case Study

Sustainability as a springboard for growth

3.1m

At New Zealand’s only end-to-end cement plant Golden Bay Cement, we are now

using end-of-life tyres in cement manufacturing which helps to solve a significant

waste problem and improve the sustainability of this key building material.

Golden Bay Cement (GBC) is New

Zealand’s only manufacturer of

cement and is uniquely positioned to

take advantage of innovations in the

cement process to reduce the impact

of manufacture. For 17 years GBC has

used waste wood to help displace coal

and reduce its emissions. This is one

reason why cement from GBC already

takes 20% less carbon to manufacture,

per tonne, than imported cement. This

performance is set to improve because in

FY21 GBC implemented a process to help

minimise waste across New Zealand as

well as reducing carbon emissions from

the plant, in partnership with the Waste

Minimisation Fund. GBC now uses waste

tyres at the end of their life as a fuel,

replacing coal.

Tyres that would otherwise go to landfill

are combusted as part of the cement

making process. The process can

consume up to 3.1 million waste tyres

per year, half of New Zealand’s output, as

fuel to substitute 15% or more of the coal

used to achieve the high temperatures

that cement making requires. The tyres

are transported to GBC by another

Fletcher Building business, Winstone

Aggregates, who backload shredded

tyres from the processing plant

in Auckland.

Because the tyres contain a proportion of

natural rubber, this fuel source has lower

carbon emissions than coal by around

13,000 tCO

2

e per annum. The steel in

the tyres saves 5,000 tonnes of ironsand

from being mined for use in cement. The

high temperatures in the cement kiln

mean that the tyres burn cleanly, with all

the ash and steel content becoming part

of the finished cement. At the same time

it helps solve a major waste problem

for New Zealand.

We are looking across all our concrete

products to create new, sustainable

products. We work with our customers

to refine the concrete they need using

our Firth carbon calculator, and these

customers can take advantage of Firth’s

low carbon cement offer. We are also

looking at the other raw materials used in

concrete, and this year we started trials

of recycled aggregate production at our

Hunua Winstone Aggregates site.

tonnes of carbon reduced so far

9,000

tyres diverted from

landfill per year

Fletcher Building Limited Annual Report 2021

21

From project managers to cement truck drivers to environmental specialists, our business operates at its
best when we embrace the scale, experience, and diversity of our people. Every day we are privileged to

have more than 14,500 talented people band together and turn our purpose and vision into reality.

Our People

Developing a culture of performance

and growth for our people

In return, Fletcher Building aims to offer our

people an exceptional employee experience

with a commitment to help them succeed

personally and professionally. Our goal is

to provide an inclusive, safe and healthy

workplace, where teamwork is celebrated

and where people are challenged to be bold

and channel their inner innovator to help our

business grow.

Providing our people with career growth is a

priority. We are pleased that in FY21, nearly

half of all open positions were filled by

internal candidates, creating, in turn,

new opportunities for people to join

Fletcher Building.

Just as importantly, we have worked hard

to ensure that our people, whatever their

skillset and background, have access to

the necessary development opportunities

and experiences to build rewarding careers

with Fletcher Building. This has seen us

offer more than 166,000 hours of training,

learning and development options for our

people. We continue to be grateful for the

ongoing support of the Fletcher Building

Employee Educational Fund who in FY21,

invested more than $4.2 million in the

development of our people.

Our most recent employee engagement

score was 66%, down from 71% in FY19.

Whilst this drop is disappointing, it is a huge

motivator to make improvements across

the Group to help our people feel more

connected to Fletcher Building in the future.

Our key people traits

To succeed, we need a range of talented

people from diverse backgrounds with

different perspectives and experiences.

As part of our strategy, we have identified

a handful of fundamental people traits

and values that will be critical if we are to

achieve our true potential.

Operational excellence

Operational excellence is about making

sure we are delivering the basics well, all

the time. This key trait ensures we are

operating our businesses effectively

and efficiently while building solid

foundations to grow from.

22

Fletcher Building Limited Annual Report 2021

This starts with a culture where safety is

always put first, no matter where in the

business our people work and strengthening

our belief that all injuries are preventable.

As part of our Protect programme, we

launched The Safety Leadership Programme

(SLP) which we highlight in the case

study opposite.

Another particular focus of operational

excellence in FY21 has been around pricing.

We recognise that to achieve the margin

expansion we want to deliver, we need to

enhance our pricing discipline. To do this

we have been building the capability of

our people in this area. An applied learning

framework encouraged teams to link their

learning to their own market, including

understanding pricing from a customer point

of view and what creates value for them.

Feedback has been positive with our

Stramit Australia teams commenting that

having a common framework to talk about

customer value is already positively changing

conversations about pricing across teams.

The Fletcher Construction team working on the Ara

Tu

-

hono – Pu

-

hoi to Warkworth project will extend

the four-lane Northern Motorway (SH1) 18.5km to

just north of Warkworth. The project is a partnership

between Waka Kotahi NZ Transport Agency (NZTA)

and the Northern Express Group (NX2).

Fletcher Building Limited Annual Report 2021

22

In FY21 we created our own Safety Leadership Programme (SLP) to
provide a purpose-built framework for leadership development to enhance

safety across the organisation. SLP is our primary tool to upskill and

empower our line leaders who are responsible for leading safety within

their division, business unit and teams.

What makes this a truly unique programme is that SLP is facilitated by

line managers, bringing credibility to the delivery as they are encouraged

to tell their own stories to connect with their teams. The programme

encourages people to talk openly about how they can personally

contribute to a safer workplace, rather than putting the emphasis on

compliance and legal obligations. In a practical sense, this means that

our people will focus on their own safety and that of their colleagues,

regardless of whether a supervisor is present or not.

SLP has become the gold standard for a truly authentic ‘by us, for us’

approach to developing a leadership vision, and a practical toolkit for our

leaders to engage the hearts and minds of their people. The cascaded

approach means no one is asked to lead differently until they have felt

a difference in their own leader. The programme is supplemented by

significant and ongoing coaching, which extends over a six-month period,

providing participants with the chance to hone their skills in their own

work sites.

The roll-out of the programme started with CEO, Ross Taylor leading

the executive team through the programme, who in turn took their own

leadership teams through it. We anticipate nearly 1,500 leaders will be

engaged in the programme by January 2022.

Our people have told us that it has made a difference to have their own

leaders facilitating workshops and genuinely leading these discussions.

Participants say they were particularly impacted by the open, honest

story telling which created an environment where they feel they have an

important and relevant part to play.

As one of our senior managers commented: 'this isn’t a safety course

that happens to be about leadership; it’s a leadership programme that

happens to be about safety.'

78395%

agree or strongly agree they

will be a better safety leader

after attending the SLP

safety leaders initiated their

training through the SLP

Developing as safety leaders

Case Study

Line managers, site supervisors and plant managers

are re-emerging as confident safety leaders through our

Safety Leadership Programme. At its heart is a shared

vision of achieving 'zero injuries every day'.

Boldly driving a customer mindset

Three of our people traits are intrinsically linked;

obsession for customers; global expertise, locally

delivered; and striving for innovation and growth.

Instilling these traits in our teams and growing

them further is how we will stay ahead of

our competitors.

We are orientating our business more towards

our customers to meet their shifting needs,

which requires using more data and analytics

to understand them better and anticipate their needs.

It also means encouraging our people to deliberately

look outside of their own businesses and industries for

innovations that improve the customer experience by

embracing disruptive global trends.

Building an innovation mindset and culture is central to

Fletcher Building achieving our goals. Over the past year,

our people have had the opportunity to be involved in a

range of different innovation activities.

One such example is the Fletcher Steel Innovation

Challenge which engaged with more than 180 of our

people and generated 400 new ideas and concepts.

These ideas were narrowed down to 11 and are

now included in Steel’s Innovation Roadmap

for commercialisation.

Focusing on these traits is getting results. We have lifted

our Net Promoter Score (NPS) by eight points to 41 over

the last three years and we are determined to keep this

trend moving upwards.

Driven by purpose and values

How we do what we do is as important as what we

achieve, and our values remain central to how we do

business. We actively foster an inclusive workplace which

encourages diversity of thought which we believe is the

foundation for greater innovation.

Our Inclusion and Diversity strategy concentrates on

three dimensions: fostering an inclusive culture; greater

women representation; and more ethnicity in leadership.

People-led action groups have been amplified this

year with two new groups being set up to promote

and champion inclusion and diversity initiatives. Ta

-

tai,

Fletcher Building’s Ma

-

ori Network Group and the Equality

Network Group join our well-established Fletcher Building

Pride Action Group, each sponsored by an executive

team member and empowered to develop initiatives and

events to raise awareness and ignite action.

While women hold more than 50% of our functional

roles, we recognise that our industry is traditionally

regarded as male dominated and that we have more work

to do to ensure a more balanced gender mix across our

operational roles. This is based on the belief that diverse

backgrounds, perspectives and thinking contribute to

building innovation, creativity and performance. With this

in mind, we set a target in FY21 to increase the number

of women in operational roles by 23 year-on-year, while

also retaining or replacing the number of women we

already employ. While not all our divisions achieved their

targets, notably, our Concrete division increased the

number of women in operational roles on their sites over

the past year, and one in four leaders in our Residential

and Development division is a woman. However, more

broadly, we continue to build our understanding of how

we can drive sustainable and meaningful change in this

important area.

More about our Safety

Leadership Programme

Watch Video

Fletcher Building Limited Annual Report 2021

23

programme continues to connect
participants with their culture and allow

them to grow personally and professionally

through new-found confidence and skills.

Whakatupu plays a key role in helping

us to create work environments where

our indigenous people can bring their

whole selves to work. Whakatupu is also

about creating a legacy community within

Fletcher Building so that alumni from the

programme can call on the team for support

throughout their Fletcher Building careers.

We also remain a principal sponsor of both

the First Foundation and Tupu Toa. These

organisations focus on development and

work opportunities for indigenous youth and

those from challenging backgrounds. Our

support gives a ‘hand-up’ to those that may

not have the same opportunities as others

in our community. We continue to provide

five First Foundation scholarships for tertiary

education annually and expect to secure

placements for the coming year's students

across Fletcher Living, Construction and

Concrete. We intend to offer 10 internships

from Tupu Toa in FY22.

Creating possibilities for

tomorrow's workforce

GirlBoss New Zealand:

Addressing the issue of gender pay parity

remains another key priority. While our

average female salary across the business

is 96% of the average male salary, we now

have action plans in place within all our

divisions to close this gap.

Our people-led Equality Network, which

aims to inspire, support and develop

women in our business has also delivered

valuable steps forward. In FY21 the

network expanded to over 160 members

and provided 93 women with professional

development and networking opportunities

through membership of the National

Association of Women in Construction

(NAWIC) and the NZ Women’s Infrastructure

Network. In addition, the first cohort of

15 women went through an in-house

mentoring programme designed and piloted

by the Equality Network, which adds to

development opportunities already available

to our women through Global Women and

our leadership development programmes.

This year 26 future leaders participated in

our flagship Whakatupu Ma

-

ori Leadership

wa

-

nanga ('to grow’) programme. This

Case Study

Our People: Developing a culture of performance and growth for our people

Continued

Equally important as supporting women

already in the industry is creating and

sustaining a pipeline of young high

school-aged women, keen to enter the

building and construction industry.

In 2021, Fletcher Building teamed up

with GirlBoss New Zealand to run two

five-day programmes which introduced

28 female high school students to the

possibilities of a career in the sector.

Participants went on site visits to see the

latest Fletcher Building projects, learned

about personal branding and networking,

and took part in a Dragon’s Den-style

challenge. They were mentored by

senior leaders and then they presented

back to a panel of executive ‘dragons’

at the end of the week.

More than 60 Fletcher Building employees

took time to mentor the girls and

demonstrate first-hand how rewarding a

career in the industry can be.

The results of the programme were

significant. As well as feeling more

confident in themselves, the percentage

of girls who stated that they were

interested in a career in Science,

Technology, Engineering, Mathematics

(STEM) increased from 16 at the start of

the programme to all 28 by the end.

Our suppliers

We also have a responsibility to those who

work with us. We are committed to the

highest standards of ethical behaviour in

the conduct of our business and activities.

We support and respect the protection of

human rights and endeavour to make sure

that Fletcher Building is not complicit in

human rights abuses. In FY20 we published

our Human Rights Policy and our Supplier

Code of Conduct, outlining how we and

our suppliers will ensure ethical treatment

of people who work with us. This year, we

focused on identifying areas with potential

risk for forms of modern slavery in our

supply chain, completed risk assessments

to identify where to focus, and published

our Modern Slavery Statement in

March 2021.

View the Fletcher Building case

study video, and learn more

about the GirlBoss partnership.

View Fletcher Steel's Kylie

Henderson Whakatupu

experience here.

Watch Video

Watch Video

Fletcher Building Limited Annual Report 2021

24

Performance
Fletcher Building Limited Annual Report 2021

25

Group Performance
Reported results

Year ended

June 2021

NZ$M

Year ended

June 2020

NZ$MChange %

Total revenue8,120 7,309 11 %

EBIT before significant items

(1)

669 160 NM

Significant items

(2)

(128)(276)54%

EBIT541 (116)NM

Lease interest expense(64)(69)7%

Funding costs(44)(80)45%

Earnings/(loss) before tax433 (265)NM

Tax (expense)/benefit(116)81 NM

Earnings/(loss) after tax317 (184)NM

Non-controlling interests(12)(12)-

Net earnings/(loss)305 (196)NM

Net earnings before significant items413 3 NM

Basic earnings per share (cents) 37.0 (23.5) 60.5

Basic earnings per share before significant items (cents) 50.1 0.4 49.7

Dividends declared per share (cents)30.0-NM

Cash flows from operating activities889410117 %

Capital expenditure232232-

Revenue

Year ended

June 2021

NZ$M

Year ended

June 2020

NZ$MChange %

Building Products1,4011,17319%

Distribution1,7141,47117%

Concrete84974 015%

Residential and Development73446658%

Construction1,4561,31810%

Australia2,7582,802(2%)

Other1010-

Gross revenue8,9227,98012%

Less: intercompany sales (802) (671)20%

External revenue8,1207,30911 %

(1)

EBIT before significant items is a non-GAAP measure used by management to assess the performance of the Group and has been derived from Fletcher Building Limited’s financial

statements for the year ended 30 June.

(2)

Significant items relate principally to restructuring charges recognised. Further details of significant items can be found in note 2.1 of the financial statements.

Fletcher Building Limited Annual Report 2021

26

$
197m

$

127m

$

31m

$

103m

EBITEBIT before significant items

(1)

Year ended

2021

NZ$M

Year ended

2020

NZ$M

Change

%

Year ended

2021

NZ$M

Year ended

2020

NZ$M

Change

%

Building Products 188 68 176% 197 87 126%

Distribution 128 67 91% 127 85 49%

Concrete 117 61 92% 113 74 53%

Residential and Development 154 64 141% 154 65 137%

Construction 28 (160)NM 31 (147)NM

Australia (17) (133)NM 103 33 212%

Corporate (57) (83)31% (56) (37)(51%)

Total 541 (116)NM 669 160 NM

Lease interest expense (64) (69)7% (64) (69)7%

Funding costs (44) (80)45% (44) (80)45%

Earnings/(loss) before tax 433 (265)NM 561 11 NM

Tax (expense)/benefit (116) 81 NM (136) 4 NM

Earnings/(loss) after tax 317 (184)NM 425 15 NM

Non-controlling interests (12) (12)- (12) (12)-

Net earnings/(loss) 305 (196)NM 413 3 NM

Building Products

EBIT* 2021

Distribution

EBIT* 2021

Construction

EBIT* 2021

Australia

EBIT* 2021

EBIT* 2020 $87m

(p)

126%

$

154m

Residential and Development

EBIT 2021

EBIT* 2020 $65m

(p)

137%

EBIT* 2020 $85m

(p)

49%

EBIT* 2020 $(147)m

(p)

NM

EBIT* 2020 $33m

(p)

212%

$

113m

Concrete

EBIT* 2021

EBIT* 2020 $74m

(p)

53%

* Before significant items.

(1)

Measures before significant items are non-GAAP measures used by management to assess the performance of the Group and has been derived from Fletcher Building Limited’s financial

statements for the year ended 30 June.

Fletcher Building Limited Annual Report 2021

27

Group Overview
Whilst the uplift in the Group’s performance was partly due to

the adverse impact of COVID-19 in the prior year, the result also

reflected the Group’s progress in its strategy to drive performance

and growth. In particular, programmes implemented over the past

three years to improve operational performance and investments

in targeted growth opportunities resulted in materially improved

profitability. FY21 EBIT margin before significant items increased

materially to 8.2%, with the Group continuing to target an earnings

margin of around 10% in FY23.

In New Zealand, market activity levels for the core materials and

distribution divisions (Building Products, Distribution and Concrete)

remained robust throughout the year. Demand in the residential

sector was strong, driven by both new housing and renovation

activity, while the commercial and infrastructure sectors were

broadly in line with the prior year. Markets were also characterised

by global and local supply chain constraints, creating pressures

on logistics channels and freight costs, and there were material

increases in input costs in other areas – notably energy, steel and

resin. In this environment, the New Zealand core divisions delivered

strong performances. Gross revenue was 17% higher than the prior

period, ahead of market activity as businesses achieved share gains

in target segments. EBIT before significant items was $437 million,

significantly ahead of revenue growth through a combination of

operating leverage, efficiency benefits, and improved operational

disciplines across the businesses. EBIT margins before significant

items in these New Zealand core divisions lifted to 11% overall.

The Residential and Development division delivered EBIT before

significant items of $154 million, compared to $65 million in the

prior year. The Residential business continued to grow with house

sales volumes of 836 units in FY21. Combined with year-on-year

price growth of 8% in a supportive market environment, this

resulted in Residential EBIT of $101 million. Clever Core continued

to ramp up volumes to 97 units compared to 50 in the prior year.

Land Development EBIT was $57 million, predominantly from the

sale of two surplus Australian sites.

The Construction division reported gross revenue of $1,456 million

and EBIT before significant items of $31 million. Earnings were

underpinned by Brian Perry Civil and Higgins, which delivered a

combined EBIT margin of 5.4%. The division continues to make good

progress in reshaping its forward order book to deliver an improved

risk profile and margins.

In Australia, market conditions were mixed. The residential sector

proved resilient for detached housing and renovations, supported

by low interest rates and the Government’s HomeBuilder grant.

The commercial sector trended lower, and project activity in key

civil sectors also slowed. In this environment the division delivered

materially improved performance, driven by significant cost

reductions and operational investments undertaken over the past

three years. Gross revenue of $2,758 million was 2% lower than the

prior year due to the lower activity in commercial and civil sectors,

partially offset by market share gains in target segments. Divisional

EBIT before significant items increased to $103 million from $33

million in the prior year, and the EBIT margin increased to 3.7% from

1.2% in FY20. Growth in earnings and profitability was driven mainly

by the Laminex, Tradelink and Stramit businesses, while Rocla’s EBIT

included a $6 million benefit from reduced depreciation as it was

held for sale as at 30 June 2021.

Significant items charges for the Group were $128 million. $78

million was in respect of an impairment to the Rocla business,

based on a reassessment of likely divestment proceeds. The balance

of the significant items related to the final phase of the Group’s

restructuring programme, principally in the Australia division.

Net interest expense for the Group was $108 million in the year, of

which $64 million related to lease interest. The Group’s funding costs

for the period decreased by 45% to $44 million, resulting principally

from lower debt levels following the repayment of $764 million of

debt since June 2020. A tax expense of $116 million in the period

compared to a tax benefit of $81 million in the prior year.

Basic earnings per share were 37.0 cents in FY21, compared to

(23.5) cents in the prior year. Excluding the impact of significant

items, earnings per share were 50.1 cents, compared with 0.4 cents

in the prior year.

Group cash flows

Cash flows from operating activities for the Group were very strong

at $889 million, compared to $410 million in the prior year. In addition

to the substantial uplift in earnings, the key driver of this cash flow

performance was effective management of working capital. At the

same time, the Group has made targeted investments in inventories

to manage supply chain constraints and has also ensured prompt

payment to suppliers to support overall industry liquidity.

The working capital cycle in the core manufacturing and distribution

divisions improved by 5.3 days compared to the prior period, driven

by improvements in debtors and inventories. Payables days were

unchanged. A small level of inventory growth is expected in FY22 as

resilience stocks are rebuilt in some businesses.

In Residential and Development, strong house sales led to a

substantial reduction in housing inventories and a $105 million

working capital inflow. At 30 June 2021, the division held one

finished house in stock, compared to 107 at the end of the prior year.

Divisional funds decreased by 12% to $534 million and are expected

to rebuild in FY22 as the division invests in ongoing volume growth.

In Construction, overall trading cash flows (excluding significant

items) were an outflow of $118 million which comprised an outflow

of $104 million against legacy project provisions booked

in prior

periods; an outflow of $69 million from an unwind of advanced

working capital positions; and an inflow of $55 million from the

balance of the business.

Capital expenditure for the Group in FY21 was $232 million,

including $78 million for the new Winstone Wallboards plant.

External revenue of $8,120 million was $811 million or 11% higher than the prior year’s $7,309 million.

EBIT before significant items was $669 million, compared to $160 million in the prior year.

Group net earnings were $305 million, compared to a loss of $196 million reported in the prior year.

Cash flows from operating activities were $889 million, compared to $410 million in the prior year.

Fletcher Building Limited Annual Report 2021

28

Additional investments were focused on key strategic priorities in
manufacturing automation, digitisation, and carbon reduction.

Strong performance on all dimensions of cash management

resulted in Group free cash flow in the period (excluding legacy

projects) of $652 million, compared to $269 million in the


prior period.

Funding

The Group’s balance sheet and funding profile remain strong.

As advised in June 2020, the Group made an early repayment of

US$200 and A$99 million of USPP notes on 29 July 2020 from

the Group’s cash reserves, retiring the Group’s most expensive

source of debt and reducing annual funding costs by $17 million.

Total funding available to the Group as at 30 June 2021 was

$1,764 million of which $925 million was undrawn and there was

an additional $666 million of cash on hand. The Group’s liquidity

was therefore strong at $1.6 billion.

The Group’s gearing at 30 June 2021 was 4.4% compared with

12.3% at 30 June 2020.

The Group’s leverage ratio (net debt / EBITDA) at 30 June 2021

was 0.2 times, compared with 0.9 times at 30 June 2020 and

compared to a target ratio of 1.0 – 2.0 times.

Given the strength of this position, on 26 May the Group

announced its intention to undertake an on-market share buyback

of up to $300 million over the 12 months to May 2022.

The average maturity of the Group’s debt at 30 June 2021 is 3.1

years and the hedged currency split is 38% Australian dollar; 60%

New Zealand dollar; and 2% spread over various other currencies.

The Group currently has 70% of all borrowings with fixed interest

rates with an average duration of 2.2 years. Inclusive of floating

rate borrowings, the average interest rate on the debt (based on

period-end borrowings) is 4.0%.

Dividend

The 2021 final dividend is 18.0 cents per share, bringing the total

dividend for 2021 to 30.0 cents per share. In line with the Group’s

tax crediting policy, the Group targets to impute and frank at least

the final dividend subject to available tax credits. The final dividend

will be unimputed and unfranked for tax purposes.

The final dividend will be paid on Friday 17 September 2021 to

holders registered as at 5:00 pm (NZ time) on Friday 27 August 2021.

The shares will be quoted on an ex-dividend basis from Thursday 26

August 2021 on the NZX and ASX. The Dividend Reinvestment Plan

will not be operative for this dividend payment.

Outlook

The macro backdrop and activity pipeline remain supportive for

growth in both New Zealand and Australia. This is driven in particular

by strong demand in the Residential sector, while activity in the

Commercial and Infrastructure sectors remains stable. Supply chain

and labour constraints mean the New Zealand Residential sector

is currently at or near capacity, and is likely to mean an extended

period of building activity in FY22 and beyond. Input cost inflation

and supply chain disruption remain key features of the operating

environment in both geographies, with businesses focused on

managing continuity of supply for customers and ensuring cost

recovery through price. COVID-19 outbreaks and lockdowns remain a

risk to market activity and business performance. Overall, the Group

has a strong balance sheet, a favourable market outlook, and remain

well-positioned to drive performance and growth. An update on FY22

trading and outlook will be provided at Annual Shareholders' Meeting

in October 2021.

At Pacific Coil Coaters, Steel GM

Adrian Blake and Group Operations

Manager Paul Murphy have led the

team to increased productivity of

>15% through smarter operations,

improved process and teamwork. All

this with a reduction in the number

of manufacturing shifts and an

improvement in safety performance.

Fletcher Building Limited Annual Report 2021

29

The Building Products division
reported gross revenue of $1,401

million, 19% higher than the prior

year. EBIT before significant items

was $197 million, compared to $87

million in the prior year.

The strong trading momentum in the first

half continued in the second half of the year

with all Building Products businesses recording

robust results. Higher revenues were reflective

of a supportive market environment, notably

in the residential sector; market share gains,

including as a result of customers’ increasing

preference for local manufacturing; and

improved pricing disciplines as businesses

worked to offset input cost pressures in

resin, steel, paper, freight and energy.

The EBIT margin before significant items

for the division increased strongly to

14.1%, driven by manufacturing efficiency

programmes, reduced overheads and higher

production volumes. Pleasingly, the Humes

and Steel businesses delivered significant

earnings improvements on the back of a

successful execution of their turnaround plans.

During the year, the division made good

progress on initiatives to improve its customer

offering and operational efficiency. Winstone

Wallboards launched the Customer Specific

Quote (CSQ) application, which together

with the MyGIB app launched last year has

materially improved customer quote and

order processing. Humes continued the

rationalisation of its sales and manufacturing

operations, with the investment in upgrading its

pipe manufacturing facility in Papakura on track

for commissioning in mid-FY22. Tasman Insulation

completed the automation of its bagger and bag

placer processes, while Fletcher Steel rationalised

its South Island sites and finalised the relocation

of Easysteel and Dimond in Wellington to an

improved facility. Iplex launched new products in

the rainwater segment and started production of

160mm drum coils and free-standing coils and

Polyethylene25 length pipe, in line with its market

expansion initiative into the rural and electrical

segments. Laminex launched new product ranges

in line with its growth strategy and introduced

its new website, e-commerce and digital

marketing platforms.

Trading cash flow for the division was $244 million,

or $251 million excluding significant items. This is

reflective of the strong operating earnings and

good working capital management, as well as

lower-than-usual inventory levels resulting from

the strong sales demand.

Capital expenditure for the division was

$112 million, of which $78 million related to the

construction of the new Winstone Wallboards plant.

The division will continue to focus on delivering improved customer services,

innovative new products, and organic entry into targeted adjacencies. It will

also continue to drive cost efficiencies through modernisation and automation

of manufacturing facilities. At the forefront of these are the investments in the

new Winstone Wallboards plant, the modernisation of the Humes Papakura

pipe manufacturing plant, and the switch to advanced curing oven technology

at Pacific Coilcoaters. These initiatives will also support the division’s objective

to reduce its carbon footprint by at least 30% by 2030, as compared to the

2018 baseline. The division is targeting to maintain EBIT margins at around

14% at current market activity levels.

Future Focus

Winstone Wallboards

Laminex New Zealand

Tasman Insulation

Iplex New Zealand

Humes

Fletcher Steel

Altus JV

16%

% of Group revenue

Building Products

Watch Video

Investor Day 2021 -

Building Products

$

1,401m

Revenue

Fletcher Building Limited Annual Report 2021

30

Divisional Review

Building Products
Financial Summary

Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Gross revenue1,4011,17319%

External revenue1,10192219%

EBIT before significant items

(1)

19787126%

EBIT margin before significant

items

14.1%7.4%6.7%

Significant items

(2)

(9)(19)53%

Funds7266787%

ROFE

(3)

27.1%12.8%14.3%

Trading cash flow24412595%

Capital expenditure11253(111%)

Building Products

EBIT before significant items

(1)


Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Building Products15710155%

Steel40(14)NM

Total

19787126%

(1)

EBIT before significant items is a non-GAAP measure used by management to

assess the performance of the business and has been derived from Fletcher

Building Limited's financial statements for the period ended 30 June 2021.

(2)

Details of significant items can be found in note 2.1 of the financial statements.

(3)

EBIT before significant items / closing funds.

Our Building Products businesses

GIB

®

is New Zealand’s

favourite plasterboard

owing to our high quality

commitment to innovation

and excellent customer

service. Our new Tauriko

facility will ensure we

can continue to support

customers now and into

the future.

Hamish McBeath,

CE Building Products

Fletcher Building Limited Annual Report 2021

31

2020 X.X
The Distribution division reported

gross revenue of $1,714 million,

17% higher than the prior year.

EBIT before significant items was

$127 million, an increase of $42

million on the prior year.

Revenue growth was delivered across all

customer segments and was particularly

strong in the Auckland region (+29% versus

prior year) and the lower North Island (+20%).

EBIT margin before significant items increased

to 7.4% for the year, the result of scale

benefits from top line growth and tightly

managed operating costs. This includes the

ongoing workforce optimisation programme,

which is focused on branch efficiencies

through improved ways-of-working.

Further to this, the PlaceMakers business

continued to bring delivery services in house,

with 93% of all ex-branch deliveries now

managed by the centralised delivery team.

The PlaceMakers Regional Hub programme

of work was completed during the year, with

27 of the 65 branches now in 8 regional hubs.

This structure is providing greater consistency

for customers who transact with multiple

branches, as well as simplified and aligned

regional leadership and sales teams.

The PlaceMakers e-commerce tools were

released during the period, creating a best-

in-class platform allowing customers greater

flexibility in their interactions with the business.

Key features include order and delivery tracking,

real-time visibility of stock availability and

personalised pricing. Encouraging adoption

has been a significant focus during the year,

with over 30% of trade customers now

registered and usage growing strongly.

The division continued to grow points of

presence, with the opening of new branches

in Hastings, Upper Hutt and Matamata.

Trading cash flow for the division was $122

million, or $129 million excluding significant

items. The division has continued to retain

tight management of working capital, while

balancing this with maintaining inventory levels

in a period of strong customer demand and

supply chain challenges.

Capital expenditure in the year was $12 million,

with investment centred on digital innovation

and property improvements.

Ensuring competitive customer offerings, ease of doing business and

market leading service remain core to the division’s strategy. Driving

adoption of e-commerce tools will continue to be a focus, with integration

into customer ecosystems a priority. Increased use of data and analytics

will enable personalisation and marketing automation, while also providing

insights from which to drive customer solutions. With the Hub structures in

place, the focus here is on driving outcomes from greater scale, including

the improved purchasing power, the ability to reconfigure the property

footprint and enabling closest site delivery. The division is targeting

ongoing EBIT margin expansion of 0.5%-1.0% by FY23.

Future Focus

$

1,714m

Revenue

19%

% of Group revenue

Distribution

Watch Video

Investor Day 2021 -

Distribution Division

Fletcher Building Limited Annual Report 2021

32

Divisional Review

PlaceMakers

Mico

Forman Building Systems

Year ended 30 June2021
NZ$M

2020

NZ$M

Change

%

Gross revenue1,7141,47117%

External revenue1,6841,44017%

EBIT before significant items

(1)

1278549%

EBIT margin before significant items7.4%5.8%1.6%

Significant items

(2)

1(18)NM

Funds2152093%

ROFE

(3)

59.1%40.7%18.4%

Trading cash flow1221174%

Capital expenditure122143%

Distribution

Financial Summary

Our Distribution businesses

Key strategic initiatives are

well underway to strongly

position the business

for the future. Initiatives

all centred on driving

convenience and value for

our customers, to deepen

loyalty and engagement,

and grow margins and

market share.

Bruce McEwen,

CE Distribution

(1)

EBIT before significant items is a non-GAAP

measure used by management to assess

the performance of the business and has

been derived from Fletcher Building Limited's

financial statements for the period ended 30

June 2021.

(2)

Details of significant items can be found in

note 2.1 of the financial statements.

(3)

EBIT before significant items / closing funds.

Fletcher Building Limited Annual Report 2021

33

The Concrete division reported
gross revenue of $849 million,

15% higher than the prior year.

EBIT excluding significant items

was $113 million, compared to

$74 million in the prior year.

Revenue was underpinned by strong demand

across all key product segments, owing to

differentiated offering, asset renewal and

debottlenecking of key operations and pricing

discipline. EBIT grew well ahead of revenue,

resulting in EBIT margins before significant

items lifting to 13.3%. These results reflect

a sustained programme over the past three

years of manufacturing and supply chain

efficiency initiatives, network optimisation

and development of a lean and agile support

organisation. This was partially offset by higher

electricity costs and product purchases to

maintain cement inventories through the

commissioning of the Golden Bay Cement

waste tyre facility.

The division has made good progress with

its decarbonisation plan and a sustained

reduction in carbon intensity remains a key

focus. Entering FY21, Golden Bay Cement

was already materially lower in carbon than

imported cement alternatives, due to its higher

use of renewable and recycled fuels, and

lower freight profile. By the end of FY21, this

advantage was reinforced by commissioning

of the waste tyre project at Portland, which

lifted the rate of coal substitution in the

manufacturing process from around 15% to

35%. Firth achieved 95% of ready-mix products

with Environmental Product Declaration. The

division continues to extend its offering of

sustainable enhanced solutions and services

such as supplementary cementitious materials,

and concrete recycling and re-use.

Other key initiatives in the division included

Firth’s launch of its ready-mix online sales portal

and rollout of digital dockets, and continued

extension of masonry and differentiated

concrete products.

Trading cash flow for the division was $164

million, or $168 million excluding significant

items. Working capital remains tightly controlled,

with strong market demand also holding

inventory at slightly below normal levels.

Capital expenditure in the year of $36 million

focused on the waste tyre project at Portland,

quarry stripping to access resource and

digital initiatives.

The division recognised a $4 million EBIT

gain in significant items in the year, mainly

relating to the disposal of lower North Island

quarries as part of the division's ongoing

footprint optimisation programme.

The strategy flows through into FY22 with a continued focus on

driving top and bottom- line improvements from market leading

services and solutions, leadership in carbon reduction, asset renewal,

and lowest delivered costs. The division expects to accelerate growth

by commercialising further innovative product solutions, digitalising

the business and customer experience, and moving towards more

recyclable products. Efficiency initiatives will focus on footprint

optimisation, debottlenecking and alternative fuels.

Future Focus

10%

% of Group revenue

$

849m

Revenue

Concrete

Firth Industries

Golden Bay Cement

Winstone Aggregates

Watch Video

Investor Day 2021 -

Concrete Division

Fletcher Building Limited Annual Report 2021

34

Divisional Review

Year ended 30 June2021
NZ$M

2020

NZ$M

Change

%

Gross revenue84974 015%

External revenue58350316%

EBIT before significant items

(1)

1137453%

EBIT margin before significant items13.3%10.0%3.3%

Significant items

(2)

4(13)NM

Funds573607(6%)

ROFE

(3)

19.7%12.2%7.5%

Trading cash flow16410 064%

Capital expenditure365028%

(1)

EBIT before significant items is a non-GAAP measure used

by management to assess the performance of the business

and has been derived from Fletcher Building Limited's

financial statements for the period ended 30 June 2021.

(2)

Details of significant items can be found in note 2.1 of the

financial statements.

(3)

EBIT before significant items / closing funds.

Our New Zealand concrete

business provides a strong

platform for sustainable

growth thanks to our

leading position along

the value chain and

strong brands, capabilities

and footprint.

Nick Traber,

CE Concrete

Concrete

Financial Summary

Our Concrete businesses

Fletcher Building Limited Annual Report 2021

35

Residential and Development
The Residential and Development

division reported gross revenue

of $734 million, which was $268

million higher than the prior year.

EBIT was $154 million, compared

to $65 million before significant

items in the prior year.

For the Residential business, a strong housing

market was underpinned by historically low

mortgage rates and a constrained supply of

houses. Sales volumes increased to 836 units,

compared to 666 last year. The $600,000

to $900,000 range that has typically been

the focus for the business was particularly

popular with both first home buyers and

investors, with legislation changes on interest

deductibility further encouraging investment

in new houses. The average price of units

sold was 8% higher than the prior year, even

though the mix of houses sold was weighted

to lower price points. In houses that were

comparable to those sold the previous year

in the same location, prices were as much as

20% higher – in line with the broader market.

The business also continued to optimise house

typologies to meet customer preferences and

target price points. EBIT for the Residential

housing business of $101 million reflected the

strong growth in both volumes and prices.

Land Development EBIT of $57 million was

the result of two large land transactions in the

second half of the year. These were the

Rocla Gailes site in Brisbane and the former Crane

Copper Tube site in Sydney. There were also

sales of smaller sites as the Development team

continues to optimise the portfolio of properties

occupied by other Group businesses.

Clever Core, the division’s panelisation business,

produced and installed 97 house units for Fletcher

Living. During the year significant improvements

were made to the design and installation

processes, both of which will benefit future years.

Clever Core made an EBIT loss of $4 million, in line

with the result in the prior year, as it continues to

scale and optimise its operation.

Trading cashflow for the division was $261 million,

reflecting strong earnings and a reduction in

housing stock levels. At 30 June 2021, the division

held one finished house in stock, compared to

107 a year before. Divisional funds decreased as

a result by 12% to $534 million, despite ongoing

purchases of land. This funds balance includes

2,453 residential lots and one rural property for

further development or sale, and the division has a

further 1,552 units of both zoned and future urban

zoned land under unconditional contract including a

further rural property.

The division will continue to grow the base Residential business and is

targeting to deliver over 1,000 homes per annum across the Auckland and

Canterbury markets. Clever Core will continue to scale its manufacturing

volumes, targeting approximately 200 units in FY22, which will include the

first sales of panelised homes to third parties. The Apartments business will

also continue to scale, targeting delivery of approximately 300 units annually,

by FY24 focused on the Auckland market. The Residential business will also

launch a complementary retirement offer within its residential communities,

targeting around 100 new units per year by FY25. The division continues to

target circa $25 million EBIT per annum through the sale of legacy Fletcher

Building properties plus development of acquired industrial sites.

Future Focus

Watch Video

Investor Day 2021 -

Residential Division

% of Group revenue

$

734m

Revenue

8%

Fletcher Building Limited Annual Report 2021

36

Residential (Fletcher Living)

Land Development

Clever Core

Divisional Review

Year ended 30 June2021
NZ$M

2020

NZ$M

Change

%

Gross revenue73446658%

External revenue72146057%

EBIT before significant items

(1)

15465137%

EBIT margin21.0%13.9%7.1%

Significant items

(2)

-(1)NM

Funds534604(12%)

ROFE

(3)

29%11 %18%

Trading cash flow261118121%

Capital expenditure1367%

Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Residential1016360%

Land Development576NM

Clever Core(4)(4)-

Total15465137%

(1)

EBIT before significant items is a non-GAAP measure used by management to

assess the performance of the business and has been derived from Fletcher Building

Limited's financial statements for the period ended 30 June 2021.

(2)

Details of significant items can be found in note 2.1 of the financial statements.

(3)

EBIT before significant items / closing funds.

Residential and Development

Financial Summary

Residential and Development

EBIT before significant items

(1)

Our Residential and Development businesses

We have seen step-change

improvements across

each part of the Design

for Manufacturing and

Assembly (DfMA) process

this year. The result is that

we are confident of its

long term success.

Steve Evans,

CE Residential and Development

Fletcher Building Limited Annual Report 2021

37

Watch Video
Construction

2020 X.X

The Construction division reported

gross revenue of $1,456 million,

which was $138 million or 10%

higher than the prior year. EBIT

before significant items was $31

million, compared to a loss of $147

million in the prior year.

Revenue was underpinned by solid

construction activity levels across New

Zealand, particularly in the transport and

water sectors. Divisional earnings were driven

mainly by the Brian Perry Civil and Higgins

businesses, which delivered EBIT margins of

5.7% and 5.3% respectively. The division’s

overhead costs were also reduced through

a cost-out programme and improved

operating leverage.

The Construction division has reshaped its

order book to achieve a more balanced risk

profile. The forward order book at 30 June

2021 is $3.0 billion, with a further $0.3 billion

in preferred works under design-development

with Auckland Transport for the AMETI busway

alliance project. Approximately two thirds of

the order book comprises lower risk smaller

self-perform work in Higgins and Brian Perry

Civil, national and local maintenance contracts,

and multi-year framework and alliance

agreements with Watercare and Ka

-

inga Ora.

The division has also embedded the ‘Fletcher

One’ standardised governance framework, and

invested in digital systems to improve controls

and operating efficiencies.

The division’s legacy project portfolio now

consists of $0.3 billion of work to complete,

down from $0.6 billion at 30 June 2020.

Key projects delivered in FY21 include

Commercial Bay in Auckland and Te Ni

-

kau,

Grey Hospital & Health Centre. Progress on

the major roading projects continues in line

with the revised completion dates set post

COVID-19, Pu

-

hoi to Warkworth, Peka Peka to

O

-

taki, and Hamilton City Edge expressways are

scheduled to complete in calendar 2022, with

work continuing to plan on the New Zealand

International Convention Centre.

Trading cash flow for the division in FY21 was

an outflow of $123 million, or an outflow of $118

million when excluding significant items.

This was comprised of: an outflow of $104

million against legacy project provisions booked

in prior periods; an outflow of $69 million

from an unwind of advanced working capital

positions; and an inflow of $55 million from

the balance of the business.

Capital expenditure in the year of $25 million

was mainly focused on mobile and static asphalt

plants for Higgins to service both New Zealand

and the Pacific.

The ongoing focus for Construction is: growing

integrated asset lifecycle services to support key

infrastructure customers; maintaining a balanced risk

profile in its order book, alongside ongoing completion

of remaining legacy projects; executing consistently

through disciplined operations and specialised self-

perform resources; and as a result lifting divisional

EBIT margins to a range of 3%-5% by FY22.

Future Focus

Investor Day 2021 -

Construction Division

% of Group revenue

$

1,456m

Revenue

16%

Fletcher Building Limited Annual Report 2021

38

South Pacific

Brian Perry Civil

Higgins

Buildings

Infrastructure

Divisional Review

Our reshaped and
de-risked forward order

book plus investments in

specialised assets, digital

transformation, safety

leadership and in our people

are creating a sustainable

Fletcher Construction for

generations to come.

Peter Reidy,

CE Construction

Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Gross revenue1,4561,31810%

External revenue1,3471,2617%

EBIT before significant items

(1)

31(147)NM

EBIT margin before significant items2.1%(11.2%)13.3%

Significant items

(2)

(3)(13)77%

Funds21950NM

ROFE

(3)

14.2%(294.0%)NM

Trading cash flow(123)(148)17%

Capital expenditure253222%

Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Higgins3114121%

Other-(161)NM

Total31(147)121%

(1)

EBIT before significant items is a non-GAAP measure used by management to

assess the performance of the business and has been derived from Fletcher Building

Limited's financial statements for the period ended 30 June 2021.

(2)

Details of significant items can be found in note 2.1 of the financial statements.

(3)

EBIT before significant items / closing funds.

Construction

Financial Summary

Construction

EBIT before significant items

(1)

Our Construction businesses

Fletcher Building Limited Annual Report 2021

39

Australia
The Australia division reported gross

revenue of $2,758 million which was

2% lower than the prior year. EBIT

before significant items was $103

million, compared with $33 million in

the prior year.

Overall, the division continues to benefit from

significant interventions over the past three years

to reduce its cost base and from investments in

automation and focused growth initiatives. Market

share has grown in most businesses through

customer service improvements and new product

development, leading to improved product vitality

across the division.

Building Products Australia revenue declined by

6% in the year, however EBIT before significant

items of $70 million was $44 million higher

than the prior year. This was driven in particular

by Laminex, which increased earnings by

38% through market share gains in decorative

categories, the introduction of new ranges,

and supply chain efficiencies. Laminex’s digital

sales also increased to over 25% of revenue.

Fletcher Insulation grew revenues by 9% and

earnings by 61% following the restructuring of its

manufacturing and distribution footprints over the

past two years. In the pipes business (Iplex, Rocla)

revenue declined by 18%, primarily due to low

levels of activity in key civil sectors and the exit

of the Rocla pipe operations in New South Wales

and Queensland. Nonetheless, the combined

business made a small profit this year as a result

of manufacturing site restructures and operational

efficiency improvements.

Distribution Australia reported reduced revenues of

2%, while EBIT before significant items increased

by $11 million. Tradelink continued to grow share in

the key small to medium (SME) plumber segment,

which now represents 46% of its total revenue


– up from 34% previously. Tradelink own brand also

continued to grow, now representing 35% of front-

of-wall sales – well above the previous 25% target.

The Tradelink consumer transactional website was

launched during the year and is delivering well ahead

of plan. Earnings in Oliveri grew through strong

uptake in the new bathroom range, share growth

in the traditional kitchen sink and tap market, and

successful cost-out initiatives.

Steel Australia sales grew by 12% and EBIT grew

to $21m, compared to $5 million in the prior year.

Strong momentum in the margin accretive sheds

and doors segments coupled with increased new

product development were key to the improvement,

alongside manufacturing efficiencies from

investments in increased automation.

Significant item charges in the division were $120

million for the year. These comprised a $78 million

impairment of Rocla, based on a reassessment of

likely divestment proceeds, while the remaining


$42 million related to the final phase of the

division’s restructuring activity.

Trading cash flows were $136 million, or $170


million excluding significant items. The strong

cash flow result reflected tight debtor controls and

focused improvements in inventory management,

balanced with targeted investments to overcome

supply chain constraints.

Capital expenditure in the year was $42 million,


with key investments in the areas of digital

migration, new product development and automation

in the manufacturing businesses.

The Australia division’s focus remains on maximising efficiencies in the

operating model, maintaining governance on the cost positions taken,

embedding price effectiveness in all businesses, the continuation of product

and service innovation, and investment in improved digital offers. The division

continues to target ongoing expansion of EBIT margins to a range of 5%-7% in

FY23. A sale agreement for the Rocla business was signed in July 2021 and the

divestment is expected to complete at the end of August 2021.

Future Focus

Laminex Australia

Iplex Australia

Rocla

Fletcher Insulation

Tradelink

Oliveri Solutions

Stramit

Building Products Australia:

Distribution Australia:

Steel Australia:

Watch Video

Investor Day 2021 -

Australia Division

% of Group revenue

$2,758m

Revenue

31%

Fletcher Building Limited Annual Report 2021

40

Divisional Review

We have enthusiastically
embedded growth levers

of innovation, new product

development and made

logical strategic choices

about where we play

for value. Our digital

programmes are being

built out, with learning and

synergies being shared

across the division as we

digitise at pace.

Dean Fradgley,

CE Australia

Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Gross revenue2,7582,802(2%)

External revenue2,6842,723(1%)

EBIT before significant items (NZ$m)

(1)

10333NM

EBIT before significant items (A$m)

(1)

9631NM

EBIT margin before significant items3.7%1.2%2.5%

Significant items

(2)

(120)(166)28%

Funds1,3271,494(11%)

ROFE

(3)

7.8%2.2%5.6%

Trading cash flow13649178%

Capital expenditure426535%

Year ended 30 June2021

NZ$M

2020

NZ$M

Change

%

Building Products Australia7026169%

Distribution Australia187157%

Steel Australia215NM

Divisional costs(6)(5)(20%)

Total10333212%

(1)

EBIT before significant items is a non-GAAP measure used by management to

assess the performance of the business and has been derived from Fletcher Building

Limited's financial statements for the period ended 30 June 2021.

(2)

Details of significant items can be found in note 2.1 of the financial statements.

(3)

EBIT before significant items / closing funds.

Australia

Financial Summary

Australia

EBIT before significant items

(1)

Our Australia businesses

Fletcher Building Limited Annual Report 2021

41

Peter Crowley
BEcon, BA, FAICD

Independent

Non-Executive Director

Term of office: Appointed

director 1 October 2019, last

elected 2019 annual meeting.

Board committees:

Member of the Audit and Risk

Committee, Member of the

Nominations Committee and

Member of the Safety, Health,

Environment and

Sustainability Committee.

Peter Crowley has over 40

years of experience in the

construction materials and

building products industries

across Australia, New Zealand,

Asia, Europe and North

America.

From 2003-2015, he served as

managing director and CEO

of GWA Group Limited, a

leading Australian supplier of

building fixtures and fittings to

households and commercial

premises. He also spent 18

years in the cement industry,

including various chief executive

roles with The Rugby Group

plc. and a variety of managerial

roles with Queensland Cement

and its parent company Holcim.

Peter is a director of Barrambin

Trading Company Pty Ltd,

The Riverside Coal Transport

Company Pty Ltd and Wesley

Medical Research Limited.

Our Board

Martin Brydon

MBA, FAICD, FAIM, Dip Elect

Eng, Dip Elron Eng

Independent

Non-Executive Director

Term of office: Appointed

director 1 September 2018, last

elected 2020 annual meeting.

Board committees:

Member of the Nominations

Committee, Member of the

Remuneration Committee and

Member of the Safety, Health,

Environment and

Sustainability Committee.

Martin has more than 40 years’

experience in the Australian

building products sector,

having started his career as an

indentured engineering cadet

with BHP. He joined Cockburn

Cement Limited in 1981,

where he then served as CEO

from 1998-1999. Following

Cockburn Cement’s merger

into Adelaide Brighton in 1999,

he held a number of senior

management roles before his

appointment as CEO

and managing director

in 2014. Martin retired

following a distinguished

30-year career with Adelaide

Brighton in January 2019.

He is Chair of ASX listed

company Duratec Limited.

Bruce Hassall

BCom, FCA (CAANZ)

Chair and Independent

Non-Executive Director

Term of office: Appointed

director 1 March 2017, last

elected 2020 annual meeting.

Board committees:

Chair of the Nominations

Committee and Member of the

Remuneration Committee.

Bruce Hassall has had a

distinguished career with

broad and deep commercial

and strategic experience,

and connections across

the New Zealand economy,

including in the small medium

enterprise (SME), commercial,

government and export sectors.

As former senior partner and

CEO of PwC New Zealand

he has extensive advisory

background and knowledge

of the corporate environment.

Bruce is the Chair of The

Farmers’ Trading Company

Limited and Prolife Foods

Limited and is a director of

Bank of New Zealand and

Fonterra Co-operative

Group Limited.

Barbara Chapman

CNZM, BCom, CMInstD

Independent

Non-Executive Director

Term of office: Appointed

director 1 September 2018, last

elected 2020 annual meeting.

Board committees:

Chair of the Remuneration

Committee and Member of the

Nominations Committee.

Barbara brings extensive and

diverse trans-Tasman executive

experience to the Board having

served as CEO and managing

director of ASB Bank for

seven years and having held

a number of senior executive

roles responsible for marketing,

communications, human

resources, life insurance and

retail banking in New Zealand

and Australia. She has an

extensive list of professional

achievements to her credit,

including being named New

Zealand Herald’s 2017 Business

Leader of the Year.

In 2019, Barbara was made a

Companion of the New Zealand

Order of Merit for services to

business. Barbara is the Chair

of Genesis Energy Limited and

NZME (New Zealand Media

and Entertainment) Limited,

and deputy Chair of The New

Zealand Initiative. She is also

Chair of the APEC CEO

Summit 2021.

Fletcher Building Limited Annual Report 2021

42

Doug McKay
ONZM, BA, AMP (Harvard),

CMInstD

Independent

Non-Executive Director

Term of office: Appointed

director 1 September 2018, last

elected 2018 annual meeting.

Board committees:

Chair of the Safety, Health,

Environment and Sustainability

Committee, Member of the

Audit and Risk Committee and

Member of the

Nominations Committee.

Doug brings considerable

business leadership and

commercial experience, as

the former CEO of major

manufacturing and distribution

businesses in New Zealand and

Australia, such as Lion Nathan,

Carter Holt Harvey, Goodman

Fielder, Sealord and Independent

Liquor. He was the inaugural CEO

of the amalgamated Auckland

Council until the end of 2013.

In 2015, Doug was made an

Officer of the New Zealand Order

of Merit for services to business

and local government. Doug is

the Chair of Bank of New Zealand

and Eden Park Trust Board and

is a director of Genesis Energy

Limited, IAG New Zealand

Limited and National

Australia Bank.

Rob McDonald

BCom, FCA

Independent

Non-Executive Director

Term of office: Appointed

director 1 September 2018, last

elected 2018 annual meeting.

Board committees:

Chair of the Audit and Risk

Committee, Member of the

Nominations Committee and

Member of the

Remuneration Committee.

Rob McDonald’s finance

career spans over 30 years

with a strong track record in

financial and risk management,

developed over two decades

with Air New Zealand. As the

airline’s chief financial officer,

he received a number of

accolades during his career,

including CFO of the Year in the

Deloitte Top 200 in 2015 and

the Fairfax Media New Zealand

CFO of the Year award in 2010.

Rob is the Chair of Contact

Energy Limited, a director of

AIA New Zealand Limited and

the Chartered Accountants of

Australia and New Zealand, and

a member of the University of

Auckland Council.

Cathy Quinn

ONZM, LLB

Independent

Non-Executive Director

Term of office: Appointed

director 1 September 2018,

last elected 2018

annual meeting.

Board committees:

Member of the Audit and

Risk Committee, Member of

the Nominations Committee

and Member of the Safety,

Health, Environment and

Sustainability Committee.

Cathy practiced as one of

New Zealand’s foremost

commercial and corporate

lawyers for over 30 years.

In 2016, Cathy was made an

Officer of the New Zealand

Order of Merit for services

to law and women. Cathy

is a director of Fonterra

Co-operative Group Limited,

Tourism Holdings Limited and

Rangatira Limited. She is Pro-

Chancellor of the University

of Auckland Council and

chairs Fertility Associates

Holdings Limited.

Fletcher Building Limited Annual Report 2021

43

Executive Team
For the full biographies of our Executive Team, please see our website.

Ross Taylor

Chief Executive Officer

Steve Evans

Chief Executive Residential and

Development

Hamish McBeath


Chief Executive Building Products

Claire Carroll

Chief People and Communications Officer

Dean Fradgley

Chief Executive Australia

Bruce McEwen


Chief Executive Distribution

Wendi Croft

Chief Health and Safety Officer

Nick Traber

Chief Executive Concrete


Bevan McKenzie

Chief Financial Officer

Peter Reidy

Chief Executive Construction

Andrew Clarke

Group General Counsel and

Company Secretary

Daniel Beecham

Chief Information Officer

Fletcher Building Limited Annual Report 2021

44

Corporate Governance
The Board is committed to ensuring that Fletcher Building has appropriate

corporate governance arrangements in place that are consistent with the size

and nature of the Group’s operations.

At Fletcher Building, governance is about creating a strong and principled ethics-based culture, where accountability and transparency

improve the quality and clarity of decision-making within the Group. The primary objective is to create and adhere to a corporate culture

that is open and transparent, develops capabilities, and identifies opportunities to create value for our stakeholders.

The Group’s approach to applying the principles and recommendations outlined in the NZX Corporate Governance Code

(“the Code”) is set out below (including where its practice materially differs from the Code). The Group’s constitution, the Board

and committee charters, code of conduct and policies referred to in this statement are available to view on our website at

fletcherbuilding.com/investor-centre/corporate-governance.

This governance statement is current as at 30 June 2021 and was approved by the Board on 17 August 2021.

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.”

CODE OF CONDUCT

The Group has a Code of Conduct with which all directors, senior executives and employees are required to comply. The Code of Conduct

documents minimum standards of ethical behaviour and the Group’s expectations on loyalty and conflicts of interest, insider trading, holding of

offices in another company or public office, intellectual property and misconduct.

In addition, the Group has a Anti-bribery and Corruption Policy, which provides for a zero-tolerance approach to bribery and corruption, whether

in the private or public sector anywhere in the world. The policy also sets out expectations around giving and receiving gifts, charitable

donations and dealings with business partners. The policy notes that political donations are not permitted without approval of the Board.

No requests for such approval were made in FY21. All Fletcher Building personnel must adhere strictly to the requirements of this policy.

There were no reported breaches of this policy in FY21.

Fletcher Building has a free phone and online service (“FBuCall”) which can be used by any Fletcher Building personnel to report suspected

unacceptable, unethical or illegal behaviour in the workplace. This service is operated by external providers, who act as an independent third

party to ensure calls are kept anonymous.

Fletcher Building is also committed to upholding Human Rights across all its business operations. Human Rights are fundamental civil, political,

economic and social rights and freedoms that every human is entitled to without discrimination and include the right to be treated decently at

work, to express opinions and beliefs without fear of recrimination, to have privacy, and to be free from harassment, abuse or discrimination.

Our Human Rights Policy describes how Fletcher Building will uphold and monitor human rights within its business operations.

The Modern Slavery Act 2018 is an Australian Commonwealth Act which commenced on 1 January 2019. Our Human Rights Policy includes

the statement that Fletcher Building prohibits the use of all forms of forced labour, including indentured labour, bonded labour, prison labour,

modern forms of slavery and any form of human trafficking within our supply chain. Modern Slavery Statements are reported to the Australian

Border Force and published on an online modern slavery register controlled by the Australian Border Force.

SECURITIES TRADING POLICY

The Group has a Security Trading Policy that applies to all directors, employees and contractors of Fletcher Building Limited and its subsidiaries

(“Fletcher Building personnel”), as well as trusts, companies, persons and other entities controlled by Fletcher Building personnel.

Persons also covered by the policy are any secondee, adviser or contractor who is in possession of material information that is not

available to the market and who intends to trade, or advise or encourage others to trade, in listed securities of Fletcher Building

or any of its subsidiaries.

The policy employs the use of black out periods to restrict persons covered by the Security Trading Policy who are likely to have

knowledge of, or access to, inside information from trading. This group of personnel must notify the Company Secretary of their intent

to trade. In addition, through our share registry, Computershare Investor Services Limited (Computershare), we actively monitor

trading in Fletcher Building shares by senior personnel.

Fletcher Building Limited Annual Report 2021

45

Corporate Governance (continued)
Principle 2 – Board Composition and Performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

BOARD’S ROLES AND RESPONSIBILITIES

The role of the Board is to provide overall strategic guidance and effective oversight of management for the purposes of protecting and

enhancing the value of Fletcher Building assets in the best interests of the Group. The Board has statutory responsibility for the affairs

and activities of the Group, which in practice is achieved through delegation to the CEO who is charged with the day-to-day leadership and

management of the Group.

The Board’s roles and responsibilities are formalised in a Board Charter, which is available on the Group’s website. The Board Charter sets out

those functions that are delegated to management and those that are reserved for the Board. Under the Board Charter, the Company Secretary

is secretary to the Board and accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Procedures for the appointment and removal of directors are governed by the Group’s constitution. The Nominations Committee makes

recommendations to the Board in respect of Board and committee composition and, when required, identifies individuals it considers to be

qualified to become Board members.

Before a person is appointed to the Board, checks as to the person’s character, experience, education, criminal record and bankruptcy history

are conducted. Each director receives a letter formalising his or her appointment. That letter outlines the key terms and conditions of his or her

appointment, including Fletcher Building’s expectations of the role of director, and is required to be countersigned confirming agreement.

DIRECTOR INDEPENDENCE

The Group acknowledges the importance of having independent directors, ensuring it has the correct balance of skills to optimise the financial

performance of the Group and maximise returns to shareholders.

The Board currently comprises seven directors, with a wide range of skills and experience. The qualifications and experience of each of the

directors, including length of service, are set out in “Our Board” section on pages 42 and 43.

The factors that the Board will consider in whether a director is ‘independent’ are set out in Appendix A of the Board Charter. Any director

who has a change in relevant circumstance to any of the factors listed in Appendix A must immediately notify the Chair of that change so that

his or her independence can be re-assessed. If there is a change in the Board’s determination, it will be announced to the market. The Board

considers all the current directors as at 30 June 2021 to be independent.

The Chair is an independent director and is not the CEO. In addition, the Chair of the Audit and Risk Committee is not the Chair of the Board,

and pursuant to its charter all members of this committee are non-executive and independent directors.

INCLUSION AND DIVERSITY

Fletcher Building’s Inclusion and Diversity Policy, is available on the Group’s website. The Remuneration Committee annually reviews progress

against inclusion and diversity initiatives developed by the Group to deliver outcomes against the policy.

The Board is satisfied with the initiatives being implemented by the Group and its performance with respect to the Inclusion and Diversity

Policy. Our inclusion and diversity strategy, set in 2019, concentrates on three dimensions: creation of an inclusive culture, greater female

representation across all roles and more diverse ethnicity in leadership. The policy does not currently include a requirement for the Board

(or a committee) to set measurable objectives for achieving diversity (as is recommended by the NZX Corporate Governance Code).

However, significant focus has been placed on setting targets and action plans this year to increase the number of women in operational

roles by 1% annually, including setting gender targets for divisional chief executives, as part of their FY21 short term incentives plans.

Fletcher Building is currently resetting gender representation targets, and has placed a spotlight on the various stages of the recruitment

processes to pinpoint where current practices may be hindering or helping the recruitment of women. Action plans are being developed

to address any changes needed, to ensure the retention of the women we have, and provide more opportunities for the internal movement

of women into operational leadership roles. These business unit plans will be supported by group initiatives designed to increase the

awareness of our Inclusion and Diversity strategy and build momentum for change.

Additionally, as members of the Champions for Change network in New Zealand, Fletcher Building has provided diversity reporting

as input into the Champions for Change Annual Diversity Report 2021, providing a benchmark against appropriate external comparators

as per current policy requirements.

Fletcher Building Limited Annual Report 2021

46

The numbers and proportion of women and men within Fletcher Building as at 30 June 2021 are set out in the table below.
2021 2020

WomenMenWomenMen

Board of directors2 (29%)5 (71%)2 (29%)5 (71%)

Executive committee2 (17%)10 (83%)2 (17%)10 (83%)

Senior management

(1)

17 (25%)51 (75%)17 (25%)51 (75%)

All employees21%79%21%79%

(1) Senior management for these purposes includes any person who reports to a member of the executive committee.


BOARD SKILLS MATRIX

The Board has adopted a skills matrix which takes account of the breadth of the Group’s business interests and the nature of the Group’s

strategic focus. Skills and diversity that are relatively underweight are considered when making appointments to the Board. The table below

shows the representation of expertise among the current directors for the Board as a whole.

DIRECTOR INDUCTION AND DEVELOPMENT

The Board conducts induction and continuing development for directors, which includes visits to Group operations and briefings from key

executives and industry experts. Directors conducted site visits (where COVID-19 travel restrictions permitted) to observe first-hand the safety

and other management practices and business responses to issues.

BOARD PERFORMANCE

Reviews of the performance of the Board and individual directors are carried out to ensure the Board as a whole and individual directors are

performing to a high standard.

The Board completed a comprehensive review of its performance and processes in late 2019 and will do so again later in 2021. Both reviews

are conducted with the assistance of an independent consultant, Propero Consulting Limited. The results of the next review will be reported to

the Board by the Chair and consultant.

Business contextCapabilityKey elementsDirector expertise

Product and market

knowledge

Industry

Manufacturing and distribution / land and property

development / construction and infrastructure

New Zealand / Australia building products sector

Functional Expertise

Financial expertise

Prior CFO, ARC Chair experience,

financial risk management

Commercial depth

Business operations at scale,

commercialisation of research-based innovation

Technology and digital

innovation

Cybersecurity, data analytics, disruptive

technology, digital platforms

Sales and go-to-market

Marketing, retail, service delivery, customer

engagement, omnichannel

M&A, divestments,

corporate restructuring

M&A, divestments, corporate and balance

sheet structuring

Government, legal,

regulatory, governance

Engagement with government stakeholders, legal,

policy and regulatory environments, NZX/ASX

experience, ESG, shareholder engagement

Health and safetySafety standards and best practice

People, culture

transformation

Leading transformation / cultural turnaround,

talent management and remuneration

Key: Very strong Strong Solid Some gaps

This key represents the assessment of the strength of the skills and experience of the Board as a whole.

Fletcher Building Limited Annual Report 2021

47

Corporate Governance (continued)
Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

In accordance with the Board Charter, various committees have been set up to enhance the Board’s effectiveness in key areas, while still

retaining overall responsibility. As at 30 June 2021 the Board committees were:

–Audit and Risk Committee (ARC)

–Nominations Committee

–Remuneration Committee

–Safety, Health, Environment and Sustainability Committee (SHES)

Each committee is governed by a charter setting out its roles and responsibilities (a copy of which is available on the Group’s website).

Committees do not take action or make decisions on behalf of the Board unless specifically mandated by prior Board authority to do so.

Employees only attend meetings of the Audit and Risk Committee and Remuneration Committee at the invitation of the particular committee.

From time to time, the Board may create ad-hoc committees to examine specific issues on its behalf.

CommitteeRoleMembers as at 30 June 2021

Audit and Risk CommitteeThe role of the ARC is to advise and assist the Board in discharging

the responsibilities with respect to external financial reporting, internal

control environment, internal audit and external audit functions, and risk

management practices.

Rob McDonald (Chair)

Peter Crowley

Doug McKay

Cathy Quinn

Nominations CommitteeThe committee’s role is to identify and recommend individuals to the Board

for nomination as members of the Board and its committees and the terms,

if any, of such membership.

All non-executive directors are

members of the Nominations

Committee.

Bruce Hassall (Chair)

Remuneration CommitteeThe principal role of the committee is to oversee and regulate compensation

and organisation matters affecting the Group, including remuneration and

benefits, policies, performance and remuneration of the Group’s senior

executives and management development and succession planning of the

CEO and his direct reports.

Barbara Chapman (Chair)

Martin Brydon

Bruce Hassall

Rob McDonald

Safety, Health,

Environment and

Sustainability Committee

The role of the committee is to assist the Board to provide leadership and

policy for SHES management within Fletcher Building. The committee

focuses on compliance with legislative and regulatory requirements and the

promotion of good SHES governance.

Doug McKay (Chair)

Martin Brydon

Peter Crowley

Cathy Quinn

Fletcher Building Limited Annual Report 2021

48

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The table below shows directors’ attendance at the Board and committee meetings during the year ended 30 June 2021.

Board

Audit and Risk

Committee

Nominations

Committee

(1)

Remuneration

Committee

Safety, Health,

Environment and

Sustainability

Committee

Number of meetings held 164244

Bruce Hassall (Chair)

(2)

164231

Martin Brydon

(3)

16224

Barbara Chapman1524

Peter Crowley 16424

Rob McDonald 15424

Doug McKay16424

Cathy Quinn16424

(1) All non-executive directors are members of the Nominations Committee.

(2) Bruce Hassall attended ARC and SHES committee meetings in an ex officio capacity.

(3) Martin Brydon was appointed as a member of the Remuneration Committee effective 1 January 2021.

The directors' meetings referred to in the table above do not include additional ad hoc or transactional committee meetings held through the year.

TAKEOVER PROTOCOLS

The Board has established detailed protocols that set out the procedure to be followed if there is a takeover offer for the Group, including any

communication between Group insiders and the bidder.

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

Fletcher Building is committed to ensuring that all of our investors have timely access to full and accurate material information about the Group.

Our Continuous Disclosure Policy sets out the internal processes designed to ensure that the Group complies with the disclosure obligations

of the NZX and ASX. The Board has adopted this policy, which applies to all members of the Board and executive, all employees of Fletcher

Building and its affiliated entities, as well as consultants, contractors and other service providers where they have a relevant contractual

obligation to Fletcher Building or one of our businesses. The Continuous Disclosure Policy is available on the Group’s website.

Directors formally consider at each Board meeting whether there is relevant material information which should be disclosed to the market.

DISCLOSURE OF CODES AND CHARTERS

All of our key governance documents (including the Code of Conduct, key corporate policies and Board and committee charters) are available on

our website at fletcherbuilding.com/investor-centre/corporate-governance.

INTEGRITY IN NON-FINANCIAL REPORTING

The Board has approved an overarching Sustainability Policy and a sustainability strategy for the business which is summarised on page 18.

The business sustainability strategy was developed by evaluating non-financial environmental, social and governance issues that are material to

the business. Performance against the strategy is reported to the SHES Committee of the Board.

Annual progress against the sustainability strategy aims and targets is reviewed by the SHES Committee and included in the Annual Report.

The SHES Committee also receives third party assurance on reported greenhouse gas emissions, and regular updates on actions that are in

place or planned to reduce the Group’s greenhouse gas emissions in line with our reduction target.

Significant transitional risks resulting from climate change are reported to the SHES Committee, and significant physical risks are included in the

risk management process for the business and reported to the Audit and Risk Committee.

As part of identifying material sustainability issues for the business that reflect wider stakeholder interest, the business is also an active

member of the following sustainability organisations:

–Infrastructure Sustainability Council of Australia –Sustainable Business Council

–Sustainable Business Network –New Zealand Green Building Council

–Green Building Council Australia

Fletcher Building Limited Annual Report 2021

49

Corporate Governance (continued)
Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Fletcher Building’s remuneration strategy is designed to attract, retain and motivate high calibre people at all levels of the organisation with

remuneration programmes that are market-competitive, flexible and affordable, provide incentive to drive for both annual and long-term results,

and maximise shareholder value.

Our practices for setting remuneration are detailed in our Remuneration Policy. The policy is governed by the Remuneration Committee in line

with its charter, which is available on the Group’s website.

The ‘Remuneration Report’ on pages 57 to 66 outlines in detail the remuneration framework of Fletcher Building, as well as the remuneration of

the directors, the CEO and other executives and senior management. This includes a discussion on share-based remuneration.

Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly

verify that the issuer has appropriate processes that identify and manage potential and material risks.”

Fletcher Building's risk management framework is aligned with ISO31000: 2018 Risk Management – Principles and Guidelines standard. The

purpose of the risk management framework is to ensure that the key risks we face are identified, assessed, controlled, monitored and reported

so that the Group can achieve its objectives and protect its staff, customers and reputation. The framework provides a consistent structure for:

risk management, business processes, corporate knowledge and technology, and alignment with Group strategy.

The Group’s risk management framework is based on the three lines of defence model, as shown in Figure 1 below. Responsibility for

operational risk management sits with the managers in the individual business units and the divisional chief executives. Our risk management

and assurance processes support this through our Group functions and are ultimately overseen by the Board and the executive leadership

team. A dedicated internal audit team takes a risk-based approach to auditing key business activities and reports directly to the Audit and

Risk Committee.

FBU Board

ARC

Internal Audit

Executive Committee

Finance

Legal

People

Division

BUBUBUBU

Division

EHS

Group


Risk

IT

Property

3rd Line of Defence:

Board, Executive and

Internal Assurance

2nd Line of Defence:

Group Functions

1st Line of Defence:

Business Units

Figure 1

As part of its risk management responsibility, the Audit and Risk Committee receives regular reports of the existing and emerging key risks,

progress on the closure of recommendations that are generated through the risk engineering programme, current and target risk ratings as well

as controls to mitigate or manage risks.

Fletcher Building Limited Annual Report 2021

50

ACTIVITIES IN FY21
In FY21, the Group continued its focus on risk management in four key areas: governance and reporting, response and recovery advice, risk

management expertise and guidance, and business resilience.

A total of 22 risk workshops were held with the individual business unit leadership teams in FY21. These workshops are a key component of the

Group’s risk management framework and assist in developing a bottom-up reporting process. Additionally, the risk workshops process supports

the individual business units’ leadership teams to ensure appropriate risk management strategies are being pursued.

Fletcher Building utilises a number of external experts to improve business resilience and help manage some of its key risks, such as business

resilience and product quality. As part of our risk engineering programme, external engineers conducted 23 site surveys. The reports and

recommendations produced from these site surveys provide valuable risk and resilience insights to Group management as well as our insurers.

Similarly, as part of our product quality assurance programme, external product quality auditors surveyed a number of manufacturing

facilities. These audits assess the effectiveness of existing controls and processes to assist the continued evolution of the Group’s product

quality systems.

COVID-19 RESPONSE:

In FY21, Fletcher Building has managed and continues to actively manage the risks arising from the COVID-19 pandemic. Through the year, the

Group's crisis management framework has supported relevant business units and divisions to respond to the dynamic operational environment

created by COVID-19. The Group's Crisis Management Team was activated as and when required during the year to address group-wide

COVID-19 responses.

All Fletcher Building business units have business continuity plans, which are specific to their business activities. All business units review their

business continuity plans regularly to ensure they remain fit for purpose and help respond to a range of crises.

Fletcher Building Limited Annual Report 2021

51

Corporate Governance (continued)
Business resilience

A disruption to business processes,

particularly the loss of key assets, may lead

to an inability to undertake the activities of

a business unit or the Group.

A disruption event at a key site could lead to an

extended operational interruption, which may

negatively impact the financial performance of a

business unit and, ultimately, the Group.

–Business units have business continuity plans in

place that look to address the identified operational

continuity risks.

–Regular monitoring of the risk environment occurs

to ensure that key risks are appropriately covered by

insurance, where practical and cost-effective.

–An established independent risk engineering review

program is in place for our key sites.

–The business has carried out scenario analysis

for physical climate change risk and we review

short, medium and long-term risks associated

with climate change and resource availability at

divisional and Group level to assess our resilience

and the risk horizon.

Economic and construction downturn

The building and construction industry in

which the Group operates is fundamentally

cyclical and is impacted by the

macroeconomic conditions within both the

New Zealand and Australian economies.

The failure by the Group to identify early and

respond to cyclical downturns may impact

financial results and sub-optimal business

performance by business units and the Group.

–Senior leadership teams of business units and

divisions monitor their key markets and are

supported by the Corporate centre with in-depth

market analysis.

–Regular operational reviews are undertaken with

business units and divisions as well as the Board

undertaking divisional deep dives.

–Strong focus on working capital, CAPEX and balance

sheet management.

Regulatory and legal

With the Group operating in a number

of different business sectors as well as

countries, it is subject to a wide range of

regulatory requirements and jurisdictions.

These regulations and jurisdictions can be

complex, subject to change and may affect

the Group’s operations.

Failure to adhere to or monitor changes to the

various regulatory requirements may lead to the

imposition of penalties, operational disruption

and/or reputational damage.

–The Group has developed a broad range of policies

that address the regulatory and legal risks that are

faced by the business. A number of these policies

are located at: https://www.fletcherbuilding.com/

investor-centre/corporate-governance/

–The Group’s commercial Golden Rules provide a

framework for all staff on the type of contractual

risks that the Group is prepared to accept.

Product quality

The Group constructs, manufactures as

well as sources from third parties a range

of structures and building products that

are required to meet local and international

standards and regulations.

Products and structures manufactured, supplied

and/or purchased that may not meet relevant

international or local standards and regulations

may lead to product recalls, remediation costs

and/or financial penalties.

–Product quality control systems and processes exist

within our businesses to manage this risk.

–Supplier vetting and reviews are undertaken by both

our businesses, and where appropriate, by third

parties.

–External experts provide independent audits on

business units’ manufacturing and product quality

control processes.

Supply chain

Disruption to business unit operations

through the ineffective coordination and

control of the organisational supply chain.

The Group’s supply chain may face a variety

of challenges such as pandemics, logistical

and public infrastructure constraints or

disruption to key suppliers.

Disruption to business unit or group operations

through ineffective coordination and control

of the organisational supply chain may result

in operational disruption, penalties and

reputational damage.

–Business units have business continuity plans in

place that look to address the identified supply

chain issues.

–Where possible, business units look to establish

contingent supply agreements across material/

product suppliers and logistical providers.

DescriptionHow this risk may impact Fletcher BuildingHow we manage this risk at Fletcher Building

KEY RISKS:

The Fletcher Building risk management framework is focused on ten key commercial (non-health and safety) risks that the Group faces across

its business. However, these risks are dynamic and new risks and uncertainties may materialise during FY22 due to changes in economic

conditions, regulatory environment, and other factors. The ten key risks are:

Fletcher Building Limited Annual Report 2021

52

People
The failure by the Group to attract,

retain and engage our people (including

engagement with collective representation

groups) negatively impacting business

units or the Group.

The failure of the current processes to attract

and retain talented staff can have a negative

impact on the functioning of a business unit and

the Group.

Additionally, industrial action by collective

representation groups can cause operational

disruption.

–The People and Performance function within the

Group supports the business by providing advice,

tools, processes and policies to drive employee,

team and business performance.

–Business units and the Group benefit from the

development and learning activities provided by the

central Organisational Development team.

–FBuSay, the Group wide employee engagement

survey, provides valuable insights about staff

engagement.

DescriptionHow this risk may impact Fletcher BuildingHow we manage this risk at Fletcher Building

Environment

Business unit operations may cause

environmental damage through the failure

to comply with the required environmental

laws, resource consents and regulations.

Additionally, failure to execute the strategic

initiatives required for the Group to achieve

its objective of being the New Zealand and

Australian leader in sustainable building

materials, construction and distribution,

in particular achieving a 30% reduction of

carbon emissions by 2030.

Failure to comply with the environmental laws,

resource consents and regulations may result in

imposition of penalties and reputational damage.

Additionally, the inability to achieve the Group’s

sustainability objectives may result in decreased

demand from customers for the Group’s building

materials.

–Business units that have potential environmental

impacts have Environmental Management Plans in

place and have monitoring processes in place for

resource consents.

–At both the Group and business unit levels, we

engage with regulators on proposed changes to

standards and regulations.

–The Group has a stated sustainability strategy and

accompanying annual targets.

Technology resilience

Like many businesses, Fletcher Building

is dependent on information technology

systems to maintain its operations.

Failure to provide reliable, resilient,

adaptable and efficient technology

infrastructure may impact the operations of

the business units or the Group.

Additionally, the Group is also exposed

to threats by third parties that can create

operational disruption or result in the loss

of confidential data.

Failure to provide reliable, resilient, adaptable,

and efficient technology infrastructure may

cause operational disruption and/or reputational

damage to business units or the Group.

Failure to safeguard confidential information may

also result in the imposition of penalties and

reputational damage.

–Continued CAPEX investment in technology systems

across the Group to support our operations.

–A dedicated team within Group Technology to

address the ever-evolving cybersecurity threats that

the group faces.

–Group-wide education and awareness training in

relation to cyber-threats.

Contractual

The Group has a diverse portfolio of

business units and the execution of

onerous contract(s) by any one of the

business units may result in the Group

being liable for liabilities or performance

under contracts that are commercially

adverse.

The execution of onerous contracts may have

the potential to negatively impact financial

performance or the reputation of a business unit

or the Group.

–The Group has established delegated financial

authorities (‘DFA’) that business units and the Group

must adhere to.

–The Group has developed commercial Golden Rules

which govern the way we contract with external

parties.

Corporate reputation and social license to operate

The Group appreciates the privileged

position it has in the communities it

operates in and the social responsibility

that it has to a wide range of stakeholders.

In a diverse and ever-changing economic

and social environment, the Group needs

to consider its operations to ensure that it

continues to address the interests of all its

key stakeholders.

The failure to act in a way that supports a

strong corporate and social reputation for the

Group with its key stakeholders (Government,

investors, customers and communities) may

result in adverse commercial, reputational or

regulatory outcomes leading to negatively

impacting the financial performance of a

business unit or the Group.

–Engagement with the communities and how we

work with stakeholders takes different forms for

each business unit and project.

Fletcher Building Limited Annual Report 2021

53

RISK CAPTURE AND REPORTING
The risk and uncertainties that are faced by the individual business units are captured in the Group-wide risk management tool, RADAR. The

information captured in RADAR enables risk management information captured at the business unit level to be disseminated at higher levels of

the organisation.

The Group undertakes operational risk reporting through business unit operational reviews. This allows the Group to see how business units are

making decisions in assessing risks and implementing their business strategies. It also assists the group in understanding how different risks

affect different parts of the business.

Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

The Audit and Risk Committee performs an annual performance assessment of the external auditor to ensure ongoing quality and effectiveness.

EY is our external auditor.

The Auditor Independence Policy includes requirements for the rotation of external audit engagement partners. The Auditor Independence

Policy is available on our website. In addition, the policy covers the provision of non-audit services by the Group’s auditor. Auditor’s fees and

expenses paid to EY are presented within note 6 of the Group financial statements included in this annual report. The other work performed

by the external auditor beyond the statutory audit was pre-approved in accordance with the policy and is not considered to compromise

independence as the services did not constitute material sums of money or relate to strategic matters affecting the Group.

Representatives from EY attend Fletcher Building’s Annual Shareholders’ Meeting each year, where they are available to answer questions from

shareholders relevant to the audit.

INTERNAL AUDIT

Fletcher Building has an internal audit function, which evaluates and improves the effectiveness of key risk management, control and

governance processes. Internal audit develops an annual internal audit plan for approval by the Audit and Risk Committee and is accountable

for its implementation. To provide for the independence of the internal audit function, internal audit reports functionally to the Audit and Risk

Committee and administratively to the chief financial officer.

Corporate Governance (continued)

Fletcher Building Limited Annual Report 2021

54

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.”

COMMUNICATING WITH SHAREHOLDERS

Fletcher Building maintains a website, which includes information about Fletcher Building’s financial performance, operational activities,

corporate governance and other information of specific relevance to investors and stakeholders. Core requirements on communicating with

shareholders are formalised in a Shareholder Communications Policy, which is available on the website.

The Group operates an investor relations programme, which includes scheduled interactions with investors, analysts and other market

commentators. Presentations are disclosed on the Group’s website and the NZX and ASX announcement platforms. Shareholder meetings

with the Chair and other directors are facilitated throughout the year. The CEO and chief financial officer present via an analysts’ and investors’

conference call after the release of the interim and full year results and answer questions raised by analysts and investors. The Board also

annually obtains research on the perceptions that the New Zealand and Australian investment community has of the Group, management

and performance.

ELECTRONIC COMMUNICATIONS

Shareholders have the option to receive communications from, and send communications to, Fletcher Building in electronic form.

Shareholders are actively encouraged to take up this option.

SHAREHOLDER VOTING

Major decisions that may change the nature of Fletcher Building are presented as resolutions at the Annual Shareholders’ Meeting and voted

on by shareholders. There have been no major decisions made during the year which would change the nature of Fletcher Building and which

would require shareholder approval.

ANNUAL SHAREHOLDERS’ MEETING

All shareholders are entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by representative. Resolutions at

shareholders’ meeting are by way of a poll, where each shareholder has one vote per share. Fletcher Building encourages shareholders to ask

questions in advance of the meeting, to encourage further engagement with the Group and provide management with a view of the concerns

of the Group’s shareholders. Our notice of meeting is sent to all our shareholders and is posted on our website at least 20 working dates prior

to the meeting.

The Group continues to closely monitor the COVID-19 situation. As a result, the Group may elect to hold the Annual Shareholders’ Meeting in

2021 as a virtual meeting.

Fletcher Building Limited Annual Report 2021

55

As a large business, we recognise our operations have an impact on many people. Our sustainability strategy is based on what is most
important to our business, people, communities, customers, key stakeholders and investors; where we have the most impact; and where

our actions can lead to meaningful change. These are our material sustainability issues, and they form the basis of the aims within our

sustainability strategy.

We identified these material issues by commissioning independent experts to carry out a materiality assessment in FY18 to inform

the development of the sustainability strategy for Fletcher Building. The materiality assessment identified the key issues stakeholders

want Fletcher Building to address and was designed and executed in line with the AA1000SES internationally recognised standard for

stakeholder engagement.

The assessment identified 28 aspects of sustainability that are material for Fletcher Building. We ran a series of internal workshops to

identify which aspects were most material in the immediate future, and which aspects were most material for a ten-year horizon.

We also interviewed a number of our major institutional investors who have committed to the UN Principles of Responsible Investment

framework and reviewed regional and international trends and disruptors for our market sector, the components of leading sustainability

indexes, the performance of leading peers in our market sectors, surveys of attitudes and concerns around sustainability from Colmar Brunton

in New Zealand and the Lowy Institute in Australia, and the UN Sustainable Development Goals (SDGs).

The information from these interviews and reviews was used to validate our materiality assessment. The material issues identified underpin

the six core aims of our sustainability strategy, which are summarised on page 18 of this report. We intend to carry out a further materiality

assessment in FY22.

Two of the most significant material issues for our business are safety and greenhouse gas emissions. In the front section of this report

we note the activities we are undertaking to address these issues within our business, and progress against our targets.

METHODOLOGY

Greenhouse Gas Emissions

FY21 Greenhouse Gas (GHG) emissions included in this report were calculated for the period from 1 July 2020 to 30 June 2021

in accordance with the ISO14064-1:2006 International Standard for GHG Emissions Inventories and Verification. Emissions from

our businesses were calculated on the equity share basis. This means that emissions from our businesses and from joint ventures

we are part of have been included. For joint ventures, the percentage of emissions included is based on our percentage ownership

of the joint venture.

Enviro-Mark Solutions Limited have provided third-party verification of our Scope 1, Scope 2 and Scope 3 emissions in accordance with

ISO 14064-3:2006. Assurance and verification has been carried out for FY20 and FY21 GHG emissions as included in this report. The verification

statements are available on our website.

Environmental Product Declarations

Environmental Product Declarations (EPDs) referred to in this report were developed in accordance with the ISO 14025 standard for

Environmental labels and Declarations (Type III) and the EN 15804 EPD standard for the sustainability of construction works and services.

This standard harmonizes the scope and indicators for EPDs in the construction sector, making the information transparent and comparable.

Sustainability Materiality

and Methodology

Fletcher Building Limited Annual Report 2021

56

Remuneration
Report

Message from the Remuneration Committee Chair

Dear Shareholders

On behalf of the Board, I am pleased to present Fletcher Building’s remuneration report for the

financial year ended 30 June 2021.

FY21 performance and remuneration outcomes

The 2021 financial year started with an enormous amount of uncertainty as a result of the ongoing

effects of COVID-19 being felt across the world. Through this disruption, we remained focused on

achieving our financial outcomes and strategic goals based around the key themes of: safety, customer,

our people, sustainability, and growth through innovation. Our incentive targets for our senior leaders

in FY21 were closely aligned with these goals, firmly orientating our remuneration outcomes with the

delivery of both in-year and long-term value.

I am pleased to report that the business’s performance against strategic goals through FY21 has been

strong. The fact that Fletcher Building achieved so much in a uniquely challenging year is a credit to

everyone in the company. This performance is also reflected in the short-term incentive (STI) outcomes for

the CEO and executive team ranging from 120% to 150% of target. More detail on performance against

STI goals is included in the STI section of this remuneration report.

The CEO and executive’s performance against their STI goals was reviewed and approved by the Board.

Consideration was given to both the formulaic outcomes against the targets set at the beginning of the

year, as well as an assessment of these outcomes in the context of a market environment which proved

to be more favourable than was anticipated. The Board considers that the business outcomes have been

strong, notwithstanding the improved environment. Therefore, no discretion was exercised by the Board

to adjust payments up or down, ensuring STI outcomes delivered to the CEO and senior leaders reflected

their contribution to this strong business performance.

Set up for the future

Looking ahead, the business is well positioned to deliver on the ‘performance and growth’ phase of our

long-term strategy. Key to this is ensuring that our people strategy and remuneration framework provide

the right environment and capability to drive this growth and deliver the right outcomes. Insight into our

culture and people capability focus areas is covered in the Our People section of this report.

With this in mind, through FY21 we conducted a thorough review of our executive remuneration

framework to ensure it remained fit for purpose for this next phase of our strategy.

Through this process we sought input from multiple stakeholders. Thank you to those who provided

valuable input. Two material changes to increase shareholder alignment and to support a stronger link

between sustainable performance and remuneration outcomes were identified. These are the introduction

of an equity deferral in our STI scheme and increasing our mandatory shareholding levels for the CEO and

the executive team. Other changes include the introduction of a safety key performance indicator (KPI) to

replace the safety multiplier and enhancing our disclosures.

The remainder of the remuneration section of the annual report provides an overview of the remuneration

framework that applied for FY21. The changes set out above will be incorporated into the FY22 annual

report with further detail provided following this letter.

I would like to recognise and thank our people for their commitment to serving our customers and

supporting one another through this past year.

I invite you to review the full remuneration report.

Barbara Chapman

Remuneration Committee Chair

We are well

positioned to

deliver on the

‘performance and

growth’ phase

of our strategy

with an aligned

remuneration

framework in place

to support this


Barbara Chapman

Remuneration Committee Chair

Fletcher Building Limited Annual Report 2021

57

FY22 REMUNERATION FRAMEWORK CHANGES
As set out in the Remuneration Committee Chair’s letter, a review of our executive remuneration framework was undertaken in FY21.

The following table summarises changes to this framework for FY22 and beyond, and provides the rationale and outcomes of these

changes. These changes apply to the CEO and his direct reports.

ChangeDetailRationale and outcome

Increase minimum

shareholding

requirement

Increase in minimum shareholding requirement for

the CEO from 50% of base salary to 100% of base

salary, and increase other executives from 50% of

base salary to 75% of base salary.

This increased level of minimum shareholding

supports further alignment of our most senior

executives with our shareholders and is more

consistent with market practice.

Introduce STI deferralIntroduction of a two-year equity deferral into our STI

scheme at 50% for the CEO and 40% for executives.

A transition year will apply with half this deferral

(25% for the CEO and 20% for executives).

In addition, 20% of long-term incentives (LTI)

transfers to STI (at a discount of 40%).

Introducing an equity deferral into our STI scheme

increases the weighting of equity in our executive

remuneration packages, building further alignment with

our shareholders.

To ensure the overall cost of an individual's

remuneration package was not increased, whilst

managing the in-year cash impacts for individuals,

we discounted the transferred portion of LTI to STI.

This discount recognises the different probabilities

of LTI and STI paying out.

Introduce safety KPIIntroduction of safety KPI to replace the

safety multiplier. The KPI comprises a lead

and lag indicator and will not be contingent on

financial performance to ensure a separation

of profit from safety.

Safety interactions will remain a gateway for any

STI payment to be made. Interactions could include

safety leadership walks, or facilitation of a safety

leadership programme.

To further strengthen our focus on safety and

getting everyone home safely every day, we simplified

our approach to safety in our incentives.

Enhance disclosuresEnhancing our disclosures where we are

applying discretion (or not) with supporting

rationale through the remuneration section

of the annual report and through engagement

with shareholders and proxy advisors.

Building on our new look remuneration report

from FY20, this further supports providing greater

transparency and understanding of our remuneration

frameworks and therefore how they drive performance

and link to shareholder outcomes.

Other than in relation to the portion of LTI, transferred at a discount to STI, our LTI scheme remains unchanged for FY22, ensuring the

CEO and executive’s remuneration outcomes are aligned with sustainable financial outcomes for our shareholders through the relative

total shareholder return performance hurdle. Further details on this plan are provided in the Long-Term Share Scheme section of this

remuneration report. We will continue to review this scheme each year ensuring it remains fit for purpose with our strategy.

The mix of remuneration components for the CEO under the new remuneration framework is set out below (after the transition year).

Remuneration Report (Continued)

CEO

Maximum

Performance

Pay Mix

CEO on

Target

Performance

Pay Mix

19%

STI* Cash

24%

STI* Cash

19%

STI*

Equity

24%

STI*

Equity

27%

LTI*

23%

LTI*

34%

BR*

28%

BR*

1%

Other

Benefits

1%

Other

Benefits

Variable Pay (at risk)

Equity Pay

LTI*: Long-term incentive

STI*: Short-term incentive

BR*: Base Remuneration

Fletcher Building Limited Annual Report 2021

58

FY21 REMUNERATION FRAMEWORK
The following sections describe the remuneration framework in place during FY21.

The role of the Remuneration Committee

The principal role of the Remuneration Committee is broader than purely remuneration matters. Its role is to oversee and regulate

remuneration and organisation matters affecting the Group, including remuneration and benefits policies, performance and remuneration

of the Group’s senior executives, development and succession planning for the CEO and executives, and major organisation changes.

The Remuneration Committee is kept apprised of relevant market information and best practice, obtaining advice from external advisors

when necessary.

Key decisions made and reviews undertaken by the Remuneration Committee during FY21 included: approval of changes to the remuneration

framework for FY22, review of succession depth and development for the executive, approval of an updated inclusion and diversity policy,

review and approval of the FY21 STI framework for senior leaders, review of pay parity, and pension plan governance matters.

PERFORMANCE AND THE IMPACT ON INCENTIVES

Short-term incentives (STI)

EBIT performance during FY21 was at or above target levels for the CEO and executives resulting in all meeting the performance thresholds

required for eligibility for payment on EBIT and individual goals. Cash and working capital performance during FY21 was in some cases well

above target performance levels, resulting in eligibility for payment for the CEO and most executives. Safety performance across the Group

is tracking well with TRIFR down from 5.7 in FY20 to 5.0 in FY21. Good progress was made against other goals of exit run rate margin,

talent, diversity, sustainability, and innovation which in most cases were at or around target levels noting there is no opportunity for stretch

performance on these goals. Further detail on the CEO’s STI outcome is provided on page 64.

Long-term incentives (LTI)

The July 2017 long-term share scheme grant, which was within the 12 month retest period up to 30 June 2021, was below the minimum

threshold performance levels and therefore was forfeited. The July 2018 long-term share scheme grant was below the minimum threshold

performance level, and has therefore entered the 12 month retest period.

Further details on each of these incentive schemes are provided on the following pages.

Executive remuneration strategy and framework

The remuneration framework and how it supports the strategy set out on the next page is based on the FY21 framework.

The FY22 annual report will reflect the updated framework in place from FY22.

Fletcher Building Limited Annual Report 2021

59

Vision
To be the leader in New Zealand and Australian

building products and solutions

Governance

Our Board is responsible for the Group’s remuneration policy, which is available on our website, with the

Remuneration Committee assisting in the conduct of its responsibilities. The principal role of the committee

is to oversee and regulate remuneration and organisation matters affecting the Group

Remuneration Principles

(a full set of our remuneration principles is available in our remuneration policy)

Remuneration Framework and How it Supports the Strategy

Shareholder

Focus on creation

of shareholder

value – short and

long-term

Fixed

Remuneration


Executives are

benchmarked against

a peer group composed

of New Zealand and

Australian companies

generally comparable

in size, complexity

and industry

Short-Term

Incentives

Recognises on a

discretionary basis,

achievement of

the Group and individual

performance objectives

Long-Term

Incentives


Aim to drive

long- term,

sustainable

results and creation

of shareholder

value

Includes base

salary and any

non-cash benefits and

superannuation/

KiwiSaver

Annual cash

payment following

final audited

financial year

results

Rewards for financial,

individual and safety

performance measured

using a balanced

scorecard

Relative Total

Shareholder Return

referenced to an

industry comparator

peer group

Allocation of

Fletcher Building

shares, with vesting

after 3 years, based

on achievement of

shareholder return over

this period. Allocation

is made using face value

at the time of grant

Set based

on capability,

performance, job

size, and industry

benchmarks

Attract and

retain key talent

to drive the delivery

of the Group

strategy. Rewards

ongoing performance

in role

Retain and

motivates key talent,

and drive alignment

by rewarding for

achievement of

the Group goals

and creation of

shareholder value

Supporting the

alignment of our most

senior people with

shareholder interests

ensuring value is only

created for our people

where relative total

shareholder return is

realised. Encouraging


long-term sustainability

and achievement of


the Group strategy

Remuneration

Element

At Risk and Subject to

Performance Outcomes

Element

Delivery

Performance

Measure

Relationship

to Strategy

Our People

Attract and

retain high calibre

people, rewarding

high standards

of performance

and values

Strategy

Focus on key

company goals

and objectives –

short and

long-term

Risk

Encourage con-

duct that does not

expose the Group

to inappropriate risk

and promotes high

standards

Remuneration Report (Continued)

FY21 REMUNERATION FRAMEWORK

Fletcher Building Limited Annual Report 2021

60

Remuneration levels are reviewed and benchmarked annually for market competitiveness, and alignment with strategic and performance
priorities. A peer group which comprises of New Zealand and Australian companies generally comparable in size, complexity and industry

is used to benchmark executives. The benchmarking peer group was reviewed and refreshed in 2019 to ensure it included companies that

displayed similar characteristics by way of industry/sector, market capitalisation, revenue, geographic scope and employee numbers. The peer

group also generally reflects where the Group wins talent from and loses talent to.

Fixed remuneration

Fletcher Building’s policy is to set fixed remuneration based on capability, performance, size of role, and industry benchmarks in the country in

which the employee is located. Participation in retirement savings plans is made available to employees as required by remuneration practices

in relevant countries.

Short-term variable incentive (STI)

STIs are designed to incentivise the Group’s earnings, operating cash and those measures that drive sustainable business performance

by rewarding employees' performance against both financial and individual goals. Participation in the STI plan is by annual invitation at the

discretion of the Group. Target levels of STI opportunity range from 20% to 100% of base salary depending on the role. For the CEO the target

STI opportunity is set at 100% of base salary.

Financial targets

For the CEO and executives in Corporate, the financial target is based on the Group EBIT and operating cash. For executives operating in

specific divisions, the financial target is based on their own division EBIT and operating cash or working capital depending on the division's

priorities. Each of these financial measures is assessed separately at the time of determining STI payments. To ensure an appropriate balance

between focusing on individual division financials where executives are most able to directly influence, and that of the Group where working

together creates additional value, a multiplier (either up or down) is applied based on achievement of Group EBIT.

Financial targets are set at three levels: a threshold level, which must be met before any STI is paid, a target level, and a maximum level that

reflects stretch performance. For FY21, the financial threshold level was set at 90% of target. The maximum financial level is generally set at

110% of target.

The CEO, Chief Financial Officer, and operating executives have 70% of their STI opportunity based on financial measures, with the remaining

30% on individual goals. As functional executives have a greater ability to directly influence company performance through their individual goals,

50% of their STI opportunity is based on individual goals with the remaining 50% on financial measures.

Individual goals

Individual goals for the executives are aligned to the different priorities and development phases in which their businesses are operating.

This may include above plan growth, gross profit margin expansion, talent, diversity, sustainability and innovation, and other strategic goals that

drive performance beyond the current financial year. The executives' objectives were reviewed by the Board, and in the case of the CEO were

approved directly by the Chair of the Board.

The performance range for individual goals is between 0% and 100%, with no opportunity for stretch performance. If the threshold EBIT

target is not met, no individual component of the STI is payable.

Achievement against each executives’ individual goals is reviewed by the Board at the time of reviewing and approving STI payouts.

Safety performance

To reinforce a line-led safety culture, and to place emphasis on the importance of active and authentic leadership for safety on site, safety

leadership walks are a gateway for any STI payment to be made. The number of safety walks required to be completed differs by role with

operating executives completing no fewer than 12 per year.

In addition, a multiplier of between 0.9 and 1.1 is applied to the overall STI outcome based on achievement against TRIFR targets. Injury

reduction targets (i.e., reduction in TRIFR) are set for each business and tracking of this important measure provides us with year on year

comparisons of actual safety performance. TRIFR is used as a common measure for injury performance globally and, as such, enables external

benchmarking which we use to understand how our safety performance compares to other companies.

In the event of a fatality or serious injury, the Board has the discretion to adjust any or all of the STI payment and in doing so will consider the

leader’s length of time in role (and therefore ability to influence), their demonstrated leadership prior to the incident as well as the quality of the

leader’s response post-incident. The Board recognises the importance of this discretion and has and will continue to adjust outcomes where it

considers appropriate.

In FY21, we had 8 serious injuries across 4 divisions (7 business units). In accordance with our senior leaders STI Discretionary Rules, a

review was conducted to assess whether any impact to STI should be applied relating to each incident. First, each incident was investigated

for the root cause and all relevant individuals (at all levels) were assessed against a Just Culture framework where required. The review then

used a mix of lead and lag performance indicators as well as an assessment of safety leadership and the merits of the incidents themselves

to determine whether an impact should be applied to individual leader STIs. Through this process, it was determined that all those assessed

were showing strong leadership, investment in safety and overall strong performance indicators with some areas that are being acted on for

improvement. There was one incident where best practice wasn’t being applied at the time; however, the associated leaders are no longer with

the organisation. As a result, there was no impact to individual leaders on the STI scheme this year.

Clawback

The Board also has the discretion to require repayment of an employee’s STI for a period of up to three years where the Group’s financial

statements were incorrectly reported, there is misconduct that causes a financial trading loss that has not been taken into account in the STI

calculations or an error or misstatement has resulted in a material overpayment. During FY21 no adjusting subsequent events were identified,

therefore the Board was not required to consider application of the clawback provision during FY21.

Fletcher Building Limited Annual Report 2021

61

Long-Term Share Scheme
A long-term performance incentive scheme designed to align employee remuneration with sustainable financial outcomes for

shareholders over the longer term is in place. The Group has a share based executive long-term share scheme (ELSS) which is offered to

certain senior employees, including the CEO and executives. The scheme is a share-based scheme and participation in any year is by

annual invitation at the discretion of the Group.

Under the ELSS, participants purchase shares in the Group at the offer price with an interest-free loan. The offer price is established at

market value at the commencement of the three-year restrictive period. The shares are held by a trustee on behalf of participants until

the end of that three-year restrictive period. The performance criteria comprises a relative total shareholder return (TSR) measure, and the

restrictive period is extended by up to 12 months if the TSR criteria are not met at the end of the initial three-year restrictive period.

Provided the nominated share performance criteria are met and participants remain employed with the Group throughout the restrictive

period, a cash bonus is paid to meet the repayment of the interest-free loan and legal title in the shares is then transferred to the

participants. To the extent that the share performance criteria are not met or the participant ceases to be employed by the Group, the shares

are forfeited and the proceeds used to repay the interest-free loan. Exceptions to this are considered in the case of redundancy, retirement

or being an executive with five or more years of service.

Performance criteria for 2020 ELSS grant

The performance criteria for the 2020 ELSS grant is relative TSR. TSR performance is determined by benchmarking, by way of percentile

ranking, the TSR performance of the Group against the TSR performance for the same period of a comparator group. For any shares to

vest under the ELSS, Fletcher Building’s relative TSR performance must be at or above the 51st percentile of the comparator group. The

comparator group used for the 2020 offer comprises Adelaide Brighton, BlueScope, Boral, Brickworks, CSR, GWA Group, James Hardie, Metro

Performance Glass, Reece and Steel & Tube.

The relative TSR performance and resulting vesting entitlements are set out below:

Relative TSR percentilePercentage vesting entitlement

Below 51

st

Nil

At 51

st

50%

Above 51

st

to below 75

th

51% – 99% linear pro-rata

At 75

th

or above10 0%

The Board has the discretion to determine the extent to which any shares held in the ELSS should be transferred in any takeover, merger or

corporate restructure.

Vesting and forfeiture history

Prior to 2017, the ELSS performance criteria consisted of both relative TSR and an earnings per share (EPS) target. The vesting and forfeiture of

shares (due to failure to meet performance criteria) over the last five years are set out in the following table:

Date of grantShares granted% vested% forfeitedEPS Target

July 20201,998,635

In-Flight

N/A

July 20191,386,100N/A

July 2018


(1)

1,041,605N/A

July 2017890,075 0%10 0%

(2)

N/A

July 2016905,2110%10 0%70.1 – 76.3

(1) Fletcher Building's TSR did not meet the minimum vesting threshold for the three years ended 30 June 2021 for the 2018 issue. Therefore, the restrictive period has been extended to

30 June 2022.

(2) The restrictive period for the 2017 issue was extended for 12 months until 30 June 2021. Fletcher Building's TSR did not meet the minimum vesting threshold for the period ended

30 June 2021. Therefore,

100% of the shares in the 2017 issue will be forfeited in August 2021.

In addition, in 2019 the Board granted a special retention in the form of a one-off share-based arrangement to the value of $1,000,000 to the

CEO as disclosed in the 2019 annual report. This arrangement will vest on 30 June 2022, subject to his remaining employed with the Group.

Minimum shareholding requirement

Over time, the CEO and executives must acquire and maintain a holding in the Group’s ordinary shares until such time as the greater of the

sum invested or the market value of their shareholding exceeds 50% of their base remuneration. Any shares granted under the ELSS scheme

do not count towards the minimum shareholding requirement unless they vest. This shareholding requirement strengthens the alignment of

executives with the interests of shareholders and puts their own remuneration at risk to long-term Group performance.

In addition, if at the time of appointment to an executive role, the greater of the market value or cost of the individual’s shareholding is less than

the value of 10% of their base remuneration, the executive is required to apply no less than 25% of the after-tax value of any STI payment to

acquire shares in the Group on or before 31 March of the following financial year. This requirement applies for the first two years of employment

as an executive.

Remuneration Report (Continued)

Fletcher Building Limited Annual Report 2021

62

As at 30 June 2021, the CEO had a holding in the Group’s ordinary shares equal to 66% of his base remuneration. This has been
calculated in accordance with the minimum shareholding requirement methodology, which uses the greater of the sum invested or

the market value of the shares.

FBuShare

FBuShare is Fletcher Building’s employee share plan available to all permanent employees. The plan aims to connect our people with our

performance, and to promote employee engagement and retention. Employees acquire shares in the Group and, if they continue to be

employed after a three-year qualification period, they become entitled to receive one bonus award share for every two shares purchased in the

first year of each qualification period and still owned at the end of that period. FBuShare does not require any performance criteria to be met.

FBuShare has a minimum contribution rate of NZ$250 per annum and a maximum contribution rate of NZ$5,000 per annum (or the equivalent

currency in other countries). Directors are not eligible to participate in FBuShare.

CEO’S REMUNERATION

Remuneration package

Ross Taylor’s annual base remuneration as at 30 June 2021 was $2,050,000

(1)

, with an on-target STI of 100% of base salary and LTI

of 100% of base salary.

The current mix of remuneration components for the CEO is set out below, and clearly shows the significant weighting of variable pay (at risk),

which is subject to achievement of short-term and long-term strategic goals.

Remuneration received

The base remuneration received for FY21 is lower than the base remuneration set out above as a result of a 30% pay reduction due to

COVID-19 that was in place through to end of Q1 FY21. The remuneration Ross Taylor received for FY21 and FY20 comprised of the following:

FY21FY20

Base remuneration$1,894,073$1,903,302

Other benefits

(2)

$129,879$61,802

Short-term incentive accrued in the financial year, payable in September of the following

financial year

$2,888,967$0

Received

(3)

$4,912,919$1,965,104

FY21FY20

Long-term incentive - number of shares granted 375,273

(4)

263,628

(5)

Long-term incentive - face value of grant$2,050,000$2,050,000

Refer above for details of the STI and ELSS.

(1)

A 30% reduction on this value due to COVID-19 was in place from Q4 FY20 through to end of Q1 FY21.

(2)

Includes KiwiSaver, Australian superannuation for days worked in Australia as required by Australian taxation law, and medical insurance.

(3)

This table sets out remuneration awarded for the relevant financial year. The table on page 65 shows remuneration received during the year, which includes amounts relating to prior years

but paid in the year due to timing differences.

(4)

Based on a share price of NZ$3.66, being the volume weighted average price for the five business days prior to 1 July 2020.

(5)

Based on a share price of NZ$5.21, being the volume weighted average price for the five business days prior to 1 July 2019.

CEO

Maximum

Performance

Pay Mix

CEO on

Target

Performance

Pay Mix

43%

STI*

33%

STI*

33%

LTI*

33%

BR*

28%

BR*

28%

LTI*

1%

Other

Benefits

1%

Other

Benefits

Variable Pay (at risk)

LTI*: Long-term incentive

STI*: Short-term incentive

BR*: Base Remuneration

Fletcher Building Limited Annual Report 2021

63

Measure
Scorecard

Weighting

‘Target’

(payout

range)

Actual

OutcomeComment

Safety Gateway

Gate for any

payment

Provided active and authentic leadership for safety on site through safety

walks and leadership of the Protect Safety Leadership Programme.

Financial Targets

FB Group EBIT

(gateway to individual goals)

50%

(0%-76%)

The EBIT (before significant items) result of $669 million materially

outperformed target, including when normalised for the more favourable

market. This resulted in maximum payment for this measure. As EBIT (before

significant items) is also the gate to eligibility for payment against individual

goals, gate to payment for the individual goals has been opened.

FB Group Cash

20%

(0%-30%)

Operational cash flow performance for the FY21 year was materially

above target, driven by effective management of working capital.

Cash flow performance was effectively balanced with operational

requirements to manage inventory and continuity of supply for customers

in a complex environment due to COVID-19.

Individual Goals

Talent & Diversity targets

delivered across businesses

in accordance with Board

approved plans

5%

(0%-5%)

Quality validated senior talent plan delivering. Whilst the number of women

in operational roles was largely flat, clear targets and actions are in place to

improve. Pay parity gap narrowed with ongoing plans in place to close.

Overall Construction

provisions maintained within

the agreed provision allowance

as approved at the August 2020

Board meeting

7.5%

(0%-7.5%)

Provision envelope maintained, four key legacy projects remaining

to complete. Three major roading projects are on track to complete.

Convention Centre team reset and performing.

Achieve Exit Run Rate EBIT

margins for FY21 that support

the FY22 EBIT margin targets

10%

(0%-10%)

Run-rate margin improvement delivered in all core divisions, with FY21

margins +100bps ahead of FY19. Uplift is the result of operational excellence

and profitability focus that the Group has driven over the last three years,

including through FY21.

FY21 actions that support the

FY24 Strategic plan, identified

and being implemented

7.5%

(0%-7.5%)

Solid pipeline of performance improvement and growth initiatives in place

to support the Group’s growth and profitability plans. For example: off-site

manufacturing and apartments; a range of new product and customer service

innovations across the core businesses; acceleration of digitisation initiatives;

sector adjacencies; and ongoing operational improvements.

Safety

Safety Performance

Multiplier

of between

0.9-1.1

Group Total Recordable Injury Frequency Rate (TRIFR) for FY21 was 5.0 a

decrease from FY20’s TRIFR of 5.7. As such the targeted improvement was

overachieved. A positive outcome from the ongoing Protect programme being

line-led and implemented across the Group.

FY21 STI Outcome

10 0%

(0%-150%)

141%

The STI outcome reflects strong business performance and strength of its

position as it enters FY22.

Key:

Above Target AchievementFull achievement against targetPartial achievement against targetNo achievement against target

CEO FY21 STI OUTCOME

For FY21, the following financial and non-financial measures were considered by the Board to be key to incentivise earnings and

operating cash, and to drive sustainable business performance. The table below summarises performance against targets for each of

these measures under the CEO’s FY21 STI.

Remuneration Report (Continued)

Fletcher Building Limited Annual Report 2021

64

From NZ$ to NZ$
New Zealand

business

activities

International

business

activitiesTotal

420,000 - 430,000112

440,000 - 450,000011

460,000 - 470,000011

470,000 - 480,000202

490,000 - 500,000101

500,000 - 510,000314

510,000 - 520,000101

520,000 - 530,000202

530,000 - 540,000101

540,000 - 550,000112

550,000 - 560,000101

560,000 - 570,000202

590,000 - 600,000011

600,000 - 610,000101

620,000 - 630,000101

630,000 - 640,000112

640,000 - 650,000101

650,000 - 660,000011

690,000 - 700,000101

700,000 - 710,000011

730,000 - 740,000112

790,000 - 800,000101

900,000 - 910,000101

1,240,000 - 1,250,000101

1,360,000 - 1,370,000011

2,020,000 - 2,030,000101

2,105 1,746 3,851

From NZ$ to NZ$

New Zealand

business

activities

International

business

activitiesTotal

100,000 - 110,000493359852

110,000 - 120,000349286635

120,000 - 130,000273267540

130,000 - 140,000206181387

140,000 - 150,000131139270

150,000 - 160,00011889207

160,000 - 170,0007897175

170,000 - 180,0007760137

180,000 - 190,0005849107

190,000 - 200,000472774

200,000 - 210,000362460

210,000 - 220,000282654

220,000 - 230,000291746

230,000 - 240,000301747

240,000 - 250,000221335

250,000 - 260,000161531

260,000 - 270,00014923

270,000 - 280,00014923

280,000 - 290,0006814

290,000 - 300,000729

300,000 - 310,0009615

310,000 - 320,0004610

320,000 - 330,000358

330,000 - 340,0006410

340,000 - 350,000729

350,000 - 360,000314

360,000 - 370,000257

370,000 - 380,0007411

380,000 - 390,000314

390,000 - 400,000134

400,000 - 410,000303

410,000 - 420,000044

EMPLOYEE REMUNERATION

Section 211(1)(g) of the Companies Act 1993 requires disclosure of the number of employees or former employees of the Group whose

remuneration and any other benefits received by them during the year in their capacity as employees, was equal to or exceeded $100,000 per

annum and to state the number of such employees or former employees in brackets of $10,000. These amounts are included below and include

all applicable employees or former employees of Fletcher Building worldwide. The remuneration amounts include all monetary amounts and

benefits actually paid during the year, including redundancies and the face value of long-term incentives vested.

This table is required by law and sets out remuneration that has been received during this year, and so includes amounts

that relate to prior periods (due to timing of payments).

Fletcher Building Limited Annual Report 2021

65

DIRECTORS’ REMUNERATION
The current total directors’ remuneration pool approved by shareholders in 2011 is $2 million per annum. Directors receive

remuneration determined by the Board on the recommendation of the Nominations Committee. Remuneration in aggregate per annum

must be within the remuneration pool approved by shareholders. There are no schemes for retirement benefits for non-executive

directors. Information of directors’ holding of securities is set out on page 122.

As a result of COVID-19, the Board agreed to a reduction of 30% to the Chair and non-executive director fees effective 1 April 2020

through to the end of September 2020.

In June 2021, the Nominations Committee considered the appropriateness of current fees and recommended to the Board increases

to the directors’ fees for FY22 to be paid out of the current shareholder approved remuneration pool of $2 million per annum, as shown

in the following table.

The remuneration scale for directors is outlined below:

Remuneration scale

(1)

Position

FY21 FY22

Board of directorsChair

(2)

$367,200$376,500

Non-Executive director$142,800$146,500

Audit and Risk CommitteeChair$37,000$38,000

Member$19,000$19,500

Remuneration CommitteeChair$28,000$29,000

Member$14,000$14,500

Nominations CommitteeChair--

Member$8,000$8,500

Safety, Health, Environment andChair$28,000$29,000

Sustainability CommitteeMember$14,000$14,500

Expense allowance$5,000$5,000

Overseas based directors - travelling allowance

(3)

$18,000$18,000

(1)

This table shows FY21 fees before the application of 30% reduction in Board fees (referred to above) for the period 1 July 2020 to 30 September 2020. FY22 fees are effective from 1 July 2021.

(2)

No additional fees are paid to the Board Chair for committee roles.

(3)

Reduced to 50% until COVID-19 travel restrictions are lifted.

Fees to directors for unscheduled, additional work required for the Group is time based, payable at $1,200 per half day. No payments for

this work were made in FY21 and none are budgeted for FY22. Directors do not receive any further remuneration for also being directors of

Fletcher Building Industries Limited, the NZX listed issuer of the Group’s capital notes. Directors’ fees exclude GST, where appropriate. In

addition, Board members are entitled to be reimbursed for costs directly associated with carrying out their duties, including travel costs.

Details of the total remuneration received by each Fletcher Building director for FY21 (ie after including the 30% reduction in Board fees

from 1 July 2020 - 30 September 2020) are as follows:

DirectorsBoard Fees

Audit

and Risk

Committee

Nominations

Committee

(1)

Remuneration

Committee

Safety, Health,

Environment and

Sustainability

Committee

Expense

allowance

Overseas

based

directors

travelling

allowance

Total

Remuneration

Bruce Hassall

(Chair)

$339,660 $ -

(Chair)

$5,000 $344,660

Martin Brydon

(2)

$132,090 $7,400 $7,000 $12,950 $5,000 $9,000 $173,440

Barbara Chapman $132,090 $7,400 $25,900 $5,000 $170,390

(Chair)

Peter Crowley $132,090 $17,575 $7,400 $12,950 $5,000 $9,000 $184,015

Rob McDonald $132,090 $29,909 $7,400 $12,950 $5,000 $187,349

(Chair)

Doug McKay $132,090 $17,575 $7,400 $25,900 $5,000 $187,965

(Chair)

Cathy Quinn $132,090 $17,575 $7,400 $12,950 $5,000 $175,015

Total $1,132,200 $82,634 $44,400 $45,850 $64,750 $35,000 $18,000 $1,422,834

(1)

All non-executive directors are members of the Nominations Committee.

(2)

Martin Brydon was appointed a member of the Remuneration Committee effective 1 January 2021.

Remuneration Report (Continued)

Fletcher Building Limited Annual Report 2021

66

Financial Report
Fletcher Building Limited Annual Report 2021

67

NZ$M
June

2021

June

2020

June

2019

June

2018

June

2017

June

2016

June

2015

June

2014

June

2013

June

2012

(1)

Financial performance

Operating revenue 8,120 7,309 9,307 9,471 9,3999,0048,6618,4018,5178,839

Earnings before interest and taxation (EBIT)541(116)397(118)273719503592569403

Net earnings 305(196)164(190)94462270339326185

Cash flow from operations889410153396243660575489559448

Earnings per share - basic (cents per share)37.0(23.5)19.2(25.5)13.567.039.249.347.627.2

Dividends for the period (cents per share)30.0-23.0-39.039.037.036.034.034.0

Return on average funds (%)

(2)

15.0(2.7)7. 4(2.2)4.913.49.611. 710.87. 4

Return on average equity (%)

(3)

8.5(5.1)4.0(5.2)2.512.47. 79.99.45.2

Financial performance - before significant items

Earnings before interest and taxation (EBIT)66916063150525682653624569556

Net earnings 4133367(60)321418399362326317

Earnings per share - basic (cents per share)50.10.443.0(8.1)46.360.658.052.747.646.5

Return on average funds - before significant

items (%)

(2)

18.63.711. 80.99.412.712.512.310.810.2

Return on average equity - before significant

items (%)

(3)

11. 50.18.8(1.7)8.711. 611. 310.59.49.0

Balance sheet

Current assets 3,125 3,824 4,121 3,944 3,4193,2223,2722,9582,8683,112

Non-current assets 4,885 4,954 3,589 4,601 4,2544,0454,2293,9834,2574,367

Total assets 8,010 8,778 7,710 8,545 7,6737,2677,5016,9417,1257,479

Current liabilities 1,906 2,385 2,330 2,356 1,9961,9971,9471,5961,5571,936

Non-current liabilities 2,333 2,858 1,207 2,047 2,0971,5571,8441,8912,0142,091

Total liabilities 4,239 5,243 3,537 4,403 4,0933,5543,7913,4873,5714,027

Capital 3,248 3,280 3,427 3,425 2,6782,6502,6332,6242,6062,582

Reserves5072207146938781,0411,050795913838

Minority equity16353224242227353532

Total equity3,7713,5354,1734,1423,5803,7133,7103,4543,5543,452

Total liabilities and equity8,0108,7787,7108,5457,6737,2677,5016,9417,1257,479

Other financial data

Total shareholders return (%)

(4)

107(21)(29)(6)-11(3)951(27)

Net tangible assets per share ($) 3.30 2.873.532.852.702.872.802.602.612.65

Gearing (%)

(5)

4.412.37. 223.535.327.331.832.333.537.4

Leverage (%)

(6)

0.20.90.44.82.71. 62.02.02.32.6

(1)

The June 2012 balance sheet has been restated following revisions to IAS 19 Employee Benefits adopted by the Group.

(2)

EBIT to average funds (net debt and equity less deferred tax asset).

(3)

Net earnings to average shareholders' funds.

(4)

Share price movement in year and gross dividend received, to opening share price.

(5)

Net debt (borrowings less cash and deposits) to net debt and equity.

(6)

Net debt to EBITDA before significant items.

Trend Statement

Fletcher Building Limited Annual Report 2021

68

Consolidated Income Statement
For the year ended 30 June 2021

Note

2021

NZ$M

2020

NZ$M

Revenue3

8,120

7,309

Cost of goods sold

(5,778)

(5,496)

Gross margin

2,342

1,813

Selling, general and administration expenses

(1,692)

(1,660)

Share of profits of associates and joint ventures

19

7

Significant items2.1

(128)

(276)

Earnings before interest and taxation (EBIT)

541

(116)

Lease interest expense14

(64)

(69)

Funding costs16

(44)

(80)

Earnings before taxation

433

(265)

Taxation (expense)/benefit25

(116)

81

Earnings after taxation

317

(184)

Earnings attributable to non-controlling interests

(12)

(12)

Net earnings/(loss) attributable to the shareholders305

(196)

Net earnings per share (cents)5

Basic

37.0

(23.5)

Diluted

36.4

(23.5)

Weighted average number of shares outstanding (millions of shares)5

Basic

824

835

Diluted

867

835

Dividends declared per share (cents)18

30.0


The accompanying notes form part of and are to be read in conjunction with these financial statements.

On behalf of the Board, 18 August 2021

Bruce Hassall Robert McDonald

Chair Director

Fletcher Building Limited Annual Report 2021

69

Consolidated Statement of Comprehensive Income
For the year ended 30 June 2021

2021

NZ$M

2020

NZ$M

Net earnings/(loss) attributable to shareholders

305

(196)

Net earnings attributable to non-controlling interests

12

12

Net earnings/(loss)

317

(184)

Other comprehensive income

Items that do not subsequently get reclassified to income statement:

Movement in pension reserve

68

(17)

68

(17)

Items that may be reclassified subsequently to income statement:

Movement in cash flow hedge reserve

(7)

(6)

Movement in currency translation reserve

3

35

(4)

29

Other comprehensive income

64

12

Total comprehensive income/(loss) for the year381

(172)

Fletcher Building Limited Annual Report 2021

70

Consolidated Statement of Movements in Equity
For the year ended 30 June 2021

NZ$MNoteShare capital Retained earningsShare-based payments reserve Cash flow hedge reserve Currency translation reserve Pension reserve TotalNon-controlling interestTotal Equity

Total equity at 30 June 20193,427 898 11 (6)(184)(5)4,141 32 4,173

Change in accounting policies (183)(183)(183)

Adjusted equity at 30 June 20193,427 715 11 (6)(184)(5)3,958 32 3,990

Total comprehensive income/(loss) for the year(196)(6)35 (17)(184)12 (172)

Movement in non-controlling interests 20 (9)(9)

Dividends paid to shareholders of the parent18 (128)(128)(128)

Movement in share-based payment reserve1 1 1

Repurchase of shares 19(147)(147)(147)

Total equity at 30 June 20203,280 391 12 (12)(149)(22)3,500 35 3,535

Total comprehensive income/(loss) for the year 305 (7)3 68 369 12 381

Movement in non-controlling interests 20 (31)(31)

Dividends paid to shareholders of the parent18(99)(99)(99)

Movement in share-based payment reserve3 1 16 20 20

Repurchase of shares 19(24)(24)(24)

Movement in treasury stock19(11)(11)(11)

Total equity at 30 June 20213,248 598 28 (19)(146)46 3,755 16 3,771

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 2021

71

Consolidated Balance Sheet
As at 30 June 2021

AssetsNote

2021

NZ$M

2020

NZ$M

Current assets:

Cash and cash equivalents7

666

1,104

Current tax assets25

9

66

Contract assets3

37

69

Derivatives17

9

125

Debtors8

1,133

1,041

Inventories9

1,186

1,215

Total current assets before held for sale3,040

3,620

Assets classified as held for sale2.4

85

204

Total current assets3,125 3,824

Non-current assets:

Property, plant and equipment12

1,586

1,555

Intangible assets13

1,120

1,133

Right-of-use assets14

1,392

1,413

Investments in associates and joint ventures21

173

158

Inventories9

272

301

Retirement plan assets26

108

42

Derivatives17

10

67

Deferred tax assets25

224

285

Total non-current assets

4,885

4,954

Total assets8,010 8,778

Liabilities

Current liabilities:

Creditors, accruals and other liabilities10

1,314

1,098

Provisions11

178

251

Lease liabilities14

178

172

Current tax liabilities255

Derivatives17

14

7

Contract liabilities3

87

223

Borrowings15

106

581

Total current liabilities before held for sale1,877

2,337

Liabilities directly associated with assets held for sale2.4

29

48

Total current liabilities1,906 2,385

Non-current liabilities:

Creditors, accruals and other liabilities10

23

60

Provisions11

30

26

Lease liabilities14

1,519

1,549

Derivatives17

10

13

Borrowings15

751

1,210

Total non-current liabilities

2,333

2,858

Total liabilities4,239 5,243

Equity

Share capital19

3,248

3,280

Reserves

507

220

Shareholders' funds

3,755

3,500

Non-controlling interests 20

16

35

Total equity 3,771

3,535

Total liabilities and equity8,010

8,778

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 2021

72

Consolidated Statement of Cash Flows
For the year ended 30 June 2021

2021

NZ$M

2020

NZ$M

Cash flow from operating activities

Receipts from customers

7,927

7,512

Dividends received

3

1

Payments to suppliers, employees and other

(6,922)

(6,957)

Interest paid

(116)

(146)

Income tax paid

(3)

Net cash from operating activities889

410

Cash flow from investing activities

Sale of property, plant and equipment

20

5

Sale of subsidiaries/investments1

Purchase of property, plant and equipment and intangible assets

(231)

(240)

Net cash from investing activities(211)

(234)

Cash flow from financing activities

Issue of capital notes

142

10 0

Repurchase of capital notes

(145)

(220)

Repurchase of shares

(24)

(147)

Repurchase of shares - transferred to treasury stock

(11)

Drawdown of borrowings401

Repayment of borrowings

(761)

(269)

Principal elements of lease payments

(182)

(171)

Distribution to non-controlling interests

(31)

(9)

Dividends paid to shareholders of the parent

(99)

(128)

Net cash from financing activities(1,111)

(443)

Net movement in cash held

(433)

(267)

Add: opening cash and cash equivalents

1,104

1,372

Effect of exchange rate changes on net cash

(5)

(1)

Closing cash and cash equivalents666

1,104

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Fletcher Building Limited Annual Report 2021

73

NoteDescription
Financial Performance

Note 2Key estimates and judgements

Note 3Revenue from contracts with customers

Note 4Segmental information

Note 5Net earnings per share

Note 6Income statement disclosures

Working Capital Management

Note 7Cash and cash equivalents

Note 8Debtors

Note 9Inventories, including land and developments

Note 10Creditors, accruals and other liabilities

Note 11Provisions

Long-term Investments

Note 12Property, plant and equipment

Note 13Intangible assets

Note 14Leases

NoteDescription

Funding and Financial Risk Management

Note 15Borrowings

Note 16Net funding costs

Note 17Financial risk management

Group Structure and Related Parties

Note 18Dividends and shareholder tax credits

Note 19Capital

Note 20Non-controlling interests

Note 21Investments in associates and joint ventures

Note 22Related party disclosures

Other Information

Note 23Capital expenditure commitments

Note 24Contingent liabilities

Note 25Taxation

Note 26Retirement plans

Note 27Share-based payments

Note 28Subsequent events

Contents

Fletcher Building Limited Annual Report 2021

74

1. Statement of accounting policies
General information

The financial statements presented are those of Fletcher Building Limited (the Company) and its subsidiaries (the Group). The Group

is primarily involved in the manufacturing and distribution of building materials and residential, commercial and infrastructure construction.

Fletcher Building Limited is domiciled in New Zealand. The registered office of the Company is 810 Great South Road, Penrose, Auckland.

The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct Act (FMCA) 2013 reporting entity in terms

of the Financial Reporting Act 2013. The Group is a for-profit entity.

Basis of presentation

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand, which

is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They also comply with International Financial

Reporting Standards.

These financial statements are presented in New Zealand dollars ($), which is the Group’s presentation currency and rounded to the nearest

million unless otherwise stated.

The consolidated financial statements comprise the income statement, statement of comprehensive income, statement of movements

in equity, balance sheet, statement of cash flows, and statement of accounting policies, as well as the notes to these financial statements.

Accounting convention

The financial statements are based on the general principles of historical cost accounting, except that certain financial assets and liabilities,

as described below are stated at their fair value.

The accounting policies have been applied consistently by the Group and are in line with prior year, unless otherwise stated.

Where necessary, certain comparative information has been reclassified to conform to changes in presentation in the current year.

Accounting policies are disclosed within each of the applicable notes to the financial statements and are marked with this icon.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with NZ IFRS requires the Directors to make estimates and judgements that affect the

reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of sales and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis.

The estimates and judgements that are critical to the determination of the amounts reported in the financial statements have been disclosed with the

relevant notes in the financial statements and are marked with this icon, or where applied to the financial statements as a whole, are detailed below.

Basis of consolidation

The consolidated financial statements comprise the Company, its controlled entities and its interest in associates, partnerships and joint

arrangements. Intercompany transactions are eliminated in preparing the consolidated financial statements.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the

entity. Subsidiaries are included in the consolidated financial statements using the acquisition method of consolidation, from the date control

commences until the date control ceases.

Foreign currency

Translation of the financial statements of foreign operations

The assets and liabilities of the Group’s overseas operations are translated into New Zealand currency at the rates of exchange prevailing at

balance date. The revenue and expenditure of these entities are translated using an average exchange rate reflecting an approximation of

the appropriate transaction rates. Exchange variations arising on the translation of these entities and other currency instruments designated

as hedges of such investments are recognised directly in the currency translation reserve. The cumulative exchange variations would be

reclassified subsequently to earnings if the overseas operation to which the reserve relates were to be sold or otherwise disposed of.

Foreign currency transactions

Transactions in foreign currencies are translated at exchange rates at the date of the transactions.

Monetary assets and liabilities in foreign currencies at balance date are translated at the rates of exchange prevailing at balance date.

Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in earnings, except where deferred in

other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Non-monetary assets and liabilities in foreign currencies are translated at the exchange rates in effect when the amounts of these assets and

liabilities were determined.

Notes to the Financial Statements 2021

Fletcher Building Limited Annual Report 2021

75

2. Key estimates and judgements
This section provides details of the key estimates and judgements undertaken when preparing these financial statements.

CHANGES IN ACCOUNTING POLICIES, INTERPRETATIONS AND AGENDA DECISIONS

Configuration or Customisation Costs in a Cloud Computing Arrangement (NZ IAS 38 Intangible Assets)

In April 2021, the International Financial Reporting Standards Interpretations Committee (IFRIC) issued a final agenda decision, Configuration

or customisation costs in a cloud computing arrangement. The IFRIC concluded that costs incurred in configuring or customising software in

a cloud computing arrangement can only be recognised as intangible assets if the activities create an intangible asset that the entity controls

and the intangible asset meets the recognition criteria.

The Group has historically capitalised costs incurred in configuring or customising a supplier’s application software in a cloud computing

arrangement as intangible assets as the Group considered that it would benefit from those costs to implement the cloud-based software over

the term of the cloud computing arrangement.

As at 30 June 2021:

– The impact of the change cannot be reliably measured as the Group has yet to fully complete its assessment of the impact of the IFRIC

agenda decision. The Group expects to adopt this IFRIC agenda decision in its half year financial statements as at 31 December 2021.

– The process to quantify the impact of the agenda decision is ongoing. A project team has been appointed and a timeline has been

determined. The project is ongoing due to the effort required in obtaining the underlying information from historical records covering

multiple projects and assessing the nature of each of the costs.

– Intangible assets relating to cloud computing arrangements of $75 million have been capitalised in the consolidated balance sheet and are

currently subject to this detailed assessment.

– The Group’s preliminary analysis of 599 applicable cloud computing projects has identified a material amount of historical spend

that would be expensed under the new interpretations that would result in a reduction of intangible assets and a restatement of

retained earnings.

2.1 SIGNIFICANT ITEMS

In reporting financial information, the Group presents non-GAAP performance measures, which are not defined or specified under the

requirements of NZ IFRS.

The Group believes that these non-GAAP measures, which are not considered to be a substitute for or superior to NZ IFRS measures, provide

stakeholders with additional useful information on the performance of the business. The non-GAAP measures are consistent with how the

business performance is planned and reported to the Board and Audit and Risk Committee.

The Group makes certain significant item adjustments to the statutory profit measures in order to derive non-GAAP measures. The Group

discloses certain non-operating items as significant items. The Group’s policy is to recognise significant items for transactions or events

outside of the Group's ongoing operations that have a significant impact on reported profit. This policy provides stakeholders with additional

useful information as a means to assess the year-on-year trading performance of the Group. On this basis, the following items were included

within significant items for the year ended 30 June 2021:

–Restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the

normal operating costs of the business.

–Impacts of significant one-off events that have a material effect on the Group's financial performance and asset valuation.

–Impairment charges and provisions that are considered to be significant in nature and/or value to the trading performance of the business.

–Net gains and losses on the disposal of properties and business where a commitment to close has been demonstrated.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

76

2021
Restructuring

and other (1)

NZ$M

Property

rationalisation

(2)

NZ$M

Impairment of

assets (3)

NZ$M

M&A

activity (4)

NZ$M

Total

NZ$M

Building Products (5)(1)(3)(9)

Distribution 1 1

Concrete (2)2 (2)6 4

Construction (3)(3)

Australia (19)(12)(89)(120)

Other (4)1 5 (3)(1)

Total significant items before taxation(33)(9)(89)3 (128)

Tax benefit on above items10 3 7 20

Total significant items after taxation(23)(6)(82)3 (108)

2020

Restructuring

and other (1)

NZ$M

Property

rationalisation

(2)

NZ$M

Impairment of

assets (3)

NZ$M

M&A

activity (4)

NZ$M

Total

NZ$M

Building Products(6)(3)(10)(19)

Distribution (9)(3)(6)(18)

Concrete (5)(5)(3)(13)

Residential and Development(1)(1)

Construction(8)(3)(2)(13)

Australia(32)(33)(101)(166)

Other(32)(1)(13)(46)

Total significant items before taxation(93)(48)(135)(276)

Tax benefit on above items24 15 38 77

Total significant items after taxation(69)(33)(97)(199)

(1) Restructuring and other costs

The Group announced its New Zealand and Australia restructuring programme on 20 May 2020. Ongoing implementation of the programme,

together with costs of other significant one-off events outside the normal operations of the Group, has resulted in a net charge of $33 million

recognised in the year ended 30 June 2021. These charges consist predominantly of redundancy and other employee costs associated

with the restructuring programme.

(2) Property rationalisation

In line with the restructuring strategy announced on 20 May 2020 the Group undertook a review of its operational property footprint.

The costs incurred by the Group in the year ended 30 June 2021 relate primarily to the exit of manufacturing and distribution sites in Iplex

Australia and retail sites in Tradelink.

(3) Impairment of assets

Rocla Pty Limited ($78 million)

The Rocla business continues to be classified as a disposal group held for sale (refer to note 2.4). Under this classification, the net assets

of the business are measured at the lower of carrying value or fair value less cost to sell. As at 30 June 2021 the fair value of the business

has been assessed to be lower than the carrying value of the net assets. A write down of $78 million has therefore been recognised against

these assets.

Iplex Australia ($6 million)

Iplex Australia has recognised a net impairment charge of $6 million to account for the write down of property, plant and equipment and

inventory as a result of the restructuring strategy mentioned above.

Fletcher Building Limited Annual Report 2021

77

(4) M&A activity
Winstone Aggregates ($6 million)

On 31 July 2020 the Group completed the sale of Winstone Aggregates quarry assets in Manawatu

-

, the assets had been reported

as property, plant and equipment prior to the disposal. The Group recognised a transaction gain of $6 million in the year ended 30 June 2021

for these assets.

Rocla Pty Limited ($3 million)

Transaction costs of $3 million have been recognised in relation to the sales process of the Rocla business.

2.2 INTANGIBLE ASSET IMPAIRMENT TESTING

Goodwill and brands were tested for impairment in June 2021. Each cash-generating unit (CGU) that carries goodwill is valued on a value-in-

use or fair value less costs of disposal basis using a discounted cash flow model. Management has used its past experience of sales growth,

operating costs and margin, and external sources of information where appropriate, to determine their expectations for the future. These cash

flow projections are principally based on the business units' forecast five year plan, which are risk adjusted where appropriate. Cash flows

beyond five years have been extrapolated using estimated terminal growth rates, which do not exceed the long-term average growth rate for

the industries and countries in which the business units operate. The terminal growth rate employed was between 2.0% and 2.5% for Australia

(2020: 1.75%) and 2.0% for New Zealand (2020: 1.75%).

New Zealand and South Pacific CGUs

The goodwill and brand balances for the 15 New Zealand and South Pacific CGUs represent 45% of the total balance for the Group. The cash

flows are discounted using a nominal rate specific to each business and jurisdiction. New Zealand businesses have employed discount rates

between 7.0% and 11.0% (2020: between 9.0% and 10.0%), and the South Pacific business has employed a discount rate of 17.5% (2020:

18.5%), reflecting the risk profile of each business and for the regions in which the CGUs operate.

Sensitivity to reasonably possible changes in assumptions

The impairment assessment confirmed that, for these business units, the recoverable amounts exceed carrying values as at 30 June 2021.

Based on current economic conditions and performances of New Zealand and South Pacific CGUs, no reasonably possible change in a key

assumption used in the determination of the recoverable value of CGUs would result in a material impairment to the Group.

Australia CGUs

The goodwill and brand balances for the four Australia CGUs represent 55% of the total balance for the Group. The cash flows are discounted

using a nominal rate specific to each business. Australian business units employed discount rates between 7.0% and 9.0% (2020: 8.1%),

reflecting the risk profile of each business and for the regions in which the CGUs operate.

Sensitivity to reasonably possible changes in assumptions

Group and divisional management completed a comprehensive strategic review of the Australia division and identified a number of

strategic initiatives for the near to medium term to set the division up for long term margin growth. Implementation of these initiatives,

coupled with strengthening of Australian residential and construction market activity, has contributed to a lift in the division's business

performance and profitability. Management recognises that full benefits of implemented strategic changes will be achieved over the longer

term, and, in part, will be dependent on the sustained growth of the Australian economy and residential market.

The key assumptions used in the impairment tests for the significant business units of Laminex Australia and Tradelink are outlined below.

No impairment was recognised during the financial year, however, a change in any of the key assumptions noted below would lead to the

elimination of the excess of recoverable amount over carrying amount.

Laminex Australia (representing 28% of Group goodwill and brands balances)

Key assumptionValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))2.80%Decrease by 0.5 ppts

EBIT margin (5-year average)9.50%Decrease by 2.8 ppts

Discount rate7.90%Increase by 2.8 ppts

Tradelink (representing 11% of Group goodwill and brands balances)

Key assumptionValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))4.50%Decrease by 0.7 ppts

EBIT margin (5-year average)3.70%Decrease by 1.8 ppts

Discount rate7.30%Increase by 5.3 ppts

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

78

Other CGUs
Based on current economic conditions and CGU performances, no reasonably possible change in any one of the key assumptions used in the

determination of the recoverable value of other Australian CGUs would result in a material impairment to the Group.

2.3 SUPPLEMENTARY DISCLOSURES: EARNINGS PER SHARE

Earnings per share is disclosed in full in note 5. The below disclosure has been included to provide additional useful information by removing the

impact of significant items in the current and prior year, and the resulting impact on the earnings per share measure.

The effect of significant items on earnings per share from continuing operations is as follows:

2021

NZ$M

2020

NZ$M

Net earnings/(loss) after taxation (as per income statement)305 (196)

Add back: Significant items after taxation (note 2.1)108 199

Net earnings before significant items413 3

Net earnings per share before significant items (cents)50.10.4

Net earnings per share - as per income statement (cents)37.0(23.5)

2.4 ASSETS HELD FOR SALE

Rocla Pty Limited

On 19 February 2020, the Group announced its intention to divest the Rocla business, a wholly owned subsidiary reported under the Australia

segment. The announcement to suspend the divestment process was made on 25 March 2020 in response to COVID-19 and the process

was recommenced on 1 June 2020. The Rocla business met the classification requirements of a disposal group held for sale and ceased

depreciation of the relevant assets from 1 June 2020. The business, including its assets and associated liabilities, had been classified as held

for sale as at 30 June 2020. At 30 June 2021 the Group has assessed the latest facts and circumstances in relation to the Rocla divestment

process and concluded that the classification of Rocla as a disposal group remains appropriate.


During the year the Group transferred land at Rocla's Brisbane and Sydney sites, which was previously classified as property, plant and

equipment, to inventory. The transferred land is developed and realised in the ordinary course of business. These assets have been excluded

from held for sale classification and presented under the Residential and Development reportable segment.


The Group has reassessed the fair value less costs to sell of the business' remaining net assets as at 30 June 2021 and recognised a write-

down of funds by $81 million. The fair value of Rocla's net assets has been assessed based on information received through the divestment

process. The summary of Rocla's assets and associated liabilities classified as held for sale is presented below:

Assets

2021

NZ$M

2020

NZ$M

Debtors

21

30

Inventories

49

50

Property, plant and equipment

10

118

Right-of-use assets6

Provision for deferred taxation

5

Assets held for sale

85

204

Liabilities

Creditors, accruals and other liabilities21 28

Provisions2 13

Lease liabilities6 7

Liabilities directly associated with assets held for sale29 48

Net assets directly associated with disposal group56

156

Fletcher Building Limited Annual Report 2021

79

2.5 SUPPLEMENTARY DISCLOSURES: CONSTRUCTION ACCOUNTING
The Group's Construction division is engaged by a wide variety of customers to construct and maintain building and infrastructure projects

across New Zealand and the South Pacific. Services provided by the division include construction contract works, engineering and maintenance

services. Each project has a different risk profile based on its individual contractual and delivery characteristics.

Construction projects are inherently more uncertain earlier in their lifetime, which leads to a number of significant estimates and judgements

being made at these early stages. The Group's policies for accounting for such projects are outlined below, and demonstrate the significant

judgements made. Contract assets and liabilities arising from construction work in progress at year end are disclosed in note 3.

The division performs regular reviews of its customer contracts including reassessment of cost to complete estimates at each reporting date.

Onerous contract provisions are recognised under NZ IAS 37: Provisions where the unavoidable costs (i.e., the costs that the division cannot

avoid because it has the contract) of meeting the obligations under a contract exceed the economic benefits expected to be received under it.

Onerous contract provisions recognised in relation to the Group's legacy building and infrastructure projects have been disclosed in note 11.

Construction accounting policies

Revenue recognition

Construction contract revenue

The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific. Contracts

entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is uncommon, contracts

can be entered into for the building of several projects. Where this occurs, the Group will identify the single or multiple performance

obligations and allocate the total contract price across each performance obligation based on stand-alone selling prices. The contract price is

normally fixed at the start of the project.

The nature of construction projects leads to variations in the project size and scope. It is also normal practice for contracts to include bonus

and penalty elements based on timely construction or other performance criteria known as variable consideration.

The performance obligation is fulfilled over time and as such revenue is recognised over time. As work is performed on the assets being

constructed they are controlled by the customer and have no alternative use to the Group, with the Group having a right to payment for

performance to date.

Generally, contracts identify various inter-linked activities required in the construction process. Revenue is recognised on the measured

output of each process based on appraisals that are agreed with the customer on a regular basis.

Maintenance contract revenue

Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central Government in

New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where

maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which is

significantly integrated and is fulfilled over time.

Variable consideration

Revenue in relation to variations, such as a change in the scope of the contract, is only included in the contract price when it is approved

by the parties to the contract, the variation is enforceable, or in certain circumstances when the amount becomes highly probable and is

approved by the Board of Directors.


Contract assets, contract liabilities and provisions for onerous contracts

Earnings on construction contracts (including sub-contracts) are determined using the percentage of completion method and represent the

value of work carried out during the year, including amounts not invoiced. Costs are recognised as incurred and revenue is recognised on the

basis of the proportion of total costs at the reporting date to the estimated total costs of the contract. Estimates of the final outcome of each

contract may include cost contingencies to take account of specific risks within each contract that have been identified. The cost contingencies

are reviewed on a regular basis throughout the contract life and are adjusted where appropriate. However, the nature of the risks on contracts

are such that they often cannot be resolved until the end of the project.

Margin on the contract is not recognised until the outcome of the contract can be reliably estimated. The Group uses its professional

judgement to assess both the physical completion and the forecast financial result of the contract. When a contract is identified as loss-

making, a provision is made for estimated future losses on the entire contract.

Contract assets/liabilities are stated at cost plus profit recognised to date, less progress billings. Costs include all expenditure directly related

to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating

capacity.

Estimates and judgements are made relating to a number of factors when assessing construction contracts. These primarily include the

programme of work throughout the contract period, assessment of future costs after considering changes in the scope of work, maintenance

and defect liabilities, expected inflation (for unlet sub-trades) and performance bonuses or penalties.

The significant judgements inherent in accounting for the Group’s most material construction projects are:

- The extent to which a project progresses in line with the complex project programme and timetable previously formed and the resulting

impact of any programme delays or gains on project costs, especially project overheads (preliminary and general costs) and any liquidated

or other damages;

- Subcontractor costs, in particular costs that are yet to be agreed in scope or price (including inflationary pressures) or that relating to

programme prolongation;

- The outcome of ongoing commercial negotiations, including elements of variable consideration and changes in project scope;

- Future weather and ground conditions.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

80

A summary of the major construction projects and their approximate stage of completion is disclosed to demonstrate the uncertainty that
remains on these projects.

Status of construction projects (> $200 million original contract value) as at 30 June 2021:

Forecast

Percentage

of completion

Business unitcompletion*(% cost)

NZICC reinstatements - Cost plus marginBuildings202435%

NZICC - Guaranteed maximum price and fixed price contractBuildings202483%

P

u

-

hoi to Warkworth - Fixed price contract (Public Private Partnership)Infrastructure202282%

Hamilton City Edge Expressway - Alliance contractInfrastructure / Higgins202288%

Peka Peka to O

-

taki Expressway - Fixed price contractInfrastructure / Higgins202275%

* Calendar year

Revenue backlog by business unit as at 30 June 2021:

Current revenue backlog

NZ$M

Top 5 projects as a % of

revenue backlog

Buildings

317

10 0%

Infrastructure*

329

78%

Brian Perry Civil*

1,318

11 %

Higgins

856

30%

South Pacific

122

95%

2,942

N/A

* During the year the Watercare Enterprise Framework Agreement contract has moved to being predominately delivered by Brian Perry Civil, previously the estimated backlog was equally

allocated to Infrastructure and Brian Perry Civil business units.

Revenue backlog by business unit as at 30 June 2020:

Current revenue backlog

NZ$M

Top 5 projects as a % of

revenue backlog

Buildings

352

10 0%

Infrastructure

1,156

46%

Brian Perry Civil

762

8%

Higgins

545

33%

South Pacific

11 4

83%

2,929

NA

Revenue backlog refers to the level of construction work the Group is contracted to but is not yet complete at year end. This represents the

performance obligations that are yet to be completed for the construction contracts active at the end of the year. The long term nature of the

contracts held by the Buildings, Infrastructure and Higgins businesses will see these performance obligations be completed over a period

generally between one to five years, although some may extend longer. The Buildings, Infrastructure, Brian Perry Civil, and South Pacific

businesses have contracts that are either short term in nature or are nearing completion with those performance obligations likely to be settled

within the next 12 months.

New Zealand International Convention Centre (NZICC)

On 22 October 2019 there was a significant fire at the NZICC project construction site causing damage to both the International

Convention Centre and Hobson Street Hotel. Contract Works and Third-Party Liability insurances are in place on the project, and the

Fletcher Construction Company Limited is an insured party under these policies.

The NZICC project continues to be accounted for under NZ IFRS 15: Revenue from Contracts with Customers and NZ IAS 37:

Provisions, Contingent Liabilities and Contingent Assets.

The Group has assessed all relevant known facts and circumstances related to the estimation of cost to complete and insurance

recoveries and concluded based on current information that there is no additional requirement for provisions in these financial

statements. The Group’s assessment of the cost to complete relies on application of estimates and judgements (e.g. measurement

of remediation’s cost to complete, the likelihood of receipt of insurance recoveries and quantification of any claims and costs that

are outside of insurance cover) and as such may be subject to change as the project progresses.

Fletcher Building Limited Annual Report 2021

81

This section explains the results and performance of the Group, including the segmental analysis, details of significant items, and
earnings per share.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group revenue is derived from the following streams:

- Sale of building products and materials

- Development and sale of residential projects

- Construction of building and infrastructure projects (refer to note 2.5)

- Maintenance service contracts (refer to note 2.5)

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount

that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally

concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them

to the customer.

Building products and distribution divisions

Sale of building products and materials

The materials and distribution businesses within the Group recognise revenue when control of the goods has passed to the customer, the

associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods,

and there is a high probability that a significant reversal in the revenue recognised will not occur. Revenue is measured net of returns, trade

discounts and volume rebates. The timing of the transfer of control varies depending on the individual terms of the sales agreement.

For most sales, this occurs when the product is delivered to the customer.

Residential and Development division

Development and sale of residential projects

Through the Residential and Development division the Group derives income from the sale of completed houses, construction type

projects for enabling or utilities works for large developments, and the sale of development sites surplus to Group requirements. Revenue

is recognised when control passes to the customer for each type of transaction. House sales are commonly recognised at the time of

settlement, when title passes to the customer and payment is received. Enabling or utilities works are recognised over time using a

percentage of completion method. Land development sales are recognised in line with the requirements of the specific sale and

purchase agreement.

Performance obligations vary between the types of transactions. The sale of a completed house from Group inventory to a customer is a

single performance obligation, as houses are not constructed under contract from a customer. For works contracts and development sales,

the division reviews the terms of the sale to determine whether the performance obligations are distinct and separately identifiable.


2021

Sale of

building

products and

materials

NZ$M

Development

and sale of

residential

properties

NZ$M

Construction

contract

revenue

NZ$M

Maintenance

contract

revenue

NZ$M

Total

NZ$M

Goods and services transferred at a point in time

6,052 721 6,773

Goods and services transferred over time

834 513 1,347

Total revenue from contracts with customers 6,052 721 834 513 8,120


2020

Sale of

building

products and

materials

NZ$M

Development

and sale of

residential

properties

NZ$M

Construction

contract

revenue

NZ$M

Maintenance

contract

revenue

NZ$M

Total

NZ$M

Goods and services transferred at a point in time 5,588 460 6,048

Goods and services transferred over time 760 501 1,261

Total revenue from contracts with customers

5,588 460 760 501 7,309

Notes to the Financial Statements 2021 (Continued)

Financial Review

Fletcher Building Limited Annual Report 2021

82

Contract assets
The gross amount of construction and maintenance work in progress consists of costs attributable to work performed and emerging

profit after providing for any foreseeable losses. In applying the accounting policies on providing for these losses, accounting judgement

is required.

Construction contracts with cost and margin in advance of billings are presented as part of contract assets for all contracts in which costs

incurred plus recognised profits exceed progress billings. If progress billings and recognised losses exceed costs incurred plus recognised

profits, then the difference is presented as contract liabilities.

Contract liabilities

Construction contracts where the total progress billings issued to clients (together with foreseeable losses if applicable) on a project exceed

the costs incurred to date plus recognised profit on the contract are recognised as a liability.

2021

NZ$M

2020

NZ$M

Construction contracts with cost and margin in advance of billings

37

69

Contract assets37

69

Construction contracts with billings in advance of cost and margin

87

223

Contract liabilities87

223

4. SEGMENTAL INFORMATION

Segmental information is presented in respect of the Group’s industry and geographical segments. The use of industry segments as the

primary format is based on the Group’s management and internal reporting structure, which recognises groups of assets and operations

with similar risks and returns. Inter-segment pricing is determined on an arm’s length basis.

Industry segments


2021

Gross revenue

NZ$M

2020

Gross revenue

NZ$M

2021

External revenue

NZ$M

2020

External revenue

NZ$M

Building Products

1,401

1,173

1,101

922

Distribution

1,714

1,471

1,684

1,440

Concrete

849

740

583

503

Residential and Development

734

466

721

460

Construction

1,456

1,318

1,347

1,261

Australia

2,758

2,802

2,684

2,723

Other

10

10

Group

8,922

7,980

8,120

7,309

Less: intercompany revenue

(802)

(671)

Group external revenue

8,120

7,309

8,120

7,309


2021

EBIT before

significant items

NZ$M

2020

EBIT before

significant items

NZ$M

2021

Funds*

NZ$M

2020

Funds*

NZ$M

Building Products

197

87

726

678

Distribution

127

85

215

209

Concrete

113

74

573

607

Residential and Development

154

65

534

604

Construction

31

(147)

219

50

Australia

103

33

1,327

1,494

Corporate

(56)

(37)

177

(107)

Group

669

160

3,771

3,535

* Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to Corporate as

these are managed at a Group level.

Fletcher Building Limited Annual Report 2021

83

2021
Depreciation,

depletion and

amortisation expense

NZ$M

2020

Depreciation,

depletion and

amortisation expense

NZ$M

2021

Capital

expenditure

NZ$M

2020

Capital

expenditure

NZ$M

Building Products

56

53

112

53

Distribution

49

47

12

21

Concrete

71

74

36

50

Residential and Development

3

3

1

3

Construction

40

40

25

32

Australia

128

135

42

65

Corporate

16

18

4

8

Group

363

370

232

232

Geographic segments

2021

External revenue

NZ$M

2020

External revenue

NZ$M

2021

EBIT before

significant items

NZ$M

2020

EBIT before

significant items

NZ$M

New Zealand

5,237

4,466

510

110

Australia

2,773

2,740

151

42

Other jurisdictions

110

103

8

8

Group

8,120

7,309

669

160

Significant items (note 2.1)

(128)

(276)

Earnings before interest and taxation (EBIT)

541

(116)

2021

Non-current

assets

NZ$M


2020

Non-current assets

+

NZ$M

2021

Funds*

NZ$M


2020

Funds*

NZ$M

New Zealand

2,845

2,836

2,230

2,221

Australia

1,646

1,670

1,348

1,495

Other

52

53

69

83

Debt and taxation

124

(264)

Group

4,543

4,559

3,771

3,535

+

Excludes deferred tax assets, retirement plan surplus and financial instruments.

* Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as net debt and taxation are allocated to Corporate as

these are managed at a Group level.

Description of industry segments

Building Products

The Building Products division is a manufacturer, distributor, and marketer of building products used in

the residential and commercial markets in New Zealand.

Distribution

The Distribution division consists of building, plumbing, and pipeline distribution businesses in New Zealand.

Concrete

The Concrete division includes the Group's interests in the concrete value chain, including extraction of

aggregates, and the production of cement and concrete. The division operates in New Zealand.

Residential and Development

The Residential and Development division operates both in New Zealand and Australia and involves

building and sale of residential homes in New Zealand and development and sale of commercial and

residential land in Australia and New Zealand. Development activity includes the sale of the land property

portfolio which are surplus to the Group's operating requirements.

Construction

The Construction division is a builder and maintainer of commercial buildings and infrastructure across

New Zealand and the South Pacific.

Australia

The Australia division manufactures and distributes building materials for a broad range of industries

across Australia.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

84

5. NET EARNINGS PER SHARE
Earnings per share is the portion of a company's profit allocated to each outstanding ordinary share and is calculated by dividing

the earnings attributable to shareholders by the weighted average of ordinary shares on issue during the year excluding impacts of treasury

stock. Capital notes and options are convertible into the company's shares and may therefore result in dilutive securities for purposes

of determining the diluted net earnings per share. The Group may, at its option, purchase or redeem the capital notes for cash

at the principal amount plus any accrued but unpaid interest.

20212020

Net earnings per share (cents)

Basic

37.0

(23.5)

Diluted

36.4

(23.5)

NumeratorNZ$MNZ$M

Net earnings/(loss)

305

(196)

Numerator for basic earnings per share

305

(196)

Dilutive capital notes

11

Numerator for diluted net earnings per share316

(196)

Denominator (millions of shares)

Weighted average number of shares outstanding (refer to note 19)

824

835

Conversion of dilutive capital notes

43

Denominator for diluted net earnings per share867

835

6. CONSOLIDATED INCOME STATEMENT DISCLOSURES

2021

NZ$M

2020

NZ$M

The following items are specific disclosures required to be made and are included within

the income statement:

Net periodic pension cost

2

2

Employee related short-term costs

(1)

1,420

1,446

Other long-term employee related benefits

54

58

Research and development expenditure

2

1

Amortisation of intangibles

24

24

Bad debts written off

3

5

Donations and sponsorships

3

3

Maintenance and repairs

151

143

(1)

Short-term employee benefits for the executive committee are included in the above is disclosed in note 22.

Auditor's remuneration

2021

NZ$000's

2020

NZ$000's

Audit and review of the financial statements

(1)

3,262

2,858

Total audit and assurance services

3,262

2,858

Other services

(2)

16

14

Total non-assurance services

16

14

Total auditor's remuneration3,278

2,872

(1) The audit includes fees for both the annual audit of the financial statements and the review of the interim financial statements

(2) Other services relate to agreed upon procedures

Fletcher Building Limited Annual Report 2021

85

This section provides details of the key elements of working capital which includes cash, receivables, inventories and short-term liabilities.
7. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash and demand deposits with banks or other financial institutions and highly liquid investments

that are readily convertible to cash.

Cash and cash equivalents include the Group's share of amounts held by joint operations of $17 million (2020: $102 million).

At 30 June 2021, approximately $42 million (2020: $19 million) of total cash and deposits were held in subsidiaries that operate in countries

where exchange controls and other legal restrictions apply and are not immediately available for general use by the Group.

2021

NZ$M

2020

NZ$M

Cash and bank balances

252

503

Contract retention bank balances

18

24

Short-term deposits

396

577

666

1,104

Reconciliation of net earnings to net cash from operating activities

2021

NZ$M

2020

NZ$M

Net earnings

305

(196)

Earnings attributable to minority interest

12

12

317

(184)

Add/(less) non-cash items:

Depreciation, depletions and amortisation

363

370

Other non-cash items

91

240

Taxation

113

(81)

Loss on disposal of businesses and property, plant and equipment

3

7

570

536

Net working capital movements

Residential and Development

105

50

Construction

(179)

(19)

Other divisions:

Debtors

(62)

95

Inventories

(22)

(1)

Creditors

160

(67)

2

58

Net cash from operating activities889 410

Working Capital Management

Notes to the Financial Statements 2021

(Continued)

Fletcher Building Limited Annual Report 2021

86

8. DEBTORS
Debtors are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due

for settlement within 30 to 90 days and are therefore all classified as current. Debtors are recognised initially at the amount of consideration

that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade

receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the

effective interest method. Details about the Group’s impairment policies and the calculation of the loss allowance are provided in note 17.3.

2021

NZ$M

2020

NZ$M

Trade debtors

829

74 6

Contract debtors55 69

Contract retentions

35

35

Less expected credit loss provisions

(18)

(25)

Trade and contract debtors

901

825

Other receivables

232

216

1,133

1,041

Current802 739

0 - 30 days over standard terms

82

75

31 - 60 days over standard terms

14

6

61+ days over standard terms

21

30

Provision

(18)

(25)

Trade and contract debtors

901

825

Fair values of debtors

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

Impairment and risk exposure

Information about the impairment of trade receivables and the Group’s exposure to credit risk and foreign currency risk can be found in

note 17.3.

9. INVENTORIES, INCLUDING LAND AND DEVELOPMENTS

Raw materials, work in progress and finished goods

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of

normal operating capacity. Cost includes the reclassification from equity of any gains or losses on qualifying cash flow hedges relating to

purchases of raw material but excludes borrowing costs. Costs of purchased inventory are determined after deducting rebates and discounts.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated

costs necessary to make the sale.

Land held for resale

Land held for resale is stated at the lower of cost and net realisable value. Cost is assigned by specific identification and includes the cost of

acquisition and development costs during development.

Fletcher Building Limited Annual Report 2021

87

Notes to the Financial Statements 2021 (Continued)
2021

NZ$M

2020

NZ$M

Raw materials

418

364

Work in progress314 377

Finished goods

690

736

Consumable stores and spare parts

36

39

1,458

1,516

Inventories held at cost1,153 1,192

Inventories held at net realisable value305 324

1,458 1,516

Current portion1,186 1,215

Non-current portion272 301

1,458 1,516

Inventory classified as non-current

The non-current portion of inventories relates to land and developments that are expected to be held for greater than 12 months

(current portion of $321 million, 2020: $367 million).

The Group's Residential and Development division has commitments for the purchase of land and building services totalling $430 million

(2020: $257 million), of which $105 million is expected to be delivered in the year to 30 June 2022 (2020: $77 million).

10. CREDITORS, ACCRUALS AND OTHER LIABILITIES

Trade creditors and other liabilities are stated at cost or estimated liability where accrued. Employee entitlements include annual leave

which is recognised on an accrual basis and the liability for long service leave which is measured as the present value of expected future

payments to be made in respect of services provided by employees.

Assumptions in determining long service leave relate to the discount rate, estimates relating to the expected future long service leave

entitlements, future salary increases, attrition rates and mortality.

2021

NZ$M

2020

NZ$M

Trade creditors

729

609

Contract retentions24 30

Accrued interest

15

30

Other liabilities

333

299

Employee entitlements

225

181

Workers' compensation schemes

11

9

1,337

1,158

Current portion1,314 1,098

Non-current portion

23

60

Carrying amount at the end of the year

1,337

1,158

The non-current portion of creditors and accruals as at 30 June 2021 relates to long service employee entitlement obligations.

Fletcher Building Limited Annual Report 2021

88

11. PROVISIONS
Provisions for restructuring, service and environmental warranties and other provisions are recognised when the Group has a present

legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation,

and the amount can be reliably estimated. Provisions are not recognised for future operating losses other than losses recognised on

onerous contracts.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering

the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the

same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate at the end of the reporting period of the expenditure required to

settle the present obligation. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments

of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as an

interest expense.

Restructuring

Restructuring provisions are recognised when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal

detailed plan. Costs relating to ongoing activities are not provided for.

Warranty and environmental

Warranty provisions represent an estimate of potential liability for future rectification work in respect of products sold and services provided.

Environmental provisions represent an estimate for future liabilities relating to environmental obligations.

Onerous contracts

An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract)

of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a

contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties

arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental

costs and an allocation of costs directly related to contract activities).

Other

Other provisions relate to miscellaneous matters, across the Group, none of which is individually material.


Restructuring

NZ$M

Warranty &

environmental

NZ$M

Onerous

contracts

NZ$M

Other

NZ$M

Total

NZ$M

2021

Carrying amount at the beginning of the year

48 22 162 45 277

Charged to earnings

37 8 23 68

Settled or utilised

(34)(2)(78)(18)(132)

Released to earnings

(5)(5)

46 28 84 50 208

2020

Carrying amount at the beginning of the year32 34 264 34 364

Charged to earnings75 2 150 33 260

Settled or utilised(45)(10)(252)(20)(327)

Released to earnings(1)(4)(2)(7)

Held for sale(13) (13)

48 22 162 45 277

2021

NZ$M

2020

NZ$M

Current portion

178

251

Non-current portion

30

26

Carrying amount at the end of the year

208

277

During the year the Group utilised $34 million (2020: $45 million) in respect of restructuring obligations at certain businesses.

Of the remaining balance $37 million is expected to be utilised within the next 12 months. Warranty and environmental provisions

are expected to be utilised over the next three years.

Fletcher Building Limited Annual Report 2021

89

Long-term Investments
This section details the long-term assets of the Group including property, plant and equipment, intangible assets and leases.

12. PROPERTY, PLANT AND EQUIPMENT

Land, buildings, plant and machinery and fixtures and fittings are stated at historical cost less depreciation. Historical cost includes

expenditure that is directly attributable to the acquisition of the items. The cost of purchasing land, buildings, plant and machinery, fixtures

and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs which have been

incurred in bringing the assets to the location and the condition necessary for their intended service, including subsequent expenditure.

Assets are reviewed annually for impairment indicators.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying

amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged

to profit or loss during the reporting period in which they are incurred.

Depreciation of property, plant and equipment and amortisation of definite life intangible assets are calculated on the straight-line method.

Refer to note 13 for details of intangible assets. Expected useful lives, which are regularly reviewed, typically range between:

Buildings 30–50 years

Plant and machinery 5–15 years

Fixtures and equipment 2–10 years

Intangible assets, including software 5–15 years

Resource extraction assets are held at historic cost and depleted over the shorter of the life of the site or right to use period. Site development

costs incurred in order to commence extraction are capitalised as resource extraction assets.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated

recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

2021

Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Total

NZ$M

Carrying value at 1 July 20201361581,009157951,555

Additions3243112257219

Disposals(19)(4)(23)

Depreciation expense(10)(106)(29)(12)(157)

Impairment(1)(4)(1)(6)

Transfer of assets to inventory(3)(3)

Currency translation11

Carrying value at 30 June 20211651901,012133861,586

Represented by:

Cost1663182,2823841213,271

Accumulated depreciation and impairment(1)(128)(1,270)(251)(35)(1,685)

1651901,012133861,586

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

90

2020
Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Total

NZ$M

Carrying value at 1 July 20191812041,074162951,716

Additions8101313312194

Disposals(1)(11)(12)

Depreciation expense(10)( 111 )(28)(12)(161)

Impairment(12)(57)(6)(75)

Transfer of assets to inventory(5)(5)

Held for sale(50)(37)(25)(6)(118)

Currency translation338216

Carrying value at 30 June 20201361581,009157951,555

Represented by:

Cost1372832,2144121253,171

Accumulated depreciation and impairment(1)(125)(1,205)(255)(30)(1,616)

1361581,009157951,555

As at 30 June 2021 property, plant and equipment includes $214 million of assets under construction that are not depreciated until they are

commissioned and brought into use (2020: $133 million).

Government Grants

The Ministry for the Environment (New Zealand) part-funded Fletcher Building’s waste tyre capital project with a grant of $16 million

awarded to the Group through its Waste Minimisation Fund. In the year ended 30 June 2021 $16 million (2020: $8 million) has been recognised as a

deduction from the carrying amount of related qualifying property, plant and equipment assets. The Group did not benefit directly from any other

forms of government assistance in the year ended 30 June 2021.

13. INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles are carried

at cost less any accumulated amortisation and accumulated impairment losses.

The Group's intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, either individually

or at the cash-generating unit (CGU) level. Intangible assets with a definite life are amortised on a straight-line basis.

Goodwill is stated at cost, less any impairment losses. Goodwill is allocated to CGUs and is not amortised but

is tested annually for impairment, and when an indication of impairment exists. Brands for which all relevant factors indicate that there

is no limit to the foreseeable net cash flows are considered to have an indefinite useful life and are held at cost and are not amortised

but are subject to an annual impairment test.

For the purposes of considering whether there has been an impairment, assets are grouped at the lowest level for which there are

identifiable cash flows that are largely independent of the cash flows of other groups of assets. When the book value of a group of assets

exceeds the recoverable amount, an impairment loss arises and is recognised in the consolidated income statement immediately.

Assessing the carrying value of goodwill and indefinite life brands requires management to estimate future cash flows to be generated

by the related CGU. The key assumptions used in the value-in-use or fair value less costs of disposal basis include the expected rate of

growth of revenues and earnings, the terminal growth rate and the appropriate discount rate to apply.

Fletcher Building Limited Annual Report 2021

91

Impairment
2021

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles*

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 7082811441,133

Additions1313

Impairment (2)(1)(3)

Amortisation expense(24)(24)

Currency translation 11

7062821321,120

Represented by:

Cost7063613451,412

Accumulated amortisation and impairment(79)(213)(292)

Carrying value at the end of the year7062821321,120

2020

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 7 112781401,129

Additions3939

Impairment (10)(1)(11)(22)

Amortisation expense(24)(24)

Currency translation 7411

7082811441,133

Represented by:

Cost7083603331,401

Accumulated amortisation and impairment(79)(189)(268)

Carrying value at the end of the year7082811441,133

As at 30 June 2021 other intangible assets include $25 million of assets being developed (2020: $26 million).

* As disclosed in note 2 changes in accounting policies, interpretations and agenda decisions, the Group is in the process of assessing the

impact of IFRIC's interpretation of Configuration or Customisation Costs in a Cloud Computing Arrangement (NZ IAS 38: Intangible Assets).

Preliminary analysis has identified a material amount of historical spend that would be expensed under the new interpretations that would

result in a reduction of intangible assets and a restatement of retained earnings.

Goodwill

2021

NZ$M

Goodwill

2020

NZ$M

Brands

2021

NZ$M

Brands

2020

NZ$M

Significant intangible balances within cash generating units (CGUs)

Laminex Australia

154

154

122

122

Higgins New Zealand

11 4

114

19

19

Iplex New Zealand

105

105

7

7

Stramit

61

61

41

41

Tradelink

61

61

51

51

Other

2 11

213

42

41

706

708

282

281

The goodwill allocated to significant CGUs accounts for 70% (2020: 70%) of the total carrying value of goodwill. The remaining 'other' CGUs,

which comprise 14 (2020: 14) in total, are each less than 7% of total carrying value. The significant brand assets account for 85% (2020: 85%)

of the total carrying value of brands. The remaining 'other' brand assets are each less than 5% of total carrying value (2020: 5%).

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

92

14. LEASES
The Group leases various offices, warehouses, retail stores, equipment and vehicles. Rental contracts are typically made for fixed periods,

but may have extension options as described below.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and

non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has

elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not

impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as

security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value

of the following lease payments:

- fixed payments (including in-substance fixed payments), less any lease incentives receivable

- variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date

- amounts expected to be payable by the Group under residual value guarantees

- the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and

- payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally

the case for property leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would

have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with

similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

- where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in

financing conditions since third party financing was received

- uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have

recent third party financing, and

- makes adjustments specific to the lease, e.g. term, country, currency and security.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to

produce a constant periodic rate of interest on the remaining balance of the liability for each period.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease

payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change

in the assessment of an option to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability

- any lease payments made at or before the commencement date less any lease incentives received

- any initial direct costs, and

- restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group

is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line

basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT

equipment and small items of office furniture. Expenses in relation to short-term and low-value leases amounted to $53 million in the year to

30 June 2021 (2020: $33 million).

Extension options

Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period.

The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses

whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.


The Group has some lease contracts that include extension and termination options. These options provide flexibility in managing the leased

asset portfolio and align with the Group’s business needs. Management exercises significant judgement in determining whether these

extension and termination options are reasonably certain to be exercised.


Property leases represent 84% of the Group’s leased-asset portfolio. Even though the lease term (including extension and termination options

that are reasonably certain to be exercised) is determined on a lease-by-lease basis, the intended use and current market environment

generally impact the determination of the lease term at initial recognition of a lease and at each subsequent reporting date.


As at 30 June 2021, the five largest lease contracts have all related extension options included in the estimated lease term, resulting in future

lease payments being included in the measurement of the lease liability recorded in the consolidated balance sheet.

Fletcher Building Limited Annual Report 2021

93

Right-of-use assets
2021

Land

NZ$M

Buildings

NZ$M

Plant &

machinery

NZ$M

Total

NZ$M

Opening net book value 1 July 2020201,1722211,413

Additions and renewals16653219

Depreciation (1)(119)(62)(182)

Impairment(5)(5)

Terminations(6)(44)(6)(56)

Currency translation213

Closing balance 30 June 2021131,1722071,392

2020

Opening net book value 1 July 2019181,3112091,538

Additions and renewals27073145

Depreciation (2)(122)(61)(185)

Impairment(23)(23)

Terminations(65)(3)(68)

Held for sale(2)(4)(6)

Currency translation23712

Closing balance 30 June 2020201,1722211,413

Lease liabilities

2021

Total

NZ$M

2020

Total

NZ$M

Opening balance1,7211,803

Additions219146

Repayments(183)(171)

Terminations(61)(67)

Held for sale(7)

Currency translation117

Closing balance 1,6971,721

Current portion

178

172

Non-current portion

1,519

1,549

Carrying amount at the end of the year1,697 1,721

Lease expenses recognised in consolidated

income statement

2021

Total

NZ$M

2020

Total

NZ$M

Right-of-use asset depreciation182185

Right-of-use asset impairment523

Lease interest expense6469

251277

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

94

Funding and Financial Risk Management
This section includes details on the Group's funding and outlines the market, credit and liquidity risks that the Group is exposed to and how

these risks are managed, including the use of derivative financial instruments.

Capital risk management

The Group's objectives when managing capital are to provide returns to shareholders and benefits for other stakeholders and to

maintain an optimal capital structure that safeguards the Group's ability to continue as a going concern. In order to maintain or adjust the

capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares

or sell assets to reduce net debt.

The Group has various debt facilities and covenants. A key measure is a through-the-cycle net debt to EBITDA ratio (leverage). Net debt

represents the value of the Group's drawn borrowings adjusted for debt hedging activities and available cash funding. The target leverage ratio

range is 1.0 to 2.0 times. It is intended that the Group will not be materially outside the target leverage ratio ranges on a long-term basis.

The Group has not sought and does not hold a credit rating from an accredited rating agency.

15. BORROWINGS

The Group borrows in the form of private placements, bank loans, capital notes and other financial instruments. Funding costs associated with

the Group's borrowings are shown in note 16.

Borrowings are initially recognised at fair value net of attributable transaction costs, and are subsequently measured at amortised cost

using the effective interest rate method. Any borrowings that have been designated as hedged items (USD and any other foreign currency

borrowings) are carried at amortised cost plus a fair value adjustment under hedge accounting requirements. Borrowings denominated in

foreign currencies are retranslated to the functional currency at each reporting date.

Economic debt represents the face value of drawn borrowings adjusted for foreign currency movements hedged with derivative instruments.

The Group uses cross currency interest rate swaps, interest rate swaps and foreign forward exchange contracts to manage its exposure to

interest rates and borrowings sourced in currencies different from that of the borrowing entity's reporting currency. Details of debt hedging

activities and instruments used are included in note 17.

Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s net debt arising from financing activities, including both cash and non-cash changes.


2020

NZ$M

Cash flows

NZ$M

Currency

translation

NZ$M

Other non-cash

movements

(including hedge

accounting)

NZ$M

2021

NZ$M

Private placements 1,001 (458)(44)(23)476

Bank loans400 (396)(4)

Capital notes365 (3)(1)361

Other loans25 (4)(1)20

Carrying value of borrowings

(as per balance sheet)

1,791 (861)(49)(24)857

Less: value of derivatives used to manage changes

in hedged risks on debt instruments

(190)97 51 24 (18)

Economic debt1,601 (764)2 839

Less: cash and cash equivalents(1,104)433 5 (666)

Net debt 497 (331)7 173

Fletcher Building Limited Annual Report 2021

95

2019
NZ$M

Cash flows

NZ$M

Currency

translation

NZ$M

Reclassified

to lease

liabilities

NZ$M

Other non-cash

movements

(including hedge

accounting)

NZ$M

2020

NZ$M

Private placements886 (8)35 88 1,001

Bank loans 258 142 400

Capital notes 485 (120)365

Other loans 68 2 (2)(44)1 25

Carrying value of borrowings

(as per balance sheet)

1,697 16 33 (44)89 1,791

Less: value of derivatives used to

manage changes in hedged risks on

debt instruments

(107)(4)(22)(57)(190)

Economic debt1,590 12 11 (44)32 1,601

Less: cash and cash equivalents (1,372)267 1 (1,104)

Net debt218 279 12 (44)32 497

Carrying value of borrowings included within the balance sheet as follows:

2021

NZ$M

2020

NZ$M

Current borrowings 106 581

Non-current borrowings 751 1,210

Total borrowings 857 1,791

At reporting date, the Group had the following funding facilities:

Utilised facilities 839 1,601

Unutilised syndicate bank loan facilities 925 525

Total facilities 1,764 2,126

Private placements

Private placements comprise loans of USD246 million, CAD15 million, EUR41 million and GBP10 million with maturities between

2026 and 2028.

On 29 July 2020, the Group prepaid AUD99 million and USD200 million of notes on issue with original maturities of 2022 and 2024.

These were classified as current at 30 June 2020. The Group recognised a significant item of $2 million in the year (2020: $30 million) related to

the private placement make-whole component of the prepayment (including the impact of debt hedging activities) as governed by the private

placement borrowing agreement.

Capital notes

At 30 June 2021 the Group had issued $361 million of listed capital notes to retail investors (2020: $365 million) with maturities

between 2022 and 2026. The capital notes do not carry voting rights and do not participate in any change in value of the issued shares

of Fletcher Building Limited.

Listed capital notes

Listed capital notes are long-term fixed rate unsecured subordinated debt instruments that are traded on the NZDX. On election date,

holders may choose either to keep their capital notes on new terms or convert the principal amount and any accrued interest into shares of

Fletcher Building Limited, at approximately 98% of the current market price. If the principal amount of these notes held at 30 June 2021 were

to be converted to shares, 49 million (2020: 101 million) Fletcher Building Limited shares would be issued at the share price as at

30 June 2021, of $7.52 (2020: $3.70).

Instead of issuing shares to holders who choose to convert, Fletcher Building may, at its option, purchase or redeem the capital notes for cash

at the principal amount plus any accrued interest.

As at 30 June 2021, the Group held $140 million (2020: $135 million) of its own capital notes.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

96

Bank Loans
At 30 June 2021 the Group had a $925 million syndicated revolving credit facility on an unsecured, negative pledge and borrowing

covenant basis, with ANZ Bank New Zealand Limited, Bank of China (New Zealand) Limited, Bank of New Zealand, China Construction

Bank (New Zealand) Limited, Citibank, N.A., MUFG Bank,Ltd., The Hongkong and Shanghai Banking Corporation Limited and

Westpac New Zealand Limited.

The facility has two tranches, $525 million maturing in July 2022 (Tranche 1) and $400 million maturing in July 2024 (Tranche 2).

The funds under this facility can be borrowed in United States, Australian and New Zealand dollars. At 30 June 2021, the Group

was in compliance with the applicable covenants.

Other Loans

At 30 June 2021 the Group had unsecured loans of $20 million (2020: $25 million) some of which were subject to the negative pledge.

Other loans include bank overdrafts, short-term loans, working capital facilities and amortising loans.

Negative pledge

The Group borrows certain funds based on a negative pledge arrangement. The negative pledge includes a cross guarantee between a number

of wholly owned subsidiaries and ensures that external senior indebtedness ranks equally in all respects and includes the covenant that security

can be given only in very limited circumstances. At 30 June 2021 the Group had debt subject to the negative pledge of $471 million (2020:

$1,230 million).

Covenants

On 10 June 2020, the Group agreed amendments to its syndicate and private placement borrowing arrangements which enabled the Group

to rely on more favourable terms for covenant testing for the period June 2020 to December 2021 (inclusive). Under the agreement, the Group

tested covenants with a level of Total Interest Cover ratio of 1.5 times (normally 2.0 times) and a level of Senior Interest Cover ratio of 2.25

times (normally 3.0 times). In February 2021, the amendments were revised to allow the Group to pay an interim dividend to shareholders.

The amendments to the borrowing facilities between the Group and its lenders ceased in June 2021 and the Group returned to normal financial

covenant levels.

The Group was in compliance with all financial covenants as at the balance date.

The impact of debt hedging activities on borrowings is represented in the table below:

2021

Underlying borrowing

exposure

Economic debt

exposure

Currency of borrowings

Fixed rate

NZ$M

Floating rate

NZ$M

Impact of

hedging

NZ$M

Fixed rate

NZ$M

Floating rate

NZ$M% Fixed

New Zealand Dollar3612137 37512575%

Australian Dollar4321 21211365%

British Pound20(20)-

Canadian Dollar17(17)-

Euro71(71)-

United States Dollar368(368)-

Other1414-

Total83720(18)58725270%

2020

Underlying borrowing

exposure

Economic debt

exposure

Currency of borrowings

Fixed rate

NZ$M

Floating rate

NZ$M

Impact of

hedging

NZ$M

Fixed rate

NZ$M

Floating rate

NZ$M% Fixed

New Zealand Dollar365405246 41560141%

Australian Dollar1186447 31725456%

British Pound20(20)-

Canadian Dollar17(17)-

Euro73(73)-

United States Dollar773(773)-

Other14 14-

Total1,366425(190)73286946%

Fletcher Building Limited Annual Report 2021

97

Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial commitments as they fall due. The Group manages its

liquidity risk by maintaining a target level of undrawn committed credit facilities and a spread of the maturity dates of the Group's debt facilities

that it reviews on an ongoing basis.

The following maturity analysis table sets out the remaining contractual undiscounted cash flows, including estimated interest payments for

non-derivative financial liabilities and derivative financial instruments. Creditors and accruals are excluded from this analysis as they are not part

of the Group's assessment of liquidity risk because these are offset by debtors with similar payment terms.

2021

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans

Capital notes36010 056204

Private placements460460

Other loans20614

Borrowings - Principal cash flows84010670204460

Gross settled derivatives - to pay780321105354

Gross settled derivatives - to receive(782)(323)(107)(352)

Debt derivatives financial instruments -

Principal cash flows

(2)(2)(2)2

Total principal cash flows83810468204462

Contractual interest cash flows15735286925

Total lease cash flow2,192 233 217 529 1,213

Total contractual cash flows3,1873723138021,700

2020

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans 400 400

Capital notes 365 10 0 10 0 165

Private placements 1,001 470 531

Other loans 25 11 14

Borrowings - Principal cash flows 1,791 581 100 579 531

Gross settled derivatives - to pay 906 447 105 354

Gross settled derivatives - to receive (1,096) (566) (109) (421)

Debt derivatives financial instruments -

Principal cash flows

(190) (119) (4) (67)

Total principal cash flows 1,601 462 100 575 464

Contractual interest cash flows 175 49 37 60 29

Total lease cash flow 2,317 244 226 564 1,283

Total contractual cash flows 4,093 755 363 1,199 1,776

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

98

16. NET FUNDING COSTS
Interest expense and income are recognised on an accrual basis in the profit or loss using the effective interest method.

Funding costs also include the changes in fair value relating to derivatives used to manage interest rate risk, and the associated changes in

fair value of the borrowings designated in a hedge relationship attributable to the hedged risk.

2021

NZ$M

2020

NZ$M

Interest income

(4)

(9)

Interest on borrowings and derivatives

39

65

Interest expense other

3

5

Net interest expense38

61

Changes in fair value relating to:

Borrowings designated in a hedging relationship

(22)

50

Derivatives designated in a hedging relationship22 (50)

Total changes in fair value

Bank fees, registry and other expenses

1

10

Line fees

7

7

Other (gains)/losses

(2)

2

Net funding costs44

80

Included in interest on borrowings and derivatives is the net settlement of the Group's interest derivatives. This consists of $18 million

of interest income and $20 million of interest expense (2020: $39 million interest income; $35 million interest expense). Other (gains)/losses

includes credit valuation adjustment (CVA)/debit valuation adjustments (DVA) on derivatives.

Interest rate risk

At 30 June 2021, 70% of the Group's debt was subject to a fixed interest rate (2020: 46% fixed).

(i) Interest rate repricing

The following tables set out the interest rate repricing profile of interest bearing financial liabilities assuming floating rate facilities are utilised

to maintain debt levels.

2021

NZ$M

2022

NZ$M

2023

NZ$M

2024

NZ$M

2025

NZ$M

2026

NZ$M

Fixed financial liabilities 58737635513555

Floating financial liabilities252463484704784839

Economic debt839839839839839839

% Fixed70%45%42%16%7%0%

The Group's overall weighted average interest rate (based on year end borrowings) excluding fees is 4.04% (2020: 3.67%).

(ii) Interest rate risk

It is estimated a 100 basis point increase in interest rates would result in an increase in the Group's interest costs by approximately

$2.5 million pre-tax on the Group's debt portfolio exposed to floating rates at balance date (2020: $8.7 million) assuming that all other

variables remain constant.

Fletcher Building Limited Annual Report 2021

99

17. FINANCIAL RISK MANAGEMENT
Exposures to credit, liquidity, foreign currency, interest rate and commodity price risks arise in the normal course of the Group’s business. The

principles under which these risks are managed are set out in policy documents approved by the Board. The policy documents identify the

risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The policies are reviewed periodically

to reflect changes in financial markets and the Group’s businesses. Risk management is carried out in conjunction with the Group's central

treasury function, which ensures compliance with the risk management policies and procedures.

Derivative financial instruments, including foreign forward exchange contracts, interest rate swaps, foreign currency swaps, cross currency

interest rate swaps, options, forward rate agreements and commodity price swaps are utilised to reduce exposure to market risks. All the

Group’s derivative financial instruments are held to hedge risk on underlying assets, liabilities and forecast and committed trading and funding

transactions. The Group policy specifically prohibits the use of derivative financial instruments for trading or speculative purposes.

The table below summarises the key financial market risks to the Group and how these risks are managed:

Financial riskDescriptionManagement of risk

Foreign currency

trade transaction risk

(note 17.1(i))

Arises on the conversion of a Business

Unit’s foreign currency revenue and

expenditure to its functional currency,

such that a material loss or a gain may be

incurred. This covers imports, exports, capital

expenditure, and foreign currency bank

accounts balances that are not in a Business

Unit’s functional currency.

It is Group policy that no currency exchange risk may be entered

into or allowed to remain outstanding should it arise on committed

transactions. The Group uses foreign currency forward contracts and

foreign currency options to manage the risk on firm commitments

and recognised material trade related exposures. The majority of

these transactions have maturities of less than one year from the

reporting date.

Foreign currency

balance sheet

translation risk

(note 17.1(ii))

Arises due to the translation of the Group’s

foreign denominated assets and liabilities,

overseas operations and subsidiaries to the

company’s functional currency of NZD, such

that the Group’s reporting of financial ratios

would be materially affected.

It is the Group's policy to hedge this foreign currency translation

risk by borrowing in the currency of the asset in proportion to the

Group's long-term debt to debt plus equity ratio as approved by the

Board.

Where the underlying debt in any currency does not equate to the

required proportion of total debt, debt derivatives, such as foreign

exchange forwards, swaps and cross currency interest rate swaps

are entered into. These are designated as net investment hedges

where the borrowings or contracts are in a different currency from

that of the business in which they are recognised.

To manage the net exposure to foreign currency borrowings,

the Group enters into cross currency interest rate swaps (CCIRS).

CCIRS are used to manage the combined foreign exchange risk and

interest rate risk as they swap fixed rate foreign currency borrowings

and interest payments into equivalent New Zealand dollar-

denominated amounts of principal with floating interest rates.

Interest rate risk

(note 15 & note 17.2)

The risk that the value of borrowings or cash

flows associated with the borrowings will

change due to changes in market rates.

The Group manages the fixed interest rate component of its

borrowings by entering into CCIRS, interest rate swaps, forward

rate agreements and options. It aims to maintain fixed interest rate

borrowings between certain ranges over specific time periods.

Commodity price riskArises from committed or highly probable

trade and capital expenditure transactions

that are linked to traded commodities.

The Group manages its commodity price risks through negotiated

supply contracts and, for certain commodities, by using commodity

price swaps and options. The Group manages its commodity

price risk depending on the underlying exposures, economic

conditions and access to active derivatives markets. Cash flow

hedge accounting is applied to commodity derivative contracts. In

the current year, the Group used commodity price swaps to hedge

electricity prices and diesel prices. The average hedged electricity

price for 2021 was NZ$/MWh 99 (2020: NZ$/MWh 118). The average

hedged diesel price for 2021 was NZ$/litre 0.45 (2020: NZ$/litre

0.73).

A 10% increase in the New Zealand electricity spot price or the New

Zealand diesel spot price at balance sheet date would not have a

material impact on the Group's earnings or equity position.

Disclosure about the credit risk associated with financial instruments and fair value measurement of financial instruments is included in notes

17.3 and 17.4.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

100

Derivative financial instruments and hedge accounting
Derivatives are recorded at fair value with the resulting gain or loss on remeasurement recognised in the income statement unless the

derivative is designated into an effective hedge relationship as a hedging instrument, in which case the timing of recognition in the income

statement depends on the nature of the designated hedge relationship. For a derivative instrument to be classified and accounted for as a

hedge, it must be highly correlated with, and effective as a hedge of the underlying risk being managed. This relationship is documented from

inception of the hedge. The fair values of derivative financial instruments are determined by applying quoted market prices, where available,

or by using inputs that are observable for the asset or liability.

The Group may designate derivatives as:

– Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised assets and liabilities);

– Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to recognised liabilities or forecast

transactions); or

– Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in the translated value

of its foreign operations).

The Group holds derivative instruments until expiry except where the underlying rationale from a risk management point of view changes,

such as when the underlying asset or liability that the instrument hedges no longer exists, in which case early termination occurs.

Fair value hedges

Where a derivative financial instrument is designated as a hedge of a recognised asset or liability, or of a firm commitment, any gain or loss on

the derivative (hedging instrument) is recognised directly in the income statement, together with any changes in the fair value of the hedged

risk (hedged item).

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of assets or liabilities, or of a highly probable

forecasted transaction, the effective part of any gain or loss is recognised directly in the cash flow hedge reserve within equity and the

ineffective part is recognised immediately in the income statement. The effective portion is reclassified to the income statement when the

underlying cash flows affect the income statement.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The cumulative gain or loss previously

recognised in the cash flow hedge reserve remains there until the forecast transaction occurs, or is immediately recognised in the income

statement if the transaction is no longer expected to occur.

Net investment hedges

Where the derivative financial instruments are designated as a hedge of a net investment in a foreign operation, the derivative financial

instruments are accounted for on the same basis as cash flow hedges through the foreign currency translation reserve (FCTR) within equity.

Cost of hedging

The forward elements of foreign exchange forwards and swaps are excluded from designation as the hedging instrument and the foreign

currency basis spreads of CCIRS are separately accounted for and recognised in other comprehensive income as a cost of hedging.

Derivatives that do not qualify for hedge accounting

Where a derivative financial instrument does not qualify for hedge accounting, or where hedge accounting has not been elected, any gain or

loss is recognised directly in the income statement.

17.1 Foreign currency risk

(i) Currency transaction risk

Cash flow hedge accounting is applied to forecast transactions and short-term intra-group cash funding. The Group designates the spot

element of foreign exchange forwards and swaps to hedge its currency risk and applies a hedge ratio of 1:1. The Group's policy is for the

critical terms of the foreign exchange forwards and swaps to align with the hedged item. The main currencies hedged are the Australian

dollar, the United States dollar and the Euro. The gross value of these foreign exchange derivatives at 30 June 2021 was $656 million

(2020: $570 million).

Fletcher Building Limited Annual Report 2021

101

(ii) Currency translation risk
The effect of the Group’s hedge accounting policy in managing foreign exchange risk related to the Group’s net investments in foreign

operations is presented in the table below:

Hedging investments and hedging instruments used (NZ$M)

2021 AUD

Maturity:

0-4 months

2020 AUD

Maturity:

0-4 months

Amount of investment hedged

Foreign currency borrowings321 235

Notional amount

Foreign currency swaps(321)(235)

Hedge effectiveness

Change in value used for calculating hedge ineffectiveness(2)2

Net investment hedge gain/(loss) recognised in other comprehensive Income2(2)

It is estimated a 10% weakening of the New Zealand dollar against the major foreign currencies the Group is exposed to on the net assets of its

foreign operations would result in an increase to equity of approximately $149 million (2020: $138 million) and no material impact on earnings.

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge ratio applied is 1:1.

The hedge relationship may be designated into separate cash flow hedges and fair value hedges to manage the different components of foreign

currency and interest rate risk:

- fair value hedge relationship where CCIRS are used to manage the interest rate and foreign exchange risks

- currency risk in relation to foreign currency denominated borrowings with fixed interest rates

- cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest rate movements on floating

interest rate payments and foreign exchange movements on payments of principal and interest.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

currency, reference interest rates, tenors, repricing dates and maturities and the notional amounts. The Group assesses whether the

derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair value of the hedged

item using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

-

changes in counterparty credit risk and cross currency basis spreads which are not reflected in the change in the fair value of the hedged item; and

- differences in repricing dates between the cross currency interest rate swaps and the borrowings.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

102

The effect of the Group’s hedge accounting policies in managing both its foreign exchange risk and interest rate risk related to borrowings
denominated in foreign currency is presented in the table below.

2021

USD

61-85 months

Floating

NZD/USD

0.7055

NZ$M

CAD

13 months

Floating

NZD/CAD

0.8795

NZ$M

EUR

13 months

Floating

NZD/EUR

0.5994

NZ$M

GBP

13 months

Floating

NZD/GBP

0.5419

NZ$M

Total

NZ$M

Cash flow hedging and fair value hedging

Cross currency interest rate swaps

Nominal amount of the hedging instrument 352 17 71 20 460

Carrying amount 6 1 2 9

Accumulated cost of hedging (4) (4)

Change in value used for calculating hedge ineffectiveness 23 23

Hedging loss recognised in other comprehensive income 1 1

Fair value hedge (income statement) (gain)/loss 22 22

2020

USD

73-97 months

Floating

NZD/USD

0.7055

NZ$M

CAD

25 months

Floating

NZD/CAD

0.8795

NZ$M

EUR

25 months

Floating

NZD/EUR

0.5994

NZ$M

GBP

25 months

Floating

NZD/GBP

0.5419

NZ$M

USD

18-42 months

Floating

AUD/USD

1.0082

NZ$M

Total

NZ$M

Cash flow hedging and fair value hedging

Cross currency interest rate swaps

Nominal amount of the hedging instrument 383 17 73 20 312 805

Carrying amount 63 3 1 121 188

Accumulated cost of hedging (8) (1) (1) (10)

Change in value used for calculating

hedge ineffectiveness

43 (1) 10 52

Hedging (gain) recognised in other

comprehensive income

(4) (4)

Hedging (gain) reclassified to income statement (7)* (7)

Fair value hedge (income statement) (gain)/loss (39) (11) (50)

*As a consequence of the prepayment notices issued to private placement noteholders on 29 June 2020, a portion of the related cross currency interest swap designated in a cash flow hedge

relationship was ineffective and subsequently reclassified to the income statement and recognised net of the private placement make-whole in significant items.

17.2 Interest rate risk

The Group applies hedge accounting to the borrowings and the associated interest rate swaps, for movements in benchmark market

interest rates. Hedge accounting is applied on these instruments for floating-to-fixed instruments as cash flow hedges or for fixed-to-floating

instruments as fair value hedges. The Group applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference

interest rates, tenors, repricing dates and maturities and the notional amounts.

The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair

value of the hedged item using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

- the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swaps which is not reflected in the change

in the fair value of the hedged item; and

- differences in repricing dates between the interest rate swaps and the borrowings.

Fletcher Building Limited Annual Report 2021

103

2021
NZD Borrowings

9-21 Months

3.08%

NZ$M

AUD Borrowings

6-30 Months

1.87%

NZ$MTotal NZ$M

Cash flow hedging

Interest rate swaps

Nominal amount of the hedging instrument14212226

Carrying amount - derivative (liabilities)(1)(7)(8)

Change in value used for calculating hedge ineffectiveness134

Hedging (gain)/loss recognised in other comprehensive income(1)(3)(4)

2020

21 Months

3.1 0 %

NZ$M

18-42 Months

1.87%

NZ$MTotal NZ$M

Cash flow hedging

Interest rate swaps

Nominal amount of the hedging instrument502 11261

Carrying amount - derivative (liabilities)(2)(10)(12)

Change in value used for calculating hedge ineffectiveness(4)(4)

Hedging loss recognised in other comprehensive income44

There was no hedge ineffectiveness recognised in profit or loss during the year.

17.3 Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance by that counterparty and

arises principally from receivables from customers, derivative financial instruments and the investment of cash.

(i) Impairment of financial assets

The Group has a credit policy in place under which customers are individually analysed for credit worthiness and assigned a purchase limit.

If no external ratings are available, the Group reviews the customer's financial statements, trade references, bankers' references and/or credit

agencies' reports to assess credit worthiness. These limits are reviewed on a regular basis. Owing to the Group’s industry spread at

balance date, there were no significant concentrations of credit risks in respect of trade receivables. Refer to note 8 for debtor balances

and ageing analysis.

The Group has two types of financial assets that are subject to the expected credit loss model:

- Debtors (including trade debtors, contract debtors and contract retentions) (note 8)

- Construction contract assets (note 3)

While cash and cash equivalents are also subject to the impairment requirements of NZ IFRS 9: Financial Instruments, the identified

impairment loss was immaterial.

Most goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. Credit risks

may be further mitigated by registering an interest in the goods sold and the proceeds arising from that supply. The Group does not otherwise

require collateral in respect of trade receivables.

Debtors and construction contract assets

The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all

trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics

and the days past due. The construction contract assets relate to unbilled work in progress and have substantially the same risk characteristics

as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables

are a reasonable approximation of the loss rates for the contract assets.

The expected loss rates are based on the payment profiles of historical sales the corresponding historical credit losses experienced within

this period. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the

ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the countries in which it sells

its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in

these factors.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

104

In response to COVID-19 the Group undertook a review of its customer credit portfolio and its exposure to Expected Credit Losses (ECL).
The review considered the macroeconomic outlook, client and customer credit quality, the type of collateral held, exposure at default and the

effect of payment deferral options as at the reporting date. As at 30 June 2020 this resulted in an additional Group ECL provision of $6m which

was recognised within significant items. During the year to 30 June 2021 only $0.6m of this was utilised. Key estimates and judgements used

in measurement of the Group's ECL provision as at 30 June 2021 resulting in a full reversal of remaining provision of $5.4m to significant

items. Key factors considered as at 30 June 2021 included strong trading conditions, improved economic and market outlook, and absence

of increased delinquency rates. The gain on reversal of provision was recognised as a significant item as at 30 June 2021.

The table below provides movement in the Group's ECL provision:

2021

NZ$M

2020

NZ$M

Opening provision for expected credit losses as at 1 July 2020(25)

(15)

Increase in provision for doubtful debts recognised in profit or loss(15)

Receivables written off during the year as uncollectible

1

5

Unused amount reversed

6

Closing provision for expected credit losses as at 30 June 2021(18)

(25)


Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no

reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.

Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit. Subsequent

recoveries of amounts previously written off are credited against the same line item.

(ii) Derivative financial instruments and the investment of cash

The Group enters into derivative financial instruments and invests cash with various counterparties in accordance with established

Board approved credit limits as to credit rating and dollar value but does not require collateral or other security except in limited circumstances.

In accordance with the established counterparty limits, there are no significant concentrations of credit risk in respect of these financial

instruments and no loss is expected.

The Group has not renegotiated the terms of any financial assets that would otherwise be overdue or impaired. The carrying amount

of non-derivative financial assets represents the maximum credit exposure. The carrying amount of derivative financial assets is at their

current fair value.

17.4 Fair Values

The estimated fair value measurements for financial assets and liabilities compared to their carrying values in the balance sheet, are as follows:

Classification

2021

Carrying

value

NZ$M

2021

Fair value

NZ$M

2020

Carrying

value

NZ$M

2020

Fair value

NZ$M

Financial assets

Cash and liquid depositsAmortised cost

666 666

1,104 1,104

DebtorsAmortised cost

1,072 1,072

991 991

Forward exchange contracts - fair value through profit or lossFair value

3 3

1 1

Forward exchange contracts - cash flow hedgeFair value

4 4

2 2

Forward exchange contracts - net investment hedgeFair value

2 2

Cross currency interest rate swaps - split designationFair value

9 9

188 188

Commodity price swaps - cash flow hedgeFair value

1 1

1 1

Total financial assets 1,757 1,757 2,287 2,287

Fletcher Building Limited Annual Report 2021

105

Classification
2021

Carrying

value

NZ$M

2021

Fair value

NZ$M

2020

Carrying

value

NZ$M

2020

Fair value

NZ$M

Financial liabilities

Creditors and accrualsAmortised cost 1,050 1,050 931 931

Bank loansAmortised cost 400 400

Private placementsAmortised cost 476 499 1,001 1,007

Other loansAmortised cost 20 20 25 25

Capital notesAmortised cost 361 374 365 372

Forward exchange contracts - fair value through profit or lossFair value 1 1 2 2

Forward exchange contracts - cash flow hedgeFair value 14 14 4 4

Forward exchange contracts - net investment hedgeFair value 2 2

Interest rate swaps - cash flow hedgeFair value8 8 12 12

Commodity price swaps - cash flow hedgeFair value 1 1

Total financial liabilities1,931 1,967 2,742 2,755

Total financial instruments(174)(210)(455)(468)

Fair value measurement

All of the Group's derivatives are in designated hedge relationships and are measured and recognised at fair value.

All derivatives are level 2 valuations based on accepted valuation methodologies. Forward exchange fair value is calculated using quoted

forward exchange rates and discounted using yield curves derived from quoted interest rates matching maturity of the contract. The fair value

of commodity price swaps is measured using a derived forward curve and discounted using yield curves derived from quoted interest rates

matching the maturity of the contract.

Interest rate derivatives are calculated by discounting the future principal and interest cash flows at current market interest rates that are

available for similar financial instruments.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other than

quoted prices included within level 1.

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value disclosures

The fair values of borrowings used for disclosure are measured under level 2, by discounting future principal and interest cash flows

at the current market interest rate plus an estimated credit margin that is available for similar financial instruments with a similar credit

profile to the Group.

The interest rates across all currencies used to discount future principal and interest cash flows are between (0.6%) and 2.5%

(2020: (0.5%) and 4.0%) including margins, for both accounting and disclosure purposes.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

106

Group Structure and Related Parties
This section details the Group's capital, non-controlling interest of subsidiaries, investments in associates and joint ventures and information

relating to transactions with other Group entities.

18. DIVIDENDS AND SHAREHOLDER TAX CREDITS

Dividends

2021

NZ$M

2020

NZ$M

Final paid dividend October 2020 128

Interim dividend paid March 2021

99


99 128

In line with the Company's dividend policy, the Board determined that it would declare a final dividend of 18.0 cents per share for the

2021 financial year.

Shareholder tax credits

Imputation and franking credits allow the Company to transfer the benefit from the tax it has paid in New Zealand and Australia respectively

to its shareholders when it pays dividends.

2021

NZ$M

2020

NZ$M

Imputation credit account

Imputation credits at the beginning of the year

4

3

Taxation paid

1

1

5

4

2021

A$M

2020

A$M

Franking credit account

Franking credits at the beginning of the year

32

32

Taxation paid/(refunded)


(1)

Franking credits received

3

1

35

32

19. CAPITAL

Ordinary shares are classified as shareholders’ funds. Costs directly attributable to the issue of new shares or options are shown in

shareholders’ funds as a reduction from the proceeds. Acquired shares are classified as treasury stock and presented as a deduction from

share capital under the treasury stock method, as if the shares are cancelled, until they are reissued or otherwise disposed of.

2021

NZ$M

2020

NZ$M

Reported capital at the beginning of the year including treasury stock

3,300

3,447

Repurchase of shares

(25)

(147)

Vested share-based payment

3

Reported capital at the end of the year including treasury stock

3,278

3,300

Treasury stock

(30)

(20)

3,248

3,280

All ordinary shares are issued and fully paid and carry equal rights in respect of voting, dividend payments and distribution upon winding up.

Fletcher Building Limited Annual Report 2021

107

20212020
Number of ordinary shares issued and fully paid

Number of shares on issue at the beginning of the year

824,256,416

853,347,141

Repurchase of shares

(3,104,397)

(29,090,725)

Total number of shares on issue

821,152,019

824,256,416

Less shares accounted for as treasury stock

(4,573,148)

(3,031,034)

816,578,871

821,225,382

The Group recommenced an on-market share buyback in June 2021 after it suspended the programme in March 2020 in response to COVID-19

and its impact on the Group's operating cash flow. For the year ended 30 June 2021, the Group had repurchased 3,104,397 (2020: 29,090,725)

shares for the total consideration of $24 million (2020: $147 million). These purchased shares were subsequently cancelled, leaving the total

number of shares on issue at 30 June 2021 of 821,152,019 shares. In line with NZ IFRS, $0.1 million of transaction costs relating to the buyback

were offset against share capital.

20. NON-CONTROLLING INTERESTS

Non-controlling interests are allocated their share of profit for the year in the income statement and are presented separately within equity in

the balance sheet. The effect of all transactions with non-controlling interests that change the Group’s ownership interest but do not result in

a change in control are recorded in equity.

2021

NZ$M

2020

NZ$M

Share capital

9

21

Reserves

7

14

16

35

21. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

Investments in associates are measured using the equity method. The equity method has been used for associate entities over which the Group

has significant influence but not control.

A joint arrangement is an arrangement where two or more parties have joint control. The Group classifies its joint arrangements as either joint

operations or joint ventures depending on the legal, contractual and other rights and obligations.

2021

NZ$M

2020

NZ$M

Investment by associate/joint venture:

Wespine Industries Pty Ltd

57

53

Hexion Australia Pty Ltd

22

21

Altus NZ Limited

71

64

Other

23

20

173

158

Equity accounted earnings comprise:

Sales - 100%

425

359

Earnings before taxation - 100%

53

18

Earnings before taxation - Fletcher Building share

26

9

Taxation expense

(7)

(2)

Earnings after taxation - Fletcher Building share19

7

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

108

22. RELATED PARTY DISCLOSURES
The disclosures below sets out transactions and outstanding balances that Group companies and other related parties have with each other.

Transactions with related parties are conducted on normal business terms.

Key management personnel are defined as the Executive Committee and Board of Directors.


Sales to

related parties

NZ$M

Purchases from

related parties

NZ$M

Amounts owing

from related

parties (within

debtors)

NZ$M

Amounts owing

to related parties

(within creditors)

NZ$M

2021

Wespine Industries Pty Ltd and Hexion Australia Pty Ltd63 3

Interpipe Holdings Limited5 1

Altus NZ Limited12

2020

Wespine Industries Pty Ltd and Hexion Australia Pty Ltd383

Interpipe Holdings Limited4

Altus NZ Limited11

2021

NZ$M

2020

NZ$M

Key management personnel compensation

Directors' fees

2

2

Executive committee remuneration paid, payable or provided for:

Short-term employee benefits

20

10

Long-term employee benefits

1

Termination benefits1

Fletcher Building Retirement Plan

As at 30 June 2021, Fletcher Building Nominees Limited (the New Zealand retirement plan) held $4.5 million of shares in Fletcher Building

(2020: $1.8 million of shares).

Fletcher Building Retirement Plan holds an investment in a property leased by Winstone Wallboards, a subsidiary of Fletcher Building Limited.

The Group, through its subsidiary Fletcher Residential Limited, during the year exercised its right to purchase the property at an arm's length

sales price of $36 million with settlement expected in 2022.

Fletcher Building Limited Annual Report 2021

109

Other information
This section provides additional required disclosures that are not covered in the previous sections.

23. CAPITAL EXPENDITURE COMMITMENTS

Capital expenditure commitments are those where future expenditure has been committed at year-end, but not recognised as liabilities is as follows:

2021

NZ$M

2020

NZ$M

Committed at year end:

Property, plant and equipment and other long term assets

344

4 11

Equity accounted investments

12

12

24. CONTINGENT LIABILITIES

Claims

There are a number of legal claims and exposures that arise from the normal course of the Group's business in respect of which no provision

has been made. Where it is more likely than not that such a litigation will result in an outflow of resources that is already reasonably

estimated, a claims provision is recorded in the amount of the present value of the expected cash outflows. Such provisions cover the

estimated payments to the claimants, legal costs and the cost of potential settlements.

It is frequently impossible to reliably determine the existence of a present obligation or reasonably estimate the probability that a potential

outflow of resources will result from a pending or future litigation. Also the amount of liability, if any, that may arise, cannot be measured

reliably at this time.

Guarantees

In certain circumstances, the Group guarantees the performance of particular Business Units in respect of their obligations. This includes

bonding and bank guarantee facilities used primarily by the construction business as well as performance guarantees for certain of the

Group’s subsidiaries.

Silicosis

As at 30 June 2021, Laminex Australia (together with other engineered stone manufacturers and fabricators) was the subject of a number of

silica related personal injury claims based in Queensland. The Group has accrued for this known exposure in Queensland.


No silica related injury claims have been lodged in any other states. The Group has concluded it is too early to make a reliable estimate of any

future potential claims and the extent of liability (if any) Laminex Australia may have in states outside Queensland. Accordingly, the Group

has not recognised any provisions in respect of possible future silicosis claims as at 30 June 2021.

Holiday Pay

The Group assesses on an ongoing basis its compliance with the Holidays Act in respect of annual and public holiday payments. Pending the

interpretation by the Court of Appeal of legislation defining "discretionary payments" under the Holidays Act, potential implications may arise

requiring the Group to remediate past holiday pay payments in respect of staff who have participated in certain incentive schemes.

NZICC

On 22 October 2019 there was a significant fire at the NZICC project construction site causing damage to both the International Convention

Centre and Hobson Street Hotel. Contract Works and Third Party Liability insurances are in place on the project, and the Fletcher Construction

Company Limited is an insured party under these policies. Certain costs resulting from the fire may fall outside the scope of the Contract

Works and Third Party Liability policies, with the possibility that recovery may be sought from the Group. As outlined in note 2.5, such costs

that are known or considered probable as at balance date have been included in the assessment of the onerous contract provision. It is

possible that as the project progresses additional costs will be identified that will need to be included in the onerous contract provision

or as a separate provision. Due to the uncertainty regarding whether additional costs will be identified and incurred post balance date, no

additional amounts have been recognised or disclosed as at 30 June 2021.


2021

NZ$M


2020

NZ$M

Contingent liabilities with respect to guarantees extended on trading

transactions, performance bonds and other transactions

353394

Contingent liabilities with respect to claims

353394

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

110

25. TAXATION
The provision for current tax is the estimated amount due for payment during the next 12 months by the Group.

The provision for deferred tax has been calculated using the balance sheet liability method.

Deferred tax is recognised on tax losses, tax credits and on the temporary difference between the carrying amount of assets and liabilities

and their taxable value where recovery is considered probable. Deferred tax is not recognised on the following temporary differences:

- The initial recognition of goodwill.

- The initial recognition of asset and liabilities for a transaction that is not a business combination and, at the time of the transaction,

affects neither the accounting profit nor taxable profit or loss.

There are no significant deferred tax liabilities in respect of the undistributed profits of subsidiaries and associates.

Judgements are required about the application of income tax legislation. These judgements and assumptions are subject to risk and

uncertainty as there is a possibility of future changes in the interpretation and/or application of tax legislation. This may impact the amount

of current and deferred tax assets and liabilities recognised in the balance sheet and the amount of other tax losses and temporary

differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised tax assets and liabilities may

require adjustment, resulting in a corresponding credit or charge to the income statement.

Below is the reconciliation of earnings before taxation to taxation expense:

2021

NZ$M

2020

NZ$M

Earnings/(loss) before taxation

433

(265)

Taxation at 28 cents per dollar

121

(74)

Adjusted for:

Difference in tax rates


(4)

Non-assessable income

(9)

(3)

Non-deductible expenses

5

4

Tax losses for which no deferred tax asset was recognised

17

2

Utilisation of previous unrecognised tax losses

(17)

(3)

Tax in respect of prior years

(1)

(3)

116

(81)

Tax expense/(benefit) on earnings

116

(81)

116

(81)

Tax on earnings before significant items

137

(4)

Tax benefit on significant items

(21)

(77)

116

(81)

Total current taxation expense/(benefit)

130

(78)

Total deferred taxation benefit

(14)

(3)

116

(81)

Fletcher Building Limited Annual Report 2021

111

2021
NZ$M

2020

NZ$M

Current tax assets/(liabilities)

Included within the balance sheet as follows:

Current tax assets9 66

Current tax liabilities(5)

9 61

Movement during the year:

Opening provision for current tax assets61 61

Taxation (expense)/benefit(130)78

Transfer from/(to) deferred taxation72 (85)

Non-controlling interest share of taxation expense3 3

Tax recognised directly in reserves 1 3

Net tax payments2 1

9 61

2021

NZ$M

2020

NZ$M

Provision for deferred tax assets

Included within the balance sheet as follows:

Deferred tax assets224 285

224 285

Movement during the year:

Opening provision for deferred tax assets285 119

Taxation expense14 3

Transfer (from)/to current tax(72)85

Held for sale(5)

Tax recognised directly in reserves 2 78

224 285

Composed of:

Provisions and other liabilities145 162

Inventories16 17

Debtors5 8

Property, plant and equipment(37)(26)

Brands(83)(83)

Tax losses92 128

Pensions(3)

Leases85 84

Other1 (2)

224 285

The Group has recognised certain tax losses available in Australia (and in New Zealand in FY20) on the basis that the respective companies

will have future assessable income. This assessment has been made based on forecast earnings set out in the companies' strategic plans. The

Group reviews future loss utilisations at each reporting period.

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

112

26. RETIREMENT PLANS
Fletcher Building Limited is the principal sponsoring company of a plan that provides retirement and other benefits to employees of the Group

in New Zealand. Participation in this plan has been closed for a number of years, although defined contribution savings plans have been made

available. Various defined benefit and defined contribution plans exist in Australia following the acquisition of the Crane, Amatek, Tasman Building

Products, and Laminex businesses which Group Business Units contribute to on behalf of their employees. Where the plans have a deficit in their

funded status, the companies are making additional contributions, as recommended by the Trustees of the plans, to improve the funded status.

The Group’s plan assets and liabilities in respect of individual defined benefit retirement plans are calculated separately for each plan by an

independent actuary, as being the fair value of the plan’s assets less the present value of the future obligations to the members. The value of

the asset recognised cannot exceed the present value of any future refunds from the plans or reductions in future contributions to the plans,

unless a constructive right to a refund of the surplus exists, in which case the amount to be refunded is recognised as an asset. In the Group’s

balance sheet, plans that are in a surplus position are not offset with plans that are in a liability position. The refund of the New Zealand surplus

is subject to Financial Markets Authority (FMA) approval under FMCA 2013 Section 177.

Obligations for contributions to defined contribution plans are recognised in earnings as incurred. The actuarial cost of providing benefits

under defined benefit plans is expensed as it accrues over the service life of the employees, after taking account of the income expected to

be earned by the assets owned by the plans. All retirement plan related actuarial gains or losses are recognised in other comprehensive

income in the pension reserve in the year in which they arise.

Principal assumptions made in the actuarial calculation of the defined benefit obligation relate to the discount rate, rate of salary inflation

and life expectancy. The calculation of the defined benefit obligations are based on years of service and the employees' compensation

during their years of employment. Contributions are intended to provide not only for benefits attributed to service to date but also for those

expected to be earned in the future. These obligations are accounted for in accordance with NZ IAS 19 Employee Benefits, which has the

effect of recognising the volatility in the returns earned by the plans in the pension reserve.

The following table provides the weighted average assumptions used to develop the net periodic pension cost and the actuarial present value of

projected benefit obligations for the Group's plans:

2021

%

2020

%

Assumed discount rate on benefit obligations

1.89

1.02

Annual rate of increase in future compensation levels

2.12

2.18

Expected returns on plan assets have been determined by the independent actuaries as the weighted average of the expected

return after tax and investment fees for each asset class by the target allocation of assets to each class.

During the year the Group contributed less than $1 million (2020: less than $1 million) in respect of its Australian defined benefit

plans. It contributed $54 million (2020: $58 million) in respect of its defined contribution plans worldwide, including KiwiSaver

and Australia Superannuation.

Fletcher Building Limited has an obligation to ensure that the funding ratio of the New Zealand plan's assets is at least 115% of the plan's

actuarial liability. This is based upon any two consecutive annual actuarial valuations as calculated by the plan's actuary. This calculation is

done on the plan's funding basis, which is completed in accordance with NZ IAS 26 Retirement Benefit Plans. At 31 March 2021, the value

of the plan assets was 167% of the actuarial liability and the funded surplus was $117 million (31 March 2020: 142%, $73 million). In applying

sensitivity analysis, a 1% lower discount rate assumption increases the defined benefit obligation by $20 million, whilst adding one additional

year of life expectancy of scheme members increases the obligation by $9 million.

The Group expects to contribute less than $1 million to its New Zealand and Australian defined benefit plans during the year to 30 June 2022.

The Group is currently not contributing to the New Zealand plan.

2021

NZ$M

2020

NZ$M

Net periodic pension cost

Service cost

2

3

Net interest cost (1)

Net periodic pension cost - recognised in earnings before interest and taxation2

2

Recognised net asset

Assets of plans

401

369

Projected benefit obligation

(293)

(327)

Funded surplus

108

42

Asset ceiling effect

Recognised net asset108

42

Fletcher Building Limited Annual Report 2021

113

2021
NZ$M

2020

NZ$M

Recognised net asset by jurisdiction:

New Zealand plan

97

31

Australian plans

11

11

Retirement plan assets - recognised within non-current assets108

42

Recognised net asset108

42

Movement in recognised net asset

Recognised net asset at the beginning of the year

42

61

Currency translation

(1)

Actuarial movements for the year

69

(17)

Net periodic pension cost

(2)

(2)

Recognised net asset108

42

Assets of the plans

Assets of plans at the beginning of the year

369

400

Actual return on assets

65

8

Total contributions

1

1

Benefit payments

(34)

(40)

401

369

Assets of the plans consist of:

Australasian equities

35

45

International equities

132

110

Property

33

30

Bonds

113

104

Cash and short-term deposits

27

29

Other assets

61

51

401

369

Projected benefit obligation

Projected benefit obligation as at the beginning of the year

(327)

(339)

Service cost

(2)

(3)

Interest cost

(3)

(6)

Member contributions

(1)

(1)

Actuarial (loss)/gain arising on changes in financial assumptions

21

(21)

Actuarial gain arising on other assumptions - experience adjustments

(13)

3

Benefit payments

33

40

Currency translation

(1)

(293)

(327)

Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

114

27. SHARE-BASED PAYMENTS
The Group has a long-term share-based performance incentive scheme targeted at selected employees (invited to participate at the discretion

of the Company) most able to influence the results of the Group.

The long-term share scheme allows scheme participants to acquire shares in the Company at market price, funded by an interest-free loan from

the Group. The scheme participants are entitled to vote on the shares and to receive cash dividends, the proceeds of which are used to reduce

the loan. The shares are held in trust for the scheme participants by the Trustee, Fletcher Building Share Schemes Limited.

Entitlement under the scheme is dependent upon the Group's total shareholder return (TSR) exceeding the 51

st

percentile of the TSR of the

comparator Group over a three year restricted period. The three year restrictive period is automatically extended for an additional year if the

minimum vesting threshold is not met. Scheme participants can elect to extend the restrictive period for an additional year if the Group's TSR

means that the vesting level is between the 51

st

and 75

th

percentile of the comparator Group.

At the end of the restrictive period or any extension, the Group will pay a bonus to the executives to the extent that performance hurdles have

been met, the after-tax amount of which will be generally sufficient for the scheme participants to repay the balance of the loan in respect of

the shares which are to be transferred. Owing to the integrated nature of the scheme, for accounting purposes the Group accounts for the

incentive scheme as being equity-settled. If the performance hurdles are not met or are only partially met, the trustee will acquire the beneficial

interest in some or all of the relevant shares. The loan provided in respect of those shares which do not transfer to the scheme participants (the

forfeited shares) will be novated to the trustee and will be fully repaid by the transfer of the forfeited shares.

The Group will recognise an expense in earnings, with a corresponding increase in the share-based payments reserve, over the

restrictive period. If the performance hurdles based on TSR are not met and the shares do not transfer to the scheme participants,

the amount in the share-based payments reserve will remain in equity and will not be released to earnings.

The Group accounts for the share schemes under the treasury stock method. The receivable owing from the scheme participants,

representing the shares held in the Company, is deducted from the Group’s paid up capital. The shares are deducted from equity until the end

of the restrictive period, at which point they transfer to scheme participants or beneficial ownership of the shares transfers to the trustee.

The following are details with regard to the scheme:

2020

Award

2019

Award

2018

Award

2017

Award

Grant date1 July 20201 July 20191 July 20181 July 2017

Number of shares granted1,998,635 1,386,100 1,041,605 890,075

(1)

Market price per share at grant date$3.66$5.21$6.99$7.85

Total value at grant date (NZ$)$7,315,004$7,221,581$7,280,819$6,985,959

Vesting date30 June 202330 June 202230 June 202130 June 2020

Number of shares:

Number of shares originally granted1,998,635 1,386,100 1,041,605 890,075

Less forfeited over life of scheme(71,291)(112,523)(205,979)(353,474)

Number of shares held at 30 June 20211,927,3441,273,577835,626536,601

(1)

This is an average share price which includes 182,561 shares granted at $7.34 to Ross Taylor as Chief Executive Officer and the remainder issued to other participants at $7.98.

2021

NZ$M

2020

NZ$M

Total fair value expense in year for executive performance share scheme

6

5

Amount recognised at year end for related bonus payable

15

10

Fair value has been determined using Monte Carlo valuation methodology.

Employee retention share scheme

Special retention arrangements in the form of one-off share-based arrangements have also been put in place for selected employees.

The scheme is an equity settled scheme and the value recognised is based on the fair value of the shares at grant date.

The Group accounts for fair value of award shares over the service period.

Fletcher Building Limited Annual Report 2021

115

Employee share purchase scheme - FBuShare
The employee share purchase scheme, FBuShare, allows eligible Group employees to regularly save up to NZ$5,000 per annum of their

after-tax pay and purchase shares in the Company (purchased shares) at market prices. At the end of rolling three year qualification periods,

and provided they remain employed by a Group company, employees will be awarded one free award share for every two purchased shares

acquired in the first year of each three year qualification period and still held at the end of those periods.

Dividends payable will be re-invested in additional shares. Employees will receive award shares on any additional shares, subject to the same

conditions set out above. The employees are responsible for any income tax liability payable on dividends and on the value of any award shares.

At the end of each three year qualification period, employees may continue to hold any purchased, additional and award shares or they may sell

some or all of the shares.

The Group accounts for fair value of award shares over the three year qualification periods.

28. SUBSEQUENT EVENTS

Dividend

On 18 August, the Directors declared a final dividend of 18.0 cents per share, payable on Friday 17 September.

COVID-19

COVID-19 restrictions have been introduced by New Zealand and Australian governments since 30 June 2021. The Group will continue to

monitor and respond to the changing nature of the pandemic.

Rocla disposal

On 29 July 2021, the Group entered an agreement to dispose 100% of the issued shares in Rocla Pty Limited, a wholly owned subsidiary under

the Australia segment, for consideration of A$55 million. The impact of this transaction on carrying value of Rocla Pty Limited’s net assets has

been recognised at 30 June 2021 (as disclosed in note 2.4).

Other than the items above, there is no other matter or circumstance that has arisen since the end of the financial year that has significantly

affected, or may significantly affect, the Group’s operations or the Group’s consolidated financial statements.


Notes to the Financial Statements 2021 (Continued)

Fletcher Building Limited Annual Report 2021

116

Independent Auditor's Report
Independent Auditor's Report to the Shareholders of Fletcher Building Limited

OPINION

We have audited the financial statements of Fletcher Building Limited (“the Company”) and its subsidiaries (together “the Group”)

on pages 69 to 116, which comprise the consolidated balance sheet of the Group as at 30 June 2021, and the consolidated income

statement, consolidated statement of comprehensive income, consolidated statement of movements in equity and consolidated

statement of cash flows for the year then ended of the Group, and the notes to the consolidated financial statements including a

summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 69 to 116 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 and International Financial Reporting

Standards.

This report is made solely to the Company's shareholders, as a body. Our audit has been undertaken so that we might state to the

Company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's

shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Ernst & Young provides agreed upon procedure services to the Group. Partners and employees of our firm may deal with the Group

on normal terms within the ordinary course of trading activities of the business of the Group. We have no other relationship with, or

interest in, the Group.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of

the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to

respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying

consolidated financial statements.

Fletcher Building Limited Annual Report 2021

117

Independent Auditor's Report (Continued)
Construction revenue and associated provision for onerous contracts

Why significantHow our audit addressed the key audit matter

A substantial amount of the Group’s revenue relates

to revenue from construction contracts. Where

these contracts have a long-term duration, revenue

and margin are recognised based on the stage of

completion of individual contracts. This is calculated

based on the proportion of total costs incurred at the

reporting date compared to the Group’s estimation

of total costs of the contract and the total expected

revenue from the relevant contract. Where a

contract is expected to be loss-making, a provision is

immediately recorded for estimated future losses on

the entire contract.

There is a high level of estimation involved in

accounting for the Group’s construction contracts, in

particular relating to:

–Initial forecasting of total cost to complete,

including the estimation of cost contingencies for

contracting risks, and revisions to these forecast

costs as a result of events or conditions that

occur during the performance of the contract or

are expected to occur to complete the contract;

and

–the recognition of variable consideration based on

an assessment by the Group as to whether it is

probable that the amount will be approved by the

customer and therefore recovered.

Disclosures regarding the Group’s construction

contracts are included in notes 2.5, 3 and 11 of the

financial statements.

In obtaining sufficient appropriate audit evidence, we:

–evaluated the Group’s processes regarding accounting for contract

revenues and costs. We tested controls including:

›the preparation, review and authorisation of monthly project reports,

which involves management assessing key aspects of contract

performance; and

›the project reviews undertaken by the Group’s Project Management

Office and management governance committee;

–used a risk rating process to select a sample of contracts for testing

based on a number of quantitative and qualitative factors. These

qualitative factors included contracts with significant deterioration of

margin and/or completion dates, significant variations and claims and

other factors which might indicate a greater level of judgement was

required by the Group. For the contracts selected, where relevant, we:

›read the contract terms and conditions to evaluate whether the

individual characteristics of each contract were reflected in the

Group’s estimation of total costs of the contract;

›for certain selected contracts, undertook site visits (to either

contract sites and/or commercial offices) to understand the nature

of risks in completion of the contracts;

›tested a sample of costs incurred to date to supporting

documentation;

›sample tested the estimated costs to complete by agreeing

key forecast cost assumptions to underlying evidence such as

subcontractor quotes, tender information, historical invoicing,

employment records or agreements with subcontractors;

›evaluated the Group’s ability to forecast total cost to complete by

analysing the accuracy of previous forecasts to actual outcomes and

current forecasts;

›evaluated the Group’s legal and external experts’ reports received

on contentious matters to identify conditions that may relate to the

recognition of variable consideration or liquidated or other damages;

›assessed variable consideration, where material, to supporting

documentation and by reference to underlying contracts; and

›evaluated contract performance in the period since year end to the

date of this report to assess the Group’s year end judgements in

respect of revenue recognition and forecast costs to complete.

Specifically in relation to the New Zealand International Convention

Centre project (“NZICC”) we also:

›assessed the recognition of insurance recoveries by reference to

payment certificates from the insurer; and

›evaluated the forecast costs to complete the remediation works to

ensure the forecast costs were within the indemnity limits and the

level of cover available under the contract works policy.

–considered the adequacy of the associated disclosures in the

financial statements.

Fletcher Building Limited Annual Report 2021

118

Goodwill and other intangible assets’ impairment assessments
Why significantHow our audit addressed the key audit matter

The Group holds goodwill and other intangible assets of $1.1

billion at 30 June 2021.

The recoverable amount of the Group’s Cash Generating

Units (“CGUs”) is determined each reporting period by

reference to valuations prepared using discounted cash flow

models (DCF models).

DCF models contain significant judgement and estimation

in respect of future cash flow forecasts, discount rate

and terminal growth rate assumptions. Changes in

certain assumptions can lead to significant changes in the

assessment of the recoverable amount.

Disclosures regarding the Group’s key assumptions adopted

and the sensitivity to reasonably possible changes in key

assumptions which could result in impairment for certain

CGUs are included in note 2.2 of the financial statements.

In obtaining sufficient appropriate audit evidence, we:

–understood the Group’s goodwill impairment assessment

process and identified relevant controls;

–assessed the Group’s determination of CGUs based on our

understanding of the nature of the Group’s business units;

–obtained the Group’s DCF models and, for those CGUs with a

higher risk of impairment, agreed forecasts to a combination of

the Board approved FY22 budget and as applicable the FY23 -

FY26 strategic plan or other management papers;

–assessed key inputs to the DCF models including future cash

flow forecasts, discount rates, terminal growth rates as well as

the Group’s consideration of any impacts of COVID19 on these

estimates;

–considered the accuracy of previous Group cash flow

forecasting to inform our evaluation of forecasts included in the

DCF models of those higher risk CGUs;

–for those CGUs with a higher risk of impairment, involved our

valuation specialists to assess the Group’s discount rates.

Valuation specialists were also involved in assessing the DCF

models for the appropriateness of the valuation methodology

employed;

–performed sensitivity analysis in relation to the discount rate

and forecast cash flows to consider the potential impact of

changes in these assumptions; and

–considered the adequacy of the associated disclosures in the

financial statements particularly focusing on the disclosure of

the CGUs where the impairment assessment is sensitive to

reasonably possible changes in assumptions.

Fletcher Building Limited Annual Report 2021

119

Independent Auditor's Report (Continued)
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The Directors of the Company are responsible for the Annual Report, which includes information other than the consolidated financial

statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge

obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial statements

in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting

Standards, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing on behalf of the entity the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting

Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.

This description forms part of our auditor’s report.

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

Chartered Accountants

Auckland

18 August 2021

Fletcher Building Limited Annual Report 2021

120

Statutory Disclosures
DISCLOSURE OF INTERESTS BY DIRECTORS

The following are particulars of general disclosures of interest by directors holding office as at 30 June 2021, pursuant to section 140(2) of the

Companies Act 1993. The director will be regarded as interested in all transactions between Fletcher Building and the disclosed entity. Changes

to entries disclosed during the year to 30 June 2021 are noted in brackets, for the purposes of section 211(1)(e) of the Companies Act 1993.

Bruce Hassall

Fletcher Building Industries LimitedChair

Prolife Foods LimitedChair

The Farmers' Trading Company LimitedChair

Bank of New ZealandDirector

Fonterra Co-operative Group LimitedDirector

Martin Brydon

Duratec Limited (appointed September 2020)Chair

Brydon Investment Holdings Pty LimitedDirector

Fletcher Building Industries LimitedDirector

Rytysh Pty LtdDirector

Barbara Chapman

APEC CEO Summit 2021Chair

Genesis Energy LimitedChair

NZME LimitedChair

The New Zealand Initiative Deputy Chair

Fletcher Building Industries LimitedDirector

Two Tin Pigs LimitedDirector

Reserve Bank Independent Expert Advisory PanelMember

Peter Crowley

Barrambin Trading Company Pty LimitedDirector

Fletcher Building Industries LimitedDirector

Interlaken Estates Pty LimitedDirector

The Riverside Coal Transport Company Pty LimitedDirector

Wesley Medical Research LimitedDirector

Rob McDonald

Contact Energy LimitedChair

The University of Auckland Business School Advisory BoardChair

AIA New Zealand LimitedDirector

Chartered Accountants Australia and New ZealandDirector

Fletcher Building Industries LimitedDirector

RSMcDonald Services LimitedDirector

McDonald Family TrustTrustee

The University of Auckland Council (appointed June 2021)Member

Doug McKay

Bank of New ZealandChair

Eden Park Trust BoardChair

Fletcher Building Industries LimitedDirector

Genesis Energy LimitedDirector

IAG New Zealand LimitedDirector

National Australia Bank LimitedDirector

Wymac Consulting LimitedDirector

Cathy Quinn

Fertility Associates Holdings LimitedChair

MinterEllisonRuddWattsConsultant

The University of Auckland Council (appointed June 2021)Pro-Chancellor

Fletcher Building Industries LimitedDirector

Fonterra Co-operative Group Limited (appointed November 2020)Director

Pin Twenty Limited (corporate trustee of Kintyre Trust replacing St Jude’s Trust,

appointed November 2020)

Director / Shareholder

Rangatira LimitedDirector

Tourism Holdings LimitedDirector

Fletcher Building Limited Annual Report 2021

121

There were no specific disclosures made during the year of any interests in transaction entered by Fletcher Building or any of its subsidiaries.
INFORMATION USED BY DIRECTORS

There were no notices from directors of the Company requesting to disclose or use Company information received in their capacity as directors.

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, Fletcher Building has continued to indemnify

and insure its directors, executives and employees acting on behalf of the Company, against potential liability or costs incurred in any

proceeding, except to the extent prohibited by law. The insurance does not cover liabilities arising from criminal actions.

DIRECTORS HOLDING OF SECURITIES

The Board charter requires non-executive directors (or their associates) to hold at least 20,000 shares in the Company to demonstrate their

commitment and alignment with the Company. This shareholding can be acquired at any time prior to the Annual Shareholders’ Meeting at

which they are first subject to re-election. Non-executive directors do not participate in any Company share or option plan.

DISCLOSURE OF DIRECTORS’ INTERESTS IN SECURITIES

Securities of the Company in which each director has a relevant interest at 30 June 2021.

DirectorOwnershipOrdinary SharesCapital Notes

Bruce Hassall (Chair)Beneficial22,242

Martin BrydonBeneficial20,000

Barbara ChapmanBeneficial20,000

Peter CrowleyBeneficial20,000

Rob McDonaldBeneficial50,000

Doug McKayBeneficial20,000

Cathy QuinnBeneficial30,000

Non-Beneficial

(1)

121,19728,122,500

(1)

Cathy Quinn also held a non-beneficial interest in securities as a director/shareholder of Pin Twenty Limited (corporate trustee of Kintyre Trust).

DISCLOSURE OF DIRECTORS’ INTERESTS IN SHARE TRANSACTIONS

There were no director disclosures, pursuant to section 148(2) of the Companies Act 1993, of acquisitions of relevant interests in Fletcher

Building shares during the year ended 30 June 2021.

STOCK EXCHANGE LISTINGS

Fletcher Building’s ordinary shares are listed and quoted on the Main Board of NZX Limited and the Australian Securities Exchange (ASX) under

the company code ‘FBU’. Fletcher Building’s listing on the ASX is as a Foreign Exempt Listing. Fletcher Building must comply with the NZX

Listing Rules but is exempt from almost all of the ASX Listing Rules. For the purposes of ASX Listing Rule 1.15.3, Fletcher Building confirms that

it continues to comply with the NZX Listing Rules.

In addition, Fletcher Building Limited maintains a sponsored Level 1 American Depositary Receipt (ADR) programme with Deutsche Bank Trust

Company Americas (Deutsche Bank). The ADRs trade over the counter in the United States of America (US) under the ticker code ‘FCREY’, with

each ADR representing two ordinary Fletcher Building shares. US investors may prefer to purchase ADRs rather than ordinary shares in Fletcher

Building’s home market because ADRs trade, clear and settle according to US market conventions.

EXERCISE OF NZX DISCIPLINARY POWERS

Neither NZX or ASX has taken any disciplinary action against Fletcher Building during the financial year ended 30 June 2021 and there was no

exercise of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to Fletcher

Building during the reporting period.

NZX WAIVERS

There were no waivers granted by NZX or relied on by Fletcher Building Limited in the 12 months preceding 30 June 2021.

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2021

122

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 JUNE 2021
The total number of voting securities of Fletcher Building at 30 June 2021 was 821,152,019 fully paid ordinary shares, each conferring on the

registered holder the right to one vote on a poll at a meeting of shareholders.

Size of holding

Number of

shareholders% of shareholders

Number of ordinary

shares% of ordinary shares

1 - 1,00015,40046.53 6,488,7380.79

1,001 - 5,00012,61738.12 30,448,8083.71

5,001 - 10,0002,8338.56 20,260,3452.47

10,001 - 100,0002,1126.38 48,360,6795.89

100,001 Over1370.41 715,593,44987.14

Total33,099

100.00

821,152,019

100.00

SUBSTANTIAL PRODUCT HOLDERS

According to notices given under the Financial Markets Conduct Act 2013, the following persons were a substantial product holder of the

Company as at 30 June 2021. The total number of voting securities of Fletcher Building Limited at 30 June 2021 was 821,152,019 fully paid

ordinary shares.

Substantial product holder

Number of ordinary shares in

which relevant interest is heldDate of notice

Schroder Investment Management Australia Limited (and its

related bodies corporate)

51,334,88216 April 2021

The Vanguard Group, Inc.47,403,70618 December 2018


20 LARGEST SHAREHOLDERS AS AT 30 JUNE 2021

Holder Name

Number of ordinary

shares% of issued capital

HSBC Custody Nominees (Australia) Limited99,258,88012.09

JP Morgan Nominees Australia Limited73,060,0698.90

HSBC Nominees (New Zealand) Limited - NZCSD70,439,0668.58

Citicorp Nominees Pty Limited57,492,5957. 0 0

Citibank Nominees (New Zealand) Limited - NZCSD51,718,6416.30

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD43,355,0405.28

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct - NZCSD37,643,3854.58

National Nominees Limited30,790,3993.75

Accident Compensation Corporation - NZCSD25,865,2503.15

BNP Paribas Nominees (NZ) Limited - NZCSD18,536,2712.26

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD18,078,2302.20

BNP Paribas Nominees (NZ) Limited - NZCSD13,951,7691.70

National Nominees Limited - NZCSD13,574,6251.65

BNP Paribas Nominees Pty Ltd13,389,6841.63

BNP Paribas Noms Pty Ltd12,537,8251.53

ANZ Wholesale Australasian Share Fund - NZCSD10,172,6761.24

New Zealand Depository Nominee Limited9,626,7571. 17

JBWere (NZ) Nominees Limited8,199,9541. 0 0

Tea Custodians Limited Client Property Trust Account - NZCSD7,065,3240.86

HSBC Custody Nominees (Australia) Limited6,989,6460.85

Total621,746,086 75.72

Fletcher Building Limited Annual Report 2021

123

New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading
of securities to members. It does not have a beneficial interest in these securities. As at 30 June 2021, total holding in NZCSD were

337,697,692 or 41.12% of shares on issue.

AUDITOR FEES

EY has continued to act as auditors of the Group. Please refer to note 6 of the financial statements for audit fees paid to EY in the financial year

to 30 June 2021.

CREDIT RATING

The Group has not sought and does not hold a credit rating from an accredited rating agency.

DONATIONS

Please refer to note 6 of the financial statements for donations made in FY21. All political donations must be approved by the Board.

SUBSIDIARY COMPANY INFORMATION

The persons listed below respectively held office as directors of Fletcher Building Limited and its subsidiary companies as at 30 June 2021,

or in the case of those persons with the letter (R) after their name ceased to hold office during the year. Except where shown below, Fletcher

Building’s indirect ownership interest as at 30 June 2021 was 100%.

No employee of Fletcher Building appointed as a director of Fletcher Building Limited or its subsidiaries receives or retains any remuneration

or other benefits, as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant

bandings for remuneration disclosed under Employee Remuneration on page 65. Except where shown below, no other director of any subsidiary

company within the Group receives director’s fees or other benefits as a director.

CompanyDirectors

Amatek Holdings Pty LimitedM Brodie, B McKenzie

Amatek Industries Pty LimitedM Brodie, B McKenzie

Amatek Investments Pty LimitedM Brodie, B McKenzie

Approach Signs LimitedB McKenzie, P Reidy

Austral Bronze Crane Copper Pty LimitedM Brodie, B McKenzie

Australian Construction Products Pty LimitedB McKenzie, N Sumich

Bandelle Pty LimitedM Brodie, N Sekul

Baron Insulation Pty LtdP Lavelle, B McKenzie

Boden Building Supplies Limited (70%)P Boden (R), B McEwen

Brian Perry Civil LimitedB McKenzie, P Reidy

Building Choices Limited (75%)G Close (R), B McEwen

Building Prefabrication Solutions LimitedB McEwen, B McKenzie

Burnham 2020 LimitedI Jones (R), B McKenzie, N Traber

Cleaver Building Supplies Limited (75%)M Cleaver, B McEwen

Clever Core New Zealand LimitedS Evans, B McKenzie

Crane Enfield Metals Pty LimitedM Brodie, B McKenzie

Crane Group Pty LimitedM Brodie, B McKenzie

Crane Share Plan Pty LtdM Brodie, B McKenzie

Crevet Pipelines Pty LtdB McKenzie, N Sumich

Crevet Pty LtdM Brodie, B McKenzie

CTCI Pty LimitedJ Burgess, B McKenzie

Davis & Casey Building Supplies LimitedB McEwen

Delcon Holdings (No. 11) LimitedD Fradgley, B McKenzie

ee-Fit Pty LimitedP Lavelle, B McKenzie

Efa Technologies Pty LimitedM Brodie, B McKenzie

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2021

124

Fairbairn Building Supplies LimitedB McEwen
FBHS (Aust) Pty LimitedT Broxham, B McKenzie

FBII (Puhoi) LimitedB McKenzie, P Reidy

FBSOL Pty LimitedT Broxham, B McKenzie

Fletcher Building (Australia) Pty LimitedM Brodie, A Clarke, B McKenzie, N Sekul

Fletcher Building (Fiji) Pte LimitedH Clarke, A Kumar, B Leach (R), P Reidy, C White

Fletcher Building Educational Fund LimitedC Carroll, J McDonald, P Muir

Fletcher Building Holdings LimitedA Clarke, B McKenzie

Fletcher Building Holdings New Zealand LimitedA Clarke, B McKenzie

Fletcher Building Industries LimitedM Brydon, B Chapman, P Crowley, B Hassall, R McDonald,

D McKay, C Quinn

Fletcher Building Infrastructure Investments LimitedB McKenzie, P Reidy

Fletcher Building LimitedM Brydon, B Chapman, P Crowley, B Hassall, R McDonald,

D McKay, C Quinn

Fletcher Building Nominees LimitedM Binns, J Chapman, G Clarke, M Farrell, J McDonald (R),

H McKenzie, C Munkowits, G Niccol, T Williams

Fletcher Building Products Australia Pty LimitedM Brodie, B McKenzie

Fletcher Building Products LimitedH McBeath, B McKenzie

Fletcher Building Share Schemes LimitedJ Chapman, J McDonald (R), G Niccol

Fletcher Building Welfare Fund Nominees LimitedR Linton (R), D Lucas, S Schulz, D Sixton

Fletcher Challenge Building Bolivia S.A.M Binns, K Cowie, H Ritchie

Fletcher Challenge Building UK LimitedS Evans, B McKenzie

Fletcher Challenge Forest Industries LimitedS Evans, B McKenzie

Fletcher Challenge Industries S.A.M Binns, K Cowie, H Ritchie

Fletcher Concrete (Fiji) Pte LimitedA Kumar, B Leach (R), P Reidy, C White

Fletcher Concrete and Infrastructure LimitedI Jones (R), H McBeath, B McKenzie, N Traber

Fletcher Construction (Solomon Islands) LimitedB Leach (R), P Reidy, C White

Fletcher Construction Buildings LimitedB McKenzie, P Reidy

Fletcher Construction Company (Fiji) Pte LimitedB Leach (R), J Matthews, P Reidy

Fletcher Construction Infrastructure LimitedB McKenzie, P Reidy

Fletcher Development LimitedS Evans, B McKenzie

Fletcher Distribution LimitedB McEwen, B McKenzie

Fletcher Insulation Pty LimitedP Lavelle, B McKenzie

Fletcher Morobe Construction LimitedB Leach (R), P Reidy, R Simpson

Fletcher Property LimitedA Clarke, B McKenzie

Fletcher Residential LimitedS Evans, B McKenzie

Fletcher Retirement LimitedS Evans, B McKenzie

Fletcher Steel LimitedH McBeath, B McKenzie

Forman Building Systems LimitedB McEwen, B McKenzie

Gatic Pty LimitedB McKenzie, N Sumich

Geoff Brown Building Supplies LimitedB McEwen

Geraldton Independent Building Supplies Pty LimitedJ Burgess, B McKenzie

Higgins Contractors LimitedB McKenzie, P Reidy

Higgins Group Holdings Limited B McKenzie, P Reidy

Homai MFR General Partner Limited (51%)S Evans, P Majurey

Iplex Pipelines Australia Pty LimitedB McKenzie, N Sumich

Iplex Pipelines NZ LimitedH McBeath, B McKenzie

CompanyDirectors

Fletcher Building Limited Annual Report 2021

125

Iplex Properties Pty. LimitedB McKenzie, N Sumich
Jeffcoats Building Supplies Ltd (68%)R Jeffcoat, B McEwen

Key Plastics Pty. Ltd.B McKenzie, N Sumich

Kimura Building Supplies (2016) LimitedB McEwen

Kingston Bridge Engineering Pty LtdB McKenzie, N Sumich

Kinsey Kydd Building Supplies Limited (75%)S Kinsey, B McEwen

Koning Building Supplies LimitedB McEwen

Koyana Rocla Pipes LimitedM Kotnis, G Sharma, C Shiralkar

Kusabs Building Supplies Limited (75%)G Kusabs, B McEwen

Laminates Holdings Pty LimitedJ Burgess, B McKenzie

Laminex Group Pty LimitedJ Burgess, B McKenzie

Laminex Overseas Holdings Pty LimitedM Brodie, N Sekul

Laminex US Holdings Pty LimitedM Brodie, N Sekul

Leary Building Supplies Limited (75%)B Leary, B McEwen

Macready Building Supplies Limited (75%)J Macready, B McEwen

Matt Orr Building Supplies Limited (75%)B McEwen, M Orr

McGill Building Supplies Limited (75%)B McEwen, J McGill

McInnes Building Supplies Limited (75%)B McEwen, G McInnes

Mico New Zealand LimitedB McEwen, B McKenzie

Milnes Holdings Pty LimitedM Brodie, B McKenzie

Moire Road General Partner Limited (51%)A Crocker, S Evans, S Rapson

Morinda Australia Pty LimitedT Broxham, B McKenzie

New Zealand Ceiling & Drywall Supplies Limited (90%)D Thomas

Northern Iron and Brass Foundry Pty. Ltd.B McKenzie, N Sumich

Oliveri Solutions Pty LimitedB McKenzie, S Naish

Paul Robinson Building Supplies Limited (75%)B McEwen, P Robinson

Pavement Technology LimitedB McKenzie, P Reidy

Penny Engineering LimitedB McKenzie, P Reidy

Penrose Retirement Nominees LimitedM Binns, J Chapman, G Clarke, M Farrell, J McDonald (R),

H McKenzie, C Munkowits, G Niccol, T Williams

PlaceMakers Christchurch Limited (75%)G Close, B McEwen

PlaceMakers LimitedB McEwen, B McKenzie

PlaceMakers Supply, Fix & Install Limited (75%)G Close, B McEwen

Polymer Fusion Education Pty LtdB McKenzie, N Sumich

Raylight Aluminium Limited (87.5%)G Close, B McEwen

Reece Building Supplies Limited (75%)B McEwen, J Reece

Rocla Australia Pty LimitedM Brodie, B McKenzie

Rocla Concrete Pipes Pty LimitedM Brodie, B McKenzie

Rocla Industries Pty LimitedM Brodie, N Sekul

Rocla Pty LimitedB McKenzie, N Sumich

Rocla Vic Pty LimitedM Brodie, N Sekul

S Cubed Pty LimitedT Broxham, B McKenzie

Selwyn Quarries LimitedI Jones (R), B McKenzie, N Traber

Shed Boss NZ LimitedD Fradgley, B McKenzie

CompanyDirectors

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2021

126

Southbound Building Supplies LimitedB McEwen, A Rance (R)
Stanley Building Supplies Limited (75%)B McEwen, B Stanley-Joblin

Steven Marshall Building Supplies LimitedB McEwen

Stickland Building Supplies LimitedB McEwen

Stramit Corporation Pty LimitedT Broxham, B McKenzie

Sullivan & Armstrong Building Supplies LimitedB McEwen

Tasman Australia Pty LimitedM Brodie, N Sekul

Tasman Building Products Pty LimitedM Brodie, N Sekul

Tasman Insulation New Zealand LimitedH McBeath, B McKenzie

Tasman Sinkware North America, Inc.M Brodie

TBP Group Pty LimitedM Brodie, N Sekul

Terrace Insurances (PCC) LimitedC Bell, K Carten (R), M Eades, B McKenzie, T Williams

The Fletcher Construction Company (Fanshawe Street) LimitedB McKenzie, P Reidy

The Fletcher Construction Company Limited - NZB McKenzie, P Reidy

The Fletcher Construction Company Limited (Samoa Branch)B McKenzie, P Reidy

The Fletcher Organisation (Vanuatu) LimitedB Leach (R), Diract Ltd, Lotim Ltd, P Reidy

The Fletcher Trust and Investment Company LimitedB McKenzie, P Reidy

Tradelink Pty LtdB McKenzie, S Naish

Winstone Wallboards LimitedH McBeath, B McKenzie, D Thomas

Young Building Supplies LimitedB McEwen

As at 30 June 2021, Fletcher Building held an indirect ownership interest in the following associates and joint ventures.

CompanyOwnership

Altera Apartments General Partner Limited50%

Altus NZ Limited50%

Bellus Apartments General Partner Limited50%

Byfords Readi-Mix Limited50%

Cromwell Certified Concrete Limited50%

Greenraft Limited33.33%

Hexion Australia Pty Limited50%

Illico Apartments General Partner Limited50%

Interpipe Holdings Limited50%

JFC Pumps Limited50%

Kaipara Water Transport Limited25%

NX2 Hold GP Limited13.40%

Oamaru Shingle Supplies Limited33.33%

P2W Services Limited50%

Rangitikei Aggregates Limited50%

Rodney Aggregates Supplies Limited50%

Saltus Apartments General Partner Limited50%

South Pacific Cement Pte Limited50%

Verto Apartments General Partner Limited50%

Wespine Industries Pty Limited50%

CompanyDirectors

Fletcher Building Limited Annual Report 2021

127

Corporate Directory
BOARD OF DIRECTORS

Bruce Hassall (Chair)

Martin Brydon

Barbara Chapman

Peter Crowley

Rob McDonald

Doug McKay

Cathy Quinn

EXECUTIVE TEAM

Ross Taylor

Chief Executive Officer

Bevan McKenzie

Chief Financial Officer

Andrew Clarke

Group General Counsel and

Company Secretary

Daniel Beecham

Chief Information Officer

Claire Carroll

Chief People and Communications Officer

Wendi Croft

Chief Health and Safety Officer

Steve Evans

Chief Executive Residential and Development

Dean Fradgley

Chief Executive Australia

Hamish McBeath

Chief Executive Building Products

Bruce McEwen

Chief Executive Distribution

Peter Reidy

Chief Executive Construction

Nick Traber

Chief Executive Concrete

REGISTERED OFFICE

New Zealand

Fletcher Building Limited

810 Great South Road, Penrose

Auckland 1061, New Zealand

Private Bag 92114

Auckland 1142, New Zealand

Phone: +64 9 525 9000

Email: fbcomms@fbu.com

Web: www.fletcherbuilding.com

Australia

1051 Nudgee Road, Banyo,

QLD 4014, Australia

Locked Bag 71, Virginia BC,

QLD 4014, Australia

Phone: +61 7 3260 9777

AUDITOR

EY

PO Box 2146

Auckland 1140, New Zealand

SOLICITOR

Bell Gully

PO Box 4199

Auckland 1140, New Zealand

INVESTOR RELATIONS ENQUIRIES

Aleida White

Head of Investor Relations

Email: investor.relations@fbu.com

Phone: +64 21 155 8837

COMPANY NUMBERS

NZ Incorporation 1104175

NZBN 9429037065836

ARBN 096 046 936

REGISTRY

Computershare Investor Services Limited

(Computershare) looks after our share

register and is your first point of contact

for any queries regarding your investment

in Fletcher Building. You can view your

investment portfolio, elect to enrol in our

Dividend Reinvestment Plan, indicate your

preference for electronic communications,

supply your email address, change your

details or update your payment instructions

relating to Fletcher Building at any time by

visiting the Computershare Investor Centre at

www.investorcentre.com/nz.

New Zealand

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142, New Zealand

Level 2, 159 Hurstmere Road, Takapuna,

Auckland 0622, New Zealand

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

Web: www.computershare.com/nz

Australia

Computershare Investor Services Pty Limited

GPO Box 3329

Melbourne, VIC 3001, Australia

Yarra Falls, 452 Johnston Street Abbotsford,

VIC 3067, Australia

Phone: 1800 501 366 (within Australia)

Phone: +61 3 9415 4083 (outside Australia)

Receiving your communications

electronically

We encourage shareholders to

receive investor communications

electronically as it keeps costs down,

delivery of our communications to you

is faster and it is better for the environment.

All you need to do is log in to

www.investorcentre.com/nz and update

your ‘Communication Preference’ to enable

us to send all your investor correspondence

electronically where possible.

Fletcher Building Limited Annual Report 2021

128

Construction on-site at Fletcher Living’s
Waiata Shores community, South Auckland.

Fletcher Building Limited Annual Report 2021

129

This Annual Report uses stock sourced from sustainably managed forests.

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.