NZK FY22 Annual Report
ANNUAL REPORT
2022
Contents
Chair & CEO Report ..........................3
Results at a Glance ..........................6
Farming in Balance .........................10
Sustainability ................................15
Highlights .....................................21
Leadership ....................................31
Financial Statements ......................34
Ōra King salmon by Shaun Clouston of Logan Brown, Wellington
NEW ZEALAND KING SALMON2ANNUAL REPORT FY22
JOHN RYDER
Chair
GRANT ROSEWARNE
Managing Director & CEO
The 2022 financial year has been
challenging for the company due to
issues with the wider environment,
including increased mortalities and
the ongoing Covid-19 pandemic.
This has caused us to reassess our
strategies to create a more secure
platform for future expansion. The
company is undergoing a capital
raise to strengthen its balance sheet
and we are initiating structural
changes to our farming model to
combat rising fish mortalities. We are
confident these initiatives will put us
on a better footing and we remain
positive about the future.
Chair &
CEO Report
FINANCIAL UPDATE*
The main aspects of our financial
results were as follows:
• Net loss after tax of $73m, following
a difficult year including an increase
in sea farm mortalities, continued
freight headwinds and impairments
to plant, equipment and intangibles.
• Sales volumes increased from
6,380mt FY21 (12 months) to 7,672mt
FY22 (an increase of 20.3%).
• Revenues increased from $152.3m
FY21 (12 months) to $174.5m FY22
(an increase of 14.6%).
• Mortality event in January 2022
increased mortality cost by $4.7m
(29%) from $16.1m in FY21 (12
months) to $20.8m.
• Pro-forma EBITDA for FY22 was
$6.7m, a decrease of $8.8m (or
56.7%) on FY21 (12 months) of
$15.5m. This result includes $13.5m
of forex close-outs included in
other income.
• Following an annual impairment
test, $59m of impairments have
been recognised across Goodwill
($39m) and plant, equipment, and
intangibles ($20m).
Ongoing supply chain disruptions,
soaring freight charges and fish
mortalities continue to impact our
business. Freight costs on a per kg
basis increased during FY22 due to
ongoing disruptions to the global
logistics environment. Our hospitality
customers also continue to be affected
by lockdowns and social disruptions.
*As the FY21 result is for a 7-month period following the Group’s change in balance date from June to January, the FY21 numbers have been restated in this commentary to reflect a prior comparable period of 12-months.
NEW ZEALAND KING SALMON3ANNUAL REPORT FY22
GOVERNMENT SUPPORT
It was heartening to see the Government
acknowledge some of the reasons for our current
difficulties in a media release (8 February 2022) when
Minister David Parker said our situation was a ‘sharp
reminder that resource management system reforms
are needed to deliver better management
for aquaculture.’
The release went on to say: `The reforms we are
putting in place will deliver a planning system that
provides for growth in the sector, sets environmental
standards that ensure sustainable practices, and
delivers processes that enable adaptation to a
changing environment.
We will also ensure a fair return to New Zealanders
through the use of marine space for marine farming.
The changes will ensure that none of these benefits
come at the expense of sustainability.
We have one of the world’s largest Exclusive Economic
Zones, with a marine area more than 15 times
larger than New Zealand’s land area. That means
we can gain the benefits of a thriving, sustainable
aquaculture sector while allocating a relatively small
part of our marine environment to marine farming.’
Continued support from the New Zealand
government is vital to achieving our future farming
objectives and our national goals for aquaculture.
EQUITY RAISE
Due to the current trading uncertainties and to take
the company through to its next expansion phase,
the Board has decided to undertake an equity raise
in the form of a pro rata renounceable rights offer.
Post the rights offer, the company will have no net
bank debt and liquidity of $13.2 million, providing
significant flexibility as we transition our farming
model and navigate the ongoing impacts of the
Covid-19 pandemic.
MORTALITIES
Unusually early elevated seawater temperatures were
a major factor behind high mortality rates, with the
marine heatwave during summer associated with a
La Niña event, resulting in a $20.8m negative impact
on profitability.
The company has traditionally farmed salmon all
year round in the Pelorus and Queen Charlotte
Sounds, as well as Tory Channel, in the Marlborough
Sounds. The bulk of mortalities have occurred when
farming through the summer in the Pelorus or
Queen Charlotte Sounds. To combat the continuing
effects of climate change, we plan to fallow three
farms in the Pelorus Sound. This will result in reduced
harvest volumes but lower mortality and associated
costs, thereby giving us a more stable, predictable
operation. These measures will result in a forecast
decline in production in FY23 and FY24 to 5,700 and
6,500 tonnes respectively, with a 200-tonne predicted
increase in 2025. This reduction in output will be
partially offset by a rigorous review of overheads and
a downsizing of the company.
The hearing for our open ocean Blue Endeavour
application, 7km north of Cape Lambert in the Cook
Strait, is due to be completed at the end of April and
we are hopeful for a decision mid-year. This project
is expected to have multiple benefits including an
increase in scale of operations, reduction in operating
costs and improvements in fish health.
If Blue Endeavour is approved, the three fallowed
farms in the Pelorus Sound will be used as nursery
sites for nine months of the year, representing
an efficient use of assets, capital and resources.
The application is aligned with the Government’s
Aquaculture Strategy which was launched in late 2019
and now has an accelerated objective of the industry
achieving $3 billion in revenue by 2030.
NEW ZEALAND KING SALMON4ANNUAL REPORT FY22
BUSINESS UPDATE
Our Tentburn freshwater facility near Christchurch is
part way through a three-phase upgrade project. The
newly built ‘First Feeding Facility’ is now operational,
in addition to a new incubation room which will
enable lower stocking densities. We continued to
upgrade and invest in infrastructure across seawater;
construction is underway on a new feed barge called
Kai Hāmana for our Clay Point farm in the Tory
Channel, while Blenheim-based engineering firm
Cuddon has been building new pens for our Otanerau
farm in the Queen Charlotte Sound.
Our strong brands continue to add value. As part of
our brand diversification, we celebrated the launch of
Ōra King Keiji. Based on the prized Japanese Keiji, this
is a premium sashimi or plate-size salmon enjoyed
for its sweet flavour and delicate texture. We also
launched our Ōra King documentary globally, in order
to tell our unique story during the pandemic. This was
well received by chefs and customers. A noted success
was receiving two awards for Regal Double Manuka
Wood Roasted King Salmon at the prestigious
sofi™ Awards in North America. We also launched
a new Regal dip into the New Zealand market and
our smoked salmon is now listed in Coles, a major
supermarket chain in Australia.
Underpinning our business is a commitment to
sustainability and ocean health. We continue to
implement sustainability actions across the business
including packaging improvement, waste to landfill
reduction and minimisation of water/energy usage.
In addition to working with independent global
organisations to achieve rigorous third-party
certifications, we have also completed a double
materiality study. This study assessed both financial
and impact materiality, to highlight the highest
priority issues for the business to address in the
medium-long term. Key findings included ‘innovating
to lower environmental impacts’, ‘protecting against
the physical impacts of climate change’, ‘growing
the potential of NZ aquaculture’, and ‘safeguarding
our oceans’. To standardise reporting on carbon and
other key environmental criteria for salmon farming,
we published a third-party approved and verified
Environmental Product Declaration (EPD) which was
the first food EPD published in Australasia.
SUMMARY
The Board and Management are deeply
disappointed with the results for the year
and the significant mortalities experienced.
However, we remain optimistic about the
future. Our efforts to identify and counter
the factors that aggravate the climate effect
on our King salmon have been increased.
Concurrently, we will focus on sustainable
farming practices that utilise optimal available
waterspace. Blue Endeavour provides further
opportunity for a sustainable increase to our
scale and value proposition. In the interim, we
are taking steps to fortify our balance sheet
and set a strong foundation for the future.
Our company remains the world’s largest
producer of the premier King salmon species
with brands that continue to attract premium
prices across the globe. The enduring strength
of market demand is comforting, and we are
confident in our ability to continue having a
successful business and reward the support
and loyalty of our stakeholders.
The Board would like to take this opportunity
to acknowledge and thank the entire New
Zealand King Salmon team for demonstrating
resilience and unwavering commitment during
a challenging warmer summer, in addition to
the Covid-19 disruptions. Our team members
have enabled us to navigate turbulent times
and their contributions have been outstanding.
We would also like to thank our stakeholders –
including our shareholders and customers,
who have continued to support us throughout
the year.
JOHN RYDER
Chair
GRANT ROSEWARNE
Managing Director & CEO
NEW ZEALAND KING SALMON5ANNUAL REPORT FY22
RESULTS AT
A GLANCE
Chair & CEO Report
Highlights
Farming in Balance
Leadership
Financial Statements
Sustainability
NEW ZEALAND KING SALMON6ANNUAL REPORT FY22
Salmon Bites
REVENUE OF
million
$
174.5
L O C A L
SHAREHOLDERS
306
LOCAL SUPPLIERS
771
OF WASTE
COLLECTED OVER
OVER BEACH
CLEAN-UPS
136
kg
33
KILOMETRES
ACROSS
ELECTRIC VEHICLES
4
139,613
OF PACKAGING
IS CURRENTLY
REUSABLE,
RECYCLABLE OR
COMPOSTABLE
55%
$
6.7
PRO FORMA
OPERATING
EBITDA
TONNES
HARVESTED
7, 3 82
FEED CONVERSION
RATIO
1.87
BAP CERTIFIED
star
4
ENVIRONMENTAL
PRODUCT
DECLARATION
FOR KING SALMON
1st
NEW ZEALAND
EXPORT
40%
60%
PRO FORMA
NET PROFIT/(LOSS)
AFTER TAX
million
($55.7)
million
TOTAL SALES
NEW ZEALAND KING SALMON7ANNUAL REPORT FY22
Commencement
of our first full
financial year with
new balance date
Harvest volumes
reduced to
increase fish
size and rebuild
biomass
Our first internal
engagement
committee is
established
Land and
buildings adjacent
to our Nelson
processing
facilities are
purchased with a
view to expanding
our value-added
operations
Developed our
first Modern
Slavery Statement
Ōra King
documentary
launched globally
Regal Double
Manuka Wood
Roasted King
Salmon awarded
the top honour
in specialty food
category with
two wins at sofi™
Awards in North
America
GM Food Safety
& Quality
receives MPI’s
2021 ‘Significant
Contribution to
Food Safety’ award
Rolled out
an internal
communications
app to team
members
Launched an
internal Go
Green Fund for
team member
involvement in
sustainability
New team
member talent
referral policy
introduced
New performance
management
system is rolled
out to team
members
Vitamin D
supplements
distributed to
night shift team
members
Published our first
Environmental
Product Declaration
The first of the
Regal dips range is
launched in NZ retail
Pilot recycle bin
system is introduced
at Head Office
King salmon product
is donated to Top of
the South healthcare
vaccination teams
Te Reo online
learning platform
rolled out to selected
team members
Carol Chen is
appointed as a
Non-Executive
Director on our
Board
Signed the Oceans
for Climate
Declaration
Annual team
survey results show
a positive increase
in engagement
Regal Maple Smoked
King Salmon wins
the Supreme Taste
Award from the
International Taste
Institute, Belgium
We publish our first
comprehensive
Covid-19 policy and
procedures as NZ
moves to red in the
traffic light system
FEB
MAR
APR
JUN
AUG
DEC
OCT
MAY
JUL
SEP
NOV
JAN
2021
2022
Our Year in
Summary
Omega Innovations
team moves
into dedicated
premises and
commences treats
manufacturing
and packing
BAP 4-star
certification achieved
Internal Go1 Training
platform introduced
to enhance team
member development
GM Food Safety &
Quality receives a
‘Longstanding Service
Recognition’ from
Seafood New Zealand
NEW ZEALAND KING SALMON8ANNUAL REPORT FY22
*
Performance
Highlights
KEY DRIVERS
• Movement away from single year class farming
model and higher sea farm mortalities
• Clearance of excess frozen whole fish inventory at
discounted prices (excess inventory occurred due to
Covid-19 disruptions in FY21)
• Continually elevated freight costs
• Early close out of FX contracts in 1H22
• Impairments of $59m across Goodwill ($39m) and
plant, equipment, and intangibles ($20m)
FISH PERFORMANCE
Fish performance continues to be a key focus for the
business, changes to the farming model are required
to ensure our sustainability over the long term.
• Warm waters during the summer period continue to
heavily impact mortality
• Performance outside of the key summer period
continues to be strong across all farms
• Significant investments in fish health have not
materially helped to prevent summer mortality
issues to date
• FY22 saw significant learnings in this area, further
developments have occurred with the first rollout of
a new autogenous vaccine as part of our ongoing
immunisation programme
GROUP FINANCIAL PERFORMANCE
Pro-Forma
*
GAAP
NZ$000sFY22FY21
2
% Chg.FY22FY21
*
% Chg.
Volume Sold (t)7,672 4,109 87%7,672 4,10987%
Revenue174,53095,23983%174,53095,23983%
Gross Margin21,56320,3816%12,74314,153-10%
Gross Margin %12%21%7%15%
EBITDA6,6989,963-33%(15,593)(2,009)676%
EBITDA %4%10%-9%-2%
EBIT(60,935)4,975-1325%(84,973)(7,978)965%
NPAT(55,715)2,347-2473%(73,202)(7,079)934%
BIOLOGICAL PERFORMANCE
1
FY18FY19FY20FY21FY22
G&G Harvest Volume (t)8,3747,5827,5997,8057, 3 8 2
Average G&G Harvest
Weight (kg)
4.224.403.774.553.50
Feed Conversion Ratio (FCR)1.821.801.721.811.87
Closing Livestock Biomass6,3877, 0 267,0146,8646,015
Feed Cost ($ / Kg of feed)2.242.382.522.492.39
NZ$m
PRO FORMA
OPERATING EBITDA
0
5
10
15
20
25
30
26.2
25.2
25.1
10.0
6.7
FY18
(Jun)
FY19
(Jun)
FY20
(Jun)
FY21
(7 mths
to Jan)
FY22
(Jan)
PRO FORMA NPAT
NZ$m
-60
-50
-40
-30
-20
-10
0
10
20
14.5
12.9
11.2
2.3
FY18
(Jun)
FY19
(Jun)
FY20
(Jun)
FY21
(7 mths
to Jan)
FY22
(Jan)
-55.7
1. Financial years have been restated to 1 February – 31 January,
2. The FY21 result is for a 7-month period following the Group’s change in balance date from June to January
*Certain financial information included in this report is non-GAAP financial pro-forma basis. The pro-forma adjustments are described in the Appendix on page 103.
NEW ZEALAND KING SALMON9ANNUAL REPORT FY22
FARMING IN
BALANCE
Results at a Glance
Highlights
Leadership
Chair & CEO Report
Financial Statements
Sustainability
NEW ZEALAND KING SALMON10ANNUAL REPORT FY22
Blue Endeavour
IN SUMMARY
• A new open ocean salmon farm in the Cook
Strait, the first of its kind in New Zealand
• Expansion of employment opportunities in Te
Tau Ihu (Top of the South)
• Developed in conjunction with independent
scientists to meet strict environmental
standards
• A sustainable and low-impact method of
producing healthy, nutritious protein
• A key contributor to achieving the
Government’s aquaculture strategy target of
$3 billion by 2030
• Learn more about Blue Endeavour by watching
our video online
REVENUE
PER
YEAR
million
$
200
SURFACE
HECTARES
OF FARM
SPACE
12
OF SALMON
PRODUCED
PER YEAR
tonnes
10,000
NORTH OF THE OUTER
MARLBOROUGH SOUNDS
7
km
OUR PROPOSED OPEN OCEAN KING SALMON FARM
Currently all salmon farms in New Zealand are inshore and close to land. To achieve sustainable
growth, farming in the open ocean is the next step. New Zealand’s exclusive economic zone in the
ocean is more than 15 times larger than our land area which presents significant potential.
We have spent over four years researching and planning with industry experts to develop an open
ocean salmon farm which we have named Blue Endeavour.
FY22 has been a year of significant milestones for our Blue Endeavour project with the application
hearing underway. We expect a decision from the independent commissioners in the first half of
FY23 as to whether consent will be granted to farm King salmon in the open ocean.
NEW ZEALAND KING SALMON11ANNUAL REPORT FY22
Three-day extension
to the independent
commissioners hearing
is held
Awaiting independent
commissioner’s
decision post
hearing completion
Blue Endeavour:
A Year of Significant Progress
External aquaculture
partner completes all
engineering plans for
farm infrastructure –
barge design, net type,
pen sizes, mooring plans
Independent ecological
survey on wider
open ocean area for
assessment of horse
mussels
Comprehensive training
plan complete for open
ocean team members
Proactive
communication
with individuals
and organisations
who opposed our
application via a
formal submission to
Marlborough District
Council (MDC),
advising them of our
openness to engage
and discuss
their concerns
Scale models
completed in
Norwegian wave
tanks by external
aquaculture
engineering
partners, confirming
proposed open ocean
farm infrastructure
can cope with
conditions at the
Blue Endeavour site
Final independent
science reports for
the Blue Endeavour
site complete
Blue Endeavour
workshops and
consultations carried
out with opposing
submitters to
work through their
concerns, including
a technical
workshop with
independent experts
Blue Endeavour
operations and
production model
signed off by NZKS
Board of Directors,
including freshwater
production planning
and harvest
operations
Revised open ocean
farming application
is lodged with MDC
Consultations
with local iwi take
place to work
through our revised
Blue Endeavour
application and
address any concerns
Norwegian company
commissioned to
design a well-boat
for fish transfers
to and from Blue
Endeavour
Successful sea farm
trial of single net
system for Blue
Endeavour
NZKS evidence
covering all aspects
and effects of
Blue Endeavour is
submitted to MDC
ahead of the hearing
Letters sent to all
individuals and
organisations who
supported or opposed
our open ocean
application via a
formal submission to
MDC, advising them of
the impending hearing
and providing more
information about
the project
Five-day hearing with
three independent
commissioners held in
Blenheim, a three-day
extension is required
Q1
Q2
Q3
In addition to extensive preparation for the application
hearing, our operational focus in FY22 has been to ensure
our inshore farms are open ocean ready.
Q4
NEW ZEALAND KING SALMON12ANNUAL REPORT FY22
Aquaculture Operations
FRESHWATER
Our three freshwater facilities
located throughout the South Island
collectively breed, hatch and grow
smolt for our seawater operations.
This year the focus was on upgrades
to our Tentburn hatchery near the
mouth of the Rakaia River in South
Canterbury.
We are part way through a three-
phase project to upgrade facilities at
Tentburn. The newly built ‘First Feeding
Facility’ is now operational with fish
due to enter the facility in early FY23.
Each of the 15 tanks are equipped
with an oxygen cone to optimise the
amount of oxygen in the incoming
water. Before entering the oxygen cone,
water is pumped through a bespoke
SEAWATER
Our nine Marlborough Sounds farms
are situated in the Tory Channel,
Queen Charlotte Sound and
Pelorus Sound.
We have continued to upgrade and
invest in infrastructure during FY22.
Construction is underway on a new
feed barge called Kai Hāmana for Clay
Point in the Tory Channel. This purpose-
built vessel will hold up to 320 tonnes of
feed and is being fitted with a floating
boarding platform making loading
materials much easier.
We have also commissioned a new net
cleaning vessel called Ika Mā, which
includes a remote operated, state of
degasser device improving cost
efficiency and reducing the amount
of oxygen required.
The new incubation room is also
operational. Eggs are hatched using
smaller fibreglass hatching baskets
allowing lower stocking density during
incubation and simplifying the picking
process. A newly designed aluminium
frame that allows young fish to move
freely has significantly improved
efficiency and survival.
Previously unused harvest ponds have
also been refurbished and fitted with
screens and dam boards. They are
now fully operational, with capacity
for 5500kg of biomass, taking pressure
off raceways. These ponds have the
potential to hold and grow stock for
our Omega Innovations division.
the art net cleaner. This cutting edge
technology is a first for NZKS and will
increase our net cleaning efficiency and
capacity. Both Kai Hāmana and Ika Mā
are scheduled for delivery mid FY23.
Blenheim-based engineering firm
Cuddon have been building four new
40mx40m pens for our Otanerau farm
in the Queen Charlotte Sound. This
project has helped provide work for
Cuddon’s 12 apprentices and the NMIT
and Marlborough Boys’ College work
experience programmes. Our teams
have been preparing the old pens for
dismantling after which local marine
and engineering company Picton
Manufacturing will gas cut them for
re-use or recycling.
NEW ZEALAND KING SALMON13ANNUAL REPORT FY22
FISH WELFARE
Our salmon are treated to the highest
standards of care with fish health
and wellness a priority.
Our Fish Welfare team have
successfully implemented two new
vaccines as part of our immunisation
programme during FY22.
Developed in conjunction with world-
leading fish health scientists, they have
been tailormade for our King salmon
and focus on disease prevention and
improved resilience in seawater.
Our team of specialists immunise
approximately 2.7 million fish each year
by hand while they are young, before
they are transferred to seawater.
Working collaboratively with research and
development partners is key to ongoing innovation
and development of solutions in our industry. During
FY22 we continued partnerships with the Cawthron
Institute, Massey University, the Ministry of Primary
Industries, NIWA and New Zealand-based diagnostic
laboratory Gribbles on projects to learn more about
biofouling, King salmon nutrition, spinal curvature
and husbandry in recirculating aquaculture systems.
The team have also introduced a new
bath treatment for eggs to proactively
manage fungus and a hormone
treatment to improve spawning
success in broodstock.
NEW ZEALAND KING SALMON14ANNUAL REPORT FY22
SUSTAINABILITY
Farming in Balance
Highlights
Leadership
Results at a Glance
Chair & CEO Report
Financial Statements
NEW ZEALAND KING SALMON15ANNUAL REPORT FY22
Our Material
Sustainability Issues
Over the past 12 months we have worked with
key internal subject matter experts, the Board
and Senior Leadership team, in addition to
industry experts to identify and rank the material
sustainability issues that are facing
our organisation.
DOUBLE MATERIALITY:
Environmental, Social & Governance (ESG) risks
and opportunities have financial consequences, so
we have identified our sustainability issues that are
material from both an impact and financial sense.
We are amongst the first cohort of companies
globally to implement double materiality into our
corporate strategy and disclosure.
In line with previous materiality research, our most
material issues remain centred around our core
mission of growing high quality King salmon, whilst
respecting the environment and the communities we
live and work in.
The findings also highlight the need to build closer
relationships with our key partners to enhance
our journey to the next stage of open ocean
farming, including advocacy for enabling regulatory
environments.
In addition to mitigating against the effects of
climate change in our existing operations, a proactive
sustainability approach to improving our performance
is an important part of future business strategy.
Both ‘impact’ and financial materiality
Innovating to lower environmental impacts (ENV)
Protecting against the physical impacts of climate
change (CLI)
Growing the potential of NZ aquaculture (NZAQ)
Positioning ourselves for an enabling regulatory
environment (REG)
Building openness, trust and accountability in our
relationships (REL)
‘Impact’ Financial materiality
Navigating possible sources of competition
(COMP)
Evolving expectations in destination markets
(DEST)
Managing geographic and supply chain
constraints (GEO)
Financial materiality
Safeguarding the oceans (OCNS)
Taking care of our people (PPL)
Sustainability topics
Strengthening cyber security (CYBR)
Protecting against modern slavery (MDS)
‘Impact’ materiality
Sustainability topics which reflect
NZKS’ significant impacts on the
environment, the economy, or people.
OCNSPPL
Sustainability topics to monitor
MDSCYBR
Financial materiality
Sustainability topics
which create or erode
NZKS’ enterprise value.
CLI
NZAQ
REG
REL
ENV
COMPDESTGEO
Fulfilling salmon aquaculture’s potential
as a positive force for people and planet
We view tackling our materiality findings as
an exciting opportunity for growth and have
updated our sustainability strategy to reflect
our priority areas.
NEW ZEALAND KING SALMON16ANNUAL REPORT FY22
Reducing our impact
through climate action
Feeding the world with
a low impact, high
nutrition protein
Applying circular
thinking in everything
we do
Enhancing the
livelihood and well-being
of our teams
Caring for water
in our region
Contributing to
prosperity within our
community
P
E
O
P
L
E
P
L
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e
a
t
i
n
g
a
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p
p
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o
f
C
h
a
n
g
e
NEW ZEALAND KING SALMON17ANNUAL REPORT FY22
Creating a Framework
for the Future
The risk climate change poses to our business is
fast becoming one of the most critical issues our
organisation faces. Climate change has already
directly impacted our operations with warming
regional seas, floods and drought. In recent
years, we have experienced a significant cost in
mortality and downgrades associated with warmer
temperatures at sea farms.
Whilst salmon is naturally a low impact, high
nutrition protein, we still have a responsibility to
understand our own footprint and how we can
continue to reduce our impact. FY22 has been a
year of gathering operational data from across
the entire business and establishing baselines for
our climate-related benchmarking, this will allow
us to move towards more quantifiable targets and
focused actions in future years.
In parallel, there are increasing mandatory
non-financial and financial reporting requirements
relating to climate risk being put in place
worldwide. We are now preparing to report under
the impending TCFD guidelines for NZX listed
companies.
The Government Aquaculture Strategy 2021
Implementation Plan 13 also reinforces the
expectation for climate action in our sector,
highlighting repeatable methods of measuring
environmental performance as a primary outcome
requirement for ocean farming approval.
SUSTAINABILITY ACTIONS
Our commitment to the ten
principles of the UN Global Compact
New Zealand King Salmon is a participant in the
United Nations Global Compact, established to
drive business awareness and action in support
of achieving the UN’s Sustainable Development
Goals by 2030. The Global Compact encourages
participants to adopt a principles-based
approach to doing business more sustainably.
This means operating in ways that, at a
minimum, meet fundamental responsibilities in
the areas of human rights, labour, environment
and anti-corruption.
Our aim is to continuously incorporate the
Ten Principles of the UN Global Compact into
strategies, policies and procedures, fulfilling
our basic responsibilities to people and planet,
but also setting the stage for more detailed
sustainability work in our own industry.
To independently verify our sustainable
operating practices, we are regularly
audited and assessed by expert third-
party organisations. Towards the end
of FY22 we made the decision to exit
from the pilot ASC programme in
order to focus our efforts on the more
suitable BAP certification.
Recognising
Sustainability
NEW ZEALAND KING SALMON18ANNUAL REPORT FY22
Task Force on Climate-Related
Financial Disclosures (TCFD)
A climate disclosure gap assessment was conducted using the TCFD
framework to assess our readiness to disclose. Where gaps were detected in
our approach to climate, potential next steps have been identified with some
key milestones addressed in FY22.
Climate Disclosure
Gap Assessment
GOVERNANCEMETRICS AND TARGETS
STRATEGYRISK MANAGEMENT
Future Focus
The NZKS board
and management
are clear, confident
and accountable
on the risks and
opportunities of
climate change for
the company.
Future Focus
NZKS has
robust and
consistent
processes
in place to
identify, assess
and manage
climate
risks and
opportunities.
Future Focus
Our climate risks
and opportunities
are identified and
their potential
financial, strategic
and operational
impacts on the
company are well
understood and
integrated into
our strategy. Our
understanding
encompasses the
short, medium
and long term and
multiple climate
scenarios.
Future focus
NZKS has metrics
and targets in
place to measure,
manage and pursue
our most important
climate risks and
opportunities.
Next Steps
Embed a
more mature
understanding
of, and clearer
accountability for,
the company's
climate risks and
opportunities.
Milestones
ESG Leadership team
formed. Executive
workshops held with
senior management
& Board of Directors
educated around
TCFD. Board Risk
Committee has been
further developed to
include sustainability
and corporate social
responsibility.
Milestones
We have commenced
the process of
familiarising the
business with our
climate risks and
opportunities, and
we are preparing to
integrate these into
our standard risk
management approach,
including assigning
responsibility for
monitoring individual
risks and opportunities.
Milestones
Benchmarking peer
disclosures complete
prior to developing our
own metrics.
Milestones
Commenced
the process of
reviewing, expanding
and prioritising
climate risks and
opportunities at
Board level.
Next Steps
Develop a
systematic
approach to
monitoring
and managing
climate risks and
opportunities.
Next Steps
Ensure our
business strategy,
operations and
financial planning
reflect and
account for the
potential impacts
of our climate risks
and opportunities.
Next steps
Establish strategic
metrics and
targets to monitor
and manage
climate risks and
opportunities.
NEW ZEALAND KING SALMON19ANNUAL REPORT FY22
Our Lifecycle Analysis (LCA) completed in FY20 identified the
three main sources of carbon emissions for our organisation as:
1. Feed Conversion Ratio
2. Feed Composition
3. Air Freight
Increased efficiencies in these areas continue to be a focus for
us, however, when benchmarking against other salmon farmers
globally, it was highlighted that LCA results are not always
comparable due to inconsistent LCA methodology.
Therefore, in FY22 we led the way in creating a standard, credible,
consistent method for the global salmon industry to measure its
environmental footprint.
We collaborated to create the world-first Product Category Rules
(PCR) for global salmon production.We then used the PCR to
develop our first Environmental Product Declaration (EPD).
An EPD assesses a product across a range of environmental
indicators, including its potential to emit carbon and deplete
natural resources. As EPDs are verified by an independent third-
party, they are a reputable, trusted source of information and can
be benchmarked against other EPDs.
We are the first food company in Australasia to complete an EPD
and the first King salmon company globally.
View our EPD online here.
A Verified Measurement
for Climate Impacts
APPLYING CIRCULAR
THINKING IN EVERYTHING
WE DO
We have always strived to achieve
100% usage of our salmon. We are
closest to achieving this goal in our
processing environment where 97% of
our fish is utilised. However, we believe
there are further opportunities to
achieve 100% salmon usage across the
wider business. We expect the definition
of this goal to expand in future as
we gather further data and explore
the environmental and technological
challenges we face.
UpstreamCore
142536
Downstream
Eggs
Freshwater
grow-out
SeawaterProcessing
PackagingDistribution
100% SALMON USE: LIFE CYCLE STAGES TO CONSIDER
NEW ZEALAND KING SALMON20ANNUAL REPORT FY22
HIGHLIGHTS
Sustainability
Leadership
Farming in Balance
Results at a Glance
Chair & CEO Report
Financial Statements
NEW ZEALAND KING SALMON21ANNUAL REPORT FY22
People, Culture
& Community
OUR PEOPLE & CULTURE
Our people are the key to our success. We recognise
the need to attract and retain great talent,
continually supporting them in their professional
and personal development. Creating an engaged
workplace and ensuring the health, safety and
wellbeing of our team members is paramount to this.
We have concentrated our efforts in FY22 to
create engagement initiatives that align with our
newly established wellness pillars and strategy.
I
n
v
o
l
v
e
&
I
n
c
l
u
d
e
M
e
R
e
s
p
e
c
t
&
V
a
l
u
e
M
e
G
r
o
w
&
E
n
a
b
l
e
M
e
Body
Fitness
Physical Health
Nutrition
Mind
Mental health
Spirituality
Engagement
Environment
Environmental
Health
Community
Culture
Growth &
Development
Development
Motivation
Career Paths
The global pandemic has affected all areas of our
organisation, including our team members and
organisational culture. Our aim is to ensure maximum
safety of our people whilst respecting their individual
rights, however, this must be closely balanced with
maintaining effective operations. Over 90% of our
team members are double vaccinated and we have
introduced a rapid antigen test policy.
We continue to conduct regular risk assessments
and review the requirement for team member
vaccination in line with government and industry
recommendations. We are prepared for the
pandemic-related challenges we will face in FY23 and
are confident in our risk based, targeted approach
which will be supported by the dedication of our
team members.
LTIFR 16
36% REDUCTION FROM FY21
DONATED TO
CHARITY
THROUGH
OUR PEER
RECOGNITION
SCHEMES
$
3250
NOMINATIONS IN OUR
PEER RECOGNITION
SCHEMES
501
RECEIVED
BY TEAM
MEMBERS AS
PART OF OUR
NEW TALENT
REFERRAL
POLICY
$
2800
TEAM
ENGAGEMENT
SCORE OF
UP FROM 73
IN FY21
78
HOURS OF NON-OPERATIONAL
TRAINING COMPLETE BY TEAM
MEMBERS
OVER
5353
A NEW COMPREHENSIVE
COVID-19
RESPONSE
PLAN
LAUNCHED
SUSTAINABILITY ACTIONS
Go Green Fund
In June we launched the Go Green Fund, calling
on all team members across the business to
share their ideas on how we can reduce our
impact. The Go Green Fund is an internal
platform which provides money or time away
from the business to support projects which
help us achieve our sustainability goals.
Together we can all play a part in helping to
reduce our footprint.
NEW ZEALAND KING SALMON22ANNUAL REPORT FY22
We support various organisations, charities and local events across Te Tau Ihu with
a particular spotlight on education, youth development and the environment.
We are proud to call New Zealand our home, and we’re committed to our
communities wherever we have a presence. Although we are a global business, it’s
important to us that we remain local.
OUR COMMUNITY
OUR COMMITMENT IN THE COMMUNITY
Contribute to
regional economic
development
Be a good
neighbour and
community partner
Support youth
development to
improve life in
the community
Participate in
flagship local food
and wine events
Build constructive
partnerships with
iwi and
local suppliers
Produce the world’s
finest salmon
and make our
community proud
NEW ZEALAND KING SALMON23ANNUAL REPORT FY22
NMIT
SCHOLARSHIPS
GRANTED
4
OF WASTE
COLLECTED
OVER
BEACH
CLEAN-UPS
136
kg
33
FLAGSHIP FOOD EVENTS
RAISING
PARTICIPATED IN
FOR LOCAL CHARITIES
$
8,000
2
$
29,000+
RAISED FOR
THE NELSON
TASMAN
HOSPICE
THROUGH
‘DANCING FOR A CAUSE’
$27,900
$60,960$38,400$23,840$37,380
Environment & Wildlife ProgramsLocal Chambers of Commerce
Community Charitable Foundations
Salmon Donations
Local Education and Youth
Total donations
and sponsorships
HIGHLIGHTS
$188,480
$
30
SPENT WITH TOP OF THE
SOUTH SUPPLIERS
million+
NEW ZEALAND KING SALMON24ANNUAL REPORT FY22
We have faced an incredibly challenging operating
environment throughout FY22. Pandemic-related
restrictions have necessitated an agile approach
to our processing operations and like many
businesses, maintaining the supply chain has been
a constant challenge. We have been constricted by
reduced freight options, increased freight costs and
international logistics congestion, in addition
to enduring the domino effect from suppliers due
to their own supply chain issues and reduced
workforce availability.
However, our team member resilience, hard work
and effort in the face of adversity has allowed us to
continue in our pursuit of creating the ultimate
salmon experience. We have taken the necessary
steps to mitigate any risks to our processing
operations and have continued our focus on improving
efficiencies whilst ensuring we align with the Ten
Principles of the UN Global Compact. We continue
to invest in technology as a means to increasing
efficiency across our processing environment.
External operational
audits passed
20% increased
productivity
on fresh portioning line
New centralised
procurement policy
implemented to
streamline procedures
and ensure an ethical
supply chain
Developed 1st Modern
Slavery Statement
and signed an open
letter to the New
Zealand Government
showing support for a
Modern Slavery Act
100%
SUSTAINABILITY ACTIONS
Our EV story
We have added a fourth Electric Vehicle (EV) to our fleet
in the past year as part of our ongoing efforts to reduce
environmental impact and lead the way in sustainable
business practices. Reducing transport emissions is a well-
documented part of New Zealand’s carbon emissions plan
and the initiative supports the change required by business
to help address this problem. To date our four Hyundai
Kona EVs have done a total of 139,613 green kilometres.
Processing and
Supply Chain
NEW ZEALAND KING SALMON25ANNUAL REPORT FY22NEW ZEALAND KING SALMON
OMEGA INNOVATIONS
The Omega Innovations team focus on
maximising the potential of remaining raw
materials after our King salmon have been
processed. Traditionally, remaining raw
materials were considered waste; however,
we are working towards the ultimate goal of
100% salmon utilisation from nose to tail.
During FY22 we have developed and grown
our team, processing facilities and markets.
In December the team moved to a new
site providing a significant increase in floor
space for packing pet food products. With
more space we have been able to increase
throughput and improve our finished goods
inventory to help meet strong demand. As a
result, divisional revenue increased by 29%.*
Our raw materials business continues to
perform very well with sales revenue up 34%*
on the previous year.
We are working
towards the ultimate
goal of 100% salmon
utilisation from nose
to tail.
*Comparison made to 12 months to 31 January 2021
SUSTAINABILITY ACTIONS
Packaging Sustainability Group
As a partner in the New Zealand Plastics
Packaging Declaration, we have committed
to reaching the goal of using 100% reusable,
recyclable or compostable packaging across
our business by 2025. Whilst striving to achieve
this goal, our Packaging Sustainability group
continues to remove unnecessary plastic
packaging from our products and processes.
In FY22 we removed a black bottom web from
our packaging inventory. Replacing this with a
recyclable clear option with a reduced micron
count will result in an annual reduction of over
3 tonnes of plastic packaging, in addition to
beneficial cost and freight savings. Liner bags
and gel pads make up a large proportion of our
packaging weight, so we have concentrated our
efforts on making improvements in these areas.
We are currently investigating water filled pads
as a sustainable alternative to gel pads. We
removed liner bags from a number of products
this year, eliminating approximately 73kg of
plastic per annum. In FY23, we will move to a
reduced micron liner bag, further reducing our
plastic consumption by 5,900kg and creating
cost savings of $18,000 per year.
Our continued focus for FY23 is to remove
petrochemical-based plastics from flexible
web and pouch packaging and replace these
with recycled and bio-based materials. We also
intend to join the New Zealand Soft Plastics
Recycling Scheme, which will enable more of our
existing packaging to be recycled.
NEW ZEALAND KING SALMON26ANNUAL REPORT FY22
DENVER WINS FOOD SAFETY AWARDS
Denver McGregor, our General Manager Food Safety & Quality, has
been recognised for his commitment to maintaining a great food
safety culture at New Zealand King Salmon, and his contributions
to Listeria Monocytogenes management in the field.
Denver was presented with the New Zealand Food Safety’s 2021
‘Significant Contribution to Food Safety’ Award from MPI, which
recognises a person or group who has helped improve food safety
in New Zealand.
He also received ‘Longstanding Service Recognition’ from industry
body Seafood New Zealand, for his dedication and contribution
to food safety and most notably the New Zealand King Salmon
listeria strategy programme.
FOOD SAFETY
Our pioneering listeria strategy programme is now in its fourth year.
We believe we are leading the way in New Zealand with the level of
work we are carrying out in this field. Our collaborative approach to
knowledge sharing with the wider industry ensures New Zealand as
a whole can benefit from our learnings and the listeria management
tools we have developed.
National Food
Safety Awards
2
Strains of listeria
identified since the
programme began
24
Strains of listeria
eliminated and
undetected in FY22
5
There is no competitive
advantage when it
comes to food safety, it
is crucial to our business,
and most importantly
our customers.
- Denver McGregor
NEW ZEALAND KING SALMON27ANNUAL REPORT FY22
Resilient Brands
In May the Ōra King story was brought to
life on screen in a beautifully shot 35-minute
documentary. Launched across New Zealand,
Australia and North America, the documentary
follows the lifecycle of an Ōra King salmon and
includes interviews with several NZKS team
members, high-profile chefs and industry
partners. Watch it online here.
During the first half of FY22 we launched a
global market test of Ōra King Keiji – our
interpretation of the famed Japanese
Keiji, a premium sashimi or plate-size
salmon enjoyed for its unique flavour
and delicate texture.
A rare and highly sought-after 15.3kg
Tyee salmon was sold in North
America for $1,700 in an online
auction in February. Purchased via
premium retailer Goldbelly, this
is the first time a Tyee has been
purchased by a domestic cook.
With over 30 years of leadership in
the salmon category in New Zealand,
Regal is our premium retail brand. In
FY22 we launched the first of three
flavours of a new Regal Marlborough
Hot Smoked Salmon dip across New
Zealand retailers. Initial sales have
been strong, with two new flavours
set to launch in early FY23.
In Australia, Regal wood roasted and
cold smoked products were launched
into well-known supermarket chain
Coles. We continue to expand our
presence in Europe with Regal cold
smoked products scheduled to
launch in selected premium Italian
retail stores during the first half of
FY23. In the US, Regal Maple cold
smoked joined the wood roasted
products at retailer Safeways and
the new look Regal Beech and
Maple wood roasted portions also
launched.
A refreshed digital marketing
strategy has seen a significant
improvement in engagement across
all digital platforms.
Domestic market share*
Brand awareness among pre-
packaged fresh and smoked
salmon shoppers in NZ*
Total NZ Regal branded sales
Total export Regal
branded sales
34%
70%
$24.4
million
$9.1million
HIGHLIGHTS
*Tracksuit Brand Health Tracker
NEW ZEALAND KING SALMON28ANNUAL REPORT FY22
Resilient Brands
Since launching in FY17, the Omega Plus
premium pet food brand has grown year on year
across both domestic and overseas markets.
In FY22, we refined our packaging strategy with
differentiated packaging across the grocery and
speciality retail categories. Our dry and wet food
has launched with a fresh look and feel, treats
will follow in FY23.
We launched the Omega Plus treats and oil range
into North America in the second half of FY22
at Las Vegas pet expo SuperZoo. To support the
launch and promote the Omega Plus brand, we
featured in a segment on Las Vegas Now TV.
Southern Ocean is our value brand, predominantly sold
as smoked salmon products into New Zealand domestic
channels. Southern Ocean is the second most recognised
brand (after Regal) with a 43% awareness.* During FY22
we saw a refresh of Southern Ocean’s packaging and digital
channels with updated content across all platforms.
NEW PRODUCT DEVELOPMENT
Despite pandemic-related challenges, we
continued to launch new products across our
brands in both domestic and international
markets during FY22.
After extensive testing in the product
development stage, we successfully launched
the first of three flavours of Regal Marlborough
Smoked Salmon dip into retail stores around
New Zealand.
A 100g Ōra King Manuka Cold Smoked Salmon
product was launched into high-end retail
stores across Europe and North America.
Two new Omega Plus pet food products were
also launched in New Zealand. Whilst they
incorporate other proteins, both of these
products still feature King salmon as the
number one ingredient.
IN THE PIPELINE
Trials are underway on new varieties of wood for
our smoked ranges in addition to a collection of
new flavours and a gourmet product is under
development for a chain of restaurants in
North America.
growth in Instagram
followers and Facebook likes
New sign ups to our
email newsletter
40
%
1,500
HIGHLIGHTS
*Tracksuit Brand Health Tracker
With a global surge in demand for premium pet
food products and the North American market
being the largest in the world, the Omega Plus
brand is well positioned for continued success in
this market.
NEW ZEALAND KING SALMON29ANNUAL REPORT FY22
Domestic
retail
23
%
International
foodservice/retail
60
%
Domestic
foodservice
17
%
Sales by Channel
8
%
Wood
Roasted
Cold
Smoked
Other
6
%
15
%
Whole
Salmon
51
%
20
%
Fillets and
Portions
Sales by Product
Regal
19
%
New Zealand
King Salmon
38
%
35
%
Ōra King
Southern
Ocean
6
%
Omega
Plus
2
%
Sales by Brands
Market Dynamics
Our sales model continues to be resilient with a broad market and channel mix.
Most markets experienced an increase in volumes following Covid-19 recovery,
with premium branded products maintaining a solid price performance.
39
%
NORTH
AMERICA
NEW
ZEALAND
40
%
7
%
AUSTRALIA
5
%
ASIA
EX JAPAN
6
%
JAPAN
3
%
EUROPE
ASIA
(EXC JAPAN)
This market is still in a recovery phase due
to fluctuations in foodservice demand as a
result of Covid-19 restrictions. 2H22 saw a
stronger recovery as retail sales increased and
foodservice markets commenced its rebound.
NEW ZEALAND
Domestic retail growth remains strong ensuring
the market performs consistently. Disruption
to foodservice and export markets required an
increased emphasis on revival of domestic retail
interest and building brand awareness. Reduced
promotional activity during 1H22 resulted in a
boost in returns. We have expanded our domestic
reach for Omega Plus premium pet food with the
launch into the Animates specialty retail store.
Domestic foodservice growth remains subdued as
recovery is taking longer than anticipated.
AUSTRALIA
Our Australian business has
experienced a solid post-Covid-19
recovery. The addition of Regal
listings into Coles supermarkets
nationwide has also boosted
sales volumes. In-market brand
events recommenced with
the Ōra King documentary
screenings and the premium
Noosa Eats & Drinks festival.
NORTH AMERICA
As our biggest export market, North America
continues to be a solid performer. Post-
Covid-19 sales have recovered as alternative
channels to market have been developed. We
sold a record 1H22 volume to North America
whilst implementing price increases in a
challenging environment (except for targeted
disposal sales at a lower price). Channel
diversification and brand depth continues
to grow, with in-market brand events
recommencing in 1H22. Overall, core business
and Regal branded retail continues to grow.
JAPAN
Frozen whole fish contracts
and sushi chain store
promotions ensured the
1H22 result for Japan was
particularly strong. New
importers and distributors
contributed to further growth
in 2H22.
EUROPE
We have seen a pleasing growth in
sales to Europe due to an increased
focus on retail and foodservice
business development. Recent new
listings and expansion of existing
business has increased our volumes
by 70% from FY21.*
*12 months to January 2021
NEW ZEALAND KING SALMON30ANNUAL REPORT FY22
LEADERSHIP
Highlights
Sustainability
Farming in Balance
Results at a Glance
Chair & CEO Report
Financial Statements
NEW ZEALAND KING SALMON31ANNUAL REPORT FY22
Board of Directors
JOHN RYDER
Independent Chair
MCom (Hons), FCA, CMA
John is a chartered accountant and an
active investor and company Director.
His current roles include Executive Chair
of Qestral Corporation Limited and
Independent Chair of Direct Capital VI
Management Limited. John was inducted
into the New Zealand Business Hall of
Fame in 2021.
GRANT ROSEWARNE
Managing Director and CEO
MBA (Executive), BAppSc
Grant was appointed CEO of New Zealand
King Salmon in 2009. With considerable
international sales, marketing and general
management experience, Grant has
worked across a number of categories
including dairy, wine, fresh produce and dry
grocery, as well as foodservice segments
from cafes to fine dining.
JACK PORUS
Non-Executive Director
BCom, LLB
Jack is joint Managing Partner of law firm
Glaister Ennor which he joined in 1972.
He is currently the Chair of Pinnacle Life
Limited and a Director of Neil Corporation
Limited and Norfolk Financial Management
Limited. Jack is a nominated appointee
for major New Zealand King Salmon
shareholder Oregon Group.
PAUL STEERE
Independent Non-Executive Director
Paul was the founding CEO of New Zealand
King Salmon from its formation until
2009 when he became a Director. Paul is
currently Chair of Nelson Airport Limited
and Director of other substantial
private businesses.
CATRIONA MCLEOD
Independent Non-Executive Director
GIBio, MSc, PhD, GAICD
Associate Professor Catriona Macleod is a
senior scientist with more than 20 years’
experience in marine resource, water
and aquaculture management. She has
provided recommendations to inform
regulatory policy and the development of
sustainable aquaculture in Australia
and internationally.
CHIONG YONG TIONG
Non-Executive Director
MCom, BCom
Yong Tiong is Managing Director of
Timbergrow Limited and Maraetai Land
Development Limited. He is also a Director
of property development company Neil
Corporation Limited and is on the Board of
Saint Kentigern School in Auckland.
CAROL CHEN
Non-Executive Director
BBA
We welcomed Carol Chen as a
Non-Executive Director in November
2021. Ms Chen is the Deputy General
Manager of Corporate Strategy and
Development at China Resources
Enterprise (CRE) with responsibility
for mergers and acquisitions initiation
and execution in the Asia Pacific
region. Ms Chen holds a bachelor’s
degree of Business Administration
from the RMIT University, Australia.
This appointment ensures that China
Resources Ng Fung Limited will
continue to be well represented
on our Board.
Our Board brings many years of
experience in salmon farming,
processing and marketing
alongside broader business
expertise in New Zealand and
internationally.
NEW ZEALAND KING SALMON32ANNUAL REPORT FY22
Senior Leadership Team
GRANT ROSEWARNE
Managing Director and CEO
MBA (Executive), BAppSc
Grant was appointed CEO of New Zealand
King Salmon in 2009. With considerable
international sales, marketing and general
management experience, Grant has
worked across a number of categories
including dairy, wine, fresh produce and dry
grocery, as well as foodservice segments
from cafes to fine dining.
JEMMA MCCOWAN
General Manager Brands and Sustainability
BCom, BA
Jemma joined New Zealand King Salmon
in 2012 and has overall responsibility for
delivering the branding and sustainability
programmes. She has 20 years’ experience
in marketing management and
international business. In June 2019 Jemma
was appointed as a Future Director by
agribuness company Scales Corporation,
under the Institute of Directors’ programme.
GRANT LOVELL
General Manager Aquaculture
BSc
Grant has more than 20 years’ experience
in the aquaculture industry in Australia and
New Zealand and has held senior positions
across both freshwater and seawater
operations including management of
breeding programmes, fish health and
harvest, feed and production planning.
RICHARD SMITH
General Manager Processing
BSc, MBA
Richard brings a wealth of experience from
previous roles at Whittaker’s Chocolate,
Moy Park Chicken and Sealord. Prior to
joining the senior leadership team, Richard
fulfilled the role of Projects and Engineering
Manager at New Zealand King Salmon.
FIONA COUCHMAN
General Manager, People and Culture
Fiona joined New Zealand King Salmon
after 15 years as Training and Development
Manager with Masterpet based in
Wellington. She has a passion for helping
people achieve their full potential and
creating a highly engaged workforce with a
focus on developing high
performance teams.
GRAEME TREGIDGA
General Manager, Sales
Graeme joined New Zealand King Salmon
in 2004. Prior to this he spent 16 years in
the horticulture industry with various roles
in processing, international and domestic
sales, and management.
BEN RODGERS
Chief Financial Officer
BBS, PGDipAcc
We welcomed Ben Rodgers as Chief
Financial Officer in September 2021.
Ben was previously Deputy Chief
Financial Officer at Kiwibank based in
Wellington.
Prior to that he was Deputy Chief
Financial Officer with Z Energy for
six years and also gained valuable
experience in the UK working for
Telefonica UK. His work history also
includes companies such as Contact
Energy, PWC and KPMG.
NEW ZEALAND KING SALMON33ANNUAL REPORT FY22
FINANCIAL
STATEMENTS
Leadership
Highlights
Sustainability
Farming in Balance
Results at a Glance
Chair & CEO Report
NEW ZEALAND KING SALMON34ANNUAL REPORT FY22
NEW ZEALAND KING SALMON35ANNUAL REPORT FY22
Contents
FOR THE YEAR ENDED 31 JANUARY 2022
19. Lease Liabilities .................................................................................59
20. Interest Bearing Loans and Borrowings ...............................................60
21. Trade and Other Payables ..................................................................60
22. Employee Benefits .............................................................................60
23. Commitments and Contingencies .......................................................61
24. Risk Management ..............................................................................61
25. Fair Value of Financial Instruments .....................................................65
26. Capital Management ........................................................................65
27. Capital and Reserves .........................................................................66
28. Events after Balance Date ..................................................................67
29. Related Party Disclosure .....................................................................67
30. Auditor’s Remuneration.....................................................................68
31. Reconciliation of Net Operating Cash Flow to Profit /(Loss) ..................68
32. Revenue from Contracts with Customers ...........................................68
33. Segment Information .........................................................................70
Independent Auditors Report ..............................................71
Corporate Governance ......................................................75
Director Disclosures ..........................................................97
Appendix ......................................................................103
Corporate Directory ........................................................106
Glossary .......................................................................107
Consolidated Statement of Comprehensive Income ..................36
Consolidated Statement of Financial Position .........................37
Consolidated Statement of Changes in Equity ........................38
Consolidated Statement of Cash Flows .................................39
Notes to Consolidated Financial Statements ..........................40
1. Corporate Information ........................................................................40
2. Basis of Preparation ............................................................................40
3. Significant Accounting Policies ..............................................................42
4. New Standards Adopted and Standards Issued not yet Adopted .............47
5. Impairment .. ......................................................................................48
6. Other Income .....................................................................................48
7. Expenses ............................................................................................49
8. Finance Income and Costs ..................................................................49
9. Income Tax ... ......................................................................................49
10. Components of Other Comprehensive Income .....................................51
11. Earnings Per Share ..............................................................................51
12. Cash and Cash Equivalents .................................................................52
13. Trade and Other Receivables ...............................................................52
14. Inventories .. .......................................................................................53
15. Biological Assets ................................................................................54
16. Property, Plant and Equipment ..........................................................56
17. Intangibles .........................................................................................57
18. Right-Of-Use Assets ..........................................................................58
NEW ZEALAND KING SALMON36ANNUAL REPORT FY22
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 JANUARY 2022
2022
12 Months to
31 January
2021
7 Months to
31 January
Note$000$000
Revenue from contracts with customers32174,530 95,239
Cost of goods sold including fair value uplift
at point of harvest
14(177,774) (98,820)
Fair value gain on biological transformation1541,261 29,350
Freight costs to market(25,275) (11,616)
Gross profit12,743 14,153
Other income6402 541
Sales, marketing and advertising expenses(13,471) (7,702)
Distribution overheads(5,204) (3,132)
Corporate expenses7(8,649) (4,979)
Other expenses7(1,414) (889)
Loss before interest, tax, depreciation,
amortisation and impairment
(15,593) (2,009)
Depreciation and amortisation expense16,17,18(10,125) (5,969)
Impairment5(59,255) -
Finance income817 5
Finance expenses8(2,636) (1,353)
Loss before tax(87,593) (9,326)
Income tax credit /(expense)914,390 2,247
Net loss after tax(73,202) (7,079)
2022
12 Months to
31 January
2021
7 Months to
31 January
Note$000$000
Other comprehensive income
Other comprehensive income that may be reclassified to
profit or loss in subsequent periods:
Exchange differences on translation of foreign
operations
10214 (677)
Movement on cash flow hedges10(11,765) 22,065
Income tax effect of movement on cash flow
hedges
103,294 (6,178)
Net other comprehensive income/(loss)(8,257) 15,210
Total comprehensive income/(loss)(81,459) 8,131
2022
12 months
2021
7 months
Earnings per share
Basic earnings per share11($0.53) ($0.05)
Diluted earnings per share11($0.53)($0.05)
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
NEW ZEALAND KING SALMON37ANNUAL REPORT FY22
Consolidated Statement of Financial Position
AS AT 31 JANUARY 2022
DIRECTOR - JOHN RYDER
13 April 2022
DIRECTOR - PAUL STEERE
13 April 2022
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
For and on behalf of the Board, who authorised the issue of these financial statements on
13 April 2022
2022
31 January
2021
31 January
ASSETSNote$000$000
Current assets
Cash and cash equivalents122,913 3,479
Trade and other receivables1319,817 16,186
Taxation receivable294 -
Inventories1434,636 42,489
Biological assets1565,529 69,588
Derivative financial assets251,338 5,413
Total current assets124,527 137,155
Non-current assets
Property, plant and equipment1650,620 60,716
Biological assets159,432 18,600
Derivative financial assets253,112 16,354
Intangible assets173,893 9,126
Right-of-use assets185,744 6,810
Goodwill17- 39,255
Total non-current assets72,801 150,861
TOTAL ASSETS197,328 288,016
LIABILITIES
Current liabilities
Trade and other payables2116,434 18,597
Employee benefits222,831 2,857
Borrowings2049,659 3,024
Lease liabilities191,531 1,580
Other financial liabilities29233 233
Derivative financial liabilities253,628 1,646
Taxation payable301 5,074
Total current liabilities74,617 33,011
2022
31 January
2021
31 January
LIABILITIESNote$000$000
Non-current liabilities
Employee benefits22430 696
Borrowings20- 39,250
Lease liabilities194,402 5,389
Deferred tax liabilities9- 16,923
Derivative financial liabilities256,650 204
Total non-current liabilities11,482 62,462
TOTAL LIABILITIES86,099 95,473
NET ASSETS111,229 192,543
EQUITY
Share capital27122,606 122,606
Reserves10,175 18,286
Retained earnings /(deficit)(21,552) 51,651
TOTAL EQUITY111,229 192,543
Net tangible assets per share
Net tangible assets per share$0.76$1.04
NEW ZEALAND KING SALMON38ANNUAL REPORT FY22
Share
Capital
Foreign
Currency
Translation
Reserve
Hedge
Reserve
Share Based
Payment
Reserve
Retained
Earnings/
(Deficit)
Total
Equity
Note$000$000$000$000$000$000
Balance as at 01 February 2021122,606 (1,162) 18,474 974 51,651 192,543
Loss for the year- - - - (73,202) (73,202)
Other comprehensive income/(loss)10- 214 (8,471) - - (8,257)
Total comprehensive income/(loss) for the period- 214 (8,471) - (73,202) (81,459)
Share based payment expense- - - 146 - 146
Balance as at 31 January 2022122,606 (948) 10,003 1,120 (21,551) 111,230
Balance as at 1 July 2020122,606 (485) 2,587 876 58,730 184,314
Loss for the period- - --(7,079)(7,079)
Other comprehensive income/(loss)10- (677) 15,887--15,210
Total comprehensive income/(loss) for the period - (677) 15,887-(7,079)8,131
Share based payment expense- - - 98-98
Balance as at 31 January 2021122,606 (1,162) 18,474 974 51,651 192,543
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 31 JANUARY 2022
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
NEW ZEALAND KING SALMON39ANNUAL REPORT FY22
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 JANUARY 2022
2022
12 Months
2021
7 Months
Note$000$000
Operating activities
Receipts from customers171,644 92,449
Payments to suppliers(129,077) (73,283)
Payments to employees(43,556) (24,512)
Interest received17 5
Interest paid(1,685) (836)
Insurance and settlement income1 -
Government grants received340 490
Proceeds from foreign currency forward
contracts closed early
13,495 5,744
Income tax paid(4,171) (938)
Net cash flows from/(used in) operating
activities
317,008 (881)
Investing activities
Proceeds from sale of property, plant and
equipment
17 -
Purchase of property, plant and equipment(10,295) (4,837)
Purchase of intangible assets(2,907) (859)
Net cash flow (used in)/from investing
activities
(13,185) (5,696)
2022
12 Months
2021
7 Months
Note$000$000
Financing activities
Proceeds from borrowings174,796 62,983
Repayment of borrowings(167,411) (58,841)
Payment of lease liabilities(1,719) (845)
Net cash flows (used in)/from financing
activities
5,666 3,297
Net increase/(decrease) in cash and cash
equivalents
(511) (3,280)
Net foreign exchange difference(55) (356)
Cash and cash equivalents at beginning
of the year
123,479 7,115
Cash and cash equivalents at year end122,913 3,479
The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
NEW ZEALAND KING SALMON40ANNUAL REPORT FY22
Notes to Consolidated Financial Statements
FOR THE YEAR ENDED 31 JANUARY 2022
1. CORPORATE INFORMATION
The consolidated financial statements of New
Zealand King Salmon Investments Limited (the
Company) and its subsidiaries (together the Group)
for the year ended 31 January 2022 were authorised
by the Directors on 13 April 2022.
New Zealand King Salmon Investments Limited
is a profit-orientated company incorporated
and domiciled in New Zealand. The Company is
registered under the Companies Act 1993 and listed
on the NZX Main Board (“NZX”) and the Australian
Securities Exchange (“ASX”). The Company is an
FMC reporting entity under the Financial Markets
Conduct Act 2013.
The Group is principally engaged in the farming,
processing and sale of premium salmon products.
The Group has changed its balance date to 31
January following a Board resolution on 2 November
2020. The comparative information is for the seven
month period to 31 January 2021 as such, amounts
presented in the financial statements are not
entirely comparable.
2. BASIS OF PREPARATION
a. Statement of compliance
The consolidated financial statements comply
with New Zealand Equivalents to International
Financial Reporting Standards (IFRS) and also with
International Financial Reporting Standards (IFRS).
The financial statements are prepared under NZ
GAAP and FMC Act 2013.
b. Basis of measurement
The financial statements have been prepared
on a historical cost basis except for biological
assets and certain financial instruments which
have been measured at fair value. The carrying
values of recognised assets and liabilities that are
designated as hedged items in hedging instruments,
otherwise carried at amortised cost, are adjusted to
recognise changes in the fair values attributable to
the risks that are being hedged in effective hedge
relationships. The consolidated financial statements
are presented in New Zealand dollars and all values
are rounded to the nearest thousand ($000), except
when otherwise indicated.
c. Significant accounting judgements,
estimates and assumptions
The preparation of the Group’s consolidated
financial statements requires management to
make judgements, estimates and assumptions that
affect the reported outcomes of revenues, expenses,
assets, liabilities and the accompanying disclosures.
The Group based its assumptions and estimates
on parameters available when the consolidated
financial statements were prepared. Uncertainties
about these assumptions and estimates could result
in an outcome that requires a material adjustment
to the carrying amount of assets or liabilities in
future periods.
Specific areas requiring significant estimates and
judgements include:
Going concern
The Group has reviewed the impact on the business
from the evolving mortality event occurring at our
sea farms. The Directors are of the view that there
will be a material adverse impact to financial results,
in comparison to previous expectations, in the 12
months from approving the financial statements.
The impacts of fish mortality will result in an
increase in mortality expenses for the year ended
31 January 2023 and a reduction in the forecast
harvest volume. The Group is in breach of its banking
related covenants at 31 January 2022 and without
taking action the Group forecasts that breaches of
a number of its banking related covenants over the
next 12 months will continue. As a result, there are
material uncertainties related to events or conditions
that may cast significant doubt on the Group’s
ability to continue as a going concern. In response to
this the Group is taking the following actions.
In February 2022 the Group commenced discussions
with the Group’s bank (Bank of New Zealand) while
a review of the financial structure of the business
was undertaken. The Directors approved a rights
issue, which will commence post the approval of
the financial statements of $60.1m to fully repay (or
cash cover) all bank debt of the Group and provide
sufficient funds to support operations for the 12
months from the date of approving these financial
statements. On the basis the Group completes the
equity raise of a minimum $50m (net of transaction
costs), the Bank of New Zealand has agreed in
principle a combination of temporary covenant
NEW ZEALAND KING SALMON41ANNUAL REPORT FY22
waivers, renegotiation of facilities and adjustments
to covenant definitions. On the assumption the full
equity raise is completed, and financial forecasts are
met, the Group does not forecast a default event in
respect of its financial covenants for 12 months from
the date of approving these financial statements.
The Directors consider that the completion of
the equity raise is probable as they have taken all
reasonable steps to ensure the successful completion
of the capital raise, including obtaining contractual
pre-commitments from Oregon Group Limited and
certain Directors to subscribe for $26.3m of shares
in the equity raise and entering into an underwriting
agreement with Jarden Partners Limited and Jarden
Securities Limited as underwriter and lead manager
of the equity raise, pursuant to which the balance of
the equity raise will be underwritten. However, these
steps do not eliminate the inherent risk in equity
markets. In addition, the Directors consider that
the Group’s forecast net cashflows for the coming
12 months are achievable and so that the amount
expected to be raised in the capital raise will be
sufficient to ensure that the Group can continue
to pay its debts as they fall due. Having taken
these actions the Directors have concluded that it
is appropriate that these financial statements are
prepared on a going concern basis.
Should the proposed equity raise not be completed,
an event of default will occur, and the willingness of
the Bank of New Zealand to continue to support the
business is uncertain. In addition, if financial forecasts
are not met, the amount of equity raised may not be
sufficient to allow the Group to pay its debts as they
fall due. As a result of these material uncertainties,
the Group may be unable to realise its assets and
discharge its liabilities in the normal course of
business. As the Directors consider the equity raise and
the achievement of financial results is probable, the
financial statements do not include any adjustments
relating to the recoverability and classification of
recorded asset amounts or adjustments to liabilities
that might be necessary should the entity not
continue as a going concern.
Valuation of biological assets
The Group recognises stocks of live fish at fair value
according to the principles of NZ IAS 41 Agriculture.
The fair value is measured using a valuation model
that relies on various assumptions and information
available at balance date. Inputs include anticipated
market prices, quality mix, current weights of livestock
relative to expected harvest weight, mortality rates,
growth rates and production costs. The income or
loss that is ultimately recognised at time of sale may
be significantly different from that implied by the fair
value adjustment at the end of a reporting period. The
fair value uplift from accumulated costs to date has
no cash impact in the reporting period. Further details
of the valuation and sensitivity to change in key inputs
are given in Note 15.
Impairment testing of intangibles, plant
and equipment
The Group’s non-financial assets are assessed for
indicators of impairment on at least an annual basis
and whenever events or changes in circumstances
indicate that the carrying amount of the assets may
exceed their recoverable amount. In addition the
carrying value of goodwill, plant, equipment and
intangible assets that are not yet available for use are
tested annually for impairment irrespective of whether
there is any indication of impairment according to the
principles of NZ IAS 36 Impairment of Assets.
Where the asset’s carrying amount is determined
to be greater than the recoverable amount,
the carrying amount is written down and an
impairment loss is recognised in the income
statement. Impairment testing involves a significant
amount of estimation. Impairment testing involves
assessing the recoverable amount of the Group’s
Cash Generating Unit (“CGU”) by calculating
the higher of the CGU’s value in use or fair value
less costs of disposal. The recoverable amount
calculated under the value-in-use method includes
cash flow projections that necessarily take into
account changes in the market in which a business
operates. Determining both the cash flows and
the risk-adjusted discount rate appropriate to the
operating unit requires the exercise of judgement.
The estimation of cash flows is sensitive to
the periods for which detailed forecasts are
available and to assumptions regarding long-
term sustainable cash flows, the assessment of
impairment requires judgement to be applied and
consideration of a number of factors including
but not limited to: changes in business strategy,
regulatory environment, and customer preferences
or requirements. As a result of the mortality event,
the Directors have approved a strategy change to
reduce farming at the Group’s warmer sites over
summer (outside of some trials). This will reduce the
Group’s annual harvest volume from ~8,000 tonnes
to 6,500 tonnes (~5,750 tonnes FY23 and 6,500
tonnes FY24 onwards), however, it is also expected
to reduce the risk of sea farm mortality with the
intention of being a more predictable and profitable
business. As part of this the Group is reviewing its
operating expenses to align with a reduction in
harvest volume. (Refer to Note 16 and 17)
NEW ZEALAND KING SALMON42ANNUAL REPORT FY22
Inventory (Finished goods and work in progress)
obsolescence
Inventories are stated at the lower of cost or net
realisable value, and the Group uses judgement and
estimates to determine the net realisable value of
inventory at the end of each reporting period.
The Group estimates the net realisable value of
inventory for obsolescence and unmarketable
items at the end of reporting period and then
writes down the cost of inventories to net realisable
value. The net realisable value of the inventory
is determined based on assumptions of future
demand and pricing and estimates over the
remaining shelf life of the inventory.
Valuation of financial derivatives
The Group recognises financial derivatives at fair
value according to the principles of NZ IFRS 13 Fair
Value Measurement. The value is calculated by
a third party expert using an industry standard
model. Inputs to the model are obtained externally
by the service provider. Further details of the
valuation are included in Note 24.
d. Foreign currency translation
Functional and presentation currency
The Group’s consolidated financial statements
are presented in New Zealand dollars, which is
also the parent company’s functional currency.
The Australian subsidiary’s functional currency
is Australian dollars which is translated into the
presentation currency in these financial statements.
The USA subsidiary’s functional currency is
United States dollars which is translated into the
presentation currency in these financial statements.
Transactions and balances
Transactions in foreign currencies are initially
recorded in the functional currency and then
translated by applying the exchange rates ruling at
the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are
retranslated at the rate of exchange at balance date.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated
using the exchange rate as at the date of the initial
transaction. Non-monetary items measured at fair
value in a foreign currency are translated using the
exchange rates at the date when the fair value
was determined.
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of consolidation
The financial statements comprise the financial
statements of New Zealand King Salmon
Investments Limited and its subsidiaries (per Note
29). Subsidiaries are all those entities over which the
Company has control.
The financial statements of the subsidiaries are
prepared for the same reporting period as the Parent
company using consistent accounting policies.
In preparing the consolidated financial statements,
all intercompany balances and transactions, income
and expenses and profit and losses resulting from
intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on
which control is obtained by the Group and cease to
be consolidated from the date on which control is
transferred out of the Group.
b. Financial instruments
Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair
value through profit or loss. In order for a financial
asset to be classified and measured at amortised
cost or fair value through OCI, it needs to give rise to
cash flows that are ‘solely payments of principal and
interest (SPPI)’ on the principal amount outstanding.
This assessment is referred to as the SPPI test and is
performed at an instrument level. Financial assets
with cash flows that are not SPPI are classified
and measured at fair value through profit or loss,
irrespective of the business model. Subsequently the
Group applies the following accounting policies for
financial instruments:
Cash and cash equivalents
Cash and cash equivalents in the balance sheet
comprise cash at bank and call deposits. For the
purpose of the statement of cash flows, cash and
cash equivalents consist of cash and short-term
deposits net of outstanding bank overdrafts.
Trade and other receivables
Short term trade and other receivables are not
discounted and are initially stated at cost. Gains and
losses are recognised in the profit or loss when the
receivables are written off or impaired.
For trade receivables and contract assets, the Group
applies a simplified approach in calculating an
allowance for expected credit loss (ECL). Therefore,
the Group does not track changes in credit risk,
but instead recognises a loss allowance based on
lifetime ECL’s at each reporting date. The Group has
established a provision matrix that is based on its
NEW ZEALAND KING SALMON43ANNUAL REPORT FY22
historical credit loss experience, adjusted for forward-
looking factors specific to the debtors and the
economic environment.
Loans with related parties
Loans and amounts owing from related companies
are non-derivative financial assets with fixed or
determinable payments that are not quoted in an
active market. After initial recognition such assets are
carried at amortised cost using the effective interest
method. Gains and losses are recognised in profit or
loss when the loans are derecognised or impaired.
Trade and other payables
Trade and other payables are carried at cost due to
their short term nature and are not discounted. They
represent liabilities for goods and services provided
to the Group prior to the end of the financial year
that are unpaid, and arise when the Group becomes
obliged to make future payments in respect of the
purchase of these goods and services. The amounts
are unsecured and are usually paid within 30-90 days
of recognition.
Interest bearing borrowings
After initial recognition interest bearing borrowings
are subsequently measured at amortised cost
using the effective interest method. Fees paid
on establishment of loan facilities that are yield
related are included as part of the carrying amount.
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. Borrowing costs are generally
recognised as an expense when incurred, with the
exception of borrowing costs associated with a
qualifying asset which are capitalised as part of the
cost of that asset.
Financial guarantees
Financial guarantee contracts issued by the Group
are those contracts that require a payment to be
made to reimburse the holder for a loss it incurs
because the specified debtor fails to make a
payment when due in accordance with the terms of
a debt instrument.
Financial guarantee contracts are recognised initially
as a liability at fair value, adjusted for transaction
costs that are directly attributed to the issuance
of the guarantee. Subsequently the liability is
measured at the higher of the best estimate of the
expenditure required to settle the present obligation
at balance date and the amount recognised less
cumulative amortisation.
Derivative financial instruments and hedging
The Group uses derivative financial instruments
including forward currency contracts, options and
interest rate swaps to hedge risks associated with
interest rate and foreign currency fluctuations.
Such derivative financial instruments are initially
recognised at fair value on the date on which
a derivative contract is entered into and are
subsequently re-measured to fair value at balance
date. Derivatives are carried as assets when their
fair value is positive and as liabilities when their fair
value is negative.
The fair values of forward currency contracts are
calculated by reference to current forward exchange
rates for contracts with similar maturity profiles. The
fair values of interest rate swaps are determined by
reference to market values for similar instruments.
The Group designates its derivative financial
instruments as hedges of a particular risk associated
with a recognised asset or liability or a highly
probable commitment that could affect profit or
loss. The effective portion of the gain or loss on the
hedging instrument is recognised directly in other
comprehensive income in the cash flow hedge
reserve, while the ineffective portion is recognised
immediately in the statement of profit or loss.
Amounts accumulated in equity are transferred to
profit or loss when the hedged item affects profit
or loss.
c. Inventories
Inventories including raw materials, work in progress
and finished goods are valued at the lower of cost
or net realisable value. Costs incurred in bringing
each product to its present location and condition
are accounted for as follows:
Raw materials – the cost of fish is measured at
fair value at harvest date. The cost of feed and
packing materials is based on the purchase price
including import duties and other taxes, transport,
handling and other costs directly attributable to the
acquisition of the goods and materials. Costs are
determined on a weighted average basis.
Manufactured finished goods and work in
progress – cost of direct materials, labour and a
proportion of manufacturing overheads appropriate
to the stage of manufacture. Costs are assigned
on the basis of weighted average costs. The cost of
items transferred from biological assets is their fair
value less costs to sell at the date of harvest.
Net realisable value – the estimated selling price in
the ordinary course of business less estimated costs
of completion and the estimated costs necessary to
make the sale.
NEW ZEALAND KING SALMON44ANNUAL REPORT FY22
d. Biological assets
Biological assets include fish livestock measured at
fair value less estimated costs to sell. The net gain
or loss resulting from the fair value measurement is
recognised in profit or loss.
The fair value of fish livestock is derived from the
amount expected to be received from the sale of the
asset in an active market. The target live weight of
the harvestable fish is defined as a fish with a live
weight of 4kg or greater. Many fish are harvested with
a live weight above or below this weight.
For brood stock and fish where little biological
transformation has taken place since initial cost
was incurred, cost less impairment is used as an
approximation of fair value. This value is used up to
the point at which fish are transferred to sea water.
Fish stock is transferred to inventory at the time of
harvest. The transfer is recorded at its fair value
which is deemed to be cost for the purposes of
inventory valuation.
e. Property, plant and equipment
Property, plant and equipment are stated at historical
cost less accumulated depreciation and impairment.
Depreciation is provided on a straight line basis over
the estimated useful lives of the assets as follows:
Freehold land ....................................not depreciated
Freehold buildings .......................twenty to fifty years
Building fit out ....................three to twenty five years
Leasehold improvements ...................five to ten years
Plant, furniture and fittings .......three to twenty years
Motor vehicles ..................................five to ten years
Sea vessels ..................................ten to twenty years
The residual values, useful lives and methods of
depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted
prospectively if appropriate. An asset’s carrying
value is written down immediately to its recoverable
amount if its carrying value is greater than its
estimated recoverable amount.
An item of property, plant and equipment is
derecognised upon disposal or when no further
future economic benefits are expected from its use or
disposal. Any gain or loss arising on de-recognition of
the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the
asset) is included in profit or loss in the year the asset
is derecognised.
f. Leases
At the inception of a contract, the Group is required
to assess whether a contract is, or contains, a lease.
A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified
asset for a period in exchange for consideration.
Right-of-use assets
The Group recognises right-of-use assets at the
commencement date of the lease (i.e. the date the
underlying asset is available for use). Right of use
assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for
any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before
the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease term
and the estimated useful lives of the assets.
The Group’s lease portfolio
Property leases
The Group’s real estate includes office buildings and
storage facilities. The Group has recognised some
storage contracts that meet the identifiable criteria
as a right-of-use asset and corresponding liability
portfolio under NZIFRS 16.
Vehicle leases
The Group lease vehicles are predominantly used
by sales staff and the transportation of personnel
between operating locations. These vehicles are
generally held for a term of three years.
Plant and Equipment Leases
The Group sometimes leases machinery used for
the production or processing of salmon. The current
leases relate to equipment being utilised for the
upwelling on sea farms and various forklifts operated
throughout the company. The Group has elected to
apply the recognition exemption for short-term leases
for all other machinery employed for less than 12
months duration and for leases where the underlying
asset is of low value.
Contracts not recognised as leases
The Group has transport contracts that have not
been recognised as leases on balance sheet but
can be identified as an asset to which the contract
relates. These leases have been assessed as variable
lease payments linked to future harvest volumes and
activity levels. These contracts have an operating
expense value of $3.6m in the year to 31 January 2022
(7 months to 31 January 2021: $2.2m).
NEW ZEALAND KING SALMON45ANNUAL REPORT FY22
The Group applies short term lease recognition exemption to its short term leases
of equipment. It also applies the lease of low-value assets recognition exemption
to leases of equipment that are considered to be low value. Lease payments on
short term leases and leases of low-value assets are recognised as expense on a
straight-line basis over the lease term.
g. Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an
asset may be impaired. If any indication exists, or when annual impairment testing
for an asset is required, the Group estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less
costs of disposal and its value in use. The recoverable amount is determined for
an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. When the
carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
h. Intangibles
Intangible assets acquired separately or in a business combination are initially
measured at cost. The cost of an intangible asset acquired in a business
combination is its fair value as at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated
amortisation and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised over the useful life and tested
for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life is reviewed at least at each financial year-end.
Changes in the expected useful life or the expected pattern of consumption of
future economic benefits embodied in the asset are accounted for prospectively
by changing the amortisation period or method, as appropriate, which is a change
in accounting estimate. The amortisation expense on intangible assets with finite
lives is recognised in profit or loss in the expense category consistent with the
function of the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are not
amortised but are tested for impairment annually, either individually or at the
cash-generating unit level. The assessment of useful life is reviewed annually to
determine whether the indefinite life continues to be supportable. If not, the
change in useful life from indefinite to definite is made on a prospective basis.
A summary of the policies applied to the Group’s intangible assets is as follows:
Goodwill and trade marks
Useful lives: ........................................................................................Indefinite
Internally generated or acquired: .........................................................Acquired
Intellectual property, marine farm and hatchery licences and marina berth
Useful lives: ..............................................................................................Finite
Amortisation method used: ..........................Straight line, five to thirty five years
Internally generated or acquired: .........................................................Acquired
Computer Software
Useful lives: ..............................................................................................Finite
Amortisation method used: ..............................Straight line, four to seven years
Internally generated or acquired: .........................................................Acquired
i. Research and development costs
Research costs are generally expensed as incurred. Development expenditures
are capitalised as intangible assets when the Group can demonstrate:
-Costs can be reliably measured.
-Completion of the project is technically feasible.
-Resources are available to complete the project.
-There is an intention to use the resulting asset and it will generate future
economic benefits.
During the period of development the asset is tested for impairment annually.
j. Employee benefits
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries including non-monetary benefits, annual
leave and accumulating sick leave expected to be settled within 12 months of
the reporting date are recognised in respect of employees’ services up to the
reporting date. They are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised
when the leave is taken and are measured at the rates paid or payable.
NEW ZEALAND KING SALMON46ANNUAL REPORT FY22
Long service leave
The liability for long service leave is recognised and measured at the present
value of expected future payments to be made in respect of services provided
by employees up to the reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service.
Defined contribution plans
Contributions made to a defined contribution plan are expensed as incurred.
k. Contributed equity
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to
the issue of new shares or options are shown in equity as a deduction net of tax
from the proceeds. Other capital raising costs are expensed as incurred.
l. Revenue and Income Recognition
Revenue from contracts with customers
The Group is in the business of growing, processing and selling King salmon to
customers in New Zealand and overseas. Revenue from contracts with customers
is recognised when control of the goods is transferred to the customer at the
amount that reflects the consideration to which the Group expects to be entitled
in exchange for those goods. The Group has generally concluded that it is the
principal in its revenue arrangements because it typically controls the goods
before transferring them to the customer.
NZ IFRS 15 established a five-step model to account for revenue arising from
contracts with customers and requires that revenue be recognised at an amount
that reflects the consideration to which an entity expects to be entitled in
exchange for transferring goods or services to a customer.
Interest income
Revenue is recognised as interest accrues using the effective interest method.
Insurance proceeds
Insurance proceeds are recognised in the financial statements when receipt is
virtually certain and can be measured reliably.
m. Taxes
Income taxes
Current tax assets and liabilities for the current and prior periods are measured
at the amount expected to be recovered from or paid to the taxation authorities
based on the current period’s taxable income. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the
balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
The carrying amount of deferred income tax assets is reviewed at each balance
sheet date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred income tax asset
to be utilised. Unrecognised deferred income tax assets are reassessed at each
balance sheet date and are recognised to the extent that it has become probable
that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been enacted or substantively
enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in
equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally
enforceable right exists to set off current tax assets against current tax liabilities
and the deferred tax assets and liabilities relate to the same taxable entity and
the same taxation authority.
NEW ZEALAND KING SALMON47ANNUAL REPORT FY22
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST,
except when:
-The GST incurred on a purchase of goods and services is not recoverable from
the taxation authority, in which case the GST is recognised as part of the cost
of acquisition of the asset or as part of the expense item as applicable.
-Receivables and payables, which are stated with the amount of GST included.
-The net amount of GST recoverable from or payable to the taxation authority is
included as part of receivables or payables in the balance sheet.
-Commitments and contingencies are disclosed net of the amount of GST
recoverable from or payable to the taxation authority.
-The Group recognises uncertain tax positions as a liability where it is probable
that an outflow of resources will be required.
n. Share-based payments
Certain employees of the Group receive remuneration in the form of share-
based payments, whereby employees render services as consideration for equity
instruments (equity-settled transactions). The cost of equity-settled transactions
is determined by the fair value at the date when the grant is made using an
appropriate valuation model, further details of which are given in Note 27.
That cost is recognised in employee benefits expense, together with a
corresponding increase in equity (other capital reserves), over the period in
which the service and, where applicable, the performance conditions are fulfilled
(the vesting period). The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The expense or credit in
the statement of comprehensive income for the period represents the movement
in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account
when determining the grant date fair value of awards, but the likelihood of the
conditions being met is assessed as part of the Group’s best estimate of the
number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions
attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in
the fair value of an award and lead to an immediate expensing of an award unless
there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-
market performance and/or service conditions have not been met. Where awards
include a market or non-vesting condition, the transactions are treated as vested
irrespective of whether the market or non-vesting condition is satisfied, provided
that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense
recognised is the grant date fair value of the unmodified award, provided the
original terms of the award are met. An additional expense, measured as at the
date of modification, is recognised for any modification that increases the total
fair value of the share-based payment transaction, or is otherwise beneficial to
the employee. Where an award is cancelled by the entity or by the counterparty,
any remaining element of the fair value of the award is expensed immediately
through profit or loss.
o. Comparatives
Certain prior year comparatives have been reclassified to align with the current
period’s presentation. The reclassification is in respect of currency sensitivity
impacts upon equity disclosures.
4. NEW STANDARDS ADOPTED AND STANDARDS ISSUED
NOT YET ADOPTED
a. New standards adopted and interpretations
In the current year, the Group applied amendments to accounting standard and
interpretations that are effective for an annual period that began on or after 1
February 2021 in respect of cloud computing costs and selling costs in inventory
net realisable value assessment. Their adoption has not had any material impact
on the disclosures or on the amounts reported in the financial statements.
No other new standards, amendments or interpretations that are not yet effective
have been early adopted by the Group in these financial statements.
NEW ZEALAND KING SALMON48ANNUAL REPORT FY22
2022
12 Months
2021
7 Months
$000$000
Plant, equipment and fittings 12,116 -
Vehicles and sea vessels 511 -
Development in progress 5,587 -
Trademarks 13 -
Farm and hatchery licenses 1,009 -
Software 763 -
Goodwill 39,255 -
Total impairment 59,255 -
20222021
$000$000
Mortality+ 500 tonnes (11,000) -
- 500 tonnes 11,000 -
Price increases+1% 21,000 -
-1% (22,000) -
Cost increases+1% (20,000) -
-1% 20,000 -
Discount rate WACC+1% (19,000) -
-1% 24,000 -
Growth rate+1% 19,000 -
-1% (15,000) -
5. IMPAIRMENT
As noted in Note 17 Intangible assets. Following on from an unexpected increase
in sea farm mortality predominantly seen at our warmer sites towards the end of
FY22, the Group has approved a strategy change to reduce farming at our warmer
sites over summer. This strategy has a significant impact on future harvest
volumes and therefore a reduction in future cash flows. A value in use calculation
using a discounted cash flow approach (DCF) was prepared to estimate the
recoverable amount of the CGU, with a resulting valuation single point of $183m.
The DCF resulted in $39.255m impairment to goodwill and additional impairment
of $14.4m which has been allocated on a pro rata basis to intangible assets
and plant and equipment. Consideration has been given as to the status of
development projects in light of the current financial environment and the impact
this has on the capacity to complete significant capital projects. As a result, the
capitalised development costs have been impaired at balance date.
IMPAIRMENT SENSITIVITY
2022
12 Months
2021
7 Months
Other income
$000$000
Grants received 340 490
Profit on sale of property, plant and equipment17 -
Other income45 51
Total other income402 541
6. OTHER INCOME
NEW ZEALAND KING SALMON49ANNUAL REPORT FY22
2022
12 Months
2021
7 Months
Corporate and other expenses include:$000$000
Trade receivables written off- -
Impairment of trade receivables44 8
Research cost768 599
Loss on sale of assets 153 2
Low value leases3 -
Directors' fees429 271
Other Directors' expenses10 1
Donations10 8
2022
12 Months
2021
7 Months
Employee benefits expense$000$000
Wages and salaries36,427 20,236
Defined contribution plan expenses914 514
Restructuring costs12 10
Other employee benefits expenses5,301 3,495
Outsourced labour890 440
Total employee benefits expense43,544 24,695
2022
12 Months
2021
7 Months
Compensation of key management
personnel of the Group
$000$000
Short-term employee benefits2,027 1,224
Share based payment expense21 29
Post employment pension and medical benefits112 53
Total compensation of key management
personnel of the Group
2,160 1,306
7. EXPENSES
2022
12 Months
2021
7 Months
Finance income$000$000
Interest income17 5
Total finance income17 5
2022
12 Months
2021
7 Months
Finance costs$000$000
Bank facility fees920 418
Interest on bank loans and overdrafts1,467 795
Interest on leases249 140
Total finance costs2,636 1,353
8. FINANCE INCOME AND COSTS
2022
12 Months
2021
7 Months
Recognised in the consolidated statement
of comprehensive income
$000$000
Current income tax expense(794) 427
Deferred tax relating to origination and reversal of temporary
differences
(13,596) (2,674)
Total income tax expense/(credit) in the
statement of comprehensive income
(14,390) (2,247)
Tax amounts posted directly to other
comprehensive income
(3,294) 6,178
Tax amounts posted directly to equity (32)-
9. INCOME TAX
Continued on next page
NEW ZEALAND KING SALMON50ANNUAL REPORT FY22
2022
12 Months
2021
7 Months
$000$000
Reconciliation of tax expense to statutory
income tax rate
Profit /(loss) before tax(87,593) (9,326)
Income tax using the company tax rate 28%(24,526) (2,611)
Non deductible/non assessable items2 23
Impairment of goodwill10,991 -
Unrecognised tax losses105 -
Prior period adjustment(991) 306
Adjustment for varying tax rates10 35
Other differences19 -
Total tax expense /(credit)(14,390)
(2,247)
Statement of financial position
deferred tax assets and liabilities20222021
Deferred tax liabilities $000$000
Accelerated depreciation for tax purposes - (3,109)
Fair value adjustment to biological assets(6,829) (9,286)
Unrealised gains on foreign currency hedges(1,246) (6,095)
Increase accounting cost for finished goods(304) (564)
Total deferred tax liabilities(8,379)
(19,054)
Deferred tax assets
Deferred tax on impairment2,605 -
Provision for doubtful trade debtors 41 29
Provision for employee benefits897 765
Share based payments295 263
Tax losses1,326 -
Unrealised losses on foreign currency hedges2,725 518
Other provisions490 556
Total deferred tax assets
8,379 2,131
Net deferred tax liabilities- (16,923)
Imputation credit account
The imputation credit account balance in the Group as at 31 January 2022 is
$9,517k (31 January 2021: $5,450k).
20222021
$000$000
Unused tax losses
Unused tax losses for which no deferred tax asset has been
recognised
378 -
Potential tax benefit @ 28% 106 -
The unused tax losses relate to the New Zealand operations and can be carried forward
indefinitely subject to the shareholder continuity test.
Statement of comprehensive income impact of
deferred tax assets and liabilities
2022
12 Months
2021
7 Months
Deferred tax liabilities $000$000
Accelerated depreciation for tax purposes - (5)
Fair value adjustment to biological assets(2,457) (1,543)
Increase accounting cost for finished goods(260) (1,043)
Other provisions- (79)
(2,718) (2,670)
Deferred tax assets
Accelerated depreciation for tax purposes (5,714) -
Provision for doubtful trade debtors (13) 17
Provision for employee benefits(132) 22
Tax losses(5,104) -
Unrealised gains on foreign currency hedges 18 -
Other provisions66 (43)
(10,879) (4)
Deferred tax expense /(credit)(13,597) (2,674)
NEW ZEALAND KING SALMON51ANNUAL REPORT FY22
2022
12 Months
2021
7 Months
Movement in reserves$000$000
Forward currency contracts
Reclassification during the year to profit or loss(64) 38
Income tax effect18 (11)
Realised/unrealised net gain/(loss) during the period (13,193) 21,769
Income tax effect3,694 (6,095)
Interest rate swaps
Realised/unrealised net gain/(loss) during the period 944 258
Income tax effect(265) (72)
Reclassification during the period to profit or loss547 -
Income tax effect (153) -
Currency translation differences
Translation of foreign operations214 (677)
Net movement in other comprehensive income(8,257) 15,210
10. COMPONENTS OF OTHER COMPREHENSIVE INCOME
11. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing the profit for the period attributable to shareholders of the Company by the weighted average number of
ordinary shares on issue during the period. Diluted earnings per share are calculated by dividing the profit attributable to shareholders of the Company by the weighted
average number of ordinary shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all dilutive potential
ordinary shares into ordinary shares.
2022
12 Months
2021
7 Months
Earnings per share$000$000
Profit / (loss) attributable to ordinary equity holders(73,202) (7,079)
# of Shares# of Shares
000000
Weighted average number of ordinary shares for basic and diluted earnings per share139,004 138,986
Basic earnings per share($0.53)($0.05)
Diluted earnings per share($0.53)($0.05)
NEW ZEALAND KING SALMON52ANNUAL REPORT FY22
20222021
Cash and cash equivalents$000$000
Cash at bank and on hand2,452 2,571
Short-term deposits461 908
Total cash and cash equivalents2,913 3,479
20222021
Trade and other receivables$000$000
Trade receivables16,615 12,968
Allowance for expected credit losses(141) (97)
Prepayments2,851 2,696
Other receivables492 619
Total trade and other receivables19,817 16,186
Trade receivables generally have 20-30 day terms and are recognised at their realisable value.
20222021
Ageing analysis of trade receivables$000$000
> 90 days overdue5 4
61 - 90 days overdue2 7
31 - 60 days overdue103 114
< 30 days overdue3,747 2,629
Not yet due12,758 10,214
Total receivables16,615 12,968
20222021
Receivables impairment$000$000
As at beginning of year97 90
Additional provisions for impairment44 97
Receivables written off during the period- -
Reversal of unused amounts- (90)
As at year end141 97
12. CASH AND CASH EQUIVALENTS
13. TRADE AND OTHER RECEIVABLES
NEW ZEALAND KING SALMON53ANNUAL REPORT FY22
14. INVENTORIES
20222021
Inventories$000$000
Raw materials10,509 11,853
Work in progress1,705 2,748
Finished goods22,422 27,888
Total inventories34,636 42,489
The carrying value of finished goods as at 31 January 2022 includes a fair value uplift at point of harvest of $8,665k (2021: $12,939k)
and net realisable value provision of $7,708k ( 2021: $10,931k).
20222021
Amount of inventories recognised as an expense in the statement of comprehensive income$000$000
Cost of inventories recognised as an expense180,987 90,092
Movement in net realisable value provision (3,213) 8,728
Total cost of goods sold including fair value uplift at point of harvest177,774 98,820
The cost of inventories recognised as an expense for the year ended 31 January 2022 includes a fair value uplift at point of harvest of $54,313k (2021: $29,857k).
This cost is included in cost of goods sold in the Statement of Comprehensive Income.
The cost of inventory includes fish harvested at the fair value less cost to sell at harvest date, based on management’s expected future sales pricing and mix of product
(“deemed cost”). As at 31 January 2022 no volumes were forecasted to be sold at returns materially below deemed cost plus further manufacturing costs. As a result,
the overall deemed cost of inventory on hand takes this into account and therefore increase the carrying value by the impact of the higher expected sales prices.
NEW ZEALAND KING SALMON54ANNUAL REPORT FY22
Cost
Fair Value
GainTotal
Biological assets $000$000$000
As at 1 February 202155,025 33,163 88,188
Increase due to biological transformation
1
83,311 33,876 117,188
Decrease due to harvest
2
(66,920) (50,038) (116,958)
Decrease due to mortality
3
(20,841) - (20,841)
Changes in fair value
4
- 7,385 7,385
As at 31 January 202250,575 24,386 74,961
Cost
Fair Value
GainTotal
Biological assets$000$000$000
As at 1 July 2020 53,704 38,674 92,378
Increase due to biological transformation51,807 33,726 85,533
Decrease due to harvest (42,233) (34,860) (77,093)
Decrease due to mortality (8,253) - (8,253)
Changes in fair value- (4,377) (4,377)
As at 31 January 202155,025 33,163 88,188
1
Biological transformation fair value is impacted by volume increases and fish weight at reporting date
relative to the target fish harvest weight of 4 kgs (proportional recognition).
2
Harvested fair value is included in cost of goods sold in the statement of comprehensive income and
is calculated by multiplying the current period's harvest (biomass) by the prior period's estimated gross
margin per kg (recognised at 100%).
3
Mortality cost is expensed directly to the statement of comprehensive income in the period which it
occurs and is not subject to a fair value uplift.
4
Changes in fair value are impacted by movements in margin primarily being changes in sales price and
costs to sell (fish cost, harvest, processing and freight to market).
2022
tonnes
2021
tonnes
Estimated closing biomass
Closing fresh water stocks199 173
Closing sea water stocks5,816 6,691
Total estimated closing biomass live weight as at
year end
6,015 6,864
2022
12 months
tonnes
2021
7 months
tonnes
Total live weight harvested for the year8,389 5,545
2022
12 months
$000
2021
7 months
$000
Fair value gain/(loss) recognised in profit and loss
Gain arising from growth of biological assets33,876 33,726
Movement in fair value of biological assets7,385 (4,377)
Total fair value gain on biological transformation 41,261 29,349
The Group has three hatcheries in the South Island and nine operational marine
salmon farms in the Marlborough Sounds. The fish livestock typically grow for up
to 31 months before harvest.
15. BIOLOGICAL ASSETS
NEW ZEALAND KING SALMON55ANNUAL REPORT FY22
Fair value measurement
Measurement of fair value is performed using a fair value model. The method of
valuation therefore falls into level 3 of the fair value hierarchy as the inputs are
unobservable inputs.
The valuation of biological assets is carried out separately for each site at a brood
and strategy level. Estimated actual cost up to the date of harvest per site is
used to measure the expected margin at the time the fish is defined as ready for
harvest, being 4.0kg live weight. Selling price is estimated at balance date based
on the most relevant future market price at expected harvest date. The expected
gross margin is recognised proportionately based on average biomass at reporting
date. Fair value measurement commences at the date of transfer to sea water as
this is considered the point at which the fish commence their grow out cycle.
Fair value risk and sensitivity
The Group is exposed to financial risks relating to the production of salmon
stock including increasing climate change volatility, climatic events, disease and
contamination of water space.
The Group seeks to produce and market the highest quality salmon products.
Extensive monitoring and benchmarking is carried out to provide optimum
conditions and diets to maximise fish performance during the grow out cycle.
Sales are maintained in a range of brands, products and markets to maximise
returns from the quality mix of fish harvested. The Group has insurance to cover
some of the risks relating to the livestock.
The estimated unrealised fair value gain from cost at 31 January 2022 has
decreased due to an increase in forecasted mortalities and a consequential
decrease in the forecasted harvest. Mortality assumptions made in the fair
value model are in line with the FY23 forecast which sees FY22 high mortalities
continued into the beginning of FY23. Average price increases are forecast due
to reduced lower value sales. Additional to this there are forecasted general price
increases due to higher costs of inputs. Changes in these assumptions will impact
the fair value calculation. The realised profit which is achieved on the sale of
inventory will differ from the calculations of fair value of biological assets because
of changes in key factors such as the final market destinations and product mix of
inventory sold, changes in price, foreign exchange rates, harvest weight, growth
rates, mortality, cost levels and differences in harvested fish quality.
Leaving all other variables constant a 15% increase/decrease in average future
sales prices would increase/decrease the fair value of biological assets on hand
and profit before tax by $13.2m (2021: $18.3m) (excludes the impact of finished
goods), while a 15% increase/decrease in future harvest volume would increase/
decrease the fair value of biological assets on hand and profit before tax by $3.3m
(2021: $2.1m).
A 15% increase/decrease in costs to sell would decrease/increase the fair value of
biological assets on hand and profit before tax by $9.7m (2021: $15m). Changes
in fish health and environmental factors may affect the quality of harvested
fish, which may be reflected in realised profit via both achieved sales price and
production costs.
NEW ZEALAND KING SALMON56ANNUAL REPORT FY22
Freehold land
and buildings
Plant,
equipment
and fittings
Vehicles and
sea vessels
Construction
in progressTotal
CostNote$000$000$000$000$000
As at 1 July 202011,371 86,853 3,562 4,783 106,569
Additions- - - 4,837 4,837
Disposals- (210) - - (210)
Transfers from WIP399 2,961 166 (3,526) -
As at 31 January 202111,770 89,604 3,728 6,094 111,196
Additions- - - 10,384 10,384
Disposals- (1,604) (43) - (1,647)
Transfers from WIP2,488 1,524 43 (4,054) -
As at 31 January 202214,258 89,523 3,728 12,424 119,933
Depreciation and impairment
As at 1 July 20202,708 41,632 1,748 - 46,088
Depreciation257 4,207 137 - 4,601
Impairment- - - - -
Disposals- (209) - - (209)
As at 31 January 20212,965 45,630 1,885 - 50,480
Depreciation548 6,889 263 - 7,700
Impairment5- 12,116 511 - 12,627
Disposals- (1,450) (45) - (1,494)
As at 31 January 20223,513 63,186 2,614 - 69,313
Net Book Value
As at 31 January 20218,805 43,974 1,843 6,094 60,716
As at 31 January 202210,744 26,338 1,114 12,424 50,620
16. PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment is stated at historical cost less depreciation and any impairment adjustments. Historical cost includes expenditure that is directly
attributable to the acquisition of Property, Plant and Equipment. Asset residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date
or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Group has considered the continuing effects Covid-19
may have on the carrying value of its specialised assets, and has concluded there is no evidence of technical or functional obsolescence which would impact the
carrying value of its assets in use.
Borrowing costs
There were no borrowing costs capitalised in year ending 31 January 2022 (7 months to January 2021: $nil).
NEW ZEALAND KING SALMON57ANNUAL REPORT FY22
Development
in progressTrademarks
Farm and
hatchery
licensesSoftwareGoodwillTotal
CostNote$000$000$000$000$000$000
As at 1 July 20202,742 242 4,295 4,837 39,255 51,371
Additions859 - - - - 859
Disposals- - - - - -
Transfers from WIP(741) - - 741 - -
As at 31 January 20212,860 242 4,295 5,578 39,255 52,230
Additions2,817 - 64 26 - 2,907
Disposals (90) - - - - (90)
Transfers from WIP- - - - - -
As at 31 January 20225,587 242 4,359 5,604 39,255 55,047
Amortisation and impairment
As at 1 July 2020- 200 879 2,383 - 3,462
Amortisation- - 97 290 - 387
Impairment- - - - - -
Disposals- - - - - -
As at 31 January 2021- 200 976 2,673 - 3,849
Amortisation- - 167 510 - 677
Impairment55,587 13 1,009 763 39,255 46,628
Disposals- - - - - -
As at 31 January 20225,587 213 2,153 3,946 39,255 51,154
Net Book Value
As at 31 January 20212,860 42 3,319 2,905 39,255 48,381
As at 31 January 2022- 29 2,206 1,658 - 3,893
17. INTANGIBLES
NEW ZEALAND KING SALMON58ANNUAL REPORT FY22
Goodwill
Goodwill resulted from the acquisition of The New Zealand King Salmon Co
Limited and is subject to annual impairment testing. The Group considers the
relationship between its market capitalisation and its book value, among other
indicators, when reviewing for indicators of impairment.
The goodwill is allocated to the New Zealand King Salmon Company’s one cash
generating unit. The recoverable amount of the cash generating unit has been
determined based on a value in use calculation using future estimated cash flows,
capital expenditure and changes in working capital over a five-year period, plus an
estimated terminal value.
The terminal value calculation assumes sea farm consents expiring in 2024 will
be renewed on reasonable commercial terms to enable water space to continue
to be utilised. The forecasts were based on actual results and expected future
use of water space licences currently held, before fair value adjustments to
biological assets. Following on from an unexpected increase in sea farm mortality
predominantly seen at our warmer sites towards the end of FY22, the Group
has decided on a strategy change to reduce farming at our warmer sites over
the summer. This strategy has a significant impact on future harvest volumes
and therefore a reduction in future cash flows. A value in use calculation using a
discounted cash flow (DCF) approach was prepared to estimate the recoverable
amount of the CGU, with a resulting valuation single point of $183m. The
DCF supported a $39.255m goodwill impairment to goodwill and additional
impairment of $14.4m which has been allocated on a pro rata basis to intangible
assets and plant and equipment on the basis of the carrying amount of each
asset, but not below its fair value or value in use .
The following key assumptions were applied in the value in use calculation:
Land and
Buildings
Motor
Vehicles
Plant and
EquipmentTotal
Cost$000$000$000$000
As at 01 July 20203,885 579 1,554 6,018
Additions2,231 139 43 2,413
Remeasurement790 6 - 796
As at 31 January 20216,906 724 1,597 9,227
Additions- 545 - 545
Disposals- (48) (48)
Remeasurement131 7 - 138
As at 31 January 20227,037 1,228 1,597 9,862
Depreciation
As at 01 July 2020752 225 460 1,437
Depreciation565 145 270 980
As at 31 January 20211,317 370 730 2,417
Depreciation1,019 260 470 1,749
Disposals- (48) - (48)
As at 31 January 20222,336 582 1,200 4,119
Net Book Value
As at 31 January 20215,589 354 867 6,810
As at 31 January 20224,701 646 397 5,744
18. RIGHT-OF-USE ASSETS
Trademarks
Trademarks are externally acquired and are carried at cost less impairment.
They have indefinite useful lives and are assessed annually for impairment. An
impairment of $13k has been recognised during the year (7 months period to 31
January 2021: Nil).
Key judgements2022 2021
Post tax discount rate 8.6%5.14%
Terminal growth rate2.5%0.21%
Harvest volumes in terminal year6,700 tonnes8,000 tonnes
Sales Growth
Budget used for FY23 followed by a
3% growth rate in outer years
2.5%
Cost inflation
Budget used for FY23 followed by a
2.1% - 2.5% growth rate in outer years
3.0%
Capex in terminal value$8m$8.7m
NEW ZEALAND KING SALMON59ANNUAL REPORT FY22
Land and
Buildings
Motor
Vehicles
Plant and
EquipmentTotal
$000$000$000$000
Lease liabilities at 01 July 20203,187 366 1,052 4,605
Additions2,231 139 43 2,413
Remeasurement790 6 - 796
Interest for the period119 7 14 140
Lease payments made(631) (153) (201) (985)
Lease liabilities as at 31 January 20215,696 365 908 6,969
Additions- 544 - 544
Remeasurement131 7 - 138
Interest for the period211 19 19 249
Lease payments made(1,179) (297) (491) (1,967)
As at 31 January 20224,859 638 436 5,933
19. LEASE LIABILITIES
Short term leases
The Group recognised $1,178k of payments for short term lease equipment in the year (2021: $357k).
Total lease payments
The Group had total cash outflows for leases of $3,148k in 2022 (2021: $1,342k).
20222021
$000$000
Current1,531 1,580
Non-current4,402 5,389
Total lease liabilities 5,933 6,969
NEW ZEALAND KING SALMON60ANNUAL REPORT FY22
20222021
Current interest bearing loans and borrowings$000$000
Secured bank loans47,000 750
Other borrowings2,659 2,274
Total current interest bearing loans and borrowings49,659 3,024
Non-current interest bearing loans and borrowings
Secured bank loans-39,250
Total non-current interest bearing loans and borrowings-39,250
20. INTEREST BEARING LOANS AND BORROWINGS
The Company has facilities with BNZ for $60m. Land and buildings, plant and
equipment, motor vehicles and vessels with a total carrying value of $38.196m
are subject to a first charge under a General Security Deed granted to BNZ. The
expiry date of facility A of $20m is 18 October 2022, facility B of $20m expires on 18
October 2023, and facility C of $20m expires on 18 October 2024. At balance date
$20m of facility A was drawn, $20m of facility B was drawn and $2.75m facility C
was drawn (as at 31 January 2021 total: $40m). During the period, the financial
covenants relating to interest coverage and leverage ratios have been amended.
In prior year,the Group also secured a Business Finance Scheme Loan via BNZ for
$5m (expiry October 2025) that arose from the Government providing financial
assistance following the pandemic virus Covid-19. At balance date the Business
Finance Scheme loan was fully drawn at $4.25m (as at 31 January 2021: $5m).
The impacts of the unforeseen mortalities resulted in the Group breaching a
number of its bank related covenants as at 31 January 2022 and forecasting to be
in breach of the following covenants in the next 12 months being:
-Interest Cover Ratio (EBIT/Interest expense)
-Leverage Ratio (Gross debt /EBITDA)
-Guarantee Group cover ratio – EBITDA of the Guaranteeing Group (A)
20222021
$000$000
Trade payables14,223 15,282
Other payables2,211 3,315
Total trade and other payables16,434 18,597
As a result of breach of covenants default interest has been charged on the
borrowings since the events of default. The Bank of New Zealand has agreed
in principle to a combination of temporary covenant waivers, renegotiation
of facilities and adjustments to covenant definitions on the basis the Group
completes the equity raise of a minimum $50m (net of transaction costs). See
also Note 2 Significant accounting judgements, estimates and assumptions,
Going Concern.
21. TRADE AND OTHER PAYABLES
20222021
Current employee benefits$000$000
Bonuses65 257
Employee annual and sick leave benefits 2,592 2,350
Long service leave174 250
Total current employee benefits2,831 2,857
Non-current employee benefits
Long service leave430 696
Total non-current employee benefits430 696
22. EMPLOYEE BENEFITS
Long service leave
Long service leave provisions are calculated based on the expected future
payments to employees, discounted to their net present value.
NEW ZEALAND KING SALMON61ANNUAL REPORT FY22
when exposures are considered highly probable. The Group hedges this exposure
with the use of forward foreign exchange contracts and options. The Group has
a policy of hedging foreign exchange exposures within a range of hedging limits
broadly summarised as follows: Up to two years – 15% to 100%, two to five years –
0% to 50%. The notional contract amounts of forward foreign exchange contracts
and options outstanding at balance date were $82.9m on the import side (2021:
$95.7m) and $273m on the export side (2021: $213.4m), for delivery over the next
five financial years, in line with anticipated payment dates.
The Group imports nearly all of its feed from Australia, purchases of which are
in Australian dollars. In order to protect against exchange rate movements and
to manage the inventory costing process, the Group has entered into forward
exchange contracts to purchase Australian Dollars. The Group exports salmon
to many countries, the major ones being Australia, Japan and the United States.
Sales are denominated in Australian dollars (AUD), Japanese yen (JPY) and
United States dollars (USD) respectively. In order to protect against exchange rate
movements and to manage the inventory costing process, the Group has entered
into forward exchange contracts and options to hedge the net exposure to AUD,
JPY and USD respectively.
The cash flows are expected to occur up to 60 months from 1 February 2022.
Realised gains /losses on exercise of foreign exchange contracts and options is
recognised within revenue when the hedged transactions occur.
Foreign exchange forward contracts are designated as hedging instruments
in cash flow hedges of highly probable forecast sales in USD, AUD and JPY and
forecast purchases in USD, and AUD. The Group has typically hedged 50-55% of
the net exposure of these forecast transactions. The foreign exchange forward
contract balances vary with the level of expected foreign currency sales and
purchases and changes in foreign exchange forward rates.
There is an economic relationship between the hedged items and the hedging
instruments as the terms of the foreign exchange and commodity forward
contracts match the terms of the expected highly probable forecast transactions
(i.e. notional amount and expected payment date). The Group has established
a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the
foreign exchange and commodity forward contracts are identical to the hedged
risk components. To test the hedge effectiveness, the Group uses the hypothetical
23. COMMITMENTS AND CONTINGENCIES
Capital commitments
The Group has entered into agreements to purchase plant and equipment. As at
31 January 2022 the total commitment is $1,929k (2021: $1,629k).
Contingencies
The Group has a contingent liability of $1,152k in respect of a fish transport
contract requiring the Group to purchase four bulk tankers (including a new tank
acquired in 2021), should the fish transport contract be terminated early
(2021: $826k).
Guarantees
The Group has three guarantee facilities totalling $132k (2021: $115k).
24. RISK MANAGEMENT
The Group’s activities expose it to a variety of risks: market risk, credit risk,
liquidity risk and climate change risk. The Health, Safety and Risk Committee
has responsibility for the oversight of all risk domains, which includes managing
climate risk, as delegated by the Board. The Group uses derivative financial
instruments to hedge certain risk exposures. Financial risk management is the
responsibility of the Chief Financial Officer in accordance with the Treasury
Policy approved by the Board of Directors. In addition, the Group has a Treasury
Committee, a sub-committee of the Board’s Audit and Finance Committee that
oversees financial risk management.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in market prices. This comprises of
two key types of risks; currency and interest rate risk.
Currency risk
The Group has exposure to foreign exchange risk as a result of transactions
denominated in foreign currency, arising primarily from normal trading activities,
but also from the net investment in the foreign subsidiary.
The Group manages its foreign currency risk by hedging its future exposure in
respect of its import purchases and its export sales, over a maximum of five years,
NEW ZEALAND KING SALMON62ANNUAL REPORT FY22
Change inEquityProfit
AUD rate$000$000
2022+10%(6,686) (232)
-10%8,171 284
2021+10%(7,865) (625)
-10%9,612 764
Change inEquityProfit
USD rate$000$000
2022+10%15,710 760
-10%(19,420) (928)
2021+10%12,607 556
-10%(15,134) (679)
Change inEquityProfit
JPY rate$000$000
2022+10%1,882 152
-10%(2,262) (186)
2021+10%2,256 152
-10%(2,649) (185)
derivative method and compares the changes in the fair value of the hedging
instruments against the changes in fair value of the hedged items attributable
to the hedged risks.
The hedge ineffectiveness can arise from:
-Differences in the timing of the cash flows of the hedged items and the
hedging instruments
-Different indexes (and accordingly different curves) linked to the hedged risk
of the hedged items and hedging instruments
-The counterparties’ credit risk differently impacting the fair value movements
of the hedging instruments and hedged items
-Changes to the forecasted amount of cash flows of hedged items and
hedging instruments
The NZ dollar equivalent of unhedged currency risk on assets at balance
date,31 January 2022 is $897k (2021: $491k) whilst the NZ dollar equivalent of
unhedged currency risk on liabilities at balance date, 31 January 2022 is $1,459k
(2021: $316k).
Currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change
in AUD, USD and JPY exchange rates. The impact on the Group’s pre-tax profit is
the result of a change in fair value of monetary assets and liabilities. The impact
on the Group’s equity is due to changes in the fair value of forward exchange
contracts and options designated as cash flow hedges.
NEW ZEALAND KING SALMON63ANNUAL REPORT FY22
Interest rate risk
The Group has exposure to interest rate risk that arises mainly due to the Group’s
debt obligations with floating interest rates. Interest earned on call deposits
are based on the current interest rate. Interest rate swaps are used to manage
interest rate risk. The Group has a policy of fixing interest rates within a range
of 50% to 100% of the exposure. The fixed interest rates for the existing swaps
range between 4.3% and 5.01% (2021: 4.3% and 5.01%) and the floating rate of
0.96% is aligned to the floating quarterly bank bill rate. The amount of borrowing
covered using swaps at balance date 31 January 2022 was $10m (2021: $10m). The
loss on interest rate swaps at balance date was $547k (2021: $1,491k).
As the Group’s Directors approved a fully underwritten or pre-committed rights
offer of $60.1m to fully repay (or cash cover) all bank debt of the Group and
provide sufficient liquidity going forward (See also Note 2 Significant accounting
judgements, estimates and assumptions, Going Concern) those future cashflows
are no longer considered highly probable for hedge accounting purposes and its
loss has been recognised in profit or loss in the income statement.
Interest rate sensitivity
The following table demonstrates the sensitivity of the fair value of the interest
rate swaps to a reasonably possible change in interest rates:
20222021
$000$000
Impact of an increase of 50 basis points126 193
Impact of a decrease of 50 basis points(131) (198)
2022 2021
$000$000
Cash and short term deposits2,913 3,479
Trade and other receivables19,817 16,186
Derivative financial assets /(liabilities)- 19,874
Credit risk
Credit risk is the risk of financial loss that arises if a counterparty to a financial
instrument does not meet its contractual obligations. Financial instruments which
potentially subject the Group to credit risk principally consist of bank balances,
trade receivables, derivative financial instruments and financial guarantees.
Customer credit risk is managed centrally subject to the Group’s established
policy, procedures and control relating to customer credit risk management.
Credit quality of a customer is assessed based on an extensive external credit
rating scorecard and individual credit limits are defined in accordance with this
assessment. Outstanding customer receivables and contract assets are regularly
monitored and any shipments to major customers are generally covered by trade
credit insurance.
An impairment analysis is performed at each reporting date using the accounts
receivable aging report to measure expected credit losses. The impairment
analysis is based on days past due for all customers with coverage by trade credit
insurance. The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available at
the reporting date about past events, current conditions and forecasts of future
economic conditions. Generally, trade receivables are written-off if past due for
more than one year and are not subject to enforcement activity.
Financial instruments are only entered into with banks that have in place
an executed International Swaps and Derivatives Association (ISDA) Master
Agreement with the Group.
Maximum exposures to credit risk as at balance date are:
The above maximum exposures are net of any recognised provision for losses. No
collateral is held on the above amounts.
Concentrations of credit risk
Bank balances are maintained with several banks but mainly with Bank of New
Zealand. There is a wide spread of debtors, in terms of size and geographical
location within New Zealand and overseas. Concentration of credit risk in trade
receivables is not considered significant as the Group’s customers operate in
different market channels and geographic areas.
NEW ZEALAND KING SALMON64ANNUAL REPORT FY22
Less than
one year
Between one
and two years
Between two
and five years
As at 31 January 2022$000$000$000
Bank loans47,000 - -
Credit card facilities350 - -
Lease liabilities1,531 1,002 3,400
Trade and other payables16,434 - -
Financial guarantee contracts132 - -
Total non-derivative
liabilities65,447 1,002 3,400
Forward foreign currency
exchange contracts 95,864 81,805 29,141
Forward foreign currency
options 20,791 43,288 75,042
Interest swaps 126 - -
Total derivative liabilities116,781 125,093 104,183
Liquidity risk
The Group performs cash flow forecasting activities on a daily basis to ensure
it has sufficient cash to meet operational needs and monitors performance
against bank covenants on a monthly basis. Surplus cash is invested in short-
term or money market deposits.
Undrawn committed facilities and/or liquid assets are maintained at all times
at an amount sufficient to cover the forecast cash payments to employees,
suppliers, tax authorities and banking institutions as they fall due.
The following table analyses the contractual cash flows for all financial liabilities
including proposed repayment of term debt with BNZ FY23 H1:
Less than
one year
Between one
and two years
Between two
and five years
As at 31 January 2021$000$000$000
Bank loans750 750 38,500
Credit card facilities350 - -
Lease liabilities - 1,302 2
Trade and other payables19,263 - -
Financial guarantee contracts115 - -
Total non-derivative
liabilities20,478 2,052 40,811
Forward foreign currency
exchange contracts91,903 84,825 75,467
Forward foreign currency
options27,998 13,539 5,402
Interest swaps429 428 756
Total derivative liabilities120,330 98,792 81,625
Climate Risk
The Group recognises climate change will have a significant impact on our
operations. The key risks are both physical risks (climate and water temperature
impacting fish health) and transition risks resulting from the process of
consumers adjusting their taste and preferences towards a low carbon
economy. During the transition period, regulatory risk has also been identified,
as the cost of compliance is increasing and not showing any signs of stabilising.
The Health, Safety and Risk Committee has responsibility for the oversight of all
risk domains, which includes managing climate risk, as delegated by the Board.
An internal sustainability working group is being established to develop the
Groups strategic response to climate risk in line with the recommendations of
the Task Force on Climate-Related Disclosures (TCFD).
NEW ZEALAND KING SALMON65ANNUAL REPORT FY22
20222021
Current derivative financial assets$000$000
Forward exchange contracts1,028 4,509
Foreign exchange options310 904
Total current derivative financial assets1,338 5,413
Non-current derivative financial assets
Forward exchange contracts1,043 15,454
Foreign exchange options2,068 900
Total non-current derivative financial assets3,112 16,354
Current derivative financial liabilities
Forward exchange contracts2,772 94
Foreign exchange options308 61
Interest rate swaps548 1,491
Total current derivative financial liabilities3,628 1,646
Non-current derivative financial liabilities
Forward exchange contracts2,618 18
Foreign exchange options4,032 186
Interest rate swaps- -
Total non-current derivative financial
liabilities
6,650 204
25. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash and short term deposits, trade receivables, trade
payables and other current liabilities is considered a reasonable approximation
to their fair value due to the short term maturities of these instruments.
The carrying value of the BNZ loans and BFS loan is $47m and is considered a
reasonable approximation of its fair value due to the short term maturities of
the drawings.
The following financial instruments of the Group are carried at fair value:
Valuation methods
Financial instruments have been categorised into the following hierarchy and
valued according to the following definitions, based on the lowest level input
that is significant to the fair value measurement as a whole:
Level 1: Quoted prices in active markets for identical assets or liabilities that the
entity can access at the measurement date
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 assets or liabilities that are not based on observable
market data (unobservable inputs)
All derivative financial instruments for which a fair value is recognised have
been categorised within Level 2 of the fair value hierarchy. Industry experts have
provided the fair values for all derivatives based on an industry standard model.
There were no transfers between Level 1 and Level 2 during the period ended 31
January 2022 (31 January 2021 – nil).
26. CAPITAL MANAGEMENT
Group capital
The capital of the Group consists of share capital, reserves and retained
earnings /(deficit). 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 shareholders and to maintain an optimal
capital structure to reduce the cost of capital.
In addition to this the Group aims to ensure that it meets financial covenants
attached to the interest bearing loans and borrowings that define capital
structure requirements. Refer to Note 20 Borrowings – the Group commenced
negotiations with the Group’s Bank in February 2022 after the unforeseen
increase in mortality commenced. The Group has worked with the Group’s bank
to agree a combination of temporary waivers and adjustments to existing
facilities and associated covenants, and as such no event of default has
occurred as at 31 January 2022.
NEW ZEALAND KING SALMON66ANNUAL REPORT FY22
27. CAPITAL AND RESERVES
Share capital2022 2021
Issued shares000000
Ordinary shares140,638 138,986
Total issued shares140,638 138,986
# of SharesShare Capital
Movement in ordinary share
capital
2022
000
2021
000
2022
$000
2021
$000
The beginning of the period138,986 138,986 122,606 122,606
Share issue for employee LTI
share scheme1,652 - - -
Share issue recognised on
repayment of employee loans- - - -
Total share capital as at
period end140,638 138,986 122,606 122,606
2022
12 Months
2021
7 Months
000000
Unrealised gain /(loss) (18,187) 11,751
Realised gain /(loss) 9,716 4,136
Total gain / (loss) on hedge reserves (8,471) 15,887
Ordinary shares are fully paid with no par value. Each ordinary share has an equal
right to vote, to participate in dividends and to share in any surplus on winding
up of the Company. No dividend was declared nor paid during the year 2022
(7 months to 31 January 2021: No divided was declared nor paid).
Reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences
arising from the translation of the financial statements of the foreign subsidiary.
Hedge reserve
The hedge reserve represents the unrealised gains and losses on interest rate
swaps and foreign currency forward contracts that the Group has taken out in
order to mitigate interest rate and foreign currency risks, net of deferred tax. Also
included are the realised gains on early closed foreign currency forward contracts
where the hedged future cash flows are still expected to occur (net of tax).
Retained earnings
Retained earnings represents the profits retained in the business.
Share based payment reserve
The share based payment reserve relates to one long term incentive (LTI) scheme
and two employee share ownership schemes. All of these schemes involve the
Company making interest-free limited recourse loans to selected personnel to
acquire shares in the Company. The employees must remain in employment for
the duration of the vesting or escrow periods before the employees receive the
full benefit of share ownership subsequent to repayment of the loan balance
remaining at time of vesting.
In order to maintain or adjust the capital structure the Group may adjust
dividends paid to shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
See also Note 2 Significant accounting judgements, estimates and assumptions,
Going Concern.
NEW ZEALAND KING SALMON67ANNUAL REPORT FY22
28. EVENTS AFTER BALANCE DATE
On 1 February 2022 the Group disclosed a mortality event was occurring at its
sea farms. This event has continued into February, March and April of FY23,
which will impact the FY23 harvest and financial results. As a result of this
mortality event the Group is:
-Undertaking a change to its farming strategy to reduce the mortality risk
by not farming the warmer farms during the summer months.
-The Group will look to offset the loss in harvest with market and product
optimisation in addition to traditional tools
In addition to the mortality event which has occurred at our warmer sea
farms over summer, the Group has also seen elevated mortality at one of its
other sites, Te Pangu, which has been linked to a feed related issue. This issue
will also result in a lower FY23 harvest and the expected financial impact of
this post year end mortality event is an EBITDA loss of $3.8m
In February 2022 the Group also commenced discussions with the BNZ
resulting in an extension to the delivery date for the 31 January 2022
covenants to 13 April 2022 and in any event on or before 30 April 2022 on the
understanding that an equity raise will be launched on or about that date.
The Group has modelled that breaches will occur without corrective action
being undertaken. On 12 April 2022, the Group’s Board approved to proceed
with a fully underwritten or pre-committed equity raise of $60.1m. In addition,
the Group has agreed a combination of temporary covenant waivers and
temporary adjustments to covenant definitions with its debt providers. As a
result of these corrective actions the Group has greater confidence that there
will be no default event in respect of its financial covenants for 12 months
from the date of approving these financial statements.
No final dividend was declared in respect of the year ended 31 January 2022
(7 months to 31 January 2021: Nil).
29. RELATED PARTY DISCLOSURE
Subsidiaries
New Zealand King Salmon Investments Limited has the following
trading subsidiaries.
SubsidiaryCountry of Incorporation
Equity
Interest
The New Zealand King Salmon Co
Limited
New Zealand100%
New Zealand King Salmon Exports
Limited
New Zealand100%
The New Zealand King Salmon Pty
Limited
Australia100%
New Zealand King Salmon USA
Incorporated
United States of America100%
The principal activity of The New Zealand King Salmon Co Limited is the farming
and processing of salmon. The activity of New Zealand King Salmon Exports
Limited, The New Zealand King Salmon Pty Limited, and New Zealand King
Salmon USA Incorporated is the distribution of salmon.
At balance date Oregon Group Limited owned 39.55% (2021: 40.02%) and China
Resources Ng Fung Limited owned 9.81% (2021: 9.96%) of the shares in New
Zealand King Salmon Investments Limited.
NEW ZEALAND KING SALMON68ANNUAL REPORT FY22
2022
12 Months
2021
7 Months
Related party payments$000$000
Good and services purchased from other related parties402 300
Total related party payments402 300
Related party sales
Goods and services sold to related parties- 28
Total related party sales- 28
Amounts owing to related parties20222021
Current amounts owing to related parties$000$000
Other amounts owing to related parties233 233
Total current amounts owing to related parties233 233
Transactions with related parties
The following provides the total amount of transactions that were entered into
with related parties for the relevant financial year:
Amounts owing by related parties$000$000
Amounts owing by related parties2 3
Total amounts owing by related parties2 3
2022
12 Months
2021
7 Months
$000$000
Audit fees309 189
Other assurance10 10
Tax advisory and compliance - -
Total auditor’s remuneration319 199
30. AUDITOR’S REMUNERATION
Other assurance services include performance of agreed upon procedures on
sustainability information of the Group.
31. RECO NCILIATION OF NET OPERATING CASH FLOW TO
PROFIT/(LOSS)
2022
12 Months
$000
2021
7 Months
$000
Reconciliation of the profit/(loss) for the period with
the net cash from operating activities
Profit /(loss) before tax(87,593) (9,326)
Adjusted for
Depreciation and amortisation10,125 5,969
Impairment59,255 -
(Gain)/loss on sale of assets135 1
Share-based payments146 98
Net foreign exchange differences13,633 5,428
Net loss /(profit) on derivative instruments at fair value
through profit or loss
483 38
(Increase)/decrease in trade and other receivables and
prepayments
(3,631) (3,409)
(Increase)/decrease in inventories and biological assets21,080 (2,687)
Increase/(decrease) in trade and other payables(2,455) 3,945
Income tax paid(4,171) (938)
Net cash flow (to)/ from operating activities7,008 (881)
32. REVENUE FROM CONTRACTS WITH CUSTOMERS
a. Sale of goods with variable consideration
Some contracts for the sale of goods provide customers with volume rebates.
Under NZ IFRS 15, volume rebates give rise to variable consideration.
Volume rebates
The Group provides retrospective volume rebates to certain customers on the
quantity of product purchased during the period. The rebate is charged at time
of settlement. Therefore the Group does not see the need to recognise a refund
liability due to timeliness of the transaction.
NEW ZEALAND KING SALMON69ANNUAL REPORT FY22
b. Contract balances: contract liabilities
A contract liability is the obligation to transfer goods to a customer for which
the Group has received consideration from the customer. If a customer pays
consideration before the Group transfers goods to the customer, a contract
liability is recognised when the payment is made or when the payment is
due (whichever is earlier). Contract liabilities are revenue when the Group
performs under the contract.
The Group recognises revenue from the following major brand sources:
-Ōra King
-Regal
-Southern Ocean
-Omega Plus
-New Zealand King Salmon
c. Performance obligations
Information about the Group’s performance obligations is summarised below:
Delivery to customer
The performance obligation is satisfied upon delivery of salmon products to
the customer, and payment terms generally range between cash on delivery
and 20th of the month following invoice date.
On collection
The performance obligation is satisfied upon collection of salmon products by
the customer and payment terms are generally on collection.
Receipt into store
The performance obligation is satisfied upon delivery of salmon products
when receipted into the customer’s store and payment terms are generally
on the 20th of the month following invoice date.
CIF, into hold
The performance obligation is satisfied upon delivery of shipping documents
including either the bill of lading or way bill dependent on transportation
mode. Payment terms generally range between 7 days from invoice date and
20th of the month following invoice date.
2022
12 Months
2021
7 Months
Revenue by Product Group$000$000
Whole fish 88,519 46,057
Fillets, Steaks & Portions 35,418 18,606
Wood Roasted 14,099 8,555
Cold Smoked 26,522 16,504
Other 9,972 5,517
Total revenue by product group174,530 95,239
20222021
Revenue by Brand$000$000
Ōra King 61,477 34,326
Regal 33,922 19,502
Southern Ocean 9,928 6,203
Omega Plus 2,859 1,408
New Zealand King Salmon 66,344 33,800
Total revenue by brand 174,530 95,239
20222021
Revenue by Geographical Location of Customers$000$000
New Zealand69,085 41,786
North America67,626 34,671
Australia11,816 6,385
Japan7,807 5,023
China1,737 1,021
Europe10,709 2,793
Other5,750 3,560
Total revenue by geographical location of customers174,530 95,239
Sales net of settlement discounts to one major customer for the period 1 February
2021 to 31 January 2022 totalled $19.08m or 10.93% of total gross revenue
(7 months to 31 January 2021 one major customer totalled $10.7m or 11.24% of
total gross revenue).
NEW ZEALAND KING SALMON70ANNUAL REPORT FY22
33. SEGMENT INFORMATION
Segment results
The Group’s strategy is to maximise longer term sales and overall
margins by focusing on branded, premium priced and differentiated
sales across its range of markets, channels and customers. The operating
results of the whole business are monitored for the purpose of making
decisions about resource allocating and performance. Accordingly, the
Group is considered to consist of one operating segment.
Segment performance – Refer also Note 32 for detail of disaggregation
of revenue by product, brand and geographical area.
NEW ZEALAND KING SALMON71ANNUAL REPORT FY22
Independent Auditors Report
Independent auditor’s report to the Shareholders of New
Zealand King Salmon Investments Limited
Opinion
We have audited the financial statements of New Zealand King Salmon
Investments Limited (“the company”) and its subsidiaries (together “the group”)
on pages 36 to 70, which comprise the consolidated statement of financial
position of the group as at 31 January 2022, and the consolidated statement
of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended of the group,
and the notes to the consolidated financial statements including a summary of
significant accounting policies.
In our opinion, the consolidated financial statements on pages 36 to 70 present
fairly, in all material respects, the consolidated financial position of the group as
at 31 January 2022 and its consolidated financial performance and cash flows for
the year then ended in accordance with New Zealand equivalents to International
Financial Reporting Standards and International Financial Reporting Standards.
This report is made solely to the company’s shareholders, as a body. Our audit
has been undertaken so that we might state to the company’s shareholders
those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s shareholders,
as a body, for our audit work, for this report, or for the opinions we have formed.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(New Zealand). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report.
We are independent of the group in accordance with Professional and Ethical
Standard 1 International Code of Ethics for Assurance Practitioners (including
International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Ernst & Young performs agreed upon procedures in relation to sustainability
information of the group. Partners and employees of our firm may deal with the
group on normal terms within the ordinary course of trading activities of the
business of the group. We have no other relationship with, or interest in, the group.
Material Uncertainty Related to Going Concern
We draw attention to Note 2c in the financial statements, which indicates that
the group was in breach of its bank covenants at balance date and is dependent
on the success of a proposed equity raise, or obtaining funding by alternative
means, to enable it to repay its bank loans. In addition, it may need to obtain
additional funding to finance its operations. As stated in Note 2c, these events or
conditions, along with other matters explained in Note 2c, indicate that material
uncertainties exist that may cast significant doubt on the group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
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,
but we do not provide a separate opinion on these matters. In addition to the
matter described in the Material Uncertainty Related to Going Concern section,
we have determined the matters described below to be the key audit matters to
be communicated in our report. For each matter below, our description of how
our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities
for the audit of the financial statements section of the audit report, including
in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide
the basis for our audit opinion on the accompanying consolidated financial
statements.
NEW ZEALAND KING SALMON72ANNUAL REPORT FY22
Impairment assessment
Why SignificantHow our audit addressed the key audit matter
Prior to its impairment, the consolidated statement of financial position included
goodwill arising from business combinations of $39.3 million (2021: $39.3
million). An impairment test of the carrying value of goodwill is required annually
and as a result of this, along with other indicators, an impairment assessment
was conducted at year end. The group has recorded an impairment of the full
amount of goodwill of $39.3 million and an additional impairment of other
assets of $14.4 million.
The recoverable amount of a cash generating unit (“CGU”) is the higher of fair
value less costs to sell (FVLCS) and value in use (VIU). The group has determined
that it has a single CGU.
Impairment is a key audit matter because the group’s year end assessment of
recoverable amount involves significant judgements related to future cash flow
forecasts, discount rate and terminal growth rate assumptions. These are key
inputs into the group’s discounted cashflow (DCF) model used to assess the VIU
of the CGU and so its recoverable amount.
Disclosures in relation to impairment of goodwill and other assets are included in
Note 5 to the group financial statements.
In obtaining sufficient, appropriate audit evidence we:
»evaluated the appropriateness of the group’s single CGU determination;
»considered the group’s value in use assessment. This included the following:
-agreed relevant DCF inputs to Board approved budget and forecasts
and compared these with historical actual results taking into account
proposed changes in the group’s strategy. We also considered the
accuracy of the group’s previous forecasts;
-tested the mathematical accuracy of future cash flow forecasts and
discounting applied;
-involved our valuation specialists in assessing the discount rate and
terminal growth rate applied, as well as benchmarking components of
the group’s forecasts against other market information;
»considered the appropriateness of the adoption of the calculated VIU as
the CGU’s recoverable amount;
»involved our valuation specialists in performing an assessment of FVLCS
based on market capitalisation;
»evaluated the assessment of the carrying value of the CGU prior to
impairment, the resulting impairment charge and its allocation to goodwill
and other assets; and
We also considered the appropriateness and sufficiency of impairment
related disclosures included in the group financial statements.
NEW ZEALAND KING SALMON73ANNUAL REPORT FY22
Biological assets
Why SignificantHow our audit addressed the key audit matter
At 31 January 2022, the consolidated statement of financial position includes
biological assets (live salmon) of $75.0 million with an estimated biomass of
6,015 metric tonnes measured at fair value less costs to sell. This includes a fair
value increase above cost of $24.4 million.
This is a key audit matter because the group’s estimation of the fair value of
biological assets involves estimation of year-end biomass and a valuation model
that relies on significant estimation including:
»year end biomass and future growth to harvest;
»future fish mortalities;
»forecast sales prices;
»forecast costs to harvest date and of sale;
»forecast sales product mix; and
»use of a weight-based method, to recognise the estimated fair value gain at
balance date
Disclosures in relation to biological assets are included in Note 15 to the group
financial statements.
In considering the valuation of live salmon we:
»evaluated the appropriateness of key estimations and assumptions and their
impact on the valuation assessment;
»agreed key estimation inputs used by the group in their valuation model to
source data and to Board approved forecasts;
»involved our valuation specialists in the evaluation and testing of the
mathematical integrity of the calculations in the valuation model;
»challenged the accuracy of model inputs compared to historical actual values
and considered the accuracy of previous forecasts; and
»considered post year end harvest mortality data to assess the impact, if any, on
the forecasts used in the valuation model.
In considering live salmon biomass at year end we:
»tested controls over fish count recording at the point of transfer from the
freshwater hatcheries to sea pens;
»considered the key inputs used by the group in estimating growth and biomass;
»tested controls over fish quantity and biomass adjustments to the livestock
recording system;
»agreed significant quantity and biomass adjustments made by the group in the
livestock recording system to source data;
»performed analytical procedures over feed conversion to biomass; and
»considered the accuracy of historical forecasts of average fish weight and
quantity recorded in the livestock recording system to actual fish harvest data.
We also considered the appropriateness and sufficiency of biological assets
disclosures included in the group financial statements.
NEW ZEALAND KING SALMON74ANNUAL REPORT FY22
Information other than the financial statements and auditor’s report
The Directors of the company are responsible for the Annual Report, which
includes information other than the consolidated financial statements and
auditor’s report which is expected to be made available to us after the date of
this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained during the audit, or otherwise appears to
be materially misstated.
When we read the Annual Report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those
charged with governance and, if uncorrected, to take appropriate action to bring
the matter to the attention of users for whom our auditor’s report was prepared.
Directors’ responsibilities for the financial statements
The Directors are responsible, on behalf of the entity, for the preparation and
fair presentation of the consolidated financial statements in accordance with
New Zealand equivalents to International Financial Reporting Standards and
International Financial Reporting Standards, and for such internal control as
the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, the Directors are responsible
for assessing on behalf of the entity the group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate
the group or cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with International Standards on Auditing (New
Zealand) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial
statements is located at the External Reporting Board’s website:
https://www.xrb.govt.nz/standards-for-assurance- practitioners /auditors-
responsibilities /audit-report-1/. This description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s
report is Brendan Summerfield.
Chartered Accountants
Christchurch
13 April 2022
NEW ZEALAND KING SALMON75ANNUAL REPORT FY22
Corporate Governance
CORPORATE GOVERNANCE STATEMENT
The Board of New Zealand King Salmon Investments Limited (the Company)
is committed to ensuring that the Company meets best practice governance
principles and maintains the highest ethical standards. This Corporate
Governance Statement provides an overview of the Company’s governance
framework. It is structured to follow the NZX Corporate Governance Code (NZX
Code) and disclose practices relating to the NZX Code’s recommendations.
The Board’s view is that during the reporting period the Group has complied
with the corporate governance principles and recommendations set out in the
NZX Code apart from specific areas noted in this report. The Board believes
our governance structures and in particular, our remuneration approach meets
our strategic objectives. In forming our conclusions, we have sought external
feedback from shareholders and advisors to challenge our thinking and validate
our findings, which we have appreciated.
The corporate governance principles and standards of the Company also
comply with the:
-Financial Markets Authority’s Corporate Governance in New Zealand Principles
and Guidelines.
-ASX Corporate Governance Principles and Recommendations.
-NZX and ASX Listing Rules (corporate governance requirements).
The Company’s key corporate governance documents referred to in this
statement, including charters and policies, can be found on the Company’s
website, www.kingsalmon.co.nz.
PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR
Directors should set high standards of ethical behaviour, model this
behaviour and hold management accountable for these standards being
followed throughout the organisation.
Recommendation 1.1
The Board should document minimum standards of ethical behaviour to which
the issuer’s Directors and employees are expected to adhere (a Code of Ethics).
Code of Ethics
The Board sets a framework of ethical standards for the Group via its Code of
Ethics, which is contained in the Company’s Corporate Governance Code. These
standards are expected of all Directors and employees of the Group.
The Code of Ethics covers a wide range of areas including requiring Directors,
employees, contractors and advisers to:
-Act honestly and with personal integrity in all actions.
-Declare conflicts of interest and proactively advise of any potential conflicts.
-Undertake proper receipt and use of corporate information, assets and
property.
-In the case of Directors, give proper attention to the matters before them.
-Act honestly and in the best interests of the Company, as required by law, and
take account of interests of shareholders and other stakeholders.
-Adhere to any procedures around giving and receiving of gifts.
-Adhere to any procedures about whistle blowing.
-Manage breaches of the Code of Ethics.
No breaches of the Code of Ethics were reported during the year to
31 January 2022.
NEW ZEALAND KING SALMON76ANNUAL REPORT FY22
Every new Director, employee and contractor is provided with a copy of the Code
of Ethics and must confirm that they have read and understand the Code of
Ethics. The Code of Ethics is available on the Company’s website.
The Code of Ethics is subject to annual review by the Board.
The Company maintains an interests register, on which Directors and executives
disclose any interests such as other Directorships, shareholdings or ownership,
which may potentially lead to conflicts or perceived conflicts of interest.
Recommendation 1.2
An issuer should have a financial product dealing policy which applies to
employees and Directors.
Share Trading by Company Directors and Employees
The Board of the Company has implemented a formal procedure to handle
trading in the Company’s quoted financial products. All Directors, officers,
employees, contractors and advisers of the Group must comply with the
procedures set out in the Financial Products Trading Policy and Guidelines as
detailed in the Company’s Corporate Governance Code.
All trading by Directors and senior managers (as defined by the Financial
Markets Conduct Act 2013) is required to be reported to NZX and recorded in
the Company’s securities trading register. A blackout period is imposed for all
Directors and employees between the end of the half year and full year and the
release to NZX of the result for that period. The policy provides that shares may
not be traded at any time by any individual holding material information. The full
procedures are outlined in the Financial Products Trading Policy and Guidelines,
which is contained in the Company’s Corporate Governance Code, available on
the Company’s website.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
To ensure an effective Board, there should be a balance of independence,
skills, knowledge, experience and perspectives.
Recommendation 2.1
The Board of an issuer should operate under a written charter which sets out
the roles and responsibilities of the Board. The Board charter should clearly
distinguish and disclose the respective roles and responsibilities of the Board
and management.
Responsibilities of the Board
The Board is the ultimate decision-making body of the Company and appoints
the Chief Executive Officer and Managing Director (CEO) to whom it delegates
the responsibility of managing day-to-day operations.
The Board is responsible for setting the strategic direction of the Company,
directing the Company and enhancing shareholder value in accordance with
good corporate governance principles.
In addition to the duties and obligations of the Board under the Companies Act
1993 (the Act) and the NZX Listing Rules, the functions of the Board include:
-Appointing the Chair and the CEO.
-Providing counsel to, and reviewing the performance of, the CEO and CFO.
-Reviewing and approving the strategic, business and financial plans prepared
by management.
-Monitoring performance against the strategic, business and financial plans.
-Approving major investments and divestments.
-Ensuring ethical behaviour by the Company, Board, management
and employees.
-Assessing its own effectiveness in carrying out its functions.
The Board monitors these matters by receiving reports and plans from
management and appropriate experts, and by maintaining an active
programme of Company site visits.
NEW ZEALAND KING SALMON77ANNUAL REPORT FY22
As detailed in the chart below, the size of each section represents a combination
of the skills available and the perceived importance of each of these skills.
Weighted Skills Chart as at June 2020
The skills matrix is used to evaluate whether the collective skills and experience of
the Directors meet the Company’s requirements both currently and into
the future.
The composition of the Board is reviewed to ensure that the Company has access
to the most appropriate balance of skills, qualifications, experience, perspectives
and background to effectively govern the Company.
A number of areas will be supplemented by on-going Director training. The Board
noted the range of qualifications, experience, perspectives and background were
appropriate at this time. The average tenure of the current Directors is 8.4 years.
The Board uses committees to address certain issues that require detailed
consideration by members of the Board who have specialist knowledge and
experience. The Board retains ultimate responsibility for the functions of its
committees and determines their responsibilities.
The Board has a statutory obligation to maintain responsibility for certain
matters. It also deals directly with issues relating to the Company’s mission,
appointments to the Board, strategy, business and financial plans.
Details of the Board’s role, composition, responsibilities, operation, policies and
committees are provided in the Company’s Corporate Governance Code.
Recommendation 2.2
Every issuer should have a procedure for the nomination and appointment of
Directors to the Board.
Director Nomination and Appointment
The Board is responsible for appointing Directors. The Nominations and
Remuneration Committee manages the appointment process for new
Directors and the re-election of existing Directors in order to make a
recommendation to the Board. The nomination and appointment procedure
is set out in the Committee’s charter, which is included in the Company’s
Corporate Governance Code.
When considering an appointment, the Committee will undertake a thorough
check of the candidate and their background. Where the Board determines
a person is an appropriate candidate, shareholders are notified of that and
are provided with all material information that is relevant to the decision on
whether to elect or re-elect a Director.
The Nominations and Remuneration Committee also has responsibility for
reviewing the composition of the Board to ensure that the Company has
access to the most appropriate balance of skills, qualifications, experience,
perspectives and background to effectively govern the Company.
The Board has developed a skills matrix setting out the key skills they believe
are necessary for governance of the Company. The Board has determined that
to operate effectively and to meet its responsibilities it requires competencies
in key disciplines covering business acumen, strategic ability, governance,
industry knowledge, people, finance skills and export markets.
Business Acumen
Strategic Ability
Finance Skills
Governance
Industry Knowledge
People
Export Markets
NEW ZEALAND KING SALMON78ANNUAL REPORT FY22
Recommendation 2.3
An issuer should enter into written agreements with each newly appointed
Director establishing the terms of their appointment.
Letter of Appointment
All new Directors enter into a written agreement with the Company setting out
the terms of their appointment.
Recommendation 2.4 and 2.8
Every issuer should disclose information about each Director in its annual report
or on its website, including a profile of experience, length of service, independence
and ownership interests and Director attendance at Board meetings.
A majority of the Board should be Independent Directors.
Board of Directors
A profile of each of the Directors is on page 32 of this report. The profiles include
information on the year of appointment, skills, experience and background of each
Director.
The roles of the Board Chair, Audit and Finance Committee Chair, and CEO are
not held by the same person.
Ownership of the Company’s shares by Directors is encouraged rather than being
a requirement. Directors’ ownership interests are disclosed at pages 99-100.
The Board does not have a tenure policy; however, it recognises that a regular
refreshment programme leads to the introduction of new perspectives, skills,
attributes and experience.
Interests Register
The Board maintains an Interests Register. Any Director with an interest in a
transaction with the Company must immediately disclose to the Board the
nature, monetary value and extent of the interest. A Director who is interested
in a transaction may attend and participate at a Board meeting at which the
transaction is discussed but may not be counted in the quorum for that meeting
or vote in respect of the transaction, unless it is one of which Directors are
expressly required by the Companies Act 1993 to sign a certificate.
Particulars of entries made in the Interests Register for the period to 31 January
2022 are included in the Director Disclosures section on page 98-100.
Director Independence
On the advice of the Nominations and Remuneration Committee, the Board
determines annually on a case-by-case basis who, in its view, are Independent
Directors. The guidelines set out in the NZX Code are used for this purpose.
The Board will review any determination it makes on a Director’s independence
on becoming aware of any new information that may affect that Director’s
independence. For this purpose, Directors are required to ensure they immediately
advise the Board of any new or changed relationship that may affect their
independence or result in a conflict of interest.
As a result of the formal BetterBoards evaluation undertaken in 2018, the Board
confirms the designation of John Ryder, Paul Steere and Catriona Macleod as
Independent Directors, noting Paul Steere resigned as CEO of the Company in
2009. The Board has determined that these Directors, including the Chair of the
Board, remained independent during the reporting period.
The Board currently has seven Directors, three of whom are considered
independent. Therefore, the Board does not currently have a majority of
Independent Directors as recommended by the NZX Code Recommendation 2.8,
but it does comply with Listing Rule 2.1.1(c) by having three Independent Directors.
The Company has decided that the current composition of the Board best serves
the Company, but it is intended, in the medium term, to have a majority of
Independent Directors. The Board will continue to assess the appropriate options
and opportunities to achieving this goal.
Director period of appointment
Number of Directors
0-3 years
3
3-9 years
1
9+ years
3
NEW ZEALAND KING SALMON79ANNUAL REPORT FY22
Recommendation 2.5
An issuer should have a written diversity policy which includes requirements for
the Board or a relevant Committee of the Board to set measurable objectives for
achieving diversity (which, at a minimum, should address gender diversity) and to
assess annually both the objectives and the entity’s progress in achieving them.
The issuer should disclose the policy or a summary of it.
The Company recognises the value in diversity and seeks to ensure that the Board
and workforce of the Group is as diverse as the community in which we operate.
A formal diversity policy was adopted by the Board on 29 June 2018 and can be
found in the Company’s Corporate Governance Code at
https://www.kingsalmon.co.nz/governance
The Company does recruit, promote and compensate on the basis of merit,
regardless of gender, ethnicity, religion, age, nationality or union membership. The
Company does require that people in the workplace are treated with respect in
accordance with the Company’s Code of Conduct and Way We Work document.
The Board is committed to increasing the level of diversity at Board and executive
level wherever possible, however no measurable objectives were set for the year
ended 31 January 2022. The Board is currently reviewing the most appropriate
measurable objectives and will report against its progress in meeting any specific
diversity objectives in its 2023 Annual Report.
Responsibility for workplace diversity and the setting of measurable objectives is
held by the Nominations and Remuneration Committee.
The gender composition of the Company’s Board and senior leadership team (SLT)
is as follows:
Position
Board
Senior Leadership Team
Female
2 (29%)
2 (20%)
Male
5 (71%)
8 (80%)
Female
1 (14%)
2 (29%)
Male
6 (86%)
5 (71%)
As at 31 January 2022As at 31 January 2021
The Company has a long-term target of equal male and female representation
at Board and SLT level however this target has not yet been achieved.
Recommendation 2.6
Directors should undertake appropriate training to remain current on how to best
perform their duties as Directors of an issuer.
Director Training
The Board does ensure that there is appropriate training available to all
Directors to enable them to remain current on how best to discharge their
responsibilities and keep up to date on changes and trends in areas relevant to
their work. Directors are provided with industry information and receive copies
of appropriate company documents to enable them to perform their role. The
Board has allocated funding of $1,000 per annum for each Director to provide
resources to help develop and maintain skills and knowledge.
Directors are expected to maintain their knowledge of latest governance and
business practices in order to perform their duties.
The Board also ensures that new Directors are appropriately introduced to
management and the businesses.
Recommendation 2.7
The Board should have a procedure to regularly assess Director, Board and
Committee performance.
Board Performance Evaluation
The Board annually assesses its effectiveness in carrying out its functions and
responsibilities. The Chair of the Board leads the review and evaluation of the
Board as a whole, and of the Board Committees, against their charters. The
Chair of the Board also engages with individual Directors to evaluate and discuss
performance and professional development
In 2018 the Board undertook the Institute of Directors’ BetterBoard evaluation.
This provided the opportunity for a formal review of Board operations to ensure
best practise was being followed. Several of the conclusions of the BetterBoard
evaluation are noted in this report and have been implemented, particularly in
relation to the structure of Board committees and nominated participates.
NEW ZEALAND KING SALMON80ANNUAL REPORT FY22
Recommendation 2.9
An issuer should have an independent Chair of the Board. If the Chair is not
independent, the Chair and the CEO should be different people.
Chair Assessment
The Chair of the Board and the CEO are separated to ensure that a conflict
of interest does not arise. The Chair of the Board is responsible for leading the
Board, facilitating the effective contributions of all Directors and promoting
constructive and respectful relations between Directors and between the Board
and management. The Chair is also responsible for setting the Board’s agenda
and ensuring that adequate time is available for discussion of all agenda items, in
particular strategic issues.
Issuers should have an Independent Chair who can contribute to a culture of
openness and constructive challenge that allows for a diversity of views to be
considered by the Board. Good governance demands an appropriate separation
between those charged with managing a listed entity and those responsible for
overseeing its managers.
PRINCIPLE 3 – BOARD COMMITTEES
The Board should use committees where this will enhance its effectiveness in
key areas, while still retaining Board responsibility.
Board Committees
The Board formally constituted three committees in June 2018: the existing
Nominations and Remuneration Committee, the reformed Audit and Finance
Committee and the new Health, Safety and Risk Committee. Each committee
focuses on specific areas of governance and together they strengthen the Board’s
oversight of the Company. Committee membership is reviewed annually.
Each Committee has a written charter that is approved by the Board and sets
out its mandate. The charters are reviewed annually with any proposed changes
recommended to the Board for approval. The charters can be found within the
Company’s Corporate Governance Code.
Annually each Committee agrees a programme of matters to be addressed over
the following twelve-month period. The Committees each annually review their
performance against the Committee charter and objectives for the year and
report their findings to the Board.
Audit &
Finance
CommitteeBoard
Nominations &
Renumeration
Committee
Health,
Safety & Risk
CommitteeDirector
John Ryder (Chair)
Paul Steere (Chair Audit
& Finance Committee
& Chair Nominations &
Renumeration Committee)
Jack Porus
Lai Po Sing
Catriona Macleod (Chair
Health, Safety and Risk
Committee
Chiong Yong Tiong
Yuen Ping Carol Chen
Grant Rosewarne
(Executive Director)
9/9
9/9
8/9
7/7
9/9
9/9
1/2
9/9
4/4
4/4
4/4
-
-
-
-
4/4
-
2/2
1/2
-
-
-
-
2/2
-
-
-
-
4/4
4/4
-
4/4
Attendance at Meetings
The table below sets out Director attendance at Board and Committee meetings
during the financial period to 31 January 2022.
NEW ZEALAND KING SALMON81ANNUAL REPORT FY22
Recommendation 3.1
An issuer’s Audit and Finance Committee should operate under a written
charter. Membership on the Audit and Finance Committee should be a majority
of Independent Directors and comprise solely of Non-ExecutiveDirectors of the
issuer. The Chair of the Audit and Finance Committee should not also be the
Chair of the Board.
Audit and Finance Committee
The primary function of the Audit and Finance Committee is to assist the Board
in fulfilling its oversight responsibilities relating to the Company:
-To oversee the financial reporting and continuous disclosure processes, ensuring
the interests of shareholders are properly protected.
-To ensure internal control and disclosure maintains integrity and transparency.
-To provide the Board with an independent assessment of the Company’s
financial position and accounting affairs.
-To oversee the Company’s capital and treasury management.
The members of the Committee are all Independent Non-ExecutiveDirectors, all
with accounting and financial backgrounds. The members are Paul Steere (Chair),
John Ryder and Jack Porus. The Chair of the Audit and Finance Committee and
the Board Chair are different people. The Audit and Finance Committee held
four meetings during the period to 31 January 2022. The agenda items for each
meeting generally relate to financial governance, external financial reporting,
external audit, internal controls and processes, and compliance.
Recommendation 3.2
Employees should only attend Audit and Finance Committee meetings at the
invitation of the Audit and Finance Committee.
Meeting Attendance
The CEO and Chief Financial Officer (CFO) are regularly invited to attend Audit
and Finance Committee meetings. The committee also regularly holds private
sessions with the external auditors, which management is excluded from.
Recommendation 3.3 and 3.4
An issuer should have a Remuneration Committee which operates under a written
charter (unless this is carried out by the whole Board). At least a majority of
the Remuneration Committee should be Independent Directors. Management
should only attend Remuneration Committee meetings at the invitation of the
Remuneration Committee. An issuer should establish a nomination committee to
recommend Director appointments to the Board (unless this is carried out by the
whole Board), which should operate under a written charter. At least a majority
of the nomination committee should be Independent Directors.
Nominations and Remuneration Committee
The Nominations and Remuneration Committee’s role is to assist the Board by:
-Establishment of a clear framework for oversight and management of the
Company’s remuneration structure, policies, procedures and practices to ensure
the Company’s remuneration is fair and reasonable.
-Defining the roles and responsibilities of the Board and senior management.
-Reviewing and making recommendations on Board composition and succession.
In particular, the Nominations and Remuneration Committee’s role is to ensure
that the Board is balanced in terms of skills and knowledge and to ensure that
the method of nomination and appointment of Directors is transparent.
Under the Nominations and Remuneration Committee Charter, the Committee
shall comprise of, wherever possible, a majority of Independent Directors.
The current members of the Committee are Paul Steere (Chair) (Independent,
Non-Executive) and Jack Porus (nominated as a Director by Oregon Group
Limited and thus not independent). Therefore, the Nominations and
Remuneration Committee does not currently have a majority of Independent
Directors as recommended by the NZX Code Recommendations 3.3 and 3.4. The
Company has decided that the current composition of the Nominations and
Remuneration Committee best serves the Company.
The Committee held two meetings during the period to 31 January 2022.
NEW ZEALAND KING SALMON82ANNUAL REPORT FY22
Recommendation 3.5
An issuer should consider whether it is appropriate to have any other Board
committees as standing Board committees. All committees should operate
under written charters. An issuer should identify the members of each of its
committees, and periodically report member attendance.
Health, Safety and Risk Committee
The Company has since 2015 operated a management Health & Safety Steering
Group, generally meeting quarterly and with attendance by a Board Director.
The Board’s commitment to ensuring a safe and healthy workplace for team
members, contractors and visitors led to it establishing a Health, Safety and
Risk Committee in June 2018, which operates under a written charter.
The primary functions of the Health, Safety and Risk Committee are:
-To assist the Board to provide leadership and policy for health and safety, in
addition to other risks including sustainability.
-To assist the Board to fulfil its responsibilities and to ensure compliance with
all legislative and regulatory requirements in relation to the health and safety
practices of the Company as those activities affect employees
and contractors.
-To support the ongoing improvement of health and safety in the workplace.
-Ensure and overview the identification of risk to the Company’s operations,
both financial and non-financial, the mitigation measures in place and such
further measures to be enacted so risk is managed to as satisfactory a level
as practical.
The members of the Committee are Catriona Macleod (Chair) and Chiong
Yong Tiong.
Recommendation 3.6
The Board should establish appropriate protocols that set out the procedure
to be followed if there is a takeover offer for the issuer including any
communication between insiders and the bidder. The Board should disclose
the scope of independent advisory reports to shareholders. These protocols
should include the option of establishing an independent takeover committee,
and the likely composition and implementation of an independent takeover
committee.
Takeover Protocols
The Board has documented and adopted a series of protocols to be followed in
the event of a takeover offer being made, including communication between
insiders and any bidder.
It is proposed that the Audit and Finance Committee will oversee the protocols
and act as the takeover committee, assuming there are no conflicted
members of the Committee. The Committee would have responsibility for
managing the takeover in accordance with the Board protocols and the New
Zealand Takeovers Code.
PRINCIPLE 4 – REPORTING AND DISCLOSURE
The Board should demand integrity in financial and non-financial
reporting, and in the timeliness and balance of corporate disclosures.
Recommendation 4.1
An issuer’s Board should have a written continuous disclosure policy.
Shareholder Communications and Market Disclosure
The Company’s Board is committed to the principle that high standards of
reporting and disclosure are essential for proper accountability between the
Company and its investors, employees and stakeholders.
The Company achieves these commitments, and the promotion of investor
confidence, by ensuring that trading in its shares takes place in an efficient,
competitive and informed market. The Company has in place a written
Shareholder Communications and Market Disclosure Policy designed to ensure
this occurs. The policy includes procedures intended to ensure that disclosure
is made in a timely and balanced manner and in compliance with the NZX
Listing Rules, such that:
-All investors have equal and timely access to material information
concerning the Company, including its financial situation, performance,
ownership and governance.
-Company announcements are factual and presented in a clear and
balanced way.
NEW ZEALAND KING SALMON83ANNUAL REPORT FY22
The Company is committed to the promotion of investor confidence by
ensuring that the trading of Company shares takes place in an efficient,
competitive and informed market. The CFO is responsible for the Company’s
compliance with NZX and ASX continuous disclosure requirements and the
Board is advised of, and considers, continuous disclosure issues at each Board
meeting or whenever else required.
Significant market announcements, including the preliminary announcement
of the half year and full year results, the financial statements for those periods,
and any advice of a change in earnings forecast are approved by the Board.
Directors consider at each Board meeting whether there is any material
information which should be disclosed to the market.
Recommendation 4.2
An issuer should make its Code of Ethics, Board and Committee charters
and the policies recommended in the NZX Code, together with any other key
governance documents, available on its website.
Governance Policies and Charters
The Company’s key corporate governance documents, including charters and
policies, can be found at https://www.kingsalmon.co.nz/governance/
Recommendation 4.3
Financial reporting should be balanced, clear and objective. An issuer should
provide non-financial disclosure at least annually, including considering
environmental, economic and social sustainability factors and practices. It
should explain how operational or non-financial targets are measured. Non-
financial reporting should be informative, include forward looking assessments,
and align with key strategies and metrics monitored by the Board.
Financial and Non-Financial Reporting
The Board is responsible for ensuring the integrity and timeliness of its financial
reporting. As noted above under ‘Board Committees’, the Audit and Finance
Committee monitors financial reporting risks in relation to the preparation of
the financial statements.
The Audit and Finance Committee, with the assistance of management, works to
ensure that the financial statements are founded on a sound system of risk
management and internal control and that the system is operating effectively in
all material respects in relation to financial reporting risks.
The Audit and Finance Committee oversees the quality and integrity of external
financial reporting including the accuracy, completeness, balance and timeliness
of financial statements. It reviews half-year and annual financial statements and
makes recommendations to the Board concerning accounting policies, areas of
judgement, compliance with financial reporting standards, stock exchange and
legal requirements, and the results of the external audit. All matters required to
be addressed and for which the Committee has responsibility were addressed
during the period under review.
All interim and full-year financial statements are prepared in accordance with
relevant financial standards.
Both financial and non-financial disclosures are made at least annually,
including reporting of material exposure to environmental, economic and social
sustainability risks and other key risks. The Company has a strategic target to
develop best-in-class sustainability reporting and to measure and report on key
sustainability aspects affecting its businesses.
The Company’s sustainability update for 2022 is included in this report at pages
15–20 and provides details of the Company’s initiatives in this area. The Company
draws on 5 of the United Nations Sustainable Development Goals focusing on
the food sector and aquaculture industry both nationally and globally. The five
Goals being focused on are: decent work and economic growth, climate action,
good health and well-being, responsible consumption and production, and life
below water.
NEW ZEALAND KING SALMON84ANNUAL REPORT FY22
PRINCIPLE 5 – REMUNERATION
The remuneration of Directors and senior management should be
transparent, fair and reasonable.
Recommendation 5.1
An issuer should recommend Director remuneration to shareholders for
approval in a transparent manner. Actual Director remuneration should be
clearly disclosed in the issuer’s annual report.
Recommendation 5.2
An issuer should have a remuneration policy for remuneration of Directors and
senior management, which outlines the relative weightings of remuneration
components and relevant performance criteria.
Recommendation 5.3
An issuer should disclose the remuneration arrangements in place for the CEO
in its annual report. This should include disclosure of the base salary, short-
term incentives and long-term incentives and the performance criteria used to
determine performance-based payments.
Remuneration Report Introduction
This Remuneration Report outlines the Company’s overall reward strategy
for the period to 31 January 2022 and provides detailed information on the
remuneration arrangements in this period for the Directors of the Company,
including the CEO, and other nominated executives.
The Company’s Remuneration Policy, which may be amended from time to
time, is reviewed at least once a year. The Company has also established a
number of additional policies to support a strong governance framework and
uphold ethical behaviour and responsible decision making.
Remuneration Policy
The Nominations and Remuneration Committee is responsible for making
recommendations to the Board on remuneration policies and packages for
Directors, the CEO and nominated executives. The primary objectives of the
Remuneration Policy are to provide a competitive and flexible structure that
reflects market practice but is tailored to the specific circumstances of the
Company and which reflects each person’s duties and responsibilities, in order
to attract, motivate and retain people of the appropriate quality. This includes
the Company’s responsibility to monitor diversity and ensure pay equity.
The Nominations and Remuneration Committee reviews market data on
remuneration structure and quantum. The remuneration packages of the CEO and
nominated executives are structured to include a Short-Term Incentive Scheme (STI
Scheme) that is directly linked to the overall financial and operational performance
of the Company. The CEO and nominated executives may also be invited to
participate in the Company’s Long-Term Incentive Scheme (LTI Scheme). The long-
term benefits of the LTI Scheme are currently solely conditional upon the Company
share price meeting certain performance criteria, details of which are outlined below.
Remuneration Structure
In accordance with best practice corporate governance, the structure of Non-
ExecutiveDirector remuneration is separate and distinct from the remuneration of
the CEO and other executives.
Components of Compensation - Non-ExecutiveDirectors
a. Remuneration
The Board seeks to set aggregate remuneration for Non-ExecutiveDirectors at a level
which provides the Company with the ability to attract and retain Directors of the
highest calibre, whilst incurring a cost which is acceptable to shareholders.
No remuneration is payable to Non-ExecutiveDirectors unless it is approved by
the Company’s shareholders. The NZX Listing Rules specify that shareholders can
approve a per Director remuneration amount or an aggregate Directors’ fee pool.
Shareholders approved an aggregate fee pool of $520,000 at the November 2019
Annual Shareholders Meeting and no adjustment will be sought at the 2022
Annual Meeting.
The aggregate remuneration paid to Non-ExecutiveDirectors and the manner
in which it is apportioned amongst Directors is reviewed annually, with any
proposed increase in the aggregate pool put to shareholders for approval at the
Company’s next Annual Shareholders Meeting. The Board reviews its fees to ensure
the Company’s Non-ExecutiveDirectors are fairly remunerated for their services,
recognising the level of skill and experience required to fulfil the role and to enable
the Company to attract and retain talented Non-ExecutiveDirectors. The process
involves benchmarking against a group of peer companies. In addition, the Board
reviews the Committee structure and appropriate level of resourcing required to
make an on-going contribution to long term value creation. At the end of 2018,
the Board made changes to the committee structure including the formation of
the Health, Safety and Risk Committee, bringing an additional focus to an area
considered to be a key driver for the Company.
NEW ZEALAND KING SALMON85ANNUAL REPORT FY22
Non-ExecutiveDirectors have no entitlement to any performance-based remuneration or participation in any share-based incentive schemes. This policy reflects the
differences in the role of the Non-ExecutiveDirectors, which is to provide oversight and guide strategy, and the role of management, which is to operate the business
and execute the Company’s strategy. Non-ExecutiveDirectors are encouraged to be shareholders but are not required to hold shares in the Company.
Each Non-ExecutiveDirector receives a fee for services as a Director of the Company. An additional fee is also paid for being a member of the Board’s Nominations
and Remuneration Committee, Audit and Finance Committee, and Health, Safety & Risk Committee. The payment of an additional fee recognises the additional time
commitment required by Directors who serve on those committees. Directors are also entitled to be reimbursed for costs associated with carrying out their duties.
Fees paid to the Non-ExecutiveDirectors of the Company for the period to 31 January 2022 were as follows:
Director
Base Fee
Audit &
Finance
Comm.
Nomination &
Renumeration
Comm.
Health
Safety & Risk
Comm.
Total
Fees paid/
Payable
John Ryder$120,000$0$0$0$120,000
Jack Porus$60,000$4,500$4,500$0$69,000
Paul Steere (Chair Audit & Finance Comm. & Chair Nominations & Renumeration Comm.)$60,000$9,000$9,000$0$78,000
Laoi Po Sing$45,000$0$0$0$45,000
Catriona Macleod (Chair Health, Safety and Risk Comm.)$60,000$0$0$9,000$69,000
Chiong Yong Tiong$60,000$0$0$4,500$64,500
Carol Chen$10,000$0$0$0$10,000
Fees Paid for Serving on Committees
NEW ZEALAND KING SALMON86ANNUAL REPORT FY22
Remuneration of CEO and Employees
The number of employees of the Group (including former employees), not being
Directors, who received remuneration and other benefits in excess of $100,000 in
the period to 31 January 2022 is set out in the remuneration bands detailed below:
* Note above excludes CEO but includes redundancy payments, other prescribed fringe benefits and any LTI benefits.
Number of Employees
FY2022
FY2021
(7 months)Renumeration
$100,000 to $109,99973
$110,000 to $119,99961
$120,000 to $129,99990
$130,000 to $139,99963
$140,000 to $149,99941
$150,000 to $159,99960
$160,000 to $169,99910
$170,000 to $179,99920
$180,000 to $189,99901
$210,000 to $219,99920
$220,000 to $229,99900
$230,000 to $239,99910
$240,000 to $249,99910
As set out in further detail below, the total remuneration and value of other
benefits paid to the CEO (including under the STI Scheme and LTI Scheme detailed
below) for the period to 31 January 2022 was $534,244 (Seven-month period to 31
January 2021: $364,264).
Components of Compensation – CEO and Other Nominated Executives
a. Structure
The Company aims to reward the CEO and nominated executives with a level and
mix of remuneration commensurate with their position and responsibilities within
the Group, so as to:
-Reward them for Company performance against targets set by reference to
appropriate benchmarks and key performance indicators.
-Align their interests with those of shareholders.
-Ensure total remuneration is competitive by market standards.
Remuneration consists of both fixed and variable remuneration components. The
variable remuneration component comprises the STI Scheme and the LTI Scheme.
The proportion of fixed remuneration and variable remuneration is established
for the CEO and for each nominated executive by the Board, following
recommendations from the Nominations and Remuneration Committee and the
CEO (in the case of the nominated executives only).
The remuneration packages for the CEO and nominated executives are all subject
to Board approval. There were no material changes to the remuneration structures
or targets for the 2022 year.
* Based on year the amount was paid
** Base salary includes Super contributions, SX, Life IP and any leave cashed in
*** Value of LTI benefit is calculated as market value of shares at date of vesting less loan repayable
Year
Base
Salary
Vehicle
Allowance
Fixed
Remuneration
Pay for
Performance
STI
Pay for
Performance
LTI
Total
Remuneration
2022$500,219$17,634$517,853$16,391-$534,244
2021$296,284$18,667$314,951-
49,313
$364,264
NEW ZEALAND KING SALMON87ANNUAL REPORT FY22
Fixed vs At Risk Renumeration FY2022
Fixed vs At Risk Renumeration FY2021 (Seven Months)
Fixed
Fixed
At Risk
At Risk
CEO
CEO
Other SLT
Other SLT
500,000
100,000
1,000,000
300,000
1,500,000
500,000
2,000,000
700,000900,000
The mix of fixed versus variable ‘at risk’ remuneration payable in respect of the
period to 31 January 2022 versus the seven month period to 31 January 2021 was
as follows:
1. Fixed Annual Remuneration
Remuneration levels are reviewed every three years to ensure that they are
appropriate for the responsibility, experience and performance of the CEO and
each nominated executive and are competitive with the market. In addition, the
overall mix of variable compensation and their terms are also considered when
setting and/or reviewing fixed remuneration.
The CEO and nominated executives receive their fixed annual remuneration in
cash and a limited range of prescribed fringe benefits such as superannuation,
motor vehicle and health insurance. The total employment cost of any
remuneration package, including fringe benefit tax, is considered in determining
an employee’s fixed annual remuneration.
For the period to 31 January 2022, the CEO received $517,853 (Seven Month period
to 31 January 2021: $314,951) in fixed annual remuneration.
2. Variable Remuneration – STI Scheme
The objective of the STI Scheme is to link the achievement of the annual financial
and operational targets with the remuneration received by the executives charged
with meeting those targets. The total potential remuneration under the STI
Scheme is set at a level so as to provide sufficient incentive to the executive to
achieve the targets such that the cost to the Company is flexible and in line with
the trading outcome for the year.
Actual STI Scheme payments granted to the CEO and each nominated executive
depend on the extent to which specific targets set at the beginning of the year
are met. The target for 2021 is directly related to achieving budgeted pro-forma
operating EBITDA result and Return on Capital Employed.
In future the targets may include a weighted combination of:
-At least 60% for meeting budget or target pro-forma operating EBITDA for
the Group.
-Up to 30% for meeting budget or target asset efficiency measures such as
Return on Capital Employed for the Group.
-Any balance for strategic objectives and other contributions.
The Nominations and Remuneration Committee considers the performance
against the targets and determines the amount, if any, to be allocated to the CEO
and nominated executives. STI Scheme payments are delivered as a taxable cash
bonus and are payable on completion of the annual audited financial statements.
It should be noted that the level of remuneration detailed in this report for the
CEO includes the STI bonus actually paid in 2022 relating to performance in the
2021 financial year. The total cost for the CEO and other nominated executives of
the STI Scheme for 2022 was $48,430 (31 January 2021: $nil) and the total accrual
for 2022 is $nil (31 January 2021: $49,853).
The CEO received $16,391 in STI Scheme payments in 2022 relating to performance
in the 2021 financial year (30 January 2021: $nil in STI payments in 2021 relating to
the 2020 year) and the total accrual for 2022 is $nil.
STI Scheme payment values are set as a percentage of base cash remuneration,
being 30% for the CEO and 25% for the other nominated executives for the
financial period to 31 January 2022. For the financial period to 31 January 2022
there were ten executives in the STI Scheme, (31 January 2021: six executives).
NEW ZEALAND KING SALMON88ANNUAL REPORT FY22
In addition to the STI Scheme the Board reserves the ability to pay ad hoc bonus
payments to any employee, again either directly related to the trading outcome
or a specific performance target. For the financial period to 31 January 2022, there
were no ad hoc bonus payments to the CEO or other nominated executives (Seven
Months to 31 January 2021, $nil).
3. Variable Remuneration – LTI Scheme
The LTI Scheme has been designed to link reward with key performance indicators
that drive sustainable growth in shareholder value over the long term. The
objectives of the LTI Scheme are to:
-Align the CEO and nominated executives’ interests with those of shareholders.
-Help provide a long-term focus.
-Retain high calibre senior employees by providing an attractive equity-based
incentive that builds an ownership of the Company mindset, encouraging
executives to think and act like owners.
The hurdle rate used for the LTI scheme is an absolute share price growth hurdle,
which is more challenging over time than a relative TSR approach. This approach
only rewards executives if the shareholders also do well.
Under the LTI Scheme, the CEO and nominated executives are offered an interest
free loan which is to be applied to acquire shares in the Company. Shares acquired
under the LTI Scheme are held by a custodian and will only vest to the employee
if he or she is still employed by the Company after three years from the date of
issue. All dividends paid during this period are offset against the loan balance.
Once the shares vest, the employee remains obligated to repay the outstanding
balance of the loan. If an employee leaves employment before the expiry of the
three-year period, the custodian may exercise a call option to have the employee’s
beneficial interest in the shares transferred to it in consideration of the custodian
taking the balance of the loan. Any shares so transferred can be used for future
grants or alternatively the custodian is authorised to sell that employee’s shares
with the proceeds applied to repay the balance of the loan, with any deficit
covered by the Company and any surplus retained by the Company.
Although performance rights are the most prevalent LTI instrument in Australasia
the company believes the issue of shares and loans is more relevant for NZKS. The
structure is well understood by executives and more closely aligns to the security
held by shareholders. In addition, the economic return achieved by executives is
more challenging under the current terms.
An offer may be made under the LTI Scheme to the CEO and nominated
executives each financial year and is based on individual performance as
assessed by the annual appraisal process. If an executive does not sustain
a consistent level of high performance, they will not be nominated for
participation in the LTI Scheme. The Nominations and Remuneration Committee
reviews all nominated executives, with participation in the LTI Scheme subject
to final Board approval. The Board has retained the discretion to vary the
applicable criteria for each offer under the LTI Scheme. Once the Board has fixed
the criteria for a specific offer under the LTI Scheme, those performance hurdles
cannot be varied in respect of that offer.
Each employee’s loan amount (which determines how many shares will be
acquired) is set as a percentage of their base salary and selected employees
will be offered a loan for this amount if the criteria set by the Board are met.
For the first three years of the LTI Scheme from 2016, the criterion has been
the achievement of a compounding gross Total Shareholder Return of 12.5%
(including all distributions) over the reference share price of $1.12, for those
executives who joined the scheme at the initial issue at the time of the IPO in
October 2016, $1.77 for those who joined the scheme in September 2017, and
$2.78 for those who joined the scheme in September 2018. There were no new
joiners in shares issued in November 2019 due to the reference share price being
higher than market price. The reference share price for any new participants will
be set at the time of joining the scheme.
A total of 559,855 shares were allocated during the financial year to 31 January
2022 (7 months to 31 January 2021: 1,548,197) with matching interest free loans
of $888,977 (7 months to 31 January 2021: $2,595,371). These shares have a
vesting date of September 2024.
During the year, a number of employees left the Company, resulting in the
forfeiture of 135,264 shares 31 January 2021: 100k shares, the consequent exercise
of call options and redemption of gross loans of $nil (30 June 2020: $nil).
LTI Scheme loan amounts are set as a percentage of base cash remuneration,
being 30% for the CEO and between 5% and 15% for other nominated
executives in respect of the financial year ended 31 January 2022. As at 31
January 2022, there were 58 nominated executives in the LTI Scheme, (31
January 2021: 49 nominated executives).
NEW ZEALAND KING SALMON89ANNUAL REPORT FY22
It should be noted the table above records the expected accounting cost to the company over the full vesting period, the actual accounting cost may differ if shares are
forfeited. It does not show the economic benefit received by the executive, which is directly linked to the share price movement over the vesting period.
Under accounting standard IFRS 2 Share Based Payments, as the LTI shares are classified as options, the total cost of each annual allocation is spread across the three
years of the vesting period from the date of issue.
On 1 September 2022, LTI shares issued on 5 November 2019 will vest to those team members who are employed by the Company at the time.
Once the LTI shares vest, employees remain obligated to repay outstanding loans in the event of sale of the shares or if leaving the Company. Employees may also
choose to sell the vested LTI shares on-market (subject to usual employee share trading procedures) and would then be obligated to repay the loans
Senior Executive Share Ownership Scheme
The CEO and certain other executives were participants in an executive share ownership scheme prior to the IPO, in which participants have been provided with an
interest free loan of up to 200% of the amount which the senior executive invests in the Company. As at 31 January 2022, 2,327,191 shares are held by executives via
the Ownership Scheme, partly funded by interest free loans of $893,750. Of this, the CEO holds 1,937,170 shares under the Ownership Scheme, supported by a loan
of $700,000.
These shares, which have been subject to sale restrictions since the IPO, were released from escrow on announcement of the 2018 financial results. During the period to
31 January 2022 year there was 1 staff change to the shareholding under this scheme holding a total of 620,259 options. This resulted in 455,844 of the options being
exercised with accompanying loan repayments of $235,113 and a further 164,415 shares returned to treasury stock.
Total Cost of the LTI Scheme
SLT LTI Shares
LTI IPO
SharesLTI 2017LTI 2018LTI 2019LTI 2020LTI 2021Cost LTI Scheme
Total shares issued3,062,164993,671317,515311,527452,3521,184,750559,855
Shares issued to CEO1,937,170308,88094,83390,51083,449636,35979,824
Allocation cost to P&L at issue date$321,309$128,447 $236,283 $356,723 $288,176 $245,601$85,700
Allocation cost of CEO at issue date$195,925$39,927$70,571$103,641$68,830$124,914$5,561
NEW ZEALAND KING SALMON90ANNUAL REPORT FY22
Shares held by the CEO and nominated executives
The total numbers of shares allocated under the Senior Executive Share Ownership Scheme and LTI Schemes as at 31 January 2022 are as follows:
Allocation DateVesting Date
Average
share priceScheme
Balance at
start of year
Granted during
the year
Vested during
the year
Lapsed or transferred
during the year
Balance at the
end of the year
Number of Shares
LTI 2018 Scheme (A)
LTI 2018 Scheme (B)
LTI 2018 Scheme (C)
LTI 2019 Scheme (A)
LTI 2019 Scheme (B)
LTI 2020 Scheme - Sen. Exec.
LTI 2020 Scheme (A)
LTI 2021 Scheme (A)
LTI 2021 Scheme (E)
LTI 2021 Scheme - Sen. Exec.
Totals
27 Sept 2018
27 Sept 2018
27 Sept 2018
05 Nov 2019
05 Nov 2019
28 Jan 2022
28 Jan 2022
28 Jan 2022
28 Jan 2022
28 Jan 2022
01 Sept 2021
01 Sept 2021
01 Sept 2021
01 Sept 2022
01 Sept 2022
04 Nov 2022
01 Sept 2023
01 Sept 2024
01 Sept 2024
14 Oct 2024
$1.30
$1.95
$2.78
$1.41
$2.13
$1.72
$1.53
$1.76
$1.36
$1.48
229,071
24,891
12,125
225,207
27,233
-
-
-
-
-
518,527-
907,907
276,843
253,055
87, 2 0 6
219,595
1,744,606
49,299
24,891
12,125
46,830
2,119
135,264
179,772
-
-
178,377
25,114
907,907
276,843
253,055
87, 2 0 6
219,595
2,127,869
NEW ZEALAND KING SALMON91ANNUAL REPORT FY22
Allocation DateVesting Date
Weighted average
share priceScheme
Balance at
start of year
Granted during
the year
Vested during
the year
Lapsed or transferred
during the year
Balance at the
end of the year
Number of Shares - CEO
LTI 2018 scheme
LTI 2019 scheme
LTI 2020 scheme
LTI 2020 scheme
LTI 2021 scheme
Totals
27 Sept 2018
5 Nov 2019
8 Oct 2020
8 Oct 2020
28 Jan 2022
1 Sept 2021
1 Sept 2022
4 Nov 2022
1 Sept 2023
1 Sept 2024
$1.30
$1.41
$1.72
$1.53
$1.76
90,510
83,449
544,535
91,824
79,824
890,142
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
90,510
83,449
544,535
91,824
79,824
890,142
It should be noted under the relevant accounting standards the loans granted to participants in both the Executive Share Ownership Scheme and LTI Schemes
participants are not recorded on the company balance sheet.
NEW ZEALAND KING SALMON92ANNUAL REPORT FY22
Employee Share Ownership Scheme
At the time of the Company’s initial public offering, it established an employee share ownership scheme to facilitate an increase in the level of participation by
employees as shareholders, which improves the alignment of interests between employees and shareholders. Under the scheme, each eligible employee was offered an
interest free loan up to $5,000 to fund 50% of the subscription price for the shares which employee wished to acquire in the Company. Employees are obliged to repay
their loans when the shares are sold or when they leave the Company.
A total of 187,076 shares were issued at the time, supported by loans of $104,762 from the Company. During the period, five employees holding shares have left the
Company (Seven Months to 31 January 2021: nil), and no shares have been sold by current employees resulting in repayment of $nil loans. As at 31 January 2022, the
following shares were held by current employees under the Employee Share Ownership Plan:
Allocation DateVesting DateNumber of Shares
Scheme
Movement during
the year*
Balance at
start of year
Balance at the
end of the year
Employee Share Ownership Plan19 Oct 201619 Oct 2016104,71926,75777,962
* Movement includes both shares sold for repayment of loan and shares
retained and respective loan repaid in full
NEW ZEALAND KING SALMON93ANNUAL REPORT FY22
PRINCIPLE 6 - RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by
the issuer and how to manage them. The Board should regularly verify that
the issuer has appropriate processes that identify and manage potential and
material risks.
Recommendation 6.1
An issuer should have a risk management framework for its business and the
issuer’s Board should receive and review regular reports. An issuer should report
the material risks facing the business and how these are being managed.
Risk Management Framework
The Board is responsible for ensuring that key business and financial risks are
identified, and that appropriate controls and procedures are in place to effectively
manage those risks.
The Health, Safety and Risk Committee has overall responsibility for ensuring that
Company’s risk management framework is appropriate and that it appropriately
identifies, considers and manages risks.
Risk management is an integral part of the Company’s business. A risk
management framework incorporating a risk register is used to identify those
situations and circumstances in which the Company may be materially at risk and
for which risk mitigation activities are appropriate. This approach is intended to
provide a comprehensive, company-wide awareness of risk in senior management,
supported by a consistent method of identifying, assessing, controlling,
monitoring and reporting existing and potential risks to the Company’s business.
The Company has designed and implemented a risk framework for the oversight
and management of financial and non-financial business risks, as well as related
internal compliance systems that are designed to:
-Ensure team members and contractors work in a safe and healthy working
environment.
-Optimise the return to stakeholders whilst also protecting their interests.
-Safeguard the Company’s assets, biological assets and the environment.
-Maintain food quality standards and product quality.
-Fulfil the Company’s strategic objectives.
-Manage the financial and non-financial risks associated with the business.
The Board has delegated responsibility to the Health, Safety & Risk Committee
to establish and regularly review the Company’s risk management framework.
As part of this framework the Committee is tasked with identifying situations
and circumstances in which the Company may be materially at risk and
initiating appropriate action through the Board or CEO. A risk management
policy is overseen by the CEO and supports a comprehensive approach to the
management of those risks identified as material to the Company’s operations.
Risk management is a standing item on the agenda for Health, Safety & Risk
Committee meetings, with detailed reports provided by senior management.
The CEO and CFO have provided the Board, through the Audit and Finance
Committee, with assurances that in their opinion financial records have been
properly maintained, that the financial statements comply with those accounting
standards under which the Company must report and that the statements give
a true and fair view of the Company’s financial position and performance. These
representations are given on the basis that a sound system of internal controls
and risk management is operating effectively in all material respects in relation to
financial reporting.
In managing the Company’s business risks, the Board approves and monitors
policy and procedures in areas such as treasury management, financial
performance, taxation and delegated authorities.
Insurance
The Company has insurance policies in place covering most areas where risk to its
assets and business can be insured at a reasonable cost.
NEW ZEALAND KING SALMON94ANNUAL REPORT FY22
Recommendation 6.2
An issuer should disclose how it manages its health and safety risks and should
report on their health and safety risks, performance and management.
Health and Safety
The Board and management are committed to promoting a safe and healthy
working environment for everyone working in, or interacting with, the Company.
The Company strives for continuous improvement that takes us beyond
compliance in health, safety and wellness. This includes the reviewing of our
health and safety policy statement as well as the systems and processes that
support our safety objectives.
The Company’s Health, Safety & Risk Committee Charter creates a shared
responsibility for all our team members and contractors to so far as reasonably
practicable take all steps in providing a working environment that promotes
health and wellbeing. Effective controls based on industry knowledge and best
practice guidelines inform and support our risk management across in all areas
of the business.
The Company uses a risk-based approach, having identified a number of critical
risk areas, being:
-Maritime operations
-Fire, electrical and natural events
-Heights and lifting
-Confined spaces
-Mobile plant and equipment
-Construction activity
Each of these critical risk areas has initiatives designed to eliminate, isolate or
minimise risk.
The Company uses a combination of leading and lagging performance measures
in health and safety.
PRINCIPLE 7 – AUDITORS
The Board should ensure the quality and independence of the external audit
process.
Recommendation 7.1
The Board should establish framework for the issuer’s relationship with its
external auditors. This should include procedures:
a. for sustaining communication with the issuer’s external auditors;
b. to ensure that the ability of the external auditors to carry out their statutory
audit role is not impaired, or could reasonably be perceived to be impaired;
c. to address what, if any, services (whether by type or level) other than their
statutory audit roles may be provided by the auditors to the issuer; and
d. to provide for the monitoring and approval by the issuer’s Audit and Finance
Committee of any service provided by the external auditors to the issuer
other than in their statutory audit role.
Recommendation 7.2
The external auditor should attend the issuer’s Annual Shareholders Meeting to
answer questions from shareholders in relation to the audit.
External Auditor
The Company’s Audit and Finance Committee is responsible for oversight of the
Company’s external audit arrangements to safeguard the integrity of financial
reporting. The Company maintains an External Auditor Independence Policy to
ensure that audit independence is maintained, both in fact and appearance.
NEW ZEALAND KING SALMON95ANNUAL REPORT FY22
The policy covers the following areas:
-Appointment of the external auditor.
-Provision of other assurance services by the external auditor.
-Pre-approval process for the provision of other assurance services.
-External auditor lead and engagement partner rotation.
-Hiring of staff from the external auditor.
-Relationships between the external auditor and the Company.
-Reporting on fees and non-audit work.
The role of the external auditor is to audit the financial statements of the
Company in accordance with applicable auditing standards in New Zealand and
to report on its findings to the Board and shareholders of the Company.
The External Auditor Independence Policy is available in the Corporate
Governance Code which is available on the Company’s website at
https://www.kingsalmon.co.nz/governance
Ernst & Young is the Company’s current external auditor. Brendan Summerfield
is the current audit engagement partner, in his first year following a partner
rotation at the completion of the 2021 audit. Fees paid to Ernst & Young are
included in Note 30 of the notes to the financial statements.
Both the Company’s Audit and Finance Committee Charter and the External
Auditor Independence Policy require the external auditor to be independent,
recognising the importance of facilitating frank dialogue between the Audit
and Finance Committee, the auditor and management. The External Auditor
Independence Policy requires that the audit partner be rotated after a maximum
of five years.
The Audit and Finance Committee Charter requires the Committee to facilitate
the continuing independence of the external auditor by assessing the external
auditor’s independence, qualifications, overseeing and monitoring their
performance. This involves monitoring all aspects of the external audit, including
the appointment of the auditor, the nature and scope of its audit and reviewing
the auditor’s service delivery plan.
The auditor has been invited to attend the Annual Shareholders’ Meeting and will
be available to answer questions about the audit process and the independence
of the auditor.
Recommendation 7.3
Internal audit functions should be disclosed.
Internal Audit
The Company does not have an internal audit function. However, the Company
does have a quality and compliance team dedicated to food hygiene in relation
to the processing of harvested fish through to finished goods that are dispatched
to the end customer. The objective of the quality and compliance team is to
enhance and protect the organisational value of the Company by providing
risk-based and objective assurance. The management Health and Safety
Steering Group has overseen internal safety audits throughout the farming and
manufacturing process. The Health, Safety and Risk Committee now oversees
this function.
Where necessary, external expertise is obtained for specific audit activities.
Independent Professional Advice
With the approval of the Audit and Finance Committee, Directors are entitled to
seek independent professional advice on any issue related to the fulfilment of his
or her duties, at the Company’s expense.
NEW ZEALAND KING SALMON96ANNUAL REPORT FY22
PRINCIPLE 8 – SHAREHOLDER RELATIONS
The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with
the issuer.
Recommendation 8.1
An issuer should have a website where investors and interested stakeholders can
access financial and operational information and key corporate governance
information about the issuer.
Shareholder Relations
The Company is committed to maintaining a full and open dialogue with its
shareholders and other stakeholders. Annual reports, NZX releases, governance
policies and charters and a variety of corporate information are posted on the
Company’s website.
The Company’s preference is for electronic communications in the interests of
sustainability and efficiency; however, each shareholder is entitled to receive a
paper copy of each annual report.
The Company has a dedicated Investor Centre on its website containing an
Annual Meetings section. Documents relating to meetings are available.
Shareholder meetings will be held at a time and location to encourage
participation in person by shareholders. Annual meetings are currently held in the
Nelson / Marlborough region, reflecting the head office and production locations
for the Company.
The Company’s website includes a range of information relevant to shareholders
and others concerning the operation of the Company, including information
about the sites we operate, Aquaculture Best Management Practices (BMP),
certifications, our brands and the corporate governance policies of the Company.
Recommendation 8.2
An issuer should allow investors the ability to easily communicate with the
issuer, including providing the option to receive communications from the issuer
electronically.
Electronic Communications
Shareholders have the option of receiving their communications electronically.
This is the company’s preferred method of communication.
Contact details for the Company’s head office are available on the website.
Recommendation 8.3
Quoted equity security holders should have the right to vote on major decisions
which may change the nature of the issuer in which they are invested in.
Major Decisions
Directors’ commitment to timely and balanced disclosure is set out in its
Shareholder Communications and Market Disclosure Policy and includes advising
shareholders on any major decisions. Where voting on a matter is required, the
Board encourages investors to attend the meeting or to send in a proxy vote.
Shareholders may raise matters for discussion at the Annual Shareholders’
Meeting either in person or by emailing the Company with a question to be asked.
Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer
further equity securities to existing equity security holders of the same class on
a pro rate basis, and on no less favourable terms, before further equity securities
are offered to other investors.
Equity raise
The Board is responsible for considering the interests of all existing equity holders
when assessing their capital raising options.
Recommendation 8.5
The Board should ensure that the notices of annual or special meetings of quoted
equity security holders is posted on the issuer’s website as soon as possible and at
least 20 working days prior to the meeting.
Notice of Meeting
The Company’s Notice of Meeting will be available at least 20 working days prior
to the meeting on the Shareholder Meetings page in the Investors section of
the website.
NEW ZEALAND KING SALMON97ANNUAL REPORT FY22
Director Disclosures
The following persons were Directors of New Zealand King Salmon Investments Limited and its subsidiaries during the period to 31 January 2022:
John
Ryder
Jack
Porus
Chiong
Yong Tiong
Paul
Steere
Grant
Rosewarne
James V.
Kilmer
Justin
Reynolds
Catriona
Macleod
Lai Po Sing
(Resigned
Nov 2022)
Carol Chen
(Appointed
Nov 2022)
Directors
NZKS Investments Ltd.
The NZKS Co. Ltd.
NZKS Exports Ltd.
NZKS USA Inc.
The NZKS Pty Ltd.
NZKS Custodian Ltd.
King Salmon Ltd.
MacCure Seafoods Ltd.
Omega Innovations Ltd.
Ora King Ltd.
Regal Salmon Ltd.
Southern Ocean Salmon Ltd.
Southern Ocean Seafoods Ltd.
•
•
•
•
•
•
••
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
••
NEW ZEALAND KING SALMON98ANNUAL REPORT FY22
INTERESTS REGISTER
The following entries were made in the interests register of the Company during the year ended 31 January 2022:
Share Dealings by Directors
Dealings by Directors and key senior managers during the period ended 31 January 2022 as entered in the Interest Register of the Company are as follows:
Name of Director /
Senior Executive
Share Dealings by Directors
Source Computershare
Acquisition/DisposalNature of InterestNumber of SharesConsiderationDate
Grant Rosewarne
Andrew Clark
Ben Rodgers
28 January 2022
28 January 2022
28 January 2022
13/15 July 2021
14 July 2021
23 August 2021
23 August 2021
28 January 2022
28 January 2022
$1.72 per share
$1.76 per share
$1.53 per share
$1.46 per share
$1.35 per share
$1.43 per share
$1.40 per share
$1.48 per share
$1.36 per share
Acquisition
Acquisition
Acquisition
Disposal
Disposal
Disposal
Disposal
Acquisition
Acquisition
Beneficial Owner
Beneficial Owner
Beneficial Owner
Beneficial Owner
Beneficial Owner
Beneficial Owner
Beneficial Owner
Beneficial Owner
Beneficial Owner
544,535
79,824
91,824
25,713
79,526
316,803
450,000
219,595
35,846
NEW ZEALAND KING SALMON99ANNUAL REPORT FY22
Disclosure of interest in the Interests Register
Details of Directors disclosures entered in the interests register for the Company as
at 31 January 2022 were as follows:
InterestNature of InterestDirector
John Ryder (Chair)
Jack Porus
Paul Steere
Aged Care Education (NZ) Limited
Alpine View Care Centre Limited
Alpine View Lifestyle Village Limited
Ashbury Heights Limited
Banbury Park Limited
Broadwater Village Limited
Brycharl Corporation Limited
Burlington Village Limited
Castle Recruitments Limited
Coastal View Limited
Direct Capital VI Management Limited
Kindly Limited
Qestral Corporation Limited
Questral Corporation Limited
Spyglass Trading Limited
Sweat Equity Limited
Tuatara Tours NZ Limited
Glaister Ennor
Nelson Airport Limited
Allan Scott Wines & Estates Limited
Aquaculture Advisory Panel, South Pacific Community
Director & Shareholder
Director
Director
Director
Director
Director
Director & Shareholder
Director
Director & Shareholder
Director
Director
Director
Director & Shareholder
Director
Director & Shareholder
Director & Shareholder
Director & Shareholder
Partner
Chair
Chair
Chair
Continued on next page
NEW ZEALAND KING SALMON100ANNUAL REPORT FY22
Interest
No. of Ordinary Shares - BeneficialNo. of Ordinary Shares - Non-Beneficial
Nature of InterestDirector
Director
Chiong Yong Tiong
Catriona Macleod
Grant Rosewarne
John Ryder (Chair)
Jack Porus
Paul Steere
Grant Rosewarne
Aotea Dairy Limited
Forestland Investment Limited
Aotea Housing Limited
Maraetai Land Development Limited
The Lumberbank New Zealand Limited
Waimarina Forests Limited
CEP Auckland Limited
Nugent Fitness Limited
Neil Corporation Limited
Winstone Pulp International Limited
Oregon Group Limited
Ernslaw One Limited
The Neil Group Limited
Neil Construction Limited
Timbergrow Limited
Australian Sustainable Seaweed Alliance
Derwent Estuary Program
Aquaculture New Zealand
2,167,644
372,457
785,325
2,724,058
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
-
-
-
-
Relevant Interests
The table below records the ordinary shares in which Directors had a relevant interest as at 31 January 2022.
Neither Catriona Macleod, Chiong Yong Tiong nor Carol Chen held any relevant interests (beneficial or non-beneficial) as at 31 January 2022.
NEW ZEALAND KING SALMON101ANNUAL REPORT FY22
Use of Company Information by Directors
No notices were received from Directors pursuant to section 145 of the Companies
Act 1993 to use Company information, received in their capacity as Directors,
which would otherwise not have been available to them.
Directors Liability
As permitted by the Company’s Constitution and in accordance with Section
162 of the Companies Act 1993, the Company has indemnified all Directors and
arranged Directors’ and Officers’ Liability Insurance which ensures that, to the
extent permitted by law, Directors will incur no monetary loss as a result of actions
undertaken as Directors. Certain actions are specifically excluded, for example, the
incurring of penalties and fines, which may be imposed in respect of breaches of
the law.
Shareholder Information
As at 31 January 2022 there were 140,185,351 ordinary shares on issue in the
Company, each conferring on the registered holder the right to vote on any
resolution at a meeting of shareholders, held as follows:
20 Largest Shareholders
Set out below are details of the 20 largest shareholders of the Company as at
28 April 2022:
Number of
Shareholders
Number of
Shares Held
% of
SharesShares
%Size of Holding
Shareholder
1 - 4,999
5,000 - 9,999
10,000 - 49,999
50,000 - 99,999
100,000 - 499,999
Over 500,000
1,578
542
33
61
50
16
3,072,910
3,635,333
1,846,604
3,947,701
9,901,685
107,781,118
2.19
2.59
8.45
2.82
7.06
76.89
Oregon Group Limited55,622,35839.55
China Resources Ng Fung Limited13,798,9449.81
HSBC Nominees A /C NZ Superannuation Fund Nominees
Limited - NZCSD
9,627,4146.85
ANZ Wholesale Australasian Share Fund - NZCSD 3,091,1812.20
NZKS Custodian Limited 2,855,2462.03
FNZ Custodians Limited2,835,6372.02
Grantley Bruce Rosewarne & Bianca Jade Rosewarne 2,173,6411.55
John William Dudley Ryder1,989,6441.41
Custodial Services Limited1,852,0501.32
New Zealand Depository Nominee Limited1,574,0941.12
Hobson Wealth Custodian Limited1,215,2590.86
Forsyth Barr Custodians Limited1,089,8150.77
JPMorgan Chase Bank NA NZ Branch-Segregated Clients
Acct - NZCSD
1,006,4190.72
Kevin Glen Douglas & Michelle Mckenney Douglas 914,0290.65
Accident Compensation Corporation - NZCSD 786,8880.56
MA Investments Two Limited720,7340.51
Richard Pelham Garland & Susan Jane Garland & PN Trustees
Limited
697,3220.50
Peter Plowman606,1840.43
Citibank Nominees (New Zealand) Limited - NZCSD 562,8680.40
Julie Ann Rosewarne505,2140.36
NEW ZEALAND KING SALMON102ANNUAL REPORT FY22
Substantial Product Holders
Set out below are details of the substantial product holders of the Company as advised by notice to the Company as at 31 January 2022. The number of shares shown
below is as advised in the most recent substantial product holder notices given to the Company and may not be their holding as at 31 January 2022.
Annual Shareholders Meeting
The Company’s 2022 Annual Shareholder’s Meeting will be an in-person meeting held on 27 June 2022. Shareholders will be given an opportunity at the meeting to ask
questions and comment on relevant matters. Notice of Meeting will be sent to shareholders in advance of the meeting.
Exercise of NZX Disciplinary Powers
NZX Limited did not exercise any of its powers under Listing Rule 5.4.2 in relation to the Company during the period to 31 January 2022.
Donations
Donations made by the Group during the period to 31 January 2022 totalled $9,656 (7 months to 31 January 2021: $3,030).
Class
of Share
Number
of Shares
Shareholder
Oregon Group Ltd.
China Resources Ng Fung Ltd.
HSBC Nominees A /c NZ Superannuation Fund Nominees Ltd.
55,622,358
13,798,944
8,687,414
Ordinary
Ordinary
Ordinary
NEW ZEALAND KING SALMON103ANNUAL REPORT FY22
Appendix
FY22
NZD 000s
Statutory Financial
Statements
Fair Value
Adjustments
IFRS 16 Lease
Adjustments
FX Close-outs
Pro Forma
Operating Financial
Information
Revenue174,530 174,530
Cost of goods sold(177,774)52,050 (1,968)(127,692)
Fair value gain / (loss) on biological transformation41,261 (41,261) -
Freight costs to market(25,275)(25,275)
Gross Profit12,743 10,788 (1,968)21,563
Other operating income402 13,471 13,873
Overheads
Sales, marketing and advertising(13,471)(13,471)
Distribution overheads(5,204)(5,204)
Corporate expenses(8,649)(8,649)
Other expenses(1,414)(1,414)
EBITDA(15,593)10,788 (1,968)13,471 6,698
Depreciation and amortisation(10,125)1,747 (8,378)
Impairment(59,255)(59,255)
EBIT(84,973)10,788 (221)13,471 (60,935)
Finance income17 17
Finance costs(2,636) 249 (2,387)
Net finance costs(2,619) - 249 (2,370)
Profit / (loss) before Tax(87,593)10,788 29 13,471 (63,305)
Income tax (expense) / credit14,390 (3,021)(8)(3,772)7,590
Net Profit / (loss) for the Year(73,202)7,768 21 9,699 (55,715)
FY22 RECONCILIATION BETWEEN GAAP RESULTS AND PRO FORMA FINANCIALS
NEW ZEALAND KING SALMON104ANNUAL REPORT FY22
FY21 (7 Months)
NZD 000s
Statutory Financial
Statements
Fair Value
Adjustments
IFRS 16 Lease
Adjustments
FX Close-outs
Pro Forma
Operating Financial
Information
Revenue95,239 95,239
Cost of goods sold(98,820)36,562 (984)(63,243)
Fair value gain / (loss) on biological transformation29,350 (29,350) -
Freight costs to market(11,616) (11,616)
Gross Profit14,153 7, 21 2 (984) 20,381
Other operating income541 5,744 6,285
Overheads
Sales, marketing and advertising(7,702)(7,702)
Distribution overheads(3,132)(3,132)
Corporate expenses(4,979)(4,979)
Other expenses(889)(889)
EBITDA(2,009)7, 21 2 (984)5,744 9,963
Depreciation and amortisation(5,969)981 (4,988)
EBIT(7,978)7, 21 2 (3)5,744 4,975
Finance income5 5
Finance costs(1,353) 140 (1,213)
Net finance costs(1,349) - 140 (1,208)
Profit / (loss) before Tax(9,326)7, 21 2 137 5,744 3,766
Income tax (expense) / credit2,247 (2,019)(38)(1,608)(1,419)
Net Profit / (loss) for the Year(7,079)5,193 98 4,136 2,347
FY21 RECONCILIATION BETWEEN GAAP RESULTS AND PRO FORMA FINANCIALS
NEW ZEALAND KING SALMON105ANNUAL REPORT FY22
UNDERSTANDING OUR GAAP RESULTS
The impact of NZ IAS-41 Agriculture, NZ IAS-2 Inventory and
NZ IFRS-16 Leases
Our GAAP results are impacted by Fair Value gains or losses arising from the
application of NZ IAS-41 Agriculture, NZ IAS-2 Inventory and the classification of
leases under NZ IFRS-16. The impact of these standards are explained below:
Fair Value under NZ IAS-41 Agriculture andNZ IAS-2 Inventory
When we record a change in biomass at sea, or where the expected future profit
we realise on fish that we sell changes, these standards require us to quantify and
recognise the gain or loss in the current period. This applies to both biomass at sea
and inventories of finished products.
Our Statement of Financial Position shows biological assets at their fair value,
with FY22 seeing a reduction in fair value due to reduction in margin from cost
increases and mortality. Pro Forma Operating Financial Performance removes
gains / losses associated with the application of these standards. The company will
present Pro Forma results for future reporting periods on this basis.
NZ IFRS-16Leases
Under NZ IFRS-16 a lessee will no longer make a distinction between finance
leases and operating leases; all (material) leases will be treatedasfinance leases.
In the statement of financial position we are therefore required to recognize
the asset (or right to use the asset) and the liability for the lease, while in the
statement of profit and loss we recognize the interest cost and the depreciation
of the leased asset instead of the operating lease expenses. The application of this
standard increases EBITDA, assets and liabilities, however this impact is reversed in
our Pro Forma results.
NEW ZEALAND KING SALMON106ANNUAL REPORT FY22
Ticker: NZK
Listed on the NZX Main Board and as a
Foreign Exempt Listing on the ASX
NZ company number: 2161790
Registered Office
93 Beatty Street
Annesbrook
Nelson 7011
New Zealand
Postal Address
PO Box 1180
Nelson 7040
New Zealand
Telephone
+64 3 548 5714
Website
www.kingsalmon.co.nz
Investor Relations
investor@kingsalmon.co.nz
Computershare Investor Services Ltd.
Level 2, 159 Hurstmere Rd.,
Takapuna, Auckland 0622, New Zealand
+64 9 488 8777
enquiry@computershare.co.nz
Computershare Investor Services Pty Ltd.
Yarra Falls, 452 Johnston Street,
Abbotsford VIC 3001, Australia
+61 3 9415 4083
enquiry@computershare.co.nz
Corporate Directory
Board of DirectorsBankers
Auditor
New Zealand King Salmon
Share Registry
Lawyers
John William Dudley Ryder
Independent Non-ExecutiveChair
Grantley Bruce Rosewarne
CEO & Managing Director
Jack Lee Porus
Non-ExecutiveDirector
Paul James Steere
Independent Non-ExecutiveDirector
Lai Po Sing (Resigned Nov 2021)
Non-ExecutiveDirector
Chiong Yong Tiong
Non-ExecutiveDirector
Catriona Macleod
Independent Non-ExecutiveDirector
Carol Chen (Appointed Nov 2021)
Non-Executive Director
Vicky Taylor (Appointed Feb 2022)
Independent Non-Executive Director
Audit & Finance Committee
Paul Steere (Chair)
John Ryder
Jack Porus (Appointed 26 August 2020)
Nomination & Renumeration Committee
Paul Steere (Chair)
Jack Porus
Health, Safety & Risk Committee
Catriona Macleod (Chair)
Chiong Yong Tiong
Chapman Tripp
Level 34, 15 Customs St. W
Auckland
New Zealand
Gascoigne Wicks
79 High Street
Blenheim
New Zealand
Duncan Cotterill
197 Bridge Street
Nelson
New Zealand
The Bank of New Zealand
Deloitte Centre
Level 6, 80 Queen Street
Auckland
Ernst & Young (EY)
Level 4/93
Cambridge Terrace
Christchurch
New Zealand
NEW ZEALAND KING SALMON107ANNUAL REPORT FY22
Glossary
1H22
Financial results for the 6 months from 1
February 2021 to 31 July 2021
2H22
Financial results for the 6 months from 1
August 2021 to 31 January 2022
ASX
Australian Securities Exchange
CEO
Chief Executive Officer
EBIT
Earnings Before Interest, Tax, Depreciation
EBITDA
Earnings before interest, tax, depreciation and
amortisation
FCR
Feed Conversion Ratio – the amount of feed
(in kilograms) required to grow 1 kilogram of
fish weight
FMCG
Fast Moving Consumer Goods
FOB
Free On Board, a term which means that
the price for goods includes delivery at the
seller’s expense on to a vessel at a named
port and no further. The buyer bears all costs
thereafter (including costs of sea freight)
FY
Financial Year
FY21
Financial results for the 7 months from 1 July
2020 to 31 January 2021
FY22
Financial results for the 12 months from 1
February 2021 to 31 January 2022
G&G
Gilled and gutted. Note that all volumetric
information presented is on a gilled and
gutted basis unless otherwise stated
GAAP
Generally Accepted Accounting Practice
Group
New Zealand King Salmon Limited and its
subsidiaries
IPO
Initial Public Offering
LTI Scheme
Long Term Incentive Scheme
Mortality / Mortality Rate
The percentage mortality of salmon in
seawater, calculated as the biomass of
salmon mortalities in kg divided by the
growth of salmon in kg
New Zealand King Salmon / NZKS
New Zealand King Salmon Investments
Limited
N PAT
Net profit after tax, also reported as net
profit for the period in our published financial
results
NZ IFRS
New Zealand equivalents to International
Financial Reporting Standards
NZX
New Zealand Stock Exchange
Pro Forma Operating EBITDA
Pro Forma Operating EBITDA refers to
earnings before interest, tax, depreciation,
amortisation after allowing for pro forma
adjustments as described in the Appendix on
page 103. Pro Forma Operating EBITDA is a
non-GAAP profit measure
STI Scheme
Short Term Incentive Scheme
T
Metric tonnes
Upwelling System
A system that allows dense cooler water to be
moved towards the ocean surface, displacing
the warmer water and increasing water flow
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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