Sky Announces Full Year Results
Sky New Zealand
PO Box 9059
Newmarket
Auckland 1149
New Zealand
10 Panorama Road
Mt Wellington
Auckland 1060
New Zealand
T. +64 9 579 9999
sky.co.nz
25 August 2021
Sky delivers strong result for F21; firm focus on continued turnaround in FY22
Sky New Zealand has reported a strong result for the 2021 financial year, delivering
revenue of $711.2m, EBITDA of $186.4m and NPAT of $47.5m, including several one-offs.
Key points of today’s announcement:
-Significant customer base of 955,168 customers, with further stabilisation of valuable Sky Box
base and 57%
1
increase in streaming
-Strategically important rights wins in FY21
-Key role as ‘preferred content aggregator’ in New Zealand
-FY22 seen as an inflection point as Sky absorbs higher rights costs and further transforms the
operating model of the business
-Continued permanent reductions in operating costs in FY22 and beyond
-Guidance for FY22 includes revenue growth for the first time since 2016
Commenting on the results, Chair Philip Bowman noted: “The results for FY21 have exceeded the
Board’s earlier expectations and, as signalled at our recent Investor Day, also modestly outperformed
guidance, despite this being raised twice after the start of the fiscal year. Part of this outperformance
arose from underlying operating improvements, and part from one-off items. The delivery of these
results suggests that Sky’s transformation strategy is beginning to bear fruit, and it also reflects the
hard work of the Sky team.”
Chief Executive Sophie Moloney said: “I am grateful for the strong work of our team and the successes
secured, which include:
oSecuring more of the rights that mattermost to our customers: particularly NRL and NZ
Rugby League, Discovery, ViacomCBS, Foxtel and ESPN;
oSignificant progress towardsstabilising our valuable Sky Box customer base, with a
reduction of 3.8% YOY, compared to 5.4% in previous year;
oContinuedgrowth in our streaming services, with 57% increase in streaming customers
on a like-for-like basis, including 39% growth in Neon since the merger with Lightbox, and
134% in Sky Sport Now;
oA successfullaunch of Sky Broadband, partnering with Disney to give Sky Broadband
customers a value-adding 12 month Disney+ subscription;
oThe kick-starting of ournew Sky Box development and deploymentwith a target of mid
2022 for first installations in customers’ homes;
oSolid progress with cultural change and making Sky a place where every employee can be
themselves and is empowered to do their best work.
1
Excluding bundled Lightbox wholesale at FY20
Sophie Moloney said: “The financial result for the year is very positive, although I maintain my view
(as expressed at the Interim result) that while it’s good, we still need to do better.”
“As we look to FY22 and beyond, we are at an inflection point for Sky. We have a clear strategy and
we have secured more of the rights that matter to our customers. While acquisition of these rights
come at a significant cost, we see the current pricing in this rights cycle as the zenith across sport and
entertainment. Our focus is to make best use of those rights across all of our multiple platforms (Sky
Box, streaming and free-to-air), to engage current customers and attract new ones.”
In FY22 and beyond Sky will continue to sharpen its focus on managing operating costs and working
smarter to achieve sustained efficiency gains. Having achieved a net $15m of annualised savings in
the last two years, Sky aims progressively to achieve a minimum of $10m-$15m per annum of further
non-programming cost savings by FY24.
Sky has released guidance for FY22 as part of the Results presentation which demonstrates that Sky
will remain profitable and continue to generate positive free cashflow, whilst retaining a strong
balance sheet underpinned by a significant undrawn bank facility. Revenue guidance for FY22 of
$715m to $745m indicates that Sky expects to grow the top line for the first time since 2016 and
generate EBITDA of $115m to $130m and NPAT of $17.5m to $27.5m. When considering these core
metrics, it is important to look through the one-off costs and revenues of FY21, noting that they
include the sale of OSB assets and RugbyPass adjustments, and one-off content savings because of
COVID-19 cancellations and delays. FY22 also includes key content rights step-ups, including SANZAAR
and costs associated with the Tokyo Olympics (originally budgeted in FY21).
Sophie Moloney says: “Our FY22 guidance speaks to the stage we are at in Sky’s turnaround. While
we have made good progress, we are not yet at our destination, but we do have a clear game plan for
success.”
“Sky’s strategy plays to our strengths: we have a clear role as a preferred content aggregator in the
New Zealand market with a high ARPU customer base. Our ability to reach New Zealanders right
across the country, the reliability of our service, and our multi-platform approach across satellite,
streaming and free-to-air makes us a strong partner for global and local players.”
“Our new Sky Box will reinforce that preferred aggregator position even more, with a hybrid box that
offers our customers great functionality, a superb range of content across Sky channels, and access to
a range of apps and SVOD services – all conveniently in one place and, importantly, with one remote.”
“Growing revenue is an important part of the strategy, and our ambition is to achieve revenue growth
of $75m to $100m annually by 2024. That will be achieved across Sky Box and streaming, the ongoing
recovery of Sky Commercial and Sky Advertising towards pre-COVID levels, and new business revenues
(including Sky Broadband and RugbyPass).
“At the same time, we must make further permanent reductions to operating costs in a focused and
sustainable way. We need be able to move, more effortlessly and more effectively, to meet customer
demand.”
Sky is committed to recycling capital to reinvest in areas of the business that create the most value for
customers and shareholders. In line with this approach, Sky has successfully completed the sale of
OSB in FY21 and is currently marketing three properties at its Mt Wellington site.
In a separate announcement today, Sky has also announced details of a share consolidation to reduce
the number of shares on issue following recent issuance of new shares. Every 10 Sky shares held at
5pm (NZT) on 16 September 2021 will be consolidated into 1 share.
Ends
Authorised by James Bishop, Company Secretary
Sky will host a webcast briefing at 11:00am (NZT) to discuss the results. Details on how to participate
are available here:https://www.nzx.com/announcements/377337
Investor queries to:Media queries to:
James BishopChris Major
Company SecretaryDirector of External Affairs
+64 21 630 635+64 29 917 6127
james.bishop@sky.co.nzchris.major@sky.co.nz
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuerSky Network Television Limited
Reporting Period12 months to 30 June 2021
Previous Reporting Period12 months to 30 June 2020
CurrencyNZD
Amount (000s)Percentage change
Revenue from continuing
operations
$711,2344.7% decrease
Total Revenue$711,2344.7% decrease
Net profit/(loss) from
continuing operations
$47,228130.1% increase
Total net profit/(loss)$47,546130.3% increase
Final Dividend
Amount per Quoted Equity
Security
Nil final dividend
Imputed amount per Quoted
Equity Security
Not Applicable
Record DateNot Applicable
Dividend Payment DateNot Applicable
Current periodPrior comparable period
Net tangible assets per
Quoted Equity Security
$0.060$0.029
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For further explanation refer to the financial commentary and
audited financial statements attached.
Authority for this announcement
Name of personauthorised
to make this announcement
Andrew Hirst
Contact person for this
announcement
Andrew Hirst
Contact phone number
+64 21 621 114
Contact email addressAndrew.Hirst@sky.co.nz
Date of release through MAP25/08/2021
Audited financial statements accompany this announcement.
---
LIFE NEEDS MORE
2021 ANNUAL REPORT
A note on our wonderful talent: the people we're featuring
throughout this report are real life Kiwis and Sky customers.
This document is a celebration of everything 'Sky', and that
includes the fans whose enthusiasm motivates us to keep
delivering amazing content. Each of these real life fans is
passionate about different things, from cheering on the Blues
to keeping up with the Kardashians. Luckily, no matter what
they're into, Sky's got them covered. They're the ones that
keep us doing what we're doing, so let's celebrate them.
Life needs more fans.
LIFE
NEEDS
MORE
FANS
Chairman’s Letter 02
CEO Update 04
At a Glance 07
Our Strategy 09
Our Priorities 11
Our Customers 22
Our Content 25
Our Technology 30
Our Board of Directors 34
Financials 36
Other Information 101
Contents
LIFE
NEEDS
MORE
LAUGHS
Why did the chicken
cross the road? If anyone
knows the answer to
that age-old question,
it's Kevin. He's a big fan
of stand-up, especially
home-grown talent like
Rose Matafeo, but he's
also down to watch a
funny movie. If it's belly-
laughs you're after,
Kev's your guy!
Sky / 2021 Annual Report
1
Sky operates in a highly competitive and
rapidly evolving industry sector. In the
past year the pace of change has further
accelerated, with global consolidation of
major players and the introduction of more
direct-to-consumer services around the world.
Sky is closely focussed on the opportunities
and challenges that these changes present,
albeit from a New Zealand market perspective.
Sky is a trusted partner of key content owners
and distributes content reliably to viewers
from one end of the country to the other by
virtue of its unique position as a provider of
satellite, streaming and free-to-air services.
The results for FY21 have exceeded the
Board’s earlier expectations and as signalled
at our recent Investor Day also modestly
outperformed guidance despite this being
raised twice after the start of the fiscal year.
As highlighted in the financial statements,
part of this out-performance arose from
underlying operating improvements, and part
from one-off items. The delivery of these
results suggests that the transformation
strategy referenced in my letter a year ago
is beginning to bear fruit. It also reflects the
hard work of the strengthened Sky team.
Sky is an entertainment company, connecting
our customers with the great sport and
entertainment they love, through the
delivery mechanism that works for them.
Developing enhanced data analytics to
guide negotiation of key rights is a vital part
of our strategy. Using these insights Sky
continued to work with long-term content
partners to renegotiate ongoing content,
and insights also guided Sky not to renew
content that had historically been purchased.
Welcome to Sky’s Annual
Report for the 2021
financial year.
Chairman’s
Letter
2
The ongoing transformation of Sky has
included the appointment of Sophie Moloney
as Chief Executive in December 2020, and
a further recalibration of strategy as Sky
looks to transition to growth. The four pillars
of the strategy can be summarised as:
1. N urturing and growing Sky Box
and streaming customers
2. B eing the preferred partner
for key rightsholders, content
creators and distributors
3. G rowing existing and new revenue
streams, whilst reducing operating costs
4. Cr eating a culture and environment
where Sky crew are empowered
to deliver their best
Sophie and her team have a clear customer
focus with a major priority in Fiscal 2022
being the development and delivery of a
new Sky Box. This new interface, which
will combine the best of satellite and
streaming capabilities, will cement Sky’s
role as the preferred aggregator in the
New Zealand market. In parallel Sky plans
to release further enhancements to its
streaming services to support further
growth in subscriber numbers following
encouraging growth in Fiscal 2021.
The three-year targets we shared at the
June Investor Day provide an insight into the
financial profile of the path that management
is following to reshape the business, grow
revenues, and reduce the cost base, whilst
continuing to deliver positive free cash flow.
Sky is also committed to recycling capital
to reinvest in areas of the business that
create the most value for our customers
and shareholders. In line with this approach,
we successfully completed the sale of OSB
during Fiscal 2021 and are currently marketing
our three properties at Mt Wellington.
I noted at the Investor Day that Sky has
received unsolicited approaches around
potential transactions in the past year, all of
which were highly conditional and incomplete.
We also advised that Sky is open to reviewing
strategic investment partnerships that
will deliver sustained ongoing growth to
the company, which in turn will accelerate
the creation of shareholder values. Jarden
have been appointed as strategic advisors
and they continue to assess options.
In closing, I would like to extend my thanks
to Derek Handley who stood down from
the Sky Board during the year. Following his
resignation, an independent Board evaluation
was undertaken by Propero, and the process
of refreshing board membership will continue
in Fiscal 2022. The Board also recognises the
contribution of Martin Stewart who led the
initial phase of Sky’s transformation before
resigning as Chief Executive in December 2020.
The Board also wishes to thank Sophie Moloney
and her leadership team for their hard work
and commitment to Sky. We have a talented
and passionate management team who strive
every day to meet the needs of our customers,
partners, community and you, our investors.
We thank you for your support and investment
in Sky, and I look forward to addressing you
further at the AGM on 28th October.
Philip Bowman
Independent Chairman
Sky / 2021 Annual Report
3
CEO’s
Update
It is my pleasure
to provide you, our
investors, partners
and stakeholders,
with my first Annual
Report as CEO.
We have completed this Annual Report
at a time when fans across the country
have been enthralled by the Olympics in
Tokyo. The term ‘A Games like no other’
was regularly spoken of. With our
all-female presenting crew in Tokyo,
we brought those incredible moments –
whether a brilliant high or a devastating
low – to homes, workplaces and
hospitality outlets throughout
New Zealand and particularly poignantly
to the families and friends of those
competing: we connected kiwis to the
content that matters.
I draw on the phrase as we too report
on a year like no other. I’m proud of the
strong work of our team and a result
that delivers on our objectives for the
year while navigating the ongoing
impacts of COVID-19.
4
And what does ‘do better’ look like?
If I can liken our story to that of an athlete
returning to the Games for a victory after
prior disappointments, I see Sky’s current
trajectory in a similar vein, a year or two out
from the next big event or moment. We are
in a turnaround; at an inflection point in FY22
as we set the platform for a return to growth.
So ‘do better’ includes:
· Delivering brilliantly to our existing Sky Box
customers, so that we continue to stabilise
and grow our high-ARPU
1 base, and we
remain the trusted and preferred platform
for all their entertainment needs. The new
Sky Box is a key part of that strategy, with
the hybrid satellite and internet delivery
meaning that Sky customers can access
all of their favourite Sky content alongside
their favourite content Apps in one easily
searchable place on the Sky Box. The new
Sky Box is all about maintaining for some,
and recapturing for others, that choice
and ease for viewers across New Zealand.
· Enhancing our streaming services.
Neon continues to surprise and delight with
its kiwi-curated content offering and Sky
Sport Now had a record intake with the
‘all you can eat’ Olympics pass. You can
expect more innovation in the coming period.
· Making further permanent reductions to
our operating costs, in a future-focused way
and with ruthless prioritisation day-to-day
on what drives customer value and, in turn,
investor value. We are driving our business
to be smarter at what we do. Cloud-based
rather than physical infrastructure that talks
to a lighter capex model. Automation where
customers prefer it. Not owning properties
and assets where that is not needed.
Partnering where it makes sense. And
always, making it easier for our customers
and crew to do what they need to do.
· Innovating to engage the next generation
of sports fans, kicking off with the
proposed delivery of a new digital collectible
marketplace in collaboration with a number
of our sport partners.
I’m mindful that while the FY21 result is a
positive one, it included a number of one-off
costs and revenue that will not be repeated in
FY22 and beyond.
We have provided guidance today on FY22.
When considering these core metrics, it is
important to look through the one-off costs
and revenues of FY21 when assessing the
future financial position of the company.
Our financial result for the year is very positive, although I maintain
my view (as expressed at the Interim Result) that while it’s good,
we need to do better.
Our ‘gold medal’ moments included:
· Securing more of the rights that matter most to our customers:
including NRL and NZRL, Discovery, Foxtel, NBCUniversal,
ViacomCBS and ESPN
· Significant progress towards stabilising our valuable Sky Box
customer base
· Continuing to grow our streaming services
· Successfully launching Sky Broadband
· Kick-starting our new Sky Box deployment, which will be delivered
in our customers’ homes in mid 2022
1
Average Revenue Per User
Sky / 2021 Annual Report
5
Revenue guidance of $715m to $745m
indicates that we expect to grow the top line
for the first time in a number of years, which
will be achieved through a combination of
improvements in our core offerings, returning
towards pre-COVID-19 levels in Advertising
and Commercial, and new revenue streams.
EBITDA and NPAT guidance are $115m to
$130m and $17.5m to $27.5m respectively,
meaning that Sky remains profitable,
continues to generate free cashflows,
while also having a strong balance sheet,
maintaining an available bank facility of
$200m and a strong customer base.
A further note on our costs. Yes, they’re higher,
because we have successfully secured the
content that matters to our customers and
we see the current pricing in this rights cycle
as the zenith across sport and entertainment.
Our focus is on ensuring we make the most of
those special and valuable rights, across Sky
Box, streaming and free-to-access, engaging
our current customers and attracting new
ones. FY21 was about securing the key deals
that provide the runway that we need to reset
the way we operate our Sky Box business,
with a sharper focus on managing operating
costs while working smarter to achieve
sustained efficiency gains. We are firmly
focused on sustainable improvements, not
short-term slashing, noting that some gains
will take more time to come to fruition.
We couple this with our expectation of revenue
growth for the first time in several years,
and the way we are transitioning our
business for further growth.
In the following pages we set out our strategy
and priority areas. We report on progress in
FY21 and our expectations for the next 3 years.
Always, what matters most is our customers
(both current and future) and connecting
them with great sport and entertainment in
ways that work for them. I hope you notice the
lovely photos in our report, all of whom are our
wonderful customers – and are big fans of our
large variety of sport, entertainment, news
and kids’ content. I love seeing their passion!
Our emphasis on being a great partner is
also an important part of our strategy.
Our global partners recognise and value the
ease with which we provide access to high
ARPU customers right across the country.
And as we have demonstrated in recent
times, we are committed to partnering
with local parties where it makes sense
for our customers and our bottom line.
We also recognise the need to appeal to a
new customer set, and the valuable role of
Sky Originals in this context. This year we have
been in production on the second series of the
highly successful Polynesian comedy Sis,
a collaboration between ViacomCBS and Sky,
and production is nearly complete on Raised
By Refugees, a family comedy based on the
true story of comedian and Pakistani-Iranian
New Zealander, Pax Assadi.
Our focus on being a place where our crew
are empowered to do their best work and
to be themselves is very important to me.
Our business is evolving, and we will continue
to make changes and transform the way
we do things. That impacts on our people,
and it’s not always easy. I am fortunate to
work with talented and passionate people at
Sky, and I am grateful for their commitment
and hard work.
For some time we have demonstrated our
commitment to diversity principles, both
internally from a Sky crew perspective, and
through expanding and elevating our coverage
of women’s sports, and playing a meaningful
role in supporting the communities in which
we operate.
While we have not reported on our
environmental impact in recent years,
we have a firm commitment to delivering
our services in a sustainable way, and I have
established a team to lead our sustainability
journey, including the way we report our
progress in FY22 and beyond.
I’m hugely optimistic about the future for
Sky and remain deeply determined to deliver
for our customers, our partners, our crew
and, thereby, our investors. We are clear on
the game plan for success. We have had a
privileged place in the homes and lives of our
customers for over 30 years and played a key
role in New Zealand sport and creative sectors.
As we look to the next 30 years, our ambition
is not simply to retain that role but to enhance
it even further.
I close with a note of thanks for your support
as shareholders. Your team at Sky is passionate
about our business and our future success,
and we are relentlessly focused on delivering
on the priorities we set out in this Report.
Ngā mihi nui
Sophie
6
Financial
2021 at a glance
Customer
REVENUE $M
711.2
5%
TOTAL CUSTOMER
RELATIONSHIPS
955,168
SKY BOX
CUSTOMERS
554,690
EBITDA $M
186.4
14%
Adjusted1 3%
NPAT $M
47. 5
130%
Adjusted1 15%
OPERATING EXPENSES $M
Includes one offs
538.3
8%
Adjusted1 5%
GROWTH IN STREAMING
CUSTOMERS
2
57%
1
Refer Non-GAAP Financial Information in the Financial Overview on page 38. The % movement is calculated on FY20 and FY21
r eported and adjusted numbers.
2
On a like for like basis, excluding Lightbox wholesale at FY20.
Sky / 2021 Annual Report
7
As you read this report,
you'll find that the headings
we use correlate to the
'Our Strategy' page, so you
can see not only what we're
focusing on, but how we're
doing it.
We've summarised the
strategy so it fits on one
page, but we're going to
dive into the details too.
Getting
around
our Annual
Report
8
WHAT
DO WE
DO?
We connect New Zealanders with the sport
and entertainment they love, in ways that
work for them, right across the country
HOW
WE WILL
DELIVER
OUR
CUSTOMERS
Listening and
responding to
our customers to
meet their needs
OUR
CONTENT
Securing the rights
that matter, and
creating local
content that
resonates with
our customers
OUR
TECHNOLOGY
Evolving our Sky Box and
Streaming technology to
give customers the best
experience, and using
innovative technology
to attract new fans
THE ‘BEDROCK’
OF OUR
BUSINESS
Rapid and sustained
execution, and enabling
our people to succeed
Being an efficient,
adaptive, and
profitable business
WHAT
MATTERS
MOST?
Our Customers
WHAT
WE’RE
FOCUSING
ON
Nurturing
and growing
our Sky
Box and
Streaming
customers
1
Being the
preferred
partner for key
rightsholders,
content
creators and
distributors
2
Growing
revenues
and reducing
operating
costs
3
Being a
place where
our crew are
empowered
to do their
best work
4
Our Strategy
Sky / 2021 Annual Report
9
LIFE
NEEDS
MORE
SATURDAYS
Ah, Saturday mornings.
For parents, no school
means early-rising kids
need something to do,
and what better than
putting them in front of
TV? Extra sleep-in, and
the kids certainly won’t
disagree. Thanks to this
genius parenting technique,
Beau has gained a passion
for Paw Patrol. He’s right
at home in Adventure Bay,
and loves watching Ryder,
Chase, and the gang save
the day. No job is too big,
no pup is too small!
10
Our goal is to nurture and grow our customer base, across Sky Box and our streaming
services, and we’re constantly looking for ways to ensure our customers have the best
experience possible. We’re proud of what our teams have delivered in FY21 and we’re
excited for what’s to come.
Sky Nation1 feedback tells us
we have a strong base of loyal
customers who value the reliable
performance of their Sky Box
and the convenience of the
complimentary Sky Go streaming
app. We’re putting in the work to
stabilise and then grow the base,
with initiatives in FY21 including
the successful migration of 34,000
Vodafone Reseller customers to
a direct relationship with Sky, the
upgrade of Sky Go to significantly
enhance the user experience, and
the launch of Sky Broadband to add
extra value for Sky Box customers.
In the past financial year we’ve
been working hard to retain and
win back customers with our
acquisition efforts.
Some of the ways we’ve been
improving in this area include:
• Using customer insights to inform
our acquisition campaigns and
continually refining the process to
track campaign effectiveness;
• Targeting previous customers,
resulting in over 29% of
acquisitions coming from
returning friends of Sky;
Sky Box
• Testing the application of
tailored deals for our inbound call
centre with really good results;
• D oubling our digital sales channel
contribution following our website
relaunch in October last year;
• Using improved outbound
telemarketing, so that we are
now holding an attachment
of two or more premiums
(customers taking an additional
service such as Movies or Sport)
for every new sale. This has
increased the monthly ARPU
(Average Revenue Per User)
at acquisition by 12.4%.
Our Sky Go companion app is a
value-add service that allows Sky
Box customers to access Sky’s
great content when they’re away
from the home. Our investment in
this enhanced app was released
in March and already, 249k of our
customers have used the new app.
We know customers that engage
with Sky Go are less likely to leave
Sky during the first 12 months,
and expect the enhanced service
to further contribute to customer
satisfaction.
Looking forward, we plan to
maintain our strong core of loyal
Sky Box customers who have been
with Sky for more than five years
and, as a whole, deliver stronger
retention as we target annualised
churn at a range less than 10%.
1
Sky panel with over 26,000 members, all Sky customers, who give feedback and direction on business critical projects
We’re also extremely
excited to be developing
the new Sky Box experience
which we expect to have
in customers’ homes next
winter. The new Sky Box
will be both satellite and
internet enabled, and
will create a customised
experience to suit our
customers’ future viewing
needs. We have more to
say on page 30.
WHAT WE’RE
FOCUSING ON
Nurturing and Growing
our Sky Box and Streaming
customers
What matters most? Our customers, and connecting
them with the sport and entertainment they love,
in ways that work for them.
1
Sky / 2021 Annual Report
11
While we value our strong base
of loyal customers who love the
Sky Box satellite service, we are
also firmly focused on the growing
group of ‘Native Streamers’ who
prefer our streaming products.
We have grown our streaming
base consistently, trebling the
number of subscribers with double
the revenue of two years ago.
We’ve significantly improved the
way we use customer insights to
increase customer engagement
which is key to retaining streaming
customers. This is already working
well with our Neon entertainment
streaming product where we’ve
introduced an automated three-
step process.
Neon – for Entertainment
In July 2020, we successfully
merged Neon and Lightbox with
increased functionality.
• N eon’s paid subscriber base has
increased by 39% since the merge
• N eon successfully implemented
a 14% price rise in May with
subscriber numbers continuing
to increase each week to the
end of FY21
• We won campaign of the year in
oOh!media's Innovation Awards
and Neon is a finalist in two
categories for the NZ Marketing
Awards (to be held in September).
Launching Sky Broadband in
March was a major milestone,
as we continue to implement
initiatives to retain and grow
our Sky Box customer base.
The appeal is quality broadband
‘made for entertainment’ with
unlimited lightning fast fibre that
enables customers to stream all
the on-demand entertainment and
sport they want, plus online gaming,
music, video calls and more.
Sky Box customers can sign up
to our super fast 900/400
2
Sky
Broadband package for just $79
a month, including GST, widely
acknowledged as a competitive
price for fibre broadband in the
New Zealand market.
Adding to the superior fibre
experience, Sky Broadband features
the latest WiFi6 routers to extend
the high speed performance
throughout the home.
We were delighted to announce
our partnership with Disney+
giving Sky Broadband customers
a 12-month Disney+ subscription.
This deal reinforced what Sky
Broadband is all about - broadband
made for entertainment. Customers
can experience unlimited lightning
fast Sky Broadband and enjoy some
of the greatest stories and exclusive
originals from Disney+ on us for
12 months, alongside all of the great
Sky content they already enjoy.
Our Streaming Services
Sky Broadband
2
Download speeds above 900Mbps and upload speeds above 400Mbps
Sky Sport Now
FY21 was an extraordinary
year for Sky Sport Now as the
sports world bounced back from
COVID-19 restrictions and Kiwis
reaffirmed their love for live sport.
The ‘90 day active subscriber’
base grew 134% during the year.
The Sky Sport Now team have
worked tirelessly on content
experience with a focus on
connecting fans with the sport
content that matters – and the
team has maintained an 75.2%
monthly engagement rate with
content.
12
LIFE
NEEDS
MORE
DRAMA
Blessed be the fruit.
Leah's no stranger to
a good binge-watch.
She's the kind of person
that you can rely on
to get your reference
to The Undoing or
Yellowstone because
if it's drama, she's
watched it. And, she
probably did it before it
was cool.
Sky / 2021 Annual Report
13
WHAT WE’RE
FOCUSING ON
Being the preferred partner
for key rights holders, content
creators and distributors
With over 530 content provider relationships
across Sport and Entertainment, Sky is the largest
aggregator of content in the New Zealand market.
2
Through our partnerships with leading studios and sports rights holders, alongside
expert curation and award-winning content production, we provide New Zealanders
with an unparalleled range of acquired and created content.
The content landscape is an ever-
changing space with a wide range
of different providers. We know
with all the choice out there it can
be hard for consumers to navigate
through the various options to find
the content and experience they’re
looking for.
Sky plays a valued role as an
aggregator for our customers,
offering a broad range of high
quality content from different
media players through our range of
content deals. Our objective is to
ensure our customers can access
great content in ways that work
for them, and we believe for some
content co-exclusive rights are a
way to retain customer value whilst
also addressing commercial value.
In the past year we’ve signed more
co-exclusive deals than ever with
some of the biggest entertainment
providers on the planet.
We deeply value our relationships
with our sport partners, and we
work together to deliver great
sport to our customers as well as
to nurture and grow their sports.
That includes innovating to attract
the next generation of sports fans,
enhancing our sport production
and fan experiences, and providing
funding that makes Sky one of the
cornerstones of the New Zealand
sports landscape.
Key Partnerships and renewals in FY21
NRL & NZRL
A long-term partnership through to 2027, founded on mutual objectives to
attract and develop the next generation of fans and players. We will work
together on roadshows around the country with the Vodafone Warriors
and New Zealand Rugby League, partnering on NRL.com, supporting
the strengthening of the women’s game and helping develop the next
generation of League players throughout New Zealand.
Discovery
Our deal with Discovery saw us deepen our relationship by broadening
our rights and opportunities. As well as securing some of Sky’s best loved
channels such as Discovery Channel, Animal Planet, TLC, Discovery Turbo,
and Living, and most popular premium factual content - Aussie Gold
Hunters, Gold Rush, Deadliest Catch, and annual event Shark Week -
and the new arrangement included the launch of new channel
Investigation Discovery.
14
NBCUniversal
An expanded multi-year deal encompassing feature films, drama, comedy,
entertainment, reality and news across broadcast channels, on demand
and streaming. This agreement includes series produced by Sky Studios
and the Universal Studio Group, which is comprised of Universal Television,
UCP, NBCUniversal International Studios and Universal Television
Alternative Studios. Movies from NBCUniversal’s vast film portfolio are
also part of the deal, as well as linear channel brands E! and CNBC.
Foxtel
Crime + Investigation and HISTORY’s shows are loved by our customers,
so our multi-year carriage deal with Foxtel ticked the boxes by locking
in the content that matters. This content is available on our Sky Box
Entertainment package as well as through Sky Go and Sky On Demand.
Disney+ (Sky Broadband)
The partnership with Disney+ provides Sky Broadband customers with
a 12-month subscription to global Disney+ streaming platform, where
they can explore the greatest stories from Disney, Pixar, Marvel, Star
Wars™, National Geographic and Star, as well as exclusive Originals,
complementing the great range of sport and entertainment Sky
Broadband customers can access on their Sky Box.
ESPN
Our multi-year deal connects Sky Box Sports package customers and
Sky Sport Now customers to the best in international live sport and
world-class sports programming from ESPN including NFL, NBA, NHL,
MLB, UFC, NCAA basketball, NCAA football, and the US Open. 30 for
30 films are included on ESPN 1 and 2, Sky Sport Now, and selected titles
available on Neon. Sky customers can also use their Sky log-in to gain free
access to a superb range of VOD content on the ESPN app. We’re pleased
to have secured this important content which has broad appeal
as well as resonating with a younger audience.
ViacomCBS
A multi-year deal where Sky and Neon customers will continue to enjoy
great content from CBS, The CW and SHOWTIME plus Paramount
Television programming. The agreement includes exclusivity for
SHOWTIME content and varied rights for Sky channels and platforms,
including Neon, Sky Go, Sky On Demand and free-to-air channel Prime.
SHOWTIME is home to acclaimed series like Billions, Your Honor, The Affair
and The Good Lord Bird, as well as highly anticipated upcoming limited
series, Dexter: New Blood. This follows a long-term deal Sky has in place
with ViacomCBS for hit channels and mega brands MTV, Comedy Central,
Nickelodeon, Nick Jr, Nick Music and MTV Music channels.
© 2021 CBS Studios Inc.
All Rights Reserved
Sony
A major studio renewal that grants Sky and Neon customers exclusive
access to Sony feature films for years to come with a slate that caters
for all types of movie lovers. This extended agreement will see customers
enjoying titles like Greta Gerwig’s new interpretation of a literary classic
known as Little Women to blockbuster hits such as Jumanji: Next Level
and Bad Boys For Life.
© 2019 Columbia Pictures Industries, Inc., Monarchy Enterprises
S.a r.l. and Regency Entertainment (USA), Inc. All Rights Reserved.
Sky / 2021 Annual Report
15
LIFE
NEEDS
MORE
SPORT
You’re seeing Eileen fresh
from the golf course,
because that’s how much
she digs her sports.
No surprise then that
she’s a big fan of Lydia Ko.
We reckon her support for
our Kiwi athletes deserves
its own gold medal!
16
WHAT WE’RE
FOCUSING ON
Growing revenues and
reducing operating costs
Being an efficient, adaptive and profitable
business is one of the cornerstones of our strategy.
3
Growing revenues
Our ambition is to achieve revenue growth of
$75m - $100m per annum by 2024.
Sky Box
Our Sky Box customers are our most valuable relationships, with the
‘power of the bundle’ achieving strong ARPU and customer retention.
Our focus in the short term is to continue to stabilise the Sky Box customer
base, transitioning the revenue trajectory from the slow, steady decline of
recent years into being stabilised in the next two to three years. We saw
positive signs in FY21 with the rate of decline of Sky Box customers slowing,
and customer satisfaction rates increasing in the last quarter in particular.
The new Sky Box in 2022 is an important initiative to support further
stabilisation in the coming period.
Streaming
Building on the success of FY21, where streaming revenue grew by 24%,
we are focused on continuing this success, with a target of 15% - 25%
annual growth in streaming revenue over the next three years. Our
ambition is for Neon to remain the preferred local SVOD service, and for
the impressive growth in Sky Sport Now to continue. We are continually
researching with our customers, non-customers and overseas to make sure
the product and content offering suits their needs, and our digital platform
allows us to change at speed.
Sky Commercial and Sky Advertising
We expect revenue to continue to recover towards pre-COVID-19 levels in
the short term, with the opportunity for growth in the commercial space
with our new tiered pricing model, and broadening out the customer base
across all sectors.
New business revenues
Our ambition is to grow new business revenues, including Sky Broadband
and RugbyPass, to 10% - 15% of total revenue in the next three years.
To achieve this on Sky Broadband we are targeting an 8% - 13% attachment
rate on Sky Box customers, which will also have a positive impact on overall
ARPU and customer retention.
Reducing
operating costs
Sky has been on a journey to
transform the business over the last
two years, with the goal of building a
fitter, faster and flatter organisation
that is utterly customer-focused
and highly efficient. Whilst the
changes are not only about achieving
permanent cost savings, that is an
important and ongoing outcome.
In the last two years Sky has achieved
a net $15m of annualised savings.
We aim to achieve a minimum
of $10m - $15m per annum of
non-programming operating cost
savings by FY24. The significant
transformation of Sky’s technology
infrastructure from on-premise,
physical hardware to the Cloud, the
streamlining of operations, the role
automation can play in a number
of areas (including customer care
where that suits customer needs),
and changes to ways of working and
organisational structure, are all part
of the equation to permanently reduce
operating costs.
Sky is also undertaking a process
of ruthless prioritisation to ensure
the business is focused on the most
important work that will drive
customer value, and in turn will drive
investor value.
The superb sport and entertainment content that we secure and
produce is valued by our customers and drives revenue for our
business, although it comes at a significant cost.
We know what is important to our customers and we will continue to draw on our
extensive customer insights to ensure that every programming dollar we spend is used
effectively to secure and deliver the content that really matters.
Acknowledging those costs, our focus is firmly on reducing our broader operating cost
base and on growing revenues.
Sky / 2021 Annual Report
17
LIFE
NEEDS
MORE
NEWS
Want to know what’s going
on? Ask Judith. Trust us,
she’s on it. As a teacher
she likes to stay informed.
Different channels give
her different perspectives
on current events, but for
Judith it was CNN that
was on 24/7 over the
summer. We reckon she’s
definitely keeping up with
the kids at school!
18
WHAT WE’RE
FOCUSING ON
Being a place where our
crew are empowered to
do their best work
Sky’s people are a vital part of our success.
Our diverse and talented workforce strive every
day to meet the needs of our customers and
connect them with great sport and entertainment.
4
We’ve been focused on our culture at Sky and making sure our people
can be their authentic selves. We’ve implemented a range of initiatives
in the past financial year to work towards this.
We have also reflected on our 30 years of service to our customers, investors, our community
and partners, and what we need to do to succeed for the next 30 years. The transformation
of our business – including driving a flatter, fitter, faster organisation, and empowering and
enabling teams to deliver brilliantly on customer priorities and value – is a key focus area.
Our refreshed People
Strategy was launched
in December 2020 and
sets out our key priorities,
with each area of focus
representing a critical
component of the
foundations we’re building
to secure our future.
People Strategy
• New Operating Model - Bringing
to life the operating model,
structure and ways of working
that make Sky nimble, fast and
customer-obsessed
• Work Environment - Improving and
modernising the environments in
which our people work
• Culture - Defining and living
our values and building an
organisation that reflects the
customers and communities we
want to serve
• Tools for Productivity - Delivering
the tools, technology and
connectivity for people to do their
best and most productive work
• Leadership and Capability
- Identifying capability gaps
and implementing targeted
development and recruitment
strategies.
Sky / 2021 Annual Report
19
Sky Values
The process to articulate and
agree Sky’s values began with
40 of our ‘Sky Culture Champions’
who collaborated in a series
of workshops, followed by
engagement across the business.
Our values speak to who we are,
and who we aspire to be, and the
behaviours that we expect in our
workplace. They represent our
relentless focus on our customers
and they keep us accountable
when it comes to collaboration,
diversity, the courage to fail and
learn, and a growth mindset that
we can all cultivate.
Our values have created a
common understanding to influence
everything from our ways of
working and our interactions to our
goals and outcomes - and ultimately
to creating a place to do our life's
best work together.
The team at Sky have three core values that bring to
life who we are and what is important to us:
In October 2020 we introduced
quarterly "Life at Sky" surveys
to better understand employee
sentiment and engagement,
target our culture and capability
investments, and track progress
and performance. Participation
has been pleasingly high,
with more than 80% of our
people contributing their views
and experiences in the two
subsequent surveys.
Life at Sky survey
At Sky, we value diversity of gender, age, ethnic and cultural background,
sexuality, experience and beliefs. We believe that an organisation that
reflects the diversity of our current and future customers will be better able
to deliver personalised customer experiences that drive value, and will be key
for enabling us to attract and retain the best talent.
In FY21:
• Of our 900 crew, 43.6% are women, 55.7% are men and 0.75% gender diverse
• 66% of our crew are under the age of 45
• 7.3% of our crew are part of the Rainbow community (LGBTTQ+)
• 7.9% of our crew identify as having a disability or long term health condition
• We have a strong representation from a wide range of ethnicities.
They include New Zealand European (45%), Indian (15%), Samoan (8%),
Chinese (4%), Māori (4%), Tongan (2%), Niuean (1%), Cook Island Māori
(1%), and 18% of crew from other wide ranging ethnic backgrounds.
And in the last year:
• The number of Sky crew who rated “I feel I belong at Sky” favourably
improved by 10% (from 62% to 68%)
• The number of Sky crew who rated “Sky values diversity” favourably
improved by 20% (from 64% to 77%)
Our Crew – who we are
20
LIFE
NEEDS
MORE
SUSPENSE
Don’t worry, Sarah’s
on the case! Seriously,
she’s seen a lot of true
crime, so we’d definitely
trust her to figure out a
whodunnit. She’s into all
those gripping dramas
where the suspense is,
well, killer. You’ll find her
over on Soho, or following
true crime on CI.
21
Sky / 2021 Annual Report
Sky Nation
Our Sky Nation panel was created in April 2020 as a genuine way to get
feedback from our customers. This is a space where we can co-create
the future Sky with our customers, tapping into their views for testing
ideas and concepts, big and small.
The panel has over 26,000 members, our customers, from all over
New Zealand, who have given us direction and feedback on more than
15 business critical projects. We’ve received over 65,000 surveys and also
conducted regular one to one interviews and prototype testing both at
Sky and in customers’ homes.
Successes
Our customers have provided a range of feedback for various initiatives
over the last year. 800 Sky Nation trialists were the first to try the new
Sky Go experience in January and provide feedback. An additional 5,000
customers gave their opinion on Sky Go to inform our upcoming marketing
approach. Results of the upgraded Sky Go product led to a satisfaction
lift of more than 10% from November 2020 to June 2021.
Sky Nation has also provided clear direction on what customers would
like to see from the new Sky Box and where they would like us to focus.
More than 6,000 customers have provided feedback, including in-depth
interviews.
Feedback on our content line-up has also played a big part in changes
we’ve made. This includes the recent changes to our movie channels with
the introduction of Sky Movies Collection & Sky Movies Comedy channels
and merger of Vintage and Classics.
This year we’ve implemented a number of key data
& insights tools, helping us to better understand
and serve our existing customers and to unlock
opportunities for growth.
HOW WE
WILL DELIVER
OUR CUSTOMERS
Listening and responding
to our customers to meet
their needs
Listening and delivering for our customers
is at the heart of what we do.
65,000
Surveys received
10+NPS
Score increase
15+
Business projects
26,000
Sky Customers
From Cape Reinga to Bluff
22
1
LEK Market sizing study n=2000 Feb 2020.
Our life stage segmentation model
(developed from the L.E.K NZ Market
sizing study
1
) helps us understand where
we are today and where the spaces are
for growth. Each segment has unique
needs, behaviours and opportunities and
the framework is an awesome tool that
helps us to create winning strategies and
ensure we execute with excellence, meeting
if not exceeding the expectations of these
consumer groups. We use this framework
to guide all customer-facing initiatives in
designing new products, personalising our
customer experiences, through to creating
content optimisation strategies and
targeted marketing.
Life stage
segmentation model
Sky / 2021 Annual Report
23
LIFE
NEEDS
MORE
REALITY
Reality TV? That's Tammy's
type on paper. Whether
she's keeping up with the
Kardashians' final season,
or watching Live from the
Red Carpet, she's always up
on the latest celebrity news.
When you've watched so
much Love Island that your
dreams start to take on
an Essex accent, you know
you're living your best life.
Crack on, Tammy.
24
Premium drama
Sky and Neon are known to have the most buzzworthy shows and
customers were spoilt for choice again this year. Our premium drama
fans were introduced to some of the most talked about new series such
as HBO's Mare of Easttown, The Undoing, Your Honor, and Gangs of
London. We also saw the return of fan favourites - His Dark Materials
and A Discovery of Witches. And the highly anticipated return of the
fourth season of The Handmaid's Tale was available to our Neon
customers which was the service’s most watched series of the year.
Entertainment Content
HOW WE
WILL DELIVER
OUR CONTENT
Securing the rights that matter,
and creating local content that
resonates with our customers
Life needs more entertainment
Sky is a content business. We have strong relationships with the biggest and most renowned
studios in the world right through to the local creators in Aotearoa New Zealand, and we are
the largest aggregator of content in the New Zealand market. Through these partnerships
with leading studios and sports rights holders, expert curation and award-winning production,
we provide New Zealanders with the best range of acquired and created content.
Real life entertainment
We have a range of real life entertainment content with unmissable
reality on E!, Living, TLC, MTV and Neon. In this past year we farewelled
reality royalty with the final season of fan favourite, Keeping Up with the
Kardashians, on E!. Love Island fans were ecstatic to see the return of the
hit British series, with the 7th season premiering on Neon and Sky Go.
Hollywood blockbusters
Sky Movies Premiere showcased the biggest Hollywood hits with action
films Bad Boys for Life and Zack Synder’s Justice League, to drama like
Little Women and The King of Staten Island. We were also excited to
bring the changes to our movie tier in August 2021 with the introduction
of two new channels – Sky Movies Comedy and Sky Movies Collection.
We introduced customers to the exciting world of premium VOD, giving our
Movie lovers access to blockbuster movies at the same time as theatres.
© 2020 Columbia Pictures Industries, Inc. and 2.0
Entertainment Borrower, LLC. All Rights Reserved
Sky / 2021 Annual Report
25
Tamariki Time – for the kids
There’s something for everyone
on our platforms and we want
to make sure our littlest fans are
always entertained as well. Sky
Movies Family is the place to go
for movies kids love, such as Trolls
World Tour and The Secret Garden.
We also have a range great kids’
content across Nickelodeon, Nick Jr,
Cartoon Network and CBeebies.
Connect with the world
The past year has shown how
important our news channels
are in our customers’ lives.
From a global pandemic to the
US elections, it was a big year
in the news space and our eight
international news channels
provided a range of views on
current affairs happening
around the world.
Crime
We know how much our customers
love crime content and with the
launch of Investigation Discovery
in March and Universal TV in April,
Sky now has more crime content
than ever before. Some highlights
from the past year include Chicago
P.D, JonBenet Ramsey: What Really
Happened?, and FBI: Most Wanted
Season 2.
Local Content
Sky celebrates local and we
are committed to supporting
New Zealand creative industries
and talent. Sky’s original
entertainment content strategy
is to commission quality content
that reflects the diversity of
New Zealand. Sky NZ Originals is
evolving to commissioning fewer,
bigger and better projects with a
focus on lifting the ambition and
scale of local content to create
stories that resonate locally and
travel globally.
Original content partnerships with
affiliate channels have enabled
Sky to amplify key content such as
the upcoming preschool animated
series Moe and Friends on
Prime Kids and CBeebies ANZ,
and Bouncers from emerging
comedian Joe Daymond, which
will premiere on Comedy Central’s
global web channel. Hit Polynesian
comedy Sis caught the eye of
comedy legends in the USA, with
the series currently in production
now and eagerly anticipated
both locally and internationally.
All of these projects have been
supported by NZ On Air, and we
are grateful for the partnership.
Teine Sā - The Ancient Ones
26
LIFE
NEEDS
MORE
MOVIES
This is Ofa’s face when
she’s watching Outback.
Talk about tension! Armed
with a blanket, popcorn,
and her Sky remote (of
course), Ofa might look
worried, but that’s all
part of the fun. Any time
she can settle in with the
family for a cosy evening
with a great movie is a
win, she reckons.
27
Sky / 2021 Annual Report
Sport is in our DNA and we continue to be considered among the best
sport production teams in the world. We created over 925 hours of
original sports content in the past financial year, covering a breadth
of sport unrivalled in Aotearoa New Zealand.
The Home of Sport
Unmissable Sporting moments –
Life needs more sport
While every sports broadcaster around
the world has faced issues with COVID-19-
related disruption, Sky Sport has continued
to produce and deliver a world class line up
of live sport here in New Zealand, as well
as sourcing the best events from around
the world.
In total, the Sky Sport production crew
produced and delivered 925 hours of
live sport in New Zealand, including
All Blacks test rugby, Sky Super Rugby,
NPC, Farah Palmer Cup, First XV and
under 21s through to International Netball,
the ANZ Premiership, Sal’s NBL, the
NBL (featuring the Sky Sport Breakers),
Football, the National Premiership Rugby
League (men’s and women’s), motorsport
and so much more.
Sky Sport crew introduced new production
innovations such as the new Megalodon
camera. This technology captures the
magic moments of a game by way of
high resolution, shallow depth of field
cinematic shots. We were thrilled to
launch the new technology at the first
ever Super Rugby Women’s match in May.
Along with Sky’s 12 channels of superb
sport content, we offer selected sport
events free-to-air on Prime or through
targeted partnerships with free-to-air
channels. We partnered with Discovery
to offer the opening match of the
State of Origin and Wimbledon free to
New Zealanders, and with TVNZ for the
Tokyo 2020 Olympics.
Sky also delivered 1,888 hours free to
access on Sky Sport Next; our grassroots
initiative to support emerging sports such
as canoe slalom, swimming, badminton,
basketball, diving, volleyball, orienteering,
bowls and water polo. Many of these
events feature at the Olympic Games
and Commonwealth Games.
In addition, Sky Sport has created over
150 hours of studio based and documentary
content including the widely acclaimed
All Access series, the Breakdown (Aotearoa’s
essential rugby show), Sky Rugby Club, the
Road to Tokyo, League Insider, Warriors TV,
Netball Zone, Aotearoa Rugby Pod, Rugby
Nation, cricket show Smith & Hesson,
The Verdict and the Playmakers series
which delves into the insights and lives of
New Zealand’s sport leaders. Many of these
shows are available free to access on podcast
platforms enabling more Kiwis to understand
what makes their sporting heroes tick.
Sky has a strong commitment to
profiling and supporting women’s sport.
That includes the decision to increase our
coverage of the Farah Palmer Cup from
39 matches in 2020 to 100% of matches
2021. Netball, football, basketball,
rugby league and a host of gender
equitable sports through Sky Sport
Next continue to deliver improved profiles
of women in sport, and Sky is committed
to doing more in the coming years.
We are thrilled to be the home of the
IWC Women’s World Cup in 2021 and
the FIFA Women’s World Cup in 2023.
Sky’s sponsorship continues to generate
positive feedback and opportunities for
engagement. From Sky Stadium and the
Sky Sport Rooftop Tour at Eden Park
through to sponsorship of Super Rugby,
the Sky Sport Breakers, the Sky Rugby
League Premiership for women, the ANZ
Premiership and Silver Ferns, the Kiwi
Ferns, Kiwis and Junior Kiwis, the Tall Ferns,
the Wellington Phoenix and the Warriors
Men and Women. Sky supports sport at
every level – from grassroots through to
premier level.
28
LIFE
NEEDS
MORE
WINS
The years since 2003 have
been long for Auckland's
die-hard Blues Fans.
Just ask Mark, a longtime
supporter whose passion
has finally paid off in
2021. Of course, there's
room for more than rugby
in Mark's life. He's always
got Sky Sport on, so he's
watched all sorts. Now
that's a guy we'd like on
our pub quiz team!
Sky / 2021 Annual Report
29
HOW WE
WILL DELIVER
OUR TECHNOLOGY
We’re evolving our Sky Box and
Streaming technology to give
customers the best viewing
experience and using innovative
tech to attract new fans
Technology transformation and additional capability
is delivering a more nimble Sky.
Sky is continuing to build on the investments we have made
over the past 2 years on our new digital platform and cloud
technology. We’re excited to be bringing another great
product to market in 2022 that will join our current offering
to shape Sky’s digital future.
At the beginning of 2020 over 90%
of our technology infrastructure
was on-premise, physical hardware.
Fast-forward to today and over 80%
of systems have moved to the Cloud,
with more in transition. As a result,
we have enhanced our ability to keep
pace with customer expectations
by leveraging the innovation and
investment of our Cloud partners
without having to plan for and deliver
traditional upgrades to our technology.
By simplifying and streamlining
operations we are lowering operating
costs, reducing risk and enabling
a more agile Sky. One example of
this is the implementation of a
single data lake enabling greater
insight into customer experience,
behaviours and preferences. This is
providing Sky with a ‘single source of
truth’ around which we can plan the
future delivery for our customers.
This technology transformation is
enabling increased momentum in our
delivery to customers which we’ve
demonstrated through the launch of
the merged Neon platform, enhanced
Sky Go, and launch of Sky Broadband.
30
The development of our new
Sky Box started with customers.
Working closely with our Sky Nation
panel we identified what mattered
most to our customers for the new
box. Our goal is to be the primary
entertainment provider in the
homes of New Zealanders, and our
Sky Nation panel told us clearly
what we would need to deliver to
achieve this goal.
We announced at Investor Day in
June that we will launch a hybrid
box that offers the reliability of
satellite TV and the flexibility of
internet-delivered on-demand
content and streaming apps.
Our proof point for the new box
is Sky Go where we have already
developed much of the required
user experience for the new Sky Box
as reusable digital components.
New hybrid Sky Box
We’ve selected Android TV
Operator Tier for the box
and its features include:
· A unified experience across
the Sky Box and Sky Go,
with instant on-demand
‘pause and play’ between
Box and personal devices
· More recording capability than
ever before as we know our
customers love to store and
manage a collection of their
favourite content
· An experience that is more
personalised, with multiple
profiles and recommendations
based on what you’ve watched
and enjoyed
· 4K-HDR ready
· Google Play Store built in to
enable the Sky Box to be the
true hub of our customers’
in-home experience
· A voice-enabled remote which
includes Google Assistant to
easily allow content discovery
across Sky and partner content
The new Sky Box is essentially these
digital components packaged
in a new device, designed and
curated for the big screen and
a remote control.
When we showed the concepts
for the new Sky Box experience,
and tested it further with
New Zealanders, we had a positive
response. We saw wide appeal
across four segments of our Sky
base, from Native Streamers
through to Connected Nesters.
85% of existing customers loved
the new capabilities and features
the Sky Box will bring, particularly
with the increased recording space
and the step change in discovering
Sky’s content. Significantly, 77%
of non-customers who have been
identified as ‘open to subscribing to
Sky’ found the concept appealing.
Sky / 2021 Annual Report
31
Neon
Since merging Lightbox and Neon in
July 2020, we’ve implemented a range
of improvements to the SVOD service
making it easier for subscribers to find
the content they want to watch. Some
of these changes include a new sign-
up journey, download improvements,
mobile player improvements including
fast forward/rewind/10 seconds and
new navigation to make the overall
experience easier for customers.
We know that some of our customers
value having closed captions, and we’re
making solid improvements to meet their
needs. In the last six months the Neon
team has prioritised the inclusion of
captions on over a thousand hours of key
content. As the availability of captions
increases across the catalogue, positive
feedback has confirmed we’re on the
right track, reducing churn and increasing
positive sentiment. The Neon site now
has captioned rails and categories to
increase discoverability, and further
search enhancements are on the way.
The Sky Go app is free for Sky customers
with a Sky Box in their home and lets
them watch on their personal devices,
anywhere in New Zealand so they can take
Sky with them. Towards the end of FY21
we launched the updated version of our
Sky Go app built on our new digital platform,
with a range of significant improvements
and the volume of monthly unique users
increasing significantly since relaunch.
Listening to our loyal customer base
identified a long list of enhancements
which we have delivered into the Sky
Go experience. These include:
• A round 13,000 hours of VOD content
• An increase of both video on demand
content and linear channels
• M ore HD content
• Collection pages that allow customers
to browse through Sky’s impressive
content library by associated channel,
content category (Movies, Kids, TV),
sport category, genre, and by hand-picked
theme and mood curated selections
• A bility to filter programmes based
on what’s downloadable, customer
subscriptions, and recently added
• Chromecast or airplay to your
big screen.
Sky Go
32
LIFE
NEEDS
MORE
ADVENTURE
Matt’s not sure he’d ever
want to join Bear Grylls
on one of his epic Amazon
journeys, but he does know
he loves to watch it. From
Outback Opal Hunters, to
Naked and Afraid, if it’s got
adventure in it, Matt’s there.
Seriously, you should see him
during Shark Week.
33
Sky / 2021 Annual Report
Philip Bowman
INDEPENDENT CHAIRMAN
Philip was appointed Chair of
Sky in September 2019. Philip is a
distinguished businessman who has
led several major global companies
and served on the board of a
significant number of public and
private companies. Philip brings
knowledge of the media sector,
including having served on the board
of Sky UK for ten years. Other roles
include Group Finance Director of
Bass, CEO of Bass Retail, CEO of
Allied Domecq, CEO of Scottish
Power, CEO of Smiths Group, senior
non-executive director of Burberry,
Chairman of Liberty, Chairman of
Coral Eurobet, Chairman of Miller
Group, and non-executive director of
Scottish & Newcastle. He currently
sits on the boards of two other listed
companies, Kathmandu and Ferrovial
SA. Philip has a degree with honours
in Natural Sciences (University of
Cambridge) and Master in Natural
Sciences (University of Cambridge).
He is also a Fellow of the Institute of
Chartered Accountants of England
and Wales.
Joan Withers
INDEPENDENT DIRECTOR
Joan was appointed to the board in
September 2019. She brings a wealth
of experience spanning a 25-year
career in the media industry, including
CEO positions at Fairfax and the
Radio Network as well as being the
former Chair of TVNZ. Joan’s depth
of governance experience includes
her current roles as Chair of The
Warehouse Group, a director of ANZ
Bank New Zealand, Origin Energy
Ltd and she has previously held Chair
positions at Auckland International
Airport and Mercury NZ Ltd. Joan
is a Trustee of the Louise Perkins
Foundation, and is Chair of a steering
committee working to increase the
percentage of South Auckland Maori
and Pacific Island students taking
up roles in the health sector. She
holds a Masters Degree in Business
Administration from the University
of Auckland. In 2015 Joan was named
Supreme Winner in the Women of
Influence Awards and was named as
Chairperson of the Year in the Deloitte
Top 200 Management Awards.
Board of Directors
34
Keith Smith
INDEPENDENT DIRECTOR
Keith was appointed to the board in
April 2020. He has a long-standing
record of leadership as a director
and advisor to companies in a diverse
range of industries, including the
energy sector, rural services, printing,
media and exporting. Keith is Chair
of listed company Goodman (NZ)
Limited (the Manager of Goodman
Property Trust), and is a director
of Mercury NZ Ltd and several
other private companies. He is a
past President of the Chartered
Accountants Australia and
New Zealand.
Mike Darcey
INDEPENDENT DIRECTOR
With an extensive track record of
strategy and delivery across television,
publishing and technology, Mike was
appointed to the board in September
2017. A New Zealander, he has lived
and worked in the UK since 1989.
Fifteen of those years were spent
at Sky UK, initially as the Director
of Strategy, then six years as Chief
Operating Officer. He played a
prominent role in most of Sky UK's
major strategic decisions and its
major commercial and regulatory
dealings during this period. From
2013 to 2015 Mike was CEO of
News UK. Since 2015, Mike has had
a series of non-executive roles and
these currently include Chairman of
British Gymnastics and director of
Arqiva Group Limited (the UK’s main
independent provider of television
broadcast infrastructure). He is also
active as a strategy advisor to a series
of major players in the media sector.
Geraldine McBride
INDEPENDENT DIRECTOR
Geraldine was appointed to the
board in September 2013. A renowned
Enterprise Business Technology and
AI thought leader with a science
background, Geraldine’s global career
spans 30 years, with senior executive
roles in IBM, Dell and SAP. Her most
recent roles were President & CEO
of SAP North America and SAP Asia
Pacific Japan. Geraldine is a Director
of Fisher and Paykel Healthcare
Corporation. She is also CEO &
Director of MyWave.AI (My Wave
Holdings Limited), a market leading
Enterprise AI company focused on
Intelligent Personalisation by putting
the customer at the centre
of business.
Sky / 2021 Annual Report
35
36
For the year ended 30 June 2021
Our 2021 Financials
Financial Overview .....................................................................................................38
Financial Performance Trends
.........................................................................43
Directors’ Responsibility Statement
..........................................................44
Consolidated Income Statement
.................................................................46
Consolidated Statement of Comprehensive Income
................47
Consolidated Balance Sheet
............................................................................48
Consolidated Statement of Changes in Equity
..............................49
Consolidated Statement of Cash Flows
...............................................50
Notes to the Consolidated Financial Statements
........................51
Independent Auditor’s Report
.........................................................................94
37
Sky / 2021 Annual Report
38
Financial Overview
Summary
The 2021 financial year has seen Sky continue to build on the positive momentum seen in the previous year. Strategic execution and
operational improvements in the year have seen growth in streaming revenue, continued reductions in Sky Box churn, important
programming renewals, and the launch of Sky Broadband.
The COVID-19 pandemic has presented challenges for the business, and Sky’s operations are being continuously adapted to
respond to changes in sport competitions and studio content, and the impact of travel restrictions. Sky continues to strive to
minimise the impact on customers, employees and shareholder value.
The reported profit after tax is $47.5m, compared to a loss of $156.8m in the prior year. On an adjusted basis, net profit after tax
of $47.1 million exceeded expectations and guidance provided to the market and compares positively to an adjusted net profit of
$41.0 million in the prior year.
FY21 saw one-off expenses of $10.3 million, offset by non-recurring income of $10.8 million. The FY21 result also benefited from
COVID-19 related reductions in sports rights and production costs, which more than offset the revenue impacts for commercial
customers and advertising revenues. One-off expense adjustments in the prior year were $28.2 million.
Sky’s seven year $100 million of retail bonds were repaid on 31 March 2021 out of cash reserves. As at 30 June 2021 Sky had not
drawn down funds from its banking facility.
Non-GAAP Financial Information
Sky has used a number of non-GAAP profit measures when discussing financial performance. The Directors and management
believe that these measures provide useful information on the underlying performance of the Group. They are used internally to
evaluate performance, analyse trends and allocate resources. Non-GAAP financial measures are not prepared in accordance with
NZ IFRS and are not uniformly defined and therefore should not be viewed in isolation nor considered as a substitute for measures
reported in accordance with NZ IFRS.
The results and adjustments are summarised below:
Group Consolidated Results for the years ended 30 June
in NZD millions
2021
(adjusted)
2021
(reported)
2020
(adjusted)
2020
(reported)
% inc/(dec)
(adjusted)
Financial performance data
Total revenue
711.2711.2746.6746.6(4.7)
Other income
2.713.51.01.0170.0
Total operating expenses
528.0538.3555.2583.4(4.9)
EBITDA
185.9186.4192.4164.2(3.4)
Less
Depreciation, amortisation and impairment (1)
108.0108.0119.3119.3(9.5)
Net operating profit before interest, income tax
and impairment of goodwill
77.978.473.144.96.6
Impairment of goodwill
---177.5-
Net finance costs
10.510.513.713.7(23.4)
Adjusted profit before tax
67.467.959.4(146.3)13.5
Income tax expense
20.320.418.410.510.3
Profit/(loss) after tax
47.147.541.0(156.8)14.9
Adjusted earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) for the year ended 30 June 2021 are
$185.9 million, a decrease of 3.4% on the previous year’s comparative of $192.4 million.
Adjusted operating profit before interest, tax, and impairment of goodwill increased by 6.6% from $73.1 million to $77.9 million.
39
Sky / 2021 Annual Report
Summary of Adjustments
FY21 included a number of one-off expenses totalling $10.3 million, comprising $7.5 million of programming impairments
(refer note 10) and costs associated with the mutually agreed exit of the former CEO of $2.8 million (refer note 29). Other
income (refer note 5) includes $10.8 million of non-recurring income relating to the gain on sale of Outside Broadcasting assets
of $5.8 million, the settlement of the RugbyPass earnout resulting in a provision release of $3.6 million, and a RugbyPass provision
release of $1.5 million. Prior year expense adjustments were $28.2 million, being redundancy costs, a Holidays Act compliance
provision, non-recurring consultancy fees, satellite reservation fees and programming impairments.
The adjustments referred to above do not include the impacts of COVID-19.
In NZD millions
30-Jun-2130-Jun-20
Statutory profit/(loss) after tax
47.5(156.8)
Adjustments to earnings as follows:
Content write-offs
7.53.2
Non-recurring costs included in other costs
1
2.825.0
Non-recurring income included in other income
(10.8)-
Impairment of goodwill
-177.5
Tax effect of adjustments
0.1(7.9)
Total adjustments
(0.4)197.8
Adjusted profit after tax
47.141.0
(1) A djustments in FY20 for non-recurring costs include redundancy costs of $15.5 million, Holidays Act compliance provision of $3.2 million,
consultancy costs of $3.3 million and a satellite reservation fee of $3.0 million.
Customers
The Sky Box customer base continues to stabilise, evidenced through further reductions in the rate of churn for Sky Box customers
in FY21. These improvements are driven by retaining similar levels of acquisitions whilst improving levels of churn through enhanced
customer insights, marketing and retention programmes. Average revenue per user (ARPU) has declined due to the impacts of
COVID-19 related discounts, offering discounts following the migration of reseller customers to direct billing relationships and a small
drop in average package holdings.
Following the strong levels of streaming customer growth in FY20 through Neon and Sky Sport Now, there was a small decline in
FY21 due to the change in focus in RugbyPass, away from a subscription product service to an audience and network business,
as well as a drop in Neon subscribers following the churn of some Lightbox customers on bundled services, albeit this was then
followed by significant growth over the remainder of the year. Sky Sport Now benefited from the improvement in COVID-19 related
sport restrictions in New Zealand and Neon had a strong content line-up.
20212020201920182017
Sky Box customers (1)
561,989585,248 619,073 661,361 705,652
Streaming customers (2)
393,179404,321159,767106,366110,861
Other customers (3)
----8,269
Total customers
955,168989,569778,840767,727824,782
Net customer growth - Sky Box
-4%-5%-6%-6%-5%
Net customer growth - streaming
-3%153%50%-4%22%
Sky Box acquisition (4)
47,27341,51049,95259,60379,685
Sky Box churn (4)
(69,287)(74,643)(91,841)(103,394)(113,226)
Sky Box ARPU ($ monthly) (5)
78.4082.0883.4684.5485.05
Streaming ARPU ($ monthly) (6)
17.4619.80---
(1) Sky Box customer groups comprise residential, commercial (including reseller in prior years), and broadband customers.
(2) S treaming customer groups comprises Neon, Lightbox, Sky Sport Now, RugbyPass and retransmission.
(3) O ther customers include customers from non-trading businesses, IGLOO and Fatso.
(4) Sky Box acquisition and churn is for Sky residential customers only, including reseller.
(5). Sky Box ARPU is average revenue per user for Sky residential customers only, including reseller customers, calculated as the average for the
twelve month period.
(6) S treaming ARPU is the blended rate across Neon, Lightbox, Sky Sport Now, RugbyPass, and retransmission.
40
Financial Commentary (Continued)
Revenue Analysis
Sky’s total revenue was $711.2 million, as follows:
In NZD millions
20212020% inc/(dec)
Sky Box subscriptions (1)
532.1582.0(8.6)
Other subscriptions (2)
117.0105.411.0
Total subscription revenue
649.1687.4(5.6)
Advertising
44.945.2(0.7)
Installation and other revenue
17.214.022.9
Total other revenue
62.159.24.9
Total revenue
711.2746.6(4.7)
(1) Sky Box subscription revenue includes Sky Box customers (including reseller) and broadband customers.
(2) O ther subscriptions include Neon, Sky Sport Now, RugbyPass, retransmission and commercial customers (and included Lightbox in 2020).
Residential (Sky Box) subscription revenue decreased by 8.6% to $532.1 million mainly due to a loss in Sky Box customer numbers
year on year. Customers were migrated from reseller arrangements in the year, resulting in one-off billing discounts to align billing
dates, and then honouring discount package pricing already in place. Overall, the average uptake on premium packages was down
slightly year on year, and COVID-19 impacted pay-per-view events resulting in lower event buys. These all contributed to lower
ARPU in the period. A continuing focus on customer retention saw an 3.2% improvement in annual churn to 12.2% from 12.6% in
the prior year as targeted initiatives gained traction.
Other subscription revenue includes commercial revenue earned from Sky subscriptions at hotels, motels, licenced premises and
commercial customers, streaming revenue from services such as Neon, Lightbox (prior to merging with Neon in July 2020), Sky
Sport Now, RugbyPass and revenue derived from transmission of programming for third parties. These revenues increased 11.0%
to $117.0 million mainly due to the growth of Neon in late FY20 and throughout FY21, and Sky Sport Now when sport returned
after COVID-19 restrictions were lifted in New Zealand.
Advertising sales revenue remained stable at approximately $45 million. The advertising market was significantly impacted by
COVID-19 in the final quarter of FY20, with recovery through FY21 meaning revenues for the year were broadly flat with the prior
financial year. Sky’s market share in FY21 was 8.6% compared to 9.3% in FY20, falling due the impact on Sky’s sport related sales
and the advertising on Discovery channels now being sold directly by Discovery. The fall in market share was offset with a growing
advertising market following a greater impact of COVID-19 in FY20.
Installation and other revenues increased from $14.0 million to $17.2 million due to an increase in installation and late payment
fees in the year.
41
Sky / 2021 Annual Report
Expense Analysis
A further breakdown of Sky’s operating expenses is provided below:
30-Jun-2130-Jun-20
In NZD millions
AdjustedReported% inc/(dec)
adjusted
% of revenue
adjusted
AdjustedReported% of revenue
adjusted
Programming
321.8329.3(4.1)45.2335.5342.144.9
Subscriber related costs
93.093.0(8.7)13.1101.9106.613.6
Broadcasting and
infrastructure
60.760.7(13.7)8.570.377.99.4
Other costs
52.555.310.57.447.556.86.4
Depreciation, amortisation
and impairment
108.0108.0(9.5)15.2119.3119.316.0
Total operating expenses
636.0646.3(5.7)89.4674.5702.790.3
Programming costs comprise both the costs of programme rights and also programme operating costs. Programme rights
costs include sport rights, pass-through channel rights (e.g. ESPN, Living Channel, National Geographic etc.), movies (including
pay-per-view), streaming and on demand rights, and music rights. Programme operating costs include the production of live
sport events, satellite and fibre linking costs and original studio productions.
Programming costs have decreased by 4.1% mainly due to the impacts of COVID-19 on live sports events and competitions,
and the availability of entertainment content from studio partners.
Sky’s adjusted programming costs have decreased by $13.7 million to $321.8 million and equate to 45.2% of total revenue in FY21,
up from 44.9% in FY20. The programming costs in both FY21 and FY20 have been adjusted for one-off impairments.
Subscriber related costs include the costs of servicing and monitoring equipment installed at customers’ homes, indirect
installation costs, the costs of Sky’s customer service department, sales and marketing activities and general administrative costs
associated with managing customer relationships.
Subscriber related costs reduced by 8.7% in FY21 due to a stronger emphasis on cost control and efficiencies gained in the year.
There remained a strong focus on improving customer services across various platforms in the year.
Broadcasting and infrastructure costs mainly consist of transmission and linking costs for transmitting Sky and Prime’s content
from its studios in Auckland to customers over satellite to devices in the home, streaming content over IP, and other distribution
platforms and the costs of operating Sky’s television stations and employee working environments at Mt Wellington and Albany.
These costs remained consistent year on year on an adjusted basis, driven mainly by stabilisation of Sky Box subscribers and the
associated service costs. Internet delivery costs for streaming services also stabilised and consist mainly of fixed costs which are
not affected significantly by customer numbers. The adjustments in FY20 relate to a $3.0 million satellite reservation fee and
$4.6 million restructuring costs.
Other costs include advertising costs, and overhead costs relating to corporate management of the Sky Group including consultancy
costs. The adjusted other costs increased by 10.5% to $52.5 million, due to higher insurance costs as part of the annual renewal cycle
and FY21 related short term incentive payments (which were cancelled in FY20).
Depreciation, amortisation and impairment costs include depreciation charges including subscriber equipment including satellite
dishes and decoders owned by Sky, fixed assets such as television station facilities, amortisation of the right-of-use assets created
under NZ IFRS 16 and amortisation of computer software and intangible assets. Depreciation of property, plant and equipment
has decreased as decoders and installation costs reach the end of their useful lives while amortisation of intangibles has increased
due to acquired intangibles for Lightbox and RugbyPass.
Depreciation, amortisation and impairment costs are summarised below:
In NZD millions
20212020
Depreciation of property, plant and equipment
36.4 54.7
Amortisation of intangibles
35.4 31.0
Depreciation of right-of-use assets
36.2 33.6
Total depreciation, amortisation and impairment108.0 119.3
42
Financial Commentary (Continued)
Finance costs, net
Decreased from $13.7 million to $10.5 million. Interest expense reduced from $16.0 million to $11.9 million due to the repayment
of the $100 million bond in March 2021 and a reduction in bank interest due the repayment of bank debt in the prior year and
subsequently not drawing down from the facility during the period.
Capital expenditure
Sky’s capital expenditure is summarised as follows:
In NZD millions
20212020
Subscriber equipment
3.54.4
Installation costs
14.812.6
Projects under development
2.011.7
Software
24.219.7
Other
6.68.1
Capital expenditure
51.156.5
Assets acquired by way of business acquisitions
0.216.4
Total capital expenditure
51.372.9
Capital expenditure has continued to transition towards a greater emphasis on growth focused areas, including migration of
platforms and services to the cloud, improvements in data management services and the implementation of Sky’s Broadband
service. A number of these investments have been foundational to the development of the new Sky Box. Investments in Sky’s
satellite delivery platform have been reducing and Sky continues to move towards a less capital intense operating model.
43
Sky / 2021 Annual Report
In NZD 000
20212020201920182017
For the year ended 30 June
Income statement
Total revenue and other income
724,754747,646795,126852,710893,485
Total operating expenses
538,338583,395564,958566,900601,145
EBITDA (1)
186,416164,251230,168285,810292,340
Depreciation, amortisation and impairment (2)
107,991119,318131,103102,414105,148
Impairment of goodwill
- 177,500670,000360,000 -
Net interest expense and financing charges
11,71515,85913,65017,57620,470
Losses/(gains) on currency and other
(1,179)(2,120)(1,208)(66)(850)
Net profit/(loss) before income tax
67,889(146,306)(583,377)(194,114)167,572
Balance sheet
Property, plant,and equipment, intangibles and
right-of-use assets
220,165
287,962213,702268,925301,008
Goodwill
255,245256,312395,3311,065,3311,425,331
Total assets
701,648837,936771,3531,503,0021,887,200
Interest bearing loans and liabilities
77,547212,513193,662235,344298,663
Working capital (3)
58,64290,2918,6079,03810,215
Total liabilities
278,154462,966419,785476,315559,322
Total equity
423,494374,970351,5681,026,6871,327,878
Cash flow
Net cash from operating activities
107,208157,300178,026213,613
244,536
Net cash used in investing activities
(44,187)(74,627)(69,780)(58,194)(79,640)
Lease repayments (4)
(37,503)(36,901) - - -
Free cash flow (5)
25,51845,772108,246155,419164,896
Capital expenditure
Capital expenditure
51,07156,45876,30058,20079,700
Assets acquired by way of business combination (6)
20316,354 - - -
Assets disposed of in the period (6)
(9,095) - - - -
42,17972,81276,30058,20079,700
(1) E arnings before income tax, interest expense, depreciation, amortisation and impairment, unrealised gains and losses on currency and interest
rate swaps.
(2) T he FY21 year includes depreciation on right-of-use assets of $36.2 million (FY20 $33.6 million).
(3) W orking capital excludes current borrowing, bonds, derivative financial instruments, available for sale financial assets and contract liabilities and
lease liabilities. Prior periods have been adjusted to exclude contract liabilities.
(4) L ease repayments prior to FY20, and the adoption of NZIFRS16, were included within net cash from operating activities.
(5) F ree cash flow is after lease repayments for the period that are categorised in financing cash flows, but before other financing activities.
(6) R ugbyPass and Lightbox, acquired in the 2020 financial year (refer note 28), were the only substantial acquisitions in the last five years. The OSB
business was sold in the 2021 financial year.
Financial Performance
Trends
44
Directors’ Responsibility
Statement
The directors of Sky Network Television Limited (Sky) are responsible for ensuring that the consolidated
financial statements of Sky and its subsidiaries (the Group) present fairly the financial position of the Group
as at 30 June 2021 and the results of its operations and cash flows for the year ended on that date.
The directors consider that the consolidated financial statements of the Group have been prepared using
appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates
and that all relevant financial reporting and accounting standards have been followed.
The directors believe that proper accounting records have been kept which enable, with reasonable accuracy,
the determination of the financial position of the Group and facilitate compliance of the consolidated financial
statements with the Financial Markets Conduct Act 2013.
The directors consider they have taken adequate steps to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
The directors present the consolidated financial statements of the Group for the year ended 30 June 2021.
The Board of Directors of Sky authorise these consolidated financial statements for issue on 24 August 2021.
For and on behalf of the Board of Directors.
Keith Smith
Director
Philip Bowman
Director and Chairman
Date: 24 August 2021
45
Sky / 2021 Annual Report
Contents
Financial Statements
Consolidated income statement .................................................. 46
Consolidated statement of comprehensive income
................ 47
Consolidated balance sheet
.......................................................... 48
Consolidated statement of changes in equity
.......................... 49
Consolidated statement of cash flows
....................................... 50
Basis of preparation
1. General information .................................................................... 51
2. Basis of consolidation
................................................................. 52
3. Significant accounting policies and changes
......................... 52
Performance
4. Segment and revenue information .......................................... 54
5. Other income
................................................................................ 55
6. Operating expenses
.................................................................... 56
7. Earnings per share
....................................................................... 57
8. Taxation
......................................................................................... 58
Working capital
9. Trade and other receivables ...................................................... 60
10. Programme rights inventory
................................................... 61
11. Trade and other payables and contract liabilities
.............. 62
Assets
12. Assets held for sale ................................................................... 64
13. Property, plant and equipment
.............................................. 65
14. Right of use assets
.................................................................... 67
15. Intangible assets........................................................................ 68
16. Goodwill
....................................................................................... 69
Funding
17. Borrowings ...................................................................................73
18. Lease liabilities
............................................................................75
19. Finance costs, net
.......................................................................77
20. Share capital
...............................................................................78
21. Reserves
........................................................................................79
Financial risk management
22. Derivative financial instruments .............................................80
23. Financial risk management - market risk
.............................82
24. Financial risk management - credit risk
................................83
25. Financial risk management - liquidity risk
............................84
26. Classification of financial instruments
..................................87
Other
27. Contingent consideration and provisions ............................88
28. Business acquisitions
................................................................89
29. Related parties
............................................................................91
30. Commitments
.............................................................................92
31. Contingent liabilities
..................................................................93
32. Subsequent events
.....................................................................93
33. Non-GAAP financial information
............................................93
Independent auditor’s report
.........................................................94
46
For the year ended 30 June 2021
In NZD 000Notes30-Jun-2130-Jun-20
Revenue
4711,234 746,641
Other income
513,520 1,005
Expenses
Programming
329,354342,096
Subscriber related costs
93,070106,554
Broadcasting and infrastructure
60,65577,942
Depreciation, amortisation and impairment of assets
6107,991119,318
Other costs
55,25956,803
Total expenses
646,329702,713
Operating profit before impairment
78,42544,933
Impairment of goodwill
16 - 177,500
Operating profit/(loss)
78,425(132,567)
Finance costs (net)
19 10,53613,739
Profit/(loss) before tax
67,889(146,306)
Income tax expense
8 20,34310,466
Profit/(loss) for the year
47,546(156,772)
Attributable to
Equity holders of the Company
747,228(156,979)
Non-controlling interests
318207
47,546
(156,772)
Profit/(loss) per share
Basic and diluted profit/(loss) per share (cents)
72.70
(23.91)
Consolidated
Income Statement
47
Sky / 2021 Annual Report
Consolidated Statement
of Comprehensive Income
For the year ended 30 June 2021
In NZD 00030-Jun-2130-Jun-20
Profit/(loss) for the year
47,546(156,772)
Items that may be reclassified to profit or loss
Exchange difference on translation of foreign operations
(291) 220
Deferred hedging gains transferred to operating expenses during the year
1,0561,196
Income tax effect
(296)(335)
Net other comprehensive income to be reclassified to profit or loss,
net of income tax
4691,081
Items that may not be reclassified to profit or loss
Deferred hedging losses transferred to non-financial assets during the year
(367)(51)
Income tax effect
10314
Net other comprehensive loss not being reclassified to profit or loss,
net of income tax
(264)(37)
Total comprehensive profit/(loss) for the year
47,751(155,728)
Attributable to:
Equity holders of the Company
47,433(155,935)
Non-controlling interest
318207
47,751(155,728)
48
As at 30 June 2021
In NZD 000Notes30-Jun-2130-Jun-20
Current assets
Cash and cash equivalents
34,800110,677
Trade and other receivables
965,61556,854
Programme rights inventory
10103,154115,672
Derivative financial instruments
221,3473,265
204,916286,468
Non-current assets
Property, plant and equipment
13100,192124,585
Right-of-use assets
1464,27296,821
Intangible assets
1555,70166,556
Deferred tax asset
86,162216
Goodwill
16255,245256,312
Derivative financial instruments
221,724461
483,296544,951
Assets held for sale
12 13,4368,367
Total assets
701,648839,786
Current liabilities
Interest bearing loans and borrowings
17 1,137100,765
Lease liabilities
18 39,07436,562
Trade and other payables
11137,077177,871
Contract liabilities
11 52,26751,180
Income tax payable
7,85015,041
Derivative financial instruments
22 1,495922
238,900382,341
Non-current liabilities
Interest bearing loans and borrowings
17 1,0351,883
Lease liabilities
18 36,30173,303
Trade and other payables
11 1,576 -
Contingent consideration
27 - 5,283
Derivative financial instruments
22 342405
39,25480,874
Liabilities associated with assets held for sale
12 - 1,601
Total liabilities
278,154464,816
Equity
Share capital
20 768,766767,608
Reserves
21 1,035991
Retained deficit
(347,647)(394,875)
Total equity attributable to equity holders of the Company
422,154373,724
Non-controlling interest
1,3401,246
Total equity
423,494374,970
Total equity and liabilities
701,648839,786
Consolidated
Balance Sheet
For and on behalf of the Board 24 August 2021
Keith Smith
Director
Philip Bowman
Director and Chairman
49
Sky / 2021 Annual Report
For the year ended 30 June 2021
Attributable to owners of the parent
In NZD 000Notes
Share
capitalReserves
Retained
deficitTo t a l
Non-
controlling
interest
To t a l
equity
For the year ended 30 June 2021
Balance at 1 July 2020
767,608991(394,875)373,7241,246374,970
Net profit for the year
- - 47,22847,22831847,546
Exchange difference on translation of
foreign operations
- (291) - (291) - (291)
Cash flow hedges, net of tax
21 - 496 - 496 - 496
Total comprehensive income for the year
- 20547,22847,433 318 47,751
Transactions with owners in their
capacity as owners
Dividend paid
- - - - (224)(224)
CEO share based remuneration
29 1,158 (161) - 997 - 997
1,158 (161) - 997(224)773
Balance at 30 June 2021
768,7661,035(347,647)422,1541,340423,494
For the year ended 30 June 2020
Balance at 1 July 2019
577,403(53)(227,111)350,239
1,329351,568
Impact of adoption of new accounting
standard
- - (10,785)(10,785) - (10,785)
Adjusted balance
577,403(53)(237,896)339,4541,329340,783
Net loss for the year
- - (156,979)(156,979)207(156,772)
Exchange difference on translation of
foreign operations
- 220 - 220 - 220
Cash flow hedges, net of tax
21 - 824 - 824 - 824
Total comprehensive loss for the year
- 1,044(156,979)(155,935) 207 (155,728)
Transactions with owners in their
capacity as owners
Rights issue and placement of shares
20 157,091 - - 157,091 - 157,091
Issue of ordinary shares related to
business combination
20 24,378 - - 24,378 - 24,378
Issue of ordinary shares to
NZ Rugby Union
10,20 15,436 - - 15,436 - 15,436
Transaction costs relating to
share issues
20
(7,086) - - (7,086) - (7,086)
Dividend paid
- - - - (290)(290)
CEO share based remuneration
29 386 - - 386 - 386
190,205 - - 190,205(290)189,915
Balance at 30 June 2020
767,608 991 (394,875) 373,724 1,246 374,970
Consolidated Statement
of Changes in Equity
50
For the year ended 30 June 2021
In NZD 000Notes30-Jun-2130-Jun-20
Cash flows from operating activities
Profit/(loss) before tax
67,889(146,306)
Adjustments for:
Depreciation and amortisation
6107,991 119,318
Impairment of goodwill
- 177,500
Impairment of programme rights
107,466 3,240
Unrealised foreign exchange (gain)/loss
19(656) 1,953
Interest expense
1911,941 16,020
Bad debts and movement in provision for loss allowance
61,454 1,352
Other non-cash items
(259) 1,040
Movement in working capital items:
(Increase)/decrease in receivables
(9,283) 10,128
(Decrease)/increase in payables
(39,237) 17,631
Decrease/(increase) in programme rights
5,052(5,056)
Cash generated from operations
152,358196,820
Interest paid
(11,250)(15,995)
Bank facility fees paid
(900)(25)
Income tax paid
(33,000)(23,500)
Net cash from operating activities
107,208157,300
Cash flows from investing activities
Acquisition of property, plant, and equipment
13(25,657)(27,470)
Acquisition of intangibles
15(25,414)(28,988)
Acquisition of subsidiaries, net of cash acquired
28 -
(18,169)
Proceeds from disposal of OSB business
286,884 -
Net cash used in investing activities
(44,187)(74,627)
Cash flows from financing activities
Proceeds from rights issue and placement of shares
20 - 157,091
Transaction costs incurred for rights issue
20 - (7,086)
Repayment of borrowings - bank loan
17 - (207,000)
Repayment of borrowings - bonds
17(100,000) -
Advances received - bank loan
17 - 119,000
Repayment of other borrowings
17(1,171)(1,093)
Payments for lease liability principal
18(37,503)(36,901)
Dividend paid to minority shareholders
(224)(290)
Net cash (used in)/from financing activities
(138,898)23,721
Net (decrease)/increase in cash and cash equivalents
(75,877)106,394
Cash and cash equivalents at beginning of year
110,677 4,283
Cash and cash equivalents at end of year
34,800 110,677
Consolidated Statement
of Cash Flows
51
Sky / 2021 Annual Report
Notes to the Consolidated
Financial Statements
For the year ended 30 June 2021
1. General Information
This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a whole.
They have been presented in a structure which is intended to make them more relevant to shareholders. Where an accounting
policy is specific to one note, the policy is described in the note to which it relates.
Sky Network Television Limited (Sky) is a company incorporated and domiciled in New Zealand. The address of its registered office
is 10 Panorama Road, Mt Wellington, Auckland, New Zealand. The consolidated financial statements for the year ended 30 June
2021 comprise Sky Network Television Limited and its subsidiaries (the Group).
Sky is a company registered under the Companies Act 1993 and is a reporting entity under Part 7 of the Financial Markets Conduct
Act 2013. The consolidated financial statements of the Group have been prepared in accordance with the requirements of the
Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
The Group’s primary activity is to operate as a provider of sport and entertainment media services and telecommunications in
New Zealand and overseas.
These consolidated financial statements were authorised for issue by the Board on 24 August 2021.
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting
Practice in New Zealand (NZ GAAP). The Group is a for-profit entity for the purpose of complying with NZ GAAP. The consolidated
financial statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other
New Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated
financial statements also comply with International Financial Reporting Standards (IFRS).
These consolidated financial statements are prepared on the basis of historical cost except where otherwise identified.
The consolidated financial statements are presented in New Zealand dollars.
Group structure
The Group has a majority share in the following subsidiaries:
Name of EntityPrincipal Activity
Country of
IncorporationParent Interest held
Jun-21Jun-20
Sky DMX Music LimitedCommercial MusicNew ZealandSky
50.50%50.50%
Sky Ventures LimitedInvestmentNew ZealandSky
100.00%100.00%
Media Finance LimitedNon-tradingNew ZealandSky
100.00%100.00%
Non Trading PS Limited (previously
Outside Broadcasting Limited)
Non-tradingNew ZealandSky
100.00%100.00%
Screen Enterprises Limited Non-tradingNew ZealandSky
100.00%100.00%
Sky Network Services Limited
(Previously Igloo Limited)
Non-tradingNew ZealandSky
100.00%100.00%
Believe It Or Not LimitedEntertainment quizzesNew ZealandSky
51.00%51.00%
Sky Investment Holdings LimitedInvestmentNew ZealandSky
100.00%100.00%
RugbyPass LimitedStreaming servicesIreland
Sky Investment
Holdings Limited
100.00%100.00%
RugbyPass Asia Pte LtdManagement servicesSingaporeRugbyPass Limited
100.00%100.00%
Lightbox New Zealand LimitedStreaming servicesNew ZealandSky
100.00%100.00%
Sports Analytics Pty Limited
(acquired 1 January 2021)
Data analytics for
sports
South Africa
Sky Investment
Holding s Limited
81.00%-
RugbyPass UK Limited
(incorporated 26 Jan 2021)
Streaming servicesNew Zealand
Sky Investment
Holdings Limited
100.00%-
52
Notes to the Consolidated Financial Statements (Continued)
2. Basis of Consolidation
The Group financial statements consolidate the financial statements of Sky and its subsidiaries. The acquisition method of
accounting is used to account for the acquisition of subsidiaries and businesses by the Group. The consideration transferred in
a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair value of the assets
transferred and the liabilities incurred. Each identifiable asset and liability is generally measured at its acquisition date fair value
except if another NZ IFRS requires another measurement basis. The excess of the consideration of the acquisition and the amount
of any non-controlling interest in the acquired company, less the Group’s share of the identifiable assets acquired and the liabilities
assumed, is recognised as goodwill. Acquisition related costs are expensed as incurred.
Subsidiaries
Subsidiaries are entities that are controlled, either directly or indirectly, by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns from
its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date on which control ceases.
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated
in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains unless the
transaction provides evidence of an impairment of the asset transferred.
Transactions with non-controlling interests
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is,
as transactions with the owners in their capacity as owners. The difference between the fair value of any consideration paid and
the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals
to non-controlling interests are also recorded in equity.
3. Significant Accounting Policies and
Critical Judgements and Estimation
Impact of COVID-19
COVID-19 continues to have an impact on the Group, with a favourable increase in demand for entertainment content and
reduced churn for our Sky Box customers offset by ongoing uncertainties relating to the reduction of live sports, scheduling of
sports events and subsequent reduction of sport and entertainment content. There continues to be uncertainties due to the
COVID-19 epidemic that affect the Group’s key estimates and judgements including:
Intangible assets and goodwill – the ability to achieve future forecasts and the consequential impact on the carrying value of
goodwill and other finite life intangibles. Management and the directors have assessed the recoverable amounts for each cash
generating unit for potential impairment at 30 June 2021, and also considered whether there are any events or changes in
circumstances since the recognition of impairment as at 30 June 2020 and the signing of the 2020 financial statements that may
indicate further impairment by considering factors such as:
• The Group’s results for the year, which have exceeded the prior year and the plan;
• The improvement in the Group’s share price between 30 June 2020 and 30 June 2021; and
• The premium of net assets to market capitalisation being broadly consistent to the position as at 30 June 2020 noting that the
market capitalisation excludes any control premium,
and have concluded that no further impairment of goodwill is required at 30 June 2021.
Programming rights – the ability to monetise prepaid and future sports programming rights. Management continues to exercise
judgement in assessing both the value and estimated future amortisation profile of programming rights costs in response to
uncertainty that COVID-19 has created around the value of certain major sports competitions, some of which may be delayed or
postponed. Management has also considered any negotiations for equitable reductions due to COVID-19 that have been concluded
prior to balance date. Management also considered the valuation of the programme rights arising from the share issue to the NZ
Rugby Union and assessed the carrying value as remaining appropriate as the future economic benefit is still expected to be realised.
RugbyPass contingent consideration – The fair value of the contingent consideration was assessed at $5.3 million at the acquisition
date. Considering the current performance of RugbyPass, its new strategic direction, the uncertainty surrounding the economic
environment given the existence of COVID-19 and the probability of payment, management negotiated with the vendor to settle
the contingent consideration for a value of USD 1.25 million ($1.7 million). The agreement was formalised on 9 February 2021 and
the release of $3.6 million is included in other income (refer note 5).
53
Sky / 2021 Annual Report
3. Significant Accounting Policies and
Critical Judgements and Estimation (continued)
Capital Structure – As at 30 June 2021 the Group had negative working capital of $34 million compared to negative working
capital of $96 million at 30 June 2020. The Group carries a level of negative working capital mainly due to deferred income
recognised. The $100 million bond was repaid on 31 March 2021 out of the Group’s cash reserves (refer note 17).
Despite the continuing impact of COVID-19 the directors are satisfied that there will be adequate cash flows generated from
operating and financing activities to meet the obligations of the Group for a period of at least 12 months from approving the
consolidated financial statements after taking into consideration the current trading results and the undrawn banking facility
of $200 million as at 30 June 2021 (refer note 17).
Accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the
Group in its consolidated financial statements as at and for the year ended 30 June 2020. The Group has not early adopted any
standard, interpretation or amendment that has been issued but is not yet effective.
Foreign currency translation
Functional and presentation currency: The Group’s consolidated financial statements are presented in New Zealand dollars (NZD
or $) which is the Group’s functional and presentation currency.
Transactions and balances: Monetary assets and liabilities denominated in foreign currencies are translated into the functional
currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a
foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-
monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date
of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs, except
when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign operations: The income statements of foreign operations are translated into the Group’s reporting currency at average
exchange rates for the period and the assets and liabilities of foreign operations are translated into NZD at the exchange rates
prevailing at the reporting date. The income and expenses of foreign operations are translated into NZD at the exchange rates at
the dates of the transactions.
Foreign exchange differences are recognised in other comprehensive income and accumulated in the translation reserve.
Comparatives
Certain comparative amounts have been reclassified to better reflect consistency with the current period. This does not have any
impact on the consolidated statement of comprehensive income or net asset position of the Group.
Goods and services tax (GST)
The consolidated statement of comprehensive income and consolidated statement of cash flows have been prepared so that all
components are stated exclusive of GST. All items in the consolidated balance sheet are stated net of GST with the exception of
receivables and payables, which include GST invoiced.
New Accounting interpretations applicable to the Group
IFRIC - Configuration and Customisation in a Cloud Computing Arrangement
The Group has capitalised costs incurred in configuring or customising a supplier’s application software in certain cloud computing
arrangements as intangible assets as the Group considered that it would benefit from those costs to implement the cloud-based
software over the expected terms of the cloud computing arrangement. Following the IFRS Interpretations Committee (IFRIC)
agenda decision on Configuration or Customisation costs in a Cloud Computing Arrangement in March 2021 (ratified by the IASB
in April 2021), the Group has commenced a review of these capitalised costs to determine whether they would need to be expensed
or reclassified as prepayments.
The IFRIC concluded that costs incurred in configuring or customising software in a cloud computing arrangement can be
recognised as intangible assets only if the activities create an intangible asset that the entity controls and the intangible asset
meets the recognition criteria. Costs that do not result in intangible assets are expensed as incurred, unless they are paid to the
supplier of the cloud-based software to significantly customise the cloud-based software for the Group, in which case the costs
paid upfront are recorded as prepayments for services and amortised over the expected terms of the arrangement. IASB has
confirmed in the past that reporting entities are entitled to sufficient time to determine the impact of IFRIC agenda decisions and
implement any resulting changes.
Transitioning systems to the cloud is a strategic priority of the Group. At the time of finalising the 30 June 2021 financial
statements the review process over SaaS
1
arrangements is still ongoing due to the complexity of arrangements, the number of
projects impacted and the vendor contracts included. Of the $50.4 million net book value of capitalised software at 30 June 2021,
Management estimate that the SaaS related value is in the vicinity of $15 million to $20 million. We are in the process of reviewing
these SaaS related capitalised costs to quantify the extent of any adjustment that may be required due to the revised accounting
policy. Further, as a result, following any change, going forward intangible assets and its associated amortisation might decrease,
operating expenses increase and prepayments may also be recognised.
We expect to have a clear understanding of the situation in the following financial year.
(1) S oftware as a Service
54
Notes to the Consolidated Financial Statements (Continued)
4. Segment and Revenue Information
In NZD 00030-Jun-2130-Jun-20
Sky Box subscriptions
532,122581,962
Other subscriptions
117,017105,381
Advertising
44,86645,155
Other revenue
17,22914,143
711,234746,641
Description of revenue streams
Within its operating business segment Sky has several revenue streams which it reports against. These include:
Sky Box subscription revenue: This includes revenue from Sky’s subscription services linked to its Sky Box customers.
Customers are invoiced on a monthly basis and contracts are normally for a period of 6 or 12 months with monthly renewals
thereafter. Early termination fees apply. Revenue is recognised over the period to which the subscription related.
Sky offers bundled services to its Sky Box customers which includes broadband and related equipment. Under NZIFRS 15 these
services are considered separate performance obligations and the revenue is allocated to each service proportionately based
on their stand-alone selling price.
Unearned subscriptions and deferred revenues are revenues that have been invoiced relating to services not yet performed and
are reported as contract liabilities (refer note 11).
Other subscription revenue: This includes commercial revenue earned from Sky subscriptions at businesses throughout
New Zealand, revenue from content sold to third parties for retransmission and revenue from streaming services such as Neon,
Sky Sport Now and RugbyPass. This revenue is recognised over time based on the timing of the services provided. Contracts
vary in length, including daily, weekly, monthly and are payable in advance.
Contracts with wholesale customers, where some of the Group’s services, (including Neon and Sky Sport Now) are combined
with the customer’s products and sold as part of a bundled service, have differing provisions such that the Group has been
determined to be either the principal or the agent depending on the wholesale contract terms. Revenue from these contracts
is invoiced monthly depending on the services provided, and is reported on a gross basis with the commission paid or discount
offered being treated as an operating expense where the Group is determined to be the principal and on a net basis where the
Group is determined to be the agent.
Advertising revenue: This relates to revenue received from customers in return for advertising placed on the Group’s services.
This revenue is reported when the advertisement is screened. Contract terms and rates vary depending on the customer and
services provided. Customers are billed monthly in arrears. Revenue is earned at a point in time
Other revenue: This includes revenue from installation services, transmission services and various other non-subscriber related
revenue. This revenue is recorded when the product or service has been delivered to the customer at a point in time or when
the performance obligation is received by the customer.
Key estimates and judgements
Gross versus net presentation
If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale
to the customer, otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent
in the transaction depends on analysis by management of both the legal form and substance of the agreement between the
Group and its business partners; such judgements impact the amount of reported revenue and operating flows. Scenarios
requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group
contracts through a third party to deliver its services such as Neon, Sky Sport Now and RugbyPass to customers via a bundled
service offering.
55
Sky / 2021 Annual Report
4. Segment and Revenue Information (continued)
Operating segments are reported in a manner consistent with the internal reporting provided to Sky’s executive team who are
the chief operating decision-makers. Sky’s executive team is responsible for allocating resources and assessing performance of
the operating segments. Sky operates in a single operating segment comprising the provision of sport, entertainment media and
telecommunication services in New Zealand. RugbyPass has been identified as a separate operating segment and is a separate
cash generating unit for the year ended 30 June 2021. For financial reporting purposes and with reference to the aggregation
criteria in the accounting standards RugbyPass is aggregated with the Sky business operating segment for the purposes of
reporting segment disclosure.
The table below shows the disaggregation of the Group’s revenue from contracts with customers on the basis of when revenue is
recognised for its principal revenue streams as described below.
In NZD 000
Residential
subscriptions
Other
subscriptionsAdvertisingOther revenue
Total revenue
from contracts
with customers
For the year ended 30 June 2021
Revenue from customers
532,122117,01744,86628,874722,879
Inter-segment revenue
- - - (11,645)(11,645)
Total revenue
532,122117,01744,86617,229711,234
Timing of revenue recognition
At a point in time
5,294 - 44,8667,64457,804
Over time
526,828117,017 - 9,585653,430
532,122117,01744,86617,229711,234
For the year ended 30 June 2020
Revenue from customers
581,962105,38145,15528,000760,498
Inter-segment revenue
- - - (13,857)(13,857)
Total revenue
581,962105,38145
,15514,143746,641
Timing of revenue recognition
At a point in time
10,822 - 45,1557,56363,540
Over time
571,140105,381 - 6,580683,101
581,962105,38145,15514,143746,641
Inter-segment revenue relates to intergroup services relating to sports productions provided by OSB until 31 March 2021, when
OSB was sold to NEP Limited (refer note 28).
5. Other Income
Other income consists of:
In NZD 000Notes30-Jun-2130-Jun-20
Government grant R&D tax credit
1,752 1,005
Gain on sale of OSB
285,787 -
RugbyPass provision release
271,476 -
RugbyPass earnout release
273,553 -
Other income
952 -
13,5201,005
Other income: Income not related to revenue from contracts with customers is required to be disclosed separately in the
financial statements and includes investment income, gains or losses on disposal of assets, lessor revenue and other income
not related to customer contracts.
56
Notes to the Consolidated Financial Statements (Continued)
6. Operating Expenses
Profit before tax includes the following separate expenses/(credits):
In NZD 000Notes30-Jun-2130-Jun-20
Depreciation, amortisation and impairment
Depreciation and impairment of property, plant and equipment (1)
1336,35554,698
Amortisation of intangibles
1535,39631,050
Depreciation and impairment of right-of-use assets
1436,24033,570
Total depreciation, amortisation and impairment
107,991119,318
Credit loss
Movement in provision
374319
Net write-off
1,0801,033
Total credit loss
91,4541,352
Fees paid to external auditors
Audit fees paid to principal auditors (2)
589 649
Regulatory reporting
9 3
Non-assurance services by principal auditors
Agreed upon procedures on bank compliance certificate
- 3
Treasury related financial markets risk analysis and commentary
9 35
Scenario analysis of property requirements
- 36
Total fees to external auditors
607726
Employee costs (3)
82,416105,707
Kiwisaver employer contributions
2,1342,304
Donations
187302
Operating lease and rental expenses
922916
(1) T he majority of depreciation and amortisation relates to broadcasting assets (refer note 13).
(2) T he audit fee includes the fee for both the annual audit of the financial statements and the review of the interim financial statements.
(3) T he decrease in employee costs in 2021 is primarily due to one-off redundancy costs of $15.5 million and a Holidays Act 2003 compliance
pr ovision of $3.2 million recognised in the prior year.
Employee entitlements to salaries, wages and annual leave, to be settled within 12 months of the reporting date represent
present obligations resulting from employees services provided up to the reporting date, calculated at undiscounted amounts
based on remuneration rates that the Group expects to pay.
Incentive plans are recognised as a liability and an expense for discretionary short-term incentives (STIs) based on a formula
that takes into account the economic value added by employees during the reporting period. The Group recognises this
provision where contractually obliged or where there is a past practice that has created a constructive obligation.
57
Sky / 2021 Annual Report
7. Earnings Per Share
Basic and diluted earnings/(loss) per share
30-Jun-2130-Jun-20
Profit/(loss) after tax attributable to equity holders of the parent (NZD 000)
47,228(156,979)
Weighted average number of ordinary shares on issue (thousands)
1,746,480656,639
Basic and diluted earnings/(loss) per share(cents)
2.70(23.91)
30-Jun-2130-Jun-20
Issued ordinary shares at the beginning of the year
1,746,279,558389,139,785
Ordinary shares issued on 19 August 2019
- 25,085,408
Ordinary shares issued on 1 November 2019
- 21,801,325
Ordinary shares issued on 21 February 2020
- 200,000
Ordinary shares issued on 2 June 2020
- 998,629,091
Ordinary shares issued on 16 June 2020
- 311,423,949
Ordinary shares issued on 1 March 2021
600,000 -
Total number of shares on issue
1,746,879,5581,746,279,558
Weighted average number of ordinary shares on issue
1,746,480,106 656,638,762
Basic earnings or loss per share
Basic earnings or loss per share is calculated by dividing the profit attributable to equity holders of Sky by the weighted average
number of ordinary shares on issue during the year.
Diluted earnings per share
Diluted earnings or loss per share is calculated by adjusting the weighted average of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. Sky had no dilutive potential ordinary shares during the current or prior period.
58
Notes to the Consolidated Financial Statements (Continued)
8. Taxation
Income tax expense
The total charge for the year can be reconciled to the accounting profit/(loss) as follows:
In NZD 00030-Jun-2130-Jun-20
Profit/(loss) before tax
67,889(146,306)
Prima facie tax expense at 28%
19,009(40,966)
Non-assessible income
(1,268) -
Non-deductible expenses
71049,806
Prior year adjustment
3729
Adjustment for change to building depreciation
153(2,487)
Tax loss not recognised
6111,813
Other
- 2
Effect of foreign tax rates
7562,289
Income tax expense
20,34310,466
Allocated between:
Current tax payable
26,41627,656
Deferred tax
(6,073)(17,190)
Income tax expense
20,343 10,466
As a result of a change in tax legislation enacted on 25 March 2020 with effect from 1 July 2020, the ability to tax depreciate
buildings was reinstated. The change required the restatement of the tax base (representing the future benefit of available tax
deductions) in the 2019/2020 income year. This resulted in a decrease to the deferred tax liability in the prior period of $2,486,958.
Imputation credits
In NZD 00030-Jun-2130-Jun-20
Imputation credits available for subsequent reporting periods based on a tax rate of 28%
161,341 145,963
The above amounts represent the balance of the imputation credit account as at the end of the reporting period adjusted for:
• Imputation credits that will arise from the payment of the amount of the provision for income tax;
• Imputation debits that will arise from the payment of dividends. Availability of these credits is subject to continuity of ownership
requirements.
Current income tax expense
Income tax expense represents the sum of the tax currently payable and deferred tax, except to the extent that it relates
to items recognised directly in other comprehensive income, in which case the tax expense is also recognised in other
comprehensive income. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using the rates
that have been enacted or substantively enacted by the balance date.
59
Sky / 2021 Annual Report
8. Taxation (continued)
Deferred tax assets and (liabilities)
The following are the major deferred tax liabilities and assets and the movements thereon during the current and prior reporting periods.
In NZD 000Notes
Fixed
assets
Leased
assetsOther
Recognised
directly
in equityTo t a l
For the year ended 30 June 2021
At 1 July 2020
(1,899)(6,878)9,348(355)216
Disposal of subsidiaries
28 - 66 - -66
NZ IFRS 9 hedging adjustment recognised
through other comprehensive income
21 - - - (193)(193)
Credited/(charged) to profit and loss
2,7956,591(3,313) - 6,073
Balance at 30 June 2021
896(221)6,035(548)6,162
For the year ended 30 June 2020
At 1 July 2019
(8,178)(15,983)5,271(34)(18,924)
Acquired on acquisition of subsidiaries
28(1,923) - - - (1,923)
NZ IFRS 9 hedging adjustment recognised
through other comprehensive income
21 - - - (321)(321)
Reinstatement of building depreciation
2,487 - - - 2,487
Leased assets under NZ IFRS 16 - retained
earnings impact on transition
3 - 4,194 - - 4,194
Credited/(charged) to profit and loss
5,7154,9114,077 - 14,
703
Balance at 30 June 2020
(1,899)(6,878)9,348(355)216
Certain deferred tax assets and liabilities have been offset as allowed under NZ IAS 12 where there is a legally enforceable right
to set off current tax assets against current tax liabilities and where the deferred tax assets and liabilities are levied by the same
taxation authority.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination,
that at the time of the transaction neither affects accounting nor taxable profit or loss. Deferred income tax is determined
using tax rates that have been enacted or substantively enacted by the balance date and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are
recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences
can be utilised.
Key estimates and judgements
Deferred tax assets are recognised for unused tax losses and other deductible temporary differences to the extent that it is
probable that taxable profit will be available against which the losses and other deductible temporary differences can be utilised.
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised based
upon the likely timing and level of future taxable profits. No deferred tax asset has been recognised in relation to the RugbyPass
accumulated losses of $19,412,000 (30 June 2020: $14,506,000) and Sky Network Services Limited’s (previously Igloo Limited)
accumulated losses of $12,150,000 (30 June 2020: $12,150,000). These tax losses can be carried forward for use against future
taxable profits of both entities subject to meeting the requirements of the income tax legislation in the local tax jurisdiction
including shareholder continuity.
60
Notes to the Consolidated Financial Statements (Continued)
9. Trade and Other Receivables
In NZD 000Note30-Jun-2130-Jun-20
Trade receivables
37,694 40,193
Less provision for loss allowance
(1,272)(898)
Trade receivables - net
36,422 39,295
Other receivables
8,847 6,019
Owing by NEP
28 7,000 -
Prepaid expenses
13,346 11,540
Balance at end of year
65,615 56,854
Deduct receivables not classified as financial assets
1
(13,601)(11,540)
Financial instruments
2652,01445,314
(1) R eceivables not classified as financial instruments include prepaid expenses, tax receivable and facility fees.
Impairment of trade receivables
The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables.
To measure the expected credit losses trade receivables have been grouped based on the shared credit risk characteristics
and the days past due. The expected loss rates are based on the payment profiles of revenue over the prior 24 months and the
corresponding historical credit losses experienced within this period. As a result of the COVID-19 pandemic the Group increased
its expected loss rates due to the uncertain future outlook for its residential and commercial Sky Box customers in FY20.
The ability of these customers to settle receivables in the near future is not currently considered to relate to the historical credit
risk characteristics of those customers.
The impairment of trade receivables as at 30 June 2021 is as follows:
30-Jun-2130-Jun-20
In NZD 000
Gross ImpairmentGross Impairment
Residential subscribers
24,326(1,099)24,383(653)
Commercial subscribers
4,759(32)2,975(58)
Wholesale customers
1,004 - 7,900 -
Advertising
4,680(60)2,894(32)
Other
2,925(81)2,041(155)
37,694(1,272)40,193(898)
61
Sky / 2021 Annual Report
9. Trade and Other Receivables (continued)
As at 30 June, the ageing analysis of trade receivables is as follows:
30-Jun-2130-Jun-20
In NZD 000
Expected
loss rate
Gross
carrying
amount
Loss
allowanceIn NZD 000
Expected
loss rate
Gross
carrying
amount
Loss
allowance
Not past due
0.2% 31,483 75
Not past due
0.2% 34,735 71
Past due 0-30 days
2.3%3,83287
Past due 0-30 days
2.2%3,56680
Past due 31-60 days
7.3%1,07579
Past due 31-60 days
6.4%93760
Past due 61-90 days
55.8%557311
Past due 61-90 days
53.7%406218
Greater than 90 days
96.4%747720
Greater than 90 days
85.4%549469
37,6941,27240,193898
Movements in the provision for impairment of receivables were as follows:
In NZD 000Note30-Jun-2130-Jun-20
Opening balance
898 579
Charged during the year
6 1,454 1,352
Utilised during the year
(1,080)(1,033)
Closing balance
1,272 898
The provision charged and the amount utilised for impaired receivables has been included in subscriber related costs in profit or
loss. Amounts charged to the allowance account are generally written off when there is no expectation of receiving additional cash,
usually ninety days after a customer has been disconnected. The maximum exposure to credit risk at the reporting date is the fair
value of each class of receivable. The Group holds collateral of $1.2 million (30 June 2020: $1.2 million) in the form of deposits for
Sky Box customers.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment. Collectability of trade receivables is reviewed on an on-going basis.
Debts which are known to be uncollectible are written off. An impairment loss is recognised based on expected credit losses for
each trade receivable group.
62
Notes to the Consolidated Financial Statements (Continued)
10. Programme Rights Inventory
In NZD 000Note30-Jun-2130-Jun-20
Opening balance
115,67289,458
Acquired as part of acquisition of RugbyPass and Lightbox
28 - 9,517
Settled by issue of shares to NZ Rugby Union
20 - 15,436
Acquired during the year
1
266,348 282,097
Written off during the year
(7,466)(3,240)
Charged to programming expenses
(271,400)(277,596)
Balance at end of year
103,154115,672
(1) Prior year acquired programme rights have been amended due to a reclassification as described in note 3.
Programme rights inventories for broadcast are stated at the lower of cost and net realisable value, and net of the
accumulated expense charged to the income statement to date. Such programming rights are included as inventories when
the legally enforceable licence period commences and all of the following conditions have been met: (a) the cost of each
programme is known or reasonably determinable; (b) the programme material has been accepted by the Group in accordance
with the conditions of the rights; and (c) the programme is available for its first showing.
Prior to being included in inventories, the programming rights are classified as television programme rights not yet available
for transmission and not recorded as inventories on the Group’s balance sheet and are instead disclosed as contractual
commitments (refer note 30).
The cost of television programme inventories is recognised as programming rights in the income statement, over the period
the Group utilises and consumes the programming rights, applying linear-broadcast and time-based methods of amortisation
depending on the type of programme right, taking into account the circumstances primarily as described below.
These circumstances may change or evolve over time and, as such, the Group regularly reviews and updates the method used
to recognise programming expense.
• Sports – the majority or all of the cost is recognised in the income statement on the first broadcast or, where the rights are
for multiple seasons or competitions, such rights are recognised principally on a straight-line basis across the contracted
broadcast period or season.
• Movies – the cost is recognised in the income statement on an “as played” basis over the period for which the broadcast
rights are licensed.
• Pass through channels – the cost is amortised in the month of activity.
• Entertainment streaming content is amortised on a straight-line basis over the licence period.
The Group regularly reviews its programming rights for impairment. Where programme broadcast rights are surplus to the
Group’s requirements, and no gain is anticipated through a disposal of the rights, or where the programming will not be
broadcast for any other reason, a write-down to the income statement is made. Any reversals of inventory write-downs are
recognised as reductions in operating expense.
Key estimates and judgements
The COVID-19 pandemic has resulted in uncertainty around the valuation and amortisation of sports rights specifically
in relation to the value of major sports competitions. Some competitions have been delayed or postponed. As at 30 June
2021 it is still not clear when and if certain sports events will take place, and as a consequence, management have exercised
judgement in assessing the value of programming rights at year end and the estimated amortisation of rights costs. Where
the Group has negotiated an equitable reduction due to COVID-19 prior to balance date on contracted payments for certain
sports rights where content has been prepaid but not delivered or where content has been contracted for but will not be
delivered, the amortisation expense has been adjusted accordingly.
63
Sky / 2021 Annual Report
11. Trade and Other Payables and Contract Liabilities
In NZD 000Notes30-Jun-2130-Jun-20
Trade payables
83,710 94,009
Deferred consideration
28 - 10,522
Employee entitlements
10,560 7,307
Tax payables
7,377 13,750
Accruals
31,119 41,159
Provisions
1
27 5,887 11,124
Balance at end of year
138,653 177,871
Current
137,077 177,871
Two to five years
1,576 -
138,653 177,871
Less
Payables not classified as financial instruments
2
(23,824)(32,181)
Financial instruments
25114,829145,690
(1) Prior year provisions have been amended due to a reclassification as described in note 3.
(2) T ax payables, provisions and employee benefits do not meet the definition of a financial instrument and have been excluded from the
“ Trade and other payables” category.
Trade and other payables, other than contingent consideration which is measured at fair value, are initially measured at fair value
and are subsequently measured at amortised cost using the effective interest method.
Contract liabilities
IN NZD 00030-Jun-2130-Jun-20
Deferred revenue
52,267 51,180
Contract liabilities of $51,180,000 were released during the year (30 June 2020: $54,396,000).
Contract liabilities are not classified as financial instruments.
Contract liabilities are recognised for payments received from customers in advance and are recognised in revenue over
the service period. Sky invoices customers in advance for both residential and commercial subscriptions. Contract liabilities
recognised at the end of the financial year are recognised as revenue in the following year.
64
Notes to the Consolidated Financial Statements (Continued)
12. Assets Held for Sale
On 15 May 2021 the Sky land and buildings known as Studios 2 and 3 were listed for sale. Sky announced its intention to sell on the
NZX on 26 March 2021. As at 30 June 2021 a sale had not yet been completed and the land and buildings were classified as held
for sale in the financial statements. The assets held for sale have been reported at their book value.
The Board continues to assess the strategy relating to the Mt Wellington property portfolio, including Studios 2 and 3, but also
options relating to the land and buildings known as Studio 1.
On 11 February 2020, the Board made the decision to dispose of the assets of Outside Broadcasting Limited (OSB) a subsidiary
of Sky. As at 30 June 2020 the assets were classified as held for sale in the financial statements. Assets and liabilities held for sale
have been reported at their book values. OSB was part of the Sky operating segment until the sale of the assets was completed at
31 March 2021 (refer note 28).
In NZD 000Note30-Jun-2130-Jun-20
Assets
Property, plant and equipment (net)
1313,4367,245
Right-of-use assets (net)
14 - 1,122
Assets held for sale
13,4368,367
Liabilities
Employee entitlements
-235
Short term lease liabilities
18-349
Long term lease liabilities
18-1,017
Liabilities associated with assets held for sale
-1,601
The movements in assets held for sale are:
In NZD 000
Property, plant
and equipment
Right-of-use
assets
Other
assets
Lease
liabilities
Other
liabilitiesTo t a l
Balance at 1 July 2020
7,2451,122 - (1,366)(235)6,766
Depreciation
(53)(193) - - - (246)
Lease repayments
- - - 209 - 209
Employee accruals
adjustment
- - - - 235 235
Additions
13,436 - 1,133 - - 14,569
Disposals (note 28)
(7,192)(929)(1,133)1,157 - (8,097)
Balance at 30 June 202113,436 - - - - 13,436
65
Sky / 2021 Annual Report
13. Property, Plant and Equipment
In NZD 000
Land, buildings
& leasehold
improvements
Broadcasting
& studio
equipment
Decoders &
associated
equipment
Capitalised
installation
costs
Other
plant &
equipment
Projects
under
development
1
To t a l
1
For the year ending 30 June 2021
Cost
Balance at 1 July 2020
70,763 100,645 304,083 251,921 92,542 2,386 822,340
Transfer between categories
(222)8,709- 32 (10,108)(1,532)(3,121)
Assets held for sale (note 12)
(19,701) - - - - - (19,701)
Additions
1,1221,4682,03014,8465,37981225,657
Disposals
(8,163)(104)(52,058)(21,621)(9,986) - (91,932)
Balance at 30 June 2021
43,799110,718254,055245,17877,8271,
666733,243
Accumulated depreciation
Balance at 1 July 2019
28,52299,868296,107209,89363,365 - 697,755
Transfer between categories
- 747(3)19(3,885) - (3,122)
Depreciation for the year
2,371 2,555 3,703 19,843 7,883 - 36,355
Assets held for sale (note 12)
(6,265) - - - - - (6,265)
Disposals
(7,911)(104)(52,057)(21,621)(9,979) - (91,672)
Balance at 30 June 2021
16,717103,066247,750208,13457,384 - 633,051
Net book value
at 30 June 2021
27,0827,6526,30537,04420,4431,666100,192
For the year ending 30 June 2020
Cost
Balance at 1 July 2019
70,011 144,811 321,242 261,914 89,091 9,440 896,509
Acquired as part of the
acquisition of RugbyPass
and Lightbox
- - - - 385 - 385
Transfer between categories
(2,408)(78) - - 2,486 - -
Transfer from projects
937 1,676 - - 4,663 (9,440)(2,164)
Assets held for sale (note 12)
(196)(48,942) - - (6,485)(52)(55,675)
Additions
2,4193,68168112,5975,6542,43827,470
Disposals
- (503)(17,840)(22,590)(3,252) - (44,185)
Balance at 30 June 2020
70,763100,645304,083251,92192,5422,386822,340
Accumulated depreciation
Balance at 1 July 2019
26,267136,325298,351209,01263,337733,292
Depreciation for the year
2,380 6,460 15,586 23,471 6,801 - 54,698
Assets held for sale (note 12)
(125)(42,414) - - (5,891) - (48,430)
Disposals
- (503)(17,830)(22,590)(882) - (41,805)
Balance at 30 June 2020
28,52299,868296,107209,89363,365 - 697,755
Net book value
at 30 June 2020
42,2417777,97642,02829,1772,386124,585
(1) T he prior year closing balances have been updated to exclude $33.4 million of fully depreciated projects under development for both cost and
accumulated depreciation. The net effect on the opening net book value is nil.
66
Notes to the Consolidated Financial Statements (Continued)
13. Property, Plant and Equipment (continued)
Land, buildings, and leasehold improvements at 30 June 2021 includes land with a cost of $2,625,000 (30 June 2020: $8,820,000).
The land and buildings identified as Studios 2 and 3 were listed for sale on 15 May 2021 and have been classified as held for
sale in the financial statements (refer note 12). Depreciation related to broadcasting assets (including decoders and capitalised
installation costs) of $26,101,000 (30 June 2020: $45,527,000) accounts for the majority of the total depreciation charge.
Due to immateriality of the remaining depreciation, no allocation of deprecation has been made across expense categories in
the consolidated statement of comprehensive income.
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except land which
is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.
Capitalised installation costs are represented by the cost of satellite dishes, installation costs and direct labour costs.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items of property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be
measured reliably. The cost of additions to plant and other assets constructed by the Group consist of all appropriate costs of
development, construction and installation, comprising material, labour, direct overhead and transport costs. For qualifying
assets directly attributable interest costs incurred during the period required to complete and prepare the asset for its
intended use are capitalised as part of the total cost. All other costs are recognised in profit or loss as an expense is incurred.
Additions in the current year include $207,450 of capitalised labour costs (30 June 2020: $2,064,000). Additions for 30 June
2020 also included $205,000 of capitalised interest.
Projects under development comprise expenditure on partially completed assets. The projects include items of property,
plant and equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset
categories and depreciation or amortisation commences.
Costs may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency
purchases of property, plant and equipment.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and recognised in other costs.
Depreciation
Property, plant and equipment are depreciated using the straight-line method so as to allocate the costs of assets to their
residual values over their estimated useful lives as follows:
Leasehold improvements 5-50 years
Buildings 50 years
Broadcasting and studio equipment 5-10 years
Decoders and other customer premises equipment 4-5 years
Other plant and equipment 3-10 years
Capitalised installation costs 5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
Key estimates and judgements
The estimated life of technical assets such as decoders and other broadcasting assets is based on management’s best
estimates. Changes in technology may result in the economic life of these assets being different from that estimated
previously. The Board and management regularly review economic life assumptions of these assets as part of management
reporting procedures.
67
Sky / 2021 Annual Report
14. Right-Of-Use Assets
In NZD 000TransmissionPropertyEquipmentMotor vehiclesTo t a l
Right-of-use assets
Balance at 1 July 2020
79,4329,5977,58720596,821
Additions
652-5,181-5,833
Lease modification
-(1,794)4,0351782,419
Terminations
-(2,696)(1,719)(146)(4,561)
Depreciation & impairment
(27,388)(1,655)(7,066)(131)(36,240)
Balance at 30 June 2021
52,6963,4528,01810664,272
Right-of-use assets
Transition balance on 1 July 2019
61,8987,6028,03842477,962
Reclassify assets relating to finance
leases previously recognised
- - 2,387 - 2,387
Held for sale (note 12)
- (1,029) - (93)(1,122)
Additions and lease modification
42,875 5,6283,5042152,028
Terminations
- (864) - - (864)
Depreciation
(25,341)(1,740)(6,342)(147)(33,570)
Balance at 30 June 2020
79,4329,5977,58720596,821
A review of Sky’s property portfolio has resulted in a reassessment of some of its property leases resulting in cancelling the lease or
shortening the lease term.
Due to COVID-19 some lessors have provided the Group with lease concessions by way of reduction or postponement of monthly
payments, for periods of up to three months. These concessions have not resulted in any changes in either the lease asset or the
lease liability (refer note 18). The value of lease concessions received is $29,000 (30 June 2020: $309,000) for property leases and
nil (30 June 2020: $440,000) for equipment leases. These are recorded as a deduction from operating expenses.
Right-of-use assets are measured at cost which includes the initial measurement of the lease liability, plus any lease payment
made before the commencement date, initial direct costs and restoration costs less any lease incentives received. Right-of-use
assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
The Group leases various premises, transmission equipment, motor vehicles and sundry equipment. Rental contracts vary
between one and five years with some office leases containing renewal options. The Group has incorporated renewal options
into the lease term where it is reasonably certain that the lease will be extended.
68
Notes to the Consolidated Financial Statements (Continued)
15. Intangible Assets
In NZD 000NotesSoftware
Other
intangibles
Projects under
developmentTo t a l
For the year ending 30 June 2021
Cost
Balance at 1 July 2020
181,7429,0579,291 200,090
Transfer between categories
-(369) - (369)
Transfer from projects under development
8,907 - (8,907) -
Acquired as part of the acquisition of
Sports Analytics
12192 - 204
Additions
24,150 - 1,264 25,414
Disposals
(9,788)(1,597) - (11,385)
Balance at 30 June 2021
205,0237,2831,648213,954
Accumulated amortisation
Balance at 1 July 2020
130,7512,783 - 133,534
Transfer between categories
-(369) - (369)
Amortisation for the year
33,3252,071 - 35,396
Disposals
(9,488)(820) - (10,308)
Balance at 30 June 2021
154,5883,665 - 158,253
Net book value at 30 June 2021
50,4353
,6181,64855,701
For the year ending 30 June 2020
Cost
Balance at 1 July 2019
151,8891,083 - 152,972
Acquired as part of the acquisitions
287,9957,974 - 15,969
Transfer from projects under development
132,164 - - 2,164
Additions
19,697 - 9,291 28,988
Disposals
(3) - - (3)
Balance at 30 June 2020181,7429,0579,291200,090
Accumulated amortisation
Balance at 1 July 2019
101,4241,063 - 102,487
Amortisation for the year
29,3301,720 - 31,050
Disposals
(3) - - (3)
Balance at 30 June 2020
130,7512,783 - 133,534
Net book value at 30 June 2020
50,9916,2749,29166,556
Software development costs recognised as assets are amortised on a straight-line basis over their estimated useful lives
(generally three to five years).
Direct costs associated with the development of broadcasting and business software for internal use are capitalised where it
is probable that the asset will generate future economic benefits. Capitalised costs include external direct costs of materials
and services consumed and direct payroll-related costs for employees (including contractors) directly associated with the
project and interest costs incurred during the development stage of a project. Additions in the current year to software include
$9,498,000 of accumulated capitalised labour costs (30 June 2020: $9,432,000), $6,975,000 of which were incurred in the
current year (30 June 2020: $7,956,000) and $242,000 of capitalised interest (30 June 2020; $513,000).
Projects under development comprise expenditure on partially completed assets. The projects include items of property, plant
and equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset categories
and depreciation or amortisation commences.
Key estimates and judgements
Assets that are subject to amortisation and depreciation are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value-in-use.
69
Sky / 2021 Annual Report
16. Goodwill
In NZD 000Notes30-Jun-2130-Jun-20
Opening balance
256,312395,331
Acquisition of subsidiary
28 - 38,481
Disposal of OSB
28(1,067) -
Impairment
- (177,500)
Closing balance
255,245 256,312
Assets that have an indefinite useful life are not subject to amortisation and are tested at each reporting date for impairment
and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment
tests are performed by assessing the recoverable amount of each individual asset or cash generating unit (CGU). The
recoverable amount is determined as the higher amount calculated under a value-in-use or a fair value less costs of disposal
calculation. Both methods utilise pre-tax future cash flows which are included in the Group’s five-year business plan.
Goodwill represents the excess of the cost of acquisition over the fair value of the Group’s share of the net identifiable assets,
liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition and the fair value of the non-controlling
interest in the acquired subsidiary. Prior to 30 June 2020 the goodwill balance had been allocated to the Group’s single
reportable segment. The majority of goodwill arose as a result of the acquisition of Sky by Independent Newspapers Limited
(INL) in 2005. Subsequent acquisitions have resulted in increases to goodwill, including in August 2019 with the acquisition of
RugbyPass and associated goodwill of $38.5 million (refer note 28).
From the year ended 30 June 2020, RugbyPass has been reported as a separate CGU, albeit it continues to be included as part
of the Group’s single reportable segment (refer note 4). Subsequent to the December 2019 reporting date, the Board had
reassessed their view of the Group’s CGUs and determined that the separation of Sky and RugbyPass into individual CGUs
represented the lowest level for which there are separately identifiable cash inflows largely independent of the cash inflows
from other assets. This reassessment was largely driven by COVID-19 and the uncertainty it caused in the global sporting
rights market. This uncertainty had led the Board to pivot the RugbyPass strategy away from content rights monetisation
through streaming to the monetisation of its audience reach and self-generated content through advertising, sponsorship
and lower priced subscriptions. This meant the forecast revenue model for RugbyPass largely differed from that of Sky’s which
continued to primarily be subscriber-based content rights monetisation. In 2021 the Group sold the streaming business of
RugbyPass to Premier Sports Ltd (refer note 28).
In separating out the RugbyPass CGU from Sky’s, all of the RugbyPass acquisition goodwill of $38.5 million was allocated
to the RugbyPass CGU as it was management’s view that, in conjunction with the factors described above, the existing Sky
business had not received any material synergy benefits from the acquisition of RugbyPass. This goodwill was subsequently
impaired by $27.5 million at 30 June 2020.
On 31 March 2021 the Group disposed of Outside Broadcasting Limited (OSB) (refer note 28). NZ IAS 36 requires that any
goodwill associated with an operation that has been disposed must also be disposed of.
In performing impairment testing, if the carrying values exceed the recoverable amounts of the CGU, then the goodwill
allocated to each of these units is considered to be impaired and an impairment expense is recognised in the income statement.
The recoverable amounts of both CGUs for the year ended 30 June 2021 have been determined based on fair value less cost of
disposal calculations using the discounted cash flow (DCF) model. Calculations for the year ended 30 June 2020 were completed
by an independent third-party valuer, and for the year ending 30 June 2021 management has utilised the same valuation
approach and model used by the independent valuer with updated assumptions including some changes to revenue and cost
assumptions. This valuation methodology uses level three inputs in terms of the fair value hierarchy in NZ IFRS 13.
The fair value less cost of disposal calculations include benefits of future changes to the cost structure as the Group leverages
new technologies and continues to refine its operating models. For RugbyPass, it also includes the impacts of the change in
strategy. Some of these changes would not be included if value-in-use calculations were used to determine the recoverable
amounts of the CGUs and therefore fair value less cost of disposal calculations leads to the highest recoverable amounts for
both CGUs.
Key estimates and judgements
The determination of CGUs and the allocation of goodwill to these CGUs requires a degree of judgement by management and
this has been outlined above.
The forecasts used in impairment testing also requires assumptions and judgements about the future, such as discount
rates, terminal growth rates, forecast revenues, and assumptions around programming rights, and other costs and capital
expenditure to which the impairment models are very sensitive, and which are inherently uncertain. Actual results may differ
materially from those forecast or implied. The forecasts are not, and should not be read as, a forecast of, or guidance as to,
the future financial performance and earnings of the Group.
70
Notes to the Consolidated Financial Statements (Continued)
16. Goodwill (continued)
Cash flows over the forecast period (FY22 to FY26)
Forecast cash flows are prepared based on management’s current expectations, with consideration given to internal information
and relevant external industry data and analysis. The cash flow assumptions reflect the Group’s growth ambitions which are
included in the latest Board approved five-year plan.
In determining the cash flows for the five-year business plan, the Group acknowledges that there continues to be ongoing
uncertainties surrounding factors such as:
• the ongoing uncertainty caused by the COVID-19 pandemic;
• the quantum and timing of subscription revenues including expected acquisition and retention rates for streaming and Sky Box
customers;
• timing of live sports across the various sporting codes and delivery of rights according to contract, or delivery of equivalent
content, and assumptions around the cost of renewing key rights agreements in the future;
• formalising agreements for equitable cost reductions for sports rights which have been impacted by Covid-19 and/or other
commercial factors; and
• expansion of content delivery by means other than satellite, specifically the launch of broadband services.
While the core strategy and direction of the business remains broadly the same as the previous five-year plan, which was the basis
of the impairment testing at 30 June 2020 and was prepared during the early stages of the COVID-19 pandemic, the latest Board
approved plan reflects changes in the business since that time, as well as areas where there has been a shift in focus, such as:
• the better than expected trading performance for the year ended 30 June 2021;
• a more positive outlook for Sky Box, reflecting the focus on stabilising and then growing subscriber numbers, as evidenced by the
favourable trends and outlook for customer acquisitions and churn as compared to assumptions made twelve months ago in the
heightened uncertainty of the early stages of COVID-19;
• a less aggressive, but still ambitious, growth outlook in streaming;
• changes to sport and entertainment costs to reflect new and/or revised rights deals (e.g. securing the long-term partnerships
with NRL and New Zealand Rugby League) and revised assumptions around content renewals in the future;
• a refined broadband plan reflecting the proposition that was recently launched in market;
• the disposal of the RugbyPass streaming business in January 2021 (refer note 28), with a resulting revision of the RugbyPass
forecasts; and
• other structural changes e.g. the sale of the Outside Broadcasting business.
Valuation approach
Management has performed a roll-forward of the 2020 independent valuation, based on the latest Board approved five-year plan,
and used the same discount rates and terminal growth rates as the 2020 valuation, other than for broadband (which is part of
the Sky CGU) whereby the discount rate has been reduced to reflect the recent launch of the broadband proposition into market
during the last quarter of the 2021 financial year.
71
Sky / 2021 Annual Report
16. Goodwill (continued)
Key cash flow assumptions include the following:
Sky CGU
Residential Sky Box and streaming revenues have been forecast based on management’s current expectations of subscriber
numbers and average revenues per user (ARPU). In forming these expectations, management has referenced past churn and
acquisition performance, and factored in management interventions and planned growth strategies, specifically plans for a new
set top box, initiatives focused on customer retention and loyalty, and for streaming, continued growth following the merger of the
Lightbox platform with Neon, and the repositioning of Sky Sport Now to increase its appeal to customers.
Broadband revenues represent a new revenue stream for Sky following its launch in the 2021 financial year and are estimated
based on management’s expectations of Sky’s market penetration with reference to relevant industry data and Sky’s expected
ARPU.
Programming expenses include both programming rights and programming costs. Programming rights expenses have been
forecast with reference to contractual arrangements for content currently in place and management’s expectations of future
renewal of content arrangements. Management assumes the continuity of rugby content supply as envisioned in the short form
agreements (“NZR Agreements”) entered into by Sky, SANZAAR and NZ Rugby in October 2019. The parties continue to negotiate
relevant updates to the NZR Agreements reflecting changes to rugby content and competitions as a result of restrictions arising
from COVID-19 or as mutually agreed by the contractual parties. Management has assumed that sufficient volume and quality of
rugby content will be delivered for the length of the contracted period and that the applicable contracted payments will be made.
Programming costs largely comprise of sports production costs and are forecast with reference to the latest sporting calendar and
management’s expectations of future events and renewal assumptions.
Broadcasting and infrastructure expenses are forecast with reference to historical trends with assumed cost savings as Sky
continues to refine its operational activities through a period of transformational change and right-sizes its cost base.
RugbyPass CGU
Future RugbyPass revenues and costs are estimated with reference to comparable content generation, subscription, and
marketing businesses leveraging RugbyPass’ existing industry and user relationships, audience reach and content engagement.
Capital expenditure
Within both CGUs is forecast with reference to revenue consistent with historical trends and the changing nature of the Group’s
asset base.
Discount rates and terminal growth rates
The terminal growth rates and discount rates used in the 30 June 2021 impairment assessment calculations (and the equivalent
assumptions for 30 June 2020) are detailed below. Costs of disposal are assumed to be 1% (30 June 2020: 1%) of enterprise value.
30-Jun-21
30-Jun-20
Sky CGURugbyPass CGU
Sky CGURugbyPass CGU
Terminal growth rate
1.4%2.0%1.4%2.0%
Discount rate (post-tax)
14.3%35.0%15.3%35.0%
Discount rate (pre-tax)
19.9%48.6%21.3%48.6%
The 1.4% terminal growth rate for the Sky CGU takes into account the surety of content supply from entering into long term
content supply agreements in the current financial year, the changing balance of future revenues with streaming and other
subscription revenue that are likely to more than offset the decline of residential Sky Box revenues. Any risks of not achieving long
term growth rate have been adequately factored into the discount rate.
The discount rates represent the current assessment of the risks specific to each CGU, considering the time value of money and
risks of achieving the cash flow estimates. The discount rate calculation is based on the specific circumstances of the CGUs and is
derived from its weighted average costs of capital (WACC).
72
Notes to the Consolidated Financial Statements (Continued)
16. Goodwill (continued)
Conclusion
As outlined in note 3, Management and the Directors have assessed the recoverable amounts for each CGU, and also considered
whether there are any events or changes in circumstances that may indicate impairment, and concluded that no impairment of
goodwill is required at 30 June 2021 for both CGU’s.
30-Jun-21
30-Jun-20
In NZD 000Notes
Sky CGURugbyPass CGU
Sky CGURugbyPass CGU
Opening balance
245,33110,981395,331-
Acquisition of RugbyPass
28---38,481
Impairment
--(150,000)(27,500)
Disposal of OSB
28(1,067)---
Closing balance
244,26410,981245,33110,981
Sensitivities
The impact of planned new product offerings, proposed price changes and market changes arising from competition make it
difficult to estimate subscriber numbers with a high degree of accuracy and therefore there is significant uncertainty in the level
of future subscriber numbers. Actual results may be materially different from the plan due to changes in the key assumptions,
in particular changes in the quality, pricing or retention of key content contracts, the continued uncertainty regards Covid-19,
subscriber numbers and ARPU could give rise to impairment of goodwill.
The key forecast cash flow assumptions by CGU are outlined in the following table. For each key assumption management has
identified what a reasonable possible change may be, based on expected ranges which would significantly impact the recoverable
amount. The expected impacts on the CGU recoverable amount which result from a sensitivity to subscribers also captures the
change in the directly attributable variable costs caused by the increase/decrease to subscribers. The expected impact on the CGU
recoverable amount from the cost sensitivities do not capture any changes in revenue which may result if costs were to increase/
decrease.
Expected impact on CGU recoverable amount
Sensitivity
Upside $millionDownside $million
Sky CGU
Residential Sky Box revenues+/-10% change to subscribers
1
230.2 (230.2)
+/-10% change to ARPU
1
379.3 (379.3)
Streaming revenues+/-10% change to subscribers
43.8 (44.3)
+/-10% change to ARPU
60.0 (60.6)
Sky CGU costs+/-20% change to programming cost renewals
1
368.9 (368.9)
+/-1% change to capex as % of revenue
77.1 (77.1)
DCF assumptions+/-2% change to discount rate
143.2 (95.3)
+/-1% change to terminal growth rate
46.4 (38.0)
RugbyPass CGU
Revenues+/-10% change to revenue
1.4 (1.4)
DCF assumptions+/-10% change to discount rate
11.3 (5.5)
+/-1% change to terminal growth rate
0.4 (0.3)
(1) F or the most material forecast cashflow assumptions, namely Sky Box subscriber numbers, Sky Box ARPU and programming cost renewals,
the sensitivity levels at which goodwill headroom reduces to nil are: Sky Box subscribers numbers (6.6)%, Sky Box ARPU (4.0)%, and programming
c ost renewals 8.2%. For other sensitivities shown the reasonably possible changes would not result in an impairment.
Market capitalisation comparison
The Group compares the carrying amount of net assets with its market capitalisation value at each reporting balance date.
The share price as at 30 June 2021 was $0.174 equating to a market capitalisation of $303.9 million, and the share price on the
day the financial statements were signed was 16.2 cents equating to market capitalisation of $283.0 million. This market value
excludes any control premium and may not reflect the value of the Group’s net assets. The carrying amount of the Group’s net
assets as at 30 June 2021 was $423.5 million ($0.24 per share). Management and the Directors have considered the market
capitalisation and net assets and concluded that there is no impairment.
73
Sky / 2021 Annual Report
17. Borrowings
30-Jun-2130-Jun-20
In NZD 000CurrentNon-currentTo t a lCurrentNon-currentTo t a l
Borrowings
1
1,137 1,035 2,172 9701,8832,853
Bonds
- - - 99,795 - 99,795
1,137 1,035 2,172 100,765 1,883 102,648
(1) Borrowings include third-party loans.
Bank loans
On 2 July 2020, the Group signed a renegotiated bank facility with a syndicate of banks comprising Bank of New Zealand,
Commonwealth Bank of Australia and Westpac New Zealand Limited securing a facility of $200 million ending on 31 July 2023.
The facility arrangements (together with certain hedging arrangements) take the benefit of shared security granted by certain
members of the Group, including:
(i) a general security deed granted by each of Sky Network Television Limited, RugbyPass Limited, Sky Network
Services Limited, Outside Broadcasting Limited;
(ii) real property mortgages granted over certain real property interests of Sky Network Television Limited; and
(iii) a spectrum mortgage granted over certain spectrum.
As is customary for facilities of this nature, the loan facility is subject to certain covenant clauses whereby the Group is required to
meet certain key financial ratios and other performance indicators.
There have been no breaches of covenant clauses and no breaches are anticipated within the next 12 months.
Bank overdrafts of $1,511,000 (30 June 2020; $1,902,000) have been set off against cash balances.
Bonds
On 31 March 2014 the Group issued bonds for a value of $100 million. The bonds were fully repaid on 31 March 2021.
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in profit or loss over the period of the borrowings, using the effective interest method. Borrowings are classified
as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
the balance date.
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less. Bank overdrafts
that are repayable on demand and which form an integral part of the Group’s cash management are included as a component
of cash and cash equivalents for the purpose of the statement of cash flows.
Bonds are recognised initially at fair value less costs of issue. Costs of issue are amortised over the period of the bonds.
Subsequent to initial recognition, bonds are stated at amortised cost with any difference between cost and redemption value
being recognised in profit or loss over the period of the bonds, using the effective interest method.
74
Notes to the Consolidated Financial Statements (Continued)
17. Borrowings (continued)
Changes in liabilities arising from financing activities
In NZD 0001 July 2020
Adoption
NZ IFRS 16AdditionsRepaymentFeesReclass
Other
1
movements 30 June 2021
Current liabilities
Third party loan
970 - - (1,171) - 1,137 201 1,137
Bonds
99,795 - - (100,000)205 - - -
Lease liabilities
36,562 - - - - 2,512 - 39,074
Non- current liabilities
Borrowings
(289) - - - 88-201 -
Third party loan
2,172 - - - - (1,137) - 1,035
Lease liabilities
73,303 - 5,181(37,503) - (2,512)(2,168)36,301
212,513 - 5,181(138,674)293 - (1,766)77,547
In NZD 0001 July 2019
Adoption
NZ IFRS 16AdditionsRepaymentFeesReclass
Other
1
movements 30 June 2020
Current liabilities
Third party loan
1,093 - - (1,093) - 970 - 970
Bonds
- - - - - 99,795 - 99,795
Finance lease
608 - - - - (608) - -
Lease liabilities
- - - - - 36,562 - 36,562
Derivatives - Interest rate
631 - - - - - (631) -
Non- current liabilities
Borrowings
87,356 - 119,000(207,000)212143 - (289)
Third party loan
3,287 - - - - (1,115) - 2,172
Finance lease
1,796 - - - - (1,796) -
Lease liabilities
- 95,35752,028(36,901) - (34,156)(3,025)73,303
Bonds
99,522 - - - 273(99,795) - -
Derivatives - Interest rate
(11) - - - - - 11 -
194,28295,357171,028(244,994)485 - (3,645)212,513
(1) O ther movements include, exchange differences, and changes in fair value.
75
Sky / 2021 Annual Report
18. Lease Liabilities
This note provides information for leases where the Group is a lessee.
In NZD 000TransmissionPropertyEquipment
Motor
vehiclesTo t a l
For the year ending 30 June 2021
Balance at 1 July 2020
91,43810,6887,532207109,865
Additions for the period
--5,181-5,181
Lease modifications and terminations
10(4,503)2,33731(2,125)
Add interest for period
2,658424384113,477
Less repayments
(30,971)(2,594)(7,275)(140)(40,980)
Foreign currency revaluation
237-(280)-(43)
Balance at 30 June 2021
63,3724,0157,87910975,375
Current
32,6941,4924,8157339,074
Two to five years
30,6782,5233,0643636,301
Balance at 30 June 202163,3724,0157,87910975,375
For the year ending 30 June 2020
Transition balance on 1 July 2019
75
,3538,9548,21142692,944
Reclassification of finance leases previously recognised
- - 2,413 - 2,413
Additions for the period
42,8755,6283,5042152,028
Add interest for period
2,258550530193,357
Lease terminations
- (913) - - (913)
Held for sale (note 11)
- (1,270) - (96)(1,366)
Less repayments
(30,459)(2,261)(7,375)(163)(40,258)
Foreign currency revaluation
1,411 - 249 - 1,660
Balance at 30 June 2020
91,43810,6887,532207109,865
Current
29,8281,9794,6579836,562
Two to five years
61,6107,9812,87510972,575
More than five years
- 728 - - 728
Balance at 30 June 202091,43810,6887,532207109,865
Short term leases costs included in expenses in the consolidated statement of comprehensive income are $3,172,000 (30 June 2020:
$6,471,000). Several leases were terminated or assigned to other parties during the period resulting in a lease gain of $197,000
(30 June 2020; $50,000) which is recorded in other income in the consolidated income statement.
On 29 June 2020 the Group agreed a variation of its satellite lease with Optus which extended the lease period until the launch of
a new satellite which is expected to be between 31 December 2023 and 31 May 2024. The lease also alters the payment profile of
the transponders and allows the Group to utilise between five and seven transponders. The variation has been treated as a lease
modification which increased lease assets and lease liabilities by a value of $42,875,000.
The Group leases various properties, transmission equipment, motor vehicles and sundry equipment. Rental contracts vary
between one and five years with some office leases containing renewal options. Sky has incorporated renewal options into the
lease term where it is reasonably certain that the lease will be extended.
76
Notes to the Consolidated Financial Statements (Continued)
18. Lease Liabilities (continued)
For higher value contracts the Group adjusts the borrowing rate after considering the effect of the lease term, the currency and
value of the lease, any security given, and the economic environment in which the Group operates.
For leases where there are renewal options the lease payments may change. When lease payments are adjusted, the lease liability
is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost.
The finance cost is charged to profit or loss over the lease period.
Key estimates and judgements
Determining the lease term
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise
a renewal option. Renewal options are only included in the lease term if the option is reasonably certain to be exercised.
Most of the Group’s property leases contain renewal options, and generally where it is likely that these options will be
exercised, they have been included in the calculation of the lease liability. Management reassesses the likelihood of exercising
termination options at each reporting date or when there is any significant change in circumstances. Any changes in the lease
term or value affect the valuation of the liability and the right-of-use asset and are adjusted accordingly.
A change in the strategic direction of Sky has resulted in a reassessment of some of its property leases resulting in cancelling the
lease or shortening the lease term. This has resulted in a reduction in the lease liability and right-of-use asset (refer note 14), with
the resulting loss being recorded as an impairment charge.
The COVID-19 pandemic resulted in some lessors providing the Group with lease concessions for periods of up to three
months. These concessions have not resulted in any changes in either the lease asset or the lease liability (refer note 14).
The value of lease concessions received is $29,000 (30 June 2020; $749,000). These are recorded as a deduction from
operating expenses.
77
Sky / 2021 Annual Report
19. Finance Costs, Net
In NZD 00030-Jun-2130-Jun-20
Finance income
Interest income
(226)(161)
Finance expense
Interest expense on bank loans
3,0365,952
Interest expense on bonds
4,6886,155
Lease interest
3,5273,357
Amortisation of bond costs
205273
Bank facility finance fees
485283
Total interest expense
11,94116,020
Unrealised exchange (gain)/loss - foreign currency payables
(2,510)401
Unrealised exchange loss - foreign currency hedges
1,8541,552
Realised exchange gain - foreign currency payables
(523)(4,073)
10,53613,739
Interest income is recognised on a time-proportion basis using the effective interest method, which is the rate that exactly
discounts estimated future cash flow receipts through the expected life of the financial asset to that asset’s net carrying amount.
Borrowing costs directly attributable to acquisition, construction or production of an asset that takes a substantial period of
time to prepare for its intended use are capitalised as part of the cost of the respective assets. All other borrowing costs are
expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group incurs with
the borrowing of funds.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Non-monetary
items carried at fair value that are denominated in foreign currencies are translated to New Zealand dollars at the rates prevailing
on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not re-translated. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions
and from the translation at the year-end exchange rate of monetary assets and liabilities denominated in foreign currencies are
recognised in profit and loss except where hedge accounting is applied and foreign exchange gains or losses are deferred in other
comprehensive income.
78
Notes to the Consolidated Financial Statements (Continued)
20. Share Capital
30-Jun-2130-Jun-20
Notes
Number of
shares (000)
Ordinary shares
(NZD 000)
Number of
shares (000)
Ordinary shares
(NZD 000)
Shares on issue at beginning of year
1,746,279 767,608 389,140 577,403
Shares issued for purchase of RugbyPass
28 - - 25,085 24,378
Shares issued to NZ Rugby Union
10 - - 21,801 15,436
Shares issued to Chief Executive
29 600 1,158 200 386
Rights issue and placement May 2020
- - 1,310,053 157,091
Less transaction costs
- - - (7,086)
1,746,879 768,766 1,746,279 767,608
On 21 February 2020, 200,000 ordinary shares were issued to Sky’s Chief Executive Martin Stewart as part of Mr Stewart’s
employment agreement. On 1 March 2021 the remaining 600,000 ordinary shares included in Sky’s former Chief Executive
Martin Stewart’s employment contract were issued in accordance with his agreement (refer note 29) at a value of $1.93 per share.
Prior year transactions
On 19 August 2019 Sky issued 25,085,408 shares at a value of $1.24 to RugbyPass Investors LLC as part of the consideration for
the purchase of RugbyPass (refer note 28).
On 1 November 2019 Sky issued 21,801,325 shares at a value of $0.92 to the NZ Rugby Union as part of the consideration in
relation to the SANZAAR and Rugby Union Partnership agreement. The shares were valued at fair value being the listed price on
the acquisition date less an attributable discount (refer note 10). The Group has measured the value of the consideration received
indirectly by reference to the fair value of the equity instruments granted and recorded this as a prepayment for programme rights
which have been amortised over the contract term.
Due to restriction clauses in both contracts for disposal of the shares, a discount was allocated to determine the fair value of the
consideration for the shares as follows:
In NZD 000RugbyPassNZ Rugby Union
Shares issued at market value
31,10620,057
Translation adjustment
(1,506) -
Less discount
(5,222)(4,621)
Fair value of consideration
24,37815,436
On 21 May 2020 the Group announced an equity raising at an offer price of NZ$0.12 per share, comprising: a fully underwritten
$9.0 million institutional placement and fully underwritten $148.0 million pro-rata non-renounceable accelerated entitlement offer
(the Offer) to eligible shareholders, at a ratio of 2.83 for 1. A total of 1,310,053,040 new shares were issued under the Offer raising a
total amount of approximately $157.0 million. Transaction costs of $7.1 million have been deducted from the proceeds of the Offer.
79
Sky / 2021 Annual Report
21. Reserves
In NZD 000Notes
Hedge
reserve
Share based
compensation
reserve
Currency
translation
reserve
Total
reserves
As at 30 June 2021
Balance as at 1 July 2020
610161220991
Translation of subsidiary
- - (291)(291)
Employee share scheme
29 - 997 - 997
Credit to equity for equity-settled share based payment
20 - (1,158) - (1,158)
Cash flow hedges (net of tax)
Revaluation
1,056 - - 1,056
Reclassification to profit or loss
(367) - - (367)
Deferred tax
8(193) - - (193)
Balance at 30 June 2021
1,106 - (71)1,035
As at 30 June 2020
Balance as at 1 July 2019
(214)161 - (53)
Translation of subsidiary
- - 220220
Employee share scheme
29 - 386 - 386
Credit to equity for equity-settled share based payment
20 - (386) - (386)
Cash flow hedges (net of tax)
Revaluation
2,243 - - 2,243
Reclassification to profit or loss
(1,098) - - (1,098)
Deferred tax
8(321) - - (321)
Balance at 30 June 2020
610161220991
80
Notes to the Consolidated Financial Statements (Continued)
22. Derivative Financial Instruments
30-Jun-2130-Jun-20
In NZD 000NotesAssetsLiabilities
Notional
amountsAssetsLiabilities
Notional
amounts
Forward foreign exchange contracts -
cash flow hedges
252,525(615) 192,951 2,926(683) 127,920
Forward foreign exchange contracts - dedesignated
25 546 (1,222) 92,443 800 (644) 102,910
Total forward foreign exchange derivatives
3,071(1,837) 285,394 3,726(1,327) 230,830
Analysed as:
Current
1,347(1,495)161,4453,265(922)165,900
Non-current
1,724 (342)123,949 461 (405)64,930
3,071(1,837)285,3943,726(1,327)230,830
Foreign exchange rates
Foreign exchange rates used at balance date for the New Zealand dollar are:
30-Jun-2130-Jun-20
USD
0.70020.6402
AUD
0.93110.9342
GBP
0.50580.5216
EUR
0.58830.5712
JPY
77.377268.9423
Sensitivity analysis for foreign exchange
A 10% strengthening or weakening of the NZD against the following currencies as at 30 June would have resulted in changes to
equity (hedging reserve) and unrealised gain/losses (before tax) as shown below. Based on historical movements, a 10% increase or
decrease in the NZD is considered to be a reasonable estimate. This analysis assumes that all other variables, in particular interest
rates, remain constant. The analysis is performed on the same basis for the prior year.
10% rate increase 10% rate decrease
In NZD 000 Gain/(loss)EquityProfit or lossEquityProfit or loss
As at 30 June 2021
Foreign currency payables
USD
- 2,876 - (3,515)
AUD
- 7,836 - (9,577)
Foreign exchange hedges
USD
(8,193)(1,730)10,1032,115
AUD
(9,489)(3,008)11,5983,676
(17,682)5,97421,701(7,301)
As at 30 June 2020
Foreign currency payables
USD
- 3,036 - (3,711)
AUD
- 6,222 - (7,640)
Foreign exchange hedges
USD
(3,535)(2,804)4,3213,427
AUD
(8,262)(6,553)10,0988,009
(11,797)(99)14,41985
81
Sky / 2021 Annual Report
22. Derivative Financial Instruments (continued)
Interest rates
During the year ended 30 June 2021, interest rates on borrowings varied in the range of 2.1% to 6.25% (30 June 2020:2.1% to 6.25%).
The Group’s interest rate structure is as follows:
30-Jun-2130-Jun-20
In NZD 000Notes
Effective
interest rateCurrentNon-current
Effective
interest rateCurrentNon-current
Assets
Cash and cash equivalents
0.25%34,800 - 0.41%110,677 -
Liabilities
Borrowings
175.42%(1,137)(1,035)5.42%(970)(2,172)
Lease liabilities
184.00%(39,074)(36,301)4.30%(36,562)(73,303)
Bonds
17- - - 6.16%(99,795) -
(5,411)(37,336)(26,650)(75,475)
Gains and losses on interest rate hedges recognised in the hedging reserve in equity (refer note 21) are released to profit or loss
within finance cost until the repayment of the bank borrowings.
As at 30 June 2021 the Group does not hold any variable rate loans, nor any interest rate hedges.
Derivative financial instruments
Derivative financial instruments are used to hedge the Group’s exposure to foreign exchange and interest rate risks. The
Group does not hold or issue derivatives for trading purposes. However, derivatives that do not qualify for hedge accounting
are accounted for as trading instruments. Derivative financial instruments are initially recognised at fair value on the date
a derivative contract is entered into and are re-measured at their fair value at subsequent reporting dates. The method of
recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the
nature of the item being hedged.
At inception the Group documents the relationship between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions. All derivatives are designated as hedges on
a portfolio basis to specific firm commitments or forecast transactions. The Group also documents its assessment, both at
hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions are highly effective
in offsetting changes in cash flows of hedged items.
Derivatives consist of currency forwards and interest rate swaps. The fair value is recognised in the hedging reserve within
equity until such time as the hedged items will affect profit or loss. The amounts accumulated in equity are either released
to profit or loss or used to adjust the carrying value of assets purchased. For example, when hedging forecast purchase of
programme rights in foreign currency, the gains and losses previously deferred in equity are transferred from equity and
included in the initial measurement of the cost of the programme rights. The deferred amounts are ultimately recognised
in programme rights’ expenses in profit or loss.
Amounts accumulated in the hedging reserve in equity on interest rate swaps are recycled in profit or loss in the periods when
the hedged item affects profit or loss (for example when the forecast interest payment that is hedged is made). The gain or loss
relating to any ineffective portion is recognised in profit or loss as “interest rate swaps - fair value” in finance costs. The gain or
loss relating to interest rate swaps which do not qualify for hedge accounting is recognised in profit or loss within the interest
expense charge in “finance costs, net”. Currently Sky does not hold any interest rate derivatives as it has no variable debt.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is
ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss
that was reported in equity is immediately transferred to profit or loss. Changes in the fair value of any derivative instruments
that do not qualify for hedge accounting are recognised immediately in profit or loss.
82
Notes to the Consolidated Financial Statements (Continued)
23. Financial Risk Management - Market Risk
Financial risk management objectives
The Group undertakes transactions in a range of financial instruments which include cash and cash equivalents, receivables,
payables, derivatives and various forms of borrowings including bonds and bank loans.
These activities result in exposure to financial risks that include market risk (foreign exchange risk, fair value interest rate risk,
cash flow interest rate risk and price risk), credit risk and liquidity risk.
The Group seeks to minimise the effects of currency and interest rate risks by using derivative financial instruments to hedge
these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which
provides written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative
financial instruments, and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including
derivative financial instruments, for speculative purposes.
The Corporate Treasury function reports monthly to the Board. The Audit and Risk Committee (a standing committee of the
Board) is responsible for developing and monitoring the Group’s risk management policies and advising the Board in this respect.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s
income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return on risk.
The Group buys and sells derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage
market risks. All such transactions are carried out within the guidelines set by the Board. In general, the Group seeks to apply hedge
accounting in order to manage income statement volatility.
a) Foreign exchange risk
The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Australian
dollar and the United States dollar in relation to purchases of programme rights and the lease of transponders on the satellite.
Foreign exchange risk arises when purchases are denominated in a currency that is not the entity’s functional currency. The net
position in each foreign currency is managed by using forward currency contracts and foreign currency options and collars to limit
the Group’s exposure to currency risk.
The Group’s risk management policy is to hedge foreign capital expenditure (Capex FX) and foreign operating expenditure
(Transactional FX) in accordance with the following parameters. Twelve-month forecasts by currency are updated on a rolling
monthly basis.
Percentage of net exposure hedged
FEC
1
, Collars and Options
PeriodMinimumMaximum
Year rolling 12 months
180%100%
270%100%
30%90%
40%50%
50%50%
6 – 100%25%
(1) F orward exchange contracts
Due to COVID-19 there was uncertainty of timing of future foreign currency commitments and the Board approved an exemption
to operate outside the hedging policy until the commitments were confirmed. Sky has operated within the hedging policy
parameters since 31 August 2020.
83
Sky / 2021 Annual Report
23. Financial Risk Management - Market Risk (continued)
The Group’s exposure to foreign currency risk that has been covered by forward foreign exchange contracts is as follows:
30-Jun-2130-Jun-20
In NZD 000USDAUDOTHERUSDAUDOTHER
Foreign currency payables
(22,152)(80,252)(587)(33,397)(67,013)(1,162)
De-designated forward exchange contracts
21,60770,836 - 30,50072,410 -
Net balance sheet exposure
(545)(9,416)(587)(2,897)5,397(1,162)
Forward exchange contracts
(for forecasted transactions)
88,877104,074 - 37,06090,860 -
Total forward exchange contracts
110,484174,910 - 67,560163,270 -
b) Cash flow and fair value interest rate risk
The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow
interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain its
borrowings in fixed rate instruments as follows:
PeriodMinimum hedgingMaximum hedging
Variable rate borrowings
1- 3 years40%90%
3-5 years20%60%
5-10 years0%30%
The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have
the economic effect of converting borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees
with other parties to exchange, at specified intervals (quarterly), the difference between fixed contract rates and floating rate
interest amounts calculated by reference to the agreed notional principal amounts. The Group also enters into fixed-to-floating
interest rate swaps to hedge fair value interest rate risk arising where it has borrowed at fixed rates. The Board approved short
term exemptions for interest rate hedging parameters while the long-term capital structure is revisited.
24. Financial Risk Management - Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises from cash and cash equivalents, deposits with banks, derivative financial instruments and the
Group’s receivables from customers. The carrying amount of these financial assets represents the maximum exposure to credit risk
at year end.
Credit control assesses the credit quality of the customer, taking into account, its financial position, past experience and other
factors. In monitoring customer credit risk, customers are grouped according to their classification and their credit characteristics
and the existence of any previous financial difficulties.
Credit risk with respect to individual residential and commercial customer receivables is limited due to the large number of
subscribers included in the Group’s subscriber base. The credit risk for advertising and wholesale customers is assessed individually
and trade receivables aging is reviewed monthly. In addition, receivables balances are monitored on an on-going basis with the
result that the Group’s exposure to bad debts is not significant. The Group establishes an impairment loss that represents its
estimate of expected credit losses in respect of trade receivables. The main component of the impairment loss is based on a
collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified.
The collective loss allowance is determined based on historical data of payment statistics for similar financial assets (refer note 9).
As a result of the COVID-19 pandemic the Group has increased its expected loss rates due to the uncertain future outlook for
its residential and commercial Sky Box customers. The ability of these customers to settle receivables in the near future is not
currently considered to relate to the recent historical credit risk characteristics of those customers.
Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that
limit the amount of credit exposure to any one financial institution. The maximum exposure to credit risk on the derivative financial
instruments is the value of the derivative assets’ receivable portion of $3,071,000 (30 June 2020: $3,726,000).
84
Notes to the Consolidated Financial Statements (Continued)
25. Financial Risk Management - Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk
management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount
of committed credit facilities and the ability to close out market positions. The Group aims to maintain flexibility in funding by
keeping committed credit lines available. During COVID-19 the Group has strengthened its focus on managing working capital,
including increase in control around accounts payable, more frequent review of cash balances, and a higher level of interaction with
customers having overdue balances.
Management monitors the Group’s cash requirements, on a daily basis, against expected cash flows based on a rolling daily cash
flow forecast for at least 90 days in advance. In addition, management compares actual cash flow reserves against forecast and
budget on a monthly basis.
The Group has an undrawn facility balance of $200,000,000 as at 30 June 2021 (30 June 2020: $200,000,000) that can be drawn
down to meet short-term working capital requirements. The facility limit at 30 June 2021 and 30 June 2020 is $200,000,000.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the
balance date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows,
including interest payments in respect of financial liabilities and the net settled interest rate derivatives that are in a loss position
at balance date. Balances due within 12 months equal their carrying value as the impact of discounting is not significant.
In NZD 000Notes
Carrying
amount
Contractual
cash flows
Less than one
year1-2 years>3 years
At 30 June 2021
Non derivative financial liabilities
Third party loans
172,172 (2,219)(1,172)(1,047)-
Lease liabilities
1875,375 (78,451)(38,672)(25,811)(13,968)
Trade and other payables
11114,658(114,658)(113,082)(430)(1,146)
Contingent consideration
28171 (171)(68)(68)(35)
Derivative financial liabilities
Forward exchange contracts used
for hedging - net outflow/inflow
1
221,837 (1,841)(1,495)(233)(113)
194,213(197,340)(154,489)(27,589)(15,262)
At 30 June 2020
Non derivative financial liabilities
Third party loans
172,853 (3,391)(1,172)(1,172)(1,047)
Lease liabilities
18109,865 (114,696)(38,662)(27,695)(48,339)
Bonds
1799,795 (106,250)(106,250)--
Trade and other payables
11145,690 (145,690)(145,690)--
Contingent consideration
275,283 (5,283)-(5,283)-
Derivative financial liabilities
Forward exchange contracts used
for hedging - net outflow/inflow
1
221,327 (1,330)(923)(407)-
364,813(376,640)(292,697)(34,557)(49,386)
(1) The table excludes the contractual cash flows of the interest rate swaps and forward exchange contracts which are included in assets.
85
Sky / 2021 Annual Report
25. Financial Risk Management - Liquidity Risk (continued)
The table below analyses the Group’s foreign exchange derivative financial instruments which will be settled on a gross basis into
relevant maturity groupings based on the remaining period at the balance date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows. Inflows have been calculated using balance date spot rates.
In NZD 000
Exchange
rate
Contractual
cash flows
foreign
exchange
amount
Contractual
cash flows
Less than one
year1-2 years3-5 years
At 30 June 2021
Forward foreign exchange contracts
Outflow (at FX hedge rate)
USD
(110,483)(65,425)(42,799)(2,259)
AUD
(174,910)(96,020)(71,032)(7,858)
Inflow (at year end market rate)
USD
0.7002 77,438 110,59465,49242,842 2,260
AUD
0.9311 162,974 175,03496,08871,082 7,864
23513593 7
At 30 June 2020
Forward foreign exchange contracts
Outflow (at FX hedge rate)
USD
(67,560)(62,655)(4,905) -
AUD
(163,270)(103,245)(60,025) -
Inflow (at year end market rate)
USD
0.6402 44,676 69,78364,7175,066 -
AUD
0.9342 152,559 163,305103,267
60,038 -
2,2582,084174 -
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure. On 31 March 2021
the Group repaid its bond of $100 million out of cash reserves (refer note 17). In May 2020 the Group conducted an equity raise
comprised of a placement of shares to institutional investors and a pro-rata non-renounceable entitlement offer of shares to
eligible shareholders of 2.83 new shares for every 1 existing at the record date at an offer price of 12 cents per share (the Offer).
The Offer was fully underwritten and raised a total of approximately $157 million. The Offer was conducted to help ensure the
group is well capitalised to withstand the impacts of COVID-19 and positioned to execute on future growth opportunities as
conditions improve.
The capital structure of the Group consists of debt which includes the borrowings disclosed in note 17, cash and cash equivalents
and equity attributable to equity holders of Sky comprising share capital, reserves and retained earnings as disclosed in note 20.
The Board reviews the Group’s capital structure on a regular basis. The Group has a facility agreement in place with a syndicate of
banks. The group’s bank loan facility is subject to a number of covenants, including interest and debt cover ratios, calculated and
reported quarterly, with which it has complied for the entire year reported (2020: complied).
As at 30 June 2021 the Group’s debt excluding lease liabilities is $2.0 million (30 June 2020: $102.0 million) This is covered by cash
reserves of $34.8 million (30 June 2020; $111.0 million).
86
Notes to the Consolidated Financial Statements (Continued)
25. Financial Risk Management - Liquidity Risk (continued)
Fair value estimation
The methods used to estimate the fair value of financial instruments are as follows:
Level 1:
Quo ted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3:
Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs),
for example discounted cash flow.
The Group’s financial assets and liabilities carried at fair value are valued on a level 2 basis.
In NZD 000Note30-Jun-2130-Jun-20
Assets measured at fair value
De-designated forward exchange contracts
22 546 2,926
Derivatives used for hedging - cash flow hedges
22 2,525 800
Total assets
3,071 3,726
Liabilities measured at fair value
Contingent consideration
27,28(171)(5,283)
De-designated forward exchange contracts
22(1,222)(683)
Derivatives used for hedging - cash flow hedges
22(615)(644)
Total liabilities
(2,008)(6,610)
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques.
These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The Group uses a variety of methods and assumptions that are based on market conditions existing at each balance date.
Techniques, such as estimated discounted cash flows, are used to determine the fair value of financial instruments. The fair value
of forward exchange contracts is based on market forward foreign exchange rates at year end. The fair value of interest rate
swaps is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into
account current interest rates, observable yield curves and the current creditworthiness of the swap counterparties
Contingent consideration is valued on a level 2 basis at market value less an appropriate discount rate (refer note 27).
87
Sky / 2021 Annual Report
26. Classification of Financial Instruments
Financial assets are classified in the following categories: those to be measured subsequently at fair value through other
comprehensive income or profit or loss, and those to be measured at amortised cost. The classification depends on the purpose
for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition
and re-evaluates this designation at each reporting date.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risk and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs
of financial assets carried at fair value through profit or loss are expensed in profit or loss.
The following table presents the Group’s financial assets and liabilities according to classifications:
30-Jun-2130-Jun-20
In NZD 000Notes
Carrying
amountFair value
Carrying
amountFair value
Financial assets at amortised cost
Cash and cash equivalents
34,80034,800110,677110,677
Trade and other receivables
952,01452,01445,31445,314
Finance lease receivable
Financial assets at fair value through profit or loss
Derivatives designated as hedging instruments (cash flow hedges)
222,5252,5252,9262,926
Derivatives not designated as hedging instruments
22546546800800
89,88589,885159,717159,717
Financial liabilities at amortised cost
Other loans
172,1722,0463,2873,218
Bonds
17 - - 99,795101,380
Lease liabilities
1875,37570,023109,865102,463
Trade and other payables
11114,829114,829145,690145,690
Financial liabilities at fair value through profit or loss
Contingent consideration
27 - - 5,2835
,283
Financial liabilities at fair value through OCI
Derivatives designated as hedging instruments (cash flow hedges)
22615615683683
Derivatives not designated as hedging instruments (fair value hedges)
221,2221,222644644
194,213188,735365,247359,361
Prepaid expenses, contract liabilities, unearned subscriptions, tax payables and employee benefits do not meet the definition of a
financial instrument and have been excluded from the “Trade and other receivables” and Trade and other payables” categories above.
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents, trade and other receivables carried at amortised cost, trade and other payables, and other current
liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of quoted notes and bonds is based on price quotations at the reporting date being a level 1 basis. The fair value of
loans from banks and lease liabilities is estimated on a level 3 basis by discounting future cash flows using rates currently available
for debt on similar terms, credit risk and remaining maturities.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at
amortised costs and fair value through other comprehensive income. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime losses to
be recognised from initial recognition of the receivables (refer note 9 for further details).
88
Notes to the Consolidated Financial Statements (Continued)
27. Contingent Consideration and Provisions
In NZD 000Note30-Jun-2130-Jun-20
Contingent consideration
1
28 171 5,283
Provision for holiday pay
2
3,400 3,215
Provision for onerous contracts
3
1,970 2,520
Provision for restructuring
3
346 5,389
Balance at 30 June 2021
115,88716,407
(1) Contingent consideration - Earnout on acquisition of RugbyPass
The contingent consideration was valued at $5.3 million as at acquisition date based on certain performance targets. Having
considered the current performance and uncertain market conditions and the sale of the Streaming business (refer note 28),
the Group has reassessed the strategic direction of Rugby Pass and renegotiated the contingent consideration amount with the
vendor of RugbyPass resulting in a final settlement of $1.7 million being paid.
Contingent consideration on the acquisition of Sports Analytics (refer note 28) was assessed at $171,000.
(2) Holidays Act 2003 compliance provision
Included within other provisions is a provision for holiday pay of $3.4 million (30 June 2020: $3.2 million). This provision arose from
leave entitlement calculation issues under the Holidays Act 2003 and represents management’s best estimate of outstanding
remediation payments to the current and former staff. The provision contains an element of uncertainty around the anticipated
rate of success in tracing former staff and judgement has been applied in estimating this rate.
(3) Other provisions
These include restructuring and provision for onerous contracts. The restructuring provision in the prior year is mostly comprised of
redundancy costs incurred as a result of the Group’s change in strategic direction. Redundancy costs of $100,000 (30 June 2020:
$15,479,000) have been included within employee costs (note 6). The prior year provision for onerous contracts has been updated
due to a reclassification as described in note 3.
The movements in provisions are as follows:
In NZD 000Notes
Contingent
consideration
Holidays
Act 2003
compliance
provision
Other
provisionsTo t a l
Balance at 1 July 2020
5,2833,2157,90916,407
Arising during the year
281711851,9702,326
Utilised/paid out
(1,730)-(6,087)(7,817)
Release of provisions
5(3,553)-(1,476)(5,029)
Balance at 30 June 2021
1713,4002,3165,887
Current - within one year
281713,4007404,311
Long term - later than one year
--1,5761,576
1713,4002,3165,887
Provisions are recognised when:
• there is a present legal or constructive obligation as a result of past events;
• it is more likely than not that an outflow of economic resources will be required to settle the obligation;
and the amount can be reliably estimated.
Measurement is the present value of the expenditure expected to be required to settle the obligation.
Key estimates and judgements
Provision for remediation of under‐payments under the Holidays Act 2003.
The estimated liability has been recalculated over the population of employees and former employees impacted. The full
population of employees were grouped across occupational groupings to recalculate the underpayments and reach the
estimated liability. The Group has consulted with an expert and obtained external legal advice where necessary to ensure
correct interpretation of the Group employment agreements against the Holidays Act 2003. Key decisions and methodologies
were documented, presented and discussed with the Audit and Risk Committee.
89
Sky / 2021 Annual Report
28. Business Acquisitions and Disposals
Acquisitions - Financial year 2021
On 1 January 2021 the Group, through its subsidiary Sky Investment Holdings Limited, acquired 81% of the share capital of Sports
Analytics Pty Limited, a company registered in South Africa. Sports Analytics specialises in deep-data analysis, trend identification
and data leveraging.
The purchase price comprises a payment of 50% share of profits after tax for a period of three years. Based on the three-year
forecasts provided by the vendor the contingent consideration has been assessed at $171,000. The fair value of the assets acquired
include working capital of $32,000 and $203,000 of intangible assets less attributable deferred tax of $64,000.
Acquisitions - Financial year 2020
On 19 August 2019 the Group, through its subsidiary Sky Investment Holdings Limited, acquired 100% of the share capital of
Rugby Pass Limited (Ireland) and Rugby Pass Asia Pte Limited (together RugbyPass).
RugbyPass is an online destination for global rugby fans, and at the time it was acquired offered a live streaming rugby service
across Asia, Australia and Europe, along with a wide array of original video content, news, analysis, statistics and a world-first
rugby player and team rankings system, the RugbyPass Index.
On 31 January 2020 the Group acquired 100% of the share capital Lightbox New Zealand Limited (Lightbox) from Spark New
Zealand Limited (Spark). Lightbox was an entertainment streaming service operating in New Zealand. The assets acquired
included subscribers, technology platforms to manage customers and provide entertainment content to a wide range of devices,
prepaid content rights and the Lightbox brand. Spark continues to make Lightbox and its successor service NEON available to its
customers for an agreed period.
Details of the purchase consideration, the net assets acquired, and goodwill for both acquisitions are as follows:
In NZD 000 Notes RugbyPassLightbox To t a l
Cash paid
15,633 2,977 18,610
Payable for acquisition
11 - 10,522 10,522
Ordinary shares issued
20 24,378 - 24,378
Contingent consideration
27 5,283 - 5,283
Total consideration
45,294 13,49958,793
The fair value of the 25,085,408 shares issued as part of the consideration paid for RugbyPass was based on the published share
price on 19 August 2019 of $1.24 per share less an attributable discount (refer note 20).
The fair value of the assets and liabilities recognised as a result of the acquisitions are as follows:
In NZD 000Notes RugbyPass Lightbox To t a l
Cash
441 - 441
Trade and other receivables
7346141,348
Inventories
10 1,8827,6359,517
Intangible assets
15 7,8518,11815,969
Property, plant and equipment
13 - 385385
Trade payables
(2,081)(1,565)(3,646)
Deferred revenue
(76)(267)(343)
Deferred tax liability
8(711)(1,212)(1,923)
Other liabilities
(1,227)(209)(1,436)
Net identifiable assets acquired
6,81313,49920,312
Add goodwill
38,481 - 38,481
Fair value of purchase consideration
45,29413,49958,793
90
Notes to the Consolidated Financial Statements (Continued)
28. Business Acquisitions and Disposals (continued)
For financial reporting purposes the assets and liabilities of Rugby Pass were valued and consolidated as if the acquisition had
occurred on 1 July 2019 which is the date the Group effectively obtained control of RugbyPass. For the period from acquisition date
to 30 June 2020 RugbyPass contributed revenue of $4,653,000 and losses of $14,506,000 to the Group. This excluded the impact of
an impairment of RugbyPass goodwill of $27,500,000 at 30 June 2020 (refer note 16). A deferred tax asset has not been recorded
as recovery is not expected in the short term.
Lightbox contributed revenue of $10,456,000 and losses of $3,968,000 to the Group for the period 1 February 2020 to 30 June 2020.
Business disposals - Outside Broadcasting Limited (OSB)
On 11 August 2020 the Group entered into an agreement with NEP New Zealand Limited (NEP) to sell the assets and liabilities of
OSB to NEP for $14.2 million. The sale was subject to Commerce Commission approval that was subsequently granted on
4 February 2021, with completion of the sale occurring on 31 March 2021.
The book values of the assets and liabilities derecognised as a result of the disposal are as follows:
Disposal proceeds Notes In NZD 000
Contracted price
14,248
Less employee accruals
(248)
Plant & equipment adjustment
(116)
Net selling price
13,884
Less cash received at completion
(6,884)
Owing by NEP (due 30 September 2021)
97,000
Assets and liabilities disposed of
In NZD 000
Property, plant and equipment
7,192
Right-of-use assets
929
Goodwill
1,067
Lease liabilities
(1,157)
Deferred Tax
866
Net assets disposed of
8,097
Disposal price
13,884
Gain on sale
5 5,787
Business disposals - RugbyPass streaming business
In January 2021 RugbyPass signed an agreement to sell its streaming business to Premier Sports Ltd. The fair value of the
consideration is based on a sharing of forecast revenues for the period 1 December 2020 to 31 December 2021 and has been
assessed at $813,000. The book value of the assets disposed of was $998,000 resulting in a loss on sale of $185,000 included
in other income.
Key estimates and judgements
Significant estimate: RugbyPass contingent consideration
The acquisition agreement for RugbyPass allowed for a maximum earnout amount of USD 10.0 million based on the
achievement of certain specified targets during the earnout period from 1 January 2020 to 31 December 2022. The agreement
also provided for an interim earnout amount of up to a maximum of USD 3.5 million for the 18-month period from 1 January
2020 to 30 June 2021. The contingent consideration was valued at $5.3 million at the acquisition date. As at 30 June 2020,
the Group continued to measure the fair value of the contingent consideration at $5.3 million. In coming to this conclusion, the
Group considered the current performance of RugbyPass, the uncertainty surrounding the current economic environment given
the existence of COVID-19 and the probability of payment. In February 2021 the Group reached agreement with the vendor
for final settlement of the earnout for a value of $1,730,000. The difference of $3,553,000 has been recorded in the income
statement as other income.
91
Sky / 2021 Annual Report
29. Related Parties
There were no loans to directors by the Group or associated parties at any of the reporting dates.
Related party transactions include the following:
In NZD 00030-Jun-2130-Jun-20
Income statement
Remuneration of key personnel (included in employee costs)
8,131 8,691
CEO share based remuneration (refer note 20)
997 386
Directors' fees
737 826
My Wave Limited (included in subscriber related costs)
256 -
Total related party transactions included in the income statement
10,121 9,903
Balance Sheet
My Wave Limited (included in prepayments)
1,192 -
Total Related Party transactions through consolidated balance sheet
1,192 -
On 1 December 2020 Martin Stewart left by mutual agreement and Sophie Moloney was appointed the new CEO on that date.
The year ending 30 June 2021 includes the cost of termination benefits associated with the former CEO of $1,453,000 and accrued
short-term employee benefits of $340,000 which was based on achieving targets for the year to 30 June 2021.
On 21 February 2020, 200,000 ordinary shares vested to the former CEO as part of a contractual entitlement to receive a total
of 800,000 ordinary shares in instalments of 200,000 on each of the first four anniversaries of commencement of employment.
As a result of the CEO’s decision to leave by mutual agreement the 600,000 ordinary shares vested in March 2021. This equity-
settled share scheme is accounted for and measured based on the fair value at grant date (1 February 2019) of $1.93 per share
($1,158,000).
The Group’s directors and key management personnel collectively hold shareholdings of 3,518,269 shares (30 June 2020: 3,491,032
shares) which carry the normal entitlement to dividends. Share transactions undertaken by directors can be found as part of the
statutory disclosures in the annual report.
During the year the Group entered into a commercial agreement with My Wave Limited, a software company that provides
interactive device solutions, as disclosed above, with an additional commitment of $500,000 payable in the next financial year.
Geraldine McBride is a Director of the Group as well as a Director of My Wave Limited.
92
Notes to the Consolidated Financial Statements (Continued)
30. Commitments
in NZD 00030-Jun-2130-Jun-20
Lease commitments
Year 3
13,149 -
Year 4
22,55213,105
Year 5
22,55222,466
Later than year 5
122,098144,159
180,351179,730
Contracts for transmission services:
Year 1
6371,355
Year 2
668680
Year 3
668680
Year 4
283607
Year 5
- 607
2,2563,929
Contracts for future programmes:
Year 1
299,002255,100
Year 2
266,550237,100
Year 3
225,998184,800
Year 4
193,366143,100
Year 5
97,121139,600
Later than year 5
49,96455,500
1,132,0011,015,200
Capital expenditure commitments:
Property, plant and equipment
Year 1
7,132861
Year 2
901 -
Year 3
556 -
8,589861
Other services commitments:
Year 1
25,
39820,660
Year 2
17,66710,475
Year 3
15,459856
Year 4
12,28943
Year 5
12,172 -
Later than year 5
57,292 -
140,27732,034
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Sky / 2021 Annual Report
31. Contingent Liabilities
The Group has no undrawn letters of credit at 30 June 2021 (30 June 2020: $nil).
The Group is subject to litigation incidental to its business, none of which is expected to be material. No provision has been made
in the Group’s financial statements in relation to its current litigation and the directors believe that such litigation will not have a
significant effect on the Group’s financial position, results of operations or cash flows.
32. Subsequent Events
COVID-19
At the date of signing these financial statements, New Zealand was at COVID-19 Alert Level 4, following an announcement by the
New Zealand Government on 17 August 2021 and subsequent updates. At this time no changes have been made to assumptions
relating to the Group’s key estimates and judgments referred to in these financial statements as a result of this development.
Refer to note 3 for consideration of the impacts and mitigations of COVID-19 on the business.
Share Consolidation
On 24 August 2021 the Board resolved to undertake a share consolidation, to rationalise the number of shares on issue, with every
10 Sky shares held at 5pm (NZT) on 16 September 2021 to be consolidated into 1 share.
33. Non-GAAP Financial Information
Sky has used operating profit before impairment, which is a non-GAAP profit measure when discussing financial performance.
The directors and management believe that this measure provides useful information on the underlying performance of the Group.
This is used internally to evaluate performance, analyse trends, and allocate resources. Operating profit before impairment does
not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information
presented by other entities.
94
Independent
Auditor’s Report
To the shareholders of Sky Network Television Limited
Our Opinion
In our opinion, the accompanying consolidated financial statements of Sky Network Television Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2021, its financial
performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated balance sheet as at 30 June 2021;
• the consolidated income statement for the year then ended;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International
Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and
Assurance Standards Board and the International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our firm carries out agreed upon procedures in respect of regulatory reporting and treasury related financial markets risk analysis
and commentary. In addition, certain partners and employees of our firm may subscribe to the Group’s services on normal terms
within the ordinary course of the trading activities of the Group. These other services and relationships have not impaired our
independence as auditor of the Group.
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
95
Sky / 2021 Annual Report
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of the key audit matterHow our audit addressed the key audit matter
Goodwill impairment assessment
The carrying amount of goodwill as at 30 June 2021
amounted to $255 million (2020: $256 million).
The carrying value of goodwill is an area of focus for the
audit and a key audit matter as it is a significant amount in
the consolidated balance sheet, is dependent on future cash
flows and there is a history of impairments recognised in
previous years.
At 30 June 2021, the Group considered the recoverable
amount using the Fair Value Less Costs of Disposal (FVLCD)
methodology as being the most appropriate approach to
assess whether or not there is an impairment in the carrying
value of goodwill allocated to the two cash generating
units (CGU) identified by management. The forecasts in the
impairment model prepared by the Group are based on the
Group’s strategy, some elements of which would be excluded
under a Value In Use (VIU) methodology under NZ IAS 36,
Impairment of assets. As such, management has concluded
that the FVLCD methodology results in a higher recoverable
amount compared to VIU.
The future cash flows in the FVLCD models were prepared
based on the Board approved five year forecast cash flows.
The key assumptions used in the impairment models are the
following:
• residential Sky Box and streaming revenues (including
subscriber numbers and average revenue per user (ARPU));
• broadband revenues;
• programming expenses;
• broadcasting and infrastructure expenses;
• capital expenditure;
• cost of disposal;
• discount rates; and
• terminal growth rates.
The assessment did not result in goodwill impairment in the
year ended 30 June 2021.
Reasonably possible changes in certain key assumptions that
could result in an impairment are disclosed in note 16 to the
consolidated financial statements.
We obtained the impairment model prepared by management
and held discussions with them to understand the assumptions
used in the goodwill impairment assessment. We gained
an understanding of the current and forecast outlook for
the industry and the strategic direction of the business and
considered management’s assessment of FVLCD based on
market capitalisation at balance date.
We then performed the following audit procedures:
• assessed the appropriateness of using a FVLCD approach
against NZ IAS 36;
• considered whether the identification of CGU’s and
the carrying value, including the allocation of goodwill,
was appropriate;
• checked the mathematical accuracy of the calculation and
compared the resulting balances to the relevant carrying
values of each CGU;
• engaged our own valuation expert to assist us to:
• understand the valuation methodology applied by
management;
• assess the economic and industry forecasts, cost of
capital and other inputs to comparable organisations in
relation to discount rates and terminal growth rates; and
• challenge the rate used for cost of disposal by comparing
it to external evidence;
• challenged management on the reasonableness of key
cash flow assumptions, including movements in subscriber
numbers and ARPU to actual historical trends experienced
by the Group and programming costs to independent
market data on rights renewal assumptions and recent
renewals negotiated by the Group;
• considered the appropriateness of changes in key
assumptions from the previous year by performing a
lookback procedure against the actual FY21 results,
understanding the key elements of the forecast cash flows
approved by the Board versus the prior year and considered
the impact on our assessment of forecast cash flows;
• obtained and evaluated management’s sensitivity analyses
to ascertain the impact of reasonably possible changes and
also considered alternative possible scenarios; and
• considered the appropriateness of the disclosures in note
16 to the consolidated financial statements against the
requirements of the accounting standards.
96
Independent Auditor's Report (Continued)
Description of the key audit matterHow our audit addressed the key audit matter
Recognition of revenue
The Group’s total revenue for the year ended 30 June 2021
amounted to $711 million (2020: $747 million).
There has been a significant focus by management on
retaining and growing its customer base which included the
following, amongst other activities, in executing the Group’s
strategy:
• merging its streaming services following the acquisition of
Lightbox in the previous year;
• migrating Vodafone reseller customers to Sky Box; and
• launching Sky broadband in March 2021.
Given these changes during the year, revenue recognition
was an area of audit focus which required significant audit
attention and therefore is a key audit matter.
Refer to note 4 of the consolidated financial statements for
disclosures on revenue and business segments.
Our audit approach for revenue testing is a combination of
controls and substantive testing. In order to determine whether
the revenue has been recognised in accordance with the
relevant accounting standards, our audit procedures included:
• updating our understanding of the systems, processes and
controls in place over the recognition of revenue;
• testing the controls around restricted access to the revenue
billing system;
• testing the controls over subscriber additions,
disconnections and refunds in the revenue billing system by
comparing samples to supporting customer information;
• performing a recalculation of Sky Box subscription revenue;
On a sample basis, we also:
• verified revenue against supporting documentation and
customer contracts;
• tested the completeness of revenue transactions recognised
by haphazardly identifying Sky subscribers and checking
they were active customers within the revenue billing
system during the year;
• validated the pricing and payment of advertising and other
revenue transactions to customer contracts;
• tested whether revenue transactions recorded near year end
was recognised in the correct period; and
• checking customer arrangements to validate management’s
conclusion on whether the Group is a principal or agent and
the timing of when revenue is recognised.
Carrying value of programme rights inventory
At 30 June 2021, programme rights inventory amounted to
$103 million (2020: $116 million).
COVID-19 continues to have an impact on the Group as a result
of ongoing uncertainties relating to the reduction of sports,
scheduling of sports events and subsequent reduction of sport
and entertainment content. Given the level of audit work and
attention required, the carrying value of programme rights
inventory was an area of audit focus and a key audit matter.
Refer to note 10 of the consolidated financial statements for
disclosures on programme rights inventory.
Our procedures to address this area of focus included:
• checking the control that programme rights inventory
is reviewed against supporting contracts or signed
agreements;
• testing a sample of additions by agreeing to the relevant
contractual arrangement;
• testing the reasonableness of amortisation expense
recognised for the period by recalculating the amount
based on the period the Group utilises and consumes the
programming rights;
• evaluating management’s assessment over the valuation
of programming rights based on content that is no
longer expected to generate value in the future, such as
programmes that are discontinued or no longer resonate
with customers;
• assessing the appropriateness of recognising equitable
reductions by checking against supplier contracts and for
credit notes;
• checking future programme rights’ commitments on a
sample basis for onerous contracts; and
• reviewing the disclosures in the consolidated financial
statements.
97
Sky / 2021 Annual Report
Our Audit Approach
Overview
Overall group materiality: $4.6 million, which represents approximately 2.5% of earnings before interest,
taxes, depreciation and amortisation (EBITDA).
Given the volatility in profit before income tax over recent years and the Group continuing to execute
its growth strategy, in our judgement EBITDA provides an appropriate benchmark for calculating
materiality.
As reported above, we have three key audit matters, being:
• Goodwill impairment assessment
• Recognition of revenue
• Carrying value of programme rights inventory
Following our assessment of the risk of material misstatement, we:
• selected the Sky Network Television Limited parent entity for a full scope audit; and
• performed specified audit and analytical review procedures on the remaining 13 entities.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where management made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters,
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or
error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the consolidated financial statements as a whole as set out above. These, together with qualitative considerations,
helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated
financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the
industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual
report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on
the other information that we obtained prior to the date of this auditor’s report, 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.
98
Independent Auditor's Report (Continued)
Responsibilities of the Directors for the
consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these consolidated financial statements.
As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of the use of the going concern basis of accounting by those charged with governance and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
the auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for the audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in the auditor’s report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
99
Sky / 2021 Annual Report
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders,
as a body, for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Keren Blakey.
For and on behalf of:
Chartered Accountants Auckland
24 August 2021
100
101
Sky / 2021 Annual Report
Other information
Corporate Governance .............................................................................................102
Interests Register
...........................................................................................................105
Company Information
...............................................................................................107
Waivers and Information
........................................................................................114
Share Market and Other Information
.........................................................115
Directory
................................................................................................................................116
102
Corporate Governance
Sky’s Board is committed to fulfilling its corporate governance obligations and maintaining high ethical standards. The Board
regularly reviews Sky’s corporate governance framework to ensure it is consistent with best practice.
This section of our annual report includes key information about Sky’s corporate governance policies and practices. You will
find a more detailed corporate governance statement online at https://www.sky.co.nz/investor-centre/corporate-governance
which provides further information covering all of the required disclosures under the ASX Corporate Governance Principles and
Recommendations (4th edition) (ASX Recommendations) and the NZX Corporate Governance Code (NZX Code). The corporate
governance statement has been approved by the Board.
Board Of Directors
Committees
The Board operates two permanent board committees, namely the Audit and Risk Committee and the People and Performance
Committee. The members of the Audit and Risk Committee are Keith Smith (Chair), Philip Bowman (Board Chair) and Joan
Withers. The members of the People and Performance Committee are Geraldine McBride (Chair) and Joan Withers.
Independent and Executive Directors
At 30 June 2021 all of the directors of Sky were considered to be independent directors. Each of the directors is considered independent
because they are not an “Employee” of Sky and do not have any “Disqualifying Relationship” (as defined by the NZX Listing Rules), and
the factors contained in NZX Recommendation 2.4 and ASX Recommendation 2.3 have been considered by the Board in determining the
independence of each director.
In considering the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3, the Board has had careful regard to whether
Geraldine McBride’s status as an independent director has changed by virtue of her interests and position in MyWave Limited (MyWave),
which supplies services to Sky in support of Sky’s Fan Experience platform.
In particular, Geraldine is the CEO and director of MyWave (and its holding company, MyWave Holdings Limited), and currently
holds shares in MyWave Holdings Limited. Under ASX Recommendation 2.3, the relationship between Sky and MyWave is likely to be
considered a ‘material business relationship’ and, given that Geraldine is an officer of MyWave (as a CEO and director of MyWave),
Geraldine’s interest and position in MyWave notionally falls within one of the examples set out in Box 2.3 of the ASX Recommendations.
The Board has considered this relationship and concluded that, notwithstanding this, it is not sufficiently material so as to interfere
with Geraldine’s capacity to bring an independent judgement to bear on issues before the Board (which will exclude matters related to
MyWave) and to act in the best interest of Sky and to represent the interests of its shareholders generally rather than the interests of an
individual securityholder or other party. The Board came to this view having regard to a number of matters, including that:
• the supplier relationship with MyWave is not material to Sky in the context of Sky’s consolidated gross revenue and market
capitalisation;
• the services being provided by MyWave relate to discrete matters only, do not relate to the group as a whole and do not relate to
Sky’s core business;
• Geraldine has not been part of the team from MyWave providing the services to Sky;
• Sky has appropriate corporate governance measures in place, such that Geraldine will be excluded voting on a board resolution,
or being counted in the quorum for any discussion, on the entry into, and terms of, existing and future arrangements with
MyWave; and
• none of the other examples in Box 2.3 of the ASX Recommendations apply to Geraldine.
For completeness, the Board notes that consistent with Geraldine McBride’s interests disclosures recorded in Sky’s interests register,
Geraldine McBride is to be regarded as interested in Sky transactions involving MyWave and as such has not voted (and will not vote) on any
Board resolutions in relation to such transactions (or be counted towards any Board quorum for any Board discussion on such transactions,
although Geraldine McBride may participate (and has participated) in the Board’s discussions in relation to such transactions).
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Sky / 2021 Annual Report
Diversity
Sky recognises diversity and inclusion as a strategic asset for the company’s current and future success. Sky values diversity of
gender, age, ethnic and cultural background, sexuality, experience and beliefs. Sky’s Board and management believe that an
organisation that reflects the diversity of its current and future customers will be able to deliver more personalised customer
experiences, and customer value, to continue to grow successfully, and to attract and retain the best talent.
Sky’s Diversity Policy reflects the company’s continuing commitment to diversity and inclusion. This policy requires the commitment
of the Board to set measurable objectives for achieving diversity in areas requiring improvement and to assess annually both
the objectives and Sky’s progress in achieving them. Sky proactively considers diversity in all recruitment activities, especially
in leadership positions. Sky is also committed to growing the capability of all Sky staff to leverage diversity to deliver a better
employee experience, a better customer experience and improved business performance.
The Board acknowledges the importance of gender diversity both on boards and within companies, and as noted in Sky’s Diversity
Policy, this is one of the diversity characteristics that is considered when evaluating new director candidates. As at 30 June 2021,
Sky’s Board had two female directors and three male directors (compared to three female directors and five male directors as at
30 June 2020).
Sky’s officers (being a person who is concerned or takes part in the management of Sky and reports to the Board, or to a person
who reports to the Board) includes one female officer and three male officers
1
.
Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:
• Each quarter, Sky measures and reports on employees’ feedback regarding diversity and belonging, and delivers organisational
development actions in response to this feedback.
• Each year, the Board actively considers the composition of the Board and any opportunities for new directors to join the Board
with diversity (including gender diversity) being one of the key criteria when considering new appointments.
• Each year the Board compares the number of female and male employees at Sky to the previous financial year’s figures to
ensure that Sky is maintaining a strong level of female participation at all levels of the organisation.
• Each year the Board considers the extent of age diversification at Sky by comparing the number of employees aged over and under
45 years to the previous financial year’s figures, in order to ensure Sky is benefiting from a mix of experience and new ways of thinking.
For the year ended 30 June 2021, the Board is satisfied that Sky achieved its diversity objectives as follows:
• Sky maintained consistent levels of gender and age diversification amongst employees across the organisation (increasing
female representation from 43% to 44%).
• Sky improved by 10% (from 62% to 68%) the number of staff who rated “I feel I belong at Sky” favourably.
• Sky improved by 20% (from 64% to 77%) the number of staff who rated “Sky values diversity” favourably.
(1) T he “officers” include the CEO and the members of Sky’s executive leadership team who report directly to the CEO.
The table below provides a detailed breakdown of the age diversification of Sky’s workforce at 30 June 2021:
(1) F or the purpose of Recommendation 1.5(c)(3) of the ASX Corporate Governance Principles and Recommendations (4th Edition),
“ senior executives” has the same meaning as the “officers” referenced in the chart above as defined under the NZX Listing Rules.
(2) A restructure of the executive team in April 2021 saw the total number of executive officers change from 9 to 5. At the end of FY21, one of the
executive officer positions was vacant and one under recruitment with a seconded partner from Deloitte filling that position.
Board LevelOfficers
(1)
All Staff
No of Women: 2
Total number: 5
2020
No of Women: 3
Total number: 8
Over 45 – 100%
(2020 – 88%)
No of Women: 1
Total Number: 4
(2)
2020
No of Women: 2
Total Number: 9
Over 45 – 75%
(2020 – 89%)
No of Women: 399
Total Number: 900
2020
No of Women: 427
Total Number: 992
Over 45 – 33%
(2020 – 36%)
104
Diversity (cont)
The table below provides a detailed breakdown of the age diversification of Sky’s workforce at 30 June 2021:
Age20212020
<30
18%21%
30 - 40
32%31%
40 - 50
29%28%
50 - 60
16%15%
60 - 70
4%4%
>70
1%1%
In accordance with Sky’s Diversity Policy, Sky has also committed to setting non-numerical objectives in respect of diversity and
inclusion through recruitment and selection practices at all levels, a detailed training program to enhance the skills and knowledge
of employees and enhanced flexible work practices.
Risk Management
Sky’s risk framework is overseen and monitored by both the
Board and the Audit and Risk Committee. Sky maintains a
risk register and the Audit and Risk Committee, in conjunction
with management, regularly report to the Board on the
effectiveness of the management of Sky’s business risks and
whether the risk management framework and systems of
internal compliance and control are operating efficiently and
effectively in all material respects.
Sky has a Controlling and Managing Risk Policy which provides
an overview of its risk management process. The policy
outlines Sky’s strategic risk management objectives and
guidelines and provides a framework to identify, manage and
report on risks, both financial and non-financial. The Audit
and Risk Committee reviews the Controlling and Managing
Risk Policy annually. The Audit and Risk Committee reviewed
Sky’s risk management framework during the reporting period
to 30 June 2021 and is satisfied that Sky has in place a robust
risk management process.
In keeping with its focus on managing both near and
long-term risk, the committee is overseeing an extensive
management review of the risk management framework
across the business to identify and implement any potential
improvements and ensure it remains appropriate for Sky’s
current and future business and operating environment.
Sky’s internal audit function is contracted out to an
independent third party. An annual internal audit plan is
presented and approved by the Audit and Risk Committee
and the Audit and Risk Committee receives internal audit
reports during the year and monitors completion of action
items that arise.
Material exposure to economic,
environmental and social
sustainability risks
Sky identifies and assesses material exposure to economic,
environmental and social sustainability risks on an annual
basis. A summary of Sky’s risk management framework,
the key economic, environmental and social sustainability
risks it faces, and how Sky intends to manage those risks
is included in the Controlling and Managing Risk Policy on
Sky’s website (at https://www.sky.co.nz/investor-centre/
corporate-governance).
Principal risks that could affect results and performance
include:
• Regulatory environment;
• Competition;
• Programming rights;
• Content protection;
• Business disruption;
• Investment strategy – Adoption of new technology;
• Financial risks;
• Reputational risks and brand perception;
• Business transformation; and
• Customer value proposition.
105
Sky / 2021 Annual Report
Interests Register
Disclosures of Interest – General Notices
Directors have given general notices disclosing interests in various entities pursuant to section 140(2) of the Companies Act 1993.
Those notices which remain current as at 30 June 2021 are as follows:
Director EntityRelationship
Philip BowmanBetter Capital PCC LimitedDirector
Kathmandu Holdings Limited (Listed)Director
Tegel Group Holdings LimitedChair
Ferrovial SA (Listed)Director
Majid al Futtaim Holding LLCDirector
Majid al Futtaim Properties LLCChair
Majid al Futtaim Capital LLCDirector
Atropos SCIPrésident Directeur Générale
Tom Tom Holdings, Inc.Director
Vinula Pty. LimitedDirector
Vinula Super Fund Pty. LimitedDirector
Michael DarceyM247
2
Chair
Arqiva Group LimitedDirector
British GymnasticsChair
Premier League Basketball UK
1
Shareholder
Derek Handley
(resigned)
Aera LimitedDirector
Aera FoundationTrustee
Aera VC Management LimitedDirector
Geraldine McBrideMy Wave Holdings LimitedDirector, CEO
My Wave LimitedDirector
Fisher & Paykel Healthcare Corporation LimitedDirector
National Australia Bank Limited
2
Director
Susan Paterson
ONZM
(retired)
Reserve Bank of New ZealandDirector
Theta Systems LimitedChair, Director
Les Mills Holdings LimitedDirector
Goodman (NZ) Limited and associated companiesDirector
Arvida Group LimitedDirector
Steel and Tube Holdings LimitedChair, Director
The Electricity AuthorityBoard Member
EROAD Limited Director
Keith SmithAnderson & O’Leary Limited and associated companiesChair
Enterprise Group Holdings Limited and associated companiesChair
Goodman (NZ) Limited and associated companiesChair
H J Asmuss & Co Limited and associated companiesChair
Healthcare Holdings Limited and associated companiesChair
Mercury NZ LimitedDirector
Mobile Surgical Services LimitedChair
The Warehouse Group Limited and associated companies
2
Director
Tree Scape LimitedDirector
Gwendoline Holdings Limited (non-trading)Director
Joan WithersThe Warehouse Group Limited and associated companiesChair
ANZ Bank New Zealand LimitedDirector
Louise Perkins FoundationTrustee
Origin Energy Limited
1
Director
(1) Entries added during the period from 1 July 2020 to 30 June 2021.
(2) Entries removed by notices given by the directors during the year ended 30 June 2021.
106
Disclosures of Interest
– Particular Transactions/Use of Company Information
During the year to 30 June 2021, in relation to Sky:
• no specific disclosures were made in the Interests Register
under section 140(1) of the Companies Act 1993; and
• no entries were made in the Interests Register as to the
use of company information under section 145(3) of the
Companies Act 1993.
Disclosures of Relevant Interests in Securities
During the year to 30 June 2021, the following disclosures
were made in the Interests Register in relation to Sky’s
directors and senior managers acquiring a relevant interest
in Sky’s shares under section 148 of the Companies Act 1993
and under the Financial Markets Conduct Act 2013:
• Martin Stewart (former director and CEO) made three
disclosures during the 2021 financial year:
• on 11 September 2020 regarding the acquisition of
250,000 ordinary shares in Sky;
• on 19 November 2020 regarding the acquisition of
150,000 ordinary shares in Sky; and
• on 8 March 2021 regarding the vesting of 600,000
ordinary shares in Sky as the balance of the shares under
the contractual entitlement to receive a total of 800,000
ordinary shares (with the balance vesting if Mr Stewart
is no longer Chief Executive).
• Keith Smith (director) made one disclosure on 1 October
2020 regarding his indirect interest in the acquisition of
40,000 ordinary shares in Sky by Lily Wong.
• Philip Bowman (director and Chair) made two disclosures
during the 2021 financial year:
• on 24 September 2020 regarding the acquisition of
250,000 ordinary shares in Sky; and
• on 8 March 2021 regarding the acquisition of 250,000
ordinary shares in Sky.
• Derek Handley (former director) made one disclosure on
14 May 2021 regarding the acquisition of 1,125,023 ordinary
shares in Sky.
• Susan Paterson (former director) made one disclosure on
16 September 2020 regarding a beneficial interest in the
acquisition of 125,000 ordinary shares by herself and Richard
Taylor jointly as trustees of the SM Taylor Family Trust.
Insurance and Indemnities
Sky has in place directors’ and officers’ liability insurance to
cover risks normally covered by such policies arising out of acts
or omissions of Sky directors or employees in that capacity.
In addition, Sky has in place additional insurance in respect of
directors’ liability that may arise as a result of the capital raise
which was announced to the market on 21 May 2020.
Sky has entered into a deed of indemnity pursuant to which
it has agreed to indemnify directors, senior management and
officers of Sky against liability incurred from acts or omissions
of such directors, senior management or officers, subject to
certain exceptions which are normal in such indemnities.
Sky Subsidiaries’
Interests Registers
The directors of Sky’s subsidiaries have given notices disclosing
interests in various entities pursuant to section 140 of the
Companies Act 1993. Those notices included in the interests
register during the financial year ended 30 June 2021 are set
out below:*
• Screen Enterprises Limited: Martin Stewart gave a general
notice disclosing interests arising from being an employee
of Sky.
• Sky DMX Music Limited: Martin Stewart and Chaz Savage
each gave a general disclosure notice disclosing interests
arising from being senior employees of Sky and, in Martin
Stewart’s case, a shareholder of Sky.
• Believe It Or Not Limited: Chaz Savage gave a notice
disclosing interests arising from being an employee of
Sky. Brendan Lochead gave a general notice disclosing his
interest arising from being a shareholder of Believe It Or Not
Limited and a director and shareholder of Mad If You Don’t
Limited. Annabelle Lochead gave a general notice disclosing
her interest arising from being the wife of Brendan Lochead
(who is a shareholder of Believe It Or Not Limited) and a
director and shareholder of Mad If You Don’t Limited.
• Lightbox New Zealand Limited: Martin Stewart gave a
general notice disclosing interests arising from being an
employee of Sky.
• Sky Investment Holdings Limited: Martin Stewart,
Sophie Moloney and Blair Woodbury each gave a general
disclosure notice disclosing interests arising from being
senior employees and shareholders of Sky.
*Martin Stewart retired as a director of Sky, Lightbox New Zealand
Limited, Media Finance Limited, Non Trading PS Limited, Screen
Enterprises Limited, Sky DMX Music Limited, Sky Investment Holdings
Limited, Sky Network Services Limited and Sky Ventures Limited on
7 December 2020. Chaz Savage retired as a director of Believe it Or
Not Limited on 19 April 2021 and retired as a director of Sky DMX
Music Limited on 11 May 2021. David Hoodis retired as a director of
Sky DMX Music Limited on 6 January 2021. Blair Woodbury retired as
a director of Sky Investment Holdings Limited on 18 September 2020.
107
Sky / 2021 Annual Report
Company Information
Directors Holding and Ceasing Office
• Philip Bowman (Chair)
• Martin Stewart (resigned 7 December 2020)
• Michael Darcey
• Derek Handley (resigned 15 January 2021)
• Geraldine McBride
• Susan Paterson, ONZM (retired 13 October 2020)
• Joan Withers
• Keith Smith
Statement of Directors’ Interests
For the purposes of NZX Listing Rule 3.7.1(d), the following table sets out the quoted financial products in which each director had
a relevant interest as at 30 June 2021:
Relevant interestsShares
Philip Bowman
1,000,000
Michael Darcey
1,500,000
Geraldine McBride
88,151
Keith Smith
1
255,118
Joan Withers
Nil
(1) 75,068 shares jointly held by Keith and his brother Robert Smith as trustees of the Gwendoline Trust (in which Keith Smith has no beneficial interest);
80,050 shares held by Gwendoline Holdings Limited (Keith Smith is a discretionary beneficiary of a trust which owns Gwendoline Holdings Limited);
and 100,000 shares held by Keith Smith’s partner Lily Wong.
108
Subsidiaries
At 30 June 2021, Sky had the following subsidiary companies:
SubsidiaryDirector(s)Business during FY21
Believe It Or Not LimitedAnabelle LocheadQuizzes for the hotel
entertainment industry.
Brendan Lochead
Christopher Shaw
Chaz Savage (retired 19 April 2021)
Jonathon Errington (appointed 19 April 2021)
Lightbox New Zealand LimitedSophie Moloney (appointed 7 December 2020)Streaming services within
New Zealand.
Martin Stewart (retired 7 December 2020)
Media Finance LimitedSophie Moloney (appointed 7 December 2020)Did not trade.
Martin Stewart (retired 7 December 2020)
Non-Trading PS Limited (previously
Outside Broadcasting Limited)
Sophie Moloney (appointed 7 December 2020)Mobile on-site broadcasting
facilities and services
(up until 31 March 2021).
Martin Stewart (retired 7 December 2020)
Screen Enterprises Limited Sophie Moloney (appointed 7 December 2020)Did not trade.
Martin Stewart (retired 7 December 2020)
Sky DMX Music LimitedSteven HughesOperated the Sky DMX music
business.
David Hoodis (resigned 6 January 2021)
Chaz Savage (resigned 11 May 2021)
Martin Stewart (resigned 7 December 2020)
Sophie Moloney (appointed 7 December 2020)
Malcolm McRoberts (appointed 9 March 2021)
Jonathon Errington (appointed 11 June 2021)
Sky Investment Holdings LimitedMartin Stewart (resigned 7 December 2020)Investment in the form of
acquisition of RugbyPass Limited
(Ireland) and RugbyPass Asia Pte
Limited (Singapore).
Sophie Moloney
Blair Woodbury (resigned 18 September 2020)
Sky Network Services Limited
(previously Igloo Limited)
Sophie Moloney (appointed 7 December 2020)Did not trade.
Martin Stewart (resigned 7 December 2020)
Sky Ventures Limited
Sophie Moloney (appointed 7 December 2020)Did not trade.
Martin Stewart (retired 7 December 2020)
RugbyPass Asia Pte Limited
(Singapore)
Tang Edmund Koon KayManagement service.
Timothy Martin (retired 27 July 2020)
RugbyPass Limited (Ireland)Timothy Martin (retired 21 August 2020) International streaming service.
Content generation, subscription
and marketing.
Neil Martin
Martin Stewart (appointed 21 August 2020; resigned
7 December 2020)
Sophie Moloney (appointed 7 December 2020)
Hazel Dodd (appointed 4 June 2021)
RugbyPass UK Limited (UK)
(incorporated 26 January 2021)
Neil Martin (appointed 26 January 2021)Did not trade.
Sophie Moloney (appointed 26 January 2021)
Sports Analytics Ltd (South Africa)
(acquired 1 January 2021)
Neil Martin (appointed 1 January 2021)Sports data collection and
analysis.
Kevin Bouwer (appointed 3 October 2019)
The remuneration of Sky’s employees acting as directors of subsidiary companies is disclosed in the relevant banding for
employee remuneration or, in the case of Martin Stewart prior to his retirement, and Sophie Moloney following her appointment,
their remuneration is disclosed under the heading of “Chief Executive Remuneration”.
No director of any subsidiary company received directors’ fees or extra benefits by virtue of the fact that they are acting as
directors of subsidiary companies.
109
Sky / 2021 Annual Report
Remuneration of Directors
The total remuneration and value of other benefits received by directors of Sky during the year 1 July 2020 to 30 June 2021
was as follows:
NameBoard Fees
Audit and
Risk Committee
People and
Performance
Committee
Total
Remuneration
Martin Stewart
1
----
Derek Handley (resigned 15 January 2021)
54,167 6,5002,70863,375
Geraldine McBride
100,000 - - 100,000
Susan Paterson (retired 13 October 2020)
29,1673,500 3,50036,167
Mike Darcey
100,000- - 100,000
Philip Bowman
200,000-- 200,000
Joan Withers
100,00012,0005,000117,000
Keith Smith
100,000 20,000 - 120,000
Totals
683,334 42,00011,208736,542
(1) Martin Stewart did not receive any remuneration for the performance of his duties as a director during the year to 30 June 2021.
His remuneration for the performance of his duties as CEO is set out below.
The directors’ fee pool has been set at a maximum amount of $950,000 per annum since October 2015. The current fees
paid to Sky directors are set out in the table above. Directors do not receive any performance or equity-based remuneration
or superannuation or retirement benefits (for their role as directors). This reflects the role of the directors which is to provide
oversight and guide strategy, whereas the role of management is to operate the business and execute Sky’s strategy.
Chief Executive Remuneration
The CEO remuneration is a mix of base salary, short-term incentive (STI) and share entitlements, and is benchmarked against the
market annually.
Martin Stewart was CEO of Sky for 5 months of the FY21 period (from 1 July 2020 to 1 December 2020). Sophie Moloney was
appointed to replace Martin from 1 December 2020.
The CEO’s remuneration for the years ending 30 June 2021 and 30 June 2020, for both Martin and Sophie, is illustrated in the two
separate tables below:
Martin Stewart from 1 July 2020 to 1 December 2020:
20212020
Base salary
625,0001,500,000
Termination benefits
1,453,000-
STI
340,000-
Ordinary Shares
1,158,000-
Total remuneration
3,576,0001,500,000
On 1 December 2020 Martin Stewart left the position of CEO by mutual agreement and Sophie Moloney was appointed the new
CEO on this date.
During the year termination benefits associated with the former CEO of $1,453,000 were paid.
On 21 February 2020, 200,000 ordinary shares vested to the former CEO as part of a contractual entitlement to receive a total of
800,000 ordinary shares in instalments of 200,000 on each of the first four anniversaries of commencement of employment.
As a result of the CEO’s decision to leave by mutual agreement the 600,000 ordinary shares were vested on 1 March 2021 and have
been recognised at balance date. This equity-settled share scheme is accounted for and measured based on the fair value at grant
date (1 February 2019) of $1.93 per share ($1,158,000).
110
Sophie Moloney from 1 December 2020 to 31 June 2021:
2021
Base salary
1
544,000
STI
236,000
Total remuneration
780,000
(1) Sophie Moloney’s base salary is $932,500 per annum.
The CEO is entitled to participate in an STI scheme based on 40% of the CEO’s base salary (in FY21). The STI framework and
specific metrics are considered by the People and Performance Committee and recommended to the Board for approval on an
annual basis. The Board is extremely cognisant of the requirement to ensure that any STI is aligned to shareholder interests.
Shareholders
Substantial Product Holders
According to notices given to Sky under the Financial Markets Conduct Act 2013 and the ASX Listing Rules the following persons
were substantial product holders in Sky as at 16 July 2021:
Substantial Product Holder Name
Date of Substantial
Product Holder Notice
Number of Shares in
Substantial Product
Holding at year end and
at 16 July 2021
1
% held at
year end and at
16 July 2021
1
Jupiter Asset Management Limited
and its related bodies corporate
15 September 2020
158,022,4149.04
Accident Compensation Corporation21 September 2020
145,942,3828.357
UBS Group AG and its related bodies corporate18 June 2020
93,369,8595.35
Black Crane Asia Pacific Opportunities Fund18 June 2020
89,496,7855.12
FMR LLC 21 June 2021
89,676,8815.134
(1) Based on disclosures to the company
At Sky’s 30 June 2021 year end and at 16 July 2021 the total number of ordinary shares on issue was 1,746,879,558.
Twenty Largest Shareholders as at 16 July 2021
Name
Number
of Shares
% of Issued
Capital
HSBC Nominees (New Zealand) Limited
208,689,38311.95
Accident Compensation Corporation
157,938,0989.04
JPMorgan Chase Bank NA NZ Branch-Segregated Clients ACCT
122,655,3157.02
New Zealand Depository Nominee Limited
111,916,7696.41
HSBC Nominees (New Zealand) Limited A/C State Street
104,483,5995.98
BNP Paribas Nominees (NZ) Limited
91,101,1695.22
Citibank Nominees (New Zealand) Limited
81,941,6844.69
BNP Paribas Nominees (NZ) Limited
62,716,3613.59
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited
42,195,6672.42
BNP Paribas Nominees (NZ) Limited
36,422,3452.08
RugbyPass Investors LLC
25,085,4081.44
BNP Paribas Nominees (NZ) Limited
24,884,5251.42
New Zealand Rugby Union Incorporated
21,801,3251.25
TEA Custodians Limited Client Property Trust Account
11,466,4380.66
Hobson Wealth Custodian Limited
11,226,1300.64
Masfen Securities Limited
11,100,0000.64
HSBC Custody Nominees (Australia) Limited
10,065,1740.58
ANZ Wholesale Australasian Share Fund
9,627,5850.55
Forsyth Barr Custodians Limited
8
,006,0000.46
Evolution Cycles Limited
7,945,8310.45
1,161,268,80666.48
111
Sky / 2021 Annual Report
Distribution of Ordinary Shares and Shareholdings as at 16 July 2021
Range
No. of
Shareholders
Number of
Shares held% of Issued Capital
1 - 1,0001,9171,066,5620.06
1,001 - 5,0002,7277,843,2530.45
5,001 - 10,0001,45111,280,2290.65
10,001 - 100,0003,423130,223,5187.45
100,001 and over1,0171,596,465,99691.39
To t a l
10,5351,746,879,558100.0
Non-Marketable Parcels of Shares
As at 16 July 2021, 3,624 shareholders in Sky had non-marketable parcels of shares for the purposes of ASX Listing Rule 4.10.8.
Other Information
For the purposes of ASX Listing Rule 4.10.14 and 4.10.18, as at 16 July 2021:
• Sky had a total of 46,886,733 ordinary shares deemed securities subject to voluntary escrow on issue, as disclosed to the market
in Substantial Product Holder notices dated 19 August 2019 and 1 November 2019; and
• there was no on-market buy back.
Number of Holders of Equity Securities
The only class of equity securities on issue in Sky is ordinary shares. As at 16 July 2021 there were 10,535 holders of a total of
1,746,879,558 ordinary shares in Sky.
Voting Rights Attached to Shares
The only class of equity securities on issue in Sky which carries voting rights is fully paid ordinary shares. On a poll, each ordinary
share entitles the holder to one vote.
Unquoted Equity Securities
As at 16 July 2021, Sky does not have any unquoted equity securities on issue.
Sky Bonds
On 31 March 2021 Sky’s $100,000,000 seven-year bonds reached maturity with full repayment from cash reserves. Sky no longer
has quoted bonds.
112
Employee Remuneration
The number of employees or former employees of Sky and its subsidiaries (excluding directors of Sky but including employees of
Sky holding office as directors of subsidiaries, other than the former Chief Executive, Martin Stewart
1
) whose remuneration and
benefits was within specified bands for the year to 30 June 2021 is as follows:
These figures include severance payments made during the financial year.
Remuneration $
No. of employees
100,000 – 110,00052
110,001 – 120,00046
120,001 – 130,00033
130,001 – 140,00040
140,001 – 150,00024
150,001 – 160,00010
160,001 – 170,0009
170,001 – 180,00010
180,001 – 190,0002
190,001 – 200,0003
200,001 – 210,0004
210,001 – 220,0003
220,001 – 230,0002
230,001 – 240,0005
240,001 – 250,0004
250,001 – 260,0002
260,001 – 270,0002
270,001 – 280,0002
280,001 – 290,0001
290,001 – 300,0001
320,001 – 330,0001
340,001 – 350,0001
350,001 – 360,0002
360,001 – 370,0001
400,001 – 410,0001
410,001 – 420,0001
470,001 – 480,0001
480,001 – 490,0001
500,001 – 510,0001
540,001 – 550,0001
640,001 – 650,0001
680,001 – 690,0001
720,001 – 730,0001
1,090,001 – 1,100,0001
(1) T he remuneration of Sky’s former Chief Executive Martin Stewart is not included in the above table as he was also a director of Sky.
His remuneration is disclosed under the heading “Chief Executive Remuneration” above.
113
Sky / 2021 Annual Report
Donations
During the year 1 July 2020 to 30 June 2021, Sky made cash donations totalling $187,000. No donations were made to political
parties. Sky’s subsidiaries did not make any donations.
Auditors
The auditors of Sky and its subsidiaries were PricewaterhouseCoopers. The amount paid to PricewaterhouseCoopers by Sky in the
year to 30 June 2021 for statutory audit services and for other assurance services was:
Statutory audit services ($000)Other assurance services ($000)
Sky
58918
Sky’s subsidiaries did not pay PricewaterhouseCoopers any fees.
114
Waivers and Information
Current and Ongoing Waivers
and Confirmations
The following is a summary of all waivers which were relied
upon by Sky in the year to 30 June 2021. These were:
1. A class waiver from NZX Listing Rule 3.5.1 granted by
NZX on 3 April 2020 and the class waiver from certain
rules in Chapter 4 of the ASX Listing Rules granted by
ASX on 7 May 2020 to permit Sky to release its annual
results for the year ended 30 June 2020 after the period
usually required under the Rules.
2. A waiver from ASX Listing Rule 6.10.3 to the extent
necessary to permit Sky to set the “specified time”
to determine whether a security holder is entitled to
vote at a shareholders’ meeting in accordance with the
requirements of relevant New Zealand legislation.
3. A waiver from ASX Listing Rule 15.7 to permit Sky to
provide announcements simultaneously to both ASX
and NZX.
4. A waiver from ASX Listing Rule 14.3 to the extent
necessary to allow Sky to receive director nominations
between the date three months and the date two
months before the annual meeting.
5. Confirmation that the rights attaching to Sky shares set
out in Sky’s constitution are appropriate and equitable for
the purpose of ASX Listing Rule 6.1 and comply with ASX
Listing Rule 2.1.
6. Confirmation that ASX will accept financial accounts
prepared in accordance with New Zealand GAAP and
New Zealand Auditing Standards, and denominated in
New Zealand dollars.
7. Confirmation that Sky can provide to ASX substantial
holder information provided to it under the New Zealand
Securities Markets Act 1988 (now the Financial Market
Conduct Act 2013).
Admission to the official list of
the Australian Securities Exchange
In connection with Sky’s admission to the official list of the
ASX, the following information is provided:
1. Sk y is incorporated in New Zealand.
2. Sk y is not subject to Chapters 6, 6A, 6B and 6C of the
Australian Corporations Act 2001 dealing with the
acquisition of shares (such as substantial holdings and
takeovers).
3. Limitations on the acquisition of the securities imposed by
New Zealand law are as follows:
(a) In general, Sky securities are freely transferable and
the only significant restrictions or limitations in relation
to the acquisition of securities are those imposed by
New Zealand laws relating to takeovers, overseas
investment and competition.
(b) T he New Zealand Takeovers Code creates a general rule
under which the acquisition of more than 20% of the
v oting rights in Sky or the increase of an existing holding
o f 20% or more of the voting rights in Sky can only occur
in certain permitted ways. These include a full takeover
o ffer in accordance with the Takeovers Code, a partial
t akeover offer in accordance with the Takeovers Code,
an acquisition approved by an ordinary resolution,
an allotment approved by an ordinary resolution,
a creeping acquisition (in certain circumstances) or
c ompulsory acquisition if a shareholder holds 90% or
more of Sky shares.
(c) T he New Zealand Overseas Investment Act 2005 (and
associated regulations) regulates certain investments in
New Zealand by overseas persons. In general terms,
c onsent is likely to be required where an ‘overseas
person’ acquires shares or an interest in shares in Sky
that amount to more than 25% of the shares issued by
Sk y or, if the overseas person already holds more than
25%, the acquisition increases that holding.
(d) T he New Zealand Commerce Act 1986 is likely to
pr event a person from acquiring Sky shares if the
ac quisition would have, or would be likely to have,
the effect of substantially lessening competition
in a market.
115
Sky / 2021 Annual Report
Share Market and Other Information
Enquiries
Sky is continually striving to improve its electronic
communications with investors and stakeholders and reduce
its environmental impact by encouraging investors to receive
communications electronically via Sky’s share registry,
Computershare Investor Services Limited. Sky investors can
elect to receive communications from Sky electronically by
visiting www.investorcentre.com/nz.
New Zealand
Sky’s ordinary shares are quoted on the NZX Main Board
and trade under the code SKT. Sky’s International Security
Identification Number issued for the Company by the NZX
is NZSKTE0001S6.
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011, New Zealand
Mailing address:
PO Box 2959
Wellington 6140, New Zealand
Tel: +64 4 472 7599
Website: nzx.com
Australia
Sky’s ordinary shares are also quoted on the ASX and trade
under the code SKT.
ASX Limited
Exchange Centre
20 Bridge Street, Sydney
NSW 2000, Australia
Mailing address
PO Box H224
Australia Square, Sydney
NSW 1215, Australia
Tel: +61 2 9338 0000 Fax: +61 2 9227 0885
Annual Meeting
The next Annual Shareholders’ Meeting of Sky Network
Television Limited will be held on Thursday 28 October 2021,
commencing at 10.00am (NZDT). Sky will provide further
details in due course through its Notice of Annual Meeting
of Shareholders.
116
Directory
Registrars
Shareholders should address questions relating to share
certificates, notify changes of address or address any
administrative questions to Sky’s share registrar as follows:
New Zealand Ordinary Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
Mailing address:
Private Bag 92119
Auckland Mail Centre
Auckland 1142, New Zealand
Tel: +64 9 488 8700 Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
Australian Branch Register
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street
Abbotsford, VIC 3067
GPO Box 2975
Melbourne VIC 3000, Australia
Freephone: 1800 501 366 (within Australia)
Tel +61 3 9415 5000 (outside Australia)
Fax +61 3 9473 2500
Email: enquiry@computershare.co.nz
Directors
Philip Bowman (Chair)
Derek Handley (resigned 15 January 2021)
Geraldine McBride
Joan Withers
Keith Smith
Martin Stewart (resigned 7 December 2020)
Michael Darcey
Susan Paterson, ONZM (retired 13 October 2020)
Officers
Sophie Moloney Chief Executive
Andrew Hirst Interim Chief Financial Officer
Jonny Errington Chief Commercial Officer
Michael Frampton Chief People and Operations Officer
James Bishop Company Secretary
New Zealand Registered Office
10 Panorama Road, Mt Wellington,
Auckland 1060, New Zealand
Tel: +64 9 579 9999 Fax: +64 9 579 8324
Website: sky.co.nz
Australian Registered Office
c/- Allens Operations Pty Limited
Level 4, Deutsche Bank Place,
126 Philip Street,
Sydney, NSW 2000, Australia
Tel: +61 2 9230 4000 Fax: +61 2 9230 5333
Auditors to Sky
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
Tel: +64 9 355 8000 Fax: +64 9 355 8001
Solicitors to Sky
Buddle Findlay
HSBC Tower
188 Quay Street
Auckland 1010, New Zealand
Tel: +64 9 358 2555 Fax: +64 9 358 2055
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland 1010
Tel: +64 9 357 9000 Fax: +64 9 357 9099
---
1
For the year ended
2
For the year ended
•
•
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•
3
For the year ended
4
For the year ended
1
On a like for like basis, excluding Lightbox wholesale at FY20.
6
For the year ended
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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•
1
Excludes bundled Lightbox wholesale customers at 30 June 2020.
7
For the year ended
8
•Total customer relationships reduced by 3% year on year with underlying
relationships (excluding Lightbox wholesale at FY20) increasing by 16% over
the same period
•Continuing to progress towards stabilising the Sky Box customer base, which
declined 3.8% in FY21 compared to 5.4% in the prior year. Migration of
reseller customers completed, successfully converting close to 90%
•57% YoY increase in streaming customer relationships on a like for like basis
•39% growth in Neon customers since the launch of the merged Neon and
Lightbox service. At acquisition
3
there were approximately 130k Spark
customers using Lightbox and recognised by the wholesale arrangement with
Spark. By June 2020 this was 154k. At the July 2020 merge we converted
over 1/3rd of bundled Lightbox customers to paying Neon customers
•Commercial customer relationships consolidated to remove ~700 zero-
revenue support accounts
1
Other subs in FY17 refers to Fatso business, no longer in operation.
2
Streaming customer groups comprise Neon, Lightbox, Sky
Sport Now, RugbyPass and retransmission customers (excludes free trials).
3
Lightbox acquisition completed 31 Jan 2020.
For the year ended
9
•Net growth in direct customers in H1 with 12.8k net loss in H2 partly
reflecting seasonal patterns early in H2
•Customer activations returned to growth with an improvement of 15%
achieved in FY21
•29% of activations were due to customers returning to Sky
•Disconnections lower in H2 at 34k vs H1 at 36k, largely due to
improvements in churn following reseller migration and maintaining focus on
customer retention strategies
•Migration of 34k totalreseller customers to a direct relationship with Sky
largely completed in H1 FY21, noting 11k reseller churn prior to migration.
Post migration the annualised churn rate for these customers has improved
to 9.9%
For the year ended
10
•Total annualized churn of 12.2% compares to 12.6% in prior year and
15.3% at FY18 (a 20% improvement over 3 years)
•Significant improvement in the important 0-1 year tenure segment where
customers are most at risk of churning with 31% YoY improvement
•Customers under contract increased YoY to 10.6% from 7.3%, with
average contract terms increasing to 14.5 months from 14.1 months
•Strong core of loyal Sky Box customers remains. 74% have been with
Sky for over 5 years and with lower average churn rate of 7%
1
Note: FY21 half and full year numbers include former Reseller customers migrated to a direct relationship with Sky, based
on the original date of subscribing for Sky’s service.
For the year ended
•Consumer research
1
provides strong support for the new Sky Box development:
85% of existing customers found the new Box appealing, while 77% of non-
customers open to Sky
2
found the concept appealing
•What’s been achieved so far:
—In-depth consumer research informing all key aspects of the design (product
features and user interface)
—Development roadmap builds on work already completed through Sky’s digital
platform and Sky Go developments features
—Clear product criteria established for launch proposition
—Technical specifications finalised
—Development on track for delivery and within existing capex envelope
•Next steps:
—Customer research informing the go to market approach with customer proposition
(pricing, go to market strategy) being finalised
—Finalising hardware design for box and remote
—Continued sprint planning and delivery across all workstreams
and vendors
1
Yabble / Sky 2020.
2
LEK Market Sizing & Audience Segmentation, Feb 2020 identified 600,000 households not
currently subscribed to Sky are open to taking a Sky subscription.
For the year ended
11
12
•Early marketing initiatives creating strong awareness, particularly within the
Sky Box customer base (unprompted 18% / prompted 36%)
•Recognising Broadband is not an immediate purchase decision, early
response to targeted campaigns is validating pre-launch research
2
suggesting 65% of customers are open to switching to Sky Broadband
•20% of sales achieved through online acquisition channel with a further 33%
joining via other non-commissioned channels, minimising acquisition costs
•Customers responding positively to Sky Broadband’s speed, coverage and
price
•Partnership with Disney providing further differentiation and the value add of
a 12-month Disney+ subscription
1
Includes add-ons such as land line, calling plans and boosters.
2
Source: Sky Broadband –Customer Insights
June 2020.
For the year ended
13
•Continued strong growth in streaming customers of 57% YoY on a like for like
basis, well above 4-year CAGR of 37%. Neon customer growth of 39% since
the launch of the merged platform in July
•Strong improvement in content engagement for Neon (+28%)and SSN
(+15%),a lead indicator for retention
•Average tenure for Sky Sport Now decreased to 11.0 months due to
significant customer growth in FY21. Average Neon tenure remained above
12 months, despite continuing subscriber growth
•Subscriber numbers continue to increase each week to year end, following
Neon pricing increase of 14.6% in May
3
•Streaming products continue to unlock new customer pools:
—96% of new Sky Sport Now customers in the period didn’t have a Sky Box
subscription in the previous 90 days
—Over 8,100 customers who lapsed from Sky Box more than 1 year earlier
rejoined as Sky Sport Now customersin FY21
1
Engagement is defined as customers that viewed content during a month, using a 12 month rolling average.
2
Excluding Lightbox wholesale customers at FY20.
3
Price increase to $15.99 (from $13.95) announced 16
April and implemented 17 May 2021.
For the year ended
Recovery continues; capturing opportunities from tiered pricing and service upgrades
14
•Somecustomer churn in H1, largely related to accounts already suspended
due to COVID-impact. Acquisitions weighted to the second half and
achieved despite the absence of international tourism support for licensed
premises and accommodation providers
•100% of licenced premises moved to value-based, tiered pricing by
February 2021, resulting in an overall lift in ARPU (somewhat masked by
COVID-19) with no discernible impact on churn
•Value-based pricing is unlocking new opportunities in lower tier market
segments such as sports clubs (+12% during FY21)
•Successful upgrade promotion to accommodation providers has increased
the number of rooms offering Sky’s digital service (from analogue), with 73%
of rooms now digital (+8%), giving richer guest experience, higher
subscription rate and reduced churn
•Commercial customer relationships have been consolidated to remove ~700
zero-revenue support accounts (such as secondary accounts within the
same physical venue)
For the year ended
15
•Clear positioning as an aggregator with high value content plus strong
market penetration -key reasons Sky is considered a trusted partner for
content providers and a ‘one stop shop’ for customers
•Attractive partner, enabling content providers to access a significant 955k+
customer base through satellite (residential and commercial), streaming as
well as free-to-air
•Significant new and renewed multi-year deals signed in FY21 for key
content that our customers enjoy, including: Discovery, ESPN, NRL, NZRL,
ICC World Test Championship, ViacomCBS, NBCUniversal, Foxtel
•Content discussions remain disciplined and continue to focus on
appropriately valuing content and rationalising where that makes sense,
based on our rich data and insights (including from 26,000 Sky Nation
customer panel and 35% connected boxes)
For the year ended
© 2021 CBS Studios Inc. All Rights Reserved
For the year ended
16
For the year ended
•New leadership structure established in April, underpinning refreshed
operating model that places Sky’s customers front and centre and
empowers Sky’s capable team of senior leaders
-Enabling and empowering teams that are aligned to customer priorities
and value
-Introducing ways of working built on rapid cycle test-and-learn
-Driving a flatter, faster, fitter organisation
•Sky Values developed through collaborative workshop process, led by Sky
Culture Champions and endorsed by the Board. ‘Values in Action’
workshops bringing values to life within the business
•‘Life at Sky’ staff quarterly survey introduced in Q2 of FY21 to track progress
in key areas with encouraging early signs of improved engagement
17
For the year ended
For the year ended
18
•Results were at the top-end (revenue) or slightly above (EBITDA
and NPAT) guidance
•Further slow-down of Revenue decline: 4.7% in FY21 vs 6.1% in
FY20
•Other Income of $13.5m includes a $5.8m gain on sale of OSB
and $5.0m of non-cash accounting adjustments relating to
RugbyPass
•Underlying Operating Expenses reduced by $27.1m (5%),
reflecting permanent savings in the underlying cost base, equitable
reductions in content rights and lower production costs due to
COVID-19
•FY21 one-off costs of $10.3m related to $7.5m of content
impairment and $2.8m for the mutually agreed exit of the former
CEO. FY20 one-off costs of $28m included $15m of
redundancies, $3m of content impairment, $3m satellite
reservation fee and $7m of consultancy & compliance costs
$m
FY21FY20
vs
Adjusted
%
Adjusted
AdjustedReportedAdjustedReported
Revenue711.2711.2746.6746.6(35.5)(5%)
Other Income2.713.51.01.01.7170%
Operating Expenses528.0538.3555.2583.427.15%
EBITDA185.9186.4192.4164.2(6.5)(3%)
Depreciation & Amortisation108.0108.0119.3119.311.39%
Impairment of Goodwill---177.5--
EBIT77.978.473.1(132.6)4.87%
Interest and FX10.510.513.713.73.223%
Profit/(Loss) before tax67.467.959.4(146.3)8.012%
Tax20.320.418.410.5(1.9)(9%)
Net Profit/(Loss) after tax47.147.541.0(156.8)6.115%
19
•Revenue
1
decline of 4.7%, but after removing the direct impact
of COVID-19 and other one-off and structural impacts, the
decline was 2.4% vs 6.1% in prior year
•Majority of direct COVID-19 impact on Advertising and
Commercial revenues in H1 netted off against recovery in H2
vs COVID-affected H2 FY20. Advertising largely returned to
normal, and Commercial still ramping back up at the end of the
year
•24% increase in Streaming revenue through strong growth on
Neon and Sky Sport Now
1
Revenue does not include Other Income which was $1.0m in FY20 and $13.5m in FY21.
2
Sky Box revenue includes
direct and Vodafone reseller subscriptions.
3
Streaming revenue includes Neon, Lightbox, Sky Sport Now, RugbyPass
and retransmission revenues
For the year ended
For the year ended
20
•Sky Box revenue decline of 9% compared to 8% in prior year, reflecting
customer loss in FY20 (which has since stabilised in FY21), reseller
customer churn prior to November migration, and lower ARPU in the period
•FY21 ARPU $3.7 lower than FY20, with approx. half this due (~$1.75) due
to the impact of structural and one-off items, including:
—Migrated reseller revenue previously being recorded gross, with
wholesale commissions recognised in operating expenses
—‘First month free’ offered for reseller migration customers
—Full period effect of package downgrades following COVID-19 impacts
on content availability
—Fewer Pay-Per-View sports events due to COVID-19
•There has been no price increase since April 2019
1
FY18 Sky Box revenue is adjusted for the adoption of NZ IFRS 15.
2
Sky Box subscription ARPU is the monthly average
revenue for residential customers including Vodafone, reseller customers, calculated as the average for the year. Excludes GST..
For the year ended
21
•Streaming revenue increased 24%, compared to 35% in the prior period and
compound average growth of 34% since FY18
•Significant growth in Neon customers following Lightbox acquisition on 31
January2020 and further growth followingthe merger of Lightbox and Neon
in July 2020
•This NEON growth did lower average streaming ARPU by $3 vs FY20 due
to the lower price points on NEON compared to other Streaming products
1
Streaming subscription ARPU is the blended rate across Neon, Lightbox, Sky Sport Now, RugbyPass and
Retransmission, calculated as the average for the year. Excludes GST.
For the year ended
22
•Commercial revenue was significantly impacted by border and gathering
restrictions, with H1 FY21 revenue down $7.5m (27%) compared to H1
FY20
•There has been significant recovery, with the lifting of accommodation
discounts in H2 back towards pre COVID-19levels, although there are still
impacts of international travel on the accommodation sector
•Return to normal billing for licensed premise customers in August 2020, and
value-based tier pricing fully rolled out to customers by February 2021
•We are still working through the range of options we have to offer our
Commercial customers with respect to the current lockdown
-
For the year ended
23
•Advertising revenue down $0.3m (1%) compared to FY20, with significant
disruption in H1 (and H2 FY20), but a recovery in H2 vs a COVID-impacted
H2 FY20.
•Television spend for the NZ market
1
was up ~5.6% YoY. Sky’s overall
market share was maintained at 8.8%, even with the removal of Discovery
representation with the new deal commencing in February 2021
1
Source: Quarterly Performance Comparison Report from PWC
For the year ended
24
•Operating expenses (excl. Depreciation & Amortisation) decreased by $45m
(8%) on FY20; decrease was $27m (5%) after excluding one-offs in each year
•Reduction of $13m in Programming costs reflects:
—COVID-19 related equitable reductions for content rights and lower production
costs due to cancelled and postponed sporting events, and reduced entertainment
content pipeline
—savings from not renewing domesticcricket rights
—permanent reduction in RugbyPass costs
—offset by a significant step-up in the second half of FY21 (mainly the new rugby
deal) and events postponed to H2 FY21 or with cancelled comparatives in H2 FY20
•Subscriber related, Broadcast & Infrastructure and Other reductions of $14m
(excluding one-offs) primarily relate to headcount savings from FY20
restructuring activities and other cost efficiency programmes
•One-off costs in FY21 related the mutually agreed exit of the former CEO
($2.8m) and impairment of entertainment content ($7.5m). FY20 one-offs
included redundancies ($15m), a Holiday Act compliance provision ($3m),
satellite reservation fee ($3m), and consultancy costs ($3m)
•Reduction in Depreciation consistent with transition to capital-light model
1
Total expenses is made up of Operating expenses plus Depreciation & Amortisation
For the year ended
25
•COVID-19 impact on revenue of $8m was outweighed by $18m of reductions
in sports rights and production costs for cancelled or postponed events
•The impact of COVID-19 on commercial and advertising did continue from
FY20, but was offset by recovery in H2 vs COVID-impacted H2 FY20
•Adjusting for one-offs, net underlying subscription revenue decline (being
decline in Sky Box net of growth in Streaming) of $20m (3%) vs a 6% decline
in FY20
•Permanent cost savings of $37m includes full year benefit of restructuring in
FY20, non-renewal of domestic cricket and permanent savings from
RugbyPass, discontinued Sky Sport News & Sky Watch magazine, and
reduced reseller commissions with the move to direct relationship with Sky
•Content rights uplift in FY21 of $25m is a combination of new rights
agreement with SANZAAR from 1 January 2021, as well as costs for key
one-off sports events and competitions such as Euro 2020 and Lions Tour
•FY21 non-recurring Other Income of $10.8m, being gain on sale of OSB
andnon-cash accounting adjustments related to RugbyPass. Offset by
$10.3m of one-off costs relating to content impairments and the mutually
agreed exit of the former CEO
OtherPerm
Savings
FY20COVID
Costs
FY21
One-offs
COVID
Revenue
FY20 AdjContent
Rights
FY20
One-offs
Subscriber
Decline
FY21
2
–
For the year ended
26
•FY21 capex of $51m was 7.2% of revenue, down from 7.6% in FY20. We
continue to target capex spend within our long-term range of 7%-9% of
revenue
•Satellite installation capex increased from $12.6m to $14.8m due to higher
customer acquisition volumes in the year
•Further growth capex in FY21 included investment in the launch of Sky
Broadband, and in the new Set Top Box
•Enhancement capex was spent on upgrades to the digital platform, as well
as personalisation & customisation
•Reduction in capex spend resulting from sale of OSB to NEP.The sale
reduces future capex requirements related to technology upgrades
estimated at $50m over the next 5 years
Cash
on hand
June 2020
Cash
from
operations
InterestTaxNet cash
from
operating
activities
Asset
sales
CapexLeasingFree
cash flow
generated
Bond
repayment
Other
financing
Cash
on hand
June 2021
–
For the year ended
27
•$69m of free cashflow generated in the period
•This is after adjusting for an unusual $43m increase in net working capital,
due to inflated cash andpayables balances at the end of FY20 (due
toongoing sport equitable reduction negotiations at that time) which
returned to normal during FY21
•Sufficient cash reserves to repay bond in March 2021
•$35m of cash at June 2021, plus $200m undrawn debt facility (which was
undrawn in the year)
•$7m of proceeds received from sale of OSB, with further $7m due in
September 2021 (FY22)
28
For the year ended
For the year ended
29
•FY22 guidance is provided subject to the continuing uncertainty regarding
the ongoing impacts of COVID-19
•Revenue shows a return to growth for the first time since FY16
•Reduced EBITDA (and cash flow generation) and NPAT in FY22 vs FY21
reflects the removal of one-off benefits in FY21 (e.g. COVID-19savings and
other income), some one-off sporting events in FY22 (e.g. Summer and
Winter Olympics), increased programming costs (e.g. rugby and others),
and the start-up phase for Sky Broadband. Refer bridge on following page
•Guidance excludes any impact from potential sale of property
•Sky remains in a strong financial position, including cash on hand of $35m
and undrawn debt facilities of $200m. Facility headroom likely to reduce
from any sale of property
•The Board continues to consider capital management options, including
potential for dividends, in the context of the strong balance sheet, options for
proceeds from the potential sale of property, and the need to reinvest
operating free cash flow in FY22 into growth initiatives
1
Subject to no adverse change in operating conditions, including future economic impacts flowing from COVID-19
For the year ended
30
•FY22 EBITDA reflects stripping out one-offs and COVID-19
impacts from FY21, then adjusting for known FY22 events and
changes
•Net cost of $15m for the Summer & Winter Olympics and ICC
Women’s Cricket World Cup in New Zealand is a one-off in
FY22 (with Summer Olympics originally scheduled for FY21)
•Content renewals cost increase of $39m includes the full year
impact of new rugby deal, as well as other key sport and
entertainment renewals
•For the first time Streaming growth is expected to outstrip the
decline in Sky Box revenue
•Further permanent operating cost savings of $7.5 million
•Marketing investment represents need to invest in growth (e.g.
Sky Broadband, new Sky Box initiatives)
FY22
events
FY21FY21
One-offs
FY22COVID
costs
Content
renewals
Sky Box
decline
Opex
Savings
Streaming
growth
COVID
revenue
–
Marketing
Investment
Other
For the year ended
31
Nurturing and growing Sky Box
and Streaming customers
Growing revenues and
reducing operating costs
Being the preferred partner for
key rights holders, content
creators and distributors
Being a place where our crew are
empowered to do their best work
Rapid and sustained execution and
enabling our people to succeed
Being efficient, adaptive and
profitable business
•
•
•
•
•
•
•
•
•
•
•
•
•
•
1
2
3
4
1
Excluding broadband.
2
By FY24.
3
Excluding broadband and net of inflation
•
•
•
•
•
•
1
2
OUR
FOCUS
AREAS
THE
BEDROCK
OF OUR
BUSINESS
FY22 Targets
11.5% -12.0%
3% -5%
10% -15%
12+ months
Neon 80%,
SSN 75%
15% -25%
1% -3%
$5m -$35m
50% -55%
$5m -$10m
On time delivery
50% –60%
FCF positive
$85m -$95m
7% –8.5%
3 YEAR TARGETS
SKY’S STRATEGY
32
For the year ended
33
This presentation has been prepared by Sky Network Television Limited and its group of companies (“the Company”) for informational purposes. This disclaimer applies to this document and
the verbal or written comments of any person presenting it.
Information in this presentation has been prepared by the Company with due care and attention. However, neither the Company nor any of its directors, employees, shareholders nor any
other person give any warranties or representation (express or implied) as the accuracy or completeness of this information. To the maximum extent permitted by law, none of the Company,
its directors, employees, shareholders or any other person shall have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault or negligence)
arising from this presentation or any information supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations,
estimates and assumptions and are subject to a number of risks, and uncertainties, including material adverse events, significant one-off expenses and other unforeseeable circumstances.
There is no assurance that results contemplated in any of these projections and forward-looking statements will be realised, noris there any assurance that the expectations, estimates and
assumptions underpinning those projections or forward-looking statements are reasonable. Actual results may differ materially from those projected in this presentation. No person is under
any obligation to update this presentation at any time after its release or to provide you with further information about theCompany.
The Company has used the non-GAAP financial measure EBITDA and has presented adjusted results when discussing financial performance, as the directors and management believe that
these measures provide useful information on the underlying performance of the Company. EBITDA is defined by the Company as earnings before income tax, interest expense, depreciation,
amortisation and impairment, unrealised gains and losses on currency and interest rate swaps. Adjustments made to Sky’s GAAP financial measures normalised for non-recurring costs and
non-cash impairments and are described in more detail herein. You should not consider this in isolation from, or as a substitutefor, the information provided in the audited consolidated
financial statements for the financial year ended 30 June 2021, which form part of the Company’s 2021 Annual Report at https://www.sky.co.nz/investor-centre/results-and-reports.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. The presentation does not constitute an
offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or sale of any security. Nothing in this presentation constitutes legal,
financial, tax or other advice.
For the year ended
---
1
ANNUAL CORPORATE
GOVERNANCE STATEMENT
2021
24 August 2021
The following disclosures and compliance statements are provided in accordance with the NZX
Corporate Governance Code and the ASX Corporate Governance Principles and Recommendations
(4th edition). This corporate governance statement is current as at 24 August 2021, and has been
approved by the Board. All the policies and charters referred to below are available on our website
https://www.sky.co.nz/investor-centre/corporate-governance
NZX AND ASX CORPORATE GOVERNANCE BEST PRACTICE CODES
The NZX Corporate Governance Code sets standards for effective corporate governance in New
Zealand and Sky is committed to reporting against this code. The Board considers that Sky has
complied with the NZX and ASX corporate governance best practice codes in all material respects
during the 2021 financial year, except where otherwise indicated.
1. A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
Directors should set high standards of ethical behaviours, model this behaviour, and hold
management accountable for delivering these standards throughout the organisation.
STATEMENT OF VALUES
Sky’s values were developed through a collaborative workshop process, led by Sky Culture Champions
and endorsed by the Board. Collectively, the values “Be Yourself”, “Create Something Amazing” and
“Make Someone’s Day” create a common understanding of the expectations Directors, executives and
staff have of each other and themselves. They represent Sky’s relentless focus on customers and instil
accountability for consistent collaboration, respecting diverse perspectives, and encouraging a growth
mindset. Responsibility for instilling the values throughout the business is achieved through Values in
Action workshops. Sky’s values are disclosed in the FY21 annual report and Sky’s 25 August 2021
annual results presentation.
CODE OF ETHICS
Sky has a Code of Ethics which outlines Sky’s minimum ethical standards and policies in respect of
various matters including conflicts of interest, corporate opportunities, confidentiality, insider trading and
dealing with corporate assets, in addition to encouraging compliance with applicable laws and
regulations. The Code of Ethics applies to Sky's directors, senior executives, employees and other
persons, and is available on Sky’s website. All material incidents are to be notified to Sky’s People and
Performance Committee and/or Sky’s Board of Directors.
WHISTLEBLOWING/ PROTECTED DISCLOSURE
Sky’s Protected Disclosure “Whistleblowing” Policy provides an internal process for staff to report any
serious wrongdoing and gives protection to the employee making the disclosure in accordance with the
policy. The policy outlines types of behaviour that may be considered serious wrongdoing, how an
employee can make a disclosure and how they are protected. A thorough review of the policy was
undertaken during the year to review and strengthen the framework and to ensure Sky’s practices
continue to reflect best practice. The Protected Disclosure “Whistleblowing” Policy is posted on Sky’s
website. Any material incidents would be notified to Sky’s People and Performance Committee and/or
Sky New Zealand / Annual Corporate Governance Statement 2021
2
Sky’s Board of Directors and this process has been formalised in Sky’s Protected Disclosure
“Whistleblowing” Policy.
SECURITIES TRADING
Sky has a formal Securities Trading Policy, which is posted on Sky’s website. Sky’s Securities Trading
Policy includes robust procedures to minimise the risk of insider trading. The policy outlines that
directors, officers and employees of Sky may not buy or sell securities in Sky, nor may they tip others,
while in the possession of material information. Additional restrictions apply to key management
personnel who are prohibited from trading during prohibited periods (other than in exceptional
circumstances) and must at all times (including outside prohibited periods) obtain written consent to
trade from the Chief Financial Officer, and Chair of the Board or the Chair of the Audit and Risk
Committee (as applicable). Sky’s Securities Trading Policy affirms the law relating to insider trading
contained in the Financial Markets Conduct Act 2013 and the Australian Corporations Act 2001 (Cth)
and complies with ASX Listing Rule 12.12.
ANTI-BRIBERY AND CORRUPTION POLICY
Sky’s Code of Ethics sets out the principles of ethical conduct expected of Directors, senior managers,
employees, contractors and consultants or any other person who represents Sky or is engaged to carry
out work for Sky. Whilst it does not specifically cover all issues relating to anti-bribery and corruption,
the policy references compliance with all applicable laws and regulations and observing the highest
standards of business ethics. Furthermore, Sky's Code of Ethics contains appropriate controls around
offering and accepting gifts or entertainment. In order to specifically set out Board and management
expectations on anti-bribery and corruption, Sky intends to publish an Anti-bribery and Corruption Policy
during the 2022 financial year, in line with ASX Recommendation 3.4.
2. BOARD COMPOSITION AND PERFORMANCE
To ensure an effective board, there should be a balance of independence, skills, knowledge,
experience and perspectives.
BOARD OF DIRECTORS – COMPOSITION
Sky’s Board is appointed or ratified by the shareholders of Sky by ordinary resolution. The NZX Listing
Rules provide for a minimum of three directors, and Sky’s constitution provides for a maximum of ten
directors. As at 30 June 2021, the Board consisted of five directors whose relevant skills, experience
and expertise are outlined in their biographies in Sky’s annual report. The Board operates under a
written charter (Board Charter), which sets out the respective roles and responsibilities of the Board,
the Chair and management, and (together with the delegated authorities policy) those matters expressly
reserved to the Board and those delegated to management. A copy of the Board Charter is available
on Sky’s website.
NOMINATION AND APPOINTMENT
The Board gives consideration to the Board’s skills, experience and diversity when evaluating potential
board candidates. The objective is to have a mix of skills represented on the Board that are relevant to
Sky’s business and strategy.
During the financial year ending 30 June 2021, Susan Paterson ONZM retired from Sky’s Board and
Martin Stewart and Derek Handley resigned from Sky’s Board (with Martin Stewart also resigning as
Chief Executive).
The Board may appoint directors to fill casual vacancies that occur, or add persons to the Board up to
the maximum number prescribed by the constitution. At each annual meeting all directors appointed by
the Board since the last annual meeting must retire and seek re-election, if eligible. Directors must also
Sky New Zealand / Annual Corporate Governance Statement 2021
3
not hold office (without re-election) past the third annual meeting following the Director’s appointment
or 3 years, whichever is longer. Directors’ fees have been set at a maximum amount of $950,000 per
annum since October 2015.
As at 30 June 2021 the Board is comprised of:
• Philip Bowman (Chair) – appointed 1 September 2019
• Geraldine McBride – appointed 13 September 2013
• Mike Darcey – appointed 19 September 2017
• Joan Withers – appointed 17 September 2019
• Keith Smith – appointed 21 April 2020
Before appointing directors to the Board, or putting candidates forward at annual meetings for re-
election, the Board ensures that appropriate checks are carried out to ensure candidates have the
necessary skills to act for the Company. Material information that is relevant to a decision on whether
or not to elect or re-elect the Director is provided to shareholders. Written agreements are in place with
each Board member and senior executive setting out the terms of their appointment.
New Board members receive induction training so as to gain an understanding of Sky’s business and
operations including its financial, strategic and risk management position as well as a director’s rights,
duties and responsibilities, the role of the Board, the Board committees and the executive management
team. It is expected that all directors will be required to stay informed of changes to, and emerging
issues in, director duties and responsibilities. In addition, visits to specific company operations, when
appropriate, and briefings from key executives and industry experts will be arranged. Sky will reimburse
directors for reasonable costs incurred in attending appropriate conferences and training courses.
Sky ensures that a majority of its Board are independent directors. At 30 June 2021 all of the directors
of Sky were considered to be independent directors, having regard to the factors in NZX
Recommendation 2.4 and ASX Recommendation 2.3. The Chair of Sky's Board is Philip Bowman, an
independent director.
In considering the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3, the Board has
had careful regard to whether Geraldine McBride's status as an independent director has changed by
virtue of her interest and position in MyWave Limited (MyWave), which supplies services to Sky in
support of Sky’s Fan Experience platform. In particular, Geraldine is the CEO and director of MyWave
(and its holding company, MyWave Holdings Limited), and currently holds shares in MyWave Holdings
Limited.
The Board has considered this relationship and concluded that, notwithstanding this, it is not sufficiently
material so as to interfere with Geraldine's capacity to bring independent judgement to bear on issues
before the Board (which will exclude matters related to MyWave) and to act in the best interest of Sky
and to represent the interests of its shareholders generally rather than the interests of an individual
securityholder or other party. Therefore, for the purposes of the NZX Listing Rules and ASX Listing
Rules, the Board has determined that Geraldine McBride is an independent director. Further
information on the Board's assessment of Geraldine's independence is set out in the Corporate
Governance section of Sky’s annual report.
ROLE OF THE BOARD
The Board oversees Sky’s business and is responsible for its corporate governance. The Board sets
corporate policies and the strategic direction of the company and oversees management with the
objective of enhancing the interests of shareholders. Management is responsible for the implementation
of the corporate policies set by the Board, as well as the day-to-day running of Sky’s business including
risk management and controls and liaising with the Board about these matters.
Sky New Zealand / Annual Corporate Governance Statement 2021
4
Various information reports are sent to the Board in order to keep them informed about Sky’s business
including reports during the year ended 30 June 2021 on the effectiveness of the management of
material legal and business risks. Directors also receive operating and financial reports, and access to
senior management at Board and committee meetings.
The Board operates two permanent Board committees, namely the Audit and Risk Committee and the
People and Performance Committee (formerly the Nomination and Remuneration Committee). The
members of the Audit and Risk Committee as at 30 June 2021 are Keith Smith (Chair), Philip Bowman
(Board Chair) and Joan Withers. The members of the People and Performance Committee are
Geraldine McBride (Chair), and Joan Withers.
DELEGATIONS
To enable the effective functioning of the day-to-day business of Sky, the Board has delegated certain
of its powers to Sky’s Chief Executive and senior management. Those powers are set out in Sky’s
delegated authorities policy (with treasury management delegations set out in the Treasury Policy) and
relate to how Sky employees are able to authorise any transaction with a financial implication, or to
perform other functions relating to human resource matters or finance and legal matters. Specifically,
Board approval is required for:
• Any action or transaction that exceeds the limits delegated to the Chief Executive; and
• Appointing or removing authorised signatories to bank accounts, entering into overdraft
facilities or similar credit arrangements, entering into loans, mortgages, debentures or other
financial instruments or making investments or removing funds from investments.
There is no delegation to any person to raise capital or to specifically borrow money by any means
whatsoever. Such transactions may only be performed with Board approval. The Board is responsible
for monitoring those delegations and approving all changes to the delegated authorities policy from time
to time (the Board may amend or withdraw delegations at its sole discretion at any time). All delegated
authorities are exercised on the Board’s behalf in accordance with relevant company policies and
procedures.
MEETINGS
The Board has regularly scheduled meetings and also meets when a matter of particular significance
arises. During the year between 1 July 2020 and 30 June 2021, there were 18 Board meetings.
Attendance was as follows:
Board meetings held while
a director
4
Attendance at Board meetings
Philip Bowman 18 18
Susan Paterson
1
6 6
Derek Handley
2
9 8
Martin Stewart
3
8 8
Geraldine McBride 18 16
Mike Darcey
18 14
Joan Withers 18 17
Keith Smith 18 18
1
Susan Paterson resigned from the board on 13 October 2020.
2
Derek Handley resigned from the board on 15 January 2021.
3
Martin Stewart resigned from the board and his role as Chief Executive on 7 December 2021.
4.
Excludes a number of Board only calls.
Sky New Zealand / Annual Corporate Governance Statement 2021
5
DIRECTORS SKILLS AND EXPERIENCE
The aim of the Board is to have a mix of skills represented on the Board that are relevant to Sky’s
business. The skills matrix for the directors is set out below:
Primary skills Secondary skills
SKILLS ATTRIBUTE
Philip
Bowman
Geraldine
McBride
Mike
Darcey
Joan
Withers
Keith
Smith
Public company governance
Entrepreneur
International / Overseas
experience
Technology
Finance/Accounting/Banking/
Commercial
Consumer experience
New media
Television Industry
CEO / Former CEO or
equivalent
BOARD PERFORMANCE
Board performance, including the performance of Board committees and individual directors, is
reviewed and evaluated periodically and as the need arises in accordance with the process set out in
the Board Charter. A formal evaluation was undertaken in conjunction with specialist consulting
company Propero during the financial period to 30 June 2021. Further information about Sky’s Board
of Directors is contained in Sky’s annual report.
EXECUTIVE PERFORMANCE
Executive performance is reviewed and evaluated on a continual basis by the Board and Chief
Executive, and periodically as the need arises, in accordance with the process set out in the People
and Performance Committee (formerly the Nomination and Remuneration Committee) Charter,
principally as part of annual salary reviews and through participation in Sky’s short-term incentive (STI)
scheme. A formal evaluation of senior executive performance for the 2021 financial year is being
undertaken following the completion of that period.
COMPANY SECRETARY
The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to
do with the proper functioning of the Board. The Company Secretary is James Bishop.
INDEPENDENT ADVICE
Sky has a procedure for Board members to seek independent legal advice at Sky’s expense.
Sky New Zealand / Annual Corporate Governance Statement 2021
6
DIVERSITY
Sky recognises diversity and inclusion as a strategic asset for the Company’s current and future
success. Sky values diversity of gender, age, ethnic and cultural background, sexuality, experience and
beliefs. Sky’s Board and management believe that an organisation that reflects the diversity of its
current and future customers will be able to deliver more personalised customer experiences, and
customer value, to continue to grow successfully, and to attract and retain the best talent.
Sky’s Diversity Policy reflects Sky’s continuing commitment to diversity and inclusion. This policy
requires the commitment of the Board to set measurable objectives for achieving diversity in areas
requiring improvement and to assess annually both the objectives and Sky's progress in achieving
them. Sky proactively considers diversity in all recruitment activities, especially in leadership positions.
Sky is also committed to growing the capability of all Sky staff to leverage diversity to deliver a better
employee experience, a better customer experience and improved business performance.
The Board acknowledges the importance of gender diversity both on boards and within companies, and
as noted in Sky’s Diversity Policy, this is one of the diversity characteristics that is considered when
evaluating new director candidates. As at 30 June 2021, Sky’s Board had two female directors and
three male directors (compared to three female directors and five male directors as at 30 June 2020).
Sky’s officers (being a person who is concerned or takes part in the management of Sky and reports to
the Board, or to a person who reports to the Board) includes one female officer and three male officers.
1
Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:
• Each quarter, Sky measures and reports on employee’s feedback regarding diversity and
belonging, and delivers organisational development actions in response to this feedback;
• Each year, the Board actively considers the composition of the Board and any opportunities for
new directors to join the Board with diversity (including gender diversity) being one of the key
criteria when considering new appointments;
• Each year the Board compares the number of female and male employees at Sky to the
previous financial year’s figures to ensure that Sky is maintaining a strong level of female
participation at all levels of the organization; and
• Each year the Board considers the extent of age diversification at Sky by comparing the number
of employees aged over and under 45 years to the previous financial year’s figures, in order to
ensure Sky is benefiting from a mix of experience and new ways of thinking.
For the year ended 30 June 2021, the Board is satisfied that Sky achieved its diversity objectives as
follows:
• Sky maintained consistent levels of gender and age diversification amongst employees across
the organisation (increasing female representation from 43% to 44%);
• Sky improved by 10% (from 62% to 68%) the number of staff who rated “I feel I belong at Sky”
favourably; and
• Sky improved by 20% (from 64% to 77%) the number of staff who rated “Sky values diversity”
favourably.
1
The “officers” include the CEO and the members of Sky’s executive leadership team who report directly to
the CEO.
Sky New Zealand / Annual Corporate Governance Statement 2021
7
The chart below represents Sky’s gender and age diversification as at 30 June 2021:
Board Level Officers
1
All staff
No of Women: 2
Total number: 5
No of Women: 1
Total Number: 4
2
No of Women: 399
Total Number: 900
2020
No of Women: 3
Total number: 8
2020
No of Women: 2
Total number: 9
2020
No of Women: 427
Total Number: 992
Over 45 – 100%
(2020 – 88%)
Over 45 – 75%
(2020 – 89%)
Over 45 – 33%
(2020 – 36%)
(1) For the purpose of Recommendation 1.5(c)(3) of the ASX Corporate Governance Principles and
Recommendations (4th edition), “senior executives” has the same meaning as the “officers” referred to in the
chart above as defined under the NZX Listing Rules.
(2) A restructure of the executive team in April 2021 saw the total number of executive officers’ change from 9 to
5. At the end of FY21, one of the executive officer positions was vacant and one under recruitment with a
seconded partner from Deloitte filling that position.
The table below provides a detailed breakdown of the age diversification of Sky’s workforce:
Age 2021 2020
<30
18%
21%
30 – 40
32%
31%
40 - 50
29%
28%
50 - 60
16%
15%
60 - 70
4%
4%
>70
0.4%
1%
3. BOARD COMMITTEES
The Board should use committees where this will enhance its effectiveness in key areas, while
still retaining Board responsibility.
The Board has established the following committees to act for, and/or make recommendations to, the
full Board on certain matters as described below.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee is responsible for overseeing the financial and accounting activities of
Sky including the activities of Sky’s auditors, accounting functions, internal audit, financial reporting
processes, dividend policies, tax planning and compliance, treasury and general risk management. The
committee operates under a formal Audit and Risk Committee Charter which is available on Sky’s
website.
Sky New Zealand / Annual Corporate Governance Statement 2021
8
The Charter also contains the External Audit Independence Group Policy, the object of which is to
ensure that audit independence is maintained, such that Sky’s external financial reporting is viewed as
being highly reliable and credible.
As at 30 June 2021, the members of the Committee, who are independent non-executive directors, are
Keith Smith (Chair), Philip Bowman (Board Chair), and Joan Withers. Committee members’
qualifications are detailed in Sky’s annual report.
Sky considers it appropriate that any non-executive director (whether or not a member of the
Committee) may attend Audit and Risk Committee meetings without invitation, while executive directors
and Sky management may attend by invitation only. There are currently no executive directors of Sky.
PEOPLE AND PERFORMANCE COMMITTEE
The People and Performance Committee is responsible for providing recommendations regarding the
appointment, compensation levels and evaluation of Sky’s Chief Executive and senior executives, and
overseeing Sky’s general human resources policies, including remuneration. The current members,
who are independent non-executive directors, are Geraldine McBride (Chair) and Joan Withers. Sky
previously had three independent non-executive directors on the People and Performance Committee,
which included Derek Handley, up until Derek's resignation on 15 January 2021. Since Derek's
resignation, Sky has not appointed a third member for the People and Performance Committee but
intends to do so in the next reporting period in accordance with ASX Recommendation 8.1. A copy of
the Committee’s Charter is available on Sky’s website. Sky management may only attend Committee
meetings on invitation.
BOARD MEMBERSHIP
Sky’s Board is responsible for ensuring the balance of skills, knowledge, experience, independence
and diversity of Directors remains relevant to Sky’s business and strategy and enables the Board to
discharge its duties and responsibilities effectively. The Board gives consideration to these factors when
assessing board succession and in evaluating potential board candidates. The Board does not have a
formal nomination committee constituted by a Board committee charter. The Board or a nominations
sub-committee of the Board (which is distinct from the People and Performance Committee) evaluates
potential Board candidates to be considered for appointment. To be eligible for appointment as
directors, candidates must demonstrate appropriate qualities and experience. Directors will be selected
based on all of the above factors including the needs of the Board at the time.
Sky New Zealand / Annual Corporate Governance Statement 2021
9
COMMITTEE MEETINGS
During the year ended 30 June 2021:
(a) The Audit and Risk Committee met 5 times and attendances were as reflected in the table below.
(b) The People and Performance Committee met 3 times and attendances were as reflected in the
table below:
Committee meetings held
while a Committee member
Attendance at Committee
meetings
Audit and Risk Committee
Keith Smith (Chair) 5 5
Susan Paterson
1
2 1
Joan Withers 5 5
Derek Handley
1
3 3
Philip Bowman
2
2 4
People and Performance Committee
Geraldine McBride
(Chair)
3
2 2
Susan Paterson (former
Chair)
1
1 1
Joan Withers 3 3
Derek Handley
1
2 2
(1) Susan Paterson retired and Derek Handley resigned during the period.
(2) Philip Bowman was appointed to the Audit and Risk Committee during the period and prior to appointment
attended 2 Audit and Risk Committee meetings during the period on an ex-officio basis.
(3) Geraldine McBride was appointed to the People and Performance Committee during the period.
TAKEOVER PROTOCOL
The Sky Board has approved a Takeover Protocol that outlines the procedures when dealing with
takeover offers. This is available on Sky’s website at https://www.sky.co.nz/investor-centre/corporate-
governance.
4. REPORTING AND DISCLOSURE
The Board should demand integrity in financial and non-financial reporting and in the
timeliness and balance of corporate disclosures.
Sky endeavours to provide investors and stakeholders with financial and non-financial reporting that is
clear, meaningful, timely and balanced. All key governance documents and policies, as well as all stock
exchange announcements, interim and annual reports and investor presentations are available online
at https://www.sky.co.nz/investor-centre.
Sky New Zealand / Annual Corporate Governance Statement 2021
10
FINANCIAL REPORTING
The Audit and Risk Committee oversees the preparation of Sky’s financial statements, including
materiality guidance and setting policy to ensure the information presented is useful for investors and
other stakeholders.
Sky endeavours to prepare financial statements that are easy to read by using clear, precise language
and by structuring the report so that it is logically presented, and that policies and related notes are
combined in a format that is consistent and logical.
DIRECTORS, CHAIRMAN AND BOARD COMMITTEES CONFIRMATION OF FINANCIAL STATEMENTS
Each year Sky’s Chief Executive and Chief Financial Officer confirm in a written statement to the Board
that the financial statements are true and correct, are prepared in accordance with applicable
accounting standards and present fairly the company’s financial position. Although the wording of that
statement is not exactly the same as the wording set out in section 295A of the Australian Corporations
Act 2001, in substance the statement meets the requirements of ASX Recommendation 4.2.
CONTINUOUS DISCLOSURE
Sky is committed to keeping the markets, shareholders and investors informed of material information
relating to its business, financial performance and strategy in order that trading in securities takes place
in an efficient well-informed market at all times.
When Sky provides a substantive investor or analyst presentation, such as those prepared for investor
results briefings, conferences or investor day events, a copy of the material to be presented is released
to the NZX and ASX ahead of the presentation.
Sky has a Continuous Disclosure Policy that is available on Sky’s website. The policy sets out the
responsibilities of Sky in relation to its continuous disclosure obligations under the NZX and ASX Listing
Rules and the Financial Markets Conduct Act 2013. The policy establishes the procedures required to
fulfil Sky’s obligations and details the process to appropriately identify and determine any Material
Information that may require disclosure.
Copies of material market announcements are promptly circulated to directors.
5. REMUNERATION
The remuneration of directors and executives should be transparent, fair and reasonable.
The non-executive directors’ and the Chief Executive’s remuneration is reported under “Remuneration
of Directors” and “Chief Executive Remuneration” in the Corporate Governance section of Sky’s annual
report. For non-executive directors this includes a breakdown of Board and committee fees and the
actual amounts paid. For the Chief Executive, it includes details of both fixed remuneration and variable
performance-based remuneration. As noted above, the performance of key executives is monitored on
a continual basis by the Board and Chief Executive, principally as part of annual salary reviews and
through participation in Sky’s STI scheme.
The People and Performance Committee Charter formalises practices for setting remuneration for the
Chief Executive, the executive team and all employees.
Remuneration bands in respect of other employees of Sky and its subsidiaries are set out under
“Employee Remuneration” in the Corporate Governance section of Sky’s annual report.
As at 30 June 2021, Sky did not have a published remuneration policy as recommended by NZX
Corporate Governance Code recommendation 4.2 and ASX Recommendation 8.2. While Sky has not,
during this reporting period, complied with the code in this respect, Sky has in place policies, principles
and procedures (including the People and Performance Committee, governed by the Committee
Sky New Zealand / Annual Corporate Governance Statement 2021
11
Charter as noted above) which ensure that Sky remunerates directors, officers and employees
appropriately, fairly and responsibly, as recommended by NZX Corporate Governance Code
recommendation 5.2. Sky is reviewing its remuneration policies and intends to refresh (to the extent
required) and disclose its revised remuneration policies during the 2022 financial year.
Sky's Securities Trading Policy contains prohibitions on transactions (by way of derivatives or similar
financial products) which operate to limit the economic risk relating to securities granted under an
employee, executive or director incentive plan or as part of an employee's remuneration. As noted
above, the Securities Trading Policy is posted on Sky’s website.
6. RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer and
how to manage them. The Board should regularly verify that the issuer has appropriate
processes that identify and manage potential and relevant risks.
Sky’s risk framework is overseen and monitored by both the Board and the Audit and Risk Committee.
Sky maintains a risk register and the Audit and Risk Committee in conjunction with management
regularly report to the Board on the effectiveness of the management of Sky’s business risks and
whether the risk management framework and systems of internal compliance and control are operating
efficiently and effectively in all material respects.
Sky has a Controlling and Managing Risk Policy which provides an overview of Sky’s risk management
process. The policy outlines Sky’s strategic risk management objectives and guidelines and provides
a framework to identify, manage and report on risks both financial and non-financial. The Audit and Risk
Committee reviews the Controlling and Managing Risk Policy annually. The Audit and Risk Committee
reviews Sky's risk management framework with management at least annually to satisfy itself that it
continues to be sound and to ensure that Sky is operating with due regard to the risk appetite set by
the Board. The Audit and Risk Committee reviewed Sky’s risk management framework during the
reporting period to 30 June 2021 and is satisfied that Sky has in place a robust risk assessment process.
In keeping with its focus on managing both near and long-term risk, the committee is overseeing an
extensive management review of the risk management framework across the business to identify and
implement any potential improvements and ensure it remains appropriate for Sky’s current and future
business and operating environment.
Sky’s internal audit function is contracted out to an independent third party. An annual internal audit
plan is presented and approved by the Audit and Risk Committee and the Committee receives internal
audit reports during the year and monitors completion of action items that arise. Sky’s internal audit
function assists it to better accomplish its objectives by bringing a systemic, disciplined approach to
evaluating and continually improving the effectiveness of Sky’s risk management and internal control
processes.
MATERIAL EXPOSURE TO ECONOMIC, ENVIRONMENTAL AND SOCIAL SUSTAINABILITY RISKS
Sky identifies and assesses material exposure to economic, environmental and social sustainability
risks on an annual basis and like all media companies Sky is exposed to industry disruption and ongoing
structural changes in the way it carries out its business. A summary of Sky’s Controlling and Managing
Risk Policy, the key economic, environmental and social sustainability risks it faces, and how Sky
intends to manage those risks is available on Sky’s website.
Principal risks that could affect results and performance include:
Sky New Zealand / Annual Corporate Governance Statement 2021
12
• Regulatory environment;
• Competition;
• Programming rights;
• Content protection;
• Business disruption;
• Investment strategy – Adoption of new technology;
• Financial risks;
• Reputational risks and brand perception;
• Business transformation; and
• Customer value proposition.
HEALTH AND SAFETY
Sky has Health and Safety Policies and a Procedures Manual and a group health and safety
management committee to ensure that Sky fully complies with its health and safety obligations. Sky’s
strategic approach to health and safety is to:
• Provide a safe workplace for all;
• Fulfil all safety obligations within the business, in line with the strategic intent, corporate
objectives and legislative requirements; and
• Share a vision and commitment to a safety culture that drives continual improvement and
resilience at all levels within Sky.
Sky New Zealand / Annual Corporate Governance Statement 2021
13
7. AUDITORS
The Board should ensure the quality and independence of the external audit process.
EXTERNAL AUDIT
The role of the external auditor is critical for the integrity of Sky’s financial reporting.
PricewaterhouseCoopers (PwC) is Sky’s external auditor. The Audit and Risk Committee is responsible
for reviewing and recommending to the Board the engagement of the external auditors, for reviewing
any regulatory requirements, for agreeing the scope of the audit, ensuring no management restrictions
are placed on the auditors and for evaluating the performance of the external auditors. Sky’s Audit and
Risk Committee Charter (available on Sky’s website), contains the policy for External Audit
Independence which sets out the framework for ensuring that independence of the external auditor is
maintained.
A copy of the most recent audit report, relating to the 2021 financial year is included in the annual report
available online.
Sky undertakes an internal process of verification for periodic materials released to the NZX and ASX
where these have not been audited or reviewed by the external auditor, to ensure the accuracy and
integrity of the material prior to release. Where considered appropriate Sky requests an external review
from a suitably qualified advisor to provide an additional level of independent review.
INTERNAL AUDIT
Sky currently outsources to Ernst and Young (EY) its internal audit function which is tasked with
monitoring Sky’s internal control systems and risk management. Internal audit operates with and
independently of management and reports directly to the Audit and Risk Committee.
The Audit and Risk Committee reviews the internal audit plan annually as well as the internal audit
reports at each committee meeting. The internal audit reports are made available to the external
auditors.
8. SHAREHOLDER RELATIONS
The Board should respect the rights of the shareholders and foster relationships with
shareholders that encourage them to engage with the issuer.
INVESTOR COMMUNICATION
Sky is committed to facilitating effective two-way communication with its shareholders and other
stakeholders. Sky’s approach to investor relations is designed to keep both the market and Sky’s
shareholders properly informed. Sky’s Investor Communications Policy outlines the steps that it will
take to enable shareholders to engage with the Company in an informed manner and to allow them to
make informed assessments of Sky’s value and future prospects, and vote on major decisions where
appropriate. The Policy is overseen by Sky’s Chief Executive and Chief Financial Officer. A copy of
this Policy is available on Sky’s website.
Sky uses the following methods to communicate with its investors:
Sky New Zealand / Annual Corporate Governance Statement 2021
14
SKY WEBSITE – INVESTOR RELATIONS
Sky’s website (https://www.sky.co.nz/investor-centre) includes all documentation that has been
released to the market to enable investors and stakeholders access to all information about Sky and its
governance in one place. This includes copies of annual reports, presentations, media reports, news
releases and corporate governance documents. In addition, information may be requested directly from
Sky by emailing investorrelations@sky.co.nz to which Sky is committed to responding to in a timely
manner.
ELECTRONIC COMMUNICATIONS
Sky is continually striving to improve the efficiency and sustainability of communications with its
shareholders by encouraging them to receive communications electronically via the company’s share
registry, Computershare Investor Services Limited.
ANNUAL SHAREHOLDER MEETING
Shareholders are encouraged to attend Sky's Annual Shareholder Meeting, whether this is held in
person or virtually. Details of the Annual Shareholder Meeting and the ways that shareholders can
participate are available in the Notice of Meeting which is dispatched to shareholders and made
available on Sky’s website. Sky ensures that shareholder meetings are held at a reasonable time and
place. Sky ensures that all resolutions at a shareholders’ meeting are decided by a poll.
The notices of shareholder meetings include explanatory notices regarding the resolutions to be
considered by Sky’s shareholder meetings. Sky’s external auditors, legal representatives and share
registrar attend the Annual Shareholder Meeting. Directors, management and external auditors are
available to answer any questions from shareholders at the Annual Shareholder Meeting. Details of
how shareholders unable to attend the Annual Shareholder Meeting can submit questions in advance
are included in the Notice of Meting and explanatory notes.
SKY EXECUTIVES
Sky’s officers are listed on the back page of Sky’s 2021 annual report and are available to answer
questions from shareholders at Sky’s Annual Shareholder Meeting.
---
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Sky Network Television Limited
ABN/ARBNFinancial year ended:
70 653 143 22430 June 2021
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://www.sky.co.nz/investor-centre/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 25 August 2021 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date:25 August 2021
Name of authorised officer
authorising lodgement:
James Bishop
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1A listed entity should have and disclose a board charter setting
out:
(a)the respective roles and responsibilities of its board and
management; and
(b)those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at:
https://www.sky.co.nz/investor-centre/corporate-governance
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.2A listed entity should:
(a)undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b)provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.3A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.4The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 3
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5A listed entity should:
(a)have and disclose a diversity policy;
(b)through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)disclose in relation to each reporting period:
(1)the measurable objectives set for that period to
achieve gender diversity;
(2)the entity’s progress towards achieving those
objectives; and
(3)either:
(A)the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
Diversity Policy)
and we have disclosed the information referred to in paragraph (c)
at:
Corporate Governance Statement(https://www.sky.co.nz/investor-
centre/corporate-governance) and our Annual Report (pg
103)..........................
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 4
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.6A listed entity should:
(a)have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Corporate Governance Statement,Board Charter and People and
Performance Committee Charter (located at
https://www.sky.co.nz/investor-centre/corporate-governance),
.........................................................................................
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
1.7A listed entity should:
(a)have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b)disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 5
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1The board of a listed entity should:
(a)have a nomination committee which:
(1)has at least three members, a majority of whom are
independent directors; and
(2)is chaired by an independent director,
and disclose:
(3)the charter of the committee;
(4)the members of the committee; and
(5)as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
and the information referred to in paragraphs (4) and (5) at:
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:
Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
[insert location]
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
2.2A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
and we have disclosed our board skills matrix at:
... Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 6
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.3A listed entity should disclose:
(a)the names of the directors considered by the board to be
independent directors;
(b)if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c)the length of service of each director.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
......... Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
...................................................................................
and, where applicable, the information referred to in paragraph (b)
at:
.........Annual Report (pg 102)
................................................................................
[insert location]
and the length of service of each director at:
... Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
☐set out in our Corporate Governance Statement
2.4A majority of the board of a listed entity should be independent
directors.
☒
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
2.5The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
2.6A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
☐set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 7
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1A listed entity should articulate and disclose its values.
☐
and we have disclosed our values at:
[insert location]
☒set out in our Corporate Governance Statement
3.2A listed entity should:
(a)have and disclose a code of conduct for its directors,
senior executives and employees; and
(b)ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
and we have disclosed our code of conduct at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
Code of Ethics)
☐set out in our Corporate Governance Statement
3.3A listed entity should:
(a)have and disclose a whistleblower policy; and
(b)ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
and we have disclosed our whistleblower policy at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
Protected Disclosure/ Whistleblowing Policy)
☐set out in our Corporate Governance Statement
3.4A listed entity should:
(a)have and disclose an anti-bribery and corruption policy;
and
(b)ensure that the board or committee of the board is
informed of any material breaches of that policy.
☐
and we have disclosed our anti-bribery and corruption policy at:
.........................................................................................
[insert location]
☒set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 8
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1The board of a listed entity should:
(a)have an audit committee which:
(1)has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2)is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3)the charter of the committee;
(4)the relevant qualifications and experience of the
members of the committee; and
(5)in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
Audit and Risk Committee Charter)
and the information referred to in paragraphs (4) and (5) at:
Experience and qualifications of committee members are set out in
the Annual Report (see Board biographies) and the Corporate
Governance Statement(located athttps://www.sky.co.nz/investor-
centre/corporate-governance).
Number of committee meetings and attendance is set out in the
Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance).
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
.........................................................................................
[insert location]
☐set out in our Corporate Governance Statement
4.2The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
☐set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 9
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
4.3A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
☐set out in our Corporate Governance Statement
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Continuous Disclosure Policy)
☐set out in our Corporate Governance Statement
5.2A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
☐set out in our Corporate Governance Statement
5.3A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
☐set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://www.sky.co.nz/investor-centre/corporate-governance
☐set out in our Corporate Governance Statement
6.2A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
☐set out in our Corporate Governance Statement
6.3A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
Investor Communications Policy)
☐set out in our Corporate Governance Statement
6.4A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒☐set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 10
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
6.5A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
☐set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1The board of a listed entity should:
(a)have a committee or committees to oversee risk, each of
which:
(1)has at least three members, a majority of whom are
independent directors; and
(2)is chaired by an independent director,
and disclose:
(3)the charter of the committee;
(4)the members of the committee; and
(5)as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
Audit and Risk Committee Charter)
and the information referred to in paragraphs (4) and (5) at:
Experience and qualifications of committee members are set out in
the Annual Report (see Board biographies) and the Corporate
Governance Statement(located athttps://www.sky.co.nz/investor-
centre/corporate-governance).
Number of committee meetings and attendance is set out in the
Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance).
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
.........................................................................................
[insert location]
☐set out in our Corporate Governance Statement
7.2The board or a committee of the board should:
(a)review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard tothe risk
appetite set by the board; and
(b)disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
... Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
[insert location]
☐set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 11
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.3A listed entity should disclose:
(a)if it has an internal audit function, how the function is
structured and what role it performs; or
(b)if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
...See Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance) and
Audit and Risk Committee Charter (https://www.sky.co.nz/investor-
centre/corporate-governance)
......................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
.........................................................................................
[insert location]
☐set out in our Corporate Governance Statement
7.4A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
... See Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
[insert location]
and, if we do, how we manage or intend to manage those risks at:
.........................................................................................
[insert location]
☐set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 12
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1The board of a listed entity should:
(a)have a remuneration committee which:
(1)has at least three members, a majority of whom are
independent directors; and
(2)is chaired by an independent director,
and disclose:
(3)the charter of the committee;
(4)the members of the committee; and
(5)as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.sky.co.nz/investor-centre/corporate-governance(see
People & Performance Committee Charter)
and the information referred to in paragraphs (4) and (5) at:
See Corporate Governance Statement(located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
.........................................................................................
[insert location]
☒set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
8.2A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☐
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
.........................................................................................
[insert location]
☒set out in our Corporate Governance StatementOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 13
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
8.3A listed entity which has an equity-based remuneration scheme
should:
(a)have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it at:
...https://www.sky.co.nz/investor-centre/corporate-governance(see
Securities Trading Policy)
..............................................................................
[insert location]
☐set out in our Corporate Governance StatementOR
☐we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicableOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐set out in our Corporate Governance StatementOR
☒we do not have a director in this position and this
recommendation is therefore not applicableOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
9.2A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☒
☐set out in our Corporate Governance StatementOR
☐we are established in Australia and this recommendation is
therefore not applicableOR
☐we are an externally managed entity and this recommendation
is therefore not applicable
9.3A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☒
☐set out in our Corporate Governance StatementOR
☐we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 14
Corporate Governance Council recommendationWhere a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]
☐set out in our Corporate Governance Statement
-Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]
☐set out in our Corporate Governance Statement
---
Appendix 4E Release to ASX under rule 4.3A
Other Information
Sky Network Television Limited
Year ended on 30 June 2021(In NZD)
To be read in conjunction with Sky Network Television Limited financial statements for the year
ended 30 June 2021
Control gained over entities
On 1 January 2021 the Group, through its subsidiary Sky Investment Holdings Limited,
acquired 81% of the share capital of Sports Analytics Pty Limited, a company registered
in South Africa. Sports Analytics specialises in deep-data analysis, trend identification and
data leveraging.
Refer Note 28 Business Acquisitions and Disposalof the attached Consolidated Financial
Statements.
Loss of control of entities
On 11 August 2020 Sky entered into an agreement with NEP New Zealand Limited (NEP)
to sell the assets and liabilities of Outside Broadcasting Limited (OSB) business to NEP for
approximately $14.3 million. The sale was subject to Commerce Commission approval that
was subsequently granted on 4 February 2021, with completion of the sale occurring on 31
March 2021.
In January 2021 RugbyPass signed an agreement to sell its streaming business to Premier
Sports Ltd.
Refer Note 28 Business Acquisitions and Disposalof the attached Consolidated Financial
Statements
Dividends
Final dividend payable: Nil
Prior comparable period: Nil
Details of aggregate share of profits (losses) of associates and joint venture
entities
Not applicable
Accounting standards
New Zealand international financial reporting standards used in compiling report.
Directors’ Details
The directors of Sky Network Television Limited at any time during the year are as
follows:
Philip BowmanChairman
Keith SmithDirector
Martin StewartDirector (resigned 7 December 2020)
Joan WithersDirector
Mike DarceyDirector
Derek HandleyDirector (retired 15 January 2021)
Geraldine McBride Director
Susan PatersonDirector (retired 13 October 2020)
Other information required by Listing Rule 4.3A
Additional Appendix 4E disclosure requirements, including commentary on significant
features of the operating performance, results of segments, trends in performance and
other factors affecting the results of the year are contained in the consolidated financial
statements of Sky and its subsidiaries (Group) for the financial year ended 30 June 2021.
This document should be read in conjunction with the 2021 Annual Report and any public
announcements made in the period by the Group.
---
SKY Network Television Limited
10 Panorama Road, Mt Wellington
PO Box 9059, Newmarket
Auckland, New Zealand
Tel: +64 579 9999
Fax: +64 525 8324
www.skytv.co.nz
Director’s Declaration
The directors declare that the consolidated financial statements:
(i) comply with New Zealand International Financial Reporting Standards
(ii) give a true and fair view of the financial position of Sky Network Television Limited and its
subsidiaries as at 30 June 2021 and of their performance, as represented by the results of
their operations and their cash flows for the year ended on that date.
In the directors’ opinion at the date of this declaration there are reasonable grounds to believe that
Sky Network Television Limited will be able to pay its debts as and when they become due and
payable.
This declaration is made in accordance with a resolution of directors and is signed for and on
behalf of the Board of directors.
Dated at Auckland this 24th day of August 2021.
Philip Bowman Keith Smith
Director and Chairman Director
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.