Chorus Limited/Announcement
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Chorus 2021 full year results & annual report

Full Year Results22 August 2021CNUCommunication Services

Chorus Limited
Level 10, 1 Willis Street

P O Box 632

Wellington

New Zealand

Email: company.secretary@chorus.co.nz

STOCK EXCHANGE ANNOUNCEMENT

23 August 2021

Chorus 2021 full year results, annual report & sustainability report

The following are attached in relation to Chorus’ FY21 full year results:

1.Media Release

2.Investor Presentation

3.Annual Report (including audited financial statements)

4.NZX Financial Results Announcement

5.NZX Distribution Notice

6.Sustainability Report

7.Letter to investors

Chief Executive Officer JB Rousselot, and Chief Financial Officer David Collins, will

discuss the FY21 full year results by webcast at 10.00am New Zealand time today. The

webcast will be available at www.chorus.co.nz/webcast.

Authorised by:

David Collins

Chief Financial Officer

ENDS

For further information:

Brett Jackson

Investor Relations Manager

Phone: +64 4 896 4039

Mobile: +64 (27) 488 7808

Email: brett.jackson@chorus.co.nz

Steve Pettigrew

Head of External Communications

Mobile: +64 (27) 258 6257

Email: steve.pettigrew@chorus.co.nz

---

23 August 2021
Strong operational performance delivers 120,000 new fibre connections

Chorus today released its audited annual results confirming earnings before interest, tax,

depreciation and amortisation (EBITDA) of $649m for the year ended 30 June 2021.

Summary

• UFB uptake 65 per cent; Chorus rollout is 95 per cent complete

• 871,000 active fibre connections (FY20: 751,000)

• Average monthly data usage for fibre customers 500GB (FY20: 436GB)

• EBITDA for the year $649m (FY20: $648m)

• Net profit after tax was $47m (FY20: $52m)

• Operating revenue for the period was $947m (FY20: $959m)

• Operating expenses were $298m (FY20: $311m)

• Capital expenditure $672m (FY20: $663m)

• Depreciation and amortisation for the period was $425m (FY20: $402m)

• Earnings before interest and tax of $224m (FY20: $246m)

• Fully imputed final dividend of 14.5 cents per share, total for FY21 of 25 cps

Chorus' focus in FY21 was to help customers capitalise on the gigabit head start the fibre network

has given New Zealand. Over the year, fibre uptake grew from 60 to 65 per cent, with 120,000 new

fibre connections across 100 or so broadband retailers. Demand for reliable, high-capacity

broadband was evident, with gigabit connections growing from 16 to 19 per cent of Chorus' fibre

connections.

The ongoing surge in demand for internet data reflects broadband's role as an essential utility. The

monthly average household data usage, over copper and fibre and including both downloads and

uploads, grew from 350GB to 432GB across the year. Fibre customers consumed even more,

averaging 500GB in June, up from 436GB the year before. The latest lockdown has seen

unprecedented levels of throughput and data over the network.

Despite COVID-19 disruptions during FY21, customer satisfaction increased from 8.1 to 8.2 for

installations and 7.3 to 7.5 for service to homes with an existing or 'intact' fibre socket.

Softer market conditions due to the ongoing effects of COVID-19 on broadband demand, together

with competition from other fibre and wireless networks, resulted in a $12 million drop in revenue

compared with FY20. However, continued tight management of costs and the absence of one-off

COVID-19 costs incurred in FY20 helped Chorus achieve its goal of a modest increase in EBITDA.

Speaking about the results, Chorus CEO JB Rousselot said: "Despite the softer market in the wake of

COVID-19, we continued our active wholesaler strategy and were pleased to grow total fibre

connections to 871,000. We are well on the way to our target of one million connections next year.

“Today, there are about 140,000 homes and businesses that could switch on a fibre service in a

matter of hours if they chose to, and another 280,000 with fibre at their gate.



"Our UFB2 rollout continues to track ahead of schedule. Fibre passed another 69,000 premises

during the year. From Whitianga, with more than 3,000 premises, to Fox Glacier, with just 100 or so;

smaller and smaller communities are now getting connected to fibre."

Competition from alternative technologies

New Zealand has superb digital infrastructure that offers options to consumers about how they

choose to access broadband.

“We’re delighted to see that the vast majority of customers choose to pick fibre when they migrate

off the copper network”, said Mr Rousselot.

"We're comfortable with competition, but we believe customers should be given all the information

about the characteristics of different broadband services and time to consider their options rather

than being told their service is changing and they have to make a quick decision.

"Chorus is a tireless supporter of the Commerce Commission's Measuring Broadband New Zealand

programme. The analysis helps customers understand what performance they can expect from the

various broadband technologies available in the market.

“As the surge in data demand during the latest COVID-19 lockdowns shows, peak time capacity and

performance is what really matters for consumers.

"We're also encouraged by recent Commerce Commission proposals to require retailers to provide

clearer product disclosure for consumers.

“We believe that New Zealanders should be able to make informed decisions based on facts and

unbiased equivalent data, rather than partial information and hype. Saying a service is fast doesn’t

cut it if the speed slows significantly at peak times or when you’ve reached a certain data limit.”

Regulatory environment

Significant steps remain in the Commerce Commission's process to finalise the new fibre regulatory

model between now and 1 January 2022.

Fibre consumers will benefit from ongoing investment if the Commission’s final determinations

provide for:

1. A smooth transition into the new regime that drives Chorus to add more connections at

higher speeds

2. Sufficient operational and capital expenditure to let us meet the demands of our customers

3. The ability to continue with our active wholesaler strategy

4. Recognition of the full cost of building our UFB network and a fair return on the public-

private partnership investment made to build the fibre network over the last decade.

This should be underpinned by retail regulation that provides stronger consumer protections and

better information about broadband technologies.

Two aspects of the recent draft price-quality decision that Chorus is concerned about are proposed

capital and operating expenditure cuts, and the obligation of an additional, complex approval

process for offering retailer incentives to promote fibre.

"We feel that the incentives we offer equally to all retailers to promote fibre should not be subject

to a drawn-out approval process. Retailers keen to promote fibre need early certainty around these



incentives to plan their offerings and their campaigns and further approval processes would

hinder this.

"In our submissions to the Commission, we continue to make the case that some of the draft

outcomes don't fairly recognise the investment made over many years by our investors.

"It's critical that the actual value of our participation in this partnership is recognised so we can keep

investing in developing the capability and reliability of fibre broadband for New Zealand,” said Mr

Rousselot.


Dividend

Chorus will pay a final dividend of 14.5 cents per share, fully imputed, on 12 October 2021, bringing

total dividends for FY21 to 25 cents per share.


FY22 guidance

FY22 guidance is subject to no material changes in regulatory or competitive outlook.

• EBITDA: $640 − $660 million

• Capital expenditure: $550 − $590 million

• FY22 initial dividend guidance of 26 cents per share

ENDS

Chorus Chief Executive, JB Rousselot, and Chief Financial Officer, David Collins will discuss the full-

year results from 10.00am today, NZ time, at www.chorus.co.nz/webcast


For further information:

Steve Pettigrew

External Communications Manager

m: +64 27 258 6257

e: steve.pettigrew@chorus.co.nz

Brett Jackson

Investor Relations Manager

m: +64 27 488 7808

e: brett.jackson@chorus.co.nz

---

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

Updated as at 17 October 2019



Results for announcement to the market

Name of issuer Chorus Limited

Reporting Period 12 months to 30 June 2021

Previous Reporting Period 12 months to 30 June 2020

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$947,000 -1%

Total Revenue $947,000 -1%

Net profit/(loss) from

continuing operations

$47,000 -10%

Total net profit/(loss) $47,000 -10%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.14500000

Imputed amount per Quoted

Equity Security

$0.05638889

Record Date 14 September 2021

Dividend Payment Date 12 October 2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.45 $1.39

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This announcement should be read in conjunction with the

attached annual report, audited financial statements for the year

ended 30 June 2021 contained in that report, media release and

investor presentation.

Authority for this announcement

Name of person


authorised

to make this announcement

David Collins

Chief Financial Officer

Contact person for this

announcement

Brett Jackson

Investor Relations Manager

Contact phone number +64 4 896 4039

Contact email address Brett.Jackson@chorus.co.nz

Date of release through MAP


23/08/2021


Audited financial statements accompany this announcement.

---

Distribution Notice

Updated as at 18 December 2019





Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Chorus Limited

Financial product name/description Ordinary shares

NZX ticker code CNU

ISIN (If unknown, check on NZX

website)

NZCNUE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date 14/09/2021

Ex-Date (one business day before the

Record Date)

13/09/2021

Payment date (and allotment date for

DRP)

12/10/2021

Total monies associated with the

distribution

1


$64,818,608

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.20138889

Gross taxable amount

3

$0.20138889

Total cash distribution

4

$0.14500000

Excluded amount (applicable to listed

PIEs)

$0.00000000

Supplementary distribution amount $0.02558824

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed

Partial imputation

No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.



If fully or partially imputed, please

state imputation rate as % applied

6


100%

Imputation tax credits per financial

product

$0.05638889

Resident Withholding Tax per

financial product

$0.01006944

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

2%

Start date and end date for

determining market price for DRP

13/09/2021 17/09/2021

Date strike price to be announced (if

not available at this time)

21/09/2021

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product

$unknown

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

15/09/2021

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

David Collins

Chief Financial Officer

Contact person for this

announcement

Brett Jackson

Investor Relations Manager

Contact phone number

+64 27 488 7808

+64 4 896 4039

Contact email address Brett.Jackson@chorus.co.nz

Date of release through MAP


23/08/2021






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

Sustainability
Report 2021

This is Chorus’ first sustainability report,

reflecting our ambition and commitment to

support New Zealand in its transition to be

more sustainable.

Make

New Zealand

Better

Section Heading2Make New Zealand BetterChorus Sustainability Report 2021Table of contents
Please consider the environment before printing this document. This report has not been independently verified.

Section Heading3Make New Zealand BetterChorus Sustainability Report 2021Welcome from JB Rousselot
For the last decade we’ve been building our

fibre network, investing in critical infrastructure

and unleashing the digital potential for

New Zealand communities and businesses.

International research shows that the

wider adoption and development of digital

services in areas such as transportation,

energy, computing, construction, building

management, health, and education could

reduce carbon emissions globally by almost

a fifth. However, with more technology

adoption comes increased data needs and a

greater responsibility to create a sustainable

digital future.

We’ve already seen New Zealanders' appetite

for data grow rapidly in the last decade.

The COVID-19 pandemic has also accelerated

digital adoption, as more people discovered

how they could work, learn and connect online

from their home. We believe our fibre network

is not only reliable and future proofed in terms

of speed and data capacity, but also a low

emission technology.

COVID-19 also highlighted the digital divide,

and the challenges of those who don’t have

the access or skills to thrive in a digital world.

To combat digital inequality our goal is to

strengthen the digital capability of individuals,

communities and businesses.

At the heart of our sustainability approach

is our purpose, to make New Zealand better,

and we'll do this by championing digital futures,

supporting the wider environment and helping

people thrive. The next decade for Chorus will

be one of action, working together with the

industry, government and other organisations to

tackle climate change, commit to a sustainable

future and ensure in a digital era no one gets

left behind.

JB Rousselot

Chief Executive

The New Zealand Government’s commitment to global climate

change action and its target to be a carbon zero nation by 2050

will require change on a big scale. We believe our fibre broadband

network has an important part to play.

A decade of action

Make New Zealand Better4Chorus Sustainability Report 2021
Make New Zealand Better

Making New Zealand better means Chorus will

innovate and invest to deliver the best possible

services for New Zealanders empowering

the environmental, economic and societal

transformations ahead of us.

5Make New Zealand BetterChorus Sustainability Report 2021Validating Our Approach
Validating our

sustainability approach

with stakeholders

The end of 2020 saw us run internal

workshops and materiality assessments

with external stakeholders to validate

our sustainability approach.

Material topics were developed during the first stage of

our workshops, as participants were asked to consider

how Chorus creates value and how Chorus could

contribute to a flourishing and sustainable future,

one that benefited customers, investors, community,

employees and the earth.

These ideas were crafted into concise material topics,

that were mapped to the New Zealand Treasury’s

Living Standards Framework, the Future-Fit Business

Benchmark, and the Sustainable Development Goals

as validation. The topics were further confirmed and

refined with the internal sustainability group to reach

a final draft state.

We asked stakeholders to rank this list of material

topics in terms of Chorus’ ability to create value

(see next page for rankings).

Section Heading6Make New Zealand BetterChorus Sustainability Report 2021Materiality Assessment
Ethical business practices; diverse and inclusive workplace; health, safety and wellbeing were lower on the

priority list due to stakeholders generally feeling these are fundamental topics that must be done.

It’s important that Chorus continues to focus on these areas.

ETHICAL

BUSINESS

PRACTICE

DIVERSE &

INCLUSIVE

WORKPLACE

H E A LT H &

SAFETY

WELLBEING

Working with others on

digital inclusion is the

dominant way Chorus

can contribute positively

to a sustainable and value

creating society.

Chorus can contribute value by having a resilient and

reliable network that enables the digital economy.

However digital literacy is equally important for society

and Chorus should have a role in not only providing the

network but helping people know how to use it.

DIGITAL

INCLUSION

DIGITAL

LITERACY

NETWORK

RELIABILITY

Chorus should know its own environmental impact and

take steps to reduce any harm. Chorus also has a role to

champion a work from home culture and

distributed workforce.

ENVIRONMENTAL

IMPACT

SMART

COMMUNITIES

& ECONOMY

Materiality

assessment

Section Heading7Make New Zealand BetterChorus Sustainability Report 2021Our Sustainability Strategy
Our refreshed

Sustainability Strategy

CHAMPION

DIGITAL FUTURES

TOA HANGARAU

T H R I V I N G

ENVIRONMENT

TE TAIAO PUAWAI

THRIVING

PEOPLE

NGA IWI

WHAI HUA

THE CHALLENGES AND

OUR COMMITMENT TO HELP

ASPIRATIONAL

GOALS

UN SUSTAINABLE

DEVELOPMENT GOALS

Natural resources are being used up faster than they can

regenerate, and vital environmental systems are being degraded

faster than they can recover. This threatens our standard of living

and the wellbeing of future generations.

WE WILL WORK TO REDUCE CARBON EMISSIONS AND WASTE

TO LANDFILL ACROSS THE CHORUS ECOSYSTEM.

Accelerate our journey

towards carbon neutral

across the Chorus

ecosystem.

A digital world offers opportunity for New Zealand.

However inequality may increase if the infrastructure is built

without strengthening the digital capability of individuals,

communities and businesses.

WE WILL PARTNER WITH OTHERS TO HELP CLOSE THE

DIGITAL DIVIDE AND STRENGTHEN DIGITAL CAPABILITY.

Help more Kiwis participate

in a positive digital life; using

the greenest, fastest, most

reliable broadband.

We are the digital connection backbone for New Zealand,

operating in an industry with constant changes.

We also partner with strategic suppliers who deliver our services

on the ground.

WE WILL CHAMPION SAFE, FAIR AND INCLUSIVE WORKPLACES

ACROSS NEW ZEALAND SO MORE PEOPLE CAN LEAD

FULFILLING AND BALANCED LIVES.

Known leaders in:

• Health & Safety

• Diversity & Inclusion

• Worker Welfare

• Wellbeing & Flexible

working.

8Make New Zealand BetterChorus Sustainability Report 2021UN Sustainable Development Goals
Our contribution

to the United Nations

Sustainable Development

Goals (SDGs)

The 2030 Agenda for Sustainable Development, adopted by all

United Nations Member States in 2015, provides a shared blueprint

for peace and prosperity for people and the planet, now and into

the future.

Chorus contributes to most of the SDGs in four key ways:

1

2

3

4

By the investment made in our

fibre infrastructure.

By responsibly operating our business.

Through our focus on people

and environment.

Through our social responsibility

activities and community involvement.

9Make New Zealand BetterChorus Sustainability Report 2021Sustainability Governance
Sustainability

governance

Our sustainability strategy has been

adopted by our executive leadership team

with endorsement from the Chorus Board.

Our newest director, Kate Jorgensen, has previously

been a member of the Sustainable Business Council

Advisory Board.

The three sustainability pillars have been integrated into

our company strategy (see purpose below and Chorus

strategy on page 10).

They are supported at an organisational level by our

Sustainability Council, with representation drawn

from across a range of business areas. The Council

collectively promotes our sustainability strategy, leads

and contributes to programmes of work that support

our targets and helps identify new opportunities, such as

initiatives to reduce our emissions and waste.

Working together

We continue to work with a wide range of groups and

organisations. In FY21, this has included:

Industry and government organisation memberships:

TUANZ, the Telecommunications Forum (TCF), Local

Government New Zealand, Hugo Group and BusinessNZ.

Other memberships:

Sustainable Business Council, Corporate Taxpayers

Group, NZ Shareholders Association, Chartered

Accountants Australia, Electrical Engineers Association,

Global Listed Infrastructure Organisation, Property

Council of New Zealand and Mentemia.

Sponsorships/partnerships:

• Dignity (Women’s Health)

• Take a Breath (Mental Health)

• Innovative Young Minds

• Rainbow Excellence Awards

• Big Gay Out Auckland

• Auckland and Wellington Pride Parades

• NZ TechWeek

• Tech21 to help inspire young people to consider

a tech career.

• BusinessDesk and The AM Show partnerships

• NZ Community Boards Conference

• Local Government NZ Conference

Typ e A m ount

Memberships $396,000

Sponsorships / partnerships $478,000

Chorus does not make political donations.

Responsibility for implementation of the sustainability

strategy sits across our Executive with coordination of the

strategy and programmes of work managed by our Head

of Sustainability, reporting to our Chief Corporate Officer

and General Counsel.

10Make New Zealand BetterChorus Sustainability Report 2021Sustainability Governance
Our Chorus strategy

To recognise our commitment to sustainability, the

Executive team has put our three new sustainability

pillars at the core of our corporate strategy;

11Make New Zealand BetterChorus Sustainability Report 2021Sustainability Governance
Our network infrastructure

A 2017 study

1

estimated the wider social benefits from fibre

uptake at about NZ$2 billion annually, in addition to a

$3 billion annual contribution to GDP from business uptake.

We’re a wholesale only, fixed line

telecommunications network operator.

73% of our broadband connections are fibre, enabling rapid

growth in broadband speeds and data demand.

8Gbps Hyperfibre speeds just launched.

We have about 820 permanent and fixed term employees

and 140 independent contractors for our core operations.

Several thousand service company workers and

subcontractors undertake activity on our behalf.

Gigabit broadband and our fibre backhaul is underpinning the

development of sustainable communities through connections

to devices and other network connectivity.

Our network infrastructure enables ~100 retail service

providers to connect homes and businesses nationwide.

~600 exchanges~12,000 cabinets~300,000 poles

~65,000km duct network~57,000km fibre (excluding service leads)


~130,000km of copper

1. Sapere Research Group: Estimating the wider socio-economic impacts of

Ultra Fast Broadband for New Zealand, August 2017.

Make New Zealand Better12Sustainability Governance
Infrastructure is at the heart of the

delivery of economic, environmental and

social sustainability. It’s also at the heart

of what we do.

We’re New Zealand’s largest telecommunications

infrastructure operator. Our operations include

building, maintaining, and operating an open access

telecommunications and internet network predominantly

made up of local telephone exchanges, cabinets, and

copper and fibre cables.

We’ve invested billions of dollars in substantial upgrades

of New Zealand’s communications infrastructure since

we became a standalone company in 2011.

Our rollout of fibre optic cable to homes, businesses,

schools and hospitals began a decade ago as part of a

public-private partnership with government. Fibre will

cover about 1.36 million physical addresses by the end of

2022. The ultra-fast, high capacity and reliable broadband

enabled by fibre means New Zealand is one of just a few

countries already well on the way to becoming a gigabit

society. With the fibre network already covering larger

towns and cities, the last phase of the rollout is extending

fibre to hundreds of smaller communities, some with as

few as 50 premises.

We’re continually upgrading parts of our network as

technology evolves and changes in local demand enable

new investment. We’re awaiting confirmation of the

incentive settings under our new regulatory regime

to determine how we might continue to help bridge

the digital divide for smaller communities yet to be

connected to fibre.

Network investment milestones

2012 Completed ADSL2+ fibre to the cabinet

upgrade, reaching 80% of population

2016 Finished the Rural Broadband Initiative, a

partnership with the Government to connect

fibre to rural schools, hospitals and Vodafone

towers. It also enabled expansion of our fibre

to the cabinet and VDSL footprint.

2018 VDSL vectoring upgrade completed for tens of

thousands of homes across selected rural and

urban areas. Received the Broadband

Delivering Social Impact award at the

Broadband World Forum.

2019 Completed UFB1 rollout underway since 2011

as part of our public-private partnership with

the Government. This made fibre available to

about one million homes and businesses across

28 major towns and cities.

2020 Removed first generation copper broadband

equipment in rural areas with VDSL extended to

160 nodes via 70km of fibre. Fibre extended to

provincial marae as part of the Government's

development project.

2022 UFB2 rollout due to be completed, extending

fibre to 360,000 homes and businesses

in smaller communities.

13Make New Zealand BetterChorus Sustainability Report 2021Sustainability Governance
The Board has a regular programme of

education sessions covering a range of topical

matters, both technical and cultural.

This includes health and safety site visits, as well as

briefings from key management, industry experts and

advisers. Educational and stakeholder visits are also

arranged. Past education session topics have included

technology developments, the future of work and social

license.

Our key corporate governance documents, including our

Managing Risk policy, are available at www.chorus.co.nz/

governance. More information about our approach to

risk is also available in the Governance section of our

Annual Report.

Risk management

Board oversight and monitoring of Chorus

responses to principal risk, involving climate

change is through the Audit and Risk

Management Committee (ARMC).

The ARMC reviews regular reporting from the executive

team on principal risks. Our risk management framework

covers financial and non-financial risks including:

Regulatory risks and broader

societal expectations

Working within the regulatory and legal

environment, and societal expectations.

Capital management

Working within appropriate capital

management settings.

Operational risks

Network and IT quality, availability and resilience;

delivering effective and quality outcomes

(including with service partners); labour market

risks; climate change risks.

Customer/market risks

Customer service and experience;

revenue growth and market changes.

People and culture

Health and safety; engagement; capability;

talent and change management.

14Chorus Sustainability Report 2021Make New Zealand BetterSustainability Governance
Extensive flooding on the Canterbury plains in June 2021 resulted

in damage to a regional fibre optic route after a bridge washout.

A current project to extend the core fibre network along the

West Coast of the South Island, made possible by government funding,

will help establish network route diversity for part of the lower South Island.

Flood protection work has been undertaken at our

South Dunedin exchange.

Network reliability

New Zealanders place great reliance upon the availability

of our network both as a utility service for their daily lives

and businesses, as well as a critical lifeline service in times

of emergency.

A large part of our everyday work is focussed on keeping

communities connected by providing a stable and

reliable network. We’re recognised by the Government

as a lifeline utility provider and our employees and

service company technicians often go the extra mile to

keep communities connected when extreme weather or

natural disasters occur.

The substantial investment we’ve made in deploying fibre

to the premises has increased our network’s reliability

and its resilience to emerging climate-related risks. Fibre

is less susceptible to water and lightning-related faults

than the cables and street-based electronic equipment in

the copper network. This has been demonstrated by low

fibre fault volumes in extreme weather events, including

tornadoes and flooding.

Network interruptions were within our nationwide

targeted service levels in FY21. New quality standards will

be set by the Commerce Commission as part of the new

regulatory framework from 2022.

Our network teams monitor network fault performance

through significant weather events to identify potential

network architecture or route improvements. They also

evaluate climate change data produced by local councils

as part of their ongoing network planning activity.

Average duration of network interruptions FY19 FY20 FY21

Fibre and copper network combined

average time to restore

18 hours 23 hours 23 hours

Layer 1 fibre average downtime per annum

(target of < 120 minutes)

50 minutes 40 minutes 38 minutes

Layer 2 fibre average downtime per annum

(target of < 30 minutes)

1 minute 1 minute 3 minutes

Flooding risk has been evaluated across our critical

exchange sites. In 2019 we commissioned an assessment

of sea-level rise risk across our exchanges and core

fibre routes, which suggests limited potential impacts

on our network assets, from sea-level rise over a long

time frame.

Earthquakes remain a primary focus for our network

resiliency planning. Network damage from past

earthquakes has tended to be limited to localised copper

cables, with minimal damage to exchange buildings.

We have a comprehensive insurance programme typical

of large scale infrastructure utilities, covering all risks of

physical damage and business interruption for above

ground assets. Specific cover is provided for earthquake

damage to underground cables in Auckland, Hamilton,

Wellington and Dunedin. We undertake probability

based loss estimate modelling to ensure that the policy

limit covering material damage and business interruption

is adequate.

15Chorus Sustainability Report 2021Make New Zealand BetterSustainability Governance
Before the start of fibre deployment in communities, residents are

invited to discuss the fibre rollout and the benefits of fibre broadband at

community events. These events help address any community concerns

and promote fibre uptake.

Stakeholder engagement

The rollout of our fibre network has entailed an extensive

programme of stakeholder engagement at all levels of

government for the last decade.

We engage closely with Crown Infrastructure Partners as

the contract manager for our public-private partnership.

Before the start of fibre deployment in communities we

brief and work with local councils on our rollout plans.

In addition to our customer experience surveys, we

monitor public perception of Chorus through broader

national surveys. We also conduct a survey every three

years, of a diverse group of stakeholders to gauge

perceptions of our reputation. The latest survey in June

2021 saw Chorus receive a 7.8 out of 10 for reputation.

Our investor relations programme facilitates two-

way communication with investors and other market

participants about our business, governance and

performance. This is a valuable source of feedback.

Our annual and half year results presentations are

made available to all investors via webcast.

16Make New Zealand BetterChorus Sustainability Report 2021
Te taiao puāwai

Thriving environment

We're working to reduce emissions

and waste to landfill.

Thriving Environment

17Make New Zealand BetterChorus Sustainability Report 2021Thriving Environment
Our commitmentOur targets

Implement and maintain an emissions data

and reporting system.

1

80% reduction of scope 1 & 2 emissions by 2030.

1

Identify and innovate to create a sustainable value chain;

reduce waste, energy, and emissions.

2

Accelerate our journey to carbon neutral: Over the next year

we're focusing on reviewing our scope 3 emissions to enable

us to put forward a new science-based target.

2

Seek third party verifications on our science-based

emissions reduction target.

3

Engage with iwi, hapū and rūnanga organisations,

particularly where build work is scheduled to take place in

culturally sensitive landscapes to ensure cultural impacts are

appropriately mitigated where possible.

4

Ensure all physical and operational works comply with the

National Environmental Standards for Telecommunications

Facilities, the Health & Safety At Work Act NZ, the Resource

Management Act and other relevant local and central

government legislation.

5

Take practical steps to avoid environmental breaches and

report on any breaches.

6

Identify the risks associated with climate change, evaluate,

and monitor the risks and if necessary, take action to control,

reduce or eliminate them.

7

Impact in the last 12 months

26% decrease

in waste to

landfill across our

corporate sites.

Climate Disclosure

Project (CDP) rating

B achieved (out of

A-E range).

New emission tracking

and reporting system

being implemented


in FY22.

Air travel reduced

80% across last

two years.

296 tonnes of

network equipment

diverted from landfill

- reused or recycled.

Electricity consumption

down 5%, despite data

usage increasing by 23%.

18Make New Zealand BetterChorus Sustainability Report 2021Thriving Environment
Enabling a sustainable

digital future

Low emission technology

Fibre networks are recognised as the most climate-

friendly digital infrastructure because they transmit

data via light over large distances. This means fibre

optical equipment doesn’t require cooling or powered

equipment in suburban streets. We expect to reduce our

electricity consumption by between 30 and 40 percent in

future years as the copper network is gradually shut down

in areas where fibre is available.

Research commissioned by the German Environment

Agency suggests HD video streaming over fibre produces

half of the carbon emitted per hour than VDSL on copper

cable would, while carbon emissions for 5G technology

were even higher than VDSL.

1


1. https://www.umweltbundesamt.de/en/press/pressinformation/video-

streaming-data-transmission-technology

Supporting emission reductions for

New Zealand

Our network also enables New Zealanders to undertake

activity in ways that reduces their own impact on the

environment. COVID-19 has accelerated the widespread

adoption of flexible work options and video conferencing.

The 2021 Lifestyle survey reported that 41% of New

Zealanders are now working from home in some capacity

during the week.

The Energy Efficiency and Conservation Authority

estimated if one in five New Zealanders opted to work

from home once a week, it would prevent 84 kilotonnes

(the equivalent of taking 35,000 cars off the road) of

carbon dioxide entering the atmosphere annually.

Swapping business flights between Auckland and

Wellington for an online meeting could reduce transport

emissions by another 65 kilotonnes.

The benefits of fibre broadband are already evident

from the reductions we’ve seen in network electricity

usage despite significant growth in data usage across

our network.

Fibre networks are estimated to use 12 times less energy than copper networks.

Figure 1:

Network equipment power usage by network type

0

0.50

1.00

1.50

2.00

2.50

3.00

3.50

2011

2007

2015

2016

2009

2008

2014

2012

2013

2017

2010

2018

2020

2019

ADSLVDSLGPONSouce: Nokia

Watts per subscriber

70,000

75,000

80,000

85,000

90,000

5,000

4,000

3,000

2,000

1,000

6,000

FY21

Fibre data usage (PB)Copper data usage (PB)

FY19FY20

FY18

Electricity usage (MWh)

Figure 2:

Data vs Network Electricity Usage FY18 – FY21

MWh

Petabyte

19Make New Zealand BetterChorus Sustainability Report 2021Thriving Environment
Reducing our

emissions

We’ve been reporting our carbon

emissions data to the Climate Disclosure

Project (CDP) since 2012 and achieved a

B rating for 2020 (scores range from A-E)

confirmed in March 2021.

We have a target of reducing our Scope 1 and 2 emissions

80% by 2030, from our FY12 base year. This target reflects

the expected greening of New Zealand’s electricity

network and the benefits of our investment in fibre optic

broadband.

Our footprint: In total, we’ve avoided a net cumulative 84

kilotonnes of carbon dioxide equivalent emissions (CO2e)

since FY12, including Scope 3 emissions.

Our FY21 emissions were 23 kilotonnes-CO2e, 33% lower

than in FY12, however an 18% annual increase from FY20.

Scope 1 direct emissions have remained steady for FY21 at

1 kilotonne due to lower generator diesel and

company vehicle fuel consumption, along with fewer

refrigerant losses.

Scope 2 electricity emissions for FY21 were 12 kilotonnes,

a 2.9 kilotonnes increase compared to last year. However

our electricity consumption has reduced by 5% compared

to last year, despite monthly average data usage on the

Chorus network rising by 23% (352GB monthly average in

June 2020 compared to 432GB monthly average in June

2021). This increase in electricity emissions is due to the

carbon intensity of the national grid increasing rapidly

year on year due to a period of low rainfall in hydroelectric

generator catchments.

Reported Scope 3 value chain emissions for FY21 were

10 kilotonnes and have reduced by 38% since FY12.

This has been driven mainly by reductions in our field

service vehicle fleet, excluding subcontractors.

Carbon offsetting and renewable energy

We use solar and wind power on 117 remote network

sites where mains power isn’t available. For network sites

supporting large numbers of customers, we use mains

power to ensure reliability of service and we rely on

standby batteries and diesel generators for backup power.

Chorus has not yet adopted a carbon offsetting

programme. Our focus is on identifying our wider Scope

3 emissions, finding opportunities to reduce all emissions,

and investing in the ongoing rollout of fibre. The migration

of customers to fibre means we’re able to remove less

power efficient equipment from the network, reducing our

overall emissions.

New Zealand has typically met around 80% of its annual

electricity needs from renewable sources, subject to

hydrological conditions. This is expected to increase in

future years with ongoing investment in de carbonisation

of the electricity grid. The Climate Change Commission

has recently recommended a target of 95% to 98%

renewable electricity generation by 2030.

Figure 3:

Scope 1 and 2 Emissions

0

10

5

15

Kilotonnes CO

2

e

Electricity

Diesel generators

Refrigerant

Company vehicles

Natural gas

FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21

With video conferencing and less travel due to COVID-19

we’ve driven our travel emissions down by 76% from

base year levels.

We are expecting that our reported Scope 3 emissions

will increase as a result of our Scope 3 review that is being

undertaken in the coming year.

We continue to invest in ways to make our network more

energy efficient, including updating our equipment in

exchanges. As we migrate more customers from copper to

fibre, we expect our electricity consumption to continue

to reduce. The lower fault rate on the new fibre network

means vehicle related Scope 3 emissions will also continue

to reduce over time.

FY19FY20FY21

Direct emissionsScope 11,1661,035992

Electricity emissionsScope 29,0939,343 12,247

Value chain emissionsScope 3*11,6919,221 9,807

Electrical usage

(total MWh)

83,47481,8777 7, 2 5 0

% renewable**83.20%82.20%79.90%

Figure 4:

Carbon emissions (tonnes CO2e) and electricity usage

* Scope 3 emissions measured are business travel (air, taxi, rental car and fuel

reimbursement); service company fleet (excluding technicians); diesel production;

electricity used by others in co-locations

** based on an average of three quarters where emissions factors have been reported.

We’ve restated emissions for prior years where revised emission factors and activity

levels have been available. Therefore emissions will vary from those previously reported.

20Make New Zealand BetterChorus Sustainability Report 2021Thriving Environment
Respecting our land

Our environmental commitments

For FY22 and beyond we’re implementing a system

for carbon emissions data and reporting. We'll continue

to create a sustainable value chain; reduce waste and

emissions. We will also seek third party verification on

our science-based emissions reduction target.

As the owner of about 600 exchange sites and

an extensive fixed line network throughout urban

and rural New Zealand, we take practical steps to

avoid environmental breaches and report on any

potential breaches.

We recorded an incident where diesel spilled at one

of our exchanges when a tank filling system failed.

We immediately responded to the incident, alerted the

local authority and we've fully remediated the site.

We have about 70 network sites located on Department

of Conservation land. These sites are typically transmitter

links on hilltops or mountains. Some of these remote sites

are being retired as our network needs evolve and will be

removed or passed onto new owners. The scale of the

ultra-fast broadband rollout has entailed working closely

with a multitude of councils throughout New Zealand

to coordinate the deployment of new underground and

aerial network.

We engage with numerous local Māori organisations

and Heritage New Zealand to ensure cultural impacts are

mitigated, particularly where we are building network in

culturally sensitive areas.

Our environmental framework requires that we and

our suppliers ensure our physical and operational work

complies with all relevant local and central government

legislation including:

• the National Environmental Standards for

Telecommunications Facilities

• the Health & Safety at Work Act NZ

• the Resource Management Act

We have controls in place to identify risks associated with

climate change mitigation and adaptation, evaluate, and

monitor the risks and if necessary, take action to reduce

or eliminate them.

WE ENGAGE WITH

LOCAL MĀORI

ORGANISATIONS TO

ENSURE CULTURAL

I M PA C T S A R E

MITIGATED

21Make New Zealand BetterChorus Sustainability Report 2021Thriving Environment
A patu muka (flax pounder) unearthed by our UFB contractors

in Tairua. The patu muka was used to soften flax fibre (muka) in

preparation for weaving.

Archaeologists and local mana whenua representatives meet with our

service partners and contractors to provide archaeological and cultural

inductions. This is in part to make sure we meet our obligations under the

Heritage New Zealand Pouhere Taonga Act.

Throughout the course of our UFB

rollout, we've engaged with iwi, hapū

and rūnanga organisations.

To date we've obtained around 100 authorisations to

work in areas identified as having archaeological features

and sites of significance.

We've also worked with archaeologists and local mana

whenua representatives to record archaeological

features as they are unearthed during excavations to

install our network.

Archaeological features discovered so far have included

the remnants of pre-European Māori settlement, such as

toki (adzes), whao (chisels), hangi stones and moa bones,

as well as the remnants of a whaling station.

A WHAKANŌA

CEREMONY IS OFTEN

CARRIED OUT BEFORE

CHORUS CONTRACTORS

START EARTHWORKS.

22Make New Zealand BetterChorus Sustainability Report 2021Thriving Environment
Reducing our waste

to landfill

We have a strong focus on waste minimisation

and continually explore opportunities to reuse

or recycle waste generated by our network-

related activity, including partnering with

our suppliers to reduce our waste footprint

through innovation.

Since the ultra fast broadband rollout began in 2011, we've

worked with our partners to collect plastic duct offcuts so

they can be recycled, and the plastic granulate can be used

in the production of new ducting. Over the last five years

we've diverted over 800 tonnes of potential waste from

landfill, including 85 tonnes this year.

We’ve worked with our local duct manufacturer on the types

of plastic used in ducting to change from two different types

of plastic to one type of plastic, which will make processing

of the duct offcuts more efficient as it's rolled out across

different duct products.

Leveraging the relationships we have with our material

suppliers, we’ve collaborated on ways to reduce the use

of soft plastics, starting with the removal of five metres of

soft plastic that was being used on microduct drums (see

pictures to the right).

We’ve also worked together to replace polystyrene reels,

used for smaller fibre cables being installed into premises,

with cardboard alternatives. Plastic packaging for customer

premises equipment has also been reduced.

Where possible, we reuse the wooden and metal drums the

fibre optic cable is delivered on and are working

with our supplier to trial reusable plastic drums for

microduct cabling.

Waste type Disposal method*FY21 (Tonnes) FY20 (Tonnes)

Duct (plastic)Recycled85195

Redundant network (metal) Recycled187 37

BatteriesRecycled10 24

E-wasteRecycled144

Fibre cableLandfill8293

Our largest source of waste to landfill is fibre cable, cable

offcuts can’t be reused if they are below a certain length.

The amount of fibre cable waste is reducing significantly

as the UFB rollout comes towards an end. Our fibre cable

supplier is currently researching a technique to recycle

fibre cable.

Our goal is to recycle all redundant electronic equipment

and copper cable where they can be economically

recovered. Network recycling volumes are expected to

increase as we continue to migrate customers to the fibre

network and copper equipment is gradually retired. Over

the last year we have recycled 14 tonnes of e-waste and

10 tonnes of network batteries.

We expect to set ongoing waste targets once the fibre

rollout programme is complete and normal operational

levels are established. General waste disposal by our

service companies and their subcontractors isn’t

currently tracked.

We operate an in-office recycling and organic waste

collection programme across our four corporate office

sites. In FY21 we started recording waste volumes and

reinvigorated our recycling programme which has

seen a 26% decrease in waste to landfill and a 488%

increase in recycling across our four corporate sites.

Water

We have limited data for water usage as water is part of

the fixed body corporate costs that we pay for our office

space and few exchanges that use water for cooling.

* Where we are able to recycle, 100% of waste type is recycled.

23Make New Zealand BetterChorus Sustainability Report 2021Champion Digital Futures
Toa hangarau

Champion Digital Futures

We're committed to working with others

to strengthen the digital capability in

New Zealand and combat digital inequality.

Section Heading24Make New Zealand BetterChorus Sustainability Report 2021Champion Digital Futures
Our commitment

Our targets

Continue to collaborate with others who are

working towards digital equity in New Zealand.

1

50 Shine the Light events to strengthen digital

knowledge for FY22.

1

Help build awareness of digital skills support

available for our local communities.

2

20,000+ students, adults and business owners helped

with digital access skills training, and devices in FY21-FY22.

2

Support organisations who are focussed on digital

inclusion and skills.

3

Continue to connect New Zealand towns and

communities to fibre.

4

Challenge Accepted

series on YouTube to

inspire and motivate

people to have a

digital future.

Part of the Digital

Boost Alliance

and Digital Equity

Coalition Aotearoa.

Collaboration with

Digital Journeys,

SeniorNet and

Broadband

Compare.

100 cabinet art

murals complete,

eight Rainbow

themed.

233 community

volunteer days taken

by employees.

$250,000

to support

organisations

focussed on digital

capability and

inclusion.

12,000 student

homes connected

through retailers

delivering

broadband services,

using free wholesale

connections from

Chorus, other NZ

wholesale providers

and the Ministry of

Education.

47 Shine the

Light community

events nationwide

to educate on

broadband options,

how to connect

to fibre and local

digital skills support

available.

Impact in the last 12 months

25Make New Zealand BetterChorus Sustainability Report 2021Champion Digital Futures
Digital equity

and inclusion

Education

Education and a commitment to digital equity have

always been a major focus of our work. Schools were

priority customers to be connected to fibre in our urban

and rural rollouts. In recent years we’ve worked with

government organisations to explore ways our network

technology could bridge the digital divide between those

students who have broadband at home and those who

don’t. This has included trials using Wi-Fi access points

to enable students without home broadband to log in to

their local school network from home.

Ministry of Education COVID-19 support for students

When COVID-19 forced the shutdown of schools across

New Zealand, our broadband network underpinned a

rapid transformation in education practices, as schooling

shifted online. However, we were concerned about the

effect an extended lockdown could have on the digital

divide within school communities. We offered to switch

our existing intact connections on for homes identified

by the Ministry of Education as requiring broadband for

essential learning. Since April 2020, the initiative has

helped connect over 12,000 student homes through

retailers delivering broadband services, using free

wholesale connections from Chorus, other New Zealand

wholesale providers and the Ministry of Education.

We’ll continue to work together to offer free wholesale

connections for retailers until December 2021. We will

continue to work with the Government and others to

find long-lasting solutions towards digital equity.

Digital skills and inclusion donations

In FY21 we donated $250,000 to charities and

organisations focussed on digital inclusion. Our

donations included Alexa Echo Dot speakers for Blind

Low Vision New Zealand clients and devices to support

Digital Skills courses for seniors and families through

Age Concern NZ and Digital Inclusion Alliance Aotearoa.

We've also supported Kiwrious, who provide science

sensors and an online collaboration platform for low

decile schools to encourage Science, Technology,

Engineering and Maths (STEM) learning and we've

also funded research to look at whether Clearhead,

a mental health app and chatbot, could help within the

Māori community.

In June 2021, along with the Discovery team, we created

an online content series called Challenge Accepted,

to actively demonstrate how anyone can overcome

challenges relating to technology, and do more online.

For small business digital skills support, we partnered

with Digital Journeys, a social enterprise to create free

online resources. These included articles, step-by-step

instructions, tips and videos to help small business

owners understand technology and digital services.

The aim of our Challenge Accepted series

is to tackle broadband and technology fears.

26Make New Zealand BetterChorus Sustainability Report 2021Champion Digital Futures
Community

engagement

Shine the Light events

Running face to face events in our communities has

been an important part of our fibre build plan. These are

important in building relationships with local councils and

business groups, as well as addressing any community

concerns. In 2020 we introduced Shine the Light events,

in communities where we had completed the fibre

build but uptake was slow. These events continue to be

key in building community goodwill, identifying digital

skills needs and understanding the barriers people

have to connecting. For FY21 we’ve run 47 Shine the

Light events nationwide, and in just a few years we've

reached thousands of individuals. For FY22 we’ll focus

on expanding these events to focus on motivation,

connection and strengthening digital skills, partnering

with SeniorNet and Broadband Compare.

Community cabinet art

Our cabinet art programme has been running since

2010, and each year we complete around 100 murals.

Working with local councils, we commission local artists

to illustrate our street cabinets which helps combat

tagging and graffiti vandalism. For the past few years,

we’ve dedicated some of our funding to create rainbow

murals, that celebrate diversity and inclusiveness in

our communities. For FY21 we’ve added eight Rainbow

murals to our collection.

Volunteer days

Employees are given a workday each year to volunteer

and support local community groups. From spending

the day with the Department of Conservation to help

our environment thrive to spending time with charities,

our people are empowered to give their time to causes

that matter to them. About 2,900 volunteer days have

been used since the programme started in FY13 and 233

people used their volunteer day in FY21.

Contribution type Amount

Cash contributions / donations$252,000

Time (employee volunteering) $98,000

Inkind giving$4.55 million

Monetary value of our FY21 community and charitable

contributions to New Zealand

Murals on our cabinets to help combat

graffiti vandalism.

Make New Zealand Better27Chorus Sustainability Report 2021Champion Digital Futures
Cybersecurity

and privacy

For the information we do hold, we adhere

to the requirements of the New Zealand

Privacy Act.

The Telecommunications Information Privacy Code

(2020) also stipulates that we must not collect

telecommunications information except in limited

exceptional circumstances.

We have a robust privacy framework that is managed

within our wider risk management framework.


Our Privacy Officer is responsible for implementing our

privacy framework, promoting awareness of privacy

matters, monitoring matters on a day-to-day basis,


and escalating matters as required to our Executive.

Our systems, processes and training are compliant with

the Privacy Act 2020.

The Audit and Risk Management Committee (ARMC)

receives comprehensive cybersecurity reports every

six months, with interim updates as required, which

are then reported back to the Board. We have detailed

policies, processes, and registers to ensure cybersecurity

is addressed through technology selection, network

delivery practices, and ongoing operations and

protection of our IT systems. We also have insurances for

key cybersecurity risks.

Our practices have continued to evolve with the post-

COVID-19 shift to more flexible working. Our Principal

Security Officer monitors our performance, including

testing our security incident responses and liaising with

New Zealand’s National Cyber Security Centre on


advanced cyber threats.

We undertake regular reviews, including external

audits and ad-hoc reviews, to provide assurance and

feedback on our assessments and controls. Recent

cyber-attacks against New Zealand businesses and

overseas asset owners have informed our approach.

Annual training is provided to anyone accessing our

information systems to raise awareness of information

security issues such as phishing and malware.

We recorded no material cybersecurity incidents or

privacy complaints from regulatory bodies in FY21.

AS A WHOLESALE NETWORK

OPERATOR, RATHER THAN

A RETAILER, WE DON’T BILL

CONSUMERS DIRECTLY

FOR BROADBAND OR

PHONE SERVICES.

THIS MEANS WE HOLD

VERY LIMITED CONSUMER

INFORMATION.

28Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Nga iwi whai hua

Thriving people

Champions of safe, fair

and inclusive workplaces.

29Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Our commitment

Our targets

Prioritise the safety, health, and welfare

of people before any business objective.

1

Top 10% for engagement survey: in the technology

benchmark for wellbeing, diversity and inclusion and flexible

working hours.

1

Ensure we have the right channels and processes

in place so all Chorus people know how to get help

and support and feel they can speak up.

2

40:40:20 split of people leaders, relating to gender.

2

Safe Plus certification to leading level by 2023.

3

Achieve 0% gender career level pay gap by 2022.

4

Total employee and people leader population representative of

customer base (NZ working population as measured by Census results).

5

Ensure all people receive at least their legal entitlements

and are treated with dignity and respect.

3

Continue to strive for gender equality, reduce gender pay

gap and champion pay equity reform.

5

Inspire future generations to consider careers in technology.

6

Ensure the ethnicity of our people by role is reflective

of NZ population as per NZ Census.

7

Enable people to take advantage of our flexible working policy,

helping them achieve balance in their work/personal lives.

8

Build on our cultural awareness across our organisation,

with a focus on te ao Māori.

4

Champion diversity, inclusion, and wellbeing for our people.

9

30Make New Zealand BetterChorus Sustainability Report 2021Thriving People
1 eNPS means Employee Net Promoter Score

* Based on the average of responses to the four engagement questions.

Best Wellness

Programme award

at the 2021 Human

Resources

New Zealand

Awards.

Human Resources

Director

New Zealand’s

Employer of Choice

2021 winners.

Thriving people

New parental leave

policy introduced

- flexible parental

leave totalling

eight weeks.

Rainbow Tick,

Gender Tick

and CQ Cultural

Intelligence Tick

certification

certified.

First modern slavery

statement released.

8.5 out of 10

employee

engagement score,

and eNPS

1

of +62

*

.

Tech Toolbox

sessions held

nationwide to

launch new

Tell Chorus

campaign.

100% target

achieved for

Director Health

& Safety visits,

with Executive walks

225% against target.

Impact in the last 12 months

31Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Health and Safety

The health, safety and wellbeing of

Chorus people is paramount.

This includes our direct employees and the thousands

of people working on our behalf to build, connect and

maintain our network. Our health and safety focus extends

to anyone who is in, or in the vicinity of, our workplaces.

In FY21 we established a new risk framework focusing

on our critical risks. For example, mental health, working

at height, electricity strikes and vehicle accidents. We

continue to promote a proactive health and safety culture.

We also continue to work with our contractors and

suppliers to ensure their systems and procedures meet our

health and safety expectations.

The volume of work performed, including our service

companies, totalled 7.8 million work hours across the year.

This is a reduction from 10 million hours last year, resulting

from the UFB rollout nearing completion and connection

activity beginning to slow.

The Total Recordable Injury Frequency Rate (TRIFR)

decreased to 2.05 in FY21, down from 2.43 last year. The

number of injuries to our people reduced to 16, down

from 25 in FY20. The types of injuries were largely sprains,

strains and hand lacerations caused by manual handling

activity and moving about work sites, the same trends seen

in prior years. There were no fatalities. The Lost Time Injury

Frequency Rate (LTIFR) decreased to 0.77 from 0.78. Our

TRIFR results are about five times lower than other fibre

infrastructure companies.

In the coming year we will focus our efforts on three

key areas: risk management, assurance, and governance

optimisation. This focus will extend across our ecosystem

to ensure all of our people are our key priority. The

continued collaboration with our service company partners

to enhance health and safety practices is a constant

priority. No business objective will be prioritised over the

health or safety of any person.

0

1

2

3

Injury frequency rate

2.05

0.77

2.43

0.78

FY20FY19

TRIFRLTIFR

LTIFR: number of lost time injuries + medical treatment injuries

+ restricted work injuries per million hours worked.

2.67

0.61

FY21

Figure 5:

Injury frequency rates FY19 – FY21

32Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Our people

Our operating model and

employee engagement

Chorus is going through a period of significant change

as the fibre rollout draws to a close and we transition to

a more operational focus. At the same time, a priority

programme of work is helping implement the change

to a new regulatory model that will shape our future

organisational focus.

These changes in our operating context have seen

a reduction in employees in recent years. Following

targeted operating model changes implemented in

FY21, the total number of permanent and fixed term

employees reduced from 870 to 817, including a

reduction in our executive team from nine to seven

roles. In advance of organisational change, we also put

in place new recruitment controls that see us focussed

on the replacement of critical roles only, this has also

contributed to the reduction in employee numbers.

Organisational change has included some redundancies.

In addition to providing redundancy compensation, we

have an outplacement programme that ensures anyone

impacted by change, who we’re unable to redeploy

internally, receives assistance from an external partner

to prepare for career choices outside of Chorus.

Employee

engagement

FY19 FY20 FY21

Total (out of 10)7.68.58.5

Employee net

promoter score

(eNPS)

+28+67+62

Participation

rate

98%94%86%

Despite the changes in our operating context, employee

engagement remained stable at 8.5 out of 10 (Peakon

methodology) between FY20 and FY21. While we saw

some minor variability in our employee net promoter

score

1

, starting FY21 at +67 and closing out the year at

+62, we’re in the top 10% of our international ‘technology’

company benchmark

2

.

Individual executive areas have specific programmes

that focus on engagement drivers within their teams.

At a company-wide level we adjust our focus each

quarter to meet the needs highlighted through the survey

and consistently look at key areas such as employee

wellbeing and communication of strategies and direction.

These areas are always valued by our people, in particular

through organisational change and the ongoing

uncertainty created by COVID-19.

Employee

turnover rate

FY19 FY20 FY21

Voluntary9.2%7. 5%8.1%

Tot al

turnover rate

12.1%14.1%12.6%

Positions filled

by internal

candidates

62.0%52.6%43.3%

1. eNPS means employee Net Promoter Score. Net promoter scores can range from -100 to +100 and are calculated by subtracting the percentage of detractors (0-6 engagement score) from the percentage of promoters

(9-10 engagement score).

2. Chorus engagement survey data is provided by Peakon who provide a technology sector benchmark for comparison. Achieving a score within the top 10% of the benchmark is considered best in class.

33Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Our operating model

and employee engagement cont.

We have a strong focus on sharing and discussing the

business strategy with our people. We hold twice yearly

senior leader days where the executive team discuss

strategic topics with senior leaders. Each year we bring

together our people leaders for a one-day conference.

We also hold interactive Chorus Conversation sessions

with all employees where our strategic direction

is discussed.

Monthly people leader webcasts share top priorities

and focus areas across the business, with time dedicated

to questions so our people leaders can share key

messages with their teams. Monthly CEO updates are

also broadcast via our intranet and we’ve made Yammer

available across the business so people can share key

business activity and to encourage more employee

engagement and feedback.

Chorus Conversation sessions for FY21 in our Auckland office.

Our monthly ACCColades recognition programme

enables employees to nominate their colleagues for

efforts that support our company values of Authentic,

Collaborative, Courageous and Curious. This has been

a forum for recognising sustainability initiatives such

as employee efforts to reduce unnecessary plastic

packaging from our supply chain. Changes to the

programme have been introduced in FY22 to

ensure we’re identifying achievement across the

business effectively.

34Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Diversity and Inclusion (Belonging)

Chorus has an established Belonging strategy that guides

the areas we focus on to maintain our inclusive culture.

Our aim is to strengthen our collective capability, identify,

attract, and retain diverse talent, and leverage the diversity

of our people.

The strategy is owned by the Board and Executive team

and there are four parts to the strategy:

Diversity and inclusion is a priority focus for Chorus

management and the Board, with a range of initiatives in place

across the employee lifecycle and within our leadership and

learning plan. However, we’re not where we want to be as

an organisation, in particular concerning diverse leadership.

We’ll be placing additional focus in FY22 to drive meaningful

change, particularly in areas such as recruitment and selection

practices and talent mobility.

1

Flexible and adaptable workforce

2

Diverse leadership

3

Wellbeing

4

Inclusive culture

35Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Flexible and adaptable workforce

Flex@Chorus, our approach to flexible working,

provides access to multiple flexible working options for

employees. This includes flexibility in work schedule,

flexible locations of work; part-time working hours and

the ability to stagger a return to work after parental leave.

The key requirement for any request to work flexibly is

that it works for the individual, the team, the customer

and Chorus as a whole.

The COVID-19 pandemic accelerated the

experimentation we were doing with working flexibly to

the point most employees are now working from home

at least a couple of days a week.

As flexible working has become our new normal we need

to continue to think about what the next iteration of

Flex@Chorus looks like to continue to meet the needs

of our people and the business. A project team is working

on how Chorus might re-imagine the future of how

we work. This is a collaborative process, seeking

input from our employees and involving them in the

design elements.

My work schedule is flexible enough to

accommodate my family or personal life.

MAY 2020MAY 2020

9.0

+

69

eNPS

OUT OF 10

MAY 2019MAY 2019

8.5

+

50

eNPS

OUT OF 10

MAY 2021MAY 2021

9.2

+

77

eNPS

OUT OF 10

I am satisfied with our

flexible working policy

MAY 2020MAY 2020

9.1

+

73

eNPS

OUT OF 10

MAY 2019MAY 2019

8.3

+

45

eNPS

OUT OF 10

MAY 2021MAY 2021

9.2

+

79

eNPS

OUT OF 10

36Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Diverse leadership

There are two parts to our focus on diverse leadership

– gender balance and ethnic mix. With regard to gender

balance we have a target of 40:40:20 gender ratio in

our people leader community and progress against that

target has fluctuated during the year. This means our

people leader population isn’t consistently reflective

of our wider employee population when gender is

considered. In February we reviewed our recruitment

process and have made changes to ensure we strive to

recruit by attracting, interviewing, and hiring a diverse set

of people, while still focusing on hiring the best possible

person for the role. We’ll continue to address this in FY22

by driving meaningful change in areas like recruitment,

selection practices and talent mobility.

With regard to gender balance we’re also focussed on

promoting fair pay in our remuneration and pay strategy.

We’re proud to have received three awards in the last

YWCA Equal Pay Awards in 2019 (Leadership, Progressive

and Supreme Awards) and we remain committed to our

objective of achieving a 0% gender career level pay gap

by 2022.

We use a career level remuneration system that has a

total of nine career levels. Across seven of the nine career

levels the average career level gap is 3.1% or less. The two

remaining and highest career levels have an average pay

gap of 9.1%. The population in those two career levels is

small and therefore any shift in gender balance has a big

impact. A comprehensive review of gender pay equity

forms part of our annual remuneration review process at

both a team, function, and all of Chorus level.

This ensures we stay focused on reducing the gender

career level pay gap.

Figure 6:

Gender by role three year review

20%

40%

60%

80%

100%

0

EXECUTIVE


2021

86

EXECUTIVE


2020

78

22

14

EXECUTIVE


2019

55

45

DIRECTORS


2021

DIRECTORS

2020

62

38

57

43

DIRECTORS

2019

62

38

PEOPLE


LEADERS


2021

64

36

PEOPLE


LEADERS


2020

60

40

PEOPLE


LEADERS


2019

62

38

ALL


CHORUS


2020

59

41

ALL


CHORUS


2021

59

41

ALL


CHORUS


2019

60

40

Figure 7:

Ethnicity* by role 2021

20%40%60%80%100%

0

NZ EuropeanPacific PeoplesAsianMāoriOtherEuropean

PEOPLE

LEADERS

2021

ALL

CHORUS

2021

*Prime ethnicity people identify as.

37Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Diverse leadership cont.

With regards to ethnic mix, people identifying themselves

as Maori and Pasifika continue to be under-represented,

both in the people leader and Chorus overall population -

when compared to the NZ population.

Ethnic diversity in our general employee population

remains an ongoing challenge for Chorus to address and

is exacerbated at the leadership level. As a result, Chorus

recently undertook a cultural competence assessment

through the Superdiversity Centre and was awarded their

CQ Tick accreditation. The output of this assessment

has provided direction to support the further development

of cultural competence at Chorus. The initial focus has

begun with workshops to help employees understand

the importance of Te Tiriti o Waitangi in Aotearoa

New Zealand today. Chorus has also partnered with

TupuToa, an internship programme aimed at creating

pathways into professional careers for Maori and Pasifika

tertiary students.

We provide targeted development opportunities for

our people leaders to help drive leadership performance

and strategic objectives. This includes a women’s

leadership programme to help us build a more

diverse leadership group and an emerging leaders

programme to complement and enhance talent and

succession planning.

Training and developmentFY19 FY20 FY21

Average hours per FTE7 hours10 hours8 hours

Average spend per FTE$1,023$1,350$1,060

We also have well received programmes in Chorus,

designed to lift personal and leadership capability,

including:

Emerging Leaders

The Emerging Leaders programme was designed with

the support of Chorus employees. It's based on the four

leadership practices at Chorus that provide a framework

of the types of skills and behaviours we expect our

leaders to demonstrate. This is a year-long leadership

programme for those employees who are identified as

emerging leaders within our business, demonstrating our

commitment to talent development.

Mental Health First Aid

The Mental Health First Aid course develops people

leader and employee knowledge in recognising and

understanding signs of mental distress. The course

offers ways in which to provide support options for those

whose mental wellbeing is under stress.

Investment in the learning and development of our

people remains a key focus with consistent budget

allocation over the past three years.

In FY20 we did see an increase in spending due to COVID

as we looked to increase wellbeing related training for

our people and incurred some additional costs of

training delivery as we moved to online options.

UP programme

Our UP programme has been running for the last five

years, and is designed to help empower our women

leaders to be successful in their career ambitions.

Mentoring Circles

We pair employees with leaders in the business

to support personal and career development.

38Make New Zealand BetterChorus Sustainability Report 2021Thriving People
THE SUCCESS OF OUR HEALTH

& WELLBEING PROGRAMME IS

REFLECTED IN ENGAGEMENT

RESPONSES PLACING

CHORUS IN THE TOP

OF THE GLOBAL

TECHNOLOGY

BENCHMARK

5%

Wellbeing

The wellbeing of Chorus employees remains a priority and FY21

has been particularly focussed on supporting wellbeing, both in

response to the COVID-19 pandemic and with the transition back

to work in a hybrid flexible working model.

The Chorus wellbeing programme has four components –

financial, physical, career and mental wellbeing. Each component

has associated learning, whether it be nutrition seminars, financial

literacy, or ways to combat stress and anxiety. We look to provide a

great mix of information, tools and resources that our people can

access in a way that works best for them.

In FY21 we delivered a range of wellbeing initiatives:

Anxiety in Disguise workshops to educate

employees on the benefits of correct

breathing techniques to manage anxiety.

Health challenges to encourage

movement and improved nutrition.

Promotion of anti-bullying and anti-harassment

through promotion of Pink Shirt Day and our

internal support network.

Financial fitness webinars.

Working here, I feel that I can

live a balanced, healthy lifestyle.

MAY 2020MAY 2020

8.6

+

56

eNPS

OUT OF 10

MAY 2019MAY 2019

8.1

+

32

eNPS

OUT OF 10

MAY 2021MAY 2021

9.1

+

73

eNPS

OUT OF 10

Chorus really cares about

my mental wellbeing

MAY 2020MAY 2020

8.7

+

60

eNPS

OUT OF 10

MAY 2020MAY 2020

8.3

+

39

eNPS

OUT OF 10

MAY 2021MAY 2021

8.9

+

65

eNPS

OUT OF 10

A range of webinars promoting health and

wellbeing and free access to the Mentemia

Wellbeing App.

39Make New Zealand Better
Wellbeing cont.

We continue to evolve our employee benefits programme to

help shape our employees’ wellbeing. We've launched a new

parental leave policy – Families@Chorus – that provides up to

eight weeks paid leave for all new parents, plus company Kiwisaver

contributions for the primary carer on extended leave calculated

and paid on their return to work. This is an addition to government

parental leave entitlements.

Our standard employee benefits for permanent employees

include:

We're really proud to have received the 2021 Human Resources

NZ Best Wellness Programme award in recognition of our work

in the wellbeing space.

2 x company leave days

per annum

2 x wellbeing days per annum

10 sick/domestic leave days

available from employment

commencement

Life, trauma and income

protection insurance

Will It package – an online

Will creation service

8 weeks paid leave for new parents

Subsidised Marram holiday

homes and healthcare

Internet concession

1 x volunteer day per annum

Retail discounts

Chorus Sustainability Report 2021Thriving People

40Make New Zealand Better
Inclusive culture

We proudly have Rainbow Tick certification and seek

reaccreditation each year. We understand, value and

welcome ethnic, gender and sexual diversity at Chorus.

We have a range of established employee networks and

committees to support an inclusive culture, such as:

The networks meet regularly and hold events, either

for their members or broader groups of employees.

Each of the networks have representation on our

National Belonging Committee, an umbrella group

where all networks are represented alongside employees

passionate to support inclusion at Chorus. The committee

continues to work collaboratively with the People &

Culture team to deliver diversity and inclusion initiatives

based on the pillars of our programme.

Wellbeing committees

Women’s network

Maori & Pasifika network

Mums and Dads network

Mental Fitness network

Rainbow network

The engagement survey measures the success of having

an inclusive culture via the following questions:

Chorus Sustainability Report 2021Thriving People

People from all backgrounds

are treated fairly at Chorus

MAY 2020MAY 2020

8.9

+

66

eNPS

OUT OF 10

MAY 2019MAY 2019

8.5

+

52

eNPS

OUT OF 10

MAY 2021MAY 2021

9.0

+

70

eNPS

OUT OF 10

I am treated like a valued

member of Chorus.

MAY 2020MAY 2020

8.4

+

46

eNPS

OUT OF 10

MAY 2019MAY 2019

8.0

+

28

eNPS

OUT OF 10

MAY 2021MAY 2021

8.6

+

51

eNPS

OUT OF 10

41Make New Zealand BetterThriving PeopleChorus Sustainability Report 2021
Collaborating to end

modern day slavery

and exploitation

We’re committed to doing the right thing

by the people working on our behalf.

In FY19 we commissioned an independent review into our

subcontractor workforce, after the Labour Inspectorate

identified allegations ranging from poor labour standard

practice (e.g. poor record keeping, non-payment of holiday

pay) through to a small number of more serious allegations

of exploitation.

The review led to the implementation of a range of

initiatives, with all recommendations acted on;

We expect our suppliers to share our commitment that all

people are treated fairly. We encourage our suppliers to

go beyond legal compliance, drawing on internationally

recognised standards, in order to advance social, labour

and business ethics. Our commercial team is responsible

for administering the Supplier Code of Practice and

interacts closely with our suppliers.

See www.chorus.co.nz/chorus-suppliers

We banned 31 companies from working on our

network, out of approximately 800 contractors.

1

A mandatory Supplier Code of Practice was

put in place, with governance oversight from

the Chorus Board and regular audits completed.

2

Our network subcontractors must complete

employment standards training, and

technicians receive training on their rights.

We encourage continuous learning, so

everyone understands their responsibilities.

3

All contractors must meet minimum onboarding

standards before subcontracting work.

Sub-contractors are regularly audited for

compliance with employment obligations.

4

We receive monthly reports from our service companies of

all sub-contractors and their people working on our behalf.

5

We continue to collaborate with our service companies and

the Government to share learnings and to stop exploitation.

We also engage with Immigration New Zealand on potential

future migrant workforce requirements.

6

We continue to collaborate with our service companies

and a worker welfare programme is in place to help protect

and support people working on our behalf (see more on

page 42).

7

42Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Worker welfare

At a practical level, we have a dedicated worker welfare

team that monitors our contractor and subcontractor

field workforce within New Zealand. Inspections or audits

are performed by both independent third parties and

Chorus employees. Our cross-business governance team

oversees any investigation of actual or potential work

mistreatment and meets with our service companies

regularly to maintain governance oversight of the

implementation and ongoing operation of their worker

welfare programmes.

Consequences could extend to terminating supply

contracts and, where necessary, passing concerns to

relevant regulatory authorities.

Our Board receive regular reporting on our contractor

workforce and monitor our introduction of modern

slavery reporting requirements.

We run training for relevant people to help identify

any form of mistreatment to workers, from signs of

bullying and harassment to instances where workers

are not provided with their full legal entitlements under

employment and health and safety laws. We take a risk-

based approach to evaluating our supply partners and

contractors and schedule inspections/audits according

to identified risk.

We have information and guidance, including a complaint

reporting process, available to workers in our supply

chain. See https://worker-welfare.chorus.co.nz

In FY21 we continued to make worker welfare an everyday

part of our business, like health and safety, with initiatives

including:

• a Tell Chorus campaign where we talked directly to

technicians about our commitment and support,

including our worker welfare portal and independent

whistleblower process

• an online portal for Chorus employees to log

confidential reports of potential worker welfare

incidents or complaints

• worker welfare training for our employees with

technician facing roles to help them identify and

respond to potential issues.

Contract
scope

Maintenance of

copper and fibre;

fibre build outside

UFB areas

Connecting

premises

to fibre

UFB2 network

build

ContractorDowner

Ventia

UCG

Ventia

Electronet

Ventia

Contract

period

Until

March 2022

Until

March 2022

Until

December 2022

Figure 8:

Service company contracts

43Make New Zealand BetterChorus Sustainability Report 2021Thriving People

Supply chain strategy

Our objective is to have sustainable and valuable

supplier relationships. We’re focussed not just on cost,

but also on an enduring relationship that delivers value

to both parties and encourages innovation given the

rapid change within our industry. We consider a range

of criteria in evaluating potential suppliers including

environment, health and safety, worker welfare and

corporate reputation.

We work closely with our service company partners to

maintain our workforce at sustainable levels so we can

meet customer demand for fibre connections and deliver

a good customer experience. They have completed

strategic workforce plans for the expected decline in

workforce numbers as the UFB rollout winds down and

network fault volumes reduce as a result of decreasing

copper network connections.

Fixed price contracts are in place for the remaining UFB2

network deployment through to December 2022 and

for subsequent fibre connections to customers. From

March 2022 we expect to have new contracts in place for

maintenance of our copper and fibre networks, as well as

new fibre build outside our planned UFB areas.

44Make New Zealand BetterChorus Sustainability Report 2021Thriving People
Modern Slavery Statement

We’re committed to conducting our business in

accordance with high standards of social, labour and

ethical conduct.

In 2021 we published our first Modern Slavery Statement

(see www.chorus.co.nz/governance)

Chorus’ supply chains span around 1100 direct suppliers

with approximately $950m procurement spend in FY20.

Most of our direct supplier spend is in New Zealand.

We source a range of goods and services internationally,

mostly from countries in Europe, North America and Asia.

Beyond our service company partners, we have surveyed

targeted key suppliers to better understand their risks

and responses to modern slavery. For FY21 we focussed

on imported manufactured goods, especially in the

electronics and telecommunications network equipment

sectors.

The responses from our suppliers indicate that they share

our commitment to the proper treatment of all workers

and that they are taking steps to address the risk. Many of

our suppliers report under the UK reporting regime and

several are submitting statements under the Australian

legislation.

We also manage modern slavery risks during the

procurement lifecycle: including prequalification;

robust procurement practices; strong standard terms

and conditions; and an ongoing audit regime focussed

on our field workforce to assess supplier performance.

Codes of ethics

Our directors and employees are expected to act

honestly and with high standards of personal integrity.

Our codes of ethics set the expected minimum standards

for professional conduct. They also facilitate behaviours

and decisions that are consistent with our values,

business goals and legal and policy obligations.

Annual training is provided to our directors and

employees, including part-time workers and contractors.

Our people are encouraged to report any unethical

behaviour and are asked quarterly to register any

potential conflicts of interest. This process is subject to

internal audit and all reported breaches are investigated. A

third-party review in 2019 benchmarked our compliance

function against industry best practice.

Policies that reinforce the behaviours we expect at

Chorus, include:

Bribery and gifts

Acceptance of bribes, or gifts and other benefits

which could be perceived as influencing decisions, are

prohibited under our codes of ethics. Our Gifts and

Entertainment Policy applies to all directors, employees

and contractors. Gifts and entertainment over $150

require approval.

Chorus is not involved in any ongoing bribery and

corruption cases and no fines or settlements were

incurred for anti-competitive business practices in FY21.

Our Supplier Code of Conduct requires our suppliers to

comply with laws relating to anti-bribery and corruption.

This includes bribery, abuse of power, extortion, fraud,

deception, collusion, cartels and embezzlement.

Anti-bullying, harassment and discrimination

We’re committed to a psychologically and physically

safe working environment and we take a zero tolerance

approach to bullying, harassment and discrimination.

Anti-bullying training is provided each year. Our policy

reflects New Zealand legislation, such as the New Zealand

Bill of Rights Act 1990 and Human Rights Act 1993,

prohibiting discrimination and protecting the right to

freedom of expression.

Whistle blowing and fraud

We encourage confidential reporting of serious

misconduct or wrongdoing and suspected fraud or

corruption. A dedicated whistleblower email address and

phone number is provided. These are monitored by PWC

and are available to all employees and subcontractors.

A dedicated email address is also available for reporting

suspected fraud.

New Zealand law also provides protection to employees

who disclose information about serious wrongdoing in,

or by, an organisation. These protections are expected

to be enhanced by new legislation later in 2021. We did

not receive any reports of serious instances of unethical

behaviour by our employees in the year to 30 June 2021.

45Make New Zealand BetterChorus Sustainability Report 2021
Disclose the organisation’s governance around climate-related risks and opportunities.

Describe the Board’s oversight

of climate-related risks

and opportunities.

Our Board is responsible for Chorus’ risk management framework and governance. The Board expects Chorus to understand the

risks, opportunities and threats to its current and future business environment and respond to these tactically and strategically.

This includes:

• annually setting risk appetite and tolerances and determining principal risks;

• approving and regularly reviewing our Managing Risk Policy and supporting framework;

• promoting a culture of proactively managing risk; and

• through our Audit Risk Management Committee (ARMC), providing risk oversight and monitoring.

Principal risks are our key risks to the achievement of our strategy. These are assessed on a risk profile identifying likelihood of

occurrence and potential severity of impact. Current principal risk categories are identified via a comprehensive enterprise risk

management framework encompassing financial and non-financial risks. They include anticipating and responding to:

• customer/market risks: customer service and experience; revenue growth and market changes;

• operational risks: e.g. network and IT quality, availability and resilience; delivering effective and quality outcomes (including with

service partners); labour market risks;

• people & culture: e.g. health & safety; engagement; capability; talent and change management;

• regulatory risks and broader societal expectations: e.g. working within the regulatory and legal environment, and broader societal

expectations;

• capital management: e.g. working within appropriate capital management settings.

In addition to Principal Risks the Chorus Board or ARMC regularly receive updates on, and discuss with the Executive;

• unforeseen risks which are events that may disrupt Chorus’ Operating Model but is unknown if it would occur;

• emerging risks which are risks that are known to some degree but is not likely to materialize or have an impact in

the near term;

• business unit risks which are risks to the achievement of functional area strategies.

Our climate change risks and opportunities are reviewed within this framework.

See Sustainability Governance

and Stakeholder Engagement,

starting on page 9, and

Network Reliability, starting on

page 14.

Describe management’s role in

assessing and managing climate-

related risks and opportunities.


Principal risks are owned by relevant executives. This promotes integration into operations and planning and a culture of proactive risk

management. Notwithstanding individual ownership, our CEO and executive hold collective responsibility for considering how risk and

events interrelate and for managing our overall risk profile.

As mentioned above, Executive Management also considers unforeseen and emerging risks on a six-monthly basis and considers

Business Unit risks quarterly. Climate change risks may be reflected as a Principal, Emerging or Business Unit risk dependent on the

potential impact and likelihood of the risk to Chorus’ strategy.

Aspects of operational risks are identified under our risk management framework as climate-related risks. The GM Customer & Network

Operations is responsible for operational risks relating to our nationwide physical network. Mitigation includes planning for network

deployment and protection, as well as ongoing maintenance and fault management.

See Sustainability Governance

and Stakeholder Engagement,

starting on page 9.

Governance

Compliance with Task Force on Climate-related Financial Disclosures (TCFD)

TCFD Appendix

New Zealand is in the process of making climate-related disclosures mandatory for a number of entities, including listed issuers. The Ministry for the Environment has indicated that reporting

would be against a standard in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). While the details of the mandatory disclosures in New

Zealand have not been developed yet, the following is our current assessment on Chorus’ progress against those TCFD recommendations.

46Make New Zealand BetterChorus Sustainability Report 2021TCFD Appendix
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning where such information is material.

Describe the climate-related

risks and opportunities the

organisation has identified

over the short, medium,

and long term.

As discussed in the Network Reliability section of our Sustainability Report, damage or disruption to our network assets can

affect the delivery of telecommunications services to our customers (retail service providers) and their end users. Prolonged

service disruption may have a detrimental financial and/or reputational impact, particularly where it impacts a large area or

number of consumers. Operational risk created by extreme weather has therefore been identified as our main climate-related

risk over the short to medium term, as assessed against a risk profile identifying likelihood of occurrence and potential severity

of impact. Weather-related impacts are not considered material in this timeframe.

At the same time, our largest climate-related opportunity is the rollout of our fibre optic network. This is a significant investment

programme that has been underway since 2011 and it will have brought fibre within reach of approximately 1.36m homes and

businesses in New Zealand by the end of 2022. The fibre rollout is enhancing the resilience of our network to climate change

by enabling the replacement of our existing copper-based network. The copper network is more susceptible to weather-related

faults and consumes more electricity than fibre. The transition to fibre is expected to help reduce our electricity consumption

by 30 to 40%, thereby contributing to our objective of lowering our carbon emissions.

Growing consumer awareness of carbon emissions and the emerging recognition of fibre as the greenest broadband network

alternative, based on electricity usage and data/speed capability, may also benefit Chorus by encouraging increased fibre uptake

over alternative technologies.

Climate change may also directly or indirectly affect our business through changes in regulatory requirements (e.g. mandatory

TCFD reporting) or increased pricing for non-renewable energy sources (e.g. diesel required for back-up power generators and

carbon offsets). These effects are not considered material.

See Thriving Environment,

starting on page 16

and

Network Reliability, starting on

page 14.

Describe the impact of climate-

related risks and opportunities

on the organisation’s business,

strategy and financial planning.

The impact of climate-related risks and opportunities on our business, strategy and financial planning has been limited to date.

Our ongoing investment in a fibre to the premises network is helping mitigate the most significant potential transition and

physical risks related to climate change.

In FY19 Chorus commissioned an external climate change impact assessment to conduct high-level desktop risk screening

of our key network assets. This report identified that exposure of existing assets is most likely to occur along the New Zealand

coastline due to projected sea level rise. An 0.5 metre sea level rise, corresponding to projections to 2060 under representative

concentration pathway 8.5H+, identified that in the medium term;

—five exchanges of varying size may be at potential risk from coastal inundation

—0.3% or ~260 kilometres of core fibre routes are potentially at risk

—less than 0.5% of all point assets (exchanges, sites, terminal enclosures, underground utility boxes, and poles) are potentially

at risk.

See Thriving Environment,

starting on page 16

and

Network Reliability, starting on

page 14.

Describe the resilience of

the organisation’s strategy,

taking into consideration

different climate-related

scenarios, including a 2°C

or lower scenario.

Our current and long-term strategies are considered to be largely resilient to climate-related risks, including 2°C or lower

scenarios, because of the expected continuation of demand for the high-speed broadband capability delivered by our network.

As noted above, our investmentment in a fibre optic network is enhancing the resilience of our services and current modelling

suggests limited potential impact on our network assets from sea level rise over a long timeframe.

See Thriving Environment,

starting on page 16

and

Network Reliability, starting on

page 14.

Strategy

47Make New Zealand BetterChorus Sustainability Report 2021Section Heading
Disclose how the organisation identifies, assesses, and manages climate-related risks.

Describe the organisation’s

processes for identifying and

assessing climate-related risks

As noted above in the Governance and Strategy sections above, climate-related risks are identified within our risk

management framework.

Further detailed assessment has then been undertaken on aspects of the identified risks to inform our risk management

strategies. The assessment of climate-related risk to our network assets entailed the use of specialist external consultants

working with input from a cross-functional Chorus team.

This impact assessment has been used along with other network information, including experience from past extreme

weather events, to inform our ongoing network planning and management practices. Our network teams are continuing

to develop their awareness of potential climate change risk as local councils undertake and produce further data analysis.

Chorus has regular processes in place at Board and executive level to identify new or emerging risks. In addition, we have

management level programmes focussed on initiatives such as network protection and we undertake insurance-related risk

mitigation assessments on an annual basis.

See Sustainability Governance

and Stakeholder Engagement,

starting on page 9, and

Thriving Environment,

starting on page 16.

Describe the organisation’s

processes for managing

climate-related risks.

As detailed above, our management of climate-related risks is consistent with the process used for other risks. Principal

risks are allocated to individual executives to manage and risk mitigation initiatives are identified as part of this process.

Using the example of network risks from flooding or sea-level rise, as referred to above, we use external data and our

experience from past extreme weather events, to inform our ongoing network planning and management practices.

For example:

• we have a regular programme of building maintenance (e.g. flood protection work has been undertaken on the

South Dunedin exchange.)

• we use geotechnical surveys to identify potential landslip and other topographic risks when selecting fibre routes

in rural areas.

• we place our cables on the downstream side of bridges, as protection against flood damage.

• we use network expansion projects as opportunities to enhance network route diversity, thereby increasing the

robustness of our network (e.g. West Coast rollout to establish network route diversity for lower South Island).

• we’ll exit some ‘at risk’ network assets over time as we migrate customers from our copper network.

See Sustainability Governance

and Stakeholder Engagement,

starting on page 9, and

Thriving Environment,

starting on page 16.

Describe how processes

for identifying, assessing,

and managing climate-related

risks are integrated into

the organisation’s overall

risk management.

As noted above, the identification, assessment and management of climate-related risks is undertaken within our existing

risk management practices and framework.

See Sustainability Governance

and Stakeholder Engagement,

starting on page 9, and

Thriving Environment,

starting on page 16.

Risk Management

48Make New Zealand BetterChorus Sustainability Report 2021TCFD Appendix
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.

Disclose the metrics used

by the organisation to assess

climate-related risks and

opportunities in line with

its strategy and risk

management process.

We measure our electricity usage across our network and and monitor our greenhouse gas emissions.

The number of homes and businesses connected to our network and the performance of our network (speed, data usage

and service impacts) are other metrics we report that may have relevance to climate-related risks or opportunities.

See Thriving Environment,

starting on page 16.

Disclose Scope 1, Scope 2,

and if appropriate, Scope

3 Greenhouse Gas (GHG)

emissions, and the

related risks.

We have reported our Scope 1, 2 and 3 emissions (limited) since we were established as a listed company in 2011. In that time

we’ve avoided a net cumulative 84 kilotonnes of carbon dioxide equivalent emissions (CO2e), including Scope 3 emissions.

Network electricity consumption accounts for the majority of our combined Scope 1 and 2 emissions. The national grid has

been mostly over 80% renewable since 2015, although carbon intensity has increased over the past few years. The migration

of end users from our copper network to the newer fibre network is expected to reduce our future emissions by reducing our

electricity needs. Current Scope 3 emissions reported are expected to reduce as fibre uptake grows because less technician

visits will be required for network faults, relative to the copper network.

High-speed broadband networks are also recognised as enabling carbon savings by end users through increased teleworking

and reduced reliance on travel that produces carbon.

See Sustainability Governance

and Stakeholder Engagement,

starting on page 9, and

Thriving Environment,

starting on page 16.

Describe the targets used by

the organisation to manage

climate-related risks and

opportunities, and

performance against targets.

Chorus reports its carbon emissions annually to CDP. We have a science-based target (not yet verified) of achieving an 80%

reduction in our scope 1 and 2 greenhouse gas emissions, from our FY12 base year, by 2030. In FY21 we achieved a 33%

reduction against this target.

The rollout of our fibre to the premises network since 2011 is enabling the transition of end users to a more energy efficient

and resilient network. We are on track to complete this network rollout by December 2022 and have achieved 65% uptake of

the fibre network to date. By continuing to drive fibre uptake higher we can begin to shut down our copper network, thereby

contributing to our carbon reduction target.

See Thriving Environment,

starting on page 16.

Metrics and Targets

Directory
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NEW ZEALAND

Level 10, 1 Willis Street

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P: +64 800 600 100

AUSTRALIA

C/– Allens Corporate Services Pty Limited

Level 28, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

www.chorus.company.co.nz/sustainability

ARBN 152 485 848

---

Our focus in FY21 was to help consumers capitalise
on the gigabit head start our fibre network has

given New Zealand. We knocked on about a quarter

of a million doors and supported our 100 or so

retailers to connect another 120,000 consumers to

fibre. This saw fibre uptake grow from 60% to 65%

across the year and represents strong momentum

towards our target of 1 million connections in

2022. Pleasingly, we lifted customer satisfaction

again, up from 8.1 out of ten to 8.2 for installations

and up from 7.3 to 7.5 for service to homes with an

existing or ‘intact’ fibre socket.

Softer market conditions due to the ongoing effects of

COVID-19 on demand, together with competition from other

fibre and wireless networks, resulted in a $12 million drop in

revenue compared to FY20. Operating expenses reduced by

$13 million, reflecting our continued tight management of costs

and the absence of the significant one-off COVID-19 costs

experienced in FY20.  This helped us just achieve our goal of a

modest increase in EBITDA, with FY21 EBITDA of $649 million

up $1 million from FY20. Net profit after tax was $47 million

compared to $52 million in FY20.

A fully imputed final dividend of 14.5 cents per share will be paid

on 12 October 2021, bringing total dividends for FY21 to 25 cents

per share.

dear investors

Dividend reinvestment plan

for shareholders

A dividend reinvestment plan is available to our Australian

and New Zealand resident shareholders. There will be a

2% discount rate applied for the 12 October 2021

dividend payment.

If you haven’t previously registered to participate and wish

to do so, you’ll need to have registered your participation

by 5:00pm (NZ time) on 15 September 2021.

You can register, or deregister, by logging into your

Computershare profile at www.investorcentre.com/nz

or downloading the Participation Notice at

www.chorus.co.nz/dividends and returning it to

Computershare.

The full terms of the reinvestment plan can be read

in our Offer Document dated February 2016 at

www.chorus.co.nz/dividends, or you can request a

copy free of charge. Our most recent audited financial

statements, and auditor’s report, are included in our 2021

annual report, which is available free of charge on request

and at www.chorus.co.nz/financial-results.

1 Excludes partly subsidised education connections provided as part of Chorus’ COVID-19 response.

2 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key performance

indicator and we believe it assists investors in assessing the performance of the core operations of our business.

3 Based on the average response to four key engagement questions.

FY21 result overview

Fibre connections

1

Net profit after tax

FY21

871,000

FY20

751,000

FY21

$47m

FY20

$52m

Fixed line connections

1

Broadband connections

1

FY21

1,180,000

FY20

1,206,000

FY21

1,340,000

FY20

1,415,000

EBITDA

2

Customer satisfaction

FY21

Installation

FY21

Intact

FY21

$649m

FY20

$648m

Dividend

Employee engagement score

3

FY21

8.5 out of 10

3

FY21

25cps

FY20FY20

24cps8.5

8.2 out of 10

(target 8.0)

7.5 out of 10

(target 7.5)

Making

New Zealand

Better

Figure 2 :
Average monthly usage per connection on our fibre network

We continued to expand our fibre footprint under our public-

private partnership with the Government. There are just

53,000 or so homes and businesses remaining to pass by

the end of 2022. Hundreds of small provincial communities

can already enjoy the socio-economic benefits of fibre

connectivity. As New Zealand turns its focus to the challenges

of climate change, there is a growing appreciation too of the

environmental benefits of fibre broadband. As the greenest

broadband technology, using materially less electricity than

copper or mobile technology, fibre is reducing Chorus’

network energy needs. It is also enabling New Zealanders

to work more flexibly, lowering commuting-driven carbon

emissions.

Broadband’s role as an essential utility is reflected in the

ongoing surge in data demand. Monthly average household

data usage, including both downloads and uploads, grew

from 350 gigabytes (GB) to 432GB across the year. Fibre

customers averaged 500GB in June, up from 436GB the year

before. At the same time, demand for reliable high capacity

broadband was evident in 1 gigabit per second (Gbps)

connections growing to 19% of our fibre connections, up

from 16% last year. This growth is being increasingly driven by

new entrant retailers from the electricity and pay TV sectors.

We enhanced our product portfolio during the year with

new services to support greater industry peering and data

centre connectivity. An 8Gbps Hyperfibre plan was launched

and our in-home Wi-Fi service is being used by some

smaller retailers. These are not yet large revenue earners,

but they underpin our role as a neutral host helping improve

New Zealand’s connectivity.

We did face some headwinds. COVID-19 continued to make

its presence felt with several short lockdowns in Auckland

affecting our fibre marketing activity. The historic levels of

growth in the broadband market have also been constrained

significantly by restrictions on migration into New Zealand.

These pressures, together with the loss of international

roaming revenue, have seen the traditional vertically

integrated mobile network providers increase their focus on

switching their customers from our network to their fixed

wireless solutions.

At times, these campaigns have led to customer confusion,

especially about the status of the copper network, and

we continue to advocate for clearer product disclosure

requirements to help ensure a level playing field. This is

especially important because fixed wireless services don’t

provide the same level of service as fibre - or even VDSL in

most cases – and these service limitations often aren’t made

clear to the customer.

As expected, other fibre companies continued to win copper

customers in those areas where they have overbuilt our

network with fibre. Together, these factors meant we ended

FY21 with 1,340,000 fixed line connections, down 75,000

lines from the year before. Within this total, broadband

connections were down 26,000 to 1,180,000. Most of this

reduction was in other fibre company areas. Our broadband

connections grew by 5,000 in our UFB areas, helped by

strong premises growth. These totals exclude the 10,000

student households we’ve continued to keep connected

to broadband as part of our COVID-19 response, partly

subsidised for the last quarter by the Ministry of Education.

FY21 overview

0

100

200

300

400

500

600

Jun-21Dec-20Jun-20Dec-19Jun-19Dec-18Jun-18Dec-17Jun-17Dec-16Jun-16Dec-15

DownstreamUpstream (shown from June 2020 onwards)

Average monthly usage (gigabytes)

COVID-19 lockdowns



Average monthly data usage grew by almost a quarter through FY21 from 350GB to 432GB, with fibre consumers averaging 500GB

a month by the end of the year. Average throughput on our network at these times is close to consistently touching the 3 terabit

per second record that was set during the nationwide lockdown in March 2020. Peak time traffic around 9pm grew by 28%.

FY22 is a crossroads year for Chorus and
the ongoing development of New Zealand’s

broadband landscape. We’ve invested billions of

dollars since 2011 to help create a fibre network

that other countries are now racing to replicate.

The challenges of COVID-19 have accelerated

the digitalisation of socio-economic activity

and demand for bandwidth that’s always on has

made fibre networks a must have. In Australia

the government-owned National Broadband

Network has said it will upgrade up to 2 million

more premises to full fibre. In the United

Kingdom, BT has committed to take fibre to

25 million homes after regulatory commitments

to a fair return on fibre investment.

With our fibre network now 95% complete, our strategy for

FY22 remains largely unchanged. At its core, we’re more

focussed than ever on making New Zealand better. We want

to keep unlocking the potential of fibre by continuing to

connect people and technology, while developing services

that underpin even better applications and use of the cloud.

We’ve put our new sustainability policy at the heart of our

strategy with an emphasis on helping more Kiwis participate

in a positive digital life. Our first Sustainability Report has

been published alongside our Annual Report. Greater

adoption of digital tools and solutions, backed by the low

emission advantages of fibre broadband, has an important

part to play in accelerating New Zealand’s journey to carbon

neutrality. We’ll be working with groups like Senior Net

and Digital Journeys to help close the digital divide and

strengthen digital skills of people and businesses.

We’ve got plenty of work to do to get to our goal of 1 million

fibre connections by the end of 2022. Fixed wireless

services can deliver a broadband service that may provide

a credible alternative for some customers, depending on

things like coverage and data needs. We’re comfortable

with competition, but we believe consumers should be fully

informed about their options and the characteristics of the

product they are paying for. Too often we’re being contacted

by consumers who haven’t realised that they’ve been

switched from a fixed line, or where their wireless service is of

a lower quality.

This is why we’ve been investing in strong public information

campaigns and advertising activity. We want consumers

to be able to make an informed choice. We’ve also been

providing retailers with marketing incentives to promote

fibre uptake. These are a critical tool for us when mobile

network operators have substantial retail market power, large

incumbent customer bases, and prefer that consumers use

their wireless networks. The playing field is further tilted

in their favour because, unlike fibre, fixed wireless services

aren’t subject to price or quality regulation.

We’re encouraged by recent Commerce Commission

proposals to require retailers to provide clearer product

disclosure for consumers. However, we’re concerned by the

suggestion in the Commission’s draft price-quality decision

that our retailer incentives require a drawn-out approval

process. This would tilt the retail broadband market in the

favour of large incumbents that do not have the willingness

to promote fibre like the smaller retailers do.

We wrote to the Commission to express our concern that this

approach and their draft cuts to our expenditure proposals

do not adequately reflect our market context. Taken together

with the low WACC settings and our proposed initial asset

valuation of $5.5 billion, there is a genuine risk that the

new regulatory framework could discourage anything but

essential investment for the next three years.

Chorus’ share price has dropped substantially over the last

six months, reflecting initial asset valuations below market

expectations and the potential for the cap on our regulated

fibre revenues to be set below our business plan forecasts.

Investors are concerned that the regulatory process has

retrospectively written down the value of the investment

we’ve made in the fibre network over the last decade. This is

an extremely poor advertisement for investment in future

New Zealand infrastructure public-private partnerships.

Market analysis suggests that a fairer approach to our

investment risks, the cost of equity and the treatment of

Crown funding should value the fibre network at more than

$7 billion. Our initial $5.5 billion valuation, based on measures

that don’t reflect our commercial reality, means we’ve had to

propose acceleration of depreciation as a way to bridge the

potential gap between our business plan revenue forecasts

and the revenue cap for 2022 to 2024.

Please visit www.chorus.company.co.nz/sustainability to read our

Sustainability Report 2021.

Outlook

With fibre uptake at 65%, a revenue cap that doesn’t allow

for growth at the rate we’ve forecast means we would be

discouraged from making ongoing discretionary investment

in fibre. We’ve already responded to investor feedback by

ruling out expansion of the fibre footprint into more rural

areas under current settings. Our investment appetite for

things like the expansion of our Hyperfibre footprint and

projects to enhance network resilience will also be shaped

by regulatory outcomes.

Sustainability

Report 2021

This is Chorus’ first sustainability report,

reflecting our ambition and commitment to

support New Zealand in its transition to be

more sustainable.

Make

New Zealand

Better

If you’d like more detail on our financial results, the annual
report and a recorded webcast of our results briefing will be

available on our website at www.chorus.co.nz/reports

In the meantime, we’re proceeding with our current business

plan. We’ll continue to promote the migration of copper

customers to fibre and there will be a growing, but still very

modest, number of copper broadband cabinets that we can

retire. And just so there’s no confusion, our copper network

is not being shut down on a widespread basis. It’s still very

much a street by street proposition. As the Commerce

Commission’s broadband monitoring shows, our copper

network continues to provide a high quality of service.

We’ll keep making our organisation more adaptive and even

easier for customers to deal with. In FY22 we’re lifting our

focus on customer experience measures from installations

and intact connections to include a new service assurance

measure. Customer experience will also be an important

element of our new service company contracts from

March 2022.

The unrelenting growth in demand for data, the increasing

reliance on both high-speed download and upload

performance, as well as the emerging awareness of fibre

broadband’s contribution to sustainability, are all underlying

trends that support our business. Our Hyperfibre services

are already making 8Gbps symmetrical speeds available

and 25Gbps capability is on the horizon. This is why fibre

remains the world’s fastest growing and most future proof

access technology.

The rapid evolution of cloud computing and Wi-Fi capability

is exciting and points to future revenue opportunities for us

to explore. We’ve made a promising start with EdgeCentre

facilities and services that leverage our role as a neutral host.

Wi-Fi applications and technologies are where significant

innovation is occurring and governments around the world

have begun to acknowledge this with increased Wi-Fi

spectrum allocations.

Decisions on policy matters like this and within our

broader regulatory context have the potential to amplify

the consumer benefits from fibre in the next few years.

New Zealand has a gigabit head start over the rest of the

world. Let’s make the most of that advantage.

Thank you for your support of Chorus.

Kind regards,

Figure 3:

Our network infrastructure

~600

exchanges

~12,000


cabinets

~300,000


poles

~65,000km duct network~57,000km fibre (excluding service leads)


~130,000km of copper

We have about 820 permanent and fixed term

employees and 140 independent contractors for

our core operations. Several thousand service

company workers and subcontractors undertake

activity on our behalf.

Our network infrastructure enables ~100

retail service providers to connect homes

and businesses nationwide.

We’re a wholesale only, fixed line

telecommunications network operator.

A 2017 study

1

estimated the wider social benefits

from fibre uptake at about NZ$2 billion annually,

in addition to a $3 billion annual contribution to

GDP from business uptake.

73% of our broadband connections are fibre,

enabling rapid growth in broadband speeds

and data demand. 8Gbps Hyperfibre speeds

just launched.

Gigabit broadband and our fibre backhaul is

underpinning the development of sustainable

communities through connections to devices and

other network connectivity.

1. Sapere Research Group: Estimating the wider socio-economic

impacts of Ultra Fast Broadband for New Zealand, August 2018.

---

Annual Report 2021
01 Chorus Board and management overview

14 Management commentary

24 Financial statements

60 Governance and disclosures

92 Glossary

Patrick Strange
Chair

Mark Cross

Chair Audit & Risk Management Committee

FY21 results overview

1 Excludes partly subsidised education connections provided as part of Chorus’ COVID-19 response.

2 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key

performance indicator and we believe it assists investors in assessing the performance of the core operations of our business.

3 Based on the average response to four key engagement questions.

EBITDA

2

Customer satisfaction

DividendEmployee engagement score

3

Fixed line connections

1

Broadband connections

1

Fibre connections

1

Net profit after tax

FY21

25cps

FY20

24cps

FY21

8.5 out of 10

3

FY20

8.5

FY21

871,000

FY20

751,000

FY21

$47m

FY20

$52m

FY21

1,180,000

FY20

1,206,000

FY21

1,340,000

FY20

1,415,000

FY21

Installation

8.2 out of 10

(target 8.0)

FY21

Intact

7.5 out of 10

(target 7.5)

FY21

$649m

FY20

$648m

This report is dated 23 August 2021 and is signed on behalf of the  Board of Chorus Limited.

Annual Report 20211
Dear investors

Our focus in FY21 was to help consumers

capitalise on the gigabit head start our fibre

network has given New Zealand. We knocked

on about a quarter of a million doors and

supported our 100 or so retailers to connect

another 120,000 consumers to fibre. This saw

fibre uptake grow from 60% to 65% across the

year and represents strong momentum towards

our target of 1 million connections in 2022.

Pleasingly, we lifted customer satisfaction again,

up from 8.1 out of ten to 8.2 for installations and

up from 7.3 to 7.5 for service to homes with an

existing or ‘intact’ fibre socket.

We continued to expand our fibre footprint under our

public-private partnership with the Government. There

are just 53,000 or so homes and businesses remaining

to pass by the end of 2022. Hundreds of small provincial

communities can already enjoy the socio-economic benefits

of fibre connectivity. As New Zealand turns its focus to the

challenges of climate change, there is a growing appreciation

too of the environmental benefits of fibre broadband.

As the greenest broadband technology, using materially

less electricity than copper or mobile technology, fibre is

reducing Chorus’ network energy needs. It is also enabling

New Zealanders to work more flexibly, lowering commuting-

driven carbon emissions.

Broadband’s role as an essential utility is reflected in the

ongoing surge in data demand. Monthly average household

data usage, including both downloads and uploads, grew

from 350 gigabytes (GB) to 432GB across the year. Fibre

customers averaged 500GB in June, up from 436GB the year

before. At the same time, demand for reliable high capacity

broadband was evident in 1 gigabit per second (Gbps)

connections growing to 19% of our fibre connections, up

from 16% last year. This growth is being increasingly driven by

new entrant retailers from the electricity and pay TV sectors.

We enhanced our product portfolio during the year with

new services to support greater industry peering and data

centre connectivity. An 8Gbps Hyperfibre plan was launched

and our in-home Wi-Fi service is being used by some

smaller retailers. These are not yet large revenue earners,

but they underpin our role as a neutral host helping improve

New Zealand’s connectivity.

We did face some headwinds. COVID-19 continued to make

its presence felt with several short lockdowns in Auckland

affecting our fibre marketing activity. The historic levels of

growth in the broadband market have also been constrained

significantly by restrictions on migration into New Zealand.

These pressures, together with the loss of international

roaming revenue, have seen the traditional vertically

integrated mobile network providers increase their focus on

switching their customers from our network to their fixed

wireless solutions.

At times, these campaigns have led to customer confusion,

especially about the status of the copper network, and

we continue to advocate for clearer product disclosure

requirements to help ensure a level playing field. This is

especially important because fixed wireless services don’t

provide the same level of service as fibre - or even VDSL in

most cases – and these service limitations often aren’t made

clear to the customer.

As expected, other fibre companies continued to win copper

customers in those areas where they have overbuilt our

network with fibre. Together, these factors meant we ended

FY21 with 1,340,000 fixed line connections, down 75,000

lines from the year before. Within this total, broadband

connections were down 26,000 to 1,180,000. Most of this

reduction was in other fibre company areas. Our broadband

connections grew by 5,000 in our UFB areas, helped by

strong premises growth. These totals exclude the 10,000

student households we’ve continued to keep connected

to broadband as part of our COVID-19 response, partly

subsidised for the last quarter by the Ministry of Education.

Softer market conditions due to the ongoing effects of

COVID-19 on demand, together with competition from other

fibre and wireless networks, resulted in a $12 million drop in

revenue compared to FY20. Operating expenses reduced by

$13 million, reflecting our continued tight management of

costs and the absence of the significant one-off COVID-19

costs experienced in FY20.  This helped us just achieve our

goal of a modest increase in EBITDA, with FY21 EBITDA of

$649 million up $1 million from FY20. Net profit after tax was

$47 million compared to $52 million in FY20.

A recruitment freeze for non-critical roles was in place

for much of FY21. This, together with changes to our

organisational structure through the year, saw total employee

numbers reduce to 817. We appreciate the resilience and

professionalism of Chorus employees through this period.

Some of this change reflects our drive to become a more

adaptive organisation. We’ve introduced agile practices into

our technology teams and are focusing on identifying more

opportunities to simplify the way we operate. Despite the

broad spectrum of change we’re operating in, employee

engagement was consistent with FY20 at 8.5 out of ten.

Our flexible working policy has played a large part in this

outcome with most employees working from home at least

two days a week.

A considerable amount of our people’s time and focus was

again required to help with the new utility-style regulatory

regime being established for our fibre access network.

As we noted last year, the Commerce Commission’s initial

settings don't at all reflect the commercial realities of our

investment in fibre. Our subsequent modelling based on

the Commission’s initial draft price-quality decisions has

suggested asset valuation outcomes that have disappointed

investors and could constrain regulated revenues below our

business plan for 2022 to 2024. Such outcomes would lead

to perverse incentives under the regime. We continue to

engage with the Commission on ways to deliver a transition

to the new framework that encourages ongoing investment

for consumer outcomes. It would be a poor outcome for

New Zealand consumers if this wasn’t achieved.

A fully imputed final dividend of 14.5 cents per share will be

paid on 12 October 2021, bringing total dividends for FY21 to

25 cents per share.

HAVE SIGNATURE WILL

PLACE ON APPROVAL

Annual Report 20212
1.1 UFB rollout 95% complete

We finished FY21 with 871,000 active fibre connections

nationwide, up from 751,000 the year before. About 837,000

of these connections were within our planned ultra fast

broadband (UFB) footprint.

Together, the UFB1 and 2 projects have made fibre available

to about 1.28 million homes and businesses. Across the UFB1

area, where deployment work was completed in late 2019, fibre

uptake grew from 63% to 69% of homes and businesses. Uptake

in New Zealand’s largest city, Auckland, rose from 68% to 75%.

In UFB2 areas, uptake grew from 37% to 42%, even with the

rollout continuing to add a significant number of available

addresses. Another 69,000 homes and businesses were

passed during the year, from Whitianga with more than 3,000

premises to Fox Glacier with just 100.

Figure x:

Chorus UFB uptake

0%

50%

40%

30%

20%

10%

60%

70%

80%

90%

100%

UFB1UFB2UFB1 contractual uptake target (by 2020)

FY12

FY19FY18FY17FY16FY15FY14FY13FY20FY21

Figure 1:

Fibre uptake – UFB rollout

1.2 Driving fibre uptake as an active wholesaler

We have a range of in-market activity to promote uptake

of fibre services and help consumers understand that

nothing beats a fibre connection when it comes to reliable,

uncongested and unlimited broadband. Our approach has

become even more important with the large, traditional

broadband retailers preferring to promote their own mobile

and fixed wireless network solutions to their incumbent

customers for financial reasons.

In FY21 our activity was concentrated around our own door

knocking campaigns, retailer incentives and leveraging our

Fibre – It’s how we internet now advertising campaign at

national and local levels. Our managed migration campaigns

again proved very successful in stimulating fibre demand.

About 61,000 addresses received an installation through our

door knocking and direct marketing efforts, up from 32,000

last year. Approximately 30,000 connections resulted from

our migration programme installations.

We provided a range of incentives for retailers to, for

example, migrate ‘late adopters’ from copper to fibre and

win offnet customers onto the 1 gigabit fibre service. Fibre

solutions for price conscious consumers were encouraged

with an incentive for retailers offering a standalone price

point of $60 or less for entry level 50Mbps fibre plans.

The combination of incentives and marketing activity in

UFB1 fibre areas with comparatively low uptake produced

good results. The Wellington-Kapiti region, where we have

had historically low market share due to the presence

of a competing cable network, saw uptake increase by

approximately 10%.

1.3 Customer experience

We’re focussed on doing everything we can to keep improving

the experience consumers have when they connect to

fibre. We were pleased to see customer satisfaction for

fibre installations increase again in FY21, to 8.2 out of 10.

This was above our target of 8.0 on a 12-month average.

Strong satisfaction scores through the year reflect the work

we’ve done with retailers on processes and communication,

a greater proportion of orders via our door knocking

programme and a reduction in the number of delayed

installations. Door knocking typically produces a smoother

connection process because of direct conversations with the

consumer, but we continue to invest so that retailer-driven

connections are as effective as possible.

We put a lot of effort into improving the connection

experience of customers when they move to fibre ‘intact’

premises. These are homes, or businesses, where fibre is

already installed and we just need to activate the broadband

service. We worked closely with retailers to identify initiatives

including clearer communication about the processes for

retailers and consumers, reducing the activation time to

as little as one hour and identifying solutions for situations

where a previous homeowner’s service had not yet been

disconnected. These initiatives produced strong results

and lifted customer satisfaction from 7.3 to our rolling

three-month target of 7.5.

Our investment in automating and streamlining our systems

and processes continues to help retailers enhance their own

service delivery, drive longer term reductions in our operational

costs, and enable much better service to consumers.

Enhanced options for fault diagnosis, for example, has reduced

unnecessary technician visits by almost half. This has in turn

helped us improve restoration times for genuine network faults.

Optimisation of queries into our call centre and the speeding

up of order processing were other areas of focus in FY21.

1.4 Data demand

Average monthly data usage grew by almost a quarter

through FY21 from 350GB to 432GB, with fibre consumers

averaging 500GB a month by the end of the year. Average

throughput on our network at these times is close to

consistently touching the 3 terabit per second record that

was set during the nationwide lockdown in March 2020.

Peak time traffic around 9pm grew by 28%.

Annual Report 20213
This rapid data growth points to the ongoing rise in

consumers streaming online content and we expect this

strong growth to continue in coming years. NZ On Air

consumer research in mid-2020 suggested digital media

audiences were on the cusp of overtaking traditional media

audiences for the first time, with YouTube the leading digital

platform. Daily streamed video on demand had grown to 95

minutes per person from just six minutes the year before.

Other market research has noted the strong growth in video

on-demand subscriptions as the popularity of services like

Netflix, Disney+ and Amazon Prime Video continues to build.

The shift to online content is only likely to continue

in FY22 with local TV networks expected to offer content

from NBC Universal and Discovery+ as part of their

streaming platforms.

These trends continue to support our forecast of 1,000GB

average monthly demand by 2024. 4K capable TV sets are

sold widely and 4K quality content is beginning to emerge

across online platforms. The shift to online gaming platforms

is expected to drive bandwidth demand further again, as will

the future availability of 8K TVs and content.

Figure 2 :

Average monthly usage per connection on our fibre network

0

100

200

300

400

500

600

Jun-21Dec-20Jun-20Dec-19Jun-19Dec-18Jun-18Dec-17Jun-17Dec-16Jun-16Dec-15

DownstreamUpstream (shown from June 2020 onwards)

Average monthly usage (gigabytes)

COVID-19 lockdowns



As expected, the experience of COVID-19 lockdowns and

the shift to more working from home has had a noticeable

effect on consumer behaviour. Daytime bandwidth demand

reflects greater upstream traffic, due to more use of

videoconferencing, and consumers place greater value on

reliable broadband at home. This is reflected in retailers now

offering broadband packages tailored to people spending

more time working from home, with an emphasis on features

such as upload performance and security. We’ve also seen

uptake of 1Gbps connections on our network grow from 16%

to 19% of mass market fibre connections over the year.

The Commerce Commission’s independent broadband

monitoring reports continue to highlight the strong

performance of fibre relative to other technologies when

it comes to features like latency, speed and two-way

traffic. Our fibre and VDSL copper broadband services are

consistently shown as performing better than 4G fixed wireless

at peak times. This reflects the shared nature of wireless

networks, that makes them more prone to congestion.

The report also noted that fixed wireless connections are

more likely to experience issues with applications requiring

low latency, such as online gaming and video calls.

Despite this independent evidence, wireless broadband

providers are not required to disclose the expected

performance of their service. This is the one area of

New Zealand’s broadband regime where we believe

consumer protections are falling very short. In Europe

and Australia, broadband providers for fixed and wireless

networks have the same standards of product disclosure.

In New Zealand, only fixed line broadband consumers are

told exactly what they are getting. This difference is very

concerning when we continue to field reports of consumers

being transferred to a wireless service if they don’t object

within a certain timeframe (known as inertia selling). Some of

these consumers were previously on VDSL services that

provided better performance than the wireless service they

were transferred to.

Annual Report 20214
Figure 3:

Average daily internet usage across the Chorus network 2018 – 2021

Peak trac of 2.81Tbps

2018202120192020

Average daily usage (Tbps)

0

1

2

3

12:00 PM8:00 PM4:00 PM12:00 PM8:00 AM4:00 AM12:00 AM

1.5 Product development

We launched a range of new services through the year as

part of our strategic priority to grow new revenue.

The biggest area of development was in the backhaul space.

Our new mobile access service is growing as mobile network

providers expand their coverage in both urban and rural

areas. We launched a peering service in conjunction with

the New Zealand Internet Exchange to enable retailers to

peer (i.e. exchange data directly between each other) via

our Mount Eden exchange. A new EdgeConnect service

also enables traffic to be connected to a centralised

Internet Exchange from a different city or region using our

extensive network reach. We believe these new services will

significantly improve the peering landscape in New Zealand

with enhanced interconnectivity between service providers.

We developed a backhaul service to connect data centres to

our exchanges and to other data centres. At the same time,

we continue to believe there is a strong opportunity for us

to use our exchanges to support the growing shift in cloud

computing services to network edges. The original trial rack

spaces in our Mount Eden EdgeCentre space are now filled

and we’ve opened new space in Tauranga. We don't intend

to compete with fully fledged data centres, but we believe

that there is a strong opportunity for us to use our exchange

space to support the growing shift in cloud computing

services to network edges. 

We drove rapid uptake of our small business plans with

businesses recognising the added value we’ve provided

through the introduction of enhanced service level

commitments. Fibre connections to smart locations such

as CCTVs and traffic lights continued to grow, but the pace

slowed because of the economic effects of COVID-19.

We expanded on the 2 and 4Gbps Hyperfibre services we

launched in 2020 with the introduction of an 8Gbps service in

Auckland and Wellington. These advanced speeds have been

made possible by the next wave of passive optical network

(PON) technology. Our regular UFB fibre services are provided

on gigabit PON (GPON) technology, while Hyperfibre services

use 10-Gigabit-symmetrical PON (XGS-PON). With the

rapid growth in data needs and the acceleration in fibre

deployments globally, network vendors are already trialling

25 gigabit services as the next evolution in fibre capability.

Annual Report 20215
Figure 4:

Our network infrastructure

1.6 Optimising our non-fibre assets

One of our four strategic pillars is to optimise our non-fibre

assets. We made good progress in FY21.

The Commerce Commission published the final Copper

Withdrawal Code in late 2020, enabling us to begin a small

scale trial of withdrawing copper services in areas where fibre

is available. We’re required to give customers six months'

notice of our intention and have done this for about 1,100

addresses across 129 cabinets to date. This is focused on

cabinets where customer numbers are low and the copper

maintenance costs are very high. The first of these cabinets

are due to be turned off in September 2021. The trial will

be extended to more cabinets as we develop our processes

and the number of customers remaining on copper cabinets

reduces to levels where withdrawal makes sense.

Another programme is underway to rationalise the legacy

network equipment we have in Spark exchanges. This will

result in ongoing cost savings. We’re also reviewing our

network needs outside our fibre areas and we began

disposing of sites that are now non-essential. This includes

old radio sites and surplus exchanges that are no longer

economic to maintain.

2.0

We have about 820 permanent and fixed term

employees and 140 independent contractors for

our core operations. Several thousand service

company workers and subcontractors undertake

activity on our behalf.

Our network infrastructure enables ~100

retail service providers to connect homes

and businesses nationwide.

We’re a wholesale only, fixed line

telecommunications network operator.

A 2017 study

1

estimated the wider social benefits

from fibre uptake at about NZ$2 billion annually,

in addition to a $3 billion annual contribution to

GDP from business uptake.

73% of our broadband connections are fibre,

enabling rapid growth in broadband speeds

and data demand. 8Gbps Hyperfibre speeds

just launched.

Gigabit broadband and our fibre backhaul is

underpinning the development of sustainable

communities through connections to devices and

other network connectivity.

~600

exchanges

~12,000


cabinets

~300,000


poles

~65,000km duct network~57,000km fibre (excluding service leads)


~130,000km of copper

1. Sapere Research Group: Estimating the wider socio-

economic impacts of Ultra Fast Broadband for

New Zealand, August 2017.

Annual Report 20216
The New Zealand market

COVID-19 has slowed overall growth of the

New Zealand broadband market, increasing

competitive intensity between the 100 or so

retail broadband retailers. Industry reports

continue to suggest large incumbent retailers

are experiencing declining market share.

This reflects the way our open access network

fosters competition, enabling all retailers to

offer services on an equivalent basis.

2.1 Bundling of complementary services

Retailers that bundle electricity and broadband services are

winning a growing share of fibre uptake. This bundling play is

being mirrored by Australian electricity retailers.

Contact Energy is particularly active in our market with some

of the sharpest 100Mbps pricing at about $60 per month

when bundled with electricity. This compares to an industry

average of around $85 monthly. Contact is the second

largest electricity and gas retailer with more than 400,000

customers and has doubled its broadband customers to

about 50,000 in FY21.

Trustpower is the fifth largest electricity retailer. It has been

bundling broadband for some years and has grown to be

the fifth largest broadband retailer, with about 110,000 telco

connections. In June its retail business was purchased by

Mercury Energy, New Zealand’s fourth largest electricity

retailer, subject to shareholder and regulatory approval. If the

sale proceeds, Mercury’s scale is expected to drive even

more bundling momentum in the market.

Vocus New Zealand has been offering electricity to its telco

customers for some time. It is the third largest broadband

retailer and media reports suggest it may be sold in a

sharemarket listing following a change in the ownership of

Vocus Australia.

Another significant market development was Sky TV’s entry

into the broadband market in the second half of FY21. Sky TV

delivers most of its pay TV content via satellite with set-top

boxes in about one-third of New Zealand households. It also

has approximately 350,000 streaming customers. It has

selected the 1Gbps fibre plan as its ‘hero’ product with a retail

price of $79 for unlimited data for its set-top box customers.

Figure 5:

The New Zealand fixed line market

Rationalisation, new entrants and new business models are disrupting the New Zealand market.

Note: Fibre to the premises will cover ~87% of NZ population by the end of 2022

Power + Broadband

Mobile networkWireless Broadband

Chorus

Nationwide network access

wholesaled to ~100 retail service providers;

Fibre to pass ~1.36m homes and businesses

Local Fibre Companies:

Enable – Ultrafast Fibre – Northpower

Fibre past ~450k homes and businesses

Retail Service

Providers:

Local Media:

(Broadcast)

Local Media:

(On Demand)

Fixed Line

Access

Networks:

TV3

3Now

BBC iPlayer Apple TV Google Play Netflix YouTube Hulu Amazon Disney+

International

media providers:

OnDemand

TVNZSky TV

Neon

Trustpower

Others e.g.

Slingshot, Orcon, Flip

Vocus

Vodafone TV

Vodafone

HFC cable in

Wellington +

Christchurch

(~60k customers)

Spark Sport

+Skinny

Spark

2degrees

Sky

Megatel

Nova Energy

Contact Energy

MyRepublic

Voyager

NOW

Annual Report 20217
2.2 The growing role of Wi-Fi

A notable feature of retail broadband offers in the last 12

months has been the focus on in-home Wi-Fi solutions.

Poor performing Wi-Fi has long been a cause of customer

complaints about broadband performance and the latest

generation of Wi-Fi mesh devices is helping provide a

solution. Various retailers are now providing their own Wi-Fi

devices as a point of difference in their retail offers. These

include Wi-Fi 6 capable devices that enable enhanced speed

and reduced latency.

Our Wi-Fi 5 capable fibre terminals have begun to be used by

some smaller retailers to enable Wi-Fi. This add-on service

removes the need for retailers to dispatch their own routers

to customers and enables customers to get their broadband

up and running almost straight away.

We’re keeping a close eye on global Wi-Fi developments

given its complementary role with fibre access products.

Wi-Fi 6 devices, for example, are seen as a potential

alternative to 5G in enterprise and other private environments

where cost effective capacity and support for a large number

of devices is important. To fully benefit from gigabit speeds

on fibre, homes and businesses need Wi-Fi that can keep

pace. Wi-Fi has long been a hotbed for broadband innovation

and there is a fast-growing global push to release substantial

amounts of unlicensed spectrum in the 6GHz range.

This would greatly expand the capability of Wi-Fi, enabling

substantial increases in real world speeds and encouraging

development of new consumer devices and applications.

New Zealand is currently consulting on its approach to this

spectrum.

2.3 Fixed wireless

New Zealand’s third mobile network operator, 2degrees,

has now joined Spark and Vodafone in offering fixed wireless

services. The Commerce Commission reported there were

221,000 customers on fixed wireless in 2019/20. These

customers are mostly on a 4G service, with Vodafone

and Spark continuing to build out their 5G coverage in

selected centres.

2degrees has said it will have 5G in market by the end of

2021. It is the fourth largest broadband retailer and there are

reports it may also be listed publicly in the near future.

Vodafone has said it hopes 25% of its broadband customers

will migrate to its fixed wireless network while Spark has said

its aspiration is 30% to 40% of its base. Both retailers offer

unlimited data plans on fixed wireless, although fair use

policies apply.

Increased spectrum capacity will become available for

fixed wireless services through the auction of 3.5GHz and

millimetre wave spectrum by late 2022. In the meantime,

short term management rights for 3.5GHz spectrum have

been allocated, enabling some expansion of 5G coverage.

While fixed wireless has become a viable product for some

customers it cannot offer the same level of service as fibre.

This is well demonstrated by the independent monitoring by

the Commerce Commission.

2.4 Rural broadband

Chorus operates ADSL and VDSL broadband across large

parts of rural New Zealand. We’ve currently ruled out

expanding fibre coverage to existing communities beyond

our planned UFB footprint. This is because of the restrictive

rate of allowable returns and geographic pricing constraints

that apply to our services under the regulatory framework.

The Rural Connectivity Group, a joint venture between

the three mobile network operators, is building hundreds

of rural mobile sites under a rural service agreement with

the Government. Chorus is providing fibre backhaul for

the cellsites within fibre reach for a 10-year period. These

new towers are increasing the footprint for fixed wireless

competition, but they won’t cover the most remote copper

network customers.

Starlink has begun providing low earth orbit satellite

broadband as a beta service in parts of New Zealand.

Pricing is around $160 monthly for unlimited data, plus the

upfront cost of customer premises equipment at around

$800, with indicative speeds said to be between 50 to 150

megabits per second (Mbps). This service could provide an

alternative for rural customers, particularly where copper

speeds are low.

The net effect of these developments is that it is becoming

less economic for Chorus to invest in further upgrades to its

rural network.

Annual Report 20218
Figure 6:

Summary of key market trends

Our market driversWhat we’re focussed on

Large vertically integrated retailers are

encouraging customers to use their own fixed

wireless, cable and legacy fibre networks to

reduce their wholesale network costs.

We’re an active wholesaler, promoting our extensive broadband footprint

through advertising, retailer campaigns and our own door knocking initiatives.

Our network supports about 100 retailers, including new entrants from the

electricity and pay TV sectors.

Competing fibre companies have overbuilt our

existing copper network with fibre as part of the

Government’s UFB programme.

We’re optimising our business in these competing areas and maximising

our broadband share in other areas experiencing premises growth,

particularly Auckland.

Traditional voice only connections are declining

with changing demographics and wireless

service options.

Broadband penetration is growing, but at a slower rate due to the market effects

of COVID-19. We’re commercialising new potential revenue streams identified

by our innovation programme, such as data centres and smart city connectivity.

Technology keeps evolving, with 5G potentially

enhancing the capability of mobile/wireless

technologies as a fixed line alternative for

low data users.

Fibre is recognised as providing highly reliable broadband, particularly at peak

usage times. About 19% of our fibre consumers are on 1Gbps services and we’ve

launched Hyperfibre products up to 8Gbps. We see 5G as complementary

technology with more cellsites likely to require fibre backhaul.

3.0

Annual Report 20219
Regulatory environment

We operate our wholesale only network within

the regulatory framework established by the

Telecommunications Act. We’re also subject

to the requirements of four open access deeds

of undertaking for copper, fibre and Rural

Broadband Initiative services that focus on the

provision of services on a non-discriminatory

basis. This regime will remain in place alongside

the revised utility model now being implemented

by the Commerce Commission (the Commission).

3.1 Moving to a regulated utility model

In November 2018, the Telecommunications (New

Regulatory Framework) Amendment Act passed into law with

bipartisan political support. This marked the culmination of

five years of policy review of the regulatory framework that

applies to our business and the decision to transition to a

utility-style framework for fibre access services.

Under the new framework our fibre investment will be

regulated according to a utility style building block model

from 2022. This model is already used to regulate other

New Zealand utility businesses, such as electricity lines

and gas networks. It is intended to support private sector

investment to meet network upgrades and increasing

consumer demands through ongoing incentives to innovate,

invest and improve efficiency for the long term benefit

of customers.

The legislation also provides for deregulation of copper

services in areas where fibre is available. This includes

the ability to withdraw copper once consumer protection

requirements are met, as set out under the Commission’s

Copper Withdrawal Code. Copper services remain regulated

in areas where fibre is not available, with copper prices

annually adjusted for inflation.

Key features of the new fibre regime are:

• key fibre prices are frozen at 2020 pricing levels, adjusted

for inflation, until 2022.

• “anchor” or declared services (e.g. fibre voice services,

direct fibre access, 100Mbps fibre) are regulated from

2022-2024.

• unbundling of the fibre network is available in UFB1 areas

on a commercial basis.

Figure 7:

New regulatory framework to replace UFB contractual framework by January 2022

87% of population where fibre will be available by end of 2022Remaining 13% of population

Fibre access network

• Regulated asset base (RAB) with revenue cap

to be determined by Commerce Commission

• Price caps on contracted fibre products,

with annual inflation adjustment, until 2022.

Price caps then apply to "anchor" or declared

services: fibre voice service, a fibre broadband

service and a direct fibre access service

• Unbundled fibre (commercial price)

available in UFB1 areas from 2020

and UFB2 areas from 2026

• Three years after new regime commences,

the Commission can review the revenue

cap model and anchor products, subject to

specified conditions and statutory criteria

Copper - where fibre is available:

• Copper network deregulated and

Telecommunications Service Obligation

(TSO) removed

• Chorus can withdraw copper service,

subject to minimum consumer protection

requirements, developed by the

Commission

Copper - where fibre is not available:

• Copper remains regulated and TSO applies

• Copper pricing adjusted annually for

inflation

• Commission required to review pricing

framework no later than 2025

Annual Report 202110
3.2 Fibre input methodologies and

Price-Quality process

In late 2020 the Commission released its final decisions on

the Fibre Input Methodologies. These set the framework

for determining the key elements of the new regime, such

as the starting value of our regulated asset base (RAB), the

regulatory weighted average cost of capital, cost allocations,

and our maximum allowable revenue (MAR). Taken together,

these elements determine the revenues we can earn from

our regulated fibre network.

The Input Methodologies requirements underpinned our

Initial Asset Value model submitted to the Commission in

March 2021 under the Price-Quality process. This model

suggested a conservative starting RAB of $5.5 billion for

Chorus’ fixed line fibre access services at 1 January 2022.

We also provided an alternative cost allocation approach

supporting a RAB of approximately $6 billion if the full costs

of structural separation, as required by the public-private

partnership with the Government, were considered.

In mid-May 2021 we provided our MAR submission to

the Commission for the first regulatory period from 2022

to 2024. This indicated an annual revenue cap range of

$720 million to $820 million during the period and was

consistent with our forecast fibre revenues. Our proposal

included the use of tilted depreciation to ensure a smooth

transition into the new regulatory regime and provide

positive incentives to keep growing the fibre business.

In late May the Commission released a draft price-quality

determination that referenced an annual revenue range

of $689 million to $786 million. The decision included a

diminishing value depreciation method for the financial loss

asset, a preliminary post-tax weighted average cost of capital

(WACC) of 4.46%, and reductions to our proposed capital

and operating expenditure.

In July 2021 the Commission determined a mid-point vanilla

WACC of 4.72% and a post-tax WACC of 4.52% for the

first regulatory period from 2022 to 2024. As we’ve noted

previously, this level of WACC is below that required to

ensure our cost of capital reflects a fair return to investors,

given the substantial investment risks taken in financing the

fibre network and the technological risk that could emerge

over time.

On 19 August 2021 the Commission released a draft

decision proposing an initial RAB of $5.427 billion for

Chorus’ regulated fibre business from January 2022. The

Commission’s draft RAB is made up of core fibre assets of

$3.98 billion and a financial loss asset of $1.446 billion. The

Commission noted that if all other aspects of its draft price-

quality decision in May remained unchanged, its indicative

estimate of the combined impact of these decisions would

lead to a 2%-2.5% reduction in Chorus’ MAR over the first

regulatory period.

Poor outcomes for consumers and perverse incentives for

Chorus will arise if the revenue cap ends up constraining our

natural expected rate of growth. Consumers are currently

benefitting from strong network investment, incentives to

encourage fibre uptake and the ongoing development of

new and higher-speed products. We would have limited

incentives to keep growing and enhancing fibre services

if the revenue cap is met when fibre uptake has only just

reached 65%: this would be a very perverse outcome.

Significant steps remain to be completed under the

Commission’s process. We continue to make extensive

submissions in support of a smooth revenue path into the

new regime that ensures consumers continue to benefit from

investment in world class fibre services. We’ve also requested

that the Commission expedite its processes so that we have

sufficient certainty of outcomes ahead of the January 2022

implementation date.

Indicative fibre regulation timeline

August 2021Initial Price-Quality RAB

draft decision

December 2021Transitional Price-Quality

RAB final decision

Price-Quality final decision

Mid 2022

Initial Price-Quality RAB final

decision

3.3 Commercial services for fibre unbundling

We’ve built our fibre network to enable unbundled fibre

services by providing a second fibre to each premises.

This means retailers can choose to use our passive

infrastructure - fibre optic cables, ducts, and poles – and their

own broadband electronics, to deliver services to customers.

We’ve developed commercial terms for our point-to-

multipoint layer 1 fibre access service (PONFAS), including

a monthly access charge of about $28 per month to cover

access to the fibre between the premises and the splitter, as

well as $200 per month to access the feeder fibre from each

splitter to a central network point. The pricing reflects the fact

that passive infrastructure costs, known as layer 1, comprise

most of our rollout investment, with broadband electronics,

known as layer 2, representing a very small component.

The Commission has developed guidance on fibre

equivalence and non-discrimination obligations following

concerns from some retailers about our PONFAS terms. It is

currently conducting a compliance assessment of the non-

price terms of all Local Fibre Companies’ layer 1 fibre access

services. Unbundled services will not be available in UFB2

areas until 2026.

4.0

Annual Report 202111
Outlook

FY22 is a crossroads year for Chorus and

the ongoing development of New Zealand’s

broadband landscape. We’ve invested billions of

dollars since 2011 to help create a fibre network

that other countries are now racing to replicate.

The challenges of COVID-19 have accelerated

the digitalisation of socio-economic activity

and demand for bandwidth that’s always on has

made fibre networks a must have. In Australia

the government-owned National Broadband

Network has said it will upgrade up to 2 million

more premises to full fibre. In the United

Kingdom, BT has committed to take fibre to

25 million homes after regulatory commitments

to a fair return on fibre investment.

With our fibre network now 95% complete, our strategy for

FY22 remains largely unchanged. At its core, we’re more

focussed than ever on making New Zealand better. We want

to keep unlocking the potential of fibre by continuing to

connect people and technology, while developing services

that underpin even better applications and use of the cloud.

We’ve put our new sustainability policy at the heart of our

strategy with an emphasis on helping more Kiwis participate

in a positive digital life. Our first Sustainability Report has

been published alongside this Annual Report. Greater

adoption of digital tools and solutions, backed by the low

emission advantages of fibre broadband, has an important

part to play in accelerating New Zealand’s journey to carbon

neutrality. We’ll be working with groups like Senior Net

and Digital Journeys to help close the digital divide and

strengthen digital skills of people and businesses.

We’ve got plenty of work to do to get to our goal of 1 million

fibre connections by the end of 2022. Fixed wireless

services can deliver a broadband service that may provide

a credible alternative for some customers, depending on

things like coverage and data needs. We’re comfortable

with competition, but we believe consumers should be fully

informed about their options and the characteristics of the

product they are paying for. Too often we’re being contacted

by consumers who haven’t realised that they’ve been

switched from a fixed line, or where their wireless service is

of a lower quality.

This is why we’ve been investing in strong public information

campaigns and advertising activity. We want consumers

to be able to make an informed choice. We’ve also been

providing retailers with marketing incentives to promote

fibre uptake. These are a critical tool for us when mobile

network operators have substantial retail market power, large

incumbent customer bases, and prefer that consumers use

their wireless networks. The playing field is further tilted

in their favour because, unlike fibre, fixed wireless services

aren’t subject to price or quality regulation.

We're encouraged by recent Commerce Commission

proposals to require retailers to provide clearer product

disclosure for consumers. However, we’re concerned by the

suggestion in the Commission’s draft price-quality decision

that our retailer incentives require a drawn-out approval

process. This would tilt the retail broadband market in the

favour of large incumbents that do not have the willingness

to promote fibre like the smaller retailers do.

We wrote to the Commission to express our concern that this

approach and their draft cuts to our expenditure proposals

do not adequately reflect our market context. Taken together

with the low WACC settings and our proposed initial asset

valuation of $5.5 billion, there is a genuine risk that the

new regulatory framework could discourage anything but

essential investment for the next three years.

Chorus’ share price has dropped substantially over the last

six months, reflecting initial asset valuations below market

expectations and the potential for the cap on our regulated

fibre revenues to be set below our business plan forecasts.

Investors are concerned that the regulatory process has

retrospectively written down the value of the investment

we’ve made in the fibre network over the last decade. This is

an extremely poor advertisement for investment in future

New Zealand infrastructure public-private partnerships.

Market analysis suggests that a fairer approach to our

investment risks, the cost of equity and the treatment of

Crown funding should value the fibre network at more

than $7 billion. Our initial $5.5 billion valuation, based on

measures that don’t reflect our commercial reality, means

we’ve had to propose acceleration of depreciation as a

way to bridge the potential gap between our business plan

revenue forecasts and the revenue cap for 2022 to 2024.

With fibre uptake at 65%, a revenue cap that doesn’t allow

for growth at the rate we’ve forecast means we would be

Annual Report 202112
discouraged from making ongoing discretionary investment

in fibre. We’ve already responded to investor feedback by

ruling out expansion of the fibre footprint into more rural

areas under current settings. Our investment appetite for

things like the expansion of our Hyperfibre footprint and

projects to enhance network resilience will also be shaped by

regulatory outcomes.

In the meantime, we’re proceeding with our current business

plan. We’ll continue to promote the migration of copper

customers to fibre and there will be a growing, but still very

modest, number of copper broadband cabinets that we can

retire. And just so there’s no confusion, our copper network

is not being shut down on a widespread basis. It’s still very

much a street by street proposition. As the Commerce

Commission’s broadband monitoring shows, our copper

network continues to provide a high quality of service.

We’ll keep making our organisation more adaptive and even

easier for customers to deal with. In FY22 we’re lifting our

focus on customer experience measures from installations

and intact connections to include a new service assurance

measure. Customer experience will also be an important

element of our new service company contracts from

March 2022.

The unrelenting growth in demand for data, the increasing

reliance on both high-speed download and upload

performance, as well as the emerging awareness of fibre

broadband’s contribution to sustainability, are all underlying

trends that support our business. Our Hyperfibre services

are already making 8Gbps symmetrical speeds available

and 25Gbps capability is on the horizon. This is why fibre

remains the world’s fastest growing and most future proof

access technology.

The rapid evolution of cloud computing and Wi-Fi capability

is exciting and points to future revenue opportunities for us

to explore. We’ve made a promising start with EdgeCentre

facilities and services that leverage our role as a neutral host.

Wi-Fi applications and technologies are where significant

innovation is occurring and governments around the world

have begun to acknowledge this with increased Wi-Fi

spectrum allocations.

Decisions on policy matters like this and within our

broader regulatory context have the potential to amplify

the consumer benefits from fibre in the next few years.

New Zealand has a gigabit head start over the rest of the

world. Let’s make the most of that advantage.

Annual Report 202113
Our strategic focus

Annual Report 202114

Annual Report 202115
Management

commentary

16 In summary

17 Revenue commentary

18 Expenditure commentary

21 Capital Expenditure commentary

23 Long term capital management

Annual Report 202116
2021

$M

2020

$M

Operating revenue947959

Operating expenses(298)(311)

Earnings before interest, income tax, depreciation and amortisation649648

Depreciation and amortisation(425)(402)

Earnings before interest and income tax224246

Net finance expense(152)(173)

Net earnings before income tax7273

Income tax expense(25)(21)

Net earnings for the year4752

In summary

1 Excludes education connections partly subsidised as part of Chorus’ COVID-19 response.

We report earnings before interest, income tax, depreciation

and amortisation (EBITDA) of $649 million for the year

ended 30 June 2021 (FY21), an increase of $1 million from

FY20. The prior year included a net $12 million COVID-19

impact on EBITDA with a similar impact on EBITDA in FY21.

Net earnings decreased by $5 million year on year.

Softer market conditions due to the ongoing effects of

COVID-19 on demand, together with competition from other

fibre and wireless networks, resulted in a $12 million drop in

revenue compared to FY20. Operating expenses reduced by

$13 million, reflecting our continued tight management of

costs and the absence of significant one-off COVID-19 costs

experienced in FY20.

Capital expenditure of $672 million was at the lower

end of the revised FY21 guidance range of $670 million

to $700 million. The slight increase from FY20 capital

expenditure of $663 million was mainly due to the

commencement of the West Coast fibre rollout and strong

demand for fibre to new property developments, partly offset

by $10 million decrease in copper spend.

Depreciation continued to increase, reflecting the continued

rollout of our fibre network. Software amortisation increased

compared to prior year due to higher software additions.

There was a net decrease in finance expense due to the

refinancing of debt at lower interest rates.

We will pay a final dividend of 14.5 cents per share on

12 October 2021 and the dividend reinvestment plan will

be available.

Connections

30 Jun 2021

Connections

31 Dec 2020

Connections

30 Jun 2020

Fibre broadband (GPON)860,000802,000740,000

Fibre premium (P2P)11,00011,00011,000

Copper VDSL157,000184,000221,000

Copper ADSL163,000197,000245,000

Data services over copper2,0003,0004,000

Unbundled copper10,00013,00015,000

Baseband copper137,000159,000179,000

Total fixed line connections

1

1,340,0001,369,0001,415,000

Management commentary

Annual Report 202117
Revenue commentary

2021

$M

2020

$M

Fibre broadband (GPON)477393

Copper based broadband203271

Copper based voice6882

Fibre premium (P2P)6873

Field services products6265

Value added network services3029

Infrastructure2724

Data services over copper916

Other36

Total revenue947959

Revenue overview

Chorus’ product portfolio encompasses a broad range of

wholesale broadband, data and voice services across a

mix of regulated and commercial products. Revenues of

$947 million decreased by $12 million from FY20 reflecting a

reduction of 75,000 total fixed line connections. The majority

of line losses were copper-based voice connections. Fibre

broadband revenue grew strongly as customers upgraded

to fibre from copper-based services and demand for higher

speed broadband increased.

Fibre broadband (GPON)

Fibre broadband revenues continue to grow as customers

migrate to our growing fibre network and broadband

penetration increases. Fibre broadband connections grew by

16% to 860,000, with about 67% of connections on 100/20

Mbps plans, down from 69% in FY20. Uptake of 1 Gbps plans

grew from 16% to 19% throughout the year, driven by our

incentive campaigns to promote higher speed plans.

Copper based broadband

Copper based broadband revenue continues to decline as

customers migrate from our ADSL and VDSL broadband

services to either our fibre network or alternative fibre and

wireless networks.

Copper based voice

Copper based voice revenues continue to decline as

customers migrate to either a fibre based connection on

our network, or to alternative fibre and wireless networks.

Copper based voice connections declined by 42,000 lines

in FY21 compared with 35,000 in FY20. Unbundled copper

connections declined at the same rate as the prior year.

Fibre premium (P2P)

Fibre premium (point to point) revenues decreased in FY21

as customers migrated from high value legacy connections.

Total connections in this category remained constant as

demand for Direct Fibre Access Service, other backhaul

connections and mobile access increased.

Field services product

Field services revenue reduced by $3 million relative to FY20.

This was due to reduced demand across services such as

chargeable maintenance and installation activity.

Value added network services

Value-added network services revenue increased slightly in

FY21 due to one-off historic dispute resolution. The main

driver for this revenue item is national data transport services

which provide network connectivity across legacy backhaul

links and aggregation handover links.

Infrastructure

Infrastructure revenues increased $3 million to $27 million

in FY21 reflecting a change in lease treatment for retailers’

use of Chorus’ buildings. While there was ongoing growth in

demand for commercial co-location, this was largely offset

by reduced demand for unbundled copper access space in

exchanges.

Data services over copper

Data services over copper connections continue to decline

as retailers transition business customers from legacy

services to cheaper fibre based services, either on our fibre

network, or on alternative local and CBD fibre networks.

Other

Other income largely consisted of revenue generated from

the provision of billing and network management services to

Spark, and settlements. FY20 included a favourable one-off

settlement of $3 million.

Annual Report 202118
Expenditure commentary

Operating expenses

2021

$M

2020

$M

Labour7480

Network maintenance6364

Information technology4847

Other network costs2929

Electricity1815

Rent and rates1213

Property maintenance1212

Provisioning25

Insurance43

Consultants79

Regulatory levies87

Other2127

Total operating expenses298311

Total operating expenses of $298 million in FY21 reduced

by $13 million compared to $311 million in FY20. The prior

year included significant COVID-19 cost impacts. In FY21

we maintained a direct focus on reducing costs across

the business as our organisation moves from a build to

operations focus, which helped offset increased cost

inflation in a number of areas.

Labour

Labour of $74 million reduced by $6 million in FY21

compared to $80 million in FY20. The FY20 costs included

staff costs that were not capitalised due to COVID-19

restrictions on activity. At 30 June 2021, we had 817

permanent and fixed term employees representing a

6% decrease from 870 employees in 30 June 2020.

This reduction was driven by changes in our operating

model as the fibre rollout winds down and we transition to a

more operational and adaptive organisation. These changes

resulted in one-off restructuring costs of $2 million.

We capitalise the labour costs and the associated overheads

in relation to the UFB build and connect activity. As this

activity reduces, we expect the related labour cost savings to

be largely capital in nature.

Network maintenance

Network maintenance costs reduced by $1 million from FY20.

Overall fault volumes continued to reduce as more customers

connect to the newer fibre network and total connections

declined. However, FY21 costs did not reduce to the same

extent as in FY20 because the prior year featured COVID-19

restrictions on activity affecting the network. FY21 also

featured unfavourable weather events that, together with third

party network damage, increased the average cost per fault.

Information technology

Information technology costs were up $1 million compared

to FY20, largely due to the decommissioning of legacy

copper network equipment within Spark exchange sites.

Other network costs

Other network costs are variable year to year and include

a range of costs associated with service partner contracts,

fibre access from third parties, roadworks and other network

relocation projects, fibre order cancellations, network spares,

and network and property optimisation costs. FY20 included

approximately $5 million in payments to service companies

for COVID-19 support. FY21 included higher pole testing

spend and costs to optimise our property portfolio, including

removing equipment from Spark exchanges to reduce future

lease liabilities.

Electricity

Electricity costs increased due to higher electricity prices in

the second half of FY21 more than offsetting a continued

reduction in electricity consumption. Chorus hedges

approximately 50% of its consumption with hedge contracts

entered into up to 24 months in advance.

Rent and rates

Rent and rates costs relate to the operation of our network

estate including exchanges, radio sites and roadside cabinets.

These costs include rates that are levied on network assets

both above and below ground.

Annual Report 202119
Provisioning

Provisioning represents costs to provide connection services

that are unable to be capitalised. These costs are reducing as

the level of copper related activity reduces.

Insurance

Insurance increased due to higher premiums driven by

prevalent economic conditions.

Consultants

Consultant costs reduced by $2 million from FY20 due to

the timing of activity to support implementation of the new

regulated utility framework for fibre that will apply from

January 2022.

Regulatory levies

Regulatory levies increased by $1 million compared to

FY20 due to the Building Block Model (BBM) levy for the

Commerce Commission’s implementation of the new fibre

regulatory framework.

Other

Other costs include expenditure on general costs such as

advertising, telecommunications, travel, training and legal

fees. These reduced by $6 million in FY21, mainly as a result

of adjustments to our doubtful debt provision and lower

advertising spend.

Depreciation and amortisation

2021

$M

2020

$M

Estimated useful

life (years)

Weighted average

useful life (years)

Depreciation

Fibre cables

11410320-3020

Ducts, poles and manholes585420-5050

Copper cables636010-3022

Cabinets30375-2018

Property18155-5025

Network electronics62622-2510

Right of use assets151410-5024

Other—12-106

Less: Crown funding(29)(27)

Total depreciation331319

Amortisation

Software

60492-105

Other intangibles——6-3526

Customer retention34340-44

Total amortisation9483

Depreciation + amortisation425402

The weighted average useful life represents the useful life in

each category weighted by the net book value of the assets.

During FY21, $672 million of expenditure on network assets

and software was capitalised. The ‘UFB communal’ and

‘Fibre connections and fibre layer 2’ included in ‘fibre’ capital

expenditure was largely capitalised against the network

assets categories of fibre cables (48%) and ducts, poles

and manholes (33%). The average depreciation rate for UFB

communal infrastructure spend is based on an estimated life

of 41 years, reflecting the very high proportion of long life

assets being constructed.

Chorus has considered the useful life of copper cables

in UFB1 and UFB2 areas. Due to strong fibre uptake,

depreciation of these cables is being accelerated at a rate

of approximately $11 million per annum and $4 million

per annum respectively. This means copper cables will be

fully depreciated for UFB1 by 30 June 2025 and UFB2 by

30 June 2027.

Software and other intangibles largely consist of the software

components of billing, provisioning and operational systems,

including spend on Spark-owned systems.

Chorus expects that incremental costs incurred in

acquiring new contracts with new and existing customers

are recoverable. These costs are capitalised as customer

Annual Report 202120
retention assets. Capitalised customer retention assets are

amortised against expenses when related revenues are

recognised either upfront or over the life of the contract

(currently estimated to be within a maximum of four years).

In the period to 30 June 2021, the amount of amortisation

was $34 million and there was no impairment in relation to

the costs capitalised.

Our depreciation profile is expected to continue to change,

reflecting the greater mix of longer dated UFB assets being

built. The offset of Crown funding against depreciation is

expected to continue to increase over time as the amount

of funding received from the Crown accumulates, with the

associated amortisation credit to depreciation increasing

accordingly.

Finance income and expense

(income)/expense

2021

$M

2020

$M

Finance income(1)(12)

Finance expense

Interest on syndicated bank facility

55

Interest on EMTN - GBP—40

Interest on EMTN - EUR4744

Interest on fixed rate NZD bonds4340

Other interest expense3027

Capitalised interest(2)(3)

Interest costs123153

Ineffective portion of changes in fair value of cash flow hedges(4)3

Total finance expenses excluding securities (notional) interest119156

Securities (notional) interest3429

Total finance expense153185

Finance income is lower in FY21 because FY20 included

the proceeds from term deposits held until required for

repayment of the GBP EMTN in April 2020.

Interest costs decreased by $30 million year on year with

the weighted effective interest rate on debt reducing to

4.16% from 5.16% in FY20. A $400m NZD bond was repaid

in May 2021. This was refinanced in December 2020 with

$400m of NZD bonds, equally split between two tranches,

maturing in 2027 and 2030.

Other interest expense includes lease interest of

$20 million (FY20: $21 million) and amortisation arising from

the difference between fair value and proceeds realised

from interest rate swap resets of $7 million (FY20: $5 million).

Notional interest on Crown Infrastructure Partners (CIP)

securities also increased as Crown funding continued

to grow.

At a minimum, we aim to maintain 50% of our debt

obligations at a fixed rate of interest. We have fully hedged

the foreign exchange exposure on the EUR EMTNs with cross

currency interest rate swaps. A portion of the floating interest

on the EUR cross currency interest rate swaps has been

hedged using interest rate swap instruments.

Ineffectiveness

As at 30 June 2021 Chorus holds all interest swaps in

designated hedging relationships. These relationships are

designated as either cash flow hedges, or fair value hedges.

Provided that the cash flow hedges remain effective, any

future gains or losses will be processed through the hedge

reserve in the statement of changes in equity. Effective

fair value hedges will be offset within the finance expense.

Minor differences in the hedged values will flow to finance

expense in the income statement over the life of the

derivatives as ineffectiveness. Minor differences in the credit

valuation portion may also flow to the finance expense.

Neither the direction, nor the rate of the impact on the

income statement can be predicted as it is influenced by

external market factors.

Ineffectiveness largely consists of the cumulative change in

fair value of three interest rate swaps, designated as cash flow

hedges that were restructured in prior years. Two of these

restructured interest rate swaps have a combined face value

of $500 million and relate to the 10 year resettable NZD bond

issued in 2018. The other restructured interest rate swap has

a face value of $200 million and relates to the EUR 300m

EMTN bond. In FY21, ineffectiveness was credit $4 million

(FY20: debit $3 million) across all hedge relationships.

Annual Report 202121
Taxation

The FY21 effective tax rate is 35% (FY20:29%). This is higher

than FY20 which included a one-off $5m reduction to

reported tax expense to account for the reintroduction of tax

depreciation on buildings. The effective tax rate is higher than

the statutory tax rate of 28% due to permanent differences

between tax and accounting. Ongoing permanent

differences arise from the tax treatment of the CIP securities

and Crown funding for the Rural Broadband Initiative (RBI).

2 Layer 2 equipment, such as gigabit capable passive optical network ports, is installed ahead of demand as the UFB footprint expands.

The accounting interest and depreciation credit recognised

in the profit and loss in relation to securities are non taxable

as confirmed via binding rulings issued by Inland Revenue.

RBI assets were funded by non taxable government grants.

The accounting amortisation of RBI government grants and

RBI accounting depreciation recognised in the profit and loss

are non taxable and tax depreciation is not claimed.

Capital Expenditure commentary

2021

$M

2020

$M

Fibre567548

Copper4555

Common6060

Gross capital expenditure672663

Gross capital expenditure for FY21 was $672 million. This was

$9 million higher than FY20 gross capital expenditure spend

which was impacted by COVID-19 restrictions on field

activity. Fibre spend increased due to the commencement of

the West Coast fibre build project and strong demand from

new property developments. Copper related expenditure

reduced by 18% on FY20 as copper network demand

continues to reduce. Crown funding of $73 million was

received for the UFB rollout, $24 million for the West Coast

fibre project and $6 million for other capital expenditure.

Fibre capital expenditure

2021

$M

2020

$M

UFB communal147170

Fibre installations and fibre layer 2

2

275282

Fibre products and systems1414

Other fibre and growth9154

Fibre sustain118

Customer retention costs2920

Total fibre capital expenditure567548

Fibre capital expenditure included expenditure specifically

focused on fibre assets and represented approximately 84%

of our FY21 gross capital expenditure, consistent with FY20.

UFB communal network spend was $147 million in FY21

and was for deployment in UFB2 areas. This compared to

$170 million in FY20, of which $25 million had been for the

last stages of the UFB1 rollout. The UFB2 rollout was ahead

of schedule and this meant communal expenditure was

$3 million higher than guidance.

Fibre installations and layer 2 expenditure was $275 million.

About 172,000 fibre installations were completed nationwide,

including 44,000 for UFB2 customers. This was an increase

on 167,000 installations in FY20, which had been impacted

by COVID-19 restrictions. About $44 million was invested

in ‘backbone’ network to enable the connection of multiple

customers located along rights of way and multi-dwelling units.

Annual Report 202122
The average cost per premises connected (CPPC) in UFB1

areas was $1,055

3

, which was at the lower end of the FY21

guidance range of $1,025 to $1,175. The CPPC in UFB2

areas was $1,217

3

, which was at the lower end of the FY21

guidance range of $1,200 to $1,350.

Other fibre and growth increased $37 million compared

to FY20, due to the commencement of build activities for

the rollout of West Coast fibre and higher new property

development demand. The West Coast fibre project is

primarily government funded and is expected to complete

in FY23.

3 Excluding layer 2 and backbone costs for multi-dwelling units and rights of way and including standard installations and some non-standard single

dwellings and service desk costs.

Fibre network sustain refers to capital expenditure where the

fibre network has been upgraded or network elements, such

as poles, cabinets and cables are replaced. This is typically

where network replacement is deemed more cost effective

than reactive maintenance, or network is being relocated for

reasons such as roadworks.

Customer retention costs increased from FY20 due to

stronger market activity and less disruption from COVID-19.

Copper capital expenditure

2021

$M

2020

$M

Network sustain2931

Copper connections11

Copper layer 247

Customer retention costs1116

Total copper capital expenditure4555

Copper capital expenditure decreased by $10 million from

FY20 reflecting the lower spend required as customer

numbers on our copper network reduce. Less investment

in layer 2 capacity and customer retention were needed as

more customers migrate to fibre and there is less demand for

new copper broadband connections.

Common capital expenditure

2021

$M

2020

$M

Information technology4643

Building and engineering services1417

Total common capital expenditure6060

Information technology spend increased by $3 million from

FY20 due to lifecycle upgrades for IT infrastructure. Building

and engineering services decreased by the same amount due

to lower spend on exchange building infrastructure upgrades.

Annual Report 202123
Long term capital management

We will pay a final dividend of 14.5 cents per share on

12 October 2021 to all holders registered at 5.00pm

14 September 2021. The shares will be quoted on an ex-

dividend basis from 13 September 2021. The dividends paid

will be fully imputed, at a ratio of 28/72, in line with the

corporate income tax rate. In addition, a supplementary

dividend of 2.56 cents per share will be payable to

shareholders who are not resident in New Zealand.

The dividend reinvestment plan will remain in place for

the final dividend at a discount rate of 2%. Shareholders

who have previously elected to participate in the dividend

reinvestment plan do not need to take any further action.

For those shareholders who wish to participate, election

notices to participate must be received by 5.00pm (NZ time)

on 15 September 2021.

Chorus is transitioning to a new free cash flow based

dividend policy from 1 July 2021. As previously disclosed,

full implementation of the policy will initially be constrained

by the existing credit rating thresholds, given remaining

capex to complete the UFB build and elevated installation

capex. We also note that key regulatory settings for the

2022 to 2024 regulatory period will not be confirmed until

December 2021.

Initial dividend guidance for FY22 has therefore been set at

26 cents per share, subject to no material adverse changes

in circumstance or outlook. We expect to be able to provide

further detail on dividend outlook, including expected pay-

out range, at the half year result in February 2022, following

confirmation of final regulatory settings. The FY21 final and

FY22 interim dividends are expected to be fully imputed.

We anticipate the FY22 final dividend will not be imputed.

The NZD $400 million bond was repaid in May 2021.

This bond was refinanced in December 2020 with a dual

tranche $400m bond due to mature in December 2027 and

December 2030.

The Board considers that a ‘BBB’ or equivalent credit rating

is appropriate for a company such as Chorus. It intends

to maintain capital management and financial policies

consistent with these credit ratings. At 30 June 2021, we had

a long term credit rating of BBB/stable outlook by Standard &

Poor’s and Baa2/stable by Moody’s Investors Service.

Annual Report 202124

Annual Report 202125
Financial

statements

26 Independent auditor’s report

29 Income statement

29 Statement of comprehensive income

30 Statement of financial position

31 Statement of changes in equity

32 Statement of cash flows

34 Notes to the financial statements

Annual Report 202126
Independent auditor’s report

To the shareholders of Chorus Limited

Report on the consolidated financial statements

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe

that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with

Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International

Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and

the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants

(including International Independence Standards) (‘IESBA

Code’), and we have fulfilled our other ethical responsibilities

in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in

the auditor’s responsibilities for the audit of the consolidated

financial statements section of our report.

Our firm has also provided other services to the Group in

relation to regulatory audit and other advisory services.

Subject to certain restrictions, partners and employees of our

firm may also deal with the Group on normal terms within

the ordinary course of trading activities of the business of the

Group. These matters have not impaired our independence

as auditor of the Group. The firm has no other relationship

with, or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of

materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate

the effect of misstatements, both individually and on the

consolidated financial statements as a whole. The materiality

for the consolidated financial statements as a whole was set

at $8.5 million determined with reference to a benchmark of

Group revenue. We chose the benchmark because, in our

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

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

company and group financial statements in the current

period. We summarise below those matters and our key

audit procedures to address those matters in order that the

shareholders as a body may better understand the process by

which we arrived at our audit opinion. Our procedures were

undertaken in the context of and solely for the purpose of

our statutory audit opinion on the consolidated statements

as a whole and we do not express discrete opinions on

separate elements of the consolidated financial statements.

Opinion

In our opinion, the accompanying consolidated financial

statements of Chorus Limited (the ’company’) and its

subsidiaries (the ‘Group’) on pages 29 to 59:

i. present fairly in all material respects the Group’s

financial position as at 30 June 2021 and its financial

performance and cash flows for the year ended on that

date; and

ii. comply with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards.

We have audited the accompanying consolidated financial

statements which comprise:

— the consolidated statement of financial position as at

30 June 2021;

— the consolidated income statement, statements of other

comprehensive income, changes in equity and cash

flows for the year then ended; and

— notes, including a summary of significant accounting

policies and other explanatory information.

Annual Report 202127
The key audit matterHow the matter was addressed in our audit

Capitalisation of assets

Refer to Note 1 to the Financial Statements.

During the year ended 30 June 2021 the Group has spent

$581 million in network asset additions as it continues

with its purpose of bringing better broadband to

New Zealanders. As at 30 June 2021, the Group has total

network assets of $5,269 million. Capitalisation of these

costs and useful lives assigned to these assets are a key

audit matter due to the significance of network assets to the

Group’s business, and due to the judgement involved in the:

— decision to capitalise or expense costs relating to

the network. This decision depends on whether

the expenditure is considered to enhance network

capability (and therefore capital), or to maintain the

current operating capability of the network (and

therefore an expense);

— estimation of the stage of completion of assets under

construction; and

— estimation of the useful life of the asset once the costs

are capitalised. There is also judgment when estimating

asset lives due to the uncertainty of the impact of

technological change.

Our audit procedures included:

— Examining that the controls to recognise capital projects in the fixed

asset register and the approval of the asset life annual review are

effective.

— Assessing the nature of costs incurred in capital projects by checking

a sample of costs to invoice to determine whether the description of

the expenditure met the capitalisation criteria.

— Evaluating a sample of assets under construction in which no costs

had been incurred in the final three months of the financial reporting

period. We challenged the status of those assets under construction

to determine whether they remained appropriately capitalised.

— Assessing, on a sample basis, whether the accruals recorded for

assets under construction were calculated in accordance with

the progress of construction and the arrangements with external

suppliers.

— Assessing the useful economic lives of the assets, by comparing

to our knowledge of the business and its operations and industry

benchmarks.

Chorus Funding

Refer to Notes 4, 6, 7 and 19 to the Financial Statements.

The CIP securities and interest rate derivatives are a key

audit matter due to their significance to the Group’s

consolidated statement of financial position. There is

complexity and judgement involved in determining the

appropriate valuation and accounting treatment for the

interest rate derivatives and the CIP securities

Our audit procedures to assess the valuation and accounting treatment

for the Group’s interest rate derivatives and CIP securities included:

— Our financial instrument specialists re-valuing all interest rate

derivatives using valuation models and inputs independent from

those utilised by management.

— Evaluating the hedge effectiveness of the interest rate derivatives

hedging the EUR denominated Euro Medium Term Notes, the

NZD Bond 2028 and the NZD Bond 2030. In all instances, our

financial instrument specialists assessed the effectiveness of these

hedges by independently modelling the future changes in the value

of these instruments to assess whether the underlying derivatives

were effective.

— Assessing the accounting treatment of the CIP securities. We read the

underlying loan agreement and analysed the various features of the

loan agreement to determine whether the CIP securities were a debt

or equity instrument.

— Evaluating the valuation of the CIP securities. Our valuation specialists

assessed the methodology used by management for determining the

amounts allocated to debt and government grant.

— Assessing the inputs used in the valuation of the CIP securities.

On a sample basis we compared interest rates and credit spreads

to independent sources of information to determine an acceptable

range of valuation inputs.

Revenue recognition

Refer to Note 9 to the Financial Statements.

Accuracy of revenue is considered to be a key audit matter

due to the nature of the underlying billing processes that

existed following the Chorus demerger from Spark in 2011.

There are certain legacy products where the billing is

based on network consumption which cannot be easily

linked to a physical end user connection. There is a risk

that revenue billed on this basis may be disputed by

Chorus’ customers who have a different view of their

consumption of the Chorus network.

Our audit procedures included:

— Evaluating the Group’s recognition of revenue by assessing any

revenue disputes recorded in the industry’s dispute reporting tool

by Chorus customers. We compared the disputes raised by Chorus

customers to the revenue recorded by Chorus and agreed settled

disputes to final settlement agreements.

— Independently confirming the accuracy of a sample of outstanding

debtor balances with Chorus customers.

— Agreeing a sample of revenue adjustments recorded during the year

to authorised credit notes.

Annual Report 202128
Other information

The Directors, on behalf of the Group, are responsible

for the other information included in the Annual Report.

Other information includes Chorus’s operating, marketing

and regulatory overviews, management commentary and

disclosures relating to corporate governance and statutory

information. Our opinion on the company and Group

financial statements does not cover any other information and

we do not express any form of assurance conclusion thereon.

In connection with our audit of the company and group

financial statements our responsibility is to read the other

information and, in doing so, consider whether the other

information is materially inconsistent with the company and

group financial statements or our knowledge obtained in the

audit or otherwise appears materially misstated. If, based on the

work we have performed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the

shareholders as a body. Our audit work has been undertaken

so that we might state to the shareholders those matters we

are required to state to them in the independent auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the shareholders as a body for our

audit work, this independent auditor’s report, or any of the

opinions we have formed.

Responsibilities of the Directors for the

consolidated financial statements

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

— the preparation and fair presentation of the consolidated

financial statements in accordance with generally

accepted accounting practice in New Zealand (being

New Zealand Equivalents to International Financial

Reporting Standards) and International Financial

Reporting Standards;

— implementing necessary internal control to enable

the preparation of a consolidated set of financial

statements that is fairly presented and free from material

misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern.

This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of

accounting unless they either intend to liquidate or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

consolidated financial statements

Our objective is:

— to obtain reasonable assurance about whether the

consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our

opinion.

Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with ISAs

NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of

these consolidated financial statements is located at the

External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/

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

The engagement partner on the audit resulting in this

independent auditor’s report is Ed Louden.

For and on behalf of

KPMG

Wellington

23 August 2021

Annual Report 202129
Income statement

For the year ended 30 June 2021

Notes

2021

$M

2020

$M

Operating revenue9947959

Operating expenses10(298)(311)

Earnings before interest, income tax, depreciation and amortisation649648

Depreciation1,7(331)(319)

Amortisation2,3(94)(83)

Earnings before interest and income tax224246

Finance income112

Finance expense4(153)(185)

Net earnings before income tax7273

Income tax expense14(25)(21)

Net earnings for the year4752

Earnings per share

Basic earnings per share (dollars)

170.110.12

Diluted earnings per share (dollars)170.080.10

Statement of comprehensive income

For the year ended 30 June 2021

Note

2021

$M

2020

$M

Net earnings for the year4752

Other comprehensive income

Items that will be reclassified subsequently to Income statement when specific conditions

are met net of tax

Movements in effective cash flow hedges

1962(28)

Amortisation of de-designated cash flow hedges transferred to Income statement195(3)

Movement in cost of hedging reserve19(7)3

Other comprehensive income net of tax60(28)

Total comprehensive income for the year net of tax10724

The accompanying notes are an integral part of these financial statements.

Annual Report 202130
Statement of financial position

As at 30 June 2021

Notes

2021

$M

2020

$M

Current assets

Cash and call deposits

1553—

Income tax receivable2320

Trade and other receivables11122140

Derivative financial instruments1942

Finance lease receivable—3

Total current assets202165

Non-current assets

Derivative financial instruments

197193

Trade and other receivables1121

Deferred tax receivable1493116

Customer retention assets35956

Software and other intangible assets2164159

Network assets15,2695,052

Total non-current assets5,6585,477

Total assets5,8605,642

Current liabilities

Cash overdraft

15—5

Trade and other payables12278279

Income tax payable5—

Lease payable5109

Derivative financial instruments191—

Debt4140430

Total current liabilities excluding Crown funding434723

Crown funding72726

Total current liabilities461749

Non-current liabilities

Trade and other payables

12113

Deferred tax payable14374350

Derivative financial instruments19106148

Lease payable5254257

Debt42,2331,892

Total non-current liabilities excluding CIP and Crown funding2,9782,650

Crown Infrastructure Partners (CIP) securities6545461

Crown funding7928855

Total non-current liabilities4,4513,966

Total liabilities4,9124,715

Equity

Share capital

16689666

Reserves19(51)(111)

Retained earnings310372

Tot al e quit y948927

Total liabilities and equity5,8605,642

The accompanying notes are an integral part of these financial statements.

The financial statements are approved and signed on behalf of the Board.

Patrick Strange

Chair

Authorised for issue on 23 August 2021

Mark Cross

Chair, Audit and Risk Management Committee

Annual Report 202131
Statement of changes in equity

For the year ended 30 June 2021

Notes

Share capital

$M

Retained

earnings

$M

Hedging-related

reserves

$M

Total

$M

Balance at 1 July 2019638424(83)979

Comprehensive income

Net earnings for the year

—52—52

Other comprehensive income

Movement in cash flow hedge reserve

19——(28)(28)

Amortisation of de-designated cash flow hedges transferred to

income statement

19——(3)(3)

Movement in cost of hedging reserve19——33

Total comprehensive income—52(28)24

Contributions by and (distributions to) owners:

Dividends

16—(104)—(104)

Supplementary dividends—(12)—(12)

Tax credit on supplementary dividends—12—12

Dividend reinvestment plan1628——28

Total transactions with owners28(104)—(76)

Balance at 30 June 2020666372(111)927

Comprehensive income

Net earnings for the year

—47—47

Other comprehensive income

Movement in cash flow hedge reserve

19——6262

Amortisation of de-designated cash flow hedges transferred

to income statement

19——55

Movement in cost of hedging reserve19——(7)(7)

Total comprehensive income—4760107

Contributions by and (distributions to) owners:

Dividends

16—(109)—(109)

Supplementary dividends—(12)—(12)

Tax credit on supplementary dividends—12—12

Dividend reinvestment plan1623——23

Total transactions with owners23(109)—(86)

Balance at 30 June 2021689310(51)948

The accompanying notes are an integral part of these financial statements.

Annual Report 202132
Statement of cash flows

For the year ended 30 June 2021

Notes

2021

$M

2020

$M

Cash flows from operating activities

Cash was provided from/(applied to):

Cash received from customers

954940

Finance income112

Payment to suppliers and employees(302)(329)

Taxation paid(1)(12)

Interest paid(96)(137)

Net cash flows provided from operating activities556474

Cash flows applied to investing activities

Cash was applied to:

Purchase of network and intangible assets

(647)(679)

Capitalised interest paid(2)(3)

Net cash flows applied to investing activities(649)(682)

Cash flows from financing activities

Cash was provided from/(applied to):

Net outflow from leases

(28)(23)

Crown funding (including CIP securities)155162

Proceeds from debt510544

Repayment of debt(400)(677)

Dividends paid(86)(76)

Net cash flows provided from/(applied to) financing activities151(70)

Net cash flows58(278)

Cash at the beginning of the year(5)273

Cash at the end of the year1553(5)

The accompanying notes are an integral part of these financial statements.

Reconciliation of net earnings to net cash flows from operating activities

Notes

2021

$M

2020

$M

Net earnings for the year4752

Adjustment for:

Depreciation charged on network assets

1360346

Amortisation of Crown funding7(29)(27)

Amortisation of software and other intangible assets26049

Amortisation of customer retention assets33840

Deferred income tax142411

Ineffective portion of changes in fair value of cash flow hedges4(4)3

Amortisation of non-cash finance expenses(5)(5)

CIP securities (notional) interest43429

Other5(7)

530491

Change in current assets and liabilities:

Decrease in trade and other receivables

11176

Increase / (decrease) in trade payables127(12)

Increase in income tax receivable(3)(9)

Increase / (decrease) in income tax payable5(2)

26(17)

Net cash flows from operating activities556474

The accompanying notes are an integral part of these financial statements.

Annual Report 202133
Reconciliation of movements of liabilities and equity to net cash flows from financing activities

Debt

$M

Crown funding

$M

CIP securities

$M

Lease payable (net)

$M

Share capital

$M

Retained earnings

$M

Balance at 1 July 20192,232822355248638424

Movements from cash flows

Net outflow from leases

———(23)——

Proceeds from funding5448577———

Proceeds from repayment of borrowings(677)—————

Dividends paid—————(76)

Total changes from financing cash flows(133)8577(23)—(76)

Non-cash movements

Movements in fair value (including foreign

exchange rates)

224—————

Transaction costs and amortisation related to

financing

(1)(29)29———

Accruals—3————

Dividend reinvestment plan————28(28)

Net lease movements———38——

Net earnings for the year ended 30 June 2020—————52

Balance at 30 June 20202,322881461263666372

Movements from cash flows

Net outflow from leases

———(28)——

Proceeds from funding51010550———

Repayment of borrowings(400)—————

Dividends paid—————(86)

Total changes from financing cash flows11010550(28)—(86)

Non-cash movements

Movements in fair value (including foreign

exchange rates)

(59)—————

Transaction costs and amortisation related to

financing

—(29)34———

Accruals—(2)————

Dividend reinvestment plan————23(23)

Net lease movements———29——

Net earnings for the year ended 30 June 2021—————47

Balance at 30 June 20212,373955545264689310

The accompanying notes are an integral part of these financial statements.

Annual Report 202134
Notes to the financial statements

Reporting entity and statutory base

Chorus includes Chorus Limited together with its subsidiaries.

Chorus is New Zealand’s largest fixed line communications

infrastructure business. It maintains and builds a network

predominantly made up of fibre and copper cables, local

telephone exchanges and cabinets.

Chorus Limited is a profit-oriented company registered in

New Zealand under the Companies Act 1993 and is a FMC

Reporting Entity for the purposes of the Financial Markets

Conduct Act 2013. Chorus Limited was established as a

standalone, publicly listed entity on 1 December 2011, upon its

demerger from Spark New Zealand Limited (Spark, previously

Telecom Corporation of New Zealand Limited). The demerger

was a condition of an agreement with Crown Infrastructure

Partners Limited (previously Crown Fibre Holdings) to enable

Chorus Limited to provide the majority of the Crown’s Ultra-Fast

Broadband (UFB). Chorus Limited is listed and its ordinary shares

are quoted on the NZX main board equity security market (NZX

Main Board) and on the Australian Stock Exchange (ASX) and

has bonds quoted on the NZX and ASX debt markets. American

Depositary Shares, each representing five ordinary shares (and

evidenced by American Depositary Receipts), are not listed but

are traded on the over-the-counter market in the United States.

These financial statements have been prepared in accordance with

Generally Accepted Accounting Practice in New Zealand (NZ GAAP)

and Part 7 of the Financial Markets Conduct Act 2013. They comply

with New Zealand equivalents to International Financial Reporting

Standards (NZ IFRS) as appropriate for profit-oriented entities, and

with International Financial Reporting Standards.

These financial statements are expressed in New Zealand dollars.

All financial information has been rounded to the nearest million,

unless otherwise stated.

The measurement basis adopted in the preparation of

these financial statements is historical cost, modified by the

revaluation of financial instruments as identified in the specific

accounting policies below and the accompanying notes.

The Directors have considered the impact of the COVID-19

pandemic on these financial statements and note no material

impact to the going concern basis on which they are prepared.

Accounting policies and standards

Accounting policies that summarise the measurement basis

used which are relevant to the understanding of the financial

statements are provided throughout the accompanying notes.

The accounting policies adopted and methods of computation

have been applied consistently throughout the periods

presented in these financial statements.

Interest Rate Benchmark Reform

Interbank offered rates (“IBORs”) play an important role in global

financial markets. Market developments relating to the reliability

and robustness of some interest rate benchmarks has resulted in

the global regulatory community initiating various programmes

to develop alternative benchmarks (risk free rates) within certain

jurisdictions. These reforms have led to uncertainty about the

long-term viability of some interest rate benchmarks beyond

1 January 2022. Chorus’ hedging activities expose it to EUR

IBOR, which is subject to cessation.

In November 2019, the External Reporting Board (“XRB”) issued

the standard Interest Rate Benchmark Reform – amendments

to NZ IFRS 9, NZ IAS 39 and NZ IFRS 7, effective for periods

beginning on or after 1 January 2020. These amendments

require an entity to assume no impact to existing hedge

accounting relationships in the period leading up to the reform

(i.e. that the interest rate benchmark on which the hedged cash

flows and cash flows of the hedging instrument are based is not

altered as a result of the uncertainties of the reform).

The Interest Rate Benchmark Reform amendments are part of

phase 1 of the two-phase International Accounting Standard

Board (IASB) reform project. Phase 1 considers relief to hedge

accounting in the period before reform. Phase 2 of the reform

focuses on the financial reporting issues that may arise once the

existing rate is replaced with an alternative rate.

Chorus continues to monitor the expected impact of the Interest

Rate Benchmark Reform, with initial assessments indicating the

impact to the financial statements of Chorus to be insignificant.

Reclassification and re-statement of comparatives

Where management have reclassified items in the financial

statements, the related comparative disclosures have been

adjusted to provide a like-for-like comparison.

Accounting estimates and judgements

In preparing the financial statements, management has made

estimates and assumptions about the future that affect the

reported amounts of assets and liabilities at the date of the

financial statements and the reported amounts of revenue and

expenses during the period. Actual results could differ from

those estimates.

Estimates and assumptions are continually evaluated and are

based on experience and other factors, including macro-

economic and market factors, and expectations of future

events that may have an impact on Chorus. All judgements,

estimates, and assumptions are believed to be reasonable based

on the most current set of circumstances available to Chorus.

The principal areas of judgement in preparing these financial

statements are set out below.

Annual Report 202135
Network assets (note 1)

Assessing the carrying value of network assets for impairment

considerations which includes assessing the appropriateness

of useful life and residual value estimates of network assets, the

physical condition of the asset, technological advances, regulation

and expected disposal proceeds from the future sale of the asset.

Customer retention assets (note 3)

Assessing the carrying value of customer retention assets

for impairment considerations which includes assessing the

appropriateness of useful life, contract terms, revenue and

customer connections data.

Crown Infrastructure Partners (CIP) securities (note 6)

Determining the fair value of the CIP securities requires

assumptions on expected future cash flows and discount rates

based on future long dated swap curves.

Financial risk management (note 19 and 20)

Accounting judgements have been made in determining hedge

designation and the fair value of derivatives and borrowings.

The fair value of derivatives and borrowing are determined based

on valuation models that use forward-looking estimates and

market observable data, to the extent that it is available.

Note 1 – Network assets

In the Statement of financial position, network assets are stated

at cost less accumulated depreciation and any accumulated

impairment losses. The cost of additions to network assets

and work in progress constructed by Chorus includes the

cost of all materials used in construction, direct labour costs

specifically associated with construction, interest costs that are

attributable to the asset, resource management consent costs

and attributable overheads.

Repairs and maintenance costs are recognised in the Income

statement as incurred. If the useful life of the asset is extended or

the asset is enhanced then the associated costs are capitalised.

Estimating useful lives and residual values of network

assets

The determination of the appropriate useful life for a particular

asset requires management to make judgements about,

amongst other factors, the expected period of service potential

of the asset, the likelihood of the asset becoming obsolete as a

result of technological advances, and the likelihood of Chorus

ceasing to use the asset in business operations.

Where an item of network assets comprises major components

having different useful lives, the components are accounted for

as separate items of network assets.

Where the remaining useful lives or recoverable values have

diminished due to technological, regulatory or market condition

changes, depreciation is accelerated. The assets’ residual values,

useful lives, and methods of depreciation are reviewed annually

and adjusted prospectively, if appropriate.

Depreciation is charged on a straight-line basis to write down

the cost of network assets to their estimated residual value over

their estimated useful life.

Estimated useful lives are as follows:

Fibre cables20-30 years

Ducts, manholes, and poles20-50 years

Copper cables10-30 years

Cabinets5-20 years

Property5-50 years

Network electronics2-25 years

Right of use assets (leases)10-50 years

Other2-10 years

Other network assets include motor vehicles, test instruments

and tools and plant.

An item of network assets and any significant part is

derecognised upon disposal or when no future economic

benefits are expected from its use. Where network assets

are disposed of, the profit or loss recognised in the Income

statement is calculated as the difference between the sale price

and the carrying value of the asset.

Leased assets and corresponding liabilities are recognised as

‘right of use’ assets and depreciated over the life of the lease.

Non-monetary items that are measured in terms of historical

cost in a foreign currency are translated using the exchange

rates as at the dates of the initial transactions.

Land and work in progress are not depreciated. Work in progress

is reviewed on a regular basis to ensure that costs represent

future assets.

Annual Report 202136
30 June 2021

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Property

$M

Network

electronics

$M

Right of

use assets

$M

Other

$M

Work in

progress

$M

Total

$M

Cost

Balance at 1 July 2020

2,2762,7542,4096934351,811292516610,841

Additions2222116222867111265833

Disposals(1)———(5)(6)(2)(1)—(15)

Transfers from work in progress————————(252)(252)

Balance at 30 June 20212,4972,9652,4157154581,872301517911,407

Accumulated depreciation

Balance at 1 July 2020

(729)(659)(2,048)(473)(275)(1,537)(64)(4)—(5,789)

Depreciation(114)(58)(63)(30)(18)(62)(15)——(360)

Disposals1———46———11

Balance at 30 June 2021(842)(717)(2,111)(503)(289)(1,593)(79)(4)—(6,138)

Net carrying amount1,6552,24830421216927922211795,269

30 June 2020

Fibre

cables

$M

Ducts,

manholes,

and poles

$M

Copper

cables

$M

Cabinets

$M

Property

$M

Network

electronics

$M

Right of

use assets

$M

Other

$M

Work in

progress

$M

Total

$M

Cost

Balance at 1 July 2019

2,0442,4982,3946614201,778275521510,290

Additions2312561532175613—248868

Disposals————(2)(23)———(25)

Transfers from work in progress————————(297)(297)

Other1—————4——5

Balance at 30 June 20202,2762,7542,4096934351,811292516610,841

Accumulated depreciation

Balance at 1 July 2019

(627)(605)(1,988)(436)(262)(1,497)(50)(2)—(5,467)

Depreciation(103)(54)(60)(37)(15)(62)(14)(1)—(346)

Disposals————222———24

Other1——————(1)——

Balance at 30 June 2020(729)(659)(2,048)(473)(275)(1,537)(64)(4)—(5,789)

Net carrying amount1 ,5472,09536122016027422811665,052

There are no restrictions on Chorus’ network assets or any network assets pledged as securities for liabilities. At 30 June 2021 the

contractual commitments for acquisition and construction of the network assets was $119 million (30 June 2020: $196 million).

Note 1 – Network assets (cont.)

Annual Report 202137
Crown funding

Chorus receives funding from the Crown to finance the capital

expenditure associated with the development of the UFB network

and other services. Where funding is used to construct assets, it is

offset against depreciation over the life of the assets constructed.

Refer to note 7 for information on Crown funding.

Impairment

The carrying amounts of non-financial assets including network

assets, software and other intangibles and customer retention

assets are reviewed at the end of each reporting period for any

indicators of impairment.

If any such indication exists, the recoverable amount of the

asset is estimated. An impairment loss is recognised in earnings

whenever the carrying amount of an asset exceeds its estimated

recoverable amount. Should the conditions that gave rise to the

impairment loss no longer exist, and the assets are no longer

considered to be impaired, a reversal of an impairment loss

would be recognised immediately in earnings. In the period to

30 June 2021, there was no impairment in relation to the costs

capitalised (30 June 2020: no impairment).

The recoverable amount is the greater of an assets value in use

and fair value less costs to sell. Chorus’ assets do not generate

independent cash flows and are therefore assessed from a single

cash-generating unit perspective. In assessing the recoverable

amount, the estimates of future cash flows are discounted to

their net present value using a discount rate that reflects current

market assessments of the time value of money and the risks

specific to the business.

Capitalised interest

Finance costs are capitalised on qualifying items of network

assets and software assets at an annualised rate of 4.25%

(30 June 2020: 5.8%). Interest is capitalised over the period

required to complete the assets and prepare them for their

intended use. In the current year finance costs totalling

$2 million (30 June 2020: $3 million) have been capitalised

against network assets and software assets.

Right of use assets

Fibre cables

$M

Ducts, manholes,

and poles

$M

Property

$M

Total

$M

Balance 1 July 2019 (net)934182225

Additions—10717

Depreciation charge—(2)(12)(14)

Balance at 30 June 2020942177228

Additions—9211

Relinquishments——(2)(2)

Depreciation charge(1)(4)(10)(15)

Balance at 30 June 2021847167222

Right of use assets are the present value of leases held by Chorus as a lessee, as defined in the accounting policies. Leases are

capitalised at the present value of the minimum lease payments at inception of the lease.

Chorus has applied a single discount rate to a portfolio of leases across the two main portfolios of leases (‘Property’ and ‘Ducts,

manholes, and poles’) due to the long term usage nature of the underlying assets used to service the same network. This is reflective

of the longer term nature of infrastructure assets. The nature of these assets are similar enough that borrowing rates on commercial

debt would not change asset to asset. The incremental borrowing rate is reviewed annually.

Property exchanges

Chorus has leased exchange space and commercial co-location space owned by Spark which is subject to lease arrangements

(included within right of use assets). Chorus in turn leases exchange space and commercial co-location space owned by Chorus to

Spark under an operating lease arrangement. 

Note 1 – Network assets (cont.)

Annual Report 202138
Note 2 – Software and other intangible assets

Software and other intangible assets are initially measured

at cost. The direct costs associated with the development of

network and business software for internal use are capitalised

where project success is probable and the capitalisation

criteria is met. Following initial recognition, software and

other intangible assets are stated at cost less accumulated

amortisation and impairment losses. Software and other

intangible assets with a finite life are amortised from the date the

asset is ready for use on a straight-line basis over its estimated

useful life which is as follows:

Software2-10 years

Other intangibles 6-35 years

Other intangibles mainly consist of land easements.

Where estimated useful lives or recoverable values have

diminished due to technological change or market conditions,

amortisation is accelerated.

There are no restrictions on software and other intangible assets,

or any intangible assets pledged as securities for liabilities.

30 June 2021

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2020

788642836

Additions85—65150

Transfers from work in progress——(85)(85)

Balance at 30 June 2021873622901

Accumulated amortisation

Balance at 1 July 2020

(676)(1)—(677)

Amortisation(60)——(60)

Balance at 30 June 2021(736)(1)—(737)

Net carrying amount137522164

30 June 2020

Software

$M

Other intangibles

$M

Work in progress

$M

Total

$M

Cost

Balance at 1 July 2019

752623781

Additions52—69121

Disposals(16)——(16)

Transfers from work in progress——(50)(50)

Balance at 30 June 2020788642836

Accumulated amortisation

Balance at 1 July 2019

(643)(1)—(644)

Amortisation(49)——(49)

Disposals16——16

Balance at 30 June 2020(676)(1)—(677)

Net carrying amount112542159

At 30 June 2021 the contractual commitment for acquisition of software and other intangible assets was $4 million (30 June 2020:

$8 million).

Annual Report 202139
Note 3 – Customer retention assets

Customer retention costs are incremental costs incurred in

acquiring new contracts with new and existing customers

that Chorus expects are recoverable and are capitalised

as customer retention assets. Following initial recognition,

customer retention assets are stated at cost less accumulated

amortisation and impairment losses. Customer retention

assets have a finite life and are amortised from the month that

costs are capitalised on a straight-line basis over the average

connection life which is as follows:

New connections and migrations0-4 years

Customer incentives1 year

New connections

and migrations

$M

Customer

incentives

$M

Total

$M

Balance at 1 July 2019 (net carrying amount)57461

Additions31435

Amortisation(34)(6)(40)

Balance at 30 June 2020 (net carrying amount)54256

Additions37441

Amortisation(34)(4)(38)

Balance at 30 June 2021 (net carrying amount)57259

Amortisation of customer retention assets

Customer retention assets are amortised to the Income statement, either as amortisation expense or operating revenue, based on

the nature of the specific costs capitalised.

2021

$M

2020

$M

Amortised to amortisation expense3434

Amortised to operating revenue46

Total customer retention assets amortisation3840

Annual Report 202140
Note 4 – Debt

Debt is classified as non-current liabilities except for those with

maturities less than 12 months from the reporting date, which

are classified as current liabilities.

Debt is initially measured at fair value, less any transaction costs

that are directly attributable to the issue of the instruments.

Debt is subsequently measured at amortised cost using the

effective interest method. Some borrowings are designated in

fair value hedge relationships, which means that any change in

market interest and foreign exchange rates result in a change in

the fair value adjustment on that debt.

The weighted effective interest rate on debt including the effect

of derivative financial instruments and facility fees was 4.16%

(30 June 2020: 5.16%).

Due date

2021

$M

2020

$M

Syndicated bank facilitiesAug 202114030

Euro medium term notes EUROct 2023858883

Euro medium term notes EURDec 2026511527

Fixed rate NZD BondsMay 2021—400

Fixed rate NZD BondsDec 2027200—

Fixed rate NZD BondsDec 2028500500

Fixed rate NZD BondsDec 2030182—

Less: facility fees(18)(18)

Total Debt2,3732,322

Current140430

Non-current2,2331,892

Syndicated bank facilities

As at 30 June 2021 Chorus had a $350 million committed

syndicated facility on market standard terms and conditions

(30 June 2020: $550 million). The facility is held with banks that

are rated A to AA-, based on Standard & Poor’s ratings.

During the period, $200 million of facilities were terminated, and

the remaining $350 million of facilities were consolidated into

a single tranche and extended to April 2024. At 30 June 2021

$140 million of this facility was drawn down.

Euro Medium Term Notes (EMTN)

Face valueInterest rate

2021

$M

2020

$M

EUR 500 million1.13%858883

EUR 300 million0.88%511527

Chorus has in place cross currency interest rate swaps to hedge

the foreign currency exposure to the EMTN. The cross currency

interest rate swaps entitle Chorus to receive EUR principal and

EUR fixed coupon payments for NZD principal and NZD floating

interest payments. The EUR cross currency interest rate swaps

are partially hedged for the NZD interest payments using interest

rate swaps (notional amount EUR 800 million).

The EUR 500 EMTN cross currency interest rate swaps are

partially hedged for the NZD interest payments using interest

rate swaps (notional amount EUR 500 million). The EUR 300

cross currency interest rate swaps are fully hedged for the NZD

interest payments using interest rates swaps (notional amount

EUR 300 million).

The following table reconciles EMTN at hedged rates to EMTN

carrying value based on spot rates as reported under NZ IFRS.

EMTN at hedged rates is a non-GAAP measure and is not defined

by NZ IFRS:

2021

EUR 300

$M

2020

EUR 300

$M

2021

EUR 500

$M

2020

EUR 500

$M

EMTN (at carrying value)511527858883

Impact of fair value hedge(2)(5)(9)(12)

Impact of hedged rates used5(8)(64)(86)

EMTN at hedged rates514514785785

The fair value of EMTN’s is calculated based on the present value of future principal and interest cash flows, discounted at market

interest rates at balance date and is determined using Level 2 of the fair value hierarchy as described in Note 20. At balance date the

fair value of the EURO 500 million EMTN was $878 million (30 June 2020: $881 million) compared to a carrying value of $858 million

(30 June 2020: $883 million) and the fair value of the EUR 300 million EMTN is $526 million (30 June 2020: $539 million) compared

to a carrying value of $511 million (30 June 2020: $527 million).

Annual Report 202141
Fixed rate NZD Bonds

Due dateInterest rate

2021

$M

2020

$M

Fixed rate NZD BondsMay 20214.12%—400

Fixed rate NZD BondsDec 20271.98%200—

Fixed rate NZD BondsDec 20284.35%500500

Fixed rate NZD BondsDec 20302.51%182—

Total fixed rate NZD Bonds882900

On 2 December 2020 Chorus issued $400 million NZD Bonds

in two tranches, at fixed interest rates for 7 years and 10 years

of 1.98% and 2.51% respectively. The bonds will mature in

December 2027 and December 2030. The fixed rate on the 2030

tranche has been swapped to a floating rate using interest rate

swaps (see note 19) creating a fair value hedge which has a fair

value of $182 million (notional amount $200 million) at balance

date. This hedging relationship was entered to comply with

Chorus Treasury Policy which does not allow for greater than

70% of term debt to be subject to fixed interest rates beyond a

3-year time period.

The 2021 NZD Bonds were repaid and settled on 6 May 2021.

At 30 June 2021, Chorus had $900 million of unsecured,

unsubordinated debt securities (30 June 2020: $900 million).

Schedule of maturities

2021

$M

2020

$M

Current140430

Due one to two years——

Due two to three years858—

Due three to four years—883

Due four to five years——

Due over five years1,3931,027

Total due2,3912,340

Less: facility fees(18)(18)

2,3732,322

No debt has been secured against assets, however there are

financial covenants and event of default triggers, as defined

in the various debt agreements. During the current year

Chorus complied with the requirements set out in its financing

agreements (30 June 2020: complied).

Refer to note 20 for information on financial risk management.

Finance expense

2021

$M

2020

$M

Interest on syndicated bank facility55

Interest on EMTN - GBP—40

Interest on EMTN - EUR4744

Interest on fixed rate NZD bonds4340

Ineffective portion of changes in fair value of cash flow hedges(4)3

Other interest expense3027

Capitalised interest(2)(3)

Total finance expense excluding CIP securities (notional) interest119156

CIP securities (notional) interest3429

Total finance expense153185

Other interest expense includes $20 million lease interest expense (30 June 2020: $21 million) and $7 million of amortisation arising

from the difference between fair value and proceeds realised from the swaps reset (30 June 2020: $5 million).

Note 4 – Debt (cont.)

Annual Report 202142
Note 5 – Leases

Chorus is a lessee of certain network assets under lease

arrangements. For all leases Chorus recognises assets and

liabilities in the Statement of financial position, except those

determined to be short-term or low value. On inception of a new

lease, the lease payable is measured at the present value of the

remaining lease payments, discounted at Chorus’ incremental

borrowing rate at that date. Practical expedients within NZ IFRS 16:

Leases have been applied to allow a single discount rate to a

portfolio of leases with similar characteristics. Lease costs are

recognised through interest expense over the life of the lease.

The corresponding right of use asset incurs depreciation over

the estimated useful life of the asset.

Chorus’ discounted cash flows by category are summarised below:

Lease liabilities

2021

$M

2020

$M

Fibre cables149

Ducts, manholes and poles4945

Property201212

Total Lease payable264266

Extension options

Most leases contain extension options exercisable by Chorus

up to one year before the end of the non-cancellable contract

period. Where practicable, Chorus seeks to include extension

options in new leases to provide operational flexibility.

The extension options held are exercisable only by Chorus and

not by the lessors. Chorus assesses at lease commencement

whether it is reasonably certain the extension options will be

exercised, and where it is reasonably certain, the extension

period has been included in the lease liability calculation.

Chorus reassesses whether it is reasonably certain to exercise

the options if there is a significant event or significant change in

circumstances within its control.

Chorus’ discounted cash flows by maturity are summarised below:

2021

$M

2020

$M

Maturity analysis - contractual discounted cash flows

Less than one year

109

Between one and five years3836

More than five years216221

Total lease payable264266

Current109

Non-current254257

The amounts recognised in the income statement and the statement of cashflows relating to leases are summarised below:

2021

$M

2020

$M

Amounts recognised in Income statement:

Interest on lease payable

2021

Amounts recognised in Statement of cash flows:

Principal payments (net)

(8)(2)

Lease interest (net)(20)(21)

Other leases

Chorus also leases IT equipment with contract terms of one to three years. These leases are of low value. Chorus has elected not to

recognise right of use assets and lease liabilities for these leases.

The agreement for exchange and commercial co-location space leased by Spark ended during the period, and as a result no lease

receivable is recognised as at 30 June 2021 (30 June 2020: $3 million).

Annual Report 202143
Note 6 – Crown Infrastructure Partners (CIP) securities

Ultra-Fast Broadband (UFB)

Chorus receives Crown funding to finance construction costs

associated with the development of the UFB network. For the

first phase of the UFB network build (UFB1) Chorus received

funding at a rate of $1,118 for every premises passed (as certified

by CIP), in return Chorus issued CIP equity securities, CIP debt

securities and CIP warrants. UFB1 build was completed in

December 2019 to a total value of $924 million funding received.

Premises passed and tested by CIP under UFB1 totalled 827,000.

For the second phase of the UFB network build (UFB2 and

UFB2+), there are five different funding rates applied, at an

average rate of $1,828 for every premises passed (as certified by

CIP). In return for the CIP funding, CIP equity and debt securities

will be issued on very similar terms as UFB1 securities. Chorus

can elect the mix of securities to be issued (up to a maximum

of $306 million equity securities for UFB2). There are no CIP

warrants in relation to UFB2 and UFB2+ funding. The total

committed funding available for Chorus for the second phase is

expected to be $411 million. As at 30 June 2021, for UFB2 and

UFB2+ there have been 150,000 premises passed and tested by

CIP (30 June 2020: UFB2 and UFB2+ 83,000).

The CIP equity and debt securities are recognised initially

at fair value plus any directly attributable transaction costs.

Subsequently, they are measured at amortised cost using the

effective interest method. The fair value is derived by discounting

the equity securities and debt securities per premises passed by

the effective rate based on market rates. The difference between

funding received and the fair value of the securities is recognised

as Crown funding. Over time, the CIP debt and equity securities

increase to face value and the Crown funding is released against

depreciation and reduces to nil.

CIP equity securities

CIP equity securities are a class of non-interest bearing security

that carry no right to vote at meetings of holders of Chorus

ordinary shares but entitle the holder to a preferential right to

repayment on liquidation and additional rights that relate to

Chorus’ performance under its construction contract with CIP.

For UFB1 equity securities, dividends will become payable on a

portion of the CIP equity securities from 2025 onwards, with the

portion of CIP equity securities that attract dividends increasing

over time. For UFB2 and UFB2+ equity securities, dividends

will become payable from 2030 for securities issued prior to

30 June 2020. For all those issued after this date, dividends will

become payable from 2036.

CIP equity securities can be redeemed by Chorus at any time by

payment of the issue price or issue of new ordinary shares (at a

5% discount to the 20-day volume weighted average price) to

the holder. In limited circumstances CIP equity securities may be

converted by the holder into voting preference or ordinary shares.

The CIP equity securities are required to be disclosed as a liability

until the liability component of the compound instrument expires.

CIP debt securities

CIP debt securities are unsecured, non-interest bearing and

carry no voting rights at meetings of holders of Chorus ordinary

shares. Chorus is required to redeem the CIP debt securities

in tranches from 2025 (2030 for UFB2 and UFB2+) to 2036 by

repaying the face value to the holder.

The principal amount of CIP debt securities consists of a senior

portion and a subordinated portion. The senior portion ranks

equally with all other unsecured, unsubordinated creditors of

Chorus, and has the benefit of any negative pledge covenant

that may be contained in any of Chorus’ debt arrangements.

The subordinated portion ranks below all other Chorus

indebtedness but above ordinary shares of Chorus. The initial

value of the senior portion is the present value (using a discount

rate of 8.5%) of the sum repayable on the CIP debt securities, and

the initial subordinated portion will be the difference between

the issue price of the CIP debt security and the value of the

senior portion.

CIP warrants

For UFB 1 Chorus issued warrants to CIP for nil consideration

along with each tranche of CIP equity securities. Each CIP

warrant gives CIP the right, on a specified exercise date, to

purchase at a set strike price a Chorus share to be issued by

Chorus. The strike price for a CIP warrant is based on a total

shareholder return of 16% per annum on Chorus shares over the

period December 2011 to June 2036.

At 30 June 2021, Chorus had issued a total 14,678,063 warrants

which had a fair value and carrying value that approximated

zero (30 June 2020: 14,216,213 warrants issued). The number of

fibre connections made by 30 June 2021 impacts the number

of warrants that could be exercised. Because fibre connections

already exceed 20% before 30 June 2021, the number of

warrants that would be able to be exercised is 14,678,063

(30 June 2020: 14,216,213).

Annual Report 202144
At 30 June 2021, the component parts of debt and equity instruments including notional interest were:

20212020

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

CIP debt

securities

$M

CIP equity

securities

$M

Total CIP

securities

$M

Fair value on initial recognition

Balance at 1 July

176184360154129283

Additional securities recognised at fair value—5050225577

Balance at 30 June176234410176184360

Accumulated notional interest

Balance at 1 July

4952101363672

Notional interest142034131629

Balance at 30 June63721354952101

Total CIP securities239306545225236461

The fair value of CIP debt securities at balance date was

$296 million (30 June 2020: $287 million) compared to a

carrying value of $239 million (30 June 2020: $225 million).

The fair value of CIP equity securities at balance date was

$357 million (30 June 2020: $291 million) compared to a

carrying value of $306 million (30 June 2020: $236 million).

The fair value has been calculated using discount rates from

market rates at balance date.

Key assumptions in calculations on initial recognition

On initial recognition, a discount rate between 5.18% to 6.67%

(30 June 2020: 4.49% to 6.90%) was used for the CIP equity

securities to discount the expected cash flows, based on the

NZ swap curve. There were no debt securities issued during the

period (30 June 2020: 2.50% to 6.90%). The swap rates were

adjusted for Chorus specific credit spreads (based on market

observed credit spreads for debt issued with similar credit ratings

and tenure). The discount rate on the CIP equity securities is

capped at Chorus’ estimated cost of (ordinary) equity.

Note 7 – Crown funding

Crown funding is recognised at fair value where there is

reasonable assurance that the funding is receivable and all

attached conditions will be complied with. Crown funding is

then recognised in earnings as a reduction to depreciation

expense on a systematic basis over the useful life of the asset the

funding was used to construct.

20212020

UFB

$M

WCSNB

$M

RBI

$M

Other

$M

Total

$M

UFB

$M

RBI

$MI

Other

$M

Total

$M

Fair value on initial recognition

Balance at 1 July

707—242671,01662824260930

Additional funding recognised at fair value7324—610379—786

Balance at 30 June78024242731,119707242671,016

Accumulated amortisation of funding

Balance at 1 July

(74)—(46)(15)(135)(56)(38)(14)(108)

Amortisation(18)—(8)(3)(29)(18)(8)(1)(27)

Balance at 30 June(92)—(54)(18)(164)(74)(46)(15)(135)

Total Crown funding688241885595563319652881

Current2726

Non-current928855

Note 6 – Crown Infrastructure Partners (CIP) securities (cont.)

Annual Report 202145
Ultra-Fast Broadband (UFB)

Chorus receives Crown funding to finance construction

costs associated with the development of the UFB network.

During the period Chorus has recognised funding for 67,000

premises where the premises was passed and tested by CIP as at

30 June 2021 under UFB 2 and UFB 2+ (30 June 2020: 112,000;

UFB1 65,000; UFB2 and UFB2+ 47,000).

This brings the total number of premises passed and tested by

CIP at 30 June 2021 to approximately 977,000 (30 June 2020:

910,000). The total number of premises passed (including those

that have not been tested by CIP) was approximately 989,000 at

30 June 2021 (30 June 2020: 917,000).

Continued recognition of the full amount of the Crown funding

is contingent on certain material performance targets being met

by Chorus. The most significant of these material performance

targets relate to compliance with certain specifications under

user acceptance testing by CIP. Performance targets to date

have been met.

West Coast Southland Network Build (WCSNB)

Chorus receives Crown funding to finance capital expenditure

associated with the development of the West Coast Southland

Network. Chorus is entitled to claim payment for costs relating

to deployment of rural cabinets, links, schools, hospitals, health

centres and mobile sites. One dollar of funding can be claimed

for each dollar of allowable costs incurred by Chorus, up to a

maximum funding limit agreed with CIP. Under phases 1 and 2 of

the WCSNB agreement, approximately $46 million of funding is

expected to be received.

Other

Chorus receives funding towards the cost of relocation of

communications equipment, school lead-ins and extending the

network coverage to rural areas.

Note 8 – Segmental reporting

An operating segment is a component of an entity that engages

in business activities from which it may earn revenues and incur

expenses and for which operating results are regularly reviewed

by the entity’s chief operating decision maker and for which

discrete financial information is available.

Chorus’ Chief Executive Officer (CEO) has been identified as the

chief operating decision maker for the purpose of segmental

reporting.

Chorus has determined that it operates in one segment

providing nationwide fixed line communications infrastructure.

The determination is based on the reports reviewed by the CEO

in assessing performance, allocating resources and making

strategic decisions.

All Chorus’ operations are provided in New Zealand, therefore no

geographic information is provided.

Three Chorus customers met the reporting threshold

of 10 percent of Chorus’ operating revenue in the year

to 30 June 2021. The total revenue for the year ended

30 June 2021 from these customers was $372 million

(30 June 2020: $409 million), $178 million (30 June 2020:

$195 million) and $120 million (30 June 2020: $117 million).

Note 9 – Operating revenue

Revenue is measured based on the consideration specified in

a contract with a customer and excludes amounts collected

on behalf of third parties. Chorus recognises revenue when it

transfers control of a product or service to a customer.

Chorus services provided to customersNature, performance obligation and timing of revenue

Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.

Chorus recognises revenue as it provides this service to its customers at a point in time.

Unbilled revenues from the billing cycle date to the end of each month are recognised as

revenue during the month the service is provided. Revenue is deferred in respect of the

portion of fixed monthly charges that have been billed in advance.

Value added network servicesProviding enhanced access to the Chorus fixed line network to enable internet access,

through backhaul and handover link services to connect across wider areas and to higher

quality levels. Recognition is the same as described for fibre and copper connections above.

InfrastructureProviding physical storage and site-sharing rental services for co-location of third party or

shared assets. This is billed and recognised on a monthly basis, based on a point in time.

Field servicesProviding services in the field to protect, strengthen, and increase the available network

– for example, installation services, wiring and consultation services. This is billed and

recognised as the service is provided over time. Revenue from installation of connections is

recognised upon completion of the connection.

Note 7 – Crown funding (cont.)

Annual Report 202146
Revenue by service

2021

$M

2020

$M

Fibre broadband477393

Copper based broadband203271

Copper based voice6882

Fibre premium6873

Field services6265

Value added network services3029

Infrastructure2724

Data services copper916

Other36

Total operating revenue947959

Note 10 – Operating expenses

2021

$M

2020

$M

Labour7480

Network maintenance6364

Information technology4847

Other network costs2929

Electricity1815

Rent and rates1213

Property maintenance1212

Provisioning25

Insurance43

Consultants79

Regulatory levies87

Other2127

Total operating expenses298311

Labour

Labour of $74 million (30 June 2020: $80 million) represents

employee costs which are not capitalised.

Pension contributions

Included in labour costs are payments to the New Zealand

Government Superannuation Fund of $299,000 (30 June 2020:

$335,000) and contributions to KiwiSaver of $3.0 million

(30 June 2020: $3.2 million).  At 30 June 2021 there were

11 employees in New Zealand Government Superannuation Fund

(30 June 2020: 14 employees) and 740 employees in KiwiSaver

(30 June 2020: 752 employees). Chorus has no other obligations

to provide pension benefits in respect of employees.

Charitable and political donations

Other costs include charitable donations of $223,231 towards

digital inclusion and health initiatives (30 June 2020: Lifeline,

Women’s Refuge, KidsCan and Porirua E-Learning Trust of

$207,295). Chorus has not made any political donations

(30 June 2020: nil).

Note 9 – Operating revenue (cont.)

Annual Report 202147
Auditor remuneration

Included in other expenses are fees paid to auditors:

2021

$000's

2020

$000's

Audit and review of statutory financial statements552537

Regulatory audit and assurance work459298

Tax compliance services

1

—21

Other assurance services

2

—22

Other services

3

1010

Total other services469351

Total fees paid to the auditor1,021888

1. No tax compliance services were provided in the current period (30 June 2020: tax treatment of the interest rate swap restructure and other sundry

tax assistance).

2. Relates to attendance at the Annual Shareholders Meeting and assurance relating to EMTN refresh comfort letters (30 June 2020: same services as

current year).

3. Other services included preparation and presentation of hedge accounting training (30 June 2020: same services as current year).

Note 11 – Trade and other receivables

Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).

They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.

2021

$M

2020

$M

Trade receivables92107

Other receivables1110

Prepayments2124

Trade and other receivables124141

Current122140

Non-current21

Trade receivables are non-interest bearing and are generally on

terms of 20 working days or less.

Chorus maintains a provision for impairment losses when there

is objective evidence of its customers being unable to make

required payments and makes provision for doubtful debt

where debt is more than 60 days overdue. There have been no

significant individual impairment amounts recognised as an

expense. Trade receivables are net of allowances for disputed

balances with customers.

The ageing profile of trade receivables is as follows:

2021

$M

2020

$M

Not past due8691

Past due 1-30 days616

92107

Chorus has a concentrated customer base consisting

predominantly of a small number of retail service providers.

The concentrated customer base heightens the risk that a dispute

with a customer, or a customer’s failure to pay for services, will

have a material adverse effect on the collectability of receivables.

Any disputes arising that may affect the relationship between

the parties will be raised by relationship managers and follow a

dispute resolution process. Chorus has $6 million of accounts

receivable that are past due but not impaired (30 June 2020:

$16 million). The carrying value of trade and other receivables

approximates the fair value. The maximum credit exposure is

limited to the carrying value of trade and other receivables.

Note 10 – Operating expenses (cont.)

Annual Report 202148
Note 12 – Trade and other payables

Trade and other payables are initially recognised at fair value

less transaction costs (if any). They are subsequently measured

at amortised cost using the effective interest method. Trade and

other payables are non-interest bearing and are normally settled

within 30 day terms. The carrying value of trade and other

payables approximates their fair values.

2021

$M

2020

$M

Trade payables6882

Accruals126125

Personnel accruals1416

Revenue billed in advance8159

Trade and other payables289282

Current278279

Non-current113

Note 13 – Commitments

Network infrastructure project agreement

Chorus is committed to deploying infrastructure for premises in

the UFB2 and UFB2+ candidate areas awarded to Chorus, to be

built according to annual build milestones and to be completed

no later than December 2022. In total it is expected that the

communal infrastructure for UFB2 and UFB2+ will pass an

estimated 223,000 premises. Chorus has estimated it will cost

$548 to $568 million to build the communal UFB2 and UFB2+

network by the end of 2022.

West Coast Southland Network Build (WCSNB) agreement

Chorus has signed a contract with CIP to deploy fibre in Milford

Sound and on the West Coast of the South Island. Chorus will

receive funding from CIP of up to $46 million in relation the

build.

Capital expenditure

Refer to note 1 and note 2 for details of capital expenditure

commitments.

Lease commitments

Refer to note 5 for details of lease commitments.

Note 14 – Taxation

This note provides an analysis of Chorus’ income tax expense and

shows which amounts are recognised in the Income statement,

Statement of other comprehensive income or directly in equity

and how income tax expense is affected by non-taxable items.

Income tax expense for the current year comprises current and

deferred tax. Income tax expense is recognised in the Income

statement, except to the extent it relates to items recognised

in the Statement of other comprehensive income or directly in

equity. In these cases, income tax expense is recognised in the

Statement of other comprehensive income or directly in equity.

Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities for

financial reporting purposes and the amount used for taxation

purposes. The amount of the deferred tax is based on the

expected manner of realisation of the carrying amount of

assets and liabilities, using the tax rates enacted or substantially

enacted at reporting year end. A deferred tax asset is recognised

only to the extent it is probable it will be utilised.

Annual Report 202149
Income tax expense

2021

$M

2020

$M

Recognised in Income statement

Net earnings before tax

7273

Tax at 28%2021

Tax effect of adjustments

Other non-taxable items

55

Reinstatement of depreciation on buildings—(5)

Tax expense recognised in Income statement2521

Comprising:

Current tax expense

11

Deferred tax expense2420

2521

Recognised in other comprehensive income

Net movement in hedging related reserves

83(39)

Tax at 28%23(11)

Tax expense/(benefit) recognised in other comprehensive income23(11)

Comprising:

Deferred tax expense/(benefit)

23(11)

23(11)

The movement in the deferred tax assets and liabilities is presented below.

Deferred tax receivable

Changes in fair value of

hedging reserves

$M

Finance leases

$M

Total

$M

Balance at 1 July 20193368101

Recognised in Income statement—44

Recognised in other comprehensive income11—11

Balance at 30 June 20204472116

Recognised in other comprehensive income(23)—(23)

Balance at 30 June 2021217293

Deferred tax payable

EMTN debt securities

$M

Network, software,

customer retention and

other intangible assets

$M

Other

$M

Total

$M

Balance at 1 July 201923204326

Recognised in Income statement(2)18824

Balance at 30 June 2020—33812350

Recognised in Income statement—18624

Balance at 30 June 2021—35618374

Imputation credits

There are $33 million (30 June 2020: $74 million) imputation credits available for subsequent reporting periods. Chorus has sufficient

imputation credits to fully impute the 2021 final dividend.

Note 14 – Taxation (cont.)

Annual Report 202150
Note 15 – Cash, call deposits, and cash overdraft

Cash and call deposits are held with bank and financial

institution counterparties rated at a minimum of A, based on

rating agency Standard & Poor’s ratings.

There are no cash or call deposit balances held that are not

available for use.

The carrying values of cash and call deposits approximate

their fair values. The maximum credit exposure is limited to the

carrying value of cash and call deposits.

Cash and call deposits denominated in foreign currencies are

retranslated into New Zealand dollars at the spot rate of exchange

at the reporting date. All differences arising on settlement or

translation of monetary items are taken to the Income statement.

Chorus has a $10 million overdraft facility which is used in

normal course of operations.

Cash flow

Cash flows from derivatives in cash flow and fair value hedge

relationships are recognised in the Statement of cash flows in

the same category as the hedged item.

For the purposes of the Statement of cash flows, cash is

considered to be cash on hand, in banks and cash equivalents,

including bank overdrafts and highly liquid investments that are

readily convertible to known amounts of cash which are subject

to an insignificant risk of changes in values.

Note 16 – Equity

Share capital

Movements in Chorus Limited’s issued ordinary shares were as follows:

2021

Number of shares

(millions)

2020

Number of shares

(millions)

Balance 1 July444439

Dividend reinvestment plan35

Balance at 30 June447444

Chorus Limited has 447,024,884 fully paid ordinary shares

(30 June 2020: 444,491,560). The issued shares have no par

value. The holders of ordinary shares are entitled to receive

dividends as declared from time to time and are entitled to

one vote per share at meetings of Chorus Limited. Under

Chorus Limited’s constitution, Crown approval is required if a

shareholder wishes to have a holding of 10% or more of Chorus

Limited’s ordinary shares, or if a shareholder who is not a

New Zealand national wishes to have a holding of 49.9% or more

of ordinary shares.

On 12 October 2020 and 13 April 2021, fully imputed dividends

of 14 cents per share and 10.5 cents per share respectively were

paid to shareholders. These two dividend payments totalled

$109 million (30 June 2020: 23.5 cents, $104 million).

In relation to the October 2020 dividend, eligible shareholders

(those resident in New Zealand or Australia) could choose to

have Chorus Limited reinvest all or part of their dividends in

additional Chorus Limited shares. 2,533,324 shares with a total

value of $23 million (30 June 2020: 5,203,406 shares across

both dividends, $28 million) were issued in lieu of the October

2020 dividend. The dividend reinvestment plan was not available

for the April 2021 dividend.

Chorus Limited issues securities to CIP based on the number

of premises passed. CIP securities are a class of security that

carry no right to vote at meetings of holders of Chorus Limited

ordinary shares but carry a preference on liquidation. Refer to

note 6 for additional information on CIP securities.

Should Chorus Limited return capital to shareholders, any return

of capital that arose on demerger may be taxable as Chorus

Limited had zero available subscribed capital on demerger.

Long-term performance share scheme

Chorus operates a long-term performance share scheme for

selected key management personnel. Under the legacy option

plan, selected key management personnel were issued shares.

This was superseded by a new long-term performance share

scheme in July 2019 under which key senior management are

issued share-rights instead of issuing shares. The existing grants

under the legacy share plan will continue until their vesting date.

Legacy share scheme

In August 2018, Chorus issued one three-year grant. The shares

have a vesting date of 27 August 2021 and an expiry date of

27 February 2022. The grant has an absolute performance hurdle

(Chorus’ actual total shareholder return equalling or being

greater than 10.4% per annum compounding) ending on the

vesting date, with provision for monthly retesting in the following

six month period.

The shares are held by a nominee (Chorus LTI Trustee Limited)

on behalf of the participants, until after the shares vest when the

nominee is directed to transfer or sell the shares. If the shares do

not vest, they may be held or sold by the nominee. The shares

carry the same rights as all other shares.

Participants have been provided with interest-free limited

recourse loans to fund the 101,480 shares purchased under the

LTI scheme (30 June 2020: 245,094 shares).

Annual Report 202151
New share scheme

In August 2019, Chorus issued a tranche of share rights

under the new scheme. The shares have a vesting date of

30 August 2022 and an expiry date of 30 August 2023. The grant

has an absolute performance hurdle (Chorus’ actual total

shareholder return equalling or being greater than 10.35% per

annum compounding) ending on the vesting date, with provision

for monthly retesting in the following twelve-month period.

In August 2020, Chorus issued a tranche of share rights

under the new scheme. The shares have a vesting date of

30 August 2023 and an expiry date of 30 August 2024. The grant

has an absolute performance hurdle (Chorus’ actual total

shareholder return equalling or being greater than 9.65% per

annum compounding) ending on the vesting date, with provision

for monthly retesting in the following twelve-month period.

The LTI scheme is an equity settled scheme and treated as an

option plan for accounting purposes. Each tranche of each grant

was valued separately. The absolute performance hurdle was

valued using Monte Carlo simulations.

The combined option cost for the year ended 30 June 2021

of $399,000 has been recognised in the Income statement

(30 June 2020: $392,000).

Reserves

Refer to note 19 for information on the cash flow hedge reserve

and cost of hedging reserve.

Note 17 – Earnings per share

The calculation of basic earnings per share at 30 June 2021 is based on the net earnings for the year of $47 million (30 June 2020:

$52 million), and a weighted average number of ordinary shares outstanding during the period of 446 million (30 June 2020:

444 million), calculated as follows:

20212020

Basic earnings per share

Net earnings attributable to ordinary shareholders ($ millions)

4752

Denominator - weighted average number of ordinary shares (millions)446444

Basic earnings per share (dollars)0.110.12

Diluted earnings per share

Net earnings attributable to ordinary shareholders ($ millions)

4752

Weighted average number of ordinary shares (millions)446444

Ordinary shares required to settle CIP equity securities (millions)12183

Ordinary shares required to settle CIP warrants (millions)1514

Denominator - diluted weighted average number of shares (millions)582541

Diluted earnings per share (dollars)0.080.10

The number of ordinary shares that would have been required

to settle all CIP equity securities and CIP warrants on issue at 30

June has been used for the purposes of the diluted earnings per

share calculation.

Net tangible assets per security

Net tangible assets per security as at 30 June 2021 was $1.45

(30 June 2020: $1.39).

Note 18 – Related party transactions

Transactions with related parties

Key management personnel are defined as those persons

having authority and responsibility for planning, directing, and

controlling the activities of the Group, directly or indirectly, and

include the Directors, the Chief Executive, and his direct reports.

Certain key management personnel have interests in a number

of companies that Chorus has transactions within the normal

course of business.

Chorus has loans to employees and nominees receivable at

30 June 2021 of $0.4 million (30 June 2020: $0.9 million) as

outlined in the employee share plan section of note 16. All loans

outstanding are interest-free limited recourse loans.

Note 16 – Equity (cont.)

Annual Report 202152
Key management personnel compensation

2021

$000's

2020

$000's

Short term employee benefits7, 78 58,368

Termination benefits595—

Share based payments468392

8,8488,760

This table includes gross remuneration of $1.1 million (30 June 2020: $1.1 million) paid to Directors and $7.7 million (30 June 2020:

$7.7 million) paid to key management personnel for the year.

Refer to note 16 for details of long-term incentives.

Note 19 – Derivatives

Chorus uses derivative financial instruments to reduce its

exposure to fluctuations in foreign currency exchange rates,

interest rates and the spot price of electricity. The use of hedging

instruments is governed by the Treasury Policy approved by the

Board. Derivatives are initially recognised at fair value on the

date a derivative contract is entered into and are subsequently

remeasured to fair value, with an adjustment made for credit risk in

accordance with NZ IFRS 9: Financial Instruments. The derivatives

are considered Level 2 investments as defined in Note 20.

Recognition of the resulting remeasurement gain or loss

depends on whether the derivative is designated as a hedging

instrument. If the derivative is not designated as a hedging

instrument, the remeasurement gain or loss is recognised

immediately in the Income statement.

Interest rate swaps

As at 30 June 2021 Chorus holds all interest rate swaps in

designated hedging relationships.

All interest rate swaps which are designated as cash flow hedges

are held in effective hedging relationships and their unrealised

gains or losses are recognised in the cash flow hedge reserve.

Chorus has also entered into two interest rate swaps which are

designated as fair value hedges. They have a combined face

value $200 million and were entered in conjunction with the

10 year NZD bonds issued on 2 December 2020. The intention of

these instruments is to swap the interest exposure from a fixed

to a floating rate to December 2030. This hedging relationship

was entered to comply with Chorus Treasury Policy which does

not allow for greater than 70% of term debt to be subject to fixed

interest rates beyond a 3 year time period.

Restructured interest rate swaps

Three interest rate swaps have been restructured: two in

December 2018 and one in February 2020.

The two December 2018 restructured interest rate swaps

have a combined face value of $500 million and were reset

in conjunction with the resettable NZD fixed rate bond issued

on 6 December 2018 to hedge interest rate exposure from

December 2023. As part of the restructure the original hedge

relationship was discontinued and on termination there was a

net present value of $14 million to be recognised in the cash flow

hedge reserve. This amount was held in the cash flow hedge

reserve as the hedged item still exists and is amortised over the

original hedge period (April 2020-April 2026). The unamortised

balance of the original fair values at 30 June 2021 is $11 million

(30 June 2020: $13 million).

The forward dated interest rate swap restructured in February 2020

had a face value of $200 million and was reset to be in conjunction

with the EUR 300 million EMTN issued on 5 December 2019,

to hedge interest rate exposure from April 2020. The original

hedge relationship was discontinued and on termination had

a net present value of $27 million. This amount was held in the

cash flow hedge reserve as the hedged item still exists and will

be amortised over the original hedge period (April 2020-April

2026). The unamortised balance of the original fair values at

30 June 2021 was $21 million (30 June 2020: $26 million).

Cross currency interest rate swaps

In conjunction with the EMTN EUR 500 million issued in October

2016 and the EMTN EUR 300 million issued in December 2019,

Chorus entered into cross currency interest rate swaps to hedge

the foreign currency and foreign interest rate risks on the EUR

EMTNs. The 2016 swaps have an aggregate principal of EUR

500 million on the receive leg and NZD 785 million on the pay

leg, and the 2019 swaps have an aggregate principal of EUR

300 million on the receive leg and NZD 514 million on the pay leg.

Using the cross-currency interest rate swaps, Chorus will pay New

Zealand Dollar floating interest rates and receive EUR nominated

fixed interest with coupon payments matching the underlying

notes. Chorus designated the EMTN and cross currency interest

rate swaps into three-part hedging relationships for each issue:

• a fair value hedge of EUR benchmark interest rates,

• a cash flow hedge of margin; and

• a cash flow hedge of the principal exchange.

Note 18 – Related party transactions (cont.)

Annual Report 202153
Hedge accounting

Chorus designates certain derivatives as either:

• Fair value hedges (of the fair value of recognised assets or

liabilities or firm commitments); or

• Cash flow hedges (of highly probable forecast transactions).

At inception each hedge relationship is formalised in NZ IFRS 9

compliant hedge documentation.

Chorus has a 1:1 hedge ratio and sources of ineffectiveness are

generally driven by credit value adjustments of derivatives.

Cash flow hedges

For cash flow hedges the effective part of the changes in fair value

of the hedging derivative are deferred in Other comprehensive

income and are transferred to the Income statement when the

hedged item affects the Income statement. Any gain or loss

relating to the ineffective portion of the hedging instrument in cash

flow hedge relationships are recognised in the Income statement.

Hedge accounting is discontinued when the hedge instrument

expires or is sold, terminated, exercised, or no longer qualifies for

hedge accounting.

Once hedging is discontinued, any cumulative gain or loss

previously recognised in Other comprehensive income is

recognised in the Income statement either:

• at the same time as the forecast transaction; or

• immediately if the transaction is no longer expected to occur.

Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of

the cumulative net change in the fair value of cash flow hedging

instruments related to hedged transactions that have not yet

affected the Income statement.

For cash flow hedges, the effective portion of gains or losses

from remeasuring the fair value of the hedging instrument is

recognised in Other comprehensive income and accumulated

in the cash flow hedge reserve. Accumulated gains or losses are

subsequently transferred to the Income statement when the

hedged item affects the Income statement, or when the hedged

item is a forecast transaction that is no longer expected to occur.

Alternatively, when the hedged item results in a non-financial

asset or liability, the accumulated gains and losses are included

in the initial measurement of the cost of the asset or liability.

As long as the existing cash flow hedge relationships remain

effective, any future gains or losses will be processed through

the hedge equity reserves. Minor differences in the hedged

values will flow to finance expense in the income statement over

the life of the derivatives as ineffectiveness. Neither the direction,

nor the rate of the impact on the income statement can be

predicted as it is influenced by external market factors. In the

current year, ineffectiveness was credit $4 million (30 June 2020:

debit $3 million) across the hedge relationships (refer to note 4).

A reconciliation of movements in the cash flow hedge reserve:

2021

$M

2020

$M

Balance at 1 July10574

Changes in cash flow hedges(86)39

Amortisation of de-designated cash flow hedges transferred to Income statement(7)4

Tax expense/(benefit)26(12)

Closing balance at 30 June38105

Fair value hedges

Under a fair value hedge, the hedged item is revalued at fair

value in respect of the hedged risk. This revaluation is recognised

in the Income statement to offset the mark-to-market

revaluation of the hedging derivative, except for any adjustment

on the hedging derivative relating to credit risk.

Once hedging is discontinued, the fair value adjustment to the

carrying amount of the hedged item arising from the hedged

risk is amortised through the Income statement from that date

through to maturity of the hedged item. If the hedged item is

derecognised any corresponding fair value hedge adjustment is

immediately recognised in the Income statement.

To hedge the interest rate risk and foreign currency risk on the

EUR EMTN, Chorus uses cross currency interest rate swaps.

For hedge accounting purposes, these swaps were aggregated

and designated as two cash flow hedges and a fair value hedge.

Chorus hedges a portion of the EUR EMTN for Euro fixed rate

interest to Euro floating rate interest via a fair value hedge. In this

case, the change in the fair value of the hedged risk is also

attributed to the carrying value of the EMTN (refer to note 4).

Cost of hedging reserve

The cost of hedging reserve captures changes in the fair value

of the cost to convert foreign currency to NZD of Chorus’ cross

currency interest rate swaps on the EUR EMTN.

A reconciliation of movements in the cost of hedging reserve:

2021

$M

2020

$M

Balance at 1 July69

Change in currency basis spreads (when excluded from the designation)10(4)

Tax (benefit)/expense(3)1

Closing balance at 30 June136

Note 19 – Derivatives (cont.)

Annual Report 202154
Hedging instruments used (pre-tax):

Life to date values as at 30 June 2021

Year to date values recognised during the year ended

30 June 2021

Carrying amount of the hedging instrument

Hedge effectiveness in

reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount of

the hedging

instrument

$M

Assets

$M

Liabilities

$M

Change in

value used for

calculating

hedge

effectiveness

$M

Cost of

hedging

reserve

$M

Cash flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified

to the

Income

statement

$M

Fair value

hedge

recognised in

the Income

statement

$M

Recognised

in the Income

statement

$M

Cash flow hedges

Interest rate swaps

(including forward

starting)

NZD3-81.50%86412—12—41———

Restructured

interest rate swaps

2018 (forward

starting)

NZD84.41%500—(53)(37)—32——(2)

Restructured

interest rate swap

2020

NZD63.35%200—(20)8—15——5

Forward exchange

rate contracts

NZD:USD1-20.690352—(1)(1)—(1)(1)——

Forward exchange

rate contracts

NZD:SEK1-25.929843————————

Electricity futuresNZD1-3NANA5—6—6(1)——

Fair value hedges

Interest rate swaps

NZD9Floating200—(18)(18)———(18)1

Fair value and cash flow hedges

Cross currency

interest rate swaps

NZD:EUR3Floating78558—71(13)(20)214—

Cross currency

interest rate swaps

NZD:EUR6Floating514—(15)(10)(6)(12)134—

Total hedged derivatives3,15875(107)31(19)6132(10)4

Current—4(1)——

Non-current—71(106)——

Note 19 – Derivatives (cont.)

Annual Report 202155
Life to date values as at 30 June 2020

Year to date values recognised during the year ended

30 June 2020

Carrying amount of the hedging instrument

Hedge effectiveness in

reserves

Hedge

effectiveness

Hedge

ineffectiveness

Currency

Maturity

years

Average

rate

Nominal

amount of

the hedging

instrument

$M

Assets

$M

Liabilities

$M

Change in

value used for

calculating

hedge

effectiveness

$M

Cost of

hedging

reserve

$M

Cash flow

hedge

(OCI)

$M

Cash flow

hedge

reclassified

to the

Income

statement

$M

Fair value

hedge

recognised in

the Income

statement

$M

Recognised

in the Income

statement

$M

Cash flow hedges

Cross currency

interest rate swaps

NZD:GBP0Floating—————178(186)—(2)

Interest rate swapsNZD04.89%—————18———

Interest rate swaps

(including forward

starting)

NZD4-91.93%600—(31)(31)—12———

Restructured

interest rate swaps

2018 (forward

starting)

NZD94.41%500—(81)(65)—(31)———

Restructured

interest rate swap

2020

NZD73.35%200—(36)(8)—(34)———

Forward exchange

rate contracts

NZD:USD1-20.6586221—1—1(1)——

Forward exchange

rate contracts

NZD:SEK16.016834————————

Electricity futuresNZD1-3NANA1—1—1(1)——

Fair value and cash flow hedges

Cross currency

interest rate swaps

NZD:EUR4Floating78585—95(11)27(24)(1)—

Cross currency

interest rate swaps

NZD:EUR7Floating5148—625(8)(6)(1)

Total hedged derivatives2,65595(148)(1)(9)177(220)(7)(3)

Current—2———

Non-current—93(148)——

All hedging instruments can be found in the derivative finance

assets and liabilities, in the Statement of financial position. Items

taken to the Income statement have been recognised in finance

expenses (refer note 4).

Credit risk associated with derivative financial instruments

is managed by ensuring that transactions are executed with

counterparties with high quality credit ratings along with credit

exposure limits for different credit classes. The counterparty credit

risk is monitored and reviewed by the Board on a regular basis.

Note 19 – Derivatives (cont.)

Annual Report 202156
Note 20 – Financial risk management

Chorus’ financial instruments consist of cash, short-term

deposits, trade and other receivables (excluding prepayments),

investments and advances, trade payables and certain other

payables, syndicated bank facilities, EMTN, fixed rate NZD bonds,

derivative financial instruments and CIP securities. Financial

risk management for currency and interest rate risk is carried

out by the treasury function under policies approved by the

Board. Chorus’ risk management policy, approved by the Board,

provides the basis for overall financial risk management.

Chorus does not hold or issue derivative financial instruments

for trading purposes. All contracts have been entered into with

creditworthy financial institutions. The risk associated with these

transactions is the cost of replacing these agreements at the

current market rates in the event of default by a counterparty.

Currency risk

Chorus’ exposure to foreign currency fluctuations predominantly

arises from the foreign currency debt and future commitments

to purchase foreign currency denominated assets. The primary

objective in managing foreign currency risk is to protect against

the risk that Chorus’ assets, liabilities and financial performance

will fluctuate due to changes in foreign currency exchange rates.

Chorus enters into foreign exchange contracts and cross currency

interest rate swaps to manage the foreign exchange exposure.

Chorus has EUR 800 million foreign currency debt in the form of

EMTN. The EUR EMTN has in place cross currency interest rate

swaps under which Chorus receives EUR 800 million principal

and EUR fixed coupon payments for $1,299 million principal

and floating NZD interest payments. The exchange gain or

loss resulting from the translation of EMTN denominated in

foreign currency to NZD is recognised in the Income statement.

The movement is offset by the translation of the principal value

of the related cross currency interest rate swap.

As at 30 June 2021, Chorus did not have any significant

unhedged exposure to currency risk (30 June 2020: no

significant unhedged exposure to currency risk). A 10% increase

or decrease in the exchange rate, with all other variables held

constant, would have minimal impact on profit and equity

reserves of Chorus.

Electricity price risk

In the normal course of business, Chorus is exposed to a variety

of financial risks which include the volatility in electricity prices.

Chorus has entered into electricity swap contracts to reduce

the exposure to electricity spot price movements. Chorus

has designated the electricity contracts as cash flow hedge

relationships.

A 10% increase or decrease in the spot price of electricity, with

all other variables held constant, would have minimal impact on

profit and equity reserves of Chorus.

Interest rate risk

Chorus has interest rate risk arising from the cross currency

interest rate swap converting the foreign debt into a floating

rate NZD obligation as well as loans under the syndicated bank

facility which are subject to floating interest rates, and the fixed

to floating interest rate swaps which hedge the 2030 NZD Bond.

Where appropriate, Chorus aims to reduce the uncertainty of

changes in interest rates by entering into interest rate swaps to

fix the effective interest rate to minimise the cost of net debt

and manage the impact of interest rate volatility on earnings.

The interest rate risk on a portion of the EUR cross currency

interest rate swaps has been hedged using interest rate swaps.

Interest rate repricing analysis

30 June 2021

Within 1 Year

$M

1-2 Years

$M

2-3 Years

$M

3-4 Years

$M

4-5 Years

$M

Greater than 5

years

$M

Total

$M

Floating rate

Debt (after hedging)

635 —————635

Fixed rate

Debt (after hedging)

140 —350 ——1,214 1,704

CIP securities————132 413 545

775—350—132 1,6272,884

30 June 2020

Floating rate

Cash and deposits

5 —————5

Debt (after hedging)599 —————599

Fixed rate

Debt (after hedging)

430 ——350 —850 1,630

CIP securities—————461 461

1,034 ——350 —1,3112,695

Annual Report 202157
Sensitivity Analysis

A change of 100 basis points in interest rates with all other variables held constant, would increase or decrease equity (after hedging)

and earnings after tax by the amounts shown below:

2021

$M

Profit / (loss)

2021

$M

Equity (increase) / decrease

2020

$M

Profit / (loss)

2020

$M

Equity (increase) / decrease

100 basis point increase1(4)3(4)

100 basis point decrease(1)5(3)6

Credit risk

In the normal course of business, Chorus incurs counterparty

credit risk from financial instruments, including cash, trade

and other receivables, finance lease receivables and derivative

financial instruments.

Chorus has certain derivative transactions that are subject to

bilateral credit support agreements that require Chorus or the

counterparty to post collateral to support the value of certain

derivatives. As at 30 June 2021 no collateral was posted.

The maximum exposure to credit risk at the reporting date was

as follows:

Notes

2021

$M

2020

$M

Cash and call deposits1553—

Trade and other receivables11103117

Derivative financial instruments197595

Lease receivable5—3

Maximum exposure to credit risk231215

Refer to individual notes for additional information on credit risk.

Chorus enters into derivative transactions under the International

Swaps and Derivatives Association (ISDA) master agreements.

The ISDA agreements do not meet the criteria for offsetting in

the Statement of financial position, as Chorus does not currently

have any legally enforceable right to offset recognised amounts.

Under the ISDA agreements the right to offset is enforceable

only on the occurrence of future events such as a default on the

bank loans or other credit events. The potential net impact of

this offsetting is shown below. Chorus does not hold, and is not

required to post, collateral against its derivative positions.

Net derivatives after applying rights of offset under ISDA agreements:

30 June 2021

Gross amounts of financial instruments

in the statement of financial position

$M

Related financial instruments

that are not offset

$M

Net amount

$M

Financial assets

Other investments including derivatives

Interest rates swaps

12(12)—

Electricity futures5—5

Cross currency interest rate swaps58(15)43

75(27)48

Financial liabilities

Interest rates swaps

(18)12(6)

Cross currency interest rate swaps(15)15—

Restructured interest rate swaps(73)—(73)

Forward exchange contracts(1)—(1)

(107)27(80)

30 June 2020

Financial assets

Other investments including derivatives

Electricity futures

11

Cross currency interest rate swaps93—93

Forward exchange contracts1—1

95—95

Financial liabilities

Interest rates swaps

(31)—(31)

Restructured interest rate swaps(117)—(117)

(148)—(148)

Note 20 – Financial risk management (cont.)

Annual Report 202158
Liquidity risk

Liquidity risk is the risk that Chorus will encounter difficulty raising

liquid funds to meet commitments as they fall due or foregoing

investment opportunities, resulting in defaults or excessive debt

costs. Prudent liquidity risk management implies maintaining

sufficient cash and the ability to meet its financial obligations.

Chorus’ exposure to liquidity risk based on contractual cash flows

relating to financial liabilities is summarised below:

30 June 2021

Carrying

amount

$M

Contractual

cashflow

$M

Within 1

Year

$M

1-2 Years

$M

2-3 Years

$M

3-4 Years

$M

4-5 Years

$M

5+ Years

$M

Non-derivative financial liabilities

Trade and other payables

28928927811————

Leases (net settled)2644291717171717344

Debt2,3732,7071894789638381,499

CIP securities545545————132413

Derivative financial liabilities

Interest rate swaps

7989131012121032

Cross currency interest rate swaps:

Inflows

58(1,502)(14)(14)(893)(5)(5)(571)

Outflows151,45033408151820524

Forward exchange contracts:

Inflows

1(84)(59)(25)————

Outflows—866125————

30 June 2020

Carrying

amount

$M

Contractual

cashflow

$M

Within 1

Year

$M

1-2 Years

$M

2-3 Years

$M

3-4 Years

$M

4-5 Years

$M

5+ Years

$M

Non derivative financial liabilities

Trade and other payables

2822822793————

Leases (net settled)2664421417171617361

Debt2,3222,6104874040911311,101

CIP securities461461—————461

Derivative financial liabilities

Interest rate swaps

148157161616212563

Cross currency interest rate swaps:

Inflows

93(1,464)(14)(14)(14)(885)(5)(532)

Outflows—1,44431293080613535

Forward exchange contracts:

Inflows

1(45)(24)(21)————

Outflows—442321————

The gross (inflows)/outflows of derivative financial liabilities

disclosed in the table represent the contractual undiscounted

cash flows relating to derivative financial liabilities held for risk

management purposes and which are usually not closed out

prior to contractual maturity. The disclosure shows net cash

flow amounts for derivatives that are net cash settled and

gross cash inflow and outflow amounts for derivatives that

have simultaneous gross cash settlement (for example forward

exchange contracts).

Chorus manages liquidity risk by ensuring sufficient access

to committed facilities, continuous cash flow monitoring and

maintaining prudent levels of short-term debt maturities.

At balance date, Chorus had available $350 million under

the syndicated bank facilities (30 June 2020: $550 million).

$140 million of the facilities have been drawn down as at

30 June 2021 (30 June 2020: $30 million).

Capital risk management

Chorus manages its capital considering shareholders’ interests,

the value of its assets and credit ratings. The capital Chorus

manages consists of cash and debt balances.

The Chorus Board’s broader capital management objectives

include maintaining an investment grade credit rating with

headroom. In the longer term, the Board continues to consider a

‘BBB’ rating appropriate for a business such as Chorus.

Hedge accounting

Chorus designates and documents the relationship between

hedging instruments and hedged items, as well as the risk

management objective and strategy for undertaking various

hedge transactions. At hedge inception (and on an ongoing

basis), hedges are assessed to establish if they are effective in

offsetting changes in fair values or cash flows of hedged items.

Note 20 – Financial risk management (cont.)

Annual Report 202159
Hedges are classified into two primary types: cash flow hedges

and fair value hedges. Refer to note 19 for additional information

on cash flow and fair value hedge reserves.

Fair value

Financial instruments are either carried at amortised cost, less

any provision for impairment losses, or fair value. The only

significant variances between instruments held at amortised cost

and their fair value relate to the EMTN.

For those instruments recognised at fair value in the statement

of financial position, fair values are determined as follows:

Level 1: Quoted market prices – financial instruments with

quoted prices for identical instruments in active markets.

Level 2: Valuation techniques using observable inputs – financial

instruments with quoted prices for similar instruments

in active markets or quoted prices for identical or similar

instruments in inactive markets. Where quoted prices

are not available, the fair value of financial instruments

is valued using models where all significant inputs are

observable.

Level 3: Valuation techniques with significant non-observable

inputs – financial instruments valued using models

where one or more significant inputs are not observable.

The relevant financial assets and financial liabilities and their

respective fair values are outlined in note 19 and are all Level 2

(30 June 2020: Level 2).

Cross currency interest rate swaps, interest rate swaps and

forward-dated interest rate swaps

Fair value is estimated by using a valuation model involving

discounted future cash flows of the derivative using the

applicable forward price curve (for the relevant interest rate and

foreign exchange rate) and discount rate.

Electricity swaps

Fair value is estimated on the ASX forward price curve that relates

to the derivative.

Note 21 – Contingent liabilities

There are no contingent liabilities as at 30 June 2021.

Note 22 – Subsequent events

Dividends

On 23 August 2021 Chorus declared a dividend in respect of year ended 30 June 2021. The total amount of the dividend is

$65 million, which represents a fully imputed dividend of 14.5 cents per ordinary share.

CIP securities and Crown funding

There were 4 call notices issued subsequent to balance date.

Note 20 – Financial risk management (cont.)

Annual Report 202160

Annual Report 202161
Governance

and disclosures

62 Our Board

64 Corporate governance framework

71 Managing risk

74 Acting ethically

75 Shareholder engagement

76 Remuneration and performance

83 Disclosures

92 Glossary

Annual Report 202162
Our Board

Sue Bailey

Graduate Diploma

in Marketing

(with Distinction) from

RMIT University

Director since

31 October 2019

Independent

Sue has over 30 years

experience in

telecommunications,


across fixed telephony,

mobile and broadband.


She has worked for Telstra,

Virgin Mobile and most

recently for Optus where

she was a member of the

executive leadership team.

From 2010 to 2013, Sue was

the CEO for Virgin Mobile

Australia, a fully owned

subsidiary of Optus. Prior to

that, she was a Senior Vice

President at Virgin Mobile USA

where her responsibilities

included product marketing,

customer lifecycle

management and analytics.

Sue’s career began in Telstra,

where she held a range

of marketing and product

roles. Sue is a director of

CareFlight and a member

of the Australian Institute of

Company Directors.

Sue is on our People,

Performance and Culture

Committee.

Mark Cross

BBS (Accounting &

Finance), CA

Director since

1 November 2016

Independent

Mark is an experienced

director with more than

20 years of international

experience in corporate

finance and investment

banking.

Mark is currently chair of

Milford Asset Management,

and is a director of Accident

Compensation Corporation

(ACC), Z Energy and Xero.

He is also a former director

of Genesis Energy and

Argosy Property.

Mark is a member of

Chartered Accountants

Australia and New Zealand,

a chartered member

of the Institute of Directors

NZ and a member of the

Australian Institute of

Company Directors.

Mark is chair of our Audit

and Risk Management

Committee, and on our

Nominations and Corporate

Governance Committee.

Prue Flacks

LLB, LLM

Director since

1 December 2011

Independent

Prue is a professional

director with experience

across a range of industries.

Prue was formerly a

commercial lawyer and a

partner in the national law

firm Russell McVeagh for

20 years. Her expertise

includes corporate and

regulatory matters,

corporate finance, capital

markets and business

restructuring.

Prue is currently chair of

Mercury NZ Limited.

She is a chartered member

of the Institute of Directors.

Prue is on our People,

Performance and Culture

Committee and on our

Nominations and Corporate

Governance Committee.

Murray Jordan

MProp

Director since

1 September 2015

Independent

Murray has extensive

experience in the

management of highly

customer focused

organisations and in

navigating extremely

complex environments,

including as managing

director of Foodstuffs North

Island, one of New Zealand's

largest companies.

Murray has also previously

held various general

manager positions at

Foodstuffs and management

roles in the property

investment and development

sectors. He is a director of

Metlifecare, Metcash Limited,

an ASX listed company,

Southern Cross Medical

Care Society, Southern Cross

Healthcare Limited, SkyCity

and Stevenson Group, and

a Board trustee of Starship

Foundation.

Murray is chair of our People,

Performance and Culture

Committee.

Annual Report 202163
Our Board and management are committed to

ensuring our people act ethically, with integrity

and in accordance with our policies and values.

Kate Jorgensen

BBus, CA

Director since 1 July 2020

Independent

Kate has significant financial,

audit, governance and

commercial experience and

has held a number of senior

leadership positions within

the telecommunications,

infrastructure and

construction industries in

New Zealand.

Most recently, she was CFO

of Vodafone New Zealand.

Prior to that, Kate was CFO

of KiwiRail, CFO of Fletcher

Building's infrastructure

division and a senior audit

manager for KPMG.

Kate was a former advisory

Board member of the

New Zealand Sustainable

Business Council.

Kate is a member of

Chartered Accountants

Australia and New Zealand.

Kate is a member of our

Audit and Risk Management

Committee.

Jack Matthews

BA Philosophy, College

of William and Mary

Director since

1 July 2017

Independent

Jack is an experienced

director who has held a

number of senior leadership

positions within the media,

telecommunications and

technology industries in

Australia and New Zealand.

Jack has extensive

telecommunications

industry experience having

been CEO of TelstraSaturn

during the period they

deployed their HFC network

in New Zealand, as well as

a former director of Crown

Fibre Holdings, the Crown

agency overseeing the

rollout of New Zealand’s

fibre infrastructure network.

Formerly, Jack was CEO

of Fairfax Media’s Metro

Division, CEO of Fairfax

Digital and Chief Operating

Officer of Jupiter TV (Japan).

Jack is currently a director

of Plexure Group and

New Zealand Golf Network

Limited and a former director

of The Network for Learning,

APN Outdoor Group and

Trilogy International.

Jack is on our Audit and Risk

Management Committee.

Patrick Strange

BE (Hons), PhD

Chair

Director since 6 April 2015

Independent

Patrick has spent 30 years

working as a senior executive

and director in both private

and listed companies,

including more than six

years as Chief Executive

of Transpower where he

oversaw Transpower’s

$3.8 billion of essential

investment in the National

Grid. Patrick is currently

chair of Auckland

International Airport, and

a director of Mercury NZ.

Patrick is chair of our

Nominations and Corporate

Governance Committee.

Annual Report 202164
This statement outlines the key aspects of our

corporate governance framework and was

approved by our Board on 20 August 2021.

As a New Zealand company listed on the NZX, our corporate

governance policies and practices meet or exceed the

standards of that market. We have adopted and fully

followed the recommendations set out in the NZX Corporate

Governance Code.

Although we have an ASX “foreign exempt” listing status

1

we

also continue to take the ASX Corporate Governance Code

into account in our governance practices and policies.

Our Board regularly reviews and assesses our governance

policies, processes and practices to identify opportunities

for enhancement.

Chorus is, this year, publishing its first sustainability report

(Sustainability Report), reflecting our ambition to support

New Zealand in its transition to be more sustainable.

The Sustainability Report contains information on our

sustainability strategy, including our environmental focus,

our commitment to strengthening the digital capability in

New Zealand, and our commitment to helping our

people thrive.

Our corporate governance practices are outlined on the

following pages, in our Sustainability Report and available at

www.chorus.co.nz/governance.

Key corporate governance documents are also available

at www.chorus.co.nz/governance.

Our Board’s role

Our Board is appointed by shareholders and has overall

responsibility for strategy, culture, health and safety,

governance and performance.

1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX listing

rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.

Board membership

Our Board’s skills, experience and composition support

effective governance and decision making, positioning it

to add value.

Supported by the Nominations and Corporate Governance

Committee (NCGC) our Board regularly assesses its

composition utilising a skills matrix and annual evaluation

processes. Training is provided or recruitment undertaken

if new or additional skills or experience is required. This

ensures diversity of thought, skills and expertise and that

our Board remains aligned with our strategic direction.

Our constitution provides for a minimum of five and a

maximum of 12 directors.

As at 30 June 2021 we had seven directors all of whom are

independent directors. We have four male directors and

three female directors.

Directors are not appointed for specified terms. However,

the NZX listing rules compulsorily require that no director

term exceeds three years, requiring all directors to stand

again for re-election before their third anniversary. Due

to Chorus' succession planning, Chorus has at least one

director standing for re-election each year. Jack Matthews

and Prue Flacks both stood for re-election in 2020, while

Kate Jorgensen stood for election as a new director.

We recognise that women and ethnic minorities are

still under-represented in the leadership of New Zealand

businesses and our Board remains actively conscious of

this in its succession planning. More information on our

approach to diversity is set out in our Sustainability Report,

available at

www.company.chorus.co.nz/sustainability.

Corporate governance

framework

Annual Report 202165
Summary

1

of our Board’s roles and responsibilities:

Culture• Leading culture “from the top” so our culture is consistent with our values

Strategy &

performance

• Engaging in ongoing strategy development

• Overseeing capital allocation

• Overseeing the regulatory strategy as we transition to a new regulatory regime

• Approving, and reviewing performance against, our strategy and business plans (including capital

expenditure and operating budgets)

Financial oversight &

reporting

• Overseeing our accounting and reporting systems and, where appropriate, approving our financial and

other reporting

• Overseeing and monitoring the performance of internal and external auditors

• Overseeing our control and accountability systems

• Overseeing long term capital management (balance sheet and dividends)

• Setting, monitoring and reviewing our internal audit plan

Risk management• Adopting and reviewing Chorus’ risk management framework, including setting the risk appetite

• Regularly reviewing principal risk reporting

Health & safety• Setting the strategy, culture and expectations in relation to health and safety

Board composition &

performance

• Reviewing and evaluating Board, Board committee and individual director performance

• Appointing members to Board committees

Governance• Overseeing corporate governance, including reviewing key governance documents

• Carrying out the functions specifically reserved to our Board and its committees under Board approved

policies and committee charters

• Monitoring compliance with our continuous disclosure obligations

People• Reviewing and approving remuneration and people strategies, structures and policies

• Appointing and removing our CEO, CFO, Chief Corporate Officer & General Counsel

• Assessing the measurable objectives set for, and progress towards achieving, our diversity and

inclusiveness goals

Significant transactions

• Approving major capital expenditure and business activities outside the limits delegated to management

1 Summary primarily drawn from the Board Charter but also from other supporting governance documents.

Annual Report 202166
Patrick Strange and Murray Jordan are retiring by rotation

and standing for re-election at our 2021 ASM. Prue Flacks

will step down from the Board at this year's ASM.

Our Board has determined that collectively its

directors have a broad range of managerial, financial,

accounting and industry skills and experience in

the key areas set out on the following page.

A summary of current directors skills, experience

and qualifications is set out on our website

at www.chorus.co.nz/governance.

As the Chorus business evolves, so too does the Board.

Chorus’ beginnings were focused on infrastructure build

and project management. With the success of the build,

we are increasingly focused on connecting customers

and their experience as well as future connectivity and

innovation opportunities. The Board considers it is

important to balance both specialist expertise and the

ongoing need for strong general commercial expertise.

Figure 12Figure 13:

Director tenureBoard gender diversity

DirectorAppointedLast elected at ASM

Prue Flacks20112020

Murray Jordan20152018

Patrick Strange20152018

Mark Cross20162019

Jack Matthews20172020

Sue Bailey20192019

Kate Jorgensen20202020

0–3 years

4–6 years

6+ years

Female

Male

29%

14%

57%

57%43%

Annual Report 202167
The following table reflects the strengths of the current Board based on a mix of key skills and experiences that are currently

relevant for Chorus.

Skill/experienceDescriptionCombined Board

Capital markets

and investment

Experience in, and understanding of, capital markets, market regulation,

capital investment and the investor experience

Communications

connectivity and

technology

Understanding, expertise and/or experience in communications connectivity,

adopting new technologies, leveraging and implementing technologies

Governance –

financial, audit,

legal, listed company

Experience with, and a commitment to, high corporate governance standards

including in listed companies

Understanding financial business drivers, and/or experience implementing or

overseeing financial accounting, external reporting and internal financial controls

Physical infrastructure

and operations

including contracting,

safety and risk

Experience in leading, and/or understanding of, physical infrastructure

operations, including contracting

Commitment and experience in management of workplace safety

Experience anticipating and identifying key risks and monitoring the effectiveness

of risk management frameworks and controls

Governance –

executive experience

in large businesses

Executive experience in leading large businesses, developing and implementing

strategy and strategic objectives, assessing business plans and driving execution

Infrastructure

regulation

Understanding the current and developing regulatory environment, complexities

and actual and potential impacts

Expertise identifying and managing legal, regulatory, public policy and corporate

affairs issues

Customer

experience

Experience in customer-led transformation, customer focus and/or customer

centric organisations

Moderate experienceSome experienceSubstantial experience

Annual Report 202168
Appointment

Our Board may appoint additional directors to our Board or

to fill a casual vacancy. Any director appointed by the Board

is required to stand for election at the next ASM.

The independence, qualifications, skills and experience

needed for the future and those of existing Board members

are reviewed before appointing new directors. External

advisors are also engaged to identify potential candidates.

To be eligible for selection, candidates must demonstrate

appropriate qualities and satisfy our Board they will commit

the time needed to be fully effective in their role.

Appropriate checks are undertaken before a candidate

is appointed or recommended for election as a director,

including as to the person’s character, experience, education,

criminal record and bankruptcy history.

Shareholders may also nominate candidates for appointment

to our Board. In addition, under the agreements entered into

with CIP relating to our UFB programme, CIP is entitled to

nominate one person as an independent director, however

CIP have never excercised this entitlement. Should this occur,

our Board must consider this nomination in good faith, but the

appointment (and removal) of any such person as a director is

to be made by shareholders in the same way as other directors.

We have written agreements with each non-executive

director setting out the terms of their appointment, including

obligations and responsibilities, compliance with our policies

(including code of ethics and securities trading) and ongoing

professional development.

No person who is an 'associated person' of a

telecommunications services provider in New Zealand may

be appointed or hold office as a director.

Minimum shareholding policy

Chorus' Minimum Shareholding Policy sets the expectation

on directors to hold, at a minimum, shares equal in value

to one year's director base fee (after tax). If not held at date

of appointment (or the commencement date of the policy),

the policy expects directors to accumulate this holding over

the first three years from the relevant date.

Director induction and professional development

Our director induction programme ensures new directors

are appropriately introduced to management and our

business, provides directors with relevant industry knowledge

and familiarises them with key governance documents and

key stakeholders.

Our directors are expected to continue ongoing professional

development to ensure they maintain appropriate expertise

to effectively perform their duties.

We hold dedicated Board education sessions covering a

range of topical matters, both technical and cultural.

Visits to our operations, briefings from key management,

industry experts and key advisers, together with educational

and stakeholder visits, are also arranged for our Board.

Review and evaluation of Board performance

Our Board uses performance and evaluation processes

overseen by our NCGC. As part of this process our chair

meets with directors individually to discuss performance.

Our Board also formally engages in annual reviews of our

Board chair, and chairs of our standing Board committees.

In addition to Board performance reviews, our Board

takes a future focused approach to future Board capability,

composition and the potential contribution of each

existing director.

Independent advice

A director may, with our chair’s prior approval, obtain

independent professional advice (including legal advice)

and request the attendance of advisers at Board and Board

committee meetings.

Independence

All our directors are independent directors.

For a director to be considered independent our Board must

affirmatively determine he or she does not have a disqualifying

relationship as set out in our Board charter. These disqualifying

relationships reflect those set out in the NZX listing rules and

NZX and ASX corporate governance codes.

Our Board has not set financial materiality thresholds for

determining independence but considers materiality in the

context of each relationship and from the perspective of the

parties to that relationship.

Delegation of authority

Our Board has overall responsibility for strategy, culture,

health and safety, governance and performance.

Implementation of our Board approved strategy, business

plan and governance frameworks, and responsibility for

developing our culture and health and safety practices, is

delegated by the Board to management through the CEO.

As such our CEO (with the support of his executive team) is

responsible for Chorus’ day-to-day management, operations

and leadership, reporting to the Board on key performance,

management and operational matters.

Our CEO sub-delegates authority to his executive team and

they sub-delegate their authority to other Chorus employees

within specified financial and non-financial limits.

Formal policies and procedures govern the parameters and

operation of these delegations.

Annual Report 202169
Three standing Board committees also assist our Board in

carrying out its responsibilities. Some Board responsibilities,

powers and authorities are delegated to those committees.

Board committees

Board committees assist our Board by focusing on specific

responsibilities in greater detail than is possible for the

Board as a whole. Each standing Board committee has a

Board approved charter and chair. Committee members are

appointed by our Board.

Other committees may be established and specific

responsibilities, powers and authorities delegated to those

committees and/or to particular directors.

Audit and Risk Management Committee (ARMC)

RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and financial

reporting

MembersMark Cross (chair), Jack Matthews, Kate Jorgensen

IndependenceAll committee members are independent directors

Responsibilities• Overseeing the quality and integrity of external financial reporting, financial management, internal controls and

accounting policy and practice

• Regularly reviewing principal risk reporting

• Recommending to our Board the appointment, and if necessary removal, of the external auditor

• Assessing the adequacy of the external audit and independence of the external auditor

• Reviewing and monitoring the internal audit plan and reporting

• Overseeing the independence and objectivity of the internal audit function

• Reviewing compliance with applicable laws, regulations and standards

People, Performance and Culture Committee (PPCC)

RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies

MembersMurray Jordan (chair), Prue Flacks, Sue Bailey

IndependenceAll committee members are independent directors

Responsibilities• Reviewing people and remuneration strategies, structures and policies

• Approving annual remuneration increase guides and budgets

• Reviewing candidates for, and the performance and remuneration of, our CEO

• Approving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except

our CFO and Chief Corporate Officer & General Counsel whose appointment is approved by our Board)

• Reviewing our CEO’s performance and his evaluation of his executive direct reports

• Developing and annually reviewing and assessing diversity and its reporting

• Overseeing recruitment, retention and termination policies and procedures for senior management

• Making recommendations (including proposing amendments) to our Board with respect to senior executive

(including CEO) incentive remuneration plans

• Annually reviewing non-executive director remuneration

Our

Shareholders

Chorus

Limited Board

CEO

Executive

Team

Our

People

Audit and Risk

Management Committee

People, Performance and

Culture Committee

Nominations and Corporate

Governance Committee

Annual Report 202170
Nominations and Corporate Governance Committee (NCGC)

RoleOur NCGC assists our Board in overseeing and promoting continuous improvement of corporate governance

at Chorus

MembersPatrick Strange (chair), Prue Flacks, Mark Cross

IndependenceAll committee members are independent directors

Responsibilities• Identifying and recommending suitable candidates for appointment to our Board and Board committees

• Reviewing the size, independence, qualifications, skills, experience and composition of our Board

• Developing, reviewing and making recommendations to our Board on corporate governance principles

• Establishing, developing and overseeing a process for the annual review and evaluation of Board, Board

committee, and individual director performance

• Developing and reviewing Board succession planning (including for the Board chair)

• Monitoring compliance with our codes of ethics and managing breaches of the Director Code of Ethics

• Reviewing and overseeing director induction and ongoing professional development

Ad-hoc Regulatory Sub-Committee

A new Regulatory Sub-Committee was established by the Board post balance date to oversee our regulatory strategy as we

transition into the new regulatory regime. The need to establish a sub-committee for additional regulatory work was flagged

to shareholders as part of the increase in the Directors' fee pool in 2019. The members include all of the directors on the

Board. The chair of the Board will be the chair of the new Regulatory Sub-Committee.

Board chair

Our chair is elected by the Board and must be a non-executive, independent director.

The chair’s responsibilities include:

• Leading the Board;

• Setting the agenda for Board meetings in consultation with the CEO;

• Facilitating the effective contribution of all directors; and

• Promoting constructive relationships between directors and management.

The chair’s other commitments must not hinder his or her effective performance in the role.

Board and Board committee meeting attendance in the year ended 30 June 2021

Regular Board

meetings

Other Board

meetings

1

ARMCPPCCNCGC

Total number of meetings

held

84442

Patrick Strange

2

842

Jon Hartley1

3

Mark Cross8442

Prue Flacks8442

Murray Jordan844

Jack Matthews844

Sue Bailey844

Kate Jorgensen844

JB Rousselot is not a director, but has attended 100% of all Board meetings.

Notes:

1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have health and safety site visits each year.

2 Patrick Strange, as Board chair, attends all Board committee meetings. As he is not a formal member of the ARMC or PPCC, that attendance is not

noted in the table.

3 Jon Hartley retired from the Board effective 31 August 2020.

Annual Report 202171
The risk and

control environment

2. Risk assessment and ratings

– Risk assessment (likelihood and impact)

– Risk ratings (critical, high, medium, low)

5. Annual risk reviews

– Completeness,

accuracy and validity

of principal risks

– Effectiveness of the

risk management

process

1. Risk identification and description

– Risk identification and description

– Recording principal risks

3. Risk mitigations

– Risk responses

– Mitigating controls

– Action plans

4. Regular risk reporting

– Mitigation status

– Risk trends

– Current and potential risks

– Action plan status

Assurance

Management assurance

Independent assurance

(including internal audit,

external audit)

Managing risk

Like all businesses, we are exposed to a range

of risks. Our risk management activities aim

to ensure we identify, prioritise and manage

key risks so we can execute our strategies and

achieve our goals.

Risk management

No business can thrive without taking on risk. Effective risk

management is about informed risk taking and appropriate

and active management of risks.

We seek to understand and respond to our current and

future business environment, and to actively seek and

robustly evaluate opportunities and initiatives which protect

and achieve our business strategies. We strive to understand,

meet and appropriately balance stakeholders’ expectations to

deliver value to shareholders and a sustainable environment

for Chorus in the long term.

Our Board

Our Board is ultimately responsible for risk management

governance:

• Annually setting risk appetite and tolerances and

determining principal risks;

• Participating in discussions concerning elements of risk

including emerging and unforeseen risks;

• Approving and regularly reviewing our Managing Risk Policy

and supporting framework;

• Promoting a culture of proactively managing risk; and

• Through our ARMC, providing risk oversight and monitoring.

Risk appetite

Our risk appetite sets our tolerable levels of risk. It forms

a dynamic link between strategy, target setting and risk

management and sets boundaries for day-to-day decision

making and reporting.

Risk management processes

Our Managing Risk Policy sets out how we manage

our risks, including by:

• Having a single risk management framework;

• Providing the CEO and executive team with discretion to

manage risk within the guidance provided in our framework;

• Balancing the level of control implemented to mitigate

identified risks with our commitment to comply with

external regulation and governance requirements and

Chorus’ value and growth aspirations; and

• Meeting good practice standards for risk management

processes and related governance.

Principal risks

Principal risks are owned by relevant executives. This

promotes integration into operations and planning and a

culture of proactive risk management. Notwithstanding

individual ownership, our CEO and executive hold collective

responsibility for considering how risk and events interrelate

and for managing our overall risk profile.

Principal risks are reported to our ARMC quarterly and, if

necessary, also by exception. Principal Risk owners support

the regular reporting from the Head of Risk, Internal Audit &

Compliance by providing “deep dives” on the risks they own.

Our ARMC reports to our Board.

Principal risks are assessed with each responsible executive

and collectively with the executive team before being

reported to the ARMC. This allows for constructive challenge

and debate. Underlying risk assessment and monitoring

practices are undertaken by each principal risk owner with

assistance from our Risk, Internal Audit & Compliance team.

Our Board also receives management and other internal

and external reporting over risk positions and our risk

management operation (including from internal audit

plans approved by the ARMC) through our overall

governance framework.

Annual Report 202172
Principal risks are our key risks to the achievement of our

strategy. These are assessed on a risk profile identifying

likelihood of occurrence and potential severity of impact.

Current principal risk categories are identified via a

comprehensive enterprise risk management framework

encompassing financial and non-financial risks. They include

anticipating and responding to:

• Customer/market risks: customer service and experience;

revenue growth and market changes;

• Operational risks: e.g. network and IT quality, availability

and resilience; delivering effective and quality outcomes

(including with service partners); labour market risks;

• People & culture: e.g. health & safety; engagement;

capability; talent and change management;

• Regulatory risks and broader societal expectations:

e.g. working within the regulatory and legal environment,

and broader societal expectations;

• Capital management: e.g. working within appropriate

capital management settings.

Our climate change risks are reviewed as part of our

operational risks (see our Sustainability Report).

In addition to Principal Risks, the Chorus Board or ARMC

regularly receive updates on, and discuss with the Executive:

• Unforeseen risks which are 'black swan' events which

have not been otherwise identified through normal risk

processes;

• Emerging risks which are risks that are known to some

degree but are not likely to materialise or have an impact in

the near term;

• Business unit risks which are risks to the achievement of

functional area strategies.

Internal audit

We operate a co-sourced internal audit model with our Head

of Risk, Internal Audit & Compliance and her team supported

by external advisors PricewaterhouseCoopers to provide

additional resource and specialist expertise as required.

The responsibilities of our internal audit function include:

• Assisting our ARMC and Board in their assessment of

internal controls and risk management;

• Developing an internal audit plan for review and approval

by the ARMC each year;

• Executing the plan and reporting progress against it,

significant changes, results and issues identified; and

• Escalating issues as appropriate (including to our ARMC

and/or Board chairs).

Our executive team and ARMC monitor key outstanding

internal audit issues and recommendations as part of regular

reporting and review, including the timeliness of resolution.

Our ARMC has direct and unrestricted access to our internal

audit function, including meeting them without management.

Our Head of Risk, Internal Audit & Compliance has a

management reporting line to our Chief Corporate Officer

& General Counsel and a direct reporting line to our ARMC,

attending every ARMC meeting.

Our ARMC reviews the remuneration and incentive

arrangements of our Head of Risk, Internal Audit &

Compliance and our Risk & Assurance Manager each year.

Annual Report 202173
External auditor

Our Board and ARMC monitor the ongoing independence

and quality of our external auditor. Our ARMC also meets

with our external auditor without management present.

Our ARMC charter and External Auditor Independence Policy

amongst other things:

• Prohibit the provision of certain non-audit services by our

external auditor;

• Require ARMC approval of all audit and permitted

non-audit services;

• Require our client services partner and lead/engagement

partner to be rotated every five years (with a five year

cooling off period) and other audit partners to be rotated

every seven years (with a two year cooling off period);

• Require our ARMC to review our external auditor’s fees half

yearly (including the ratio of fees for audit vs. non-audit

services); and

• Impose restrictions on the employment of former external

audit personnel.

The non-audit services undertaken by our external auditor

KPMG in the year to 30 June 2021 are set out in note 10 of

the financial statements in this report. Those services were

provided in accordance with our ARMC charter and External

Auditor Independence Policy and did not affect KPMG’s

independence, including because:

• They were approved only where we were satisfied the

services would not compromise KPMG’s independence; and

• They did not involve KPMG acting in a managerial or

decision-making capacity.

KPMG confirm their independence via independence

declarations every six months.

Our external auditors attend our ASM each year.

Annual Report 202174
Codes of ethics

Directors and employees are expected to act honestly and

with high standards of personal integrity. Codes of ethics

for our directors and employees set the expected minimum

standards for professional conduct. These codes facilitate

behaviours and decisions that are consistent with our values,

business goals and legal and policy obligations, including in

respect of:

• Conflicts of interest;

• Gifts and personal benefits;

• Anti-bribery and corruption;

• Use of corporate property, opportunities and information;

• Confidentiality;

• Compliance with laws and policies; and

• Reporting unethical behaviour.

We have communicated our codes of ethics and provided

annual training to our directors and employees. Our people

are also encouraged to report any unethical behaviour,

including quarterly reporting of any potential conflicts.

This process is subject to internal audit. All reported breaches

are investigated.

Trading in Chorus securities

All trading in Chorus securities by directors and employees

must be in accordance with our Securities Trading Policy. That

policy prohibits trading in Chorus securities while in possession

of inside information and requires, amongst other things:

• Directors to notify, and obtain consent from, the chair (or

in the chair’s case, the ARMC chair) before trading; and

• Employees identified as potentially coming across market

sensitive information in the course of their employment

(“restricted persons”), to obtain consent from our Chief

Corporate Officer & General Counsel (or in our Chief

Corporate Officer & General Counsel’s case, our Board

chair) before trading.

Trading in Chorus shares or NZX listed bonds by directors is

disclosed to our Board, the NZX and ASX. Trading by “senior

managers” is disclosed to the NZX.

Market disclosures

We are committed to providing timely, factual and accurate

information to the market consistent with our legal and

regulatory obligations.

We have a Board approved Disclosure Policy and a CEO

approved Market Disclosure Policy setting out our disclosure

practices and processes in more detail.

Our disclosure policies are designed to ensure:

• Roles of directors, executives and employees are clearly

set out.

• Appropriate reporting and escalation mechanisms

are established.

• There are robust and documented confidentiality protocols

in place where appropriate.

• Only authorised spokespersons comment publicly, within

the bounds of information which is either already publicly

known or non-material.

Our approach to tax

We take our tax obligations seriously and work closely with

Inland Revenue to ensure we meet our tax obligations.

We obtain external advice and Inland Revenue’s views

(through informal correspondence, determinations or rulings)

in respect of unusual or material transactions.

As we operate only in New Zealand all our tax is paid in

New Zealand at the prevailing corporate tax rate (currently

28%). We have paid all taxes we owe and all tax compliance

obligations are up to date.

Acting ethically

Annual Report 202175
We are committed to fostering constructive relationships

with shareholders:

• Communicating effectively with them;

• Giving ready access to balanced and understandable

information;

• Making it easy for shareholders to participate in general

meetings; and

• Maintaining an up to date website providing information

about our business.

Our investor relations programme is designed to further

facilitate two-way communication with shareholders, provide

them and other market participants with an understanding

of our business, governance and performance and an

opportunity to express their views. As part of this programme

we enable investors and other interested parties to ask

questions and obtain information, meet with investors and

analysts and undertake formal investor presentations.

Our annual and half year results presentations are made

available to all investors via webcast.

Until 2020 Chorus has held annual meetings in a main

centre and webcast to enable shareholders to view and hear

proceedings online.


Due to concerns about the uncertain COVID-19 environment

and the potential health risks for our shareholders, we chose

to hold the 2020 ASM as a virtual meeting. Voting and the

asking of questions was facilitated electronically. Due to the

recent COVID-19 lockdowns, the Board has indicated that

the 2021 ASM is also likely to be a virtual meeting.

We enable shareholders to vote by proxy ahead of meetings

without having to physically attend or participate in those

meetings and adopt the one share one vote principle,

conducting voting at shareholder meetings by poll.

We consider that shareholders should be entitled to vote on

decisions which would change the essential nature of our

business.

Shareholders are also able to ask questions of, and express

their views in respect of, our Board, management and

auditors (including via appointed proxies) at and before

annual meetings.

We encourage shareholders to communicate with us and our

share registrar electronically, including by providing email

communication channels and online contact details and

instructions on our website.

Shareholder

engagement

Annual Report 202176
Remuneration

and performance

Our remuneration model

Our remuneration model is designed to enable the

achievement of our strategy, whilst ensuring that

remuneration outcomes are aligned with employee and

shareholder interests.

Remuneration is governed through the Board and assisted

by the People, Performance and Culture Committee (PPCC).

The PPCC supports the Board to fulfil their remuneration

obligations by overseeing our remuneration strategy

and policy.

Figure 16:

Our remuneration policy is designed around six guiding principles:

1

2

3

4

5

6

Fair to all – employees and shareholders, sharing

in the success of Chorus.

Supports a Performance focused culture.

Valued by our people.

Simple to understand and administrate.

Market — aligned with our competitors.

Point of difference — how we know it is Chorus.

Commitment to pay equity and alignment with our

shareholders’ expectations.

Rewards aligned with performance.

We have a diverse workforce and aim to provide

an appropriate suite of rewards that provide value,

now and in the future.

Simplicity promotes understanding,

clarity and fairness perception.

We ensure we are not over or underpaying our people through

robust market analysis that guides our decisions on remuneration.

Supports Chorus’ strategy, values, purpose and employee

value proposition.

Remuneration principles What does this mean?

There were no material changes to Chorus’ remuneration

strategy or policy in FY21.

The CEO and members of the executive leadership team

have the potential to earn a long term incentive (LTI) and

short term incentive (STI). Both STI and LTI are deemed at

risk because the outcome is determined by performance

against a combination of pre-determined financial and

non-financial objectives.

Fixed remuneration

Fixed remuneration (not at risk) consists of base salary and

other benefits including KiwiSaver. Fixed remuneration

is adjusted each year based on data from independent

remuneration specialists. Employees’ fixed remuneration is

based on a matrix of their own performance and their current

position when compared to the market.

Short term incentive

As with FY20, only senior employees were invited to

participate in the FY21 STI scheme. The FY21 STIs are at risk

component payments, that are set as a percentage of fixed

remuneration, from 15% to 30% based on the complexity

of the role (the CEO’s STI is a higher percentage of fixed

remuneration as set out later in this report). STI payments are

determined following a review of Company and individual

performance and paid out at a multiplier of between 0x

and 1.75x for the CEO and executive leadership team, and

between 0x and 2.8 for all other employees.

Company performance goals are set and reviewed annually

by our Board to align with shareholder value. A strong

emphasis on the customer experience continued to be a

feature for the FY21 STI measures.

Annual Report 202177
The Board has agreed the FY22 STI scheme will have the

same focus areas as the FY21 scheme, with the same

weightings. One small change is the introduction of a new

customer experience measure for fibre fault restoration.

This will replace the fibre installation measure used in FY21

and reflects our shift in focus from build to operate as the

fibre rollout comes to an end.

Fundamental to the Chorus STI structure is a gateway

goal which is based on a minimum level of EBITDA.

The philosophy of the gateway goal is to provide a preliminary

threshold of financial success and affordability, before any

other measures can be considered for potential STI payments.

If the gateway goal is not achieved, then no STI is payable.

Individual performance goals for all employees are tailored

to their role, with 70% of the goals based on what they

achieve and 30% based on how they perform their role,

which includes a health and safety component for all people

leaders. Payments are subject to the Board's discretion.

As an example of how the STI is calculated, an employee with

fixed remuneration of $100,000 and an STI element of 15%

may receive between $0 and $42,000 (0x to 2.8x their STI

percentage) depending on the level of company performance

and their individual performance.

Long term incentives

We offer long term incentives under an executive LTI share

scheme to reward and retain key executives. The LTIs are an

at risk payment designed to align the interests of executives

and shareholders and encourage longer term decision

making.

The LTI is described in more detail in Note 16 of the financial

statements on page 50.

To further align executive interests with those of shareholders,

a minimum shareholding policy was introduced in 2019.

The policy prohibits executives from selling shares received

under the new LTI, unless the executive holds the equivalent

of at least 25% of their after tax base remuneration in Chorus

shares (or 33% for the CEO).

Fibre connections

Based on total connection target of 890,000 at year end.

Customer experience

Measured by consumer scores for fibre installation (target

of 8.0 average over 12 months) and intact fibre connection

experience (target of 7.5 average over three months)

EBITDA

Year end target aligned with objective of modest

EBITDA growth.

Strategic and

transformation initiatives

Qualitative assessment by Board based on long-term

business initiatives including the transition to the new

regulatory regime and implementation of a new

operating model.

Figure 17:

FY21 STI Goals

20%20%

40%

Strategic & transformation initiatives

Fibre connections

EBITDA

Customer experience

20%

Annual Report 202178
Chief Executive employment agreement and

remuneration

JB Rousselot’s employment agreement reflects standard

conditions that are appropriate for a senior executive of a

listed New Zealand company. The employment agreement

may be terminated by:

—either he or the company giving six months' notice in

writing;

—the company without notice in the case of serious

misconduct, serious breach (including substantial

non-performance) or other cause justifying summary

dismissal; or

—the company immediately, if the Board forms the view that

substantial incompatibility and/or irreconcilable differences

have developed with him, or the Board otherwise wishes

to terminate his employment when he is not at fault

(including a redundancy situation or medical incapacity).

Our CEO continues to have a significant portion of his

remuneration linked to performance and at risk. Total

remuneration for our CEO continues to be determined using

a range of external factors, including advice from external

remunera

tion specialists and is reviewed annually by the

PPCC and Board.

CEO remuneration performance and pay

The scenario chart below demonstrates the elements of the

CEO remuneration design in the year ended 30 June 2021.

The chart does not include any income from the LTI scheme.

0

$ Thousands

FIXEDON-PLANMAXIMUM

4,000

3,000

2,000

1,000

100%57%

43%

43%

57%

Done

BaseAnnual variable


The CEO has received two grants under the LTI scheme

($319,829 in 2019 and $412,500 in 2020) that are yet to vest.

Those LTI grants are subject to the performance measures

outlines overleaf. The first grant (2019) is not due to vest until

August 2022.

CEO remuneration for FY20 and FY21 was:

Fixed remuneration


Pay for performanceLTITotal remuneration

J B RousselotFY211,250,000768,750—2,018,750

J B Rousselot

FY20763,699

1

661,554

2

—1,425,253

Kate McKenzieFY20588,325

3

——588,325

1 Pro-rated from start date of 20 November 2019.

2 STI for FY20 performance period, pro-rated from start date of 20 November 2019 (paid FY21).

3 Pro-rated to end date of 20 December 2019.

Other benefits paid to JB Rousselot: FY21 Company KiwiSaver Contrib JB Rousselot: $58,845; FY20 Company KiwiSaver Contrib JB Rousselot $22,672

Five year summary of CEO remuneration:

CEOTotal remuneration

% STI awarded

against maximum

% LTI awarded

against maximum

% LTI replacement

awarded against

maximum

Span of LTI performance

period

J B RousselotFY21$2,018,75082%— — —

FY20

1

$1,425,253 66%— — —

Kate McKenzieFY20

2

$588,325 — — — —

FY19 $2,068,560 53%— ——

FY18 $2,219,475 65%— ——

FY17$845,61860%

Mark RatcliffeFY18— —89%—FY15 - FY18

FY17 $1,981,987 48%100%100%FY15 - FY17

1 Pro-rated from start date of 20 November 2019

2 Pro-rated to end date of 20 December 2019

Annual Report 202179
The table below outlines the CEO’s STI, LTI and extended LTI schemes for the performance period ending 30 June 2021

1

:

DescriptionPerformance measuresPercentage achieved

STISet at 75% of base remuneration. Based

on key financial and non-financial

performance measures.

• Company performance – see FY21

STI Goals on page 77 for weightings.

• Individual performance – based

on business fundamentals (both

financial and non-financial),

connections, customer experience

and strategic initiatives.

82%

LTI - 2019Three-year grant made November

2019, equivalent to 33% of base

remuneration.

• Chorus TSR performance over grant

period must exceed 10.35% on an

annualised basis, compounding.

Assessed August 2022

with possible retesting

up to August 2023.

LTI - 2020Three-year grant made August

2020, equivalent to 33% of base

remuneration.

• Chorus TSR performance over grant

period must exceed 9.65% on an

annualised basis, compounding.

Assessed August 2023

with possible retesting

up to August 2024.

1. The STI payments for FY21 will be paid in FY22.

Total Shareholder Return (TSR) performance

30 June

2016

30 June

2017

30 June

2018

30 June

2019

30 June

2021

30 June

2020

Chorus

NZX50

Percentage return

-50.00

0.00

50.00

100.00

150.00

200.00

The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2016 and 30 June 2021.

Annual Report 202180
Executive shareholding

For the year ended 30 June 2021, Chorus executives held

shares in Chorus as shown in the table below.

1. The executive left Chorus during FY21.

Diversity

We provide targeted development opportunities to support

diversity in leadership and have a focus on gender diversity in

leadership roles. Our target is a 40:40:20

1

gender ratio in our

people leader community. We achieved a ratio of 64% men

and 36% women in FY21. This was below our target.

We had 4 male and 3 female directors at 30 June 2021

(30 June 2020: 5 male and 2 female directors). Our executive

(officers or senior managers) comprising our CEO and his

leadership team had 6 males and one female at 30 June 2021

(30 June 2020: 7 males and 2 females).

Based on its annual review of our progress against our

measurable diversity metrics and objectives, our Board

considers that we’re not where we need to be as an

organisation, in particular within diverse leadership.

They have asked that we place additional focus in FY22,

on areas like recruitment and selection practices and talent

mobility, to drive meaningful change.

1. 40% men, 40% women, 20% of any/either gender

Gender pay gap

Like other businesses we deferred our standard remuneration

review in FY21 due to the effects of COVID-19. We did,

however, undertake a comprehensive pay analysis focussed

on gender pay equity. We want to ensure our people are paid

fairly for their value and contribution to Chorus, irrespective

of gender. Our objective is to achieve a 0% gender career

level pay gap.

There were two parts to the gender pay review. We compared

pay for:

• people in the same or similar roles and;

• roles that were paid low in the relevant pay band, but

where the employee was high performing.

A total of 90 employees received a remuneration increase as

a result of this review (61% female and 38% male), with a total

budget of $500,000. This process also ensured compliance

with the Equal Pay Act 1972.

Median pay gap

The median pay gap represents the number of times greater

the CEO remuneration is to an employee paid at the median

of all Chorus employees. At 30 June 2021 the CEO’s base

salary at $1,250,000 (on an annualised basis ) was 11.3 times

that of the median employee at $110,000 per annum.

The CEO’s total remuneration on an annualised basis

including STI was 18.4 times the total remuneration of the

median employee including STI at $110,000.

ExecutiveCurrent

Holdings

Shares Eligible

to Vest

Andrew Carroll

85,312 20,428

David Collins--

Ed Hyde-16,137

Elaine Campbell-14,670

Ewen Powell64,344 13,570

Ian Bonnar

1

35,5019,719

JB Rousselot--

Shaun Philp14,464 12,469

Vanessa Oakley

1

80,45814,487

Tot al280,079101,480

Figure 14:

Gender by role three year review

20%

40%

60%

80%

100%

0

PEOPLE


LEADERS


2021

64

36

PEOPLE


LEADERS


2020

60

40

PEOPLE


LEADERS


2019

62

38

DIRECTORS

2020

62

38

DIRECTORS

2019

62

38

DIRECTORS


2021

57

43

EXECUTIVE


2020

78

22

EXECUTIVE


2019

55

45

EXECUTIVE


2021

86

14

ALL


CHORUS


2019

60

40

ALL


CHORUS


2021

59

41

ALL


CHORUS


2020

59

41

Annual Report 202181
Employee remuneration range for the

year ended 30 June 2021

The table to the right shows the number of employees and

former employees who received remuneration and other

benefits in excess of $100,000 during the year ended

30 June 2021. This includes STI and LTI paid during FY21,

as well as other benefits such as insurance and a

broadband concession.

During the year, certain employees received contributions

towards membership of the Marram Trust (a community

healthcare and holiday accommodation provider), received

contributions toward their Government Superannuation Fund

(a legacy benefit provided to a small number of employees)

and, if a member, received contributions of 3% of gross

earnings towards their KiwiSaver accounts. These amounts

are not included in these remuneration figures. Any benefits

received by employees that do not have an attributable value

are also excluded.

The remuneration paid to, and other benefits received by,

JB Rousselot in his capacity as CEO are detailed on pages

78 to 79 and are excluded from the table to the right.

The current Living Wage is $22.10 per hour. Chorus does not

have any permanent employee earning less than the current

living wage.

Two things have contributed to the reduction in the number

of people in the $100,000 table:

• Fewer layer 1-4 positions where $100,000+ salaries are

more likely (231 in FY20 vs 184 in FY21)

• Reduction in headcount overall from 870 in FY20 to 817

in FY21

Managing Performance

Our performance management approach is based on fostering

and rewarding valuable business outcomes.

Our people have performance and development plans which

are regularly reviewed with their people leaders. Performance

plans are developed to connect our people with our strategy,

their functional plans and the connection with their individual

roles. Performance plans include outcome based objectives,

behavioural measures aligned with our values and an individual

development plan.

Formal performance reviews were undertaken for all our

people during the year. As part of this, people leaders sought

feedback and participated in peer review and moderation

sessions, resulting in an overall performance rating and

remuneration recommendations determining an individual’s

total pay (fixed remuneration and variable).

A similar process is undertaken each year for our executive

team, with our CEO making recommendations to our PPCC

for executive team members, and our PPCC leading the

performance review of our CEO, making recommendations to

our Board. These processes are consistent with those set out

in our PPCC charter and allow our Board to provide input into

individual performance outcomes, total reward approvals (fixed

and variable) and development plans. These processes were all

undertaken in the year ended 30 June 2021.

Remuneration range $ (Gross)

Number of employees in the year

ended 30 June 2021

Actual PaymentREM and other benefits

760,001 to 770,0001

730,001 to 740,0001

680,001 to 690,0001

620,001 to 630,0001

560,001 to 570,0002

510,001 to 520,0002

420,001 to 430,0001

390,001 to 400,0002

370,001 to 380,0001

360,001 to 370,0001

340,001 to 350,0002

320,001 to 330,0002

310,001 to 320,0003

300,001 to 310,0003

280,001 to 290,0005

270,001 to 280,0004

260,001 to 270,0004

250,001 to 260,0007

240,001 to 250,0007

230,001 to 240,0007

220,001 to 230,0007

210,001 to 220,00010

200,001 to 210,00021

190,001 to 200,00017

180,001 to 190,00017

170,001 to 180,00017

160,001 to 170,00020

150,001 to 160,00030

140,001 to 150,00048

130,001 to 140,00051

120,001 to 130,00053

110,001 to 120,00065

100,000 to 110,00068

G ran d Tot al481

Annual Report 202182
Director remuneration

Fee structure

Total remuneration available to directors (in their capacity as such) in the year ended 30 June 2021 was fixed at our

2019 annual shareholders’ meeting at $1,169,042.

Annual fee structureYear ended 30 June 2021 $ Year ended 30 June 2020 $

Board fees:

Board chair223,650223,650

Deputy chair–167,750

Non-executive director114,000114,000

Board committee fees:

Audit and Risk Management Committee

Chair32,60032,600

Member16,30016,300

People, Performance and Culture Committee

Chair22,90022,900

Member11,75011,750

Nominations and Corporate Governance Committee

Chair

––

Member8,8808,880

Notes:

1 The Board chair receives Board chair fees only. Other directors receive committee fees in addition to their Board fees. A fee of $16,720 is available

for the chair of the NCGC as part of the fee structure, but is not currently payable as the Board chair is also NCGC chair.

2 The deputy chair role was disestablished once Jon Hartley retired as a director effective 31 August 2020.

3


D

irectors do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and do not have superannuation or any

other scheme entitlements or retirement benefits.

4

D

irectors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment is

within the total fee pool available. There were no such fees paid in the year to 30 June 2021. There was also no increase in director and committee

base fees in the year to 30 June 2021.

Fees paid to Directors (in their capacity as such) in the year ended 30 June 2021

DirectorTotal fees

1

$ Board feesARMCPPCCNCGC

Patrick Strange

223,650223,650–

Jon Hartley27,9 5 827,9 5 8

2

––

Mark Cross153,260114,00032,6006,660

Prue Flacks134,630114,00011,7508,880

Murray Jordan136,900114,00022,900

Jack Matthews130,300114,00016,300

Sue Bailey125,750114,00011,750

Kate Jorgensen130,300114,00016,300

Tot al1 ,062 ,748

Notes:

1 Amounts are gross and exclude GST (where applicable).

2 Jon Hartley retired as a director effective 31 August 2020.

3 Directors did not receive any fees or other benefits for additional work during the year ended 30 June 2021.

4 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.

5 The total fee pool available to directors is $1,169,042.

Fee structure from 1 July 2021

Our PPCC reviews non-executive director remuneration annually based on criteria developed by that committee. Based on

that committee’s recommendation the Board has determined not to change Board fees for the year from 1 July 2021. There

may be additional ad-hoc fees payable as a result of the Regulatory Sub-Committee established post balance date to oversee

our regulatory strategy. The Board authorised fees of $2,400 per member, per day for work and attendance at meetings.

All Board directors are members of the Regulatory Sub-Committee. The chair of the Board will be the chair of the new

Regulatory Sub-Committee, but receives Board chair fees only.

Annual Report 202183
Disclosures

Group structure

Chorus Limited has two wholly owned subsidiaries:

Chorus New Zealand Limited (CNZL) and Chorus LTI Trustee

Limite d (CLT L ).

Chorus Limited

Chorus New Zealand LimitedChorus LTI Trustee Limited

Chorus Limited is the entity listed on the NZX and ASX

1

. It is

also the borrowing entity under the group’s main financing

arrangements and the entity which has partnered with the

Crown for the UFB build.

CNZL undertakes (and is the contracting entity for) Chorus’

operating activities and is the guarantor of Chorus Limited’s

borrowing. CNZL also employs all Chorus people. CNZL has

its own constitution but its Board is the same as the Chorus

Limited Board.

CLTL was incorporated in December 2014 as trustee for our

long term incentive plan.

Disclosures in respect of CNZL and CLTL are set out in the

“Subsidiaries” section on page 91.

Indemnities and insurance

Chorus indemnifies directors under our constitution for

liabilities and costs they may incur for their acts or omissions

as directors (including costs and expenses of defending

actions for actual or alleged liability) to the maximum

extent permitted by law. We have also entered into deeds of

indemnity with each director under which:


Chorus indemnifies the director for liabilities incurred in

their capacity as a director and as officers of other Chorus

companies.

•Directors are permitted to access company records while

directors and after they cease to hold office (subject to

certain conditions).

Deeds of indemnity have also been entered into on similar

terms with certain senior employees for liabilities and costs

they may incur for their acts or omissions as employees,

directors of subsidiaries or as directors of non-Chorus

companies in which Chorus holds interests.

We have a directors’ and officers’ liability insurance policy in

place covering directors and senior employees for liability

arising from their acts or omissions in their capacity as

directors or employees on commercial terms. The policy

does not cover dishonest, fraudulent, malicious or wilful acts

or omissions.

Director change

Jon Hartley resigned as director effective 31 August 2020.

Kate Jorgensen's appointment as a director, effective 1 July

2020, was confirmed at the 2020 ASM on 6 November 2020.

Notes:

1 Chorus Limited is no longer listed on Luxembourg stock exchange following repayments of our GBP 260 million bonds in April, 2020

Annual Report 202184
Director interests and trading

As at 30 June 2021, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)

in approximately 0.063% of shares as follows:

Current Directors

Interest as at 30 June 2021Transactions during the reporting period

DirectorSharesInterestNumber

of shares

Nature of transactionConsiderationDate

Patrick Strange51,000Beneficial owner as

beneficiary of Three Kings

Trust

10,000On market acquisition$79,400.0015 December 2020

Mark Cross29,034Beneficial owner as

beneficiary of Alpha

Investment Trust; power to

exercise voting rights and

acquire/dispose of financial

products as director of

trustee.

418Acquisition of shares on

reinvestment of dividends

under Chorus’ dividend

reinvestment plan

$3,731.6512 October 2020

Prue Flacks43,344Registered holder and

beneficial owner

18,900On market acquisition$124,172.857 April 2021

352Acquisition of shares on

reinvestment of dividends

under Chorus’ dividend

reinvestment plan

$3,142.4412 October 2020

4,650On market acquisition$39,278.853 September 2020

Murray Jordan1 1 7, 2 3 5Registered holder and

beneficial owner of ordinary

shares as trustee and

beneficiary of Endeavour

Trust

1,686Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$15,051.6012 October 2020

Jack Matthews10,295Registered holder and

beneficial owner

148Acquisition of shares on

reinvestment of dividends

under Chorus’ Dividend

Reinvestment Plan

$1,321.2612 October 2020

Sue Bailey25,000Registered holder and

beneficial owner

5,000On market acquisition$34,697.6331 March 2021

5,000On market acquisition$38,532.0023 February 2021

798On market acquisition$6,239.0111 December 2020

4,202On market acquisition$32,856.0614 December 2020

5,000On market acquisition$44,567.009 November 2020

Kate Jorgensen6,237Registered holder and

beneficial owner

4,455On market acquisition$29,000.0012 April 2021

1,782On market acquisition$14,610.361 December 2020

Annual Report 202185
As at 30 June 2021, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)

in approximately 0.091% of Chorus’ NZX bonds maturing December 2028 as follows:

Interest as at 30 June 2021Transactions during the reporting period

DirectorBondsInterestNumber

of bonds

Nature of transactionConsiderationDate

Patrick Strange340,000Beneficial owner

as beneficiary of

Three Kings Trust

––––

Prue Flacks15,000Registered holder

as trustee of CJH

Bull Family Trust

––––

Murray Jordan100,000Registered holder and

beneficial owner as

trustee and beneficiary

of Endeavour Trust

––––

Changes in Director interests

Patrick StrangeNone

Jon HartleyNone

1

Mark CrossBecame a director of MPE GP Limited

2

. Became director of Cross Family Trustees Limited

3

. Retired as director of

MFL Mutual Fund Limited and Superannuation Investments Limited.

4

Prue FlacksRetired as director of Bank of New Zealand

5

.

Murray JordanBecame a director of Asia Pacific Village Holdings

6

, Asia Pacific Village Group

7

, Metlifecare Limited

8,

Modern

Merchants Limited

9

, Strategic Interchange Limited

10

,


Tetrad Corporation Limited.

11

Jack MatthewsBecame a director of Mediaworks Outdoor Limited.

12

Became a director of MW NZ Bureau Limited.

13


Became a director of New Zealand Golf Network Limited.

14

Ceased as a director of Bravo TV New Zealand Limited.

15

Sue BaileyBecame a director and member of CareFlight.

16


Notes:

1 Jon Hartley ceased to be a director as at 31 August 2020.

2 From 17 June 2021.

3 From 2 September 2019.

4 From 31 March 2021.

5 From 9 October 2020.

6 From 3 November 2020.

7 From 3 November 2020.

8 From 3 November 2020.

9 From 11 January 2019.

10 From 11 January 2019.

11 From 11 January 2019.

12 From 1 January 2021.

13 From 1 January 2021.

14 From 1 July 2020.

15 From 30 September 2020.

16 From 2 September 2020.

Annual Report 202186
Director restrictions

No person who is an ‘associated person’ of a

telecommunications services provider in New Zealand

may be appointed or hold office as a director. NZX has

granted a waiver to allow this restriction to be included

in our constitution.

Securities and security holders

Ordinary shares

Chorus Limited’s shares are quoted on the NZX and on

the ASX and trade under the ‘CNU’ ticker. There were

447,024,884 ordinary shares on issue at 30 June 2021.

Each share confers on its holder the right to attend and vote

at a shareholder meeting (including the right to cast one vote

on a poll on any resolution).

Constitutional ownership restrictions

As part of the establishment of Chorus we inherited an

obligation to obtain Crown approval prior to any person:

• Having a relevant interest in 10% or more of our shares; or

• Other than a New Zealand national, having a relevant

interest in more than 49.9% of our shares.

On each request the Crown has provided approval, currently:

• L1 Capital Pty Ltd can hold a relevant interest in up to

15% of our shares.

• AMP Capital Holdings Limited can hold a relevant interest

in up to 15% of our shares.

If our Board or the Crown determines there are reasonable

grounds for believing a person has a relevant interest in our

shares in excess of the ownership restrictions, our Board

may, after following certain procedures, prohibit the exercise

of voting rights (in which case the voting rights vest in our

chair) and may force the sale of shares. Our Board may also

decline to register a transfer of shares if it reasonably believes

the transfer would breach the ownership restrictions.

NZX has granted waivers allowing our constitution to include

the power of forfeiture, the restrictions on transferability

of shares and our Board’s power to prohibit the exercise of

voting rights relating to these ownership restrictions. ASX

has also granted a waiver in respect of the refusal to register

a transfer of shares which is or may be in breach of the

ownership restrictions.

Takeovers protocol

We have established a takeovers protocol setting out

the procedure to be followed if there is a takeover offer,

including managing communications between insiders

and the bidder and engagement of an independent

adviser. The protocol includes the option of establishing

an independent takeover committee, and the likely

composition and implementation of that committee.

Shareholder distribution as at 30 June 2021

HoldingNumber of holders% of holdersTotal number of

shares held

% of shares issued

1 to 999

11,09552.01%4,564,3241.02%

1,000 to 4,9996,82732.01%15,987,1253.58%

5,000 to 9,9991,8988.9%12,593,1302.82%

10,000 to 99,9991,4326.71%29,430,9646.58%

100,000 and over790.37%384,449,34186%

Tot al21,331100%4 47, 024 , 8 8 4100%

Substantial holders

We have received substantial product holder notices from shareholders as follows:

Notices received as at 30 June 2021

1

Number of

ordinary shares held

% of shares on issue

L1 Capital Pty Ltd37,513,8828.39%

The Vanguard Group, Inc.33,540,5647. 5 0%

UniSuper Limited28,785,8746.48%

BNP Paribas SA26,604,6865.95%

Commonwealth Bank of Australia22,589,6295.05%

1. Notices received as at 30 June 2021.

Annual Report 202187
Twenty largest shareholders as at 30 June 2021

RankHolder nameHolding%

1HSBC Custody Nominees (Australia) Limited43,148,0179.65

2BNP Paribas Nominees Pty Ltd <Agency Lending DRP A/C>35,674,9137.9 8

3JP Morgan Nominees Australia Limited32,229,3417. 2 1

4Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*32,131,8747. 1 9

5HSBC Nominees (New Zealand) Limited – NZCSD <HKBN90>*28,495,7276.37

6Citicorp Nominees Pty Limited27,452,0066.14

7Accident Compensation Corporation – NZCSD <ACCI40>*20,522,3054.59

8HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD <HKBN45>*16,473,5933.69

9JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD <CHAM24>*13,350,5092.99

10National Nominees Limited13,206,0272.95

11Forsyth Barr Custodians Limited <1-Custody>10,771,6792.41

12HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD <SUPR40>*8,216,5151.84

13BNP Paribas Nominees (NZ) Limited – NZCSD <BPSS40>*7,975,4611.78

14National Nominees Limited <N A/C>7,541,2871.69

15New Zealand Depository Nominee Limited <A/C 1 Cash Account>7, 3 70 , 1 7 21.65

16JBWere (NZ) Nominees Limited <NZ Resident A/C>7,288,0351.63

17ANZ Wholesale Australasian Share Fund – NZCSD <PNAS90>*6,596,9551.48

18BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*5,630,8121.26

19Hobson Wealth Custodian Limited <Resident Cash Account>4,143,0160.93

20National Nominees Limited – NZCSD <NNLZ90>*3,953,5500.88

* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of

securities by its members. As at 30 June 2021, 158,688,332 Chorus ordinary shares (or 35.5% of the ordinary shares on issue) were held through NZCSD.

American depositary receipts

American Depositary Shares, each representing five shares and evidenced by American Depositary Receipts, are not listed

but are traded on the over-the-counter market in the United States under the ticker ‘CHRYY’ with Bank of New York Mellon as

depositary bank. As at 30 June 2021 Chorus had 1.1 million ADRs on issue.

Annual Report 202188
Twenty largest bondholders (December 2027) as at 30 June 2021

RankHolder nameHolding%

1BNP Paribas Nominees (NZ) Limited – NZCSD <BPSS40>*26,801,00013.40

2Forsyth Barr Custodians Limited <1-Custody>25,954,00012.98

3FNZ Custodians Limited21,758,00010.88

4Custodial Services Limited <A/C 4>13,744,0006.87

5National Nominees Limited – NZCSD <NNLZ90>*12,836,0006.42

6HSBC Nominees (New Zealand) Limited – NZCSD <HKBN90>*8,750,0004.38

7Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*8,285,0004.14

8ANZ Bank New Zealand Limited – NZCSD <NBNZ40>*8,131,0004.07

9Pin Twenty Limited <Kintyre A/C>7,000,0003.50

10Custodial Services Limited <A/C 3>6,195,0003.10

11Custodial Services Limited <A/C 2>6,086,0003.04

12Westpac Banking Corporate NZ Financial Markets Group – NZCSD <WPAC40>*6,000,0003.00

13Custodial Services Limited <A/C 1>5,317,0002.66

14Mint Nominees Limited – NZCSD <NZP440>*4,300,0002.15

15Commonwealth Bank Of Australia – NZCSD <CBAANZ>*3,877,0001.94

16Custodial Services Limited <A/C 18>3,536,0001.77

17Risk Reinsurance Limited2,865,0001.43

18Tea Custodians Limited Client Property Trust Account – NZCSD <T E AC4 0 >*2,250,0001.13

19JBWere (NZ) Nominees Limited <NZ Resident A/C>2,140,0001.07

20=Neurological Foundation Of New Zealand Incorporated2,000,0001.00

20=NZPT Custodians (Grosvenor) Limited – NZCSD <NZPG40>*2,000,0001.00

Twenty largest bondholders (December 2028) as at 30 June 2021

RankHolder nameHolding%

1Forsyth Barr Custodians Limited <1-Custody>68,935,00013.79

2JBWere (NZ) Nominees Limited <NZ Resident A/C>41,974,0008.39

3ANZ Custodial Services New Zealand Limited – NZCSD <PBNK90>*41,903,0008.38

4Hobson Wealth Custodian Limited <Resident Cash Account>38,046,0007.61

5Custodial Services Limited <A/C 4>30,818,0006.16

6HSBC Nominees (New Zealand) Limited O/A Euroclear Bank – NZCSD <HKBN95>*30,000,0006.00

7FNZ Custodians Limited25,433,0005.09

8Custodial Services Limited <A/C 2>17,332,0003.47

9Custodial Services Limited <A/C 3>17,102,0003.42

10JBWere (NZ) Nominees Limited <Res Inst A/C>17,100,0003.42

11BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*15,819,0003.16

12Custodial Services Limited <A/C 1>9,464,0001.89

13Custodial Services Limited <A/C 18>7,951,0001.59

14Forsyth Barr Custodians Limited <Account 1 E>6,791,0001.36

15ANZ Wholesale NZ Fixed Interest Fund – NZCSD*6,089,0001.22

16Generate Kiwisaver Public Trust Nominees Limited <NZCSD> <NZPT44>*5,750,0001.15

17Tea Custodians Limited Client Property Trust Account – NZCSD <T E AC4 0 >*4,844,0000.97

18JBWere (NZ) Nominees Limited <44625 A/C>4,600,0000.92

19HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD <HKBN45>*4,250,0000.85

20Investment Custodial Services Limited <A/C C>4,230,0000.85

* Held through New Zealand Central Securities Depository Limited (NZCSD).

Annual Report 202189
Twenty largest bondholders (December 2030) as at 30 June 2021

RankHolder nameHolding%

1Accident Compensation Corporation – NZCSD <ACCI40>*108,000,00054.00

2ANZ Custodial Services New Zealand Limited – NZCSD <PBNK90>*22,670,00011.34

3Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*10,000,0005.00

4ANZ Fixed Interest Fund – NZCSD <PNLI90>*6,761,0003.38

5BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*5,630,0002.82

6HSBC Nominees (New Zealand) Limited O/A Euroclear Bank – NZCSD <HKBN95>*5,000,0002.50

6Queen Street Nominees ACF Pie Funds – NZCSD*5,000,0002.50

8Forsyth Barr Custodians Limited <1-Custody>4,766,0002.38

9HSBC Nominees (New Zealand) Limited – NZCSD <HKBN90>*4,690,0002.35

10FNZ Custodians Limited3,810,0001.91

11Custodial Services Limited <A/C 4>3,296,0001.65

12Westpac Banking Corporate NZ Financial Markets Group – NZCSD <WPAC40>*2,132,0001.07

13Custodial Services Limited <A/C 2>1,970,0000.99

14Custodial Services Limited <A/C 3>1,536,0000.77

15Custodial Services Limited <A/C 1>1,475,0000.74

16Custodial Services Limited <A/C 18>1,245,0000.62

17Forsyth Barr Custodians Limited <Account 1 E>1,188,0000.59

18Hobson Wealth Custodian Limited <Resident Cash Account>1,055,0000.53

19Investment Custodial Services Limited <A/C C>910,0000.46

20Commonwealth Bank Of Australia – NZCSD <CBAANZ>*864,0000.43

* Held through New Zealand Central Securities Depository Limited (NZCSD).

Debt listings

Chorus Limited has the following bonds on issue:

• $200 million bonds traded on the NZX debt market

(the NZDX) maturing December 2027;

• $500 million bonds traded on the NZX debt market

maturing December 2028

• $200 million bonds traded on the NZX debt market

maturing December 2030;

• EUR 500 million EMTNs traded on the ASX maturing

October 2023; and

• EUR 300 million EMTNs traded on the ASX, maturing

December 2026.

Annual Report 202190
NZX bondholder distribution as at 30 June 2021

December 2027 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

5,000 to 9,999146.8%89,0000.04%

10,000 to 99,9991406 7.9 6%3,916,0001.96%

100,000 and over5225.24%195,995,00098%

Tot al206100%200,000,000100%

December 2028 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

5,000 to 9,999825.96%492,0000.1%

10,000 to 99,9991,12781.84%34,055,0006.81%

100,000 and over16812.2%465,453,00093.09%

Tot al1,377100%500,000,000100%

December 2030 maturity

HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued

5,000 to 9,999229.57%145,0000.07%

10,000 to 99,99918480%4,740,0002.37%

100,000 and over2410.43%195,115,00097. 5 6%

Tot al230100%200,000,000100%

Unquoted securities

Crown Infrastructure Partners (CIP) Securities

The terms of issue for the CIP1 and CIP2 securities are set out in the subscription agreements between Chorus Limited and CIP.

These terms are summarised in note 6 of our Financial Statements and on our website at www.chorus.co.nz/reports.

SecurityNumber issued in the

year ended 30 June 2021

Total on issue at

30 June 2021

HolderPercentage held

CIP1 equity securities–462,052,071CIP100%

CIP1 debt securities–462,052,071CIP100%

CIP1 equity warrants461,85014,678,063CIP100%

CIP2 equity securities122,132,406264,763,451CIP100%

Annual Report 202191
Other disclosures

New NZX listing rules

NZX updated its listing rules from 1 January 2020.

NZX waivers

On 28 March 2019 Chorus applied for the continuation of

existing and still required waivers and rulings. On 3 April 2020 a

waiver from NZX listing rule 2.3.2, 4.1.1, 4.1.2, 4.2.1, 4.14, 6.6.1,

8.1.5 and a ruling from NZX on listing rule 4.9.1 were granted.

A summary of all waivers relied on by Chorus in the

12 months ending 30 June 2021 is available on our website at

www.chorus.co.nz/investor-info.

Non-standard designation

NZX has attached a ‘non-standard’ designation to Chorus

Limited because of the ownership restrictions in our

constitution (described above).

ASX disclosures

Chorus Limited and its subsidiaries are incorporated in

New Zealand.

Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C

of the Australian Corporations Act 2001 dealing with the

acquisition of shares (including substantial shareholdings

and takeovers).

Our constitution contains limitations on the acquisition

of securities, as described above.

For the purposes of ASX listing rule 1.15.3 Chorus Limited

continues to comply with the NZX listing rules.

Registration as a foreign company

Chorus Limited has registered with the Australian Securities

and Investments Commission as a foreign company and has

been issued an Australian Registered Body Number (ARBN)

of 152 485 848.

Net tangible assets per security

As at 30 June 2021, consolidated net tangible assets per

share was $1.45 (30 June 2020: $1.39).

Net tangible assets per share is a non-GAAP financial

measure and is not prepared in accordance with NZ IFRS.

Revenue from ordinary activities and net profit

In the year ended 30 June 2021:

• Revenue from ordinary activities decreased 1.2% to

$947 million (30 June 2020: $959 million); and

• Profit from ordinary activities after tax, and net profit,

attributable to shareholders decreased 9.6% to $47 million

(30 June 2020: $52 million)

Subsidiaries

Chorus New Zealand Limited (CNZL)

Directors as at 30 June 2021: Patrick Strange, Mark Cross,

Prue Flacks, Murray Jordan, Jack Matthews, Sue Bailey,

Kate Jorgensen.

Jon Hartley resigned as a director from CNZL during the year

to 30 June 2021.

Current CNZL directors are also Chorus Limited directors

and do not receive any remuneration in their capacity as

CNZL directors.

Chorus LTI Trustee Limited (CLTL)

Directors as at 30 June 2021: Prue Flacks, Murray Jordan

and Sue Bailey.

Current and former directors of CLTL did not receive any

remuneration in their capacity as directors of CLTL.

Other subsidiaries

Chorus Limited has no other subsidiaries.

Annual Report 202192
Glossary

Backbone networkFibre cabling and other shared network

elements required either in the common

areas of multi-dwelling units to connect

individual apartments/offices, or to serve

premises located along rights of way.

BackhaulThe portion of the network that links

local exchanges to other exchanges

or retail service provider networks.

BasebandA technology neutral voice input

service that can be bundled with

a broadband product or provided

on a standalone basis.

BoardChorus Limited’s Board of Directors.

Building block

model

A methodology used for regulating

monopoly utilities. Under BBM a

regulated supplier’s allowed revenue

is equal to the sum of the underlying

components or ‘building blocks’,

consisting of the return on capital,

depreciation, operating expenditure and

various other components such as tax.

ChorusChorus Limited and subsidiaries.

CIPCrown Infrastructure Partners,

the Government organisation that

manages New Zealand’s rollout of

Ultra-Fast Broadband infrastructure.

CommissionCommerce Commission –

the independent Crown Entity

whose responsibilities include

overseeing the regulation of the

telecommunications sector.

ConstitutionChorus Limited’s Constitution.

Direct fibre accessAlso known as ‘dark’ fibre, a fibre service

that provides a point to point fibre

connection and can be used to deliver

backhaul connections to mobile sites.

DirectorA director of Chorus Limited.

EBITDAEarnings before interest, income tax,

depreciation and amortisation.

EMTNEuropean Medium Term Notes.

FYFinancial year – twelve months

ended 30 June. e.g. FY21 is from

1 July 2020 to 30 June 2021.

GbpsGigabits per second. A measure of

the average rate of data transfer.

GigabitThe equivalent of 1 billion bits. Gigabit

Ethernet provides data transfer rates

of about 1 gigabit per second.

GPONGigabit Passive Optical Network.

ITInformation Technology.

Layer 2The data link layer, including broadband

electronics, within the Open Systems

Interconnection model. Layer 1 is the

physical cables and co-location space.

MbpsMegabits per second – a measure of

the average rate of data transfer.

NZ IFRSInternational Financial Reporting

Standards – the rules that the financial

statements have to be prepared by.

P2PWhere two parties or devices are

connected point-to-point via fibre.

RABRegulatory Asset Base refers to

the value of total investment by a

regulated utility in the assets which

will generate revenues over time.

RBIRural Broadband Initiative – refers to

the Government programme to improve

and enhance broadband coverage in

rural areas between 2011 and 2016.

ShareMeans an ordinary share in Chorus.

TSOTelecommunications Services

Obligation – a universal service

obligation under which Chorus

must maintain certain coverage and

service on the copper network.

TSRTotal shareholder return.

UFBUltra-Fast Broadband refers to the

Government programme to build a fibre

to the premises network to about 85%

of New Zealanders. UFB1 refers to the

original phase of the rollout to 75% of

New Zealanders. UFB2 and UFB2+ were

subsequent phases announced in 2017.

VDSLVery High Speed Digital Subscriber

Line – a copper-based technology

that provides a better broadband

connection than ADSL.

Annual Report 202193
Disclaimer

This annual report:

• May contain forward looking statements. These statements

are not guarantees or predictions of future performance.

They involve known and unknown risks, uncertainties and

other factors, many of which are beyond Chorus’ control,

and which may cause actual results to differ materially

from those expressed in the statements contained in this

annual report.

• Includes statements relating to past performance.

These should not be regarded as reliable indicators of

future performance.

• Is current at its release date. Except as required by law or

the NZX and ASX listing rules, Chorus is not under any

obligation to update this annual report or the information

in it at any time, whether as a result of new information,

future events or otherwise.

• Contains non-GAAP financial measures, including EBITDA.

These measures may differ from similarly titled measures

used by other companies because they are not defined by

GAAP. Although Chorus considers those measures provide

useful information they should not be used in substitution

for, or isolation of, Chorus’ audited financial statements.

• May contain information from third parties Chorus

believes reliable. However, no representations or

warranties are made as to the accuracy or completeness

of such information.

• Should be read in the wider context of material previously

published by Chorus and released through the NZX and ASX.

• Does not constitute investment advice or an offer or

invitation to purchase Chorus securities.

chorus.co.nz
Directory

Registrars

NEW ZEALAND

Computershare Investor Services Limited

Private Bag 92119, Victoria Street West

Auckland 1142, New Zealand

P: +64 9 488 8777 F: +64 9 488 8787

E: enquiry@computershare.co.nz

investorcentre.com/nz

AUSTRALIA

Computershare Investor Services Pty Limited

GPO Box 3329, Melbourne 3001, Australia

FP: 1 800 501 366 F: +61 3 9473 2500

E: enquiry@computershare.co.nz

investorcentre.com/nz

Registered Offices

NEW ZEALAND

Level 10, 1 Willis Street

Wellington, New Zealand

P: +64 800 600 100

AUSTRALIA

C/– Allens Corporate Services Pty Limited

Level 28, Deutsche Bank Place, 126 Phillip Street,

Sydney, NSW 2000, Australia

P: +61 2 9230 4000

ADR Depository

BNY Mellon Shareowner Services

PO Box 505000, Louisville, KY 40233-5000

United States of America

P: US domestic calls (toll free) 1 888 269 2377

P: International calls +1 201 680 6825

E: shrrelations@cpushareownerservices.com

https://www-us.computershare.com/investorARBN 152 485 848

---

FY21 FULL YEAR RESULT
23 August 2021

23 August 2021
Disclaimer

This presentation:

• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus

securities.

• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known

and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto

differ materially from those contained in this presentation.

• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.

• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing

rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.

• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2021 and NZX and ASX

market releases.

• Includes non-GAAP financial measures such as "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and

therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for,

or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance indicator and we believe it

assists investors in assessing the performance of the core operations of our business.

• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or

omissions.

• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are

made as to the accuracy or completeness of such information.

FY21 FULL YEAR RESULT

2

Agenda
>FY21 overview and UFB rollout4-7

>Market trends 8-12

>Financial results13-17

>Capex18-20

>Debt, capital management, FY21 dividend21-23

>Regulation and FY22 guidance24-27

>FY22: A broadband crossroads28-29

>FY22 Strategic focus30-39

Appendices

▪A: Connection and market trends40-41

▪B: Capital allocation framework, sustaining capital, Crown financing42-44

23 August 2021

JB Rousselot, CEO

David Collins, CFO

JB Rousselot, CEO

FY21 FULL YEAR RESULT

3

23 August 2021
FY21 overview

FY21 FULL YEAR RESULT

4

23 August 2021
Focus on customer experience is delivering results

>Fibre installation: customer satisfaction lifted

from 8.1 (FY20 three month average) to 8.2(12-

month average)

▪working closely with retailers on processes and

communication

▪greater proportion of installations through

managed migration programme

▪work in progress reduced from 16k to 13k

>Fibre intact activation: customer satisfaction

lifted from 7.3 to 7.5 (three month average)

▪1 million fibre sockets (ONTs) now installed

▪~50% of fibre orders are from intact

addresses

▪range of initiatives implemented

FY21 FULL YEAR RESULT

5

7.7

8.1

8.2

7.3

7.5

7

7.2

7.4

7.6

7.8

8

8.2

8.4

FY19FY20FY21

Customer satisfaction

InstallationIntact activation

UFB uptake reaches 65%; rollout 95% complete
Uptake

23 August 2021

69

42

0

10

20

30

40

50

60

70

80

90

FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21

Chorus fibreuptake by programme

UFB1UFB2UFB1 contractual uptake target (by 2020)

% uptake

(available

addresses)

FY21 FULL YEAR RESULT

6

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

FY19FY20FY21FY22FY23

UFB rollout

(premises passed)

Ready to connectTo be completed

▪837,000 connections (includes business premium) out of

1,282,000customers able to connect in UFB footprint

UFB2 ahead of schedule

▪53,000 premises remaining to pass by Dec 2022

0.00%
10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

80.00%

Jun-20Sep-20Dec-20Mar-21Jun-21

% uptake

relative to

capable

addresses

UFB1 uptake: 69%

23 August 2021

Average uptake

FY21 FULL YEAR RESULT

7

23 August 2021
FY21 FULL YEAR RESULT

8

The data demand tide keeps rising

0

100

200

300

400

500

600

Oct-15

Dec-15

Feb-16

Apr-16

Jun-16

Aug-16

Oct-16

Dec-16

Feb-17

Apr-17

Jun-17

Aug-17

Oct-17

Dec-17

Feb-18

Apr-18

Jun-18

Aug-18

Oct-18

Dec-18

Feb-19

Apr-19

Jun-19

Aug-19

Oct-19

Dec-19

Feb-20

Apr-20

Jun-20

Aug-20

Oct-20

Dec-20

Feb-21

Apr-21

Jun-21

DownstreamUpstream

COVID-19

lockdowns

Note: upstream traffic only shown from June 2020 onwards following COVID-19 effects on daytime usage trends

Average monthly usage per connection on our fibre network

Gigabytes

per month

23 August 2021
FY21 FULL YEAR RESULT

9

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

FY19FY20FY21

Managed migration: installations vs activations

Service activation: from copper

Service activation: from offnet

Fibre installations

▪60k installations via Chorus door

knocking and targeted activity in FY21

▪13k offnet activations of pre-installed

ONTs

▪~56% activation rate within 12 months

Managed migration boosts uptake

~30k connections activated in FY21

0
5,000

10,000

15,000

20,000

25,000

30,000

FY19FY20FY21

New property ordersCompleted

23 August 2021

FY21 FULL YEAR RESULT

10

Strong new property pipeline continues

32k properties in progress (FY21:25k)

44,299 new

homes

consented in

year ended

June 2021,

an all time

high –Stats

NZ

19,036

dwelling

consents

issued in

Auckland –

up 29%

23 August 2021
FY21 FULL YEAR RESULT

11

1 Gigabit plans almost 20% of mass market

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

June 2020June 2021

Business

1Gbps200-300Mbps100Mbps<100MbpsVoice

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

June 2020June 2021

Residential

1Gbps200Mbps100Mbps50MbpsVoice

No change

$56

$47.87

$44.22

$56

$47.15

$43.56

$56.38

CPI –1 Oct

$65+

$56.38+

$51.25+

CPI to

apply

across

most plans

from 1 Oct

Note: business plan pricing shown is indicative entry level option for each speed tier

$51.20+

Connection changes by Zone (indicative)
Chorus UFB

zone*

Non-UFB

zone

Local Fibre

Company

UFB zone

Total connections at

30 June**

1,069,000185,00073,000

Broadband connections985,000150,00045,000

Copper (no broadband)

connections

84,00035,00028,000

* Includes planned Chorus UFB1, 2 and 2+ coverage

**Excludes 13k fibre premium and data services (copper) connections

5

6

-4

-2

8

-1

-2

-2

-5

-6

-6

-9

-4

-10

-8

-7

-8

-5

-2

-1

-1

-1

-1

-2

-2

-3

-2

-2

-15-5515

Q4 FY21

Q3 FY21

Q2 FY21

Q1 FY21

Q4 FY20

Q4 FY21

Q3 FY21

Q2 FY21

Q1 FY21

Q4 FY20

Q4 FY21

Q3 FY21

Q2 FY21

Q1 FY21

Q4 FY20

Broadband connections

Copper (no broadband) connections

LFC

Zone

Non-

UFB

Zone

Chorus

UFB Zone

N/C

Change in connections (‘000s) by zone**

>Chorus UFB zone: continued broadband growth driven by

Chorus incentives and migration campaigns. Increased rate of

copper voice disconnections reflects targeted fixed wireless

sales campaigns.

>LFC zone: disconnections continue at consistent rate reflecting

Local Fibre Company and fixed wireless provider activity.

>Non-UFB zone: increasing rural wireless competition as mobile

providers expand wireless coverage and capacity. Fibre

connections now 27k.

12

FY21 FULL YEAR RESULT

23 August 2021

Financial performance
David Collins, Chief Financial Officer

23 August 2021

FY21 FULL YEAR RESULT

Income statement
23 August 2021

FY21

$m

FY20

$m

Operating revenue947959

Operating expenses(298)(311)

Earnings before interest, tax,

depreciation and amortisation (EBITDA)

649648

Depreciation and amortisation(425)(402)

Earnings before interest and income tax224246

Net finance expense(152)(173)

Net earnings before income tax7273

Income tax expense(25)(21)

Net earnings for the year4752

>increasing with fibre asset; Crown funding offset

rose from $27m to $29m

>NZ400m bond issued in Dec 2020; average

interest rate on debt was 4.16%

>post COVID-19 market conditions and overall

reduction in connections

>tight cost management and no direct COVID-19

costs, partly offset by $2m restructuring costs

FY21 FULL YEAR RESULT

14

>prior year included one-off benefit from

reinstatement of building depreciation

23 August 2021
FY21

$m

FY20

$m

Fibre broadband (GPON)477393

Copper based broadband203271

Copper based voice6882

Fibre premium (P2P)6873

Field Services6265

Value added network

services

3029

Infrastructure2724

Data services copper916

Other36

Total947959

copper revenues declining as customers migrate to Chorus fibre or

competing fibre/wireless networks

>growing fibre uptake and ARPU: June FY21 $49.87 vs June FY20 $48.42*

>direct fibre and backhaul growth helping offset legacy churn

Revenue

>ongoing reduction as customers transition to cheaper fibre services

FY21 FULL YEAR RESULT

15

*FY20 ARPU adjusted to exclude COVID-19 related industry credits. ARPU is total GPON

revenue for the June month, divided by the average of May and June connections

>reduced demand for chargeable maintenance and installation activity

>change in lease arrangement for retailers’ use of Chorus buildings

>FY20 included one-off favourable $3m settlement

Indicative FY21 FFLASrevenue $556m based onInput Methodologies(59% of total revenue vs FY20 49%)

>6% reduction in staff numbers, including $2m restructuring costs; FY20
included ~$4m COVID costs

>a ‘normal’ year with unfavourable weather and no COVID-19 restrictions on

activity

>higher pole testing and property optimisation costs; FY20 included $5m

COVID-19 sercosupport payments

23 August 2021

FY21

$m

FY20

$m

Labour 7480

Network maintenance6364

IT4847

Other network costs2929

Rent, rates and property

maintenance

2425

Electricity1815

Regulatory levies87

Provisioning25

Consultants79

Insurance43

Other2127

Total298311

Expenses

>new levy for BBM implementation

>high electricity prices offsetting reduced consumption

FY21 FULL YEAR RESULT

16

>lower advertising spend and adjustments to doubtful debt provision

>copper related activity reducing

Indicative FY21 FFLASexpenditure $158mbased on Chorus’ MarchInitial Asset Valueand May Expenditure

proposals(53% of total expenditure vs FY20 47%)

▪fibre maintenance increasing as share of connections grows, but
fault rate is lower on fibre

▪copper fault volumes reducing although FY21 featured more

adverse weather events and less COVID-19 disruption to field

activity

▪non-UFB zone copper spend stable ~$20m p.a.

▪long run annual saving from full copper to fibre migration in

Chorus UFB areas estimated at ~$10m p.afor fixed fault costs

23 August 2021

Reactive maintenance: Chorus network

Key drivers for $58m spend

0

5

10

15

20

25

30

FibreCopper - fixedCopper -

variable

Reactive spend by type

FY19FY20FY21

0

5

10

15

20

25

30

Chorus UFB Non UFB LFC UFB

Copper -reactive spend by area

Note:

▪reactive maintenance excludesspend on proactive maintenance and

customer networks (i.e. premises wiring, no fault found, cancellations)

▪‘fixed’ faults: occur in parts of the network that affect multiple customers

(e.g. cable between exchange and cabinet)

▪‘variable’ faults: only affect one customer (e.g. cable on customer property)

$m

$m

FY21 FULL YEAR RESULT

17

>growing as fibre uptake increases and the asset ages
23 August 2021

FY21 gross capex $672m vs FY20 $663m

FibrecapexFY21

$m

FY20

$m

UFB communal147170

Fibre installations & layer 2275282

Fibre products & systems1414

Other fibre & growth*9154

Fibre sustain*118

Customer retention costs2920

Subtotal567548

>all for UFB2 rollout (FY20:$145m for UFB2)

>greenfieldsspend of $47m (FY20: $42m) and West Coast fibre project

costs of $32m

>increased market activity and not affected by COVID-19 as in FY20

(FY19:$29m)

>172,000 installations (FY20:167,000), including 44,000 UFB2

FY21 FULL YEAR RESULT

18

Fibre communal and installations capex reducing

*previously reported together as ‘Other fibre connections & growth’

23 August 2021
FY21 Capex: Fibre installations & layer 2

Fibre installations & layer 2 capexFY21 spendFY20 spend

Layer 2$31m$31m

Premium business fibre installations$8m: 1,300 installations$10m: 1,400 installations

Single dwelling units and apartments installations$192m: 172,000 installations

(FY21 estimate: 170k-190k)

$173m: 167,000 installations

(FY20 estimate: 160k-180k)

Backbonebuild: multi-dwelling units and rightsof way$44m: 7,000 completed

(FY21 estimate: 7,000)

$68m: 11,000 completed

(FY20 estimate: 11,000)

TOTAL SPEND$275m$282m

▪Cost per UFB1 premises connected (CPPC): $1,055* vs $1,025 -$1,175 guidance (FY20: $1,022*)

▪Cost per UFB2 premises connected (CPPC): $1,217* vs $1,200 -$1,350 guidance (FY20: not reported)

* excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs

Installations capex of $275m vs FY21 guidance of $285m-$305m

FY21 FULL YEAR RESULT

19

23 August 2021
FY21 Capex: Copper and Common

CommoncapexFY21

$m

FY20

$m

Informationtechnology4643

Building& engineering services1417

Subtotal6060

CoppercapexFY21

$m

FY20

$m

Network sustain2931

Copperconnections11

Copper layer247

Customer retention costs1116

Subtotal4555

FY21 FULL YEAR RESULT

20

>up to $1.33 billion CIP financing
available by 2023 (57:43 equity/debt)

>$1,189m drawn at 30 June 2021

>At 30 June, debt of $2,339m comprised:

▪Long term bank facilities of $350m ($140m drawn)

▪NZ bonds: $400m and $500m

▪Euro Medium Term Notes $1,299m (NZ$ equivalent at hedged rates)

NZ

$M

23 August 2021

200

500

200

785

514

85

86

128

163

20

39

46

0

100

200

300

400

500

600

700

800

CIP debt securities available

Face value of CIP debt securities issued

EUR EMTN

NZ Bond

Crown financing and debt profile

462462

265

41

105

U F B 1

E Q U I T Y

U F B 1 D E B TU F B 2 / 2 +

E Q U I T Y

U F B 2 / 2 +

D E B T

drawnundrawn

NZ

$M

FY21 FULL YEAR RESULT

21

23 August 2021
Gearing & Credit Rating Metrics

As at

30 June 2021

$m

Borrowings2,339

+ PV of CIP debt

securities (senior)

198

+ Net leases payable264

Sub total2,801

-Cash53

Total net debt2,748

Net debt/EBITDA*4.24 times

>S&PND/EBITDA threshold 4.25xon a sustained basis

>Moody’sintend to review 4.2xthreshold once there is

further clarity on regulatory framework

>Financial covenants require senior debt ratio to be no

greater than 4.75 times

>The Board considers that a ‘BBB’ credit rating or

equivalent credit rating is appropriate for a company

such as Chorus.

*based on S&P and bank covenant methodologies

FY21 FULL YEAR RESULT

22

23 August 2021
▪supplementary dividend of 2.56 cps payable to non-resident shareholders

▪record date: 14 September 2021

▪payment date: 12 October 2021

▪Dividend Reinvestment Plan applies with 2% discount to prevailing market price; open to New

Zealand and Australian resident shareholders

14.5cps, fully imputed

FY21 final dividend

FY21 FULL YEAR RESULT

23

23 August 2021
FY21 FULL YEAR RESULT

24

Regulatory outcomes not yet certain

MAR?

Cost

allocation?

Initial

asset

value?

Depreciation

profiling?

RP1

wash

-up?

>WACC is the only key parameter confirmed to date = 4.52% post

tax for first regulatory period (RP1)

>Draft RAB of $5.427bn below our conservative proposal of $5.5bn

and has implications for MAR

>Chorus has made strong submissions challenging draft MAR

decision cuts to opexand capex

>trajectory for UFB communal and fibre
installation capital expenditure remains

consistent with our FY20 view

23 August 2021

FY22 Guidance: Gross Capex $550m to $590m

>Fibre $435m-$465m

▪includes ~$20m for West Coast fibre project (largely

government funded)

▪$80m-$90m spend for UFB2 communal (no change to

programme guidance $548m-$568m)

▪$230m-$250m fibre connections & layer 2

▪(based on mass market 125,000 –145,000 fibre

connections, 6,000 –7,000 backbone builds and

including service desk costs)

▪UFB1 CPPC $1,025 -$1,175*

▪UFB2 CPPC $1,200 -$1,350*

*excluding layer 2 and including standard installations and some

non-standard single dwellings and service desk costs

>Copper $35m-$55m

>Common $60m-$75m

•includes exchange upgrades/strengthening

FY21 FULL YEAR RESULT

25

0

50

100

150

200

250

300

FY20FY21FY22*FY23FY24

Communal spend

Installation & layer 2 spend

$m

*based on midpoint of FY22 guidance and regulatory proposals

23 August 2021
Transition to new dividend policy commenced

FY21 FULL YEAR RESULT

26

>policy based on a majority pay-out range of free

cashflow

>free cash flowdefined as net cash flows from

operating activities minus sustaining capex

>dividend levels through the transition period will

reflect the following considerations:

•maintenance of a BBB credit rating

•UFB related capital expenditure remains

elevated initially, reducing as the UFB rollout

winds down (ends Dec 2022)

•fibreinstallation spend tapers off gradually,

subject to ongoing demand and timing of

copper migration in selected areas

•copper capex declinesas connections reduce

>sustaining capex of $180m in FY21

>non-sustaining capex comprised:

▪UFB communal $147m

▪Fibre installations $244m

▪Greenfield growth* $50m

▪Customer retention$18m

▪West Coast fibre rollout*$32m

▪EdgeCentre$1m

non-sustaining$492m

>sustaining capex expected to be ~$200m

(midpoint within a range) as fibre sustaining

capex grows and copper capex declines

*majority funded by third party contributions

▪dividend temporarilyconstrained by high
UFBnon-sustaining capex

▪significant regulatory uncertainties remain

until December 2021

▪wetherefore expect to provide further detail

on dividend outlook, including expected pay-

out range, in February 2022, following

finalisation of key regulatory outputs

▪expectation of future growth in free cashflow,

as non-sustaining capex reduces is unchanged

▪we expect the April 2022 interim dividend will

be fully imputed, followed by unimputed

dividends for the short to medium term

23 August 2021

FY21 FULL YEAR RESULT

27

FY22 Initial Dividend Guidance & EBITDA

Initial dividend guidance: 26cps

subject to no material changes in

regulatory or competitive outlook

EBITDA guidance: $640m to $660m

subject to no material changes in regulatory

or competitive outlook

▪no specific allowance made for a scenario of

extendedCOVID-19 relatedlockdowns, given

currenthighlevel of uncertainty

FY22. A broadband crossroads
JB Rousselot, Chief Executive Officer

23 August 2021

FY21 FULL YEAR RESULT

23 August 2021
FY21 FULL YEAR RESULT

29

Lockdown underlines value of network capacity

>Significant investment in

capacity: headroom of 4.5Tbps

▪record peak of 3.75Tbps on 21

st

Aug, 33% higher than pre-

lockdown levels

▪March 2020 lockdown peak was

3.03Tbps

▪we are monitoring key network

links and working closely with

retailers

30
FY22 strategy

23 August 2021
FY21 FULL YEAR RESULT

31

Winning in fibre

0

2

4

6

8

10

12

14

16

18

20

0

20000

40000

60000

80000

100000

120000

140000

160000

180000

FY18FY19FY20FY21

1 Gigabit uptake

Connections% of mass market

%

Peak time traffic up 28% in FY21

23 August 2021
FY21 FULL YEAR RESULT

32

Transparency matters for consumers

67%
33%

62%

38%

1 gigabit

Top 3 RSPs

Other RSPs

23 August 2021

FY21 FULL YEAR RESULT

33

Diversifying retail market

Smaller RSPs continue to grow share in fibre

76%

24%

71%

29%

All Chorus fibre (GPON)

June 2020June 2021

June 2021June 2020

23 August 2021
Develop long term future of the business

Becoming a more adaptive organisation

FY21 FULL YEAR RESULT

34

>organisation showing strong resilience as we shift from build to

operate with engagement steady at 8.5

>agile practices embedded in technology function

>now extending adaptive practices –design thinking, iterative trials –

to specific programmes of work:

▪regulatory readiness

▪product simplification

>working with our service companies to co-design requirements for

new contracts to apply from March 2022

23 August 2021
FY21 FULL YEAR RESULT

35

Optimising our network

>Reducing our network footprint

▪36 property/lease sites exited (FY20: 20 sites)

▪exploring subdivision opportunities

▪site upgrades reducing reliance on leased Spark exchange space

>First trial of copper cabinet exits concludes in October

▪just 80 services remaining to disconnect across first batch of 28

cabinets

▪withdrawal notices issued across ~180 cabinets to date

▪subject to trial results, by end of 2021 we expect to issue notices

across ~400 cabinets with few remaining customers

23 August 2021
FY21 FULL YEAR RESULT

36

Growing new revenues

▪strong growth in small business uptake from 3k to 26k

▪new peering and backhaul products enhancing competition

▪8Gbps Hyperfibrelaunched in select CBDs

▪consulting on more EdgeCentrespace in Auckland

▪smart connections growing but slowed by COVID impacts

▪limited uptake of Wi-Fi ONT to date

23 August 2021
FY21 FULL YEAR RESULT

37

Fibre enables sustainability

▪transition to fibre expected to reduce electricity consumption 30-40%

▪target: 80% carbon emissions reduction (scope 1 & 2) from FY12 level by 2030

23 August 2021
FY21 FULL YEAR RESULT

38

Will consumers realise fibre’s full potential?

Regulatory outcomes should incentivise investment

>Fibre consumers will benefit from ongoing investment if the Commission’s final

determinations provide for:

▪a smooth transition into the new regime that drives Chorus to add more connections at higher

speeds

▪sufficient opexand capex to let Chorus meet the demands of consumers and retailers

▪the abilitytocontinueouractivewholesaler strategy

▪recognition of the full cost of building our UFB network and a fair return on the public-private

partnership investment made to build it over the last decade

This should be underpinned by retail regulation that provides stronger consumer protections and

better information about broadband technologies.

23 August 2021
FY21 FULL YEAR RESULT

39

The world’s best

broadband is only

getting better

▪871,000 connections on fibre

▪140,000 more consumers can switch fibre on today

▪and another 280,000 with fibre at their gate

▪fibre products continue to evolve...8Gbps.....25Gbps

▪Wi-Fi 6E will help consumers make even more of fibre

0
200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

30-Jun-2030-Sep-2031-Dec-2031-Mar-2130-Jun-21

23 August 2021

30 June

2020

30 Sept

2020

31 Dec

2020

31 March

2021

30 June

2021

Unbundled copper

(no broadband)

15,00014,00013,00011,00010,000

Baseband copper

(no broadband)

179,000169,000159,000150,000137,000

Copper ADSL

(includes naked)

245,000218,000197,000180,000163,000

VDSL

(includes naked)

221,000202,000184,000170,000157,000

Fibre broadband

(GPON)

740,000773,000802,000831,000860,000

Data services

(copper)

4,0003,0003,0003,0002,000

Fibre premium

(P2P)

11,00011,00011,00011,00011,000

Total connections

1,415,0001,390,0001,369,0001,356,0001,340,000

Fibre (GPON)

VDSL

Copper ADSL

Unbundled copper

Baseband copper

>1,180,000 broadband connections comprises:

▪860,000 fibre (GPON) connections

▪320,000 VDSL/ADSL (copper) connections

Business premium

Note: 10,000 partly subsidisededucation connections are excluded

from this data

FY21 FULL YEAR RESULT

40

Appendix A: Connection and market trends

-
200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016Q4 2016Q1 2017Q2 2017Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019Q1 2020Q2 2020Q3 2020Q4 2020Q1 2021

Broadband uptake by retailer (all technology)

SparkVodafoneOrconVocus2degreesTrustpowerROM

Source: IDCSource: IDC

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014Q2 2014Q3 2014Q4 2014Q1 2015Q2 2015Q3 2015Q4 2015Q1 2016Q2 2016Q3 2016Q4 2016Q1 2017Q2 2017Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019Q1 2020Q2 2020Q3 2020Q4 2020Q1 2021

NZ broadband market –by technology

Chorus xDSLChorus mass market fibreChorus premium fibre

Local fibre companies (UFB)Other fibre networksOther xDSL

Vodafone cableFixed (mobile) wirelessLegacy fixed wireless, satellite

Connectionandmarkettrends

41

FY21 FULL YEAR RESULT

23 August 2021
Capital allocation framework driven by shareholder value

Net cash flow from operating activities

Sustaining capital

expenditure

Dividend

distribution

Surplus

capital

>Transition from FY22 to dividend distribution based on pay-

out range of free cash flow to reflect:

▪a focus on providing shareholders with dividend predictability,

stability and sustainable growth

▪comparable Australasian infrastructure and utility-like

businesses that pay out the majority of FCF

▪robust management of sustaining capital expenditure

>Transition driven by reductions innon-sustaining capex,

mainly UFB build & installations

▪dividend levels & surplus capital temporarily constrained by

credit rating thresholds

>Future surplus capital after dividend to be allocated based

on maximising shareholder value, and guided by:

▪debt levels consistent with existing credit rating, noting potential

re-gearing from any relaxation of rating thresholds

▪discretionary capex will only be pursued where:

•greater shareholder value is created compared to share buy

backs and/or additional dividends; and

•regulatory incentives are appropriate (e.g.regulatory WACC

vs Chorus WACC)

Discretionary

capex *

Additional

dividends

Share buy

backs

FY21 FULL YEAR RESULT

42

*Examples include fibre footprint expansion, greenfield connections & customer retention spend

Appendix B:

>$180m sustaining capex in FY21 vs FY20:$186m (see
table on right)

>chart (below) shows proposed regulated fibre capex for

RP1 (calendar years) as per our general definition of

sustaining vs non-sustaining:

▪see 17 December 2020 presentation slide 12 for more detail on

regulatory categories

▪is net of capital contributions, excludes FFLAS in LFC areas and

includes regulatory inflation

▪actual RP1 spend subject to regulatory outcomes

23 August 2021

Sustaining capex

Fibrecapex: sustainingFY21 $mFY20 $m

Layer 23131

Fibre products & systems1114

Other fibre1112

Fibre sustain118

Customer retention costs*117

Subtotal7572

Coppercapex: sustainingFY21 $mFY20 $m

Network sustain2931

Copperconnections11

Copper layer247

Customer retention costs*1115

Subtotal4554

Commoncapex: sustainingFY21 $mFY20 $m

Informationtechnology4643

Building& engineering services1417

Subtotal6060

FY21 FULL YEAR RESULT

43

*Relates to provisioning, systems and service desk costs

0

50

100

150

200

250

300

350

400

202220232024

Proposed regulatory fibre capex

SustainingNon-sustaining

$m

23 August 2021
Crown financing

FY21 FULL YEAR RESULT

44

▪CIP equity securities

•unique class of security with no right to vote at

shareholder meetings, but entitle the holder to a

right to repayment preference on liquidation

•an increasing portion of the securities will attract

dividend payments from 30 June 2025 onwards

•the dividend rate is based on 180 day NZ bank bill

rate, plus 6% p.a. margin

•may be redeemed at any time by cash payment of

total issue price or the issue of Chorus shares (at a

5% discount to the 20-day VWAP for Chorus

shares)

▪CIP debt securities

•unsecured, non-interest bearing and carry no voting

rights at shareholder meetings

•Chorus is required to redeem the securities in

tranches from 30 June 2025 to 2036 by repaying

the issue price to the holder

Debt

securities

maturity

profile

30 June

2025

30 June

2030

30 June

2033

30 June

2036TOTAL

UFB1 & 2$85.3m$104.7m$166.7m$210.2m$566.9m

Equity

securities

subject to

paying

dividends

(cumulative)

30 June

2025

30 June

2030

30 June

2033

30 June

2036TOTAL

UFB1 & 2$85.3m$197.1m$377.7m$766.4m$766.4m

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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