EROAD releases FY22 Annual Report and Sustainability Report
EROAD Annual Report 20221
Sustainability Report
20
22
Safer and more sustainable roads
We are
EROAD
EROAD Sustainability Report 2022 EROAD Annual Report 202223
Contents
Together with our
customers, partners
& world leading
solutions, we’ll
create safer, more
sustainable roads.
8Message from The Chair
10Materiality Matrix
14Our Community
28Our Environment
48Our People
58Our Commercial Approach
66GRI Index
EROAD Sustainability Report 2022 EROAD Annual Report 202245
SAFER AND MORE
SUSTAINABLE ROADS
EROAD plays a critical role in improving sustainability in the transportation industry. We aim
to bravely solve complex transportation problems, delivering intuitive solutions that help our
customers succeed. This also means using our products to help conserve and improve the
environment, support economic growth and keep our communities safe. In doing so, EROAD
remains a sustainably viable business for all our stakeholders.
EROAD is committed to integrating sustainability into all our business processes and
decisions. Our Net Zero Steering Group is responsible for advancing sustainability
throughout the business. Key members from each department regularly report to the Net
Zero Steering Group on new developments in this space.
Keep our
community safe
• Reduce unsafe driving behaviour
• Ensuring vehicles are safe
• Ensure compliance with local regulations
Over 8,000 customers and
200,000 connected vehicles
We have the opportunity, through our customers in New Zealand, North America
and Australia to improve the community safety, conserve and improve the
environment and support sustainable economic growth.
Conserve and
improve the
environment
• Improve driving behaviour
• Optimise fleets
• Maintain vehicle health
• Reduce fuel usage
• Reduce food waste
• Reduce construction waste
• Reduce waste contamination
• Promote Eco-driving
• Enabling evaluation to transition to low
emission vehicles
Partners
We work alongside our commercial partners, regulators and policy makers to
provide solutions to our customers and advocate for the advancement and
refinement of laws to ensure that they are practical, business friendly, meet
policy, environmental and regulatory outcomes and are future proofed.
Support economic
growth
• Improve fleet productivity & efficiency
• Enable better decision making
through data
EROAD Sustainability Report 2022 EROAD Annual Report 202267
WHERE TO NEXT
Sustainability is core to our business, and as we continue
to make progress towards our net zero strategy we’ll be
focusing our efforts in the following key areas:
Helping customers
measure and reduce
their emissions
EROAD’s net zero product strategy, to be
delivered within the next five years, includes
new solutions and features to support
customers to improve fuel efficiency, provide
tools that will enable better decision making
to reduce carbon emissions and solutions to
help them meet their ESG credentials.
Measuring and reducing
our own carbon footprint
After measuring our emissions through
the Toitu carbon reduce programme, work
is underway on initiatives to reduce our
Category 1 & 2 emissions – such as fuel and
electricity use.
Performance Targets
Performance targets for areas important
to our stakeholders will be provided in the
FY23 Sustainability Report.
EROAD Sustainability Report 2022 | MESSAGE FROM THE CHAIRMESSAGE FROM THE CHAIR | EROAD Sustainability Report 202289
MESSAGE FROM
THE CHAIR
EROAD is a purpose led
company that aspires to create
safer and more sustainable
roads. We have the opportunity,
through our customers and
partners to keep our community
safe, conserve and improve
the environment and support
economic growth. We are
proud to be producing our
inaugural sustainability report to
demonstrate the great work we
are doing in this space already
and to show our commitment to
continued improvement
and advancement.
Sustainability and Sustainability Reporting is a journey,
one which we are committed to and one we encourage our
customers and partners to join us on. Ultimately, Sustainability
is an approach to decision-making, which balances the needs
of the current generations, the need for future generations,
and the health of the natural environment. We are committed
to do the right thing for all EROADers, our customers and the
environment, ensuring that we create a thriving business for
the long run.
This first report takes a major step, through our work with
the Toitu carbon reduce programme, and gives our baseline
emissions for FY22 which is the first step towards TCFD
reporting which we will begin in FY23.
Our Net Zero Steering Group is responsible for advancing
sustainability throughout the business. We recognise that
across all UN Sustainable Development Goals (SDGs) the
transport sector can influence 45% of the targets and a key
part of our future strategy is to continue bringing to market
solutions that support our customers in their own sustainability
efforts, as well as supporting the development of sensible
regulatory frameworks that incentivise the ones that go the
extra mile.
We recognise that we are only at the beginning of our journey
commit and look forward to updating you on the progress, as
well as publishing targets for us to measure, report and drive
improvements in our sustainability efforts going forward in the
FY23 sustainability report.
Graham Stuart
Chairman
EROAD Sustainability Report 2022 | MATERIALITY MATRIXMATERIALITY MATRIX | EROAD Sustainability Report 20221011
EROAD’S KEY STAKEHOLDERS
Customers
Policy Makers, Industry Regulators
and Associations
Investors
EROAD team
WHAT REALLY MATTERS
TO OUR STAKEHOLDERS
During FY21 we completed a materiality assessment which will
provide the foundation for driving future improvements in our
sustainability efforts. EROAD’s materiality assessment process
has enabled us to identify and prioritise the Environmental,
Social and Governance issues that are of most importance
to the business and its stakeholders so our improvement
efforts can be impactful. This matrix was updated in 2022 for
Coretex key stakeholders. There was no material change to the
outcome and our material issues remain unchanged.
MATERIALITY MATRIX
Our
communities
Our
people
Our
environment
Our commercial
approach
Importance to External Stakeholders
Business Impact on EROAD
10
9
8
7
6
678910
Carbon emissions
Safer communities
Health & safety
Data integrity/reliability
Customer relationships
Data privacy & security
Ethical business practices
Talent acquisition & retention
Training & development
Diversity & equality
Sustainable
financial returns
Contribution to public policy
Environmental impact/
Natural resources
Responsible use
of materials
Occupational H&S
MATERIALITY MATRIX | EROAD Sustainability Report 202213EROAD Sustainability Report 2022 12
UNITED NATIONS
SUSTAINABLE
DEVELOPMENT GOALS
The Sustainable Development Goals (SDGs) are the UN’s
blueprint for a more sustainable future for all. These goals look
to create a better world by ending poverty, fighting inequality
and addressing climate change.
EROAD is supportive of the United Nations Sustainable
Development Goals and has determined that the following
seven SDGs are applicable to our business. The seven SDGs
displayed below align closely with our business and are where
we believe we can make a positive difference.
3
Good health
and wellbeing
4
Quality
education
9
Industry,
innovation and
infrastructure
10
Reduced
inequalities
12
Responsible
consumption
and
production
16
Peace, justice
and strong
institutions
13
Climate
action
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20221415
OUR
COMMUNITY
Our goals and aspirations
Reduce serious injuries
and deaths on roads
Improve survivability of
crashes by supporting
our customers to ensure
vehicles are fi t for purpose
Advocate for regulatory
solutions that are sensible
and future proof
Advocate for data-
led decision making in
transport industry to
achieve a sustainable
transportation network
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20221617
Drive buddy
ENCOURAGING SAFER
DRIVING BEHAVIOUR
62%
fewer speeding events in heavy
vehicles with the enhanced features that
Ehubo2 provides
66%
lower speeding frequency in heavy vehicles
with Posted Speed installed
48%
lower speeding frequency in light vehicles
with Posted Speed installed
30%
of EROAD drivers have an average of
5-stars in leaderboard
“Through direct in-cab feedback and leaderboard rankings,
EROAD measures our drivers’ performance against the
industry and gives drivers real-time safety improvements
for themselves, our equipment, and other road users.
Leaderboard tracks speeding, idle time, and harsh braking
and cornering, providing us with an overall picture of how
our drivers are performing. We use that as a tool to identify
where we should focus our training and upskilling, and
we’re using it to develop a driver recognition programme
as well."
Toll
Our Ehubo device acts as a coach inside the cab, providing
real-time feedback to drivers on harsh driving behaviour, and
advising them of the posted speed limit.
All driving data is uploaded to MyEROAD where smart
algorithms build the EROAD Leaderboard and give drivers a
star rating to drive pride and competition for safer driving.
Drive buddy Posted speed Leaderboard
Posted speed
Leaderboard
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20221819
EROAD's Electronic Logging Devices in North America, and
EROAD Day Logbook in New Zealand let drivers easily manage
their hours of service, clearly displaying how much time they
have until their next rest or work period begins. As well as
keeping them compliant, these tools increase road safety and
help to ensure drivers get home safe at the end of their shifts
by ensuring they’re well rested and alert while on the roads.
EROAD’s Clarity Solo & Connected means fleet managers
can see footage, GPS location and driver data in one place in
the event of an incident. EROAD has also integrated Seeing
Machines’ Guardian safety technology into MyEROAD, so
customers who choose to also procure that technology
can have a single interface for managing video telematics,
including driver distraction and fatigue using biometrics.
REDUCING THE RISK OF
DRIVER FATIGUE
Electronic Logging
Devices (ELD)
Logbook
EROAD Clarity Solo
& Connected
Seeing Machines
integration
#1
ELD ranking with 4.4
stars on FreightWaves
It is estimated across
North America 26 lives
are saved, 1,844 crashes
are prevented and there
are 562 fewer injuries as
a result of industry-wide
ELD roll-out
1
90%
reduction in fatigue-
related driving events
with Seeing Machines
8,546
logbook subscriptions
up 33% from FY21
1
FMCSA , estimated based on all competitors ELD roll out
Seeing Machines integration
EROAD ELD
Logbook
“The reason why we're quite hot on the whole fatigue topic
is that we've had around 8 crashes in the last nine months
where another vehicle coming in the opposite direction has
crossed the centre line and struck some portion of our unit
on the road. Two of those were fatal, and in each of those
8 events we can hand-on-heart say our drivers were alert,
responsive and not fatigued or distracted.”
Dynes Transport using EROAD Clarity Dashcam plus
Seeing Machines
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222021
EROAD Clarity Connected, EROAD Clarity Solo and Coretex
CoreVision dashcams record HD footage both inside the cab
and outside which enables organizations to coach drivers and
improve safety outcomes.
Together with accurate telematics data available in the Fleet
Map or Coretex 360, these dashcams can also help exonerate
drivers in the event of an incident where they were not at fault,
protecting drivers from lengthy investigations or fraudulent
claims from third parties.
“The goal was for us to have informed conversations with
our drivers and help them understand how they could
become better and safer. We needed something that would
give us better information. It wasn’t us wanting to be Big
Brother and watch the fl eet and where they were going. It
was more out of concern for people’s safety and wanting to
make sure we’d given our drivers the best tools we could.”
BOC using EROAD Clarity Daschcam
IMPROVING SAFETY AND
EXONERATING DRIVERS
EROAD Clarity
Connected
MyEROAD
Replay
EROAD Clarity
Solo
Fleet map
Coretex
CoreVision
Coretex 360
EROAD Clarity Solo
CoreVision
10% 8,562
reduction in speed by 33% of
vehicles with EROAD Clarity
events reviewed by customers in FY22
4,344 513
dashcams installed across
549 customer fl eets in FY22
events resulted in driver coaching this year
“It’s amazing how much reassurance having that
footage gave our driver. Someone who’s been involved
in an incident doesn’t need to dwell on it for a fortnight
while we work through an investigation. If we can close
it out in a matter of hours, that’s a great outcome for
the business; that’s a cost savings for us. That’s hours
and hours of investigation that doesn’t need to happen
and almost instant relief for the driver concerned, their
manager, and our health and safety team.”
BOC using EROAD Clarity Dashcam
EROAD Replay
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222223
Our fleet maintenance tools reduce the risk of drivers going
out in un-roadworthy vehicles. Standardised pre-start
inspections can be easily completed by drivers using EROAD
Inspect and Coretex DVIR Checklists, and defects can be
quickly reported. Fleet Managers can also manage regular
servicing and preventative maintenance through MyEROAD
Fleet Maintenance.
907,632 1,482
inspections conducted in 2021customers using fleet maintenance module
4.4% 42,452
of inspections identified unsafe-to-drive
trips to enable customers to take
appropriate action
vehicles are managed using fleet
maintenance module
Our CaRA is designed to send an alert if a rollover or
collision is detected, and with the help of EROAD Satellite
Communications it can get the message out even if the driver
is outside of cellular coverage.
CaRASatellite
Communications
MANAGING AND
PREVENTING PROBLEMS
WITH VEHICLE SAFETY
RESPONDING TO
EMERGENCIES
KNOWING WHERE DRIVERS
ARE AT ALL TIMES
Drivers spend long hours on the road alone, often in remote
locations. MyEROAD FleetMap gives fleet managers visibility
of where they are at all times, and if they’re out of cellular
coverage then Satellite Communications can send location
data back to MyEROAD every 10, 20 or 60 minutes (depending
on plan).
MyEROAD
FleetMap
Satellite
Communications
100% Iridium Satellite network coverage
vs 15% cellular coverage of the planet
InspectMyEROAD
Fleet
Maintenance
Coretex DVIR
Checklists
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222425
In 2022, we renewed our contract with Downer New Zealand – our largest ANZ Enterprise customer. Since starting out with
1,000 units in 2016 to provide electronic RUC and basic tracking, they’ve now grown to over 5,600 units on the Safe Driver Plan.
Downer NZ also recently added more products including a subscription to EROAD Analyst, EROAD Inspect and In-cab pre-Trip
Comms and service alerts.
Together with EROAD, Downer New Zealand has moved from a manual, reactive approach to fl eet management to one that’s
proactive, strategic, and streamlined.
“EROAD is integral to how we manage our fl eet. Over the
last fi ve years we have seen our average driving events
reduce by 93.8%. We are excited about continuing this
successful relationship and the upcoming enhancements
we will bring for the safety of our people on the road.”
Josh Hedley, Fleet Manager, Downer New Zealand National
All Vehicles
Reduction in Frequency of Speed- In Response to In-Vehicle Feedback
Average Speed Events per 100km travelled against Fleet Size
Heavy VehiclesLight Vehicles
Drive Buddy
& Driver ID
Posted Speed
Drive Buddy
Posted Speed
6K
4K
2K
0K
2017
2017
2018
2018
2019
2019
2020
2020
2021
2,000
1,500
1,000
500
0
2017201820192020
4K
3K
2K
1K
0K
Drive Buddy
Posted Speed
REDUCTION IN FREQUENCY OF SPEED IN RESPONSE TO IN-VEHICLE FEEDBACK
Average Speed Events per 100km travelled
WORKING WITH DOWNER
NEW ZEALAND TO IMPROVE THEIR
DRIVER SAFETY OUTCOMES
EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222627
EROAD's Global Market Development team works alongside
regulators and policy makers to advance and refine regulatory
laws and rules that are future proof, as well as practical,
business friendly, meet policy and regulatory outcomes. By
providing a bridge between the industry and the regulators,
EROAD enables industry-accepted high-quality solutions to be
delivered to the market that, in turn, accelerate the move to a
safer, greener and more productive world.
THOUGHT LEADER IN ROAD FUNDING
In New Zealand, EROAD engages with the Ministry of Transport
and a range of other government agencies, sharing our
experiences and providing insights to support regulatory
change. In FY22, EROAD was especially involved with work
looking at the sustainability of the road funding system,
including: Ministry of Transport work on the future funding
system and early investigations of possible changes to the RUC
system; the Parliamentary inquiry into Auckland congestion
pricing; and Infrastructure New Zealand’s exploration of road
pricing. Climate change was also a significant topic for policy
investigation. We contributed to the Ministry of Transport’s
investigation into the decarbonisation and transport, and the
Climate Change Commission’s draft recommendations to
government and subsequent development of the first Emissions
Reduction Plan.
In North America, EROAD is deeply involved in research on
future sustainable transportation funding solutions including
with the Federal Highway Administration, the American Trucking
Association, the Mileage Based User Fee Alliance, the Eastern
Transportation Coalition, federal and state governments.
In 2021 EROAD completed the 1st National Truck Pilot in the
US in partnership with the Eastern Transportation Coalition to
study RUC as a replacement for the fuel tax. EROAD is further
deeply involved in key global associations like the International
Bridge, Tunnel and Turnpike Association (IBTTA) and the
International Road Federation, where Nina Elter (EROAD’s SVP
Global Market Development) serves on the executive committee
of the board as well as chair of the RUC Committee providing
thought leadership and experience from lessons learnt across
the globe. A recent development was the establishment of the
RUC4 Sustainability Taskforce, which has been launched at the
Intertraffic Amsterdam in March 2022 and aims to highlight the
opportunities and challenges beyond funding.
OUR CONTRIBUTION TO
INFRASTRUCTURE PLANNING
EROAD's Road Network Insights team is deeply involved in
transportation projects. Working with stakeholders to provide
aggregated and anonymised data to support decision-making.
Councils, universities, and governments lead these projects to
understand better how vehicles are using our network and how
to make roads safer, more sustainable, and more productive for
all road users.
In the United States, the Texas Department of Transportation
engaged EROAD to understand travel patterns across the state.
Understanding these patterns is essential to ensure that proper
infrastructure supports freight movements.
The Texas Transportation Institute worked with EROAD to
identify how parking facilities are being used and determine
if they are sufficient to support drivers when required to take
breaks. EROAD assisted Oregon State University with a model
to assess the impacts of roundabouts vs traffic signals on freight
movements in Oregon. Oregon Department of Transportation
now has more information to make better data-driven decisions
about future infrastructure choices.
In New Zealand, EROAD has provided data to support the
identification of curves on the road network that potentially
raise the risk of a crash. In terms of productivity, EROAD has
provided origin destination data and route usage to local and
central government departments to support understanding of
freight movements.
Hamilton City Council wanted to understand the most used
freight routes through their city and where vehicles are stopping
on the road network. Tauranga City Council needed to integrate
truck movements into the Tauranga Transport Model refresh,
Waka Kotahi wanted to understand the route decisions being
made in several New Zealand regions. Te Manatū Waka - Ministry
of Transport has engaged EROAD to provide anonymous and
aggregated data on truck movements to support examining the
impacts of transport system changes in a unified and systematic
manner. For instance, how new infrastructure or road pricing
affects travel behaviour and assessing social and environmental
impacts of such changes.
CONTRIBUTION TO
PUBLIC POLICY
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20222829
OUR
ENVIRONMENT
Our goals and aspirations
Provide customers insights
into their fl eet emission
performance and the area
of impact. Empower them
to take targeted actions
to decarbonise
Improve our customers’
fl eet utilisation and fuel
effi ciency to reduce
their emissions
Reduce food, construction,
industrial wastage and
reduce contamination
Operate effi ciently and
sustainably to optimise
EROAD’s emissions across
our suppliers, contractors,
and staff members
Support government net
zero targets
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223031
ENCOURAGING EFFICIENT
DRIVER BEHAVIOR TO
REDUCE FUEL USAGE
Reducing fuel usage is crucial to
reducing emissions. It also makes
business sense as it’s one of
the biggest costs for transport
operators (especially so in
the current macro-economic
environment which has seen fuel
prices rise signifi cantly). EROAD
has a number of products that
help customers manage their
fuel usage.
Fuel management
Our fuel management product links fuel cards to MyEROAD so
fl eet managers can keep track of exactly how much fuel their
fl eet is using.
IDLE reports
IDLE reports can be used to coach drivers around when it’s
best to turn off the ignition and save fuel.
Route optimisation
Route optimization helps fl eet managers to manage and plan
the most effi cient routes for their drivers.
Precooling analytics
Using EROAD’s automated pre-cooling detection analytics,
fl eet managers can track how many diesel seconds have
elapsed in achieving precooling. This information can be used
to increase operational effi ciencies in trailer compartment
management and switch-on time, closing expensive gaps that
may exist and lowering fuel costs.
Reefer Fuel Sensor
The Location Effi ciency Report helps users understand the
behaviour of their vehicles in diff erent places. Key insights relating
to diesel vs electric runtime are surfaced to assist in electrifi cation
effi ciency eff orts. This is made possible with EROAD engine
seconds interpolation computed on our edge gateways. Users save
fuel, discover places of unrecognised detention, identify storage
usage and track vehicle site behaviour for delivery insights.
Drive Buddy, Leaderboard and EROAD Assist
Driver behavior can have a signifi cant impact on effi ciency
and fuel consumption. Our suite of products are designed to
not only encourage safer driving behavior, but also to improve
effi ciency, reducing unnecessary fuel burn from speeding or
harsh acceleration.
“We are very big on using EROAD to monitor and manage
driver speed. If you have a driver travelling at 10km faster
than the posted speed limit – which is easily done – they’re
going to be using more fuel, and risking safety.”
Paul Farnan, Operations Manager, Refrigafreighters
Drive buddy Leaderboard EROAD Assist
driver app
6.2%
less fuel used by drivers who consistently
achieved 4 or 5 stars on EROAD’s
Leaderboard in FY22
“By being able to monitor idling using EROAD Idle
reports, Foodstuff s was able to make fuel savings of 4%
over less than four months.”
Foodstuff s, New Zealand
"In 2021, we partnered with EROAD to boost
environmental and safety outcomes through
application of the latest in-vehicle monitoring
technology [...] The EROAD upgrade is complemented
by driver awareness training to teach the environmental
benefi ts of reducing idling and turning engines off
when possible. In six months of the EROAD upgrade,
idling has been reduced by 8% per 100 vehicles"
Ventia 2021 Sustainability Report
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223233
When it comes to reducing emissions, there is no room for
a one size fits all mentality. Besides vehicle replacement,
transport operators and fleet managers could reduce
their emissions and save costs on fuel by focusing on fleet
efficiency and optimisation, including driver behaviour, route
optimisation, fleet data analysis, and performing a stock take
on their current fleet.
Fleet utilisation
Fleet managers can’t afford to have under-utilised vehicles in
their fleet. Utilisation reporting provides data that can be used
to support fleet audits, and determine where vehicles can be
removed, upgraded or replaced by zero-emission alternatives.
EROAD BookIt
EROAD BookIt helps maximise fleet efficiency by providing an
intelligent booking tool for shared pool vehicles. Making the
most of an entire fleet is not only good for business, it’s also
good for the planet. Customers can increase vehicle utilisation
according to specific fleet goals. By selecting rules around
what vehicles appear first, customers can guide bookers
towards the right vehicles for them and the fleet. For example,
by selecting to show all available electric vehicles first to align
with emission reduction targets.
EROAD Analyst
EROAD Analyst allows our customers to harness their fleet
data to help their business perform better, reduce emissions
and improve safety outcomes. Our customers can customise
their own dashboards based on specific requirements,
including safety and utilisation metrics, ensuring accurate
time keeping by cross-referencing logbook data with vehicle
use, and informing more profit-focused business decisions
by combining EROAD data with financials in route and
vehicle level profit and loss reporting. This in turn enables our
customers to make data-driven decisions when optimising
their fleets.
Automatic Job Statusing
Efficient fleets make full use of all their assets and vehicles.
Automatic Job Statusing can helpfleet managers make better
decisions and improve utilisation, by seeing the status of each
of their assets, whether ticketed, en route, on site, pouring, or
traveling back to plant. If a truck hasn’t been given a new job,
or time to allocate new jobs is too long, decisions can be made
to better utilise the fleet and save on fuel and resources.
OPTIMISING FLEETS
“EROAD is helping us manage our fleet better. We can
capture fuel usage, so we can see if a truck is suddenly
using more fuel than normal. We can run utilisation
reports so we can see when a vehicle’s actually starting
to cost us more in terms of repairs and maintenance
compared to kilometres travelled, operational hours and
fuel usage. Utilisation reports also provide quality data to
indicate if the truck is required in that region or could be
moved to another branch that can utilise it better.”
Envirowaste
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223435
REDUCING FOOD WASTE
WITH OUR REFRIGERATED
TRANSPORT SOLUTIONS
In the United States, food waste is estimated at between
30-40 percent of the food supply. Ineffi cient cold chains can
contribute to unnecessary food wastage and greenhouse
gas emissions. Our refrigerated transport solutions with
remote start/stop, two-way commands and continuous
real-time temperature monitoring allow operators to meet
their operational and food safety goals, reduce product loss,
optimise fuel burn and improve equipment utilisation .
Coretemp Route and FSMA Product Compliance
EROAD has evolved cold chain transportation assurance by
creating a collaborative, real-time route tracking platform for
both the Carrier and Shipper. Coretemp creates assurance,
transparency and consistency with simulated product
temperature thresholds and route compliance metrics surfaced
in real-time during transportation and backed with interactive
compliance reporting.
Effi ciency Insights and Change Maintenance
EROAD Cold Chain 360 uses industry aligned metrics and
real time notifi cations to facilitate genuine change in fl eet
performance. In depth analytics allow vehicle, fl eet and
national performance tracking in key areas: utilisation, pre-
cool, fault severity, shutdown avoidance, and other relative
vehicle effi ciency measures. By setting appropriate goals and
SOP's confi gurable vehicle alerting thresholds reduce cost and
wastage - fault code severity, tiered temperature alerts, low
fuel, low battery, door open timers, pre cool duration, arrival
notices with temperature data.
Coretemp
“Data harvested by the units has given us a valuable
look at our cold chain performances during transport.
Using the trailer return air data for predictive analytics
has been a game changer for GSF and has positioned us
as industry leaders. By using the solution as part of our
new predictive product temperature monitoring process
we were able to save about $50,000 per month by not
requiring drivers to probe product at each stop.”
Golden State Foods Corporate Quality
Systems Director – Logistics
“The solution has proven to be a reliable provider of real-
time information that supports effi cient operations and
safely protects the integrity of our customers’ cold chain.”
COO and Co-founder Tiger Cool Express
“The algorithm works fl awlessly. Everyone wants to make
sure they know that the core temperature of their products
is compliant. Being able to build on air temperature reading
by receiving actual product temperature will allow us to
communicate to our customer that they are receiving the
highest quality of product every time.”
General Manager, QCD
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223637
REDUCING WASTE AND
IMPROVING EFFICIENCY WITH
CONSTRUCTION SOLUTIONS
In 2018, the Environmental Protection Agency estimated that
the USA’s construction sector generated 600 million tons of
construction and demolition waste – more than double the
amount generated from municipal solid waste. This is not only
a signifi cant loss of resources, but also increases the total
environmental impact of the sector.
EROAD’s construction solutions help reduce construction
and industrial wastage. Through a connected network of
wireless sensors, compact hub, driver tablet and business
dashboards, EROAD has engineered the complete solution
for construction projects both on and off the site. Capturing
rich data throughout every step of the workfl ow ensuring
customers, drivers, dispatch and management remain
informed, and make decisions that reduce waste, increase
safety, and maximise productivity.
Concrete Assurance
Our customers can count every rotation, measure every drop
of water, and maintain accurate digital records showing they
delivered to their customer's requirements. Smart drum
sensors provide customised alerts at start, stop, fast mix,
regular, and pour. Accurate geo-fencing also allows customers
to quickly and easily locate truck-in-front to reduce wait times
on site. It's the concrete assurance every project needs, helping
to reduce wastage and improve effi ciency.
Reduce on-site wait times
Precision pouring
REDUCING CONTAMINATION
WITH OUR WASTE &
RECYCLING SOLUTIONS
EROAD’s waste and recycling solutions help reduce
contamination. EROAD’s Smart Waste solution off ers
sophisticated proof of service functions along with a suite
of in-cab applications and the eRoute Management toolkit.
The benefi ts include more effi cient routing, fewer driver
distractions, better customer service, fewer missed stops
and costly call backs. Plus, EROAD’s modular off ering lets
customers scale the solution into the future.
Missed stop identifi cation
Exception recording
Commercial and Residential Waste App
Radio-frequency identifi cation technology systems
Multiple real-time remote service verifi cation methods
including route coverage, service (lift arm) events, RFID and
manual (driver) statusing. In recycling, if there are signs of
contamination then the reporting data can be provided to
cities to communicate with people that are not meeting
standards. This can help reduce contamination by educating
people on what can and can’t be recycled.
Smart Routes
Smart Routes allows drivers to run the optimal route, leading
to fewer runs and more effi cient fuel usage. It also provides
a paperless solution for route sheets and turn-by-turn
navigation, reducing paper and boosting effi ciency.
Missed stop identifi cation
Missing a stop can be costly for haulers, it also creates more
emissions to complete the same number of pick ups. With
our waste solution, customers can easily identify missed
stops before the end of a route and help drivers to complete
routes effi ciently and on time.
Exception recording
On the spot driver recording of blocked or contaminated
carts and other service anomalies helps further reduce the
risk of contamination.
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223839
WELL MAINTAINED
VEHICLES ARE
EFFICIENT VEHICLES
Vehicles that are well maintained are not only safer, they can
also be more effi cient. Things like tyre wear and pressure can
impact the fuel usage of vehicles.
Inspect
EROAD Inspect provides a standardised method for drivers
to carry out pre- and post-trip inspections and alert fl eet
managers of any wear and tear or defects occurring.
MyEROAD Fleet Maintenance
Through MyEROAD Fleet Maintenance, the fl eet manager can
ensure all vehicles have regular servicing and maintenance
scheduled in advance to keep them roadworthy and in top
working condition, further helping with effi ciency.
“Going paperless has been a big focus for
Refrigafreighters. With tools like EROAD Inspect, we can
carry out inspections quickly and easily, and it’s digital
and fully automated. That’s a huge benefi t in itself."
Paul Farnan, Operations Manager, Refrigafreighters
13,309
Inspect subscriptions as at 31 March 2022
“The Service module has allowed me to build cases for
replacement because it’s all there at the touch of a button.
Every invoice is stored in there, so I know exactly what
we’re spending on each vehicle, and what we shouldn’t be
spending on each vehicle as they get older.”
Foodstuff s
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224041
SUPPORTING
NEW ZEALAND’S
TRANSPORT SECTOR
TO DECARBONISE
The Transport sector accounts for 21% of New Zealand’s
greenhouse gas emissions. Zero emission vehicles are still
in development. Without data, operators are unable to fully
understand the operational and cost implications on their
business by switching to zero emissions vehicles. To support
New Zealand’s decarbonisation efforts, EROAD is involved in a
number of key projects.
NEW ZEALAND’S FIRST-OF-ITS KIND
ZERO EMISSIONS TRUCK TRIAL
In November 2021, EROAD supported Fuso New Zealand
and Auckland Transport in the country’s first-of-its kind zero
emissions truck trial. Over 12 months, EROAD will collect data
from the five 100% electric FUSO eCanter trucks being trialled
by Mainfreight, Bidfood NZ, Toll Group, Owens Transport and
OnGas to provide insights on truck usage, EV data and driver
behaviour. Fleet managers and businesses want to know what
it really takes to run electric trucks as part of a commercial
fleet, and the trial will help them do this.
EROAD’S HEAVY VEHICLE
DECARBONISATION TOOL COMING SOON
EROAD has been awarded partial funding from the Energy
Efficiency & Conservation Authority (EECA) Low Emission
Transport Fund to develop a Heavy Vehicle Decarbonisation
and Recommendation tool.
While the electrification of New Zealand’s vehicle fleet is
increasing rapidly, low or zero emission vehicle options are still
limited for heavy fleets. The tool we’re creating will support
transport operators to assess all viable options for reducing
their heavy vehicle emissions.
EROAD has an extensive real-world telematics and driving
behaviour dataset that covers over 50% of the diesel vehicles
on NZ roads, 36,000+ heavy vehicles traveling 44 million
km per week. The Heavy Vehicle Decarbonisation and
Recommendation tool will leverage this reliable and effective
dataset to generate actionable insights.
SUPPORTING THE NZ GOVERNMENT’S
CARBON NEUTRAL PROGRAMME
In 2020 the New Zealand Government established the Carbon
Neutral Government Programme, a long-term programme that
aims to make a number of government organisations carbon
neutral from 2025. To advise government agencies through the
transition to carbon neutrality, EROAD has joined the Ministry
of Business, Innovation & Employment’s Fleet Audit Panel
alongside other fleet optimisation experts.
To meet the target from 2025, initial fleet audits need to be
carried out by 2023, allowing time to put fleet optimisation
plans into action. One council that has used EROAD’s data for
its fleet audit, and subsequent optimisation plan is Hutt City
Council in Wellington. When it hired consultants to perform
a fleet utilisation analysis in 2018, EROAD’s data really came
into its own, providing the council with information such as
how far each vehicle travelled and how much time they were
parked up. In 3 years, as well as reducing its overall fleet size,
the council has electrified 25% of its fleet - and that number
continues to rise.
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224243
INTERNATIONAL ROAD FEDERATION
(IRF) TASKFORCE: ITS FOR CLIMATE
IMPACT MITIGATION
In November 2020, the International Road Federation
established an Intelligent Transport Systems and Services (ITS)
for Climate Impact Mitigation Taskforce with the aim to build
knowledge among road transport stakeholders from public
and private sectors and to identify appropriate, feasible and
effective decarbonisation measures. The Taskforce’s work
includes a comprehensive review of existing ITS solutions
and their impact, and their potential contribution to reduce
substantially the carbon emissions due to road transport. Nina
Elter, EROAD’ s SVP Global Market Development is part of
the Taskforce.
In November 2021, the initial report ‘ITS for Climate Impact
Mitigation’ was released. The report included a comprehensive
review of existing ITS solutions, their impact and potential
contribution to reduce substantially the carbon emission due
to road transport. The ITS industry, in close cooperation with
transport authorities and road operators, has been developing
knowledge from operational case studies in different regions
of the world that give concrete evidence on the potential of
ITS in contributing to emission reduction and therefore in
helping the road transport community in meeting climate
impact mitigation targets.
According to the report, road transport stakeholders from
public and private sectors have a major role to play in
transforming road infrastructure towards drastic emission
reduction by 2030. ITS and enabling Information and
Communication Technologies (ICT) has been very successful
in the last decades in delivering key solutions to improve road
safety and traffic efficiency. Transport infrastructure is essential
to sustainable development and to regional, national and
transnational cooperation and can improve a region's global
competitiveness.
However, the transport sector is also one of the largest
sources of greenhouse gas (GHG) emissions, largely driven
by the fact that fossil fuels remain the dominant source of
energy consumption in transport. The sector is responsible for
approximately 16% of global GHG emissions, making it the third-
largest contributor to GHG pollution after energy and buildings.
In addition, the ITF Transport Outlook 2021 predicts that global
transport activity is expected to more than double by 2050,
due to population growth and economic development and
traffic emissions are expected to rise by 16% compared to
2015 - even if existing commitments to decarbonise transport
are fully implemented. Any currently expected emissions
reductions will be more than offset by the increased demand
for transport, which would overshoot the levels needed to
reduce global warming by 1.5% by about 3 times.
This report highlights a suggested “top 10” of ITS tools for
decarbonising roads, transport and mobility.
Criteria for their selection include:
Top 10 Solutions
1. Smart road user charging and tolling
2. Access control
3. Collective mobility and MaaS
4. Parking guidance – reducing parking search and
traffic circulation
5. Congestion management and incident detection
6. Speed management
7. Trucks and logistics (highlighting telematics)
8. BEV charging facilities open standard for reservations
9. Environment optimised traffic management
10. Driver behaviour (eco-driving)
The work of the taskforce will continue in 2022 with the
ultimate goal of establishing an ITS for Climate Impact
Mitigation Alliance, a global knowledge base and collaboration
workspace where road transport stakeholders from the public
and private sector can share their commitment and unite their
efforts in the deployment of emission cutting ITS solutions to
achieve environmental sustainability for road transportation.
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224445
MEASURING AND
REPORTING ON OUR
COMPANY IMPACT
In FY22, EROAD joined the Toitu carbonreduce programme
and subsequently became certifi ed in May 2022 after
completing our base year emissions report. Undertaking this
process involved measuring and reporting on EROAD’s carbon
emissions and considering our company-wide reduction plan.
Our base year emissions report has provided us with the data
we need to understand our company emissions profi le. We
can assess this by emissions category and by area of operation
(New Zealand, Australia, and North America). EROAD’s total
company emissions (excluding Coretex entities) for FY22 were
17,766.18 TCO2e (tonnes of carbon dioxide equivalent).
Category 4 emissions are clearly our most signifi cant emissions
source and, although we were not required to report on these
as part of the Toitu carbonreduce programme, we considered
these emissions to be integral to our emissions profi le and so
sought to capture them in our reporting. Category 4 emissions
are indirect emissions from products and services used by
EROAD. We took a cash spend approach to determine our
Category 4 emissions for FY22 and this approach led to the
inclusion of manufacturing emissions from our hardware
2
Category 1 emissions are indirect emissions and removals such as transport fuels
including petrol and diesel.
3
Category 2 emissions are indirect emissions from imported energy such as
electricity use.
suppliers, emissions resulting from our data storage, and
emissions pertaining to other business activities such as legal
and fi nancial services.
The Toitu carbonreduce programme requires us to commit to
reducing our Category 1
2
and Category 2
3
emissions in FY23.
These relate to transport emissions, including petrol and diesel,
and emissions from imported energy (electricity use). EROAD
has recently acquired 14 new EVs and is investigating a change
to our vehicle procurement policy to give rated fuel effi ciency
and/or alternative low emissions fuel options. We are also
exploring the possibility of fi ltering vehicle recommendations
within Orbit Travel (EROAD’s travel provider) so that the
lowest emission options are displayed fi rst. Another way in
which we are reducing our emissions is by greater use of
virtual customer meetings and by continuing our company
culture of promoting virtual meetings where practicable.
In FY23 we will be running an internal “Switch it Off ” campaign
within the company offi ces and EROADer home offi ces. This
campaign is intended to raise awareness and promote a
reduction in our Category 2 emissions.
Company emissions across all our areas of operation were
captured in our base year report, however emissions relating
to the Coretex entities were excluded from the FY22 Report.
EROAD will look to capture carbon emissions from the entire
EROAD Group in FY23, following completion of the
integration process.
In FY23 we hope to engage and further collaborate with our
suppliers on sustainability matters. This engagement should
have a positive eff ect on our data quality objectives which will
in turn support our reduction plan.
TCFD
The new Financial Sector (Climate-related Disclosures
and other Matters) Amendment Act is now in force, with
mandatory reporting triggered in January 2023. The Act
aims to ensure that listed entities like EROAD are routinely
considering the eff ects of climate change. EROAD will be
required to prepare an annual climate statement from 2024.
EROAD is supportive of this legislation as a higher level of
understanding will naturally help us transition into being a
more sustainable company, feeding directly into our company
purpose. Our work with Toitu is an important fi rst step in
preparing for our disclosures under the new Act and we will
begin compliance in our FY23 sustainability report.
16,711
refurbished units in FY22
14,000
batteries were recycled in FY22
Coretex-branded
products are now
being recycled
0
2000
4000
6000
8000
10000
12000
14000
16000
18000
Emissions (tCO2e) by category
130.5235.31
1620.46
15979.89
Category 1:
Direct
emissions
Category 2:
Indirect
emissions
from
imported
Category 3:
Indirect
emissions from
transportation
Category 4:
Indirect
emissions
from products
used by
organisation
Responsible material use is geared towards an improved
sustainability profi le associated with raw material use
throughout the product lifecycle; from product design
and manufacturing, packaging, product use, maintenance,
refurbishment, through to end-of-life treatment.
Firstly, the maintenance of existing and creation of new
product and service off erings through our SaaS platforms
and our mobile applications negates the need to produce
additional ‘tangible’ hardware, thereby vastly reducing the
potential environmental impact as we grow.
In instances where we are dependent on hardware, EROAD
strives to reduce material consumption by upstream suppliers.
EROAD’s supply chain varies depending on the product and
componentry; and is sourced locally and internationally.
Apart from short-term mitigation of global supply chain
challenges, EROAD manages inventory levels in accordance
with client-driven demands, reducing excessive stockpiling of
hardware as much as reasonably practicable.
Shipped products are accompanied by short form hard copy/
printed installation guide with the bulk of the supporting
information available online.
When EROAD’s products need to be repaired, exchanged,
retired or decommissioned, EROAD makes every eff ort to
collect the devices and reuse components (such as the printed
circuit board (PCB)) that are inherently valuable. Components,
casings, screens and peripherals that are no longer usable, or
are damaged through wear and tear or do not meet EROAD’s
product quality standards are sent for recycling.
In ANZ the swap out, collection and return of devices is chiefl y
done through EROAD’s installer network. Whereas in North
America, where self-installation predominates, the customer is
responsible for returning the devices to EROAD.
All our end-of-life units that we can’t refurbish are sent
through to Computer Recycling, who is New Zealand’s No.1
recycler for electronic devices. This includes the batteries. Of
our total number of units refurbished, 72% by value is reused
as components.
RESPONSIBLE USE
OF MATERIALS
EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224647
THE ROAD TO SUSTAINABILITY:
OUR INAUGURAL SUSTAINABILITY
SENTIMENT SURVEY
Across Australia and New Zealand, mandated regulations
around sustainability reporting differ for businesses by
country. As each Government sets its own Net Zero Emissions
timeframes, it is likely regulatory and reporting requirements
on sustainability efforts will increase in the near term.
At EROAD, our customer base includes industries which
are typically high GHG emitters. We’re uniquely placed to
understand how ready these businesses are to respond to
any shift in sustainability reporting and regulation, and the
challenges they’re facing.
In mid-2021, we surveyed 1,134 business decision makers across
Australia and New Zealand in our first ever sustainability
sentiment survey. We intend to use this report as a launchpad
to bring sustainability to the forefront of the conversation
when discussing transport carbon footprint emissions. This
will help us further our sustainability efforts within the
transport industry.
42%
of businesses don’t currently report on
sustainability goals
42%
of businesses are challenged by the
associated costs, lack of tangible value
and prioritisation
37%
of all light fleets are expected to be fully
electric or alternatively powered by 2025
21%
of all heavy fleets are expected to be fully
electric, hydrogen or alternatively powered
by 2025
FLEETS WILL BE GREENER BY 2025
In Australia, transport accounts for 17% of GHG
emissions, and in New Zealand, GHG emissions from road
transport represent 21% of total emissions. In our survey,
37% of all light fleets and 21% of all heavy fleets expect to be
fully electric or alternatively powered by 2025. To support
customers on their sustainability journey, we’ve worked with
industry experts to put together helpful resources as they
consider the options available, such as:
“Hydrogen is the equivalent to the horsepower of a
bigger vehicle. It's a real alternative for people to consider
for long haul. That's where it separates itself from the
battery electric. These types of vehicles can travel
between regions, they can go where electric vehicles
can't, they really open the door for long haul freight.”
Hamish Quinn, TR Group
Greening your fleet: undertaking the journey to EVs
From cost metrics to onboarding, we provide what fleet
managers need to get started.
What’s the alternative: a guide to reducing emissions for
heavy and mixed fleets
Whether it’s vehicle replacement, fleet optimisation or
improving efficiency, we lay out the alternatives for fleet
managers to reduce emissions today.
EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20224849
OUR
PEOPLE
Our goals and aspirations
An inclusive, collaborative
engaged culture aligned to
our values and vision
Remuneration and
benefi ts that recognise
performance and support
attraction and retention
Good talent pipelines
and career progression
opportunities for current
and potential EROADers
Leaders with the
capability, tools and
empowerment to lead
OUR PEOPLE | EROAD Sustainability Report 202251
OUR PEOPLE
At EROAD our people are our top priority. The health and
wellbeing of our team is crucial - so is how staff feel about
their place in the organisation and the value they bring. It’s all
about people - not simply because their success is paramount
to our business success, but because at EROAD we do what’s
right and focus on the safety and wellbeing of our people.
FY22 and COVID-19 has brought with it a number of new
challenges as our team dealt with significant uncertainty
and change through having to operate under lockdown, a
major merger with Coretex and leadership change. On top
of this we are operating in an incredibly tight labour market
so EROAD’s employer brand is more important than ever as
we look to retain and attract new talent to drive our growth
strategy forward. We believe our strong culture and focus on
people helped navigate us through these issues well; but, as
we head into FY23, there will be continued focus on change
management as we merge the EROAD and Coretex cultures
together to create an engaged and aligned EROAD 2.0. For
FY23 our key focus areas will be positioning EROAD as an
employee of choice and continuing to improve the capability
of our leaders.
OUR VALUES
We do what’s right
We put customers at the heart of what we do.
We look after our people and put their safety & wellbeing first.
We focus on delivering quality outcomes.
We play as a team
We all play for the same team and that includes our customers and partners.
We value & respect diverse opinions and we work together to overcome challenges.
We embrace our differences and celebrate what makes us unique.
We learn & grow
We listen to learn.
We own & learn from mistakes, choosing to hold a growth mindset.
We believe that curiosity fuels successful innovation.
We get it done
We do what we say we will.
We prioritise to deliver the most important outcomes.
We take ownership and work together to get to a solution.
76%
EROADer’s recommend EROAD as
a great place for work (FY21: 83%)
83%
EROADer’s feel that EROAD is an inclusive
workplace where they can be themselves
(FY21: 83%)
EROAD Sustainability Report 2022 | OUR PEOPLE 50
EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20225253
REWARD AND RECOGNITION
Reward and recognition goes further than an employee’s base
salary and short and long term incentives (which you can
read about on pages 116-137 of your FY22 Annual Report). At
EROAD we enrich our company culture and improve employee
engagement through peer to peer initiatives such as an online
reward platform, Bonusly, and through the quarterly EROAD
Awards programme.
• 232 nominations for EROAD Awards
• 17,097 Bonusly recognition messages
• $3,865.20 donations to charities through Bonusly rewards
Thirty seven staff were recognised for their contribution to
EROAD throughout the financial year with a one-off award
of EROAD shares. These recipients were nominated by the
executive team for their exceptional contribution to EROAD
during FY22.
TRAINING AND DEVELOPMENT
EROAD is committed to working with, and retaining, talented
and capable people. We invest in the training, development,
and wellbeing of our teams across the globe.
Leadership development
• With more than 100 managers across the business,
EROAD is committed to ongoing capability building and
development of emerging leaders, through an intensive
six-month experiential programme.
• In FY22 and 23 three cohorts will have completed EROAD’s
Leadership Programme (ELP), seeing 75% of EROAD people
leaders become graduates.
Training and education
In FY22, we:
• Supported our product engineering and development team
with a review of our agile work approach and the recruitment
of a permanent agile coach.
• Engaged specialist external course providers to upskill and
support teams including specific training in Customer Service
and Sales Training, Lean Six Sigma, and Business Intelligence.
• Launched a new refreshed mandatory course “Privacy at
EROAD” which sits alongside other mandatory courses: health
and safety, data security, and onboarding.
• Launched new eLearning module ‘How to write a Development
Plan at EROAD.’
• Started development on a new e-learning platform Workday
which aunched in FY23 and has been incorporated into a new
human resources information system.
Career development
• Work continued to increase career pathway opportunities
within the engineering team.
• EROAD’s managers continued to conduct regular
developmental one-to-ones with team members,
ensuring everyone has the opportunity to develop their
careers at EROAD.
• EROAD invested in leading human resources software
in 2022, enabling a greater quality of developmental
conversation to take place across the business.
ATTRACTING NEW TALENT
It is always a top priority to attract and welcome new talent to
the EROAD team. FY22 saw us build on new initiatives from
previous years.
Intern Programme
• EROAD attracted more than 200 high calibre applicants
in FY22. The 10 successful interns enjoyed an immersive
experience within EROAD’s product development and
engineering team gaining vital hands-on experience. Six of
these interns will join EROAD as new graduates.
Targeting future graduates
• In July EROAD attended a careers expo at the University
of Auckland to promote tech industry opportunities within
New Zealand.
Scholarship
• Launched in 2015, EROAD awards an annual scholarship of
$5,000 to Māori and Pacific students studying computer
science, data science, information systems or software
engineering. This year’s scholarship recipient went to
University of Auckland student Moemaitawhiti Moore who
is studying for a Bachelor of Commerce and is passionate
about engineering and marketing.
Immigration status
• EROAD retains Immigration NZ employer status.
EROAD’s people are the heart of the business, and we are
committed to providing a diverse and inclusive workplace.
EROAD celebrates diversity and promotes an inclusive culture.
It is our diversity – our people represent 29 countries – that
makes EROAD what it is today. EROAD compares favourably
to both the transport and technology sectors for female
representation at both non-manager and manager levels.
EROAD is committed to encouraging and supporting female
leaders. Flexible work arrangements, parental leave and
leadership development opportunities are just some of the
ways that EROAD supports its female employees.
CREATING A SENSE OF BELONGING
THROUGH OUR WISH COMMITTEE
The WISH (Wellbeing, Inclusion, Social & Health & Safety)
committee is a team of enthusiastic volunteers from across
EROAD. With a drive to bring everyone together as one team,
no matter their geographic location, the WISH committee
organises events, activities and celebrations throughout the
year, so the team can connect, celebrate, meet new staff
members, and have fun.
EROAD is a diverse team and the WISH committee’s activities
helps create a sense of inclusion and belonging as well as
celebrating our diversity. Boxing fitness classes, a global
walking competition, culture day, international women’s day,
pink shirt day, and opportunities to volunteer in the community
are just some of the events organised by the committee and
showcase the range of passions and backgrounds at EROAD.
The committee works hard to connect all teams around the
globe. With the Covid pandemic dominating again this year,
there were times when the majority of the EROAD team across
the globe was working remotely, so many events and activities
were done virtually like the weekly pop quiz and the end of
year global celebration.
DIVERSITY
AND EQUALITY
PEOPLE LEADERS DIVERSITY
EROADERS COME FROM OVER
FEMALE % OF OUR TEAM
EROAD
30%
IT
SECTOR
24%
29
DIFFERENT
COUNTRIES
AGE SPLIT CHART
49%
30 - 50
19%
over 50%
17%
under 30
15%
not disclosed
49%
19%
17%15%
30.4%
ERAOD
EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20225455
MODERN SLAVERY STATEMENT
EROAD’s purpose and company values encompass a
commitment to social responsibility. Accordingly, EROAD
is committed to upholding human rights practices in all our
business-related activity. EROAD’s commitment to human
rights involves ensuring that slavery and human trafficking are
not taking place in any part of our business operations.
We expect all of EROAD, organisations in our supply chain, as
well as our contractors and third parties to comply with this
commitment. Our Code of Ethics, Code of Conduct and Risk
Management Policy all reinforce our value of doing what’s
right by committing to acting ethically and with integrity in all
our business relationships to address modern slavery risks. We
have a multidisciplinary team, with representation from Global
Operations, Supply Chain, Product and Legal, overseeing the
application and assurance of these requirements.
The EROAD Sustainable Supplier Questionnaire is sent out
to all key suppliers we work with. The section on social
responsibility requires suppliers to disclose whether they
have any human rights and/or labour policies in place, and
to provide these where applicable. Likewise with any safety
and wellbeing policies. To date, EROAD has not identified or
become aware of any instances of human trafficking or slavery
within our operations or supply chain.
EROAD has published a statement in accordance with our
obligations as a listed entity on both the NZX and ASX and
under the Australian Modern Slavery Act 2018. You can view the
statement here. https://www.eroadglobal.com/global/investors/
MENTAL HEALTH
EROAD continues to support mental health app Groov,
formerly Mentemia, which provides information, activities and
videos about mental and emotional wellbeing. Employees also
have 24/7 access to an Employee Assistance Programme.
HEALTH, SAFETY AND
WELLBEING OF OUR PEOPLE
SUPPORTING PEOPLE THROUGH A
GLOBAL PANDEMIC
In another year dominated by COVID-19 disruptions and
restrictions, EROAD’s priority remained on keeping staff and
their families safe.
When the Delta strain struck New Zealand in August 2021, it
meant a lengthy lockdown period, particularly in Auckland,
and we returned to a predominantly work from home situation.
This continued throughout the Omicron variant outbreak
although we were able to allow an increase in usage of the
sites due to the country’s change to the traffic light framework
system. We were also able to provide NZ staff with free rapid
antigen tests so they could monitor the health of themselves
and their whānau.
In North America and Australia, COVID restrictions and
lockdowns were prevalent also forcing most employees to
work from home. With EROAD’s flexible working policy, most
employees were used to a hybrid environment and adjusted
quickly post-lockdown. EROAD provided office equipment
options for employees working from home so that our people
were working safely from home.
Our global team is now well versed in working remotely.
In fact, working from home is likely to remain a common
option for our teams offering greater lifestyle flexibility and
work-life balance.
EROAD worked hard to look after the team throughout
another challenging year, with resilience development
webinars, virtual quizes and social events, a Christmas hamper
delivered to their homes, and an additional three days of paid
leave over the end of year break so everyone could take some
well-deserved time off.
COVID-19 GLOBAL RESPONSE FUND
Over the last 2 years, many of our team members have lost
loved ones as the pandemic escalated. People from across the
EROAD community reached out to ask if we could do something
to show our support. In May 2021, we launched a fundraiser on
Givealittle, through which EROAD employees donated $5,000
NZD, and EROAD provided double-matching on all donations.
A total of $15,000 NZD was donated to the World Health
Organisation COVID-19 Solidarity Response Fund.
RED CROSS UKRAINE APPEAL
In March 2022, when the war broke out in Ukraine, our team
members once again got behind our Red Cross Ukraine
fundraiser. With EROAD double-matching all donations again,
we raised a total of $32,000 NZD.
EROADERS CLEAN UP KAI IWI LAKES
In 2021, some EROADers combined their volunteer day with
their diving experience to clean up and remove rubbish
from Kai Iwi Lakes in the far north of New Zealand. The
team wanted to do something good for the community,
and collected over 8kg of rubbish that included socks, hats,
sunglasses and an iPhone 12.
PLANTING DAY IN AUCKLAND
The Whau River Trust works to restore and protect the
biodiversity of the Whau River area in Auckland, and our team
of volunteers jumped in, rolled up their sleeves and made a
real difference for our community and environment by clearing
the river bank and planting native trees.
EROAD LEANT ITS SUPPORT TO
GLOBAL CAUSES WITH LOCAL
CONNECTIONS
EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20225657
Bringing two teams together is challenging. Not only did
staff numbers increase, but our offi ce locations increased
with Coretex sites in Newmarket (NZ), Sydney (AU), New
Jersey, and San Diego (US). When EROAD and Coretex
merged on 1 December 2021, that wasn’t the start of the
integration work but was the result of months of planning,
preparation and collaboration. The intention to merge into
what is aff ectionately dubbed EROAD 2.0, was announced in
July 2021 kick starting a major project to make the transition
as smooth as possible for the 600+ Coretex and EROAD staff
across New Zealand, Australia and North America. Dedicated
people, change and communications workstreams worked
alongside technical, logistics and operational workstreams,
to the extent possible, as part of a major integration working
group designed to successfully bring together the people,
culture, technology, product and intellectual property of the
two businesses.
To prepare staff , and keep them informed, after the
merger there were a range of change management and
communication activities to bring both Coretex and EROAD
staff on the journey including fi ve employee experience
workshops with 299 staff to share views and stories on the
new EROAD culture and how we work together.
In bringing the teams together, the focus was on merging the
positive aspects from both organisations where people and
their career opportunities were prioritised. When creating
EROAD 2.0, the focus was neither EROAD nor Coretex but on a
newer and more improved EROAD.
As part of merging the culture and structure of Coretex and
EROAD, EROAD has adopted Coretex’s vertical structure,
which focuses on industry-specifi c customers, which is being
rolled out across the North American business.
From a cultural perspective, surveys continue to monitor
employee net promoter scores and overall satisfaction,
and work continues on developing a new employee value
proposition to make EROAD a top employer of choice.
Since the merger of Coretex and EROAD, it’s great to see staff
moving within the organisation.
Akinyemi Koyi (AK) Koyi spent more
than eight years with Coretex and
joined EROAD during the merger as
Chief Innovation Offi cer. AK started
his career in a software and hardware
engineering background before
moving into leadership roles. He
moved to the US with Coretex and
was responsible for the company’s
North America operations which
further developed his in-market
commercial skills in this important
growth market. As part of the new
EROAD, AK was recently appointed
President North America alongside
his innovation role.
Tracey joined EROAD during the
merger following a 13-year career
with Coretex in fi nance roles (CFO
and Group Finance Manager) as well
as taking responsibility for other
functions including legal, and HR
within the Coretex Group. She was
recently appointed as EVP Finance in
EROAD’s North American team and
will relocate to San Diego to take up
the role.
BRINGING 2 TEAMS
TOGETHER FOR A BIGGER
BRIGHTER FUTURE
EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20225859
OUR COMMERCIAL
APPROACH
Our goals and aspirations
Continue to fi nd innovative
solutions to solve our
customers' problems
Continue to deliver
sustainable and growing
fi nancial returns for
our shareholders
Maintain resilient and
robust platforms
Protect our customers
against breach of
confi dentiality, loss of data
or technology disruption
EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20226061
RELIABLE AND
SECURE DATA
It is fundamental to EROAD’s success to maintain resilient
and robust platforms and continually invest in privacy and
security. A breach of confidentiality, loss of data or technology
disruption can lead to significant financial loss and/or
reputational damage for our customers.
EROAD has built a modern, cloud native information
technology platform to support customers, operations and
the sales team. In FY22, EROAD’s proprietary platform had an
industry leading uptime of over 99.96% for New Zealand and
Australia and 100% for North America, ensuring delivery of
a reliable and consistent service to our customers. Since the
acquisition of Coretex, focus has been on putting processes in
place for a consistent combined view of uptime across both
our platforms. This will also include a customer-facing view
of the current uptime status of all our systems in order to
improve transparency with customers.
We continue to partner with global leading and resilient
technology partners, such as AWS, Microsoft Azure, HERE
and Vodafone. All connectivity in or out of the environment is
secured and controlled, and penetration testing is performed
annually by our third-party security partner. We have several
other tiers of protection for data, identities, and devices. As
part of our design methodology we now include privacy as an
essential priority of any product, service, system or process. To
achieve this, in FY22 we officially launched a privacy impact
assessment tool.
Work continues to simplify and strengthen policies for IT
and cybersecurity to help clarify and reinforce the standards
expected to ensure robust security practices. We train our
full- and part-time employee workforce in data security, how
to recognize and understand privacy-related risks, and ways to
mitigate data and privacy issues.
In FY22 we invested in the creation of a dedicated cyber-
security team working directly with all of EROAD’s software
engineering teams, which has resulted in implementation of
numerous security programmes and measures.
During FY22, significant inroads were made towards
implementing the leading global framework for cybersecurity
and privacy, National Institute of Science & Technology
(NIST) Cyber-Security Framework, in addition to rolling out
an OWASP SAMM roadmap, which provides an even more
thorough view on cybersecurity practices specifically across
software engineering environments.
In FY23, EROAD will be further raising the commitment to
data governance, specifically focusing on quality, security
and privacy. While this area has always been taken seriously,
we are looking to raise the bar once more and are increasing
the investment this year, including to the people resources
dedicated to the data governance function.
99.9%
uptime EROAD stand alone
EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20226263
WORKING IN PARTNERSHIP
WITH OUR CUSTOMERS
At EROAD, we strive to build relationships and partnerships
with our customers, small and large. Because of this, we
invest heavily into our post-sale customer service resourcing –
something that has set EROAD apart in the telematics industry.
Today, EROAD has over 70 staff globally dedicated to the
success of its customers’ EROAD experience. Each enterprise
account has both a Technical Account Manager and a Customer
Success Manager that work closely together to ensure that
customers are taken care of from the support, product and
engineering side of the business, as well as deriving maximum
value from EROAD products, solutions and services.
EROAD’s service model means customers are proactively
supported to achieve the key outcomes they wanted from the
technology when they signed with us. Part of EROAD’s success
methodology is to partner with the customer and identify these
specifi c Goals and Desired Outcomes - we defi ne a customer’s
success based on the metrics and success criteria that we've
identifi ed and agreed on together. For larger/enterprise sized
accounts, this is facilitated by a dedicated Customer Success
Manager (CSM) or Key Account Manager (KAM) who tracks the
customer’s goals and provides visibility on progress. During
reviews of the customer’s business, the CSM/KAM will do a
deep dive and thorough review of all in-progress goals, as
well as celebrate and document completed goals and realised
outcomes. By providing 100% transparency and updating
progress in real-time, there are no surprises, and each partner
holds the other accountable for working together toward goal
completion. As the partnership grows over time, the expectation
is that new goals are identifi ed and new success criteria applied.
An important point of diff erence for enterprise accounts in
North America is how EROAD’s Customer Success Managers
work closely with an in-house Technical Account Manager – a
technical advocate for the customer that drives results from
products and issues raised. Together, they ensure the customers
are being taken care of from the support, product and
engineering side of the business, as well as deriving value from
EROAD products, solutions and services. Over the last 12 months
in ANZ, EROAD’s support teams have adapted the customer
service model off ered so we can better respond to the size and
complexity of each customer for best results. This allows EROAD
to provide appropriate customer service, at scale, as EROAD
grows. Part of this change included the launch of EROAD’s
Enterprise Support Team – 10 staff that project manage
the rollouts of EROAD’s enterprise customers for seamless
integration of EROAD’s technology into their businesses.
The Enterprise Support Team provides market leading, gold
standard service and operational support, working well within
Enterprise SLAs and supporting the Key Account Manager
closely to create a true EROAD/Customer partnership. This is
a new, premium service off ered to our Enterprise customers in
ANZ – a refl ection of our commitment to customers
going forward.
Moving into FY23, EROAD will continue to focus on the
integration of the Coretex business into EROAD’s product
off ering and operations. Customer Operations teams have been
and continue to focus on upskilling themselves in the Coretex-
branded product suite. It is EROAD’s intention to ensure the
gold standard EROAD customer service is rolled out across
Coretex’s customer base so that it can build trust with and retain
these customers within the business.
4
February 2022 - April 2022
5
February 2022 - April 2022
6
February 2022 - April 2022
7
Defi ned as a customer who re-signed a new contract, contracted unit numbers as at end of old contract
8
Upgraded their hardware, or upgraded type of plan (connected, advance, safedriver, starter and premium)
9
Existing EROAD customers that added a dashcam, Logbook, Inspect, EROAD Analyst, Geofence Triggered Alerts and Pre-Trip Comms or BookIt to their plan
93.4%
EROAD STAND ALONE ASSET
RETENTION RATE
Coretex’s 4 month Asset Retention Rate
was 98.4%
1,131
CUSTOMERS RENEWED THEIR PLAN
(31,597 contracted units)
7
refl ecting high renewals from
New Zealand Enterprise customers and North
America 3G upgrade programme
$190.2m
FUTURE CONTRACTED INCOME
up from $149.1m at H1 FY22 refl ecting high
level of renewals and a proportion of Coretex’s
customers who have purchased hardware upfront
979
CUSTOMERS UPGRADED THEIR PLAN
(9,720 contracted units)
8
961
CUSTOMERS ADDED ADDITIONAL
PRODUCTS AND SERVICES TO
THEIR PLAN
(39,649 contracted units)
9
39
NORTH AMERICAN NPS SCORE
4
26
NEW ZEALAND NPS SCORE
5
26
AUSTRALIAN NPS SCORE
6
EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20226465
EROAD’S RESPONSE TO
GLOBAL SUPPLY CHAIN
PRESSURES
Like all organisations, following COVID-19 EROAD is having to
deal with significant global supply chain pressures. Supply chain
management has been a strength and area of focus of EROAD
historically, however given the extent of the pressures globally it
was necessary to take a number of steps to ensure these issues
didn’t impact the growth ambitions of the company. During
FY22 we have built up the capacity and capability of this team,
and this will continue into FY23 as we don’t see global supply
chain issues being a short-term problem.
As a stocking strategy, critical components are being purchased
up to 12 months in advance to minimise (more expensive) spot
market buying. The global semiconductor industry remains
under pressure. To combat this, we are having to buy many
components on the spot market at increased cost. We expect
this to continue for at least the next 24 months.
While investment in our supply chain management team and
our stocking strategy do have an impact on EROAD’s operating
expenditure and cash flow, we consider this investment is
essential to ensure robust risk management and continued
growth of the company.
We are in the process of developing an alternative supply source
for some of our hardware. This will ensure redundancy (BCP),
and increased capacity. We are also working on reducing our
reliance on certain components and therefore reducing supply
chain pressures.
FY22 has also been focused on integrating Coretex and EROAD
supply chains. In FY23 the supply chain will be focused on
increasing distribution capability, setting up supply chains and
distribution for new products, scaling for 2G/3G shutdown
requirements and business growth.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20226667
102 GENERAL DISCLOSURES
Reporting
Standard
DescriptionReport
Section
FY22
102-1Name of
organization
Cover/Annual
Report
EROAD Limited
102-2 Activities, brands,
products
Introduction/
Annual Report
EROAD's purpose is safer and more sustainable roads. EROAD develops
and markets technology solutions to manage vehicle fleets, support
regulatory compliance, improve driver safety and reduce the costs
associated with operating a fleet of vehicles and inventory of assets.
EROAD has a proven SaaS business model and is experiencing continuing
growth in installed units and revenue. EROAD has operations in New
Zealand, North America and Australia with customer ranging in size from
small fleets through to large enterprise customers.
102-3Location of
Headquarters
Annual Report
Directory
Albany, Auckland, New Zealand. Disclosed in ‘Directory’ Section.
102-4Location of
operations
Annual Report
Directory
New Zealand, Australia, North America.
102-5Ownership and legal
form
Annual Report:
Corporate
Governance
Report
Limited company incorporated under the NZ Companies Act.
Owned by shareholders trading on the NZX and the ASX.
102-6Markets servedAnnual Report:
About EROAD
New Zealand, Australia, North America.
Sectors are construction and civils, waste and recycling, food safety,
general transportation, public transport, infrastructure and local/central
government.
102-7Scale of the
organization
-i. 544 permanent employees only, refer to 102-8 for split of permanent
employees by region.
ii. & iii. Total operations split by reportable segments as identified in the
annual financial statements:
Corporate &
DevelopmentNANZAU
Eliminate
inter-
segment Total
Total assets$256.9m$80.8m$64.8m$13.3m($48.7m)$367.1m
Total revenue$32.4m$40.3m$69.8m$3.9m($31.5m)$114.9m
Total costs
(excluding
interest, taxation,
depreciation and
amortisation)
$66.3m$30.9m$24.6m$3.8m($31.7m)$93.9m
Earnings before
interest, taxation,
depreciation, and
amortisation
($33.9m)$9.4m$45.2m$0.1m$0.2m$21.0m
iv. Total capitalization: Market capitalisation on 31 March 2022 was $483.3m
(based on 110,338,787 shares on issue with a price of $4.38 per the NZX on
that date). On 31 March 2022 there was $32.7m of drawn debt outstanding
with the bank.
v. Quantity of products/services provided: On 31 March 2022 contracted
units were 208,697, excluding the acquisition of 66,157 Coretex contracted
units this is an increase of 16,337 contracted units on prior year.
102-8Information on
employees and other
workers
102-8 (a) 102-8 (c)
10
Reduced
inequalities
Our Peoplea.
FemaleMaleNot disclosed
Temporary192474
Permanent1813565
b.
AUSBrazilFijiGermanyNZUS
Temporary17190819
Permanent171423101
c.
Full TimePart Time
Female1928
Male3773
Not disclosed79
d. n/a
e. n/a
f. Above data has been compiled from our HR system (BambooHR) data.
Gender is an optional field that can be disclosed by the employees
themselves and so the data is incomplete especially for temporary staff.
102-9Supply chainOur EnvironmentRefurbished 16,700 units
102-10Significant changes
to the organization's
supply chain
Our EnvironmentEROAD's historical supply chain remains the same. The new EROAD
supply chain that came with Coretex acquisition has changed. The
primary supplier GPC has shifted our production from NZ to Australia as
their facility there is bigger and has capacity to produce more units for
future expansion.
102-11Precautionary
principle or
approach
Annual Report:
Corporate
Governance
Report
The level of risk EROAD is willing to take on is captured in its Risk Appetite
Statements (RAS). Key business risks, and associated
limits (included in the RAS) are identified, reviewed and agreed by the
Executive and the Board on an annual basis. Performance
against these risk limits is monitored continuously and reported to the
Executive and Board on a monthly basis.
EROAD adapts its risk universe to factor in emerging risks such climate
change, geo-politics, etc.
102-12External Initiatives -Environment
EROAD’s commitment to the environment spans climate change, use of
natural resources, pollution and waste. We follow the globally accepted
recommendations of the Task Force for Climate-related Financial Disclosures
(“TCFD”), as it is a significant step towards supporting the transition to a low-
carbon economy and developing resilience against climate events. EROAD
is committed to supporting the New Zealand, Australian and United States
governments in our efforts to become net zero.
Climate-related legislation
EROAD supports and follows the Financial Sector (Climate-related Disclosures
and Other Matters) Amendment Act and EROAD will issue future reports
under the climate related disclosures framework.
General business practices
EROAD is likewise committed to ensuring transparency around our business
practices. In FY21 we began reporting against the Global Reporting Initiative
Standards (“GRI”) and in FY22 we began reporting against the United Nations
Sustainable Development Goals (“UNSDG”). We are aiming to improve
our disclosures each reporting year as we progress our own sustainability
initiatives. EROAD maintains an internal disclosure register so we can track our
progress in this area.
General
EROAD is always looking at ways to connect and collaborate with likeminded
individuals, businesses, agencies, regulatory bodies, and government
departments on sustainability issues. EROAD is involved in working groups,
thought leadership and pilot initiatives, and we welcome any opportunity to
both share our expertise and learn from others in this space.
GRI STANDARDS INVENTORY
- WHAT HAS EROAD REPORTED ON?
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20226869
102-13Membership of
associations
GRI IndexNew Zealand
Bus and Coach Association
Civil Contractors New Zealand
Intelligent Transport Systems New Zealand
New Zealand Trucking Association
Road Transport Association
Road Transport Forum
WasterMINZ
Australia
Australian Furniture Removers Association
Australian Trucking Association
Civil Contractors Federation New South Wales
Civil Contractors Federation Queensland
Civil Contractors Federation Victoria
Queensland Trucking Association
Roads Australia
United States of America
American Trucking Association
Colorado Trucking Association
Commercial Vehicle Safety Association
Florida Trucking Association
Georgia Trucking Association
Indiana Motor Trucking Association
Louisiana Trucking Association
Mileage Based User Fee Alliance
National Private Truck Council
New York Trucking Association
North American Transportation Services Association
North Carolina Trucking Association
Oklahoma Trucking Association
Ohio Trucking Association
Oregon Trucking Association
Pennsylvania Trucking Association
South Carolina Trucking Association
Tennessee Trucking Association
Texas Trucking Association
Truckload Carriers Association
Transportation Research Board
Utah Trucking Association
Washington Trucking Association
Wisconsin Motor Carriers Association
Women in Trucking
Wyoming Trucking Association
Global
International Bridge Tunnel and Turnpike Association
International Road Federation (Global)
102-14Statement
from senior decision-
maker
Annual Report:
Letter from the
Chair and CEO
Sustainability is key to EROAD's success. As a purpose led organisation,
sustainability is at the forefront of our minds as we seek to create safer and
more sustainable roads.
EROAD has a new Sustainability Policy that sets out our company
approach. This is broken down under the headings "E", "S" and "G".
Our dedicated Net Zero Steering Group comprises of key personnel who
come together to discuss and progress our sustainability initiatives.
102-15Key impacts, risks
and opportunities
-Key risks:
Growth & strategy
Financial
Expectations
People
Regulatory & Governance.
EROAD remains committed to innovation and has a high-risk appetite
for this, alongside learning and knowledge, growth and partnerships, and
acquisitions.
102-16Values, principles,
standards and
norms of behaviour
16
Peace, justice
and strong
institutions
About EROAD/
Our People
Our values
Listening to the ideas and feedback of more than 90 EROADers from all
regions and teams, we have a new set of values for EROAD that speak to
the experience and aspirations of our whole team.
• We do what’s right
• We play as a team
• We learn & grow
• We get it done
Our values are written in easy to use, everyday language and they all start
with ‘we’ because it’s about how we work together.
102-17Mechanisms for
advice and concerns
about ethics
16
Peace, justice
and strong
institutions
Annual Report:
Corporate
Governance
Report
EROAD’s Code of Ethics sets our ethical expectations for ERAODers and
our suppliers. EROAD’s Whistleblowing Policy is available on our intranet
site for all employees to access. In the first instance, employees should
raise concerns with their line manager. If that is not appropriate, then
they can report it to the Chief People Officer or the EVP General Counsel.
Concerns may also be escalated directly to the Chair of FRAC or to the
external EY Whistleblower email. EROAD is currently working with a new
provider for our independent whistleblowing service so that potential
whistleblowers have more options for reporting any concerns.
102-18Governance
structure
Annual Report:
Corporate
Governance
Report
Disclosed in Corporate Governance Report – The Board on advice from
FRAC, General Counsel, Risk and Compliance Manager, Global Market
Development Team, Road Network Insights Team and Net Zero
Steering Group.
102-19Delegating
authority
Annual Report:
Corporate
Governance
Report
Disclosed in Corporate Governance Report – Board delegates to
management teams.
102-20Executive-level
responsibility
for economic,
environmental and
social topics
Annual Report:
Corporate
Governance
Report
EROAD's executive team collectively consider economic, environmental
and social topics. EROAD's Net Zero Steering Group is responsible for
environmental topics, EROAD's CFO is responsible for economic topics
and EROAD's CPO is responsible for social topics. The General Counsel
and CFO work closely on ESG matters and are ultimately responsible
for reporting to the board on ESG. See also 'Annual Report: Corporate
Governance Report'.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20227071
102-21Consulting
stakeholders
on economic,
environmental and
social topics
16
Peace, justice
and strong
institutions
-During FY21 EROAD completed a materiality assessment which provided
the foundation for driving future improvements in our sustainability
efforts. EROAD’s materiality assessment process has enabled us to identify
and prioritise the Environmental, Social and Governance issues that are of
most importance to the business and its stakeholders so our improvement
efforts can be impactful. This matrix was updated in 2022 for Coretex
key stakeholders. There was no material change to the outcome and the
material issues remain unchanged.
102-22Composition of the
highest governance
body and its
committees
16
Peace, justice
and strong
institutions
Annual Report:
Corporate
Governance
Report
See Corporate Governance Report.
EROAD has recently added Sara Gifford to our Board of directors. Sara is
an independent director with significant experience. The Board was and is
focused on ensuring board member diversity.
102-23Chair of the highest
governance body
Annual Report:
Corporate
Governance
Report
Chair is not an Executive Officer
102-24Nominating and
selecting the highest
governance body
16
Peace, justice
and strong
institutions
Annual Report:
Corporate
Governance
Report
EROAD has an Appointment and Selection of New Directors Policy that
sets out the process for the nomination and selection of board members.
Independence, expertise and experience are all considered by the Board.
The Board is particularly focused on ensuring diversity within the group
and is delighted with the appointment of Sara Gifford early in FY23.
Shareholders are required to formally vote on the appointment of new
Directors at the Annual Shareholder Meetings. Stakeholder views around
Board succession are sought via governance roadshows.
102-25Conflicts of interestAnnual Report:
Corporate
Governance
Report
Disclosed in Corporate Governance Report – Board Charter, Code
of Ethics, Related party Transaction Policy. EROAD maintains an interests
register which is provided to our auditors.
No conflicts of interest have come to our attention.
102-26Role of highest
governance body
in setting purpose,
values and strategy
Annual Report:
Corporate
Governance
Report
Disclosed in ‘Corporate Governance’ Section – Board and management
regularly review EROAD’s purpose and update this where applicable.
EROAD updated its company values in FY22.
102-27Collective
knowledge of
highest governance
body
Annual Report:
Corporate
Governance
Report
The Board is kept updated on progress made by EROAD's Net Zero
Steering Group.
102-28Evaluating the
highest governance
body's performance
Annual Report:
Corporate
Governance
Report
Disclosed in Corporate Governance Report –an independent third party
reviews the Board’s performance biennially.
There was an external review in FY22 and another review will be done
in FY23.
102-29Identifying and
managing economic,
environmental and
social impacts
16
Peace, justice
and strong
institutions
Annual Report:
Corporate
Governance
Report
Board takes a proactive role in progressing ESG matters following reports
from EROAD's Net Zero Steering Group.
Materiality matrix is referenced as we also take note of what our investors,
suppliers and customers are interested in.
102-30Effective risk
management
Annual Report:
Corporate
Governance
Report
Board reviews risk management on advice from management and FRAC.
102-31Review of economic,
environmental and
social topics
Annual Report:
Corporate
Governance
Report
At every board meeting.
102-32Highest governance
body's role in
sustainability
reporting
Annual Report:
Corporate
Annual Report:
Corporate
Governance
Report
Governance
Board - Annual Report and ESG Report.
102-33Communicating
critical concerns
Annual Report:
Corporate
Governance
At every board meeting.
102-34Nature and total
number of critical
concerns
Annual Report:
Corporate
Governance
Report
There were no critical concerns identified in FY22.
EROAD currently offers an independent whistle blower hotline service with
EY for reporting critical concerns in the business. EROAD is looking to offer
a more fulsome independent whistleblowing service in FY23.
102-35Remuneration
policies
Annual Report:
Corporate
Governance
Report
Refer to the EROAD Remuneration Policy.
Fixed, variable pay (incl STI and LTI) is disclosed in the Remuneration
Report for CEO and CFO.
No termination payments, clawbacks or retirement benefits have
been paid.
Performance criteria are linked to economic objectives.
102-36Process for
determining
remuneration
Annual Report:
Corporate
Governance
Report
RTNC determine appropriate remuneration. This is with guidance from
P&C and external advisors. More information on this can be found within
EROAD's Remuneration Report.
102-37Stakeholders'
involvement in
remuneration
16
Peace, justice
and strong
institutions
Annual Report:
Corporate
Governance
Report
EROAD introduced the Australian Say On Pay Vote in FY22. In FY21 we
held governance roadshows and consulted heavily with our stakeholders
before reaching a decision.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20227273
102-38Annual total
compensation ratio
-Highest pay Median
NZ $778,880 $101,000
US $520,000 $85,000
AU $287,500 $120,975
Disclaimer: The above table includes contracted pay which includes base
salary, allowances and potential STI payment (noting actual payment is
determined by company performance). It excludes LTI schemes. All figures
stated above are given in the local currency.
102-39Percentage increase
in annual total
compensation ratio
-The % increase for each significant area of operate is as follows:
NZ: 4.12%
US: 3.03%
AU: 13.49%
Disclaimer: The above information includes contracted pay which
includes base salary and potential STI payment (noting actual payment
is determined by company performance). It excludes LTI schemes. All
percentages stated above have been calculated in the local currency.
102-40List of stakeholder
groups
Materiality MatrixCustomers, Policy Makers, Industry Regulators, Associations, Investors,
EROAD Team
102-41Collective bargaining
agreements
-None
102-42Identifying
and selecting
stakeholders
Materiality MatrixEROAD has a multitude of stakeholders including regulatory bodies,
suppliers and customers. EROAD has a desire to work with organizations
who share EROAD's values and goals.
102-43Approach to
Stakeholder
Engagement
Materiality MatrixPlease see pages 10 - 11
102-44Key topics and
concerns raised
Materiality MatrixEROAD has received lots of feedback on ESG matters. Much of this
feedback has been from stakeholders in the USA and from customers in
NZ. Feedback has been delivered via roadshows, investor email address,
governance roadshows and our Annual Shareholder Meeting. We update
policy and planning documents based on relevant stakeholder feedback.
102-45Entities included
in consolidated
financial statements
Annual Report:
Financial
Statements
EROAD Limited and the associated group entities.
102-46Defining report
content and topic
boundaries
-The process for defining the report content involved considering our
environment, both physically and operationally; the social context, with
a real focus on EROADers and the people we interact with; and how
we govern ESG generally. Our IR team has these considerations at the
forefront of their minds when they discuss the reporting plan with the
board and senior management teams.
Stakeholder inclusiveness is key for us and we completed a materiality
matrix in FY21 to ensure this remains a critical focus point. Sustainability
is obviously a key focus for us with direct ties to our purpose. We recently
ratified a Sustainability Policy to ensure that we have a clearly documented
sustainability focus. Materiality and Completeness are intimately tied to
stakeholder inclusiveness and sustainability for the EROAD Group.
The Materiality Principle has been considered carefully. Much of our
legal, financial and regulatory disclosures made in our Annual Report are
governed by our legal and regulatory requirements as a listed business
on the NZX and ASX. Our industry reputation and stakeholder views
are of the utmost importance to us which is why we have voluntarily
increased our disclosures around remuneration for FY22 and have given
such a strong focus to the Coretex integration work. We want to share our
challenges and successes with all our stakeholders.
102-47List of material
topics
-Our Materiality Matrix is a key starting point for assessing our material
topics as is our company purpose.
Our material topics are: safer communities and how our products and
services contribute to this, our company values, our people.
102-48Restatements of
information
GRI IndexOnly restatement of information in the financial statements was the
retrospective application of an accounting standard change with regards
to cloud computing arrangements.
The impact of the restatement on the previously reported results for 31
March 2021 was a decrease to net assets of $2.5m and an increase to profit
before tax of $0.7m. Refer to the 31 March 2022 full financial statements
for discussion on this required change.
102-49Changes in reporting GRI IndexThere have been no significant changes from the previous reporting
periods in the list of material topics and topic boundaries.
102-50Reporting periodGRI IndexFY22
01/04/2021 - 31/03/2022.
102-51Date of most recent
report
GRI Index31 March 2022
102-52Reporting cycle -Annual
102-53Contact points for
questions regarding
the report
GRI IndexCEO: Mark Heine
Acting CFO: Margaret Delany
102-54Claims of reporting
in accordance with
the GRI Standards
-EROAD currently makes GRI referenced claims on an annual basis.
102-55GRI content index-Ye s
102-56External assurance-External assurance has not been sought for EROAD’s GRI Reporting
in FY22.
103 MANAGEMENT APPROACH
103-1Explanation of the
material topic and its
boundary
-Our material topics come from our Materiality Matrix, feedback through
the investor website, governance roadshows, customer meetings and a
general understanding of the current landscape. Our risk reporting as part
of the Corporate Governance Report covers key business risks.
103-2The management
approach and its
components
-Addressed throughout.
EROAD has a range of policies in place that govern our approach to
material matters. These reinforce our company purpose and values.
103-3Evaluation of the
management
approach
Annual Report:
Corporate
Governance
Report
Addressed throughout.
Management/the Board regularly review the effectiveness of our
approaches. We adjust and update these if needed.
201 ECONOMIC PERFORMANCE
201-1Directed economic
value generated and
distributed
9
Industry,
innovation and
infrastructure
Annual Report:
Financial
Statements
i. Total revenue $114.9m
ii. Operating expenses $48.7m (excluding personnel expenses)
Personnel expenses $57.3m
Payments to providers of capital: Nil dividends were paid in the year,
interest was paid of $2.8m in the year.
Payments to Government in the form of taxes such as GST, FBT and
income taxes of $2.5m in New Zealand, $1.9m in North America and
$0.2m in Australia.
iii. Economic value retained: $1.5m.
201-2Financial
implications and
other risks and
opportunities due to
climate change
-EROAD continued expanding on EV pilots and strategized on product
directions to support customers to accelerate their decarbonization
journeys, as we observed increasing pressure from governments,
consumers, investors, and financial markets pushing companies to speed
up their efforts towards net zero.
201-3Defined benefit
plan obligations and
other retirement
plans
Annual Report:
Corporate
Governance
Report
Disclosed in ‘Corporate Governance’ Section. Remuneration for US
based employees, EROAD has a 401k Plan in place which staff may
opt in to.
201-4Financial assistance
received from
government
-In FY22, EROAD accrued for NZD$1.3m in the form of Research &
Development Tax Incentives (RDTi). The RDTi replaced the Callaghan R&D
grant in the current year. There was no other financial assistance received
in the period.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20227475
202 MARKET PRESENCE
202-1Ratios of standard
entry wage by
gender compared to
local minimum wage
-Currently no EROAD employees are on minimum wage.
202-2Portion of senior
management hired
from the local
community
13
Climate
action
-The percentages below show the percentage of senior management at
significant locations of operation that were hired from the local community
US: 100%
NZ:100%
AU:100%
Senior management includes all executive team members, as well as those
managers who report directly to an executive member.
EROAD’s definition of ‘local’ is within the country. EROAD’s definition for
‘significant locations of operation’ are the three markets we operate in -
New Zealand, Australia and the United States of America.
203 INDIRECT ECONOMIC IMPACTS
203-1Infrastructure
investments and
services supported
-
203-2Significant indirect
economic impacts
-
204 PROCUREMENT PRACTICES
204-1Proportion of
spending on local
suppliers
-We have limited manufacturing conducted in NZ with the bulk of
manufacturing being conducted overseas. This is primarily for cost and
availability reasons.
205 ANTI-CORRUPTION
205-1Operations assessed
for risks relating to
corruption
16
Peace, justice
and strong
institutions
-No formal assessment per se, but EROAD has a range of Codes and
Policies to discourage corrupt behaviours such as the Code of
Ethics.
Suppliers are presented with a modern slavery questionnaire.
Unable to visit suppliers in person due to COVID.
205-2Communication and
training about anti-
corruption policies
and procedures
Annual Report:
Corporate
Governance
Report
EROAD has no tolerance for corruption. We have clear policies in place on
this including under our Code of Ethics
205-3Confirmed incidents
of corruption and
actions taken
Annual Report:
Corporate
Governance
Report
No known corruption issues to report.
206 ANTI-COMPETITIVE BEHAVIOR
206-1Legal actions for
anti-competitive
behavior, anti-trust,
and monopoly
practices
16
Peace, justice
and strong
institutions
-None
207 TAX
207-1 Approach to tax
10
Reduced
inequalities
-There is no formal tax strategy currently in place. EROAD takes a
conservative position in regards to tax to ensure we meet all our
obligations in each of the jurisdictions we operate in.
207-2Tax governance,
control, and risk
management
10
Reduced
inequalities
-EROAD has external advisors to support us with our tax governance and
risk management. EROAD takes a conservative position in regard to tax to
ensure we meet all our obligations in each of the jurisdictions we operate
in. Any changes in our approach to tax would require sign off by the Board
of Directors. The taxation calculations included in the annual financial
statements are subject to audit review.
207-3Stakeholder
engagement and
management of
concerns related to
tax
10
Reduced
inequalities
-As noted above, EROAD has external advisors globally who prepare our tax
returns and transfer pricing documentation, they act as our agent with Tax
Authorities in each jurisdiction and would manage any concerns arising.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20227677
207-4Country-by-country
reporting
10
Reduced
inequalities
-Tax is reported at a group level in the audited annual financial statements.
Individual tax returns are prepared for each tax jurisdiction within which
we operate.
The tax jurisdictions for each of the trading entities in the EROAD Group
are as follows:
Tax jurisdictionNZNAAU
Entities and their
primary activities
EROAD Limited:
Transport technology &
SAAS. Parent entity of
the Group.
EROAD Financial
Services Limited:
financing activities
within the Group
EROAD LTI Trustee
Limited: LTI scheme
trustee
Coretex NZ Limited
(from 1 December
2021): Transport
technology & SAAS
Coretex Limited (from
1 December 2021):
Transport technology
& SAAS
EROAD Incorporated:
Transport technology
& SAAS
Coretex USA
Incorporated (from
1 December 2021):
Transport technology
& SAAS
Coretex Telematics
Limited (from 1
December 2021):
Transport technology
& SAAS
EROAD (Australia)
Pty Limited: Transport
technology & SAAS
Coretex Australia
Pty Limited (from
1 December 2021):
Transport technology
& SAAS
No. of employees
(permanent
employees as at
31 March 2022)
42310117
Revenues from
third-party sales
$72.1m$39.0m$3.8m
Intra-group sales
transactions
with other tax
jurisdictions
$20.0m$1.3m$0.0m
Profit/(loss)
before tax
($10.6m)$0.2m($0.0m)
Tangible assets
other than
cash and cash
equivalents
$80.1m$25.4m$4.6m
Corporate income
tax paid on a cash
basis
Nil$0.1mNil
Corporate income
tax accrued
on profit/loss
(Amounts in
brackets represent
tax benefit to the
Group)
($0.3m)($1.0m)$0.6m
Reasons for
the difference
between
corporate income
tax accrued on
profit/loss and
the tax due if
the statutory tax
rate is applied to
profit/loss before
tax
($3.0m)
Differences relate to
non-deductibles and
utilisation of tax losses
$0.0m
Differences relate to
non-deductibles and
utilisation of tax losses
$0.0m
Differences relate to
non-deductibles and
utilisation of tax losses
The information reported above is for the period 1 April 2021 to 31 March
2022, except for the Coretex subsidiaries which were acquired on 1
December 2021. The information reported above for each of the Coretex
subsidiaries is from 1 December 2021 to 31 March 2022.
301 MATERIALS
301-1Materials used by
weight or volume
301-1-a
--
301-2Recycled input
materials used
11
Sustainable
cities and
communities
12
Responsible
consumption
and production
-We do not use recycled electronic components in our products due to the
potential for early life failure.
We do refurbish product - see 301-3.
301-3Reclaimed products
and their packaging
materials
11
Sustainable
cities and
communities
301-3-a
12
Responsible
consumption
and production
-When EROAD refurbishes its main product, approximately 70% of the
product by value is reused, with the remaining 30% replaced with new
components.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20227879
302 ENERGY
302-1Energy consumption
within the
organization
12
Responsible
consumption
and production
13
Climate
action
-
Energy typeNZNAAU
Fuel consumption
(non-renewable sources)
Unleaded Petrol (litres)13,3711513,785
Diesel (litres)32,735--
Fuel consumption
(renewable sources)
---
Electricity consumption (kWh)252,84449,3706,072
Total energy consumption (tCO2e)147514
Figures above exclude the Coretex entities acquired on 1 December 2021.
Energy consumption within the organisation has been converted to
tonnes of CO2e using the Toitu Envirocare eManage tool as part of the
organisations Toitu carbonreduce certification of FY22.
302-2Energy consumption
outside of the
organization
302-2-a
12
Responsible
consumption
and production
13
Climate
action
-
The following categories and activities from the GHG Protocol Corporate
Value Chain (Scope 3) Accounting and Reporting Standard have been
identified as relevant energy consumption outside of the organisation
sources:
Upstream categories
• Purchased goods and services
• Upstream transportation and distribution
4
• Business travel
• Employee commuting
• Other: employee working from home
Downstream categories
• Downstream transportation and distribution
• Use of sold products
5
• End-of-life treatment of sold products
5
Energy typeNZNAAU
Upstream
1
Purchased goods and services (tCO2e)
2
13,3652,052563
Business travel (tCO2e)65716
Employee commuting (tCO2e)
3
4535511
Employee working from home (tCO2e)
3
5498
Total upstream energy consumption
(tCO2e)
13,9372,187588
Downstream
1
Downstream transportation and
distribution (tCO2e)
4
888--
Total downstream energy consumption
(tCO2e)
888--
Total energy consumption outside of
the organisation
14,8252,187588
Figures above exclude the Coretex entities acquired on 1 December 2021.
1
Upstream and downstream categories emissions data in tCO2e has been extracted from the
Toitu carbonreduce eManage tool and the audited results for FY22. Reasonable assurance
was obtained for FY22, except for category 4 purchased goods and services which limited
assurance was obtained due to the level of estimation required for that category.
2
Emissions from purchased goods and services (except for waste, electricity distributed losses
and paper use) have been estimated based on $ spend in FY22. We will continue to work with
our suppliers in the quest for better quality data in future periods.
3
Emissions from employee commuting and working from home were estimated based on
employee surveys conducted as part of the data gathering for the Toitu carbonreduce
certification.
4
For FY22 downstream transportation and distribution emissions have all been calculated
at the Group level and therefore allocated to New Zealand. In future periods we hope to be
able to disaggregate this data into the region to which it relates. These emissions also include
upstream transportation and distribution where EROAD were responsible for the organisation
of the freight cartage.
5
The energy consumption of our downstream categories use of sold products and end-of-life
treatment of sold products was not calculated for our FY22 Toitu carbonreduce certification
due to the difficulty in obtaining this information and forming appropriate estimates for. This
is an area that we would like to work on and consider including in future periods as they are
areas expected to contribute significantly to the organisations total energy consumption
outside of the organisation and through the development of our products we can somewhat
influence potential reductions in these emissions. These are also areas that our customers
would value having emissions data available for.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228081
302-3Energy intensity
302-3-a
12
Responsible
consumption
and production
13
Climate
action
-
EROAD became a Toitu carbonreduce certified organisation with FY22
forming our base year. Under the Toitu carbonreduce programme total
revenues is a mandatory intensity measure. EROAD have also specifically
chosen total contracted units at the end of the period as a second intensity
measure due to the units influence on the revenues of the business as well
as the catalyst for the majority of our emissions.
The following inventory summary has been taken from the Toitu
carbonreduce certification:
Category ScopetCO2e
Category 1: Direct emissionsScope 1131
Category 2: Indirect emissions from imported energyScope 235
Category 3: Indirect emissions from transportationScope 31,620
Category 4: Indirect emissions from products
used by organisation
Scope 315,980
Total direct emissions131
Total indirect emissions1 7, 6 3 5
Total emissions17,766
Figures above exclude the Coretex entities acquired on 1 December 2021.
Energy included in the reported emissions figures are: fuel and electricity.
All energy consumption within the organisation is included and a subset of
energy consumption outside of the organisation as identified in 302-2.
Emissions intensityTotal emissions
Total revenues (total emissions tCO2e/$ million of revenue)176.94
Per unit (total emissions tCO2e/number of contracted units)0.13
Figures above exclude the Coretex entities acquired on 1 December 2021.
302-4Reduction of energy
consumption
302-4-a
12
Responsible
consumption
and production
-EROAD became a Toitu carbonreduce certified organisation with FY22
forming our base year. As this was our first year of reporting no reduction
in energy consumption to report.
302-5Reductions in
energy requirements
of products and
services
302-5-a
12
Responsible
consumption
and production
13
Climate
action
-EROAD became a Toitu carbon reduce certified organisation with FY22
forming our base year. As this was our first year of reporting no reduction
in energy consumption to report.
303 WATER
303-1Water withdrawal by
source
303-1-a
12
Responsible
consumption
and production
-Information not available and not considered material to EROAD.
303-2Water sources
significantly affected
by withdrawal of
water
-Information not available and not considered material to EROAD.
303-3Water recycled and
reused
-Information not available and not considered material to EROAD.
303 WATER AND EFFLUENTS
303-1Interactions with
water as a shared
resource
303-1-a 303-1-c
11
Sustainable
cities and
communities
-Information not available and not considered material to EROAD.
303-2Management of
water discharge-
related impacts
-Information not available and not considered material to EROAD.
303-3Water withdrawal-Information not available and not considered material to EROAD.
303-4Water discharge-Information not available and not considered material to EROAD.
303-5Water consumption-Information not available and not considered material to EROAD.
304 BIODIVERSITY
304-1Occupational
health and safety
management system
-No organisational cites managed in or adjacent to protected areas and/or
areas of high biodiversity value.
304-2Significant impacts
of activities,
products, and
services on
biodiversity
-No significant direct and/or indirect impacts on diversity identified.
304-3Habitats protected
or restored
-No habitat areas have been identified.
304-4IUCN Red List
species and national
conservation list
species with habitats
in areas affected by
operations
-No activities identified that would post a threat to engendered plant and/
or animal species.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228283
305 EMISSIONS
305-1Direct (Scope 1) GHG
emissions
11
Sustainable
cities and
communities
13
Climate
action
-
a. Gross direct (Scope 1) GHG emissions was 130.5 tCO2e for the year to 31
March 2022.
b . The gross direct (Scope 1) GHG emissions are made up of CO2 (127.2
tCO2e), CH4 (0.6 tCO2e) and N2O (2.7 tCO2e) gases.
c. There were no CO2 biogenic emissions reported for 31 March 2022 in
EROAD's gross direct (Scope 1) GHG emissions.
d. i. Base year for the calculation is 1 April 2021 to 31 March 2022. This is the
first year EROAD has calculated it's emissions and the year that EROAD
joined the Toitu carbonreduce programme.
ii. Gross direct (Scope 1) GHG emissions for the base year was 130.5
tCO2e. Total emissions were calculated for category 1 with reasonable
assurance obtained for the Toitu carbonreduce certification.
e. All emissions were calculated using Toitū emanage with emissions
factors and Global Warming Potentials provided by the Programme.
f. Operational control consolidation approach was used to account
for emissions. EROAD acquired control over Coretex Limited and its
subsidiaries on 1 December 2021. Due to the timing of the control (8
months into our period) and our ability to influence changes and obtain
information during this critical integration time Coretex operations have
been excluded for FY22. Coretex will be included for FY23 onwards as
they will form part of our integrated business going forward.
g. All emissions were calculated using Toitū emanage with emissions
factors and Global Warming Potentials provided by the Programme.
305-2Energy indirect
(Scope 2) GHG
emissions
3
Good health
and well being
11
Sustainable
cities and
communities
13
Climate
action
-
a. and b. Gross indirect emissions from imported energy (Scope 2) GHG
emissions was 35.3 tCO2e for the year to 31 March 2022. Split between
gross location-based energy and gross market-based energy was
unavailable.
c. The gases included in the calculation were unavailable.
d. i. Base year for the calculation is 1 April 2021 to 31 March 2022. This is the
first year EROAD has calculated it's emissions and the year that EROAD
joined the Toitu carbonreduce programme.
ii. Gross indirect emissions from imported energy (Scope 2) GHG
emissions for the base year were 35.3 tCO2e. Total emissions were
calculated for category 2 with reasonable assurance obtained for the
Toitu carbonreduce certification.
e. All emissions were calculated using Toitū emanage with emissions
factors and Global Warming Potentials provided by the Programme.
f. Operational control consolidation approach was used to account
for emissions. EROAD acquired control over Coretex Limited and its
subsidiaries on 1 December 2021. Due to the timing of the control (8
months into our period) and our ability to influence changes and obtain
information during this critical integration time Coretex operations have
been excluded for FY22. Coretex will be included for FY23 onwards as
they will form part of our integrated business going forward.
g. All emissions were calculated using Toitū emanage with emissions
factors and Global Warming Potentials provided by the Programme.
305-3Other indirect
(Scope 3) GHG
emissions
3
Good health
and well being
11
Sustainable
cities and
communities
13
Climate
action
-
a. Gross indirect (Scope 3) GHG emissions was 17,599.9 tCO2e for the year
to 31 March 2022.
b. The gases included in the calculation were unavailable.
c. There were no CO2 biogenic emissions reported for 31 March 2022 in
EROAD's gross indirect (Scope 3) GHG emissions.
d. Other indirect (Scope 3) GHG emissions categories and activities
included in the calculation were:
• Category 3: Indirect emissions from transportation - business travel
(air travel, taxis, employee mileage claims), downstream distribution
for goods paid by the organisation (freight by air, rail, road and sea),
emissions from employee commuting and emissions from working from
home.
• Category 4: Indirect emissions from products used by the organisation -
emissions from purchased fuel and energy related activities (electricity
distributed T&D losses), emissions from purchased goods and services,
disposal of solid waste landfilled.
e. i. Base year for the calculation is 1 April 2021 to 31 March 2022. This is
the first year EROAD has calculated it's emissions and the year that
EROAD joined the Toitu carbonreduce programme.
ii. Gross indirect (Scope 3) GHG emissions for the base year was 17,599.9
tCO2e. Total emissions were calculated for categories 3 and 4 with
reasonable assurance obtained for category 3 and limited assurance
obtained for category 4 emissions due to the level of estimation
required in the calculation for the Toitu carbonreduce certification.
f. All emissions were calculated using Toitū emanage with emissions
factors and Global Warming Potentials provided by the Programme.
g. All emissions were calculated using Toitū emanage with emissions
factors and Global Warming Potentials provided by the Programme.
Operational control consolidation approach was used to account
for emissions. EROAD acquired control over Coretex Limited and its
subsidiaries on 1 December 2021. Due to the timing of the control (8
months into our period) and our ability to influence changes and obtain
information during this critical integration time Coretex operations have
been excluded for FY22. Coretex will be included for FY23 onwards as they
will form part of our integrated business going forward.
305-4GHG emissions
intensity
13
Climate
action
-
a,b and c.
EROAD became a Toitu carbonreduce certified organisation with FY22
forming our base year. Under the Toitu carbonreduce programme total
revenues is a mandatory intensity measure. EROAD have also specifically
chosen total contracted units at the end of the period as a second intensity
measure due to the units influence on the revenues of the business as well
as the catalyst for the majority of our emissions.
The following inventory summary has been taken from the Toitu
carbonreduce certification:
CategoryScopetCO2e
Category 1: Direct emissionsScope 1131
Category 2: Indirect emissions from imported energyScope 235
Category 3: Indirect emissions from transportationScope 31,620
Category 4: Indirect emissions from products used
by the organisation
Scope 315,980
Total direct emissions131
Total indirect emissions1 7, 6 3 5
Total emissions17,766
Figures above exclude the Coretex entities acquired on 1 December 2021.
Emissions intensityTotal emissions
Total revenues
(total emissions tCO2e/$ million of revenue)
176.94
Per unit
(total emissions tCO2e/number of contracted units)
0.13
Figures above exclude the Coretex entities acquired on 1 December 2021.
d. The gross direct (Scope 1) GHG emissions are made up of CO2 (127.2
tCO2e), CH4 (0.6 tCO2e) and N2O (2.7 tCO2e) gases.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228485
305-5Reduction of GHG
emissions
13
Climate
action
-EROAD became a Toitu carbonreduce certified organisation with FY22
forming our base year. As this was our first year of reporting no reduction
in GHG emissions to report.
305-6Emissions of
ozone-depleting
substances (ODS)
305-6-a
3
Good health
and well being
-Information on emissions of ozone-depleting substances is not
currently available.
305-7Nitrogen oxides
(NOX), sulfur
oxides (SOX), and
other significant air
emissions
-Information on nitrogen oxides (NOX), sulfur oxides (SOX), and other
significant air emissions is not currently available.
306 WASTE
306-1Waste generation
and significant
waste-related
impacts
3
Good health
and well being
11
Sustainable
cities and
communities
-EROAD current collects and discloses data for waste generated for
operations in New Zealand, North America and Australia. The waste data
collected is for landfilled waste from each of the EROAD offices as well
as the warehouse premises in New Zealand for the distribution of EROAD
products to customers and product refurbishment activities. EROAD's
reporting of waste is currently on that generated by our own activities
and none that are generated upstream or downstream in our value chain.
Reported waste data is based on information provided by our waste
disposal vendors where available.
The following areas have been identified as significant actual and potential
waste impacts in the EROAD value chain:
Inputs, activities and
outputs
Waste
generationActual and potential waste impacts
Materials and
production
Upstream in
value chain
Solid waste disposal and recycling from EROAD
packaging, consumables associated with
installation of the products and retirement of the
product at end of life.
Product components
Upstream in
value chain
Solid waste disposal and recycling produced from
the sourcing of raw materials and component
products to manufacture EROAD products
including the packaging to transport the materials
to be manufactured.
Products and packagingOwn activities
Solid waste disposal and recycling produced from
the sourcing of raw materials and component
products to manufacture EROAD products
including the packaging to transport the materials
to be manufactured.
Consumption
Downstream
in value chain
Solid waste disposal and recycling from the
refurbishment and repair of EROAD products
including that generated from spare parts and
componentry and the packaging of those. Solid
waste disposal and recycling of returned products
at end of life.
Product refurbishmentOwn activities
Solid waste disposal and recycling from supplier
packaging, pallets, scrap metal, office paper,
plastics and mixed recycling, as well as generated
waste from own warehouse operations to
distribute products to our customers.
306-2Management of
significant wast
related impacts
3
Good health
and well being
306-2-(a-c)
11
Sustainable
cities and
communities
-a. To prevent waste generation and to manage significant impacts from
waste generated in EROAD's own activities, upstream and downstream
in our value chain the three R's from the waste hierarchy: Reduce, Reuse,
Recycle are considered.
To strengthen EROAD's focus on generating less waste, EROAD is
continuing to focus on a more circular economy. This includes designing
out waste from our products and packaging, extending the life of products
and materials and reducing consumption across the value chain. Working
with our suppliers to share this same goal of waste minimisation is an
important step in this process.
b. Waste generated by the organisation is managed by third-parties at
each of our sites. As far as we are aware the waste is managed in line
with legislative obligations as no breaches have been bought to our
attention.
c. Our largest two waste generating sites, being our head office in Albany
and our warehouse in Penrose the waste taken away is measured by
general waste and cardboard using weight scales on their trucks. The
third-party supplier then undertakes further separation of the general
waste at their own facilities to identify and remove any other recyclable
materials to divert these from landfill. For our smaller office sites being
Christchurch, Oregon and Melbourne the waste removal is managed by
the landlord of the leased offices. Limited data is available on the waste
removed at these office sites but we will work with our landlords to
improve the data and to better understand the processes undertaken.
306-3Waste generated
3
Good health
and well being
306-3-(a-b)
11
Sustainable
cities and
communities
-
2022 (metric tonnes)
Solid waste disposal total28.7
Solid waste recycling total
1
7. 9
Total waste36.6
Figures above exclude the Coretex entities acquired on 1 December 2021.
1
Current available data relates to recycled cardboard only.
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228687
306-4Waste diverted from
disposal
3
Good health
and well being
306-4-(a-d)
11
Sustainable
cities and
communities
-Further breakdowns of our waste are not currently available. We will work
with our third-party providers to improve our data quality as well as look
at ways to reduce our waste and for what we cannot reduce, improve the
amount that can be recycled.
306-5Waste directed to
disposal
306-5-(a-d)
3
Good health
and well being
306-5-(a-d)
11
Sustainable
cities and
communities
-Further breakdowns of our waste are not currently available. We will work
with our third-party providers to improve our data quality as well as look
at ways to reduce our waste and for what we cannot reduce, improve the
amount that can be recycled.
307 ENVIRONMENTAL COMPLIANCE
307-1Non-compliance
with environmental
laws and regulations
307-1-a
16
Peace, justice
and strong
institutions
GRI IndexNone
308 SUPPLIER ENVIRONMENT ASSESSMENT
308-1New suppliers that
were screened
using environmental
criteria
-Any significant new suppliers we audit and this includes their
environmental practices.
Due to Covid there have been very few new suppliers this year as the
electronics industry is mostly based in Asia and we have been unable to visit.
308-2Negative
environmental
impacts in the
supply chain and
actions taken
-No negative impacts identified. If major breach to EROAD policies, we would
cease the arrangement. Our policy is to work with suppliers where possible
to remedy any negative environmental impacts.
Due to Covid there have been very few new suppliers this year as the
electronics industry is mostly based in Asia and we have been unable to visit.
401 EMPLOYMENT
401-1New employee
hires and employee
turnover
10
Reduced
inequalities
-Total permanent employees hired was 218, which is a hiring rate of 49%.
Turnover was 126 people which was 28.4% of the average employee
headcount.
401-2Benefits provided
to full-time
employees that are
not provided to
temporary or part-
time employees
401-2-a
3
Good health
and well being
-Benefit / Eligibility
US Employees
Australia Employees
New Zealand Employees
Health insurance Yes N/A N/A
Health insurance discount N/A N/A Yes
Life insurance Yes N/A N/A
Dental insurance Yes N/A N/A
Parental leave Yes Yes Yes (except FixedTerm)
Employee Assistance Program Yes Yes Yes
Bonusly reward & recognition Yes Yes Yes
EROAD Awards Yes Yes Yes
Gym membership Yes Yes Yes
Volunteer Day Yes Yes Yes
Flexible Working Yes Yes Yes
Annual Leave/ PTO Yes Yes Yes
Retailer discounts N/A N/A Yes
401-3Parental leave-a. Permanent employees that have completed 6 months of service are
eligible for parental leave.
158 female and 294 male were entitled to parental leave as at 31
st
Mar 2022
b. 5 female and 14 male employees began parental leave during FY22
c. 3 female and 11 male employees returned from parental leave during
FY22
d. Of 19 employees those that returned from parental leave during FY21, 9
male and 1 female are still employed by EROAD as at 31
st
March 2022
402 LABOR MANAGEMENT RELATIONS
402-1Minimum notice
periods regarding
operational changes
-a. 4 weeks notice
b. no collective agreements
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228889
403 OCCUPATIONAL HEALTH AND SAFETY (2018)
403-1Occupational
health and safety
management system
-EROAD maintains and implements a corporate Health, Safety and Wellness
(HSW) Management System which fulfils the key requirements of the
current ISO 45001 standard. We have a common HSW.
Policy for the company and corporate standards and procedures in areas
where EROAD wants to set standards. Local EROAD offices implement
supplementary HSW system requirements as determined by local
regulatory and legal requirements.
EROAD regularly assesses hazards and analyses risks across its operations,
and implements and maintains the controls necessary to prevent, monitor
and mitigate the risk to be within the organisation’s risk appetite. Risk
management practices are reviewed when new information becomes
available; e.g., new legal requirements, changes to processes, and incident
investigations.
It is the responsibility of all employees to ensure that all incidents are
reported in order to ensure timely investigation and corrective action.
Incidents are investigated using root cause analysis, and lessons learned
communicated as required.
403-2Hazard
identification,
risk assessment,
and incident
investigation
-Addressed above under 403-1.
403-3Occupational health
services
-EROADers are encouraged to take reasonable care of their wellbeing.
Accordingly, as deemed appropriate they can engage their manager,
a People & Capability team member and/or the Employee Assistance
Programme (EAP) for assistance with work-related ill health.
403-4Worker participation,
consultation, and
communication on
occupational health
and safety
403-4-(a-b)
16
Peace, justice
and strong
institutions
-In accordance with regulatory requirements, EROAD encourages worker
engagement, participation and representation in occupational health and
safety management. Managers across the organisation address health,
safety and wellness matters specific to their respective areas as well as pan-
organisational issues (such as risks associated with working from home).
403-5Worker training on
occupational health
and safety
-All employees are required to complete Health and Safety online training
as part of the induction.
403-6Promotion of worker
health
403-6-(a-b)
3
Good health
and well being
-Employee wellness is promoted and overseen by EROAD’s Wellness,
Inclusion, Social and Health & Safety (WISH) Committee. WISH caters for
global and local needs, addressing a wide range of issues such as fitness,
nutrition, and mental health. EROAD has processes in place to record
and investigate occupational illnesses to determine the root causes and
develop prevention strategies.
403-7Prevention and
mitigation of
occupational
health and safety
impacts directly
linked by business
relationships
-The scope of the HSW Management systems includes situations where
EROAD is in control of product installation. This includes working with risk
identification and mitigation in order to prevent any incidents of work-
related injuries or occupational illnesses.
Accordingly, EROAD’s installer network receive comprehensive instruction
on HSW requirements relating to the work they perform. All incidents that
arise are investigated to determine how work practices can be improved to
remove/reduce HSW risks.
403-8Workers covered
by an occupational
health and safety
management system
-Addressed under 403-1.
403-9Work-related injuries
403-9-(a-c)
3
Good health
and well being
304-9-(a-c)
6
Peace, justice
and strong
institutions
-Work-related injuries and illness data is regularly reported to the EROAD
Board. There have been no high severity incidents and illnesses over the
past year.
We are working with our employees to encourage reporting of low
severity incidents.
403-10Work-related ill
health
3
Good health
and well being
6
Peace, justice
and strong
institutions
-None
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20229091
404 TRAINING AND EDUCATION
404-1Average hours of
training per year per
employee
404-1-a
4
Quality
education
401-1-a
10
Reduced
inequalities
-Due to the recent Integration with Coretex we are unable to provide
average hours of training for the EROAD GROUP.
We are also in the middle of moving from Absorb/Propel LMS to an
integrated HRMS system called Workday which will allow us to design
reports to match these requests once the rollout is complete.
404-2Programs for
upgrading employee
skills and transition
assistance programs
-Support provided as needed.
(a) The following training sessions took place in Feb 2022.
• Dale Carnegie Customer Service Training took place for 23 staff in Feb 2022
in person at EROAD Albany
(404-2 DC) For attendance list. This training program continues into 2022
from May
• Lean 6 Sigma Training by Lean 6 Sigma took place in Feb for 25 Staff 2022
in person at EROAD Albany
(404-2 L6) For attendance list. This training program continues into 2022
from May
• Business Intelligence by Enlighten Designs 16 staff online
(404-2 L6) For attendance list. This training program continues into 2022
from May
(b) Post Workday implementation the Learning Partner will perform a
Training Needs Analysis to capture training hours and budget by team
to meet these requirements more accurately. This is a significant piece
of work which will ideally allow the automation of reports via our new
HRMS.
In this current period, we do not have the ability to provide this data for
EROAD GROUP.
404-3Percentage
of employees
receiving regular
performance and
career development
reviews
404-3-a
-
405 DIVERSITY AND EQUAL OPPORTUNITY
405-1Diversity of
governance bodies
and employees
Annual Report:
Corporate
Governance
Report
i. 30% Female, 70% Male
ii. 63.6% 30 - 50 years, 36.4% over 50
Data above includes executive team only.
b.
i. 30.4% Female, 57.4% Male, 12.2% Not disclosed
ii. 17% under 30, 49% 30 > 50, 19% Over 50, 15% Not disclosed
405-2Ratio of basic salary
and remuneration of
women to men
405-2-a
--
406 NON-DISCRIMINATION
406-1Incidents of
discrimination and
corrective actions
taken
-None
407 FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING
407-1Operations and
suppliers in which
the right to freedom
of association and
collective bargaining
may be at risk
-
EROAD audits suppliers and ensures that operations and suppliers operate
under fair wage and working conditions.
This information is requested as part of the audit process.
408 CHILD LABOUR
408-1Operations and
suppliers at
significant risk for
incidents of child
labor
16
Peace, justice
and strong
institutions
-
We do not work with organisations where child labour is employed. Zero
tolerance policy.
We ask for this information up front and visit suppliers before engaging
them. It should be noted that visits have been restricted during Covid.
409 FORCED OR COMPULSORY LABOUR
409-1Operations and
suppliers at
significant risk for
incidents of forced
or compulsory labor
-
We do not work with organisations where forced labour is employed. Zero
tolerance policy.
We ask for this information up front and visit suppliers before engaging
them. It should be noted that visits have been restricted during Covid
410 SECURITY PRACTICES
410-1Security personnel
trained in human
rights policies or
procedures
-
N /A
411 RIGHTS OF INDIGENOUS PEOPLES
411-1Incidents of
violations involving
rights of indigenous
peoples
-
None
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20229293
412 HUMAN RIGHTS ASSESSMENT
412-1Operations that
have been subject
to human rights
reviews or impact
assessments
None
412-2Employee training
on human rights
policies or
procedures
-
EROAD’s employment contract stipulates adherence to EROAD’s Code of
Conduct. The Code makes employees aware that EROAD will not tolerate
any form of discrimination, harassment or bullying in the workplace.
This includes direct and indirect discrimination in relation to sex, marital
status, religious belief, ethical belief, colour, race, ethnic or national origins,
disability, age, political opinion, employment status, family status and/or
sexual orientation.
412-3Significant
investment
agreements and
contracts that
include human
rights clauses or that
underwent human
rights screening
-
None
413 LOCAL COMMUNITIES
413-1Operations with
local community
engagement,
impact assessments,
and development
programs
-
COVID: EROAD conducted a COVID risk assessment and amended processes
to minimize COVID risk with 3rd parties - e.g. as required, notify landlords of
shared office facilities and customers of known or potential cases.
Support for local business via 'in kind' vouchers.
413-2Operations with
significant actual
and potential
negative impacts on
local communities
-
No negative impacts identified on local communities.
414 SUPPLIER SOCIAL ASSESSMENT
414-1New suppliers that
were screened using
social criteria
16
Peace, justice
and strong
institutions
-
Any significant new suppliers we audit and this includes their social practices.
414-2Negative social
impacts in the
supply chain and
actions taken
16
Peace, justice
and strong
institutions
-
No negative impacts identified. If major breach to EROAD policies, we
would cease the arrangement. Our policy is to work with suppliers where
possible to remedy any negative social impacts.
415 PUBLIC POLICY
415-1Political
contributions
-
No political contributions were made in FY22.
416 CUSTOMER HEALTH AND SAFETY
416-1Assessment of the
health and safety
impacts of product
and service
categories
-
All EROAD products are risk assessed for potential health and safety
impacts to customers; spanning distribution, installation, use, maintenance
and removal. This risk assessment process begins at concept stage and is
reassessed through subsequent product development phases up to a post
launch retrospective.
Where relevant our product guides highlight HSW requirements our
customers should be aware of.
416-2Incidents of
non-compliance
concerning the
health and safety
impacts of products
and services
16
Peace, justice
and strong
institutions
-
None
EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20229495
417 MARKETING AND LABELING
417-1Requirements for
product and service
information and
labeling
11
Sustainable
cities and
communities
-
We do not ask our customers to dispose of our products themselves. Any
equipment deemed old or ill-functioning is returned to EROAD so that we
can ensure it is suitably disposed of, recycled or refurbished.
Our equipment is not dangerous to use. Any use of dangerous
chemicals or electrical anomalies are generally "certified out": we do
not generally release products (or documentation for products) without
CE, FCC or RCM certification, along with an RoHS mark (restriction of
hazardous substances).
EROAD does not yet cover the safe disposal of batteries in our installation
documents. This is largely because our equipment is either low-drain or
semi supported by engine power. This means that our customers will
upgrade our equipment before the battery loses power.
417-2Incidents of
non-compliance
concerning product
and service
information and
labeling
11
Sustainable
cities and
communities
-
See 417-1
417-3Incidents of
non-compliance
concerning
marketing
communications
-
None
418 CUSTOMER PRIVACY
418-1Substantiated
complaints
concerning breaches
of customer privacy
and losses of
customer data
16
Peace, justice
and strong
institutions
-
In FY22, EROAD did not have any substantiated complaints (whether from
customers or regulatory bodies) concerning breaches of customer privacy.
419 SOCIOECONOMIC COMPLIANCE
419-1Non-compliance
with laws and
regulations in the
social and
economic area
419-1-a
-
EROAD has zero risk policy for non-compliance with laws and regulations.
We are not aware of any such non-compliance incidents.
EROAD Sustainability Report 2022 | GRI INDEX96
---
EROAD Annual Report 20221
Annual Report
20
22
Safer and more sustainable roads
We are
EROAD
EROAD Annual Report 2022 | WE ARE EROADWE ARE EROAD | EROAD Annual Report 202223
OUR PURPOSE IS
SAFER AND MORE
SUSTAINABLE ROADS
WE PROVIDE
REGULATORY
AND SPECIALIZED
TELEMATICS
SOLUTIONS
OVER 200,000
CONNECTED
VEHICLES
across professional transport, refrigeration,
construction and waste & recycling
and over 8,000 customers in New Zealand,
North America and Australia
STABLE ASSET
RETENTION RATE OF
OVER 90%
GROWING
ANNUALISED
MONTHLY
RECURRING REVENUE
INCREASING
MOMENTUM
OF GROWTH,
TARGETING STRONG
GROWTH OF AT LEAST
$250M REVENUE
BY FY25
reflecting the quality of our service and
product offering
by winning new customers and growing
existing customers accounts increasing
their ARPU
A TALENTED AND
CAPABLE TEAM
INVESTED IN
CAPABILITY,
INVENTORY AND R&D
IN FY22 TO PREPARE
FOR GROWTH
WELL POSITIONED
TO EMERGE AS A
MAJOR PLAYER IN
INTERNATIONAL
TELEMATICS
driving the company forward
WE ARE
EROAD
EROAD Annual Report 2022 EROAD Annual Report 202245
CONTENTS
12Letters From Chair and CEO
18About EROAD
26Our Markets
34The Numbers
40Our Leadership Team
46Financial Statements
86Auditor’s Report
92Corporate Governance
114Renumeration Report
146Glossary
EROAD Annual Report 2022 EROAD Annual Report 202267
ABOUT THIS
REPORT
NON GAAP
MEASURES
EROAD has used non-GAAP measures when discussing financial
performance in this document. The directors and management
believe that these measures provide useful information as they
are used internally to evaluate performance of business units,
to establish operational goals and to allocate resources. Non-
GAAP measures are not prepared in accordance with NZ IFRS
(New Zealand International Financial Reporting Standards) and
are not uniformly defined, therefore the non-GAAP measures
reported in this document may not be comparable with those
that other companies report and should not be viewed in
isolation or considered as a substitute for measures reported by
EROAD in accordance with NZ IFRS. The non-GAAP measures
EROAD has used are Annualised Monthly Recurring Revenue
(AMRR), Costs to Acquire Customers (CAC), Costs to Service &
Support (CTS), EBITDA, Normalised EBITDA, EBITDA margin,
Normalised EBITDA margin, Free Cash Flow and Future
Contracted Income (FCI). The definitions of these can be found
on pages 146 of this report.
The 2022 Annual Report describes EROAD’s strategy, financial
performance and includes the Corporate Governance Statement
and the Remuneration Report. This report is published in
conjunction with EROAD’s FY22 Sustainability Report which
provides information on EROAD’s approach and performance in
relation to its most material social and environmental issues.
All numbers relate to the 12 months ended 31 March 2022
(FY22) and comparisons relate to the 12 months ended 31
March 2021 (FY21), unless stated otherwise. All dollar amounts
are in NZD, unless otherwise stated. This report covers the
twelve months ended 31 March 2022 and is dated 27 June
2022. GRI index references can be found throughout this
report. The index for these can be found on page 66 of the
FY22 Sustainability Report.
The Coretex merger completed on 30 November 2021. All
financials include four months of Coretex.
This report has been approved by the Board and is signed
on behalf of EROAD Limited by Graham Stuart, Chairman and
Susan Paterson, Chair of the Finance Risk and
Audit Committee.
Graham Stuart
Chairman
Susan Paterson
Chair of the Finance Risk and Audit Committee
EROAD Annual Report 2022 | FY22 HIGHLIGHTFY22 HIGHLIGHT | EROAD Annual Report 202289
FY22
HIGHLIGHTS
Financial result
reflects investment
in capabilites for
future growth
$114.9m$21.0m
REPORTED REVENUE
REPORTED EBITDA
FY21: $91.6m
reflecting the merger of Coretex and
organic growth across all markets
FY21: $30.4m
reflecting one-off transaction and
integration costs of $7.6m and increased
operating expenditure as EROAD invested
in capability to build momentum of growth
Significant period
of transition despite
challenging macro-
economic conditions
$134.6m
OVER
200,000
AMRR
CONTRACTED UNITS
FY21: $88.4m
reflecting growth in recurring revenues
from the Coretex acquistion, along with
new units
FY22: 208,697 FY21: 126,203
reflecting both inorganic and
organic growth
Well positioned to
build greater growth
momentum over FY23
and beyond
$55.5793.4%
MONTHLY SAAS ARPU
EROAD STAND ALONE ASSET
RETENTION RATE
FY21: $58.30
reflecting improvement in selling additional
products, offset by a $1.64 negative FX
impact and Coretex’s historical revenue
model of selling hardware upfront
FY21: 94.9%
Coretex 4 month asset retention rate
was 98.4%
$31.7m
CORETEX
MERGER
SPENT ON R&D
FY21: $21.3m
focused on improving product market
fit and increasing capabilities around
enterprise customers
improving product market fit, enterprise
capabilities and increased scale in
North America
EROAD Annual Report 2022 | FY22 HIGHLIGHTFY22 HIGHLIGHT | EROAD Annual Report 20221011
FY22
HIGHLIGHTS
Together with our
customers, partners &
world leading solutions,
we’ll create safer, more
sustainable roads
INAUGURAL
SUSTAINABILITY
REPORT
SUSTAINABILITY
POLICY LAUNCHED
reports on what matters to our stakeholders and
how we operate a sustainable business
working towards our customers,
employees and suppliers all
operating sustainably
CORETEX PRODUCTS
REDUCE FOOD,
CONSTRUCTION AND
INDUSTRIAL WASTAGE
PROGRAMME
OF WORK
COMPLETE
adding to the range of products we
offer that have a positive impact on
the environment
base year EROAD measurement
complete ahead of TCFD reporting.
FY23 report will include Coretex
HEAVY VEHICLE
DECARBONISATION
TOOL
COMING
SOON
SUPPORTING
GOVERNMENT’S
CARBON NEUTRAL
EFFORTS
utilises EROAD data to generate
actionable insights
as a member of the Ministry of Business
Innovation & Employment’s Fleet
Audit Panel and International Road
Federation’s ITS for Climate Impact
Mitigation taskforce
1213LETTER FROM THE CHAIR | EROAD Annual Report 2022EROAD Annual Report 2022 | LETTER FROM THE CHAIR
FY22 was a significant year of transition with the merger and
integration of Coretex being a game changer for EROAD.
EROAD has faced some challenges over the last 18 months
with slower growth in North America ahead of the merger,
unpredicted supply chain and labour market challenges
and Chief Executive uncertainty, all in a backdrop of falling
technology stock prices which has seen our share price
underperform.
Let me take this opportunity to reassure you the Board
and Management have a laser-sharp focus on improving
shareholder value. We remain confident that the Coretex
merger gives us scale and importantly fills technology and
capability gaps, and we are undertaking a strategy refresh
over H1 FY23 to ensure we maximise our growth potential.
The Board has now appointed Mark Heine as Chief Executive
Officer who has the capabilities to lead EROAD to perform
consistently and deliver on its growth strategies.
Our New Zealand business had yet another strong year and
our Australian business delivered a positive EBITDA for the
first time, all while the staff and the business dealt with the
continuing uncertainties and challenges thrown at us by
COVID-19. In North America we focused on improving our
product market fit and enterprise capabilities and we started
to see this market regain some momentum in Q4 following the
completion of the merger.
EROAD staff have had a challenging year and have every
reason to be proud of what has been achieved in challenging
conditions during FY22.
LETTER FROM
THE CHAIR
Graham Stuart
Chairman
NEW CHIEF EXECUTIVE APPOINTED
In April this year, we announced that EROAD’s founder, Steven
Newman, had stepped down from EROAD’s Board and as Chief
Executive Officer for personal reasons. Over his long career
as an entrepreneur, Steven has been an innovative visionary
in digitizing the transport sector with the aim of making our
roads safer and more sustainable. In EROAD, he has created a
great New Zealand success story and positioned it to become
a significant player in the international telematics market. We
would like to take this opportunity to thank Steven again for
his leadership, vision and enormous work ethic without which
EROAD would not be where it is today.
The Board began a global search process in late 2021 for a new
Chief Executive Officer to allow Steven Newman to step back
from the day-to-day responsibility of leading the company.
On Steven’s resignation the EROAD Board had no hesitation
in appointing Mark Heine, EROAD’s General Counsel and
Company Secretary as Acting Chief Executive Officer while the
Board concluded the process. Following Steven’s unexpected
resignation, the Board had to reconsider the skillset a new Chief
Executive Officer needed to bring to EROAD.
The Board is extremely pleased to announce the appointment
of Mark Heine as EROAD’s Chief Executive Officer. Given Mark’s
deep knowledge of the business, team building skills, and
understanding of the company’s strategy he emerged as the
stand-out candidate. Mark has empowered the team and won
the respect of all. EROAD’s Board has been impressed by
Mark’s leadership and commercial skills. His in-depth knowledge
of the business will be invaluable as we complete the integration
of Coretex.
ENSURING WE HAVE THE RIGHT SKILLS
AROUND THE BOARD TABLE
During the year we welcomed Sara Gifford, an additional North
American director, and Selwyn Pellett, former CEO of Coretex,
to the EROAD Board. Sara brings to the Board an excellent
understanding of enterprise customers’ needs combined with
extensive experience in technology development and logistics
and insights into the North American market. Selwyn joined
the Board as an Executive Director and an advisor during the
Coretex integration period and brings a wealth of experience, in
telematics and network security in particular.
The Board continues to review its composition and the
skill sets necessary to ensure we have a range of different
perspectives and experience to deliver strong and sustainable
growth momentum and continue to build shareholder value. A
search for an additional North American based director will be
commenced soon and we expect an appointment to be made
within the next six months.
The Board is conscious of its obligations to provide
transparency to stakeholders and this year we have elected to
voluntarily comply with the Australian say on pay regime, by
publishing a comprehensive remuneration report in this report and
putting a vote for adoption at the same time as our 2022 ASM.
TOGETHER WITH OUR CUSTOMERS,
PARTNERS & WORLD LEADING
SOLUTIONS, WE’LL CREATE SAFER, MORE
SUSTAINABLE ROADS
EROAD’s purpose is safer and more sustainable roads. We have
the opportunity, through our customers and partners, to keep
our community safe, conserve and improve the environment and
support economic growth. We are proud to be producing our
inaugural Sustainability Report, alongside this Annual Report, to
demonstrate the great work we are doing in this space already.
Sustainability and Sustainability Reporting is a journey, one
which we are committed to and one we encourage our
customers to join us on. This report takes a major step, through
our work with the Toitū Carbon Reduce programme, and gives
our baseline emissions for FY22, which is the first step towards
TCFD reporting, which we will begin in FY23.
We would encourage you to read the Sustainability Report
in conjunction with this Annual Report. The report not only
outlines the great work our products and services do but it
outlines our approach to the areas of our business that are
critical for EROAD to have a sustainable future – our people, our
customer service, and the reliability of our data.
LOOKING FORWARD
The goals for the business in the coming year are
straightforward, we must complete integration with the Coretex
business and build growth momentum in our North American
market, without taking a backward step in New Zealand or
Australia. Quite simply FY23 is a year of delivery.
EROAD has entered FY23 with an annualised monthly recurring
revenue of $134.6m, this is the base against which our revenue
growth will be measured. The Board has provided revenue
guidance for the year in the range of $150 million to $170
million, the width of the range reflecting the uncertain timing
of achieving larger enterprise sales. We expect that with
our strengthening presence in North America, sales growth
momentum will steadily build and we have provided a revenue
goal of at least $250m by FY25.
We expect normalised EBIT to fall from $0.9 million to between
a loss of $5 million and breakeven. Principally reflecting
increased non-cash depreciation and amortisation following
the Coretex merger. The Board and management team are
conscious that top-line growth without returning improved
operating leverage is not sustainable or conducive to building
shareholder value. In FY23 we will have completed building the
platform to deliver improving EBIT margins.
We have set these goals for ourselves knowing that in FY23
we can do better than we did in FY22 but also aware that we
are operating in turbulent market conditions. The competition
for talented staff has not been fiercer than EROAD is now
experiencing, the tide has quickly turned in our capital markets,
inflation is at the highest levels this century and in each of our
markets COVID-19 and its aftereffects continue to disrupt our
supply chains and supress economic growth.
EROAD’s solutions deliver bankable returns on investment for
our customers at relatively modest levels of capital expenditure.
This factor alone should ensure that we can navigate through an
economic downturn without losing too much momentum. The
sound investments made over the recent years, and that will be
completed during FY23, will ensure that we have the people and
the technologies to provide winning solutions to our customers
and to deliver on our purpose of providing safer and more
sustainable roads.
Thank you for your continued support of EROAD and we look
forward to seeing you at the ASM on 28 July.
1415LETTER FROM CEO | EROAD Annual Report 2022EROAD Annual Report 2022 | LETTER FROM CEO
My three months as Acting Chief Executive Officer has reinforced
my view that EROAD is extremely well positioned with the
merger of Coretex, providing an excellent platform for future
growth. I’m delighted to be accepting the role as Chief Executive
Officer and to lead EROAD at a pivotal point in its history.
We have made significant investment in our capability and now is
the time to deliver on that investment. We will sharpen our focus
to ensure delivery on our North American strategy while retaining
focus on our successful New Zealand business and the growth
Australia provides in the medium term.
Before I talk about the year that was, let me start by thanking
both Steven Newman and the EROAD staff for their support as
I transitioned into the Acting Chief Executive Role. I know the
EROAD team and strategy well which will make my transition into
the Chief Executive Role a seamless one. Our people are crucial
to EROAD’s success so I’m excited to lead such a talented and
motivated team. Together we can deliver on our strategy and
drive this business forward.
LETTER FROM CHIEF
EXECUTIVE OFFICER
FY22 FINANCIAL RESULTS
Revenue increased from $91.6m to $114.9m and Annualised
Monthly Recurring Revenue increased from $88.4m to $134.6m
reflecting the growth in recurring revenues from organic growth
and the merger with Coretex. Over the period, contracted
units grew by 65% to 208,697 and EROAD’s stand-alone Asset
Retention Rate remained high at 93.4% (FY21: 94.9%). During
FY22 we experienced softer growth in North America as our
small-to-medium customers were impacted by driver and truck
shortages and loss of underlying contracts. We also saw our
pipeline of opportunities delayed with the delay in completing
the merger with Coretex and the rollout of its next generation
Corehub platform, and broader economic conditions.
Operating expenditure increased significantly from $61.2m to
$93.9m reflecting four months of Coretex’s operating costs and
supply chain and inflationary pressures. Accordingly, Reported
EBITDA reduced from $30.4m to $21.0m and Normalised
EBITDA fell from $28.8m to $27.3m.
Free cashflows in FY22 were impacted by a combination of the
merger of Coretex, R&D investment and growth in inventory
as global supply chain pressures were addressed. EROAD
recently renegotiated a new syndicated debt facility of $90m
to provide future capacity to grow. Headroom of around $58m
will support the R&D and integration investment planned for
FY23 and fund hardware to enable EROAD to pursue large
Enterprise opportunities.
THE MERGER OF CORETEX
In what was a major milestone for EROAD, on 30 November
2021, we completed the Coretex merger after receiving
overwhelming support from shareholders and approvals from
the Overseas Investment Office and NZ Commerce Commission.
The expanded EROAD team brings a wider set of talent and
solutions, particularly in North America, to deliver increased
benefits to our existing and prospective customers.
We have made significant progress on the integration of the
Coretex business already with sales activities underway with the
Coretex 360 platform and Corehub hardware solutions provided
as EROAD’s next generation platform solution. The merger also
provided access to a large pipeline of enterprise customers and,
since completion, solid progress has been achieved towards
securing this business, with a number of pilots for potential
large enterprise customers in progress. In the North American
market alone, EROAD currently has eight Enterprise customer
pipeline opportunities at the pilot stage relating to potential
opportunities of around 26,000 connected vehicles.
The merger accelerates EROAD’s growth by:
• giving us capability and experience in new industries – in
addition to the professional trucking vertical which EROAD has
operated in for a number of years, we now provide products and
services for refrigerated transport, construction and civils and
waste & recycling;
• broadening our produc
t-market fit by expanding our product
offering with products more appealing to enterprise and North
American customers becoming a bigger player in North America
and Australian markets giving us more credibility to win new
customers – North American revenue increased from $30.6m in
FY21 to $40.3m in FY22 and our largest customer is now a North
American customer with 10,500 connected vehicles.
Significant effort has been made to integrate the two teams to
encourage the appropriate culture of inclusiveness, diversity
and collaboration that ensures we attract and retain the right
people. The Coretex business had achieved considerable success
in the North American enterprise market in its customer verticals
and we now have the opportunity to build on this combined
strength. Coretex’s next generation hardware and platform
are critical to this success and we are also pleased to benefit
from the leadership of Coretex’s NA President & COO Akinyemi
Koyi (“AK”), who also previously was at the helm of Coretex’s
technology development for over seven years, and is now the
new President of the merged North American EROAD business.
We are even more excited now by the Coretex merger than we
were at the time we announced the deal. As we go through
the integration process our confidence in the Coretex products,
platform and pipeline only grows. Throughout FY23 we will
continue to focus on progressing the integration of the two
businesses to maximise the synergies and opportunities and
deliver on our growth ambitions. We expect to deliver the key
product and platform integration by the end of this calendar year.
LETTER FROM THE CHAIR AND CEO | EROAD Annual Report 20221617EROAD Annual Report 2022 | LETTER FROM CEO
Mark Heine
Chief Executive Officer
FY23 OUTLOOK
Looking ahead to FY23, growth momentum is expected to
further build through the year with the successful conversion of
some of the North American enterprise pipeline opportunities.
The enterprise pipeline remains robust with a total of 18 pilots
with enterprise customers, representing some 30,700 unit and
10,000 microtags across all markets.
It is anticipated Revenue will be between $150 million to $170
million reflecting the contribution of a full year of Coretex and
continued growth across all our markets. FY22 has been a
significant year of investment in capability to prepare for growth
and this investment will continue into FY23. As a result, EROAD
is targeting normalised EBIT (excluding one-off integration
costs) of between -$5m to breakeven (FY22: -$0.9m). This
reflects the step up in non-cash amortisation following
the Coretex merger and continued operating expenditure
pressures as the company experiences a tight labour market
and inflationary conditions. It is expected operating leverage
will improve from FY24 onwards as revenue growth builds
momentum and operating cost growth flattens.
Last year EROAD started a significant period of transition.
EROAD has accelerated its growth strategies and is well
positioned to build greater growth momentum over FY23 and
beyond. Longer term, based on FY22 AMRR, our forecasted
growth rate in-line with pre-COVID levels and launch of
functionality increasing ARPU, EROAD is targeting to deliver
ongoing strong growth in revenue, increasing to at least $250m
by FY25. EROAD’s cashflow, in conjunction with banking
facilities are sufficient to support these organic
growth ambitions.
I look forward to meeting you all and updating you on the progress
we have made towards delivering on our growth strategy.
ABOUT EROAD | EROAD Annual Report 202219EROAD Annual Report 2022 | ABOUT EROAD18
OUR BROADER AND IMPROVED
PRODUCT OFFERING
Hardware SolutionsAdd on Products and Services
EROADCORETEXEROADCORETEX
EhuboTMU1500Clarity DashcamPhilips ConnectIOT sensors and tag
Clarity Solo DashcamCoreHub
Next Generation
LogbookInspectCoretemp
EROAD WhereMinitagsCorevision camera
MyEROAD / 360 Hub
All Vehicles. All Assets. One Platform
Hardware enabling delivery of Saas subscriptions to solve customer problems
* EROAD’s Ehubo1, Coretex’s V301 , TMU750 and Gen-x are all included in unit numbers however come to the end of supply during FY23
Solving Customers Problems
ProductivityRoad Safety
Regulatory Compliance
Proof of Service
Food SafetyCertification of Quality
Measure and Reduce
Emissions
Industries
Professional TransportConstruction & Civils
Refrigerated TransportWaste & Recycling
EROAD continued to extend its platform offering with a focus
on opening up the addressable market for Enterprise customers.
During the year EROAD has released 10 enhancements and nine
new products to enable growth, including Clarity Solo Dashcam,
EROAD Analyst, EROAD Where Mini Tags, EROAD Geoalerts
and EROAD Satellite communications.
Through the merger of Coretex we have added our next
generation hardware and platform - the CoreHub and Core360,
significantly increasing our addressable market and product
market fit.
EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222021
OUR NEXT
GENERATION OFFERING
AA ccoommpplleettee,, ccoonnnneecctteedd nneettwwoorrkk tthhaatt wwoorrkkss wwiitthh yyoouurr ssyysstteemmss
Hardware and software alike, design of products focused on ease of use, safety,
flexibility and quality - to deliver accurate insights for customers
OOuurr nneexxtt ggeenneerraattiioonn ooffffeerriinngg
All vehicles. All assets. One platform.
DRIVER DEVICE
ELD & DVIR
Hours of Service
Messaging
Navigation
Job Workflow
Supports 3rd Party Apps
(Routeforme)
COREHUB
Wi-Fi Hub
Idle Time
Accelerometer
Engine Fault Codes
MyEROAD / 360 ENTERPRISE
SOLUTION
Analytics
Dashboards
Reporting
Alerting
Mapping
Replay
Action Engine
IFTA
Full Suite of APIs
Qualified Integration Team
Penske Integration
HOS APIs for JJ Keller
IoT TAGS & SENSORS
CAMERAS
HD Video streaming
Incident resolution
Driver Behavior
API
All Vehicles. All Assets. One Platform
A COMPLETE, CONNECTED NETWORK THAT WORKS WITH CUSTOMERS’ SYSTEMS
Hardware and software alike, design of products focused on ease of use, safety, flexibility and quality - to deliver accurate insights
for customers.
EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222223
WE NOW HAVE A BROADER AND IMPROVED SERVICE
OFFERING TO ENTERPRISE CUSTOMERS AND CUSTOMERS
FROM DIFFERENT INDUSTRIES
Road
Safety
ELD Fatigue
Management
Driver
Behaviour*
Video
Telematics*
Inspect
App*
CaRa
Alerts*
Re-Torque
Alerts*
Service
alerts*
Pre-trip
comms*
Regulatory
Compliance
NZAUUSA
Electronic
RUC
Driver
Logbook*
EWD Certification
underway*
FBT and
FTC*
ELD*WMT
Report
RUAF/IFTA
Report
Fuel tax
Report
CA ELD Certification
underway
Productivity
Real-time Location
& Geofencing*
Geofence
Alerts
Tracking &
Tracing
Engine and Fuel
Report*
Analysis
Dashboards*
Job
Management*
Satellite
Communications*
Analyst and
Data Connector*
EROAD
Share
APIs and
Integrations*
Two-way
Messaging
BookIt
App*
ECM
Diagnostics*
Asset
Tracking*
Trailer Tractor
Linking
Trailer Tracking &
Monitoring
Route
Optimisation +
Scheduling*
Work Orders
Push-to-cab*
Food Safety
Real time
Alerts
Core
Temperature
Monitoring*
Core
Temp*
Proof of
Service
Trace, Track &
Service verification
Quality
Assurance
Core
Temp*
Concrete
Assurance
Reduce
Time-to-pour
Proof
of Service
Missed Stop
Identification
Exception
Recording
Residential &
Commercial Waste App
PROFESSIONAL TRANSPORTREFRIGERATED TRANSPORT
CONSTRUCTION
WASTE
* Provides additional ARPU over and above normal subscriptions
* Helps customers with their sustainability efforts
EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222425
THE NEXT GENERATION
SOLUTION MEETS THE NEEDS
OF PROFESSIONAL TRANSPORT,
REFRIGERATED TRANSPORT,
CONSTRUCTION AND WASTE
INDUSTRIES
IN CAB PROFESSIONAL
TRANSPORT
REFRIGERATED
TRANSPORT
CONSTRUCTION WASTE AND
RECYCLING
CoreHub can easily connect and integrate
with AI Cameras, combining with driver
data and behaviour to give an indepth look
into the driver’s performance. CoreHub also
meets ELD certification and has a rule set
engine built in, ensuring the driver’s safety
and compliance.
Combine door, temperature and humidity
sensors with geofences and custom
alerting to create a comprehensive view
of reefer units, ensuring compliance and
safety across all loads.
Using the drum rotation sensor and water
add meter, collect detailed job data. Easily
integrate this data to dispatch systems and
automated job workflows to streamline
complex supply chain processes.
By installing bin sensors on the arms of the
truck, receive specific and detailed data
on exactly the customers the drivers have
visited. By combining this information with
specific routes, easily see in real time route
compliance and optimisation.
EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222627
OUR
MARKET
EROAD Annual Report 2022 | OUR MARKETOUR MARKET | EROAD Annual Report 20222829
NEW ZEALAND
CONTINUED EXECUTION OF STRATEGY
In New Zealand contracted units grew by 22% to 106,916 despite
COVID-19 lock-down restrictions and some supply chain issues.
This growth reflected the acquisition of Coretex, organic growth
of existing and new customers and sales of Clarity Solo cameras
since end of October 2021.
Reflecting the quality of EROAD’s product and customer
offering EROAD’s stand alone Asset Retention Rate remained
high at 97.3% with 608 customers (representing 22,961 units)
renewing their plan during the year.
It was a major year of renewals for the New Zealand market
with a number of large enterprise customers re-signing during
the year including New Zealand’s largest enterprise customer
Downer EDI Limited who renewed their contract for 5,500 units
through to December 2025. EROAD continued to expand its
relationship with Downer New Zealand through this contract by
also including a subscription to EROAD Analyst, EROAD Inspect
and In-cab pre-Trip Comms and service alerts in addition to
existing services provided by EROAD’s Safe Driver product.
In total, 606 customers added products and services such as
Clarity Dashcam, Logbook or BookIt to their plan, representing
some 34,089 subscriptions. This resulted in Average Revenue
per Unit (ARPU) increasing from $56.18 to $56.45.
FY23 FOCUS
Looking forward to FY23 we expect to see unit growth at similar
levels to pre FY21 (added 9,000+ connected vehicles pa), with
focus on increased sales of Clarity Dashcam. EROAD is well
underway with work to provide ESG solutions to customers
to help them decarbonise and convert to EV fleets. EROAD
currently has five pilots underway representing around 2,700
connected units.
New Zealand had an exceptional year reaching over
100,000 connected vehicles with growth in new and
existing customers
106,916$45.2m
UNITSEBITDA
(FY21: 87,892)(FY21: $38.8m)
60897.3%
CUSTOMERS RENEWED THEIR PLANEROAD ASSET RETENTION RATE
(22,961 UNITS)
(FY21: 95.8%)
97.3%606
CORETEX 4 MONTH ASSET
RETENTION RATE
CUSTOMERS ADDED PRODUCTS AND
SERVICES TO THEIR PLAN
(34,089 SUBSCRIPTIONS)
$56.45
NZ MONTHLY SAAS ARPU
(FY21: $56.18)
EROAD Annual Report 2022 | OUR MARKETOUR MARKET | EROAD Annual Report 20223031
NORTH AMERICA
CONTINUED EXECUTION OF STRATEGY
In North America contracted units more than doubled from
35,437 to 87,682 units reflecting the acquisition of Coretex
which added 50,628 units at 30 November 2021 and
organic growth.
COVID-19 has impacted EROAD’s small-to-medium size
customers and as a result EROAD’s net sales were below
expectations throughout FY22 as we saw increased churn
through the 3G upgrade renewable programme. The 3G to 4G
upgrade programme is near completion with 94% of EROAD
legacy customers and 88% of Coretex legacy customers now on
4G hardware.
As a result of this increased churn and the loss of an Enteprise
customer who was acquired and aligned its technology with its
acquirer, EROAD’s stand alone Asset Retention Rate fell from
92.8% to 84.2%. Coretex’s 4 month Asset Retention Rate from
30 November 2021 was 98.3%.
CORETEX INTEGRATION
The initial focus of the Coretex integration was building sales as
quickly as possible in the North American market. The EROAD
and Coretex sales and marketing teams are now integrated
and aligned facing into the market as one organisation. Sales
activities for the new Coretex 360 platform and Corehub
hardware solutions are underway as EROAD’s next generation
product platform.
FY23 FOCUS
EROAD currently has eight enterprise customer pipeline
opportunities at the pilot stage relating to potential
opportunities of approximately 26,000 connected units. It is
expected growth momentum will build through the year with
the successful conversion of some of these opportunities.
Regained growth momentum following the Coretex
merger completion which improved product market fit
and enterprise capabilities
87,682$9.4m
UNITSEBITDA**
(FY21: 35,437)(FY21: $10.0m)
507
84.2%
CUSTOMERS RENEWED THEIR PLAN
EROAD ASSET RETENTION RATE
(8,364 UNITS)(FY21: 92.8%)
98.3%207
CORETEX 4 MONTH ASSET
RETENTION RATE
CUSTOMERS ADDED PRODUCTS AND
SERVICES TO THEIR PLAN
(3,815 SUBSCRIPTIONS)
US
$39.02
*
MONTHLY SAAS ARPU*
(FY21: US$42.95)
reflecting the high proportion of trailers
and purchase of hardware upfront with
Coretex’s customer base
*In NZ$ North America ARPU fell from NZ$65.03 in FY21 to NZ$56.38 in FY22
** Includes one-off COVID-19 grant revenue of $1.6m
EROAD Annual Report 2022 | OUR MARKETOUR MARKET | EROAD Annual Report 20223233
AUSTRALIA
CONTINUED EXECUTION OF STRATEGY
The size of our Australian presence increased significantly in
FY22 with contracted units increasing from 2,874 to 14,099
reflecting the acquisition of Coretex which added 7,892
contracted units on 30 November 2021 and the roll out of Ventia
AU adding 2,723 units. This market was impacted by continued
lock-downs throughout the year and as such EROAD only saw
organic growth adding 610 contracted units and 49 Clarity Solo
dashcams during the year.
FY23 FOCUS
Australia remains a substantial growth opportunity in the
medium term. For H1 FY23 the focus will be on Clarity Solo
cameras and EROAD Where tag sales, with further growth
momentum indicated following the launch of the fully integrated
Coretex and EROAD platform towards the end of 2022. In the
Australian market EROAD has five ongoing Enteprise customer
pilots for about 2,000 contracted units and 10,000 microtags.
Australia delivered its first year of positive EBITDA and strong
growth in ARPU reflecting the successful roll out of Ventia AU
and continued growth in small-to-medium customers
14,099
$0.1m
UNITSEBITDA
(FY21: 2,874)(FY21: $(0.9)m)
16
88.4%
CUSTOMERS RENEWED THEIR PLAN EROAD ASSET RETENTION RATE
(272 UNITS)(FY21: 93.7%)
99.4%148
CORETEX 4 MONTH ASSET
RETENTION RATE
CUSTOMERS ADDED PRODUCTS AND
SERVICES TO THEIR PLAN
(1,745 SUBSCRIPTIONS)
AU
$ 36.69
MONTHLY SAAS ARPU*
(FY21: AU$33.16)
*In NZ$ Australian ARPU increased from NZ$35.50 in FY21 to NZ$38.99 in
FY22
EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20223435
EROAD’s FY22 financial result reflects investment in capability
and an number of one-off impacts. The New Zealand business
had a exceptional year achieving good growth despite
the challenges that COVID-19 has brought. Australia too
demonstrated good growth and achieved positive EBITDA
for the first time as a result of the successfully roll out of the
Ventia contract and continuing to build small-to-medium size
customers. Connected vehicle growth in North America regained
moemetum in Q4 following the Coretex merger which improved
product market fit and enterprise capabilities.
REVENUE
Revenue increased 25% to $114.9m, with underlying SaaS
revenue growing 22% and revenue growth across all regions.
New Zealand revenue increased from $59.8m to $69.8m with
contracted units increasing from 87,892 to 106,916 including
the additional 7,637 units on 30 November 2021 following the
Coretex merger and organic growth of 11,387 units reflecting
growth in existing and new customers. New Zealand ARPU grew
from $56.18 to $56.45 as 606 customers added products and
services to their plan (representing some 34,089 subscriptions)
including dashcam Clarity, Logbook and Inspect sold to existing
customers. It was a major year of renewals in New Zealand with a
number of major enterprise customers re-signing during the year.
North American revenue increased from $30.6m to $40.3m
reflecting the significant scale in this region added through the
merger of Coretex which added 50,628 connected units as at
30 November when the deal completed. Organic growth of
1,617 connected units reflected churn that resulted from the 3G
upgrade programme renewals as challenging macro-economic
conditions impacted small-to-medium customers and the loss of
1,751 units as EROAD lost an enterprise customer who aligned its
technology with an acquirer. Connected unit growth started to
build momentum again in Q4 following the merger with Coretex
North American ARPU fell from US$42.95 to US$39.02 reflecting
the high proportion of trailers and purchase of hardware upfront
with Coretex’s customer base.
Revenue in Australia increased from $1.4m to $3.9m reflecting
the 7,892 units added at the time of the Coretex merger, the roll-
out of the Ventia AU contract (2,723 units and organic growth of
small-to-medium customers which added 610 units.
Following the acquisition of Coretex, revenue includes outright
hardware sales that do not have ongoing contractual conditions.
This is $2.5m for the 4 month period and is expected to reduce
over time as customers shift to rental models. Non-recurring
revenue including one-off acquisition accounting revenue
($1.3m) and early termination fees related to the large enterprise
customer in North America have increased other revenue. A
similar one-off item is also in FY21 (forgiveness of the North
American COVID-19 government support ($1.6m).
THE NUMBERS
OPERATING EXPENSES
Operating expenditure increased significantly from $61.2m to
$93.9m. This increase includes transaction and integration costs
($7.6m), four months of Coretex operating expenditure ($13.6m)
and increased employee costs ($8.3m) as EROAD invested
in its people capability in a tight labour market to ensure
delivery of future growth strategy. Growth in personnel costs
to deliver increased R&D and to manage global supply chain
pressures were two areas of investment during FY22, along with
inflationary pressures in competitive labour markets impacted by
COVID restrictions.
EBITDA
Reported EBITDA reduced from $30.4m
*
to $21.0m, representing
an EBITDA margin of 18%. For FY22, once transaction and
integration costs are excluded, normalised EBITDA is $27.3m, a
decrease from normalised EBITDA for FY21 of $29.1m. EROAD’s
normalised EBITDA margin is 24%. EBIT fell from $5.1m in FY21
to a reported loss of $7.2m and a normalised EBIT of $0.9m
reflecting significantly higher non-cash amortisation and
depreciation following the acquisition of Coretex.
Continued strong growth into existing customer fleets, along
with attracting new customers and continued high asset
retention has resulted in a 16% increase in New Zealand EBITDA
to $45.2m.
North American EBITDA fell $0.6m reflecting the one-off
COVID-19 grant received in FY21 and impacts of global supply
chain cost pressures related to legacy Coretex product.
Significant investment in sales and marketing was also made
during the year. H2 EBITDA grew 124% reflecting the larger
Coretex revenue base in North America.
FY22 is the first year Australia has had a positive EBITDA
following the acquisition of Coretex, due to roll-out of Ventia and
steady growth in small-to-medium customers.
FY21FY22
$
(18.6)m
$
(13.1)m
$
(12.8)m
$
(47.9)m
FY18FY19FY20FY21
-
30.0
40.0
20.0
10.0
-
40.0
20.0
80.0
100.0
60.0
120.0
FY18FY19FY20FY22
$
43.8m
$
10.5m
$
15.6m
$
27.1m
$
28.8m
$
21.0m
$
61.4m
$
81.2m
$
114.9m
FY21FY18FY19FY20FY22FY21FY21
-
30.0
40.0
20.0
10.0
$
10.5m
$
15.6m
$
27.1m
$
30.4m*
$
27.3m
FY18FY19FY20FY22FY21
$
91.6m
-
25.0
(25.0)
(50.0)
$
5.3m
EBITDA
REPORTEDNORMALISED
*
-31%-5%
FREE CASH FLOWS
EXCLUDING MERGER
FY21FY22
$
(18.6)m
$
(13.1)m
$
(12.8)m
$
(47.9)m
FY18FY19FY20FY21
-
30.0
40.0
20.0
10.0
-
40.0
20.0
80.0
100.0
60.0
120.0
FY18FY19FY20FY22
$
43.8m
$
10.5m
$
15.6m
$
27.1m
$
28.8m
$
21.0m
$
61.4m
$
81.2m
$
114.9m
FY21FY18FY19FY20FY22FY21FY21
-
30.0
40.0
20.0
10.0
$
10.5m
$
15.6m
$
27.1m
$
30.4m*
$
27.3m
FY18FY19FY20FY22FY21
$
91.6m
-
25.0
(25.0)
(50.0)
$
5.3m
-$53.2
REVENUE
FY21FY22
$
(18.6)m
$
(13.1)m
$
(12.8)m
$
(47.9)m
FY18FY19FY20FY21
-
30.0
40.0
20.0
10.0
-
40.0
20.0
80.0
100.0
60.0
120.0
FY18FY19FY20FY22
$
43.8m
$
10.5m
$
15.6m
$
27.1m
$
28.8m
$
21.0m
$
61.4m
$
81.2m
$
114.9m
FY21FY18FY19FY20FY22FY21FY21
-
30.0
40.0
20.0
10.0
$
10.5m
$
15.6m
$
27.1m
$
30.4m*
$
27.3m
FY18FY19FY20FY22FY21
$
91.6m
-
25.0
(25.0)
(50.0)
$
5.3m
+25%+25%
Corporate EBITDA loss grew $16.1m which included integration
and transaction costs ($7.6m) and 4 months of Coretex costs
($2.9m). Our R&D and global supply chain teams grew to address
pressure points. Border closures impacted labour markets, creating
inflationary pressure and increased annual leave costs were
incurred (with less leave taken during NZ lock downs).
DEPRECIATION AND AMORTISATION
Total Depreciation and Amortization increased from $25.3m to
$28.2m reflecting increased amortisation associated with the
merger of Coretex intangibles and growth in R&D activity.
BALANCE SHEET
Cash has decreased $43.2m following the purchase of Coretex
and growth in property, plant and equipment (PPE), as increased
inventory is held to ensure continuity of supply given global
supply chain pressures.
Other assets increased from $9.5m to $27.2m as a result of
the combination of an increase in our receivables balance
following the Coretex merger, growth in prepayments to secure
component parts and the reclassification of some intangible
costs to prepayments following the new IFRS guidance in
relation to treatment of Cloud.
Contract Fulfilment and Customer Acquisition Assets increased
by $2.0m (across both current and non-current portions)
reflecting growth and a strong period of renewals.
Intangibles growth from $40.6m to $228.4 primarily relates
to the purchase of Coretex and includes R&D, brand value,
customer contracts and goodwill. These were independently
valued to reflect fair market values. There has also been $23.7m
R&D development capitalised during the year.
Borrowings from long term bank loans have reduced form
$35.0 to $32.1m due to scheduled repayments. Other liabilities
includes an estimate for the contingent payable related to the
Coretex merger.
FREE CASH FLOW
Free cash flow (excluding the merger costs) fell by $53.2m to
-$47.9m reflecting growth in Property, Plant and Equipment
reflecting both unit growth but also the investment in inventory
to help ensure continuity of supply as global supply pressures
occur and increases in R&D, including outsourcing development
to support flexibility to scale up and down in the future.
*Restated
EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20223637
THE FINANCIAL METRICS
We measure ourselves by
MONITORING PERFORMANCE
leading growth indicators
MONITORING PERFORMANCE
profitability
ANNUALISED MONTHLY RECURRING REVENUE ($m)
COST TO ACQUIRE CUSTOMERS AS % OF REVENUE
FUTURE CONTRACTED INCOME ($m)
COST TO ACQUIRE PER UNIT*
30.0
60.0
90.0
120.0
150.0
66.5
84.0
88.4
134.6
-
FY19FY20FY22FY21
-
50
100
150
200
100.5
117.4
134.4
141.9
190.2
FY19FY18FY20FY22FY21
100
200
300
400
500
600
-
FY21FY22
$451
$587
Annualised Monthly Recurring Revenue (AMRR) increased
reflecting growth in recurring revenues from the Coretex
merger, along with new units and SaaS ARPU, supported by a
positive FX impact of $0.2m in FY22.
Future Contracted Income (FCI) increased with the merger
of Coretex and a considerable number of large enterprise
renewals in New Zealand along with the continuing 3G and 4G
roll-out in North America.
Total R&D spend of $31.7 m, of which $1.4m was spent on
integration. For FY23 Total R&D is expected to increase to
around $38m.
CAC would be expected to trend downwards over time as
revenue grows, reductions will be partly offset by investment
in development markets ahead of revenues.
Cost to Acquire has increased due to marketing spend
returning to pre-COVID levels and staff investment.
CTS has increased reflecting Coretex costs and ongoing billing
improvements and automated customer support. CTS will
improve over time as operations are integrated, scaled and
leverage increases.
* The cost to acquire per unit methodology has changed and is now based on gross unit growth (FY21 restated).
6
5
4
2
3
11
11
15
17
18
24
22
20
13
14
-
5
10
15
20
25
FY22FY21FY20FY19FY18
Total CACCAC CapitalisedCAC Expensed
MONITORING PERFORMANCE
enterprise value from existing
customer base
RESEARCH AND DEVELOPMENT ($m)ARPU
EROAD STAND ALONE
ASSET RETENTION RATE
COST TO SERVICE AND SUPPORTAS % OF REVENUE
5.0
10.0
15.0
20.0
25.0
30.0
35.0
-
13.4
5.1
8.3
9.6
13.1
23.7
6.0
8.2
8.0
15.6
21.3
31.7
FY19FY20FY22FY21
10
20
30
40
50
60
-
FY18
FY19
FY21FY22FY20
$
54.32
$
55.08
$
58.38
$
58.30
$
55.57
20
40
60
80
100
95.8%
94.4%
95.2%
94.9%
93.4%
*
-
FY18
FY19
FY21FY22FY20
Monthly SaaS ARPU down from FY21 reflecting
improvement in selling additional products, offset by
Coretex’s lower ARPU (due to historical revenue model of
selling hardware upfront) and a $1.64 negative
FX impact.
EROAD’s Asset Retention Rate has remained relatively
stable over time. Significant renewal programmes, in
particular North America with the 3G upgrade programme
saw significant fleet reduction due to lagging COVID-19
impacts. Coretex’s 4 month Asset Retention Rate was 98.4%.
5.0
-
1
2
3
4
5
6
7
FY22FY21FY20FY19FY18
4.6
4.5
4.6
6.4
CTS
R&D Expensed
R&D Capitalised
EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20223839
EROAD’S TRACK RECORD
FY22
FY21
(restated)
FY20FY19FY18
Income statement
Revenue $114.9$91.6m$81.2m$61.4m$43.8m
EBITDA $21.0m $30.4m
*
$27.1m$15.6m$10.5m
EBITDA margin18%34%33%25%24%
(Loss)/profit before tax$(10.4)m$2.6m $1.4m$(5.1)m$(5.9)m
Total comprehensive profit/(loss) after tax $(9.9)m$2.0m$(0.3)m$(6.0)m $(3.7)m
Balance sheet
Total current assets $61.5m$82.6$34.0m$43.9m$46.6m
Total non-current assets $305.6m$87.0m$91.8m$79.3m$64.5m
Total liabilities $119.4m$67.4$74.5m$71.9m$54.4m
Cash flow
Net cash inflow from operating activities $14.3m$28.1m$23.1m$14.3m$5.2m
Net cash outflow from investing activities $(134.6)$(22.8)$(35.9)m$(27.3)m$(23.8)m
Free cash flow $(120.3)m $5.3m $(12.8)m$(13.0)m$(18.6)m
Financial performance metrics
Annualised monthly recurring revenue $134.6m$88.4m$84.0m$66.5mn/a
Future contracted income $190.2m$141.9m$134.4m$117.4m$100.5m
R&D$31.7m$21.3m$15.6m$13.4m$9.8m
Monthly SaaS average revenue per unit $55.57$58.30$58.4$55.1$54.3
EROAD stand-alone asset retention rate93.4%94.9%95.2%94.4%95.8%
Cost to acquire customers as a % of revenue 14%13%20%22%24%
*Restated
EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20224041
OUR
LEADERSHIP
TEAM
EROAD Annual Report 2022 | OUR LEADERSHIP TEAM OUR LEADERSHIP TEAM | EROAD Annual Report 20224243
THE MANAGEMENT TEAM
MARK HEINE
Chief Executive Officer
Mark began his tenure as CEO in June 2022. With a deep knowledge of EROAD’s business
coupled with his well established legal expertise, Mark is best placed to lead EROAD.
Mark joined EROAD in 2015 after establishing himself as a well regarded lawyer in NZ and
Australia. He has experience across a range of legal areas including corporate, commercial,
M&A, litigation, privacy, IP and anti trust. Mark has also been employed as a barrister in New
Zealand and holds current practicing certificates for New Zealand and Australia.
He holds an LLB and BA from the University of Otago.
MATT DALTON
Chief Operating Officer
Matt is responsible for the global operations of EROAD, focusing on execution of strategy.
With a strong technical delivery background, prior roles include CTO and Director of
Professional Services along with a solid engineering foundation. Matt has global delivery
experience across multi region teams and customers; working throughout NZ, Australia, USA
and UK. Graduated from University of Auckland with a BCom.
AKINYEMI KOYI
President North America & Chief Innovation officer
Akinyemi Koyi (AK) has more than 20 years of experience as a leader and innovator in the
technology sector. Working in a variety of industries, Akinyemi has built, managed and
nurtured highly skilled, successful teams while overseeing complex engineering projects. He
joined EROAD in 2021 when EROAD acquired Coretex, a telematics company where Akinyemi
was Chief Operating Officer and Chief Technology Officer. Akinyemi brings to EROAD a
dedication to innovation, a people-focused leadership style and a commitment to creating
technology solutions that make our customers safer and more successful.
BRIDGET O’SHANNESSEY
Acting Chief People Officer
Bridget joined EROAD in January 2022 to lead the People & Capability Team. Bridget is a
highly experienced Human Resources practitioner both nationally and internationally. She
has worked with many leadership teams, boards and remuneration committees in both the
public and private sectors spanning a diverse range of industries including, manufacturing,
finance and technology. Bridget’s key focus is on organisational culture, leadership, talent and
succession, and employee value proposition.
KSENIJA CHOBANOVICH
Acting General Counsel
Ksenija joined EROAD over 5 years ago and in April 2022 she stepped into the role of Acting
General Counsel. Ksenija is a highly experienced legal professional with specialist knowledge
of telco, technology and SaaS businesses. With cross-jurisdictional expertise, Ksenija manages
EROAD’s legal function and ensures delivery of our strategic objectives. She holds an LLB and
BCom (Marketing) from the University of Wellington.
SARAH THOMPSON
Chief Product Officer
Sarah joined EROAD in March 2019 to oversee our product research and development.
She brings a wealth of experience to this global role that includes creating and executing
product strategy across a range of software companies, delivering to health and large
insurance organisations globally. Sarah joined from a similar role at Orion Health. She holds
a B(Des) and has attended the Executive Leadership Development program at Stanford
Business School.
TONY WARWOOD
Executive General Manager, ANZ Business
Tony leads our New Zealand and Australian businesses. Tony joined EROAD with our first
customers back in 2009. A qualified mechanic, he brings first-hand experience of the
challenges our customers face, given his foundational career included being a heavy vehicle
mechanic and fleet manager.
TIM HOGAN
Chief Technology Officer
Tim joined EROAD in December 2020 to lead our technology function. He has extensive
experience in the technology sector and has held key leadership roles at major global
companies including Warner Bros. and TiVo. He has previously launched and localised
technology services in 11 markets around the world.
NINA ELTER
SVP, Global Market Development
Nina joined EROAD in February 2012 and leads the Global Market Development team,
responsible for finding and evaluating new opportunities on the global landscape that
enable safer and sustainable roads for all. She is an international strategist and her career
spans more than 20 years working in the technology, trucking, tolling and fuel card sector
across Europe, the Americas and Australasia. Nina is a member of the executive committee
of the International Road Federation (IRF Global) and an active member of several other
international transportation associations and committees.
MARGARET WARRINGTON (DELANY)
Acting CFO
Margaret joined EROAD in September 2020 as Group Financial Controller and is currently
seconded into the acting CFO position. Margaret is highly experienced with more than 12
years in senior finance and commercial positions across a number of sectors. She joined
EROAD from Head of Finance at Summerset Group, and prior to this held CFO roles in
the public sector. She is a CA and graduated from Victoria University with a Bachelor of
Commerce and Diploma in teaching. Margaret also chairs GBB charitable trust, a national
charity with 3,000 volunteers.
EROAD Annual Report 2022 | OUR LEADERSHIP TEAM OUR LEADERSHIP TEAM | EROAD Annual Report 20224445
THE BOARD
GRAHAM STUART
Chairman, Independent Director,
Auckland
Appointed: January 2018, Chairman
from August 2018
Board Committees: Finance, Risk
and Audit, Remuneration, Talent and
Nomination
Graham brings extensive leadership and
governance experience. He has previously
served as CEO of Sealord Group and CFO then
Director of Strategy and Growth at Fonterra.
More than half his executive career was spent as
Chief Financial Officer or equivalent and he has
business experience across Asia, Europe, the UK
and Latin America. In addition to his impressive
executive resume, Graham brings significant
board experience in NZ, Europe, Australia, and
Latin America and currently serves on four
listed company boards. Graham holds a Master’s
degree in Science and a Bachelor of Commerce
in Finance.
BARRY EINSIG
Independent Director, Pennsylvania
Appointed: January 2020
Board Committees: Remuneration, Talent
and Nomination
Located in Pennsylvania, Barry brings
considerable knowledge of the North American
transport market as well as global automated
and connected vehicle expertise. He is currently
a Vice President at Econolite and has held
other senior leadership positions within the
transport industry. Barry was an advisor to
the Singapore Ministry of Transportation on
their Highly Automated Vehicle Programme.
In addition, he has reviewed work undertaken
by the Transportation Research Board and has
created patent-approved technology used in
Public Safety Networks. Barry holds a Bachelor
of Science (Environmental Biology).
TONY GIBSON
Independent Director, Auckland
Appointed: October 2009
Board Committees: Remuneration, Talent
and Nomination (Chairman) and Finance,
Risk and Audit Committees
Tony joined the EROAD Board in October 2009
and brings more than 30 years’ experience in
shipping, logistics, technology and governance.
Tony is one of New Zealand’s most experienced
transport professionals, having previously
served as the Chief Executive of Ports of
Auckland and in 2008 the Minister of Transport
appointed him to the Road User Review Group.
Tony has worked in various senior management
positions across Africa, Asia and Europe and
is currently a director for Marsden Maritime
Holdings and North Tugz. He is currently
EROAD’s longest serving director.
SARA GIFFORD
Independent Director, Massachusetts
Appointed: April 2022
Board Committees: Remuneration,
Talent and Nomination
Based in Boston, Sara has extensive leadership
experience in software companies and is well
versed in logistics, transportation, product
implementation, and sales. She has significant
business experience across North America,
Europe, Southeast Asia, Australia, and NZ.
Sara served as the Chief Solutions Officer and
executive board member of Quintiq and is a
director of North American company Spiro. Sara
is also the co-founder and director of Activote,
a non-partisan application enabling voting in
North America. Sara holds a Bachelor of Science
in Computer Engineering and a Master’s of
Science in Software Engineering.
SUSAN PATERSON
Independent Director, Auckland
Appointed: March 2019
Board Committees: Finance, Risk and
Audit (Chair) and Remuneration, Talent
and Nomination Committee
Susan is a highly sought-after professional
director with more than 25 years Board/Chair
experience in NZX/ASX listed companies,
private companies, government entities and
not for profits. With a pharmaceutical and
management background and an MBA (London
Business School), she has worked in a range
of consulting and management positions
throughout New Zealand and internationally.
Susan is an appointed Officer of New Zealand
Order of Merit (services to governance) and was
awarded Chartered Fellow status by the Council
of the Institute of Directors. Susan holds an
MBA and Bachelor of Pharmacy.
SELWYN PELLETT
Executive Director, Auckland
Appointed: December 2021
Board Committees: Remuneration,
Talent and Nomination
Selwyn is an acclaimed technology
entrepreneur with more than 40 years’
experience in electronics supply chains,
enterprise level network security and telematics
in Asia, Australia, NZ, North America and
Europe. He has extensive experience in
international sales, marketing, strategic
planning and supply chain management,
spanning small start-ups to multibillion-dollar
corporations. Selwyn was the founder and CEO
of Coretex Limited before the merger with
EROAD, and the previous co-founder, CEO and
Chairman of Endace Ltd. Selwyn’s leadership,
vision and significant contribution to New
Zealand’s technology sector was recognised
by the New Zealand Hi Tech Association who
named him as a ‘Flying Kiwi’ in 2009.
EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20224647
FINANCIAL
STATEMENTS
EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20224849
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2022
2022
Restated
2021
Notes
$M's$M’s
Revenue3 114.9 91.6
Operating expenses4(93.9)(61.2)
Earnings before interest, taxation, depreciation and amortisation
21.0
30.4
Depreciation of property, plant and equipment14(10.4)(9.6)
Amortisation of intangible assets16(11.0)(8.9)
Amortisation of contract and customer acquisition assets7(6.8)(6.8)
Earnings before interest and taxation
(7.2)
5.1
Finance income0.10.2
Finance expense(3.3)(2.7)
Net financing costs8
(3.2)
(2.5)
(Loss)/profit before tax (10.4)2.6
Income tax benefit90.8(0.1)
(Loss)/Profit after tax for the period attributable to the
shareholders
(9.6)2.5
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss(0.3)(0.5)
Total comprehensive (loss)/profit for the period(9.9)2.0
(Loss)/Earnings per share - basic (cents)
11
(10.07)3.33
(Loss)/Earnings per share - diluted (cents)
11
(9.98)3.33
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
*Refer to Note 2(h) for details on 2021 restatement.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
2022
Restated
2021
Notes$M's$M’s
Current assets
Cash and cash equivalents12 13.9 57.1
Restricted bank accounts12 14.7 10.5
Trade and other receivables13 27. 2 9.5
Contract fulfilment costs7 3.6 3.0
Costs to obtain contracts7 2.1 2.5
Total current assets 61.5 82.6
Non-current assets
Property, plant and equipment14 61.7 34.7
Intangible assets16 228.4 40.6
Contract fulfilment costs7 3.3 2.4
Costs to obtain contracts7 1.9 1.0
Deferred tax assets10 10.3 8.3
Total non-current assets 305.6 8 7.0
Total assets 3 67.1 169.6
EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20225051
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
AS AT 31 MARCH 2022
2022
Restated
2021
Notes$M's$M’s
Current liabilities
Borrowings18 2.1 6.4
Trade payables and accruals17 37.1 7. 8
Payables to transport agencies12 15.0 10.5
Contract liabilities19 5.7 3.9
Lease liabilities15 1.4 1.0
Employee entitlements 4.6 2.4
Total current liabilities 65.9 32.0
Non-current liabilities
Borrowings18 30.0 28.6
Contract liabilities19 6.2 2.7
Lease liabilities15 4.3 4.2
Derivative financial liabilities20 0.2 -
Deferred tax liabilities10 12.8 -
Total non-current liabilities 53.5 35.5
Total liabilities 119.4 67. 4
Net assets 247.7 102.1
Equity
Share capital11 293.3 131.7
Share capital premium/discount (6.5)-
Reserves (3.7)(3.4)
Accumulated loss (35.4)(26.2)
Total shareholders' equity247.7102.1
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
Share
Capital
Share
Premium/
Discount
Accumulated
loss
Translation
Reserve
Hedging
Reserve
Total
Notes$M’s$M’s$M’s$M’s$M’s
Balance as at 1 April 2020,
as previously reported
80.7 - (26.5) (2.9)- 51.3
IFRS change in accounting policy,
net of tax
2(h) - - (3.0) - - (3.0)
Restated balance as at 1 April 2020 80.7 - (29.5) (2.9) - 48.3
Restated profit after tax for the period - - 2.5 - - 2.5
Other comprehensive income - - - (0.5)- (0.5)
Total comprehensive income for the
period, net of tax
- - 2.5 (0.5) - 2.0
Transactions with owners
of the Company
Equity settled share-based payments - - 0.8 - - 0.8
Share capital issued
11
51.0 - - - - 51.0
Restated balance at 31 March 2021 131.7 - (26.2) (3.4) - 102.1
Balance at 1 April 2021 131.7 - (26.2) (3.4) - 102.1
Loss after tax for the period - - (9.6) - - (9.6)
Other comprehensive income - - - (0.1) (0.2) (0.3)
Total comprehensive loss for the
period, net of tax
- - (9.6) (0.1) (0.2) (9.9)
Transactions with owners
of the Company
Equity settled share-based payments 1.3 - 0.4 - - 1.7
Share capital issued
11
80.4 - - - - 80.4
Share capital issued relating to
business combination
11
79.9 (6.5) - - - 73.4
Balance at 31 March 2022 293.3 (6.5) (35.4) (3.5) (0.2) 247.7
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Chair of the Finance, Risk and A
udit Committee, 26 May 2022
Chairman, 26 May 2022
EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20225253
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2022
2022
Restated
2021
Notes$M’s$M’s
Cash flows from operating activities
Cash received from customers109.492.3
Payments to suppliers and employees(92.2)(61.7)
Interest received0.1-
Interest paid(2.9)(2.5)
Tax (paid)/received(0.1)-
Net cash inflow from operating activities 14.3 28.1
Cash flows from investing activities
Payments for investment in property, plant & equipment14(28.4)(4.7)
Payments for investment in intangible assets16(24.9)(13.1)
Payments for investment in contract fulfilment assets7(5.7)(3.5)
Payments for investment in customer acquisition assets7(3.2)(1.5)
Payments for investment in subsidiary, net of cash acquired2(i)(72.4)-
Net cash outflow from investing activities (134.6) (22.8)
Cash flows from financing activities
Receipts from bank loans1832.11.7
Repayments of bank loans18(35.0)(2.5)
Payment of lease liability15(1.6)(1.6)
Receipts from issue of equity85.052.9
Payments for costs of raising equity(3.4)(2.1)
Net cash inflow from financing activities 7 7.1 48.4
Net (decrease)/increase in cash held (43.2) 53.7
Cash and cash equivalents 57.1 3.4
Closing cash and cash equivalents 13.9 57.1
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
RECONCILIATION OF OPERATING CASH FLOWS WITH REPORTED PROFIT AFTER TAX
FOR THE YEAR ENDED 31 MARCH 2022
2022
Restated
2021
Notes$M’s$M’s
Reconciliation of operating cash flows with reported profit after
tax
Profit after tax for the year attributable to the shareholders(9.6)2.5
Add/(less) non-cash items
Tax asset recognised(1.1)0.1
Depreciation and amortisation28.225.3
Other non-cash expenses/(income)1.4(1.1)
28.524.3
Movements in other working capital items
Decrease/(increase) in trade and other receivables(10.4)2.7
Increase/(decrease) in contract liabilities5.3(1.6)
Increase/(decrease) in trade payables, interest payable and
accruals
0.5 0.2
(4.6)1.3
Net cash from operating activities14.328.1
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20225455
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
NOTE 1 REPORTING ENTITY AND STATUTORY BASE
EROAD Limited (the “Company”) is a company domiciled in New Zealand registered under the Companies Act 1993 and listed on the
New Zealand Stock Exchange (NZX) Main Board and Australian Stock Exchange (ASX). The Company is a FMC reporting entity for the
purposes of the Financial Markets Conduct Act 2013. The financial statements have been prepared in accordance with the requirements
of that Act and the Financial Reporting Act 2013. The consolidated financial statements comprise EROAD Limited and its subsidiaries (the
“Group”). The Group provides electronic on-board units and software as a service to the transport industry.
Other than as described in note 2(h), the accounting policies below have been applied consistently to all periods presented in these
financial statements.
NOTE 2 BASIS OF ACCOUNTING
(a) Basis of preparation
The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP).
The Group is a for-profit entity for the purposes of complying with NZ GAAP. The financial statements comply with New Zealand
equivalents to International Financial Reporting Standards (NZ IFRS) for Tier 1 entities, other New Zealand accounting standards, and
authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also comply with International Financial
Reporting Standards.
(b) Changes in accounting policies
During the year, the Group revised its accounting policy in relation to upfront configuration and customisation costs incurred in
implementing SaaS arrangements in response to the IFRIC agenda decision clarifying its interpretation of how current accounting
standards apply to these types of arrangements. The new accounting policy is presented below. Comparative financial information has
been restated to account for the impact of the change – refer note 2(h).
Softw
are-as-a-Service (SaaS) arrangements
SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software over
the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider’s application
software, are recognised as operating expenses when the services are received.
Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional capability to,
existing on-premise systems and meets the definition of and recognition criteria for an intangible asset. These costs are recognised as
intangible software assets and amortised over the useful life of the software on a straight-line basis. The useful lives of these assets are
reviewed at least at the end of each financial year, and any change accounted for prospectively as a change in accounting estimate.
(c) Going concern
As at balance the Group’s current liabilities exceeded its current assets by $4.4 million, however adjusting for contract assets and liabilities
and non-cash contingent consideration the Group had net current assets of $1.0 million. The directors have carefully considered the
ability of the Group to continue to operate as a going concern for at least the next 12 months from the date the financial statements
are authorised for issue. It is the conclusion of the directors that the Group will continue to operate as a going concern and the financial
statements have been prepared on that basis.
In reaching their conclusion the directors have considered the following factors:
-Cash reserves as a
t 31 March 2022 of $13.9M and bank borrowing facility of $90M of which $57.3M was undrawn as at 31 March 2022
after including borrowing costs of $0.6M. This provides sufficient level of headroom to help support the business for at least the next 12
months from the date of issuance of these financial statements;
-The F
uture Contracted Income of $190.2M provides certainty of forecast revenue;
-The direc
tors have made due enquiry into the appropriateness of the assumptions underlying the budgetary forecasts;
(d) Basis of measurement
The financial statements are prepared on the historical cost basis, except for certain financial instruments carried at fair value.
(e) Presentation currency
The financial statements are presented in New Zealand dollars ($) which is the Group’s presentation currency, and all values are rounded
to million dollars to one decimal place ($M’s) except where stated. Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).
The functional currency of EROAD Limited is New Zealand dollars.
(f) Standards or interpretations issued but not yet effective and relevant to the Group
A number of new standar
ds, amendments to standards and interpretations are effective for annual periods beginning on or after a 1 April
2022.
The Group has not adopted, and currently does not anticipate adopting, any standards prior to their effective dates.
(g) Critical accounting estimates and judgements
In applying the Group’s accounting policies, management continually evaluates judgements, estimates and assumptions based on
experience and other factors, including expectations of future events that may have an impact on the Group. All judgements, estimates
and assumptions made are believed to be reasonable based on the most current set of circumstances available to the Group. Actual
results may differ from the judgements, estimates and assumptions.
The significant judgements, estimates and assumptions made by management in the preparation of these financial statements are
outlined within the financial statement notes to which they relate. These are :
-Recognition of deferred tax assets (refer to Note 10)
-Impairment testing – key assumptions underlying recoverable amounts, including recoverability of development costs (refer to Note 16)
-Fair values of assets and liabilities acquired (refer to Note 2(i))
-Capitalisation of development costs (refer to Note 16)
Impact of COVID-19
On 11 March 2020 the World Health Organisation declared a global pandemic as a result of the outbreak and spread of COVID-19.
Following this, in each of EROAD’s markets of New Zealand, the United States and Australia, lockdowns of varying severity were
introduced. Lockdowns continued in these markets during the year, and while some restrictions have eased in each of the markets
they have yet to return to the level of economic trading conditions prevalent prior to the COVID-19 crisis. Following the lockdowns
being initiated in 2020, EROAD was designated an essential service in each of its three markets and remained operational under its
communicable illness business continuity plan. EROAD continues to be considered an essential service in the current period. Despite this
designation, EROAD still experienced a loss in customer demand for new or replacement units and services, aside from those customers
who themselves were designated as essential services. Accordingly, each of EROAD’s markets were impacted differently due to the
differences in lockdown conditions, as well as the differing proportion of essential services customers in its total customer base. Like most
businesses we are unsure about the flow on implications of the pandemic in future periods.
Doubtful debts - COVID-19 Provisions
To ensure EROAD has recorded sufficient credit loss provisions to account for the estimated financial impact of any future defaults
EROAD has performed an assessment of estimated credit losses not yet identified but driven by the increase in credit default risk for its
customers. The assessment considered the following aspects:
• the risk level associated with the industry the customer is operating in, including whether this is an essential service;
• historical loss rates for each risk category; and
• macro economic conditions in the relevant market including COVID-19 responses and lock-down activity.
NOTE 2 BASIS OF ACCOUNTING (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20225657
(h) Retrospective restatement
As disclosed in note (b), the Group revised its accounting policy in relation to SaaS arrangements during the year resulting from the
implementation of agenda decisions issued by the IFRIC. Comparative financial information has been restated to account for the impact
of the change in accounting policy, as follows:
The flow on impact on these transactions to the March 21 financials plus further movements is as follows:
31 March
2020
previously
reported
AdjustmentsRestated
31 March
2021
previously
reported
Adjustments Restated
$M’s$M’s$M’s$M’s$M’s$M’s
Statement of financial position
Trade and other receivables - Prepayments10.7 1.7 12.4 8.2 1.3 9.5
Total current assets34.0 1.7 35.7 81.3 1.3 82.6
Intangible assets42.1 (5.8)36.3 45.3 (4.7)40.6
Deferred tax asset7. 5 1.1 8.6 7. 3 1.0 8.3
Total non-current assets91.8 (4.7)8 7.1 90.7 (3.7)8 7.0
Total assets125.8 (3.0)122.8 172.0 (2.4)169.6
Net assets51.3 (3.0)48.3 104.6 (2.5)102.1
Retained earnings(26.5)(3.0)(29.5)(23.7)(2.5)(26.2)
Total equity51.3 (3.0)48.3 104.6 (2.5)102.1
202120212021
$M’s$M’s$M’s
Statement of comprehensive income
Operating expenses(60.9)(0.3)(61.2)
Amortisation of intangible assets(9.9)1.0 (8.9)
Profit before tax1.9 0.7 2.6
Income tax benefit0.1 (0.2)(0.1)
Profit after tax for the period attributable
to the shareholders
2.0 0.5 2.5
No impact on statement of cash flows as relates to asset changes in the 1 April 2020 opening balance sheet.
(i) Acquisition of subsidiary
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The Group
controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial
statements from the date on which control commences until the date on which control ceases.
On 1 December 2021, the Group acquired 100% of the shares and voting interests in Coretex Limited, a telematics vertical specialist
provider delivering enterprise grade solutions.
The acquisition is expected to accelerate EROAD’s key growth metrics enabling it to access the significant growth opportunity in North
America and Australia (particularly with respect to Coretex’s focus on the Enterprise customer base). It also accelerates growth by adding
new strategic vertical markets, broadening product market fit and customer base and positions EROAD to become a bigger player in the
global telematics market.
For the four months ended 31 March 2022, Coretex contributed revenue of $13.9 million and loss before tax of $2.7 million to the Group’s
results. If the acquisition had occurred on 1 April 2021, management estimates that Coretex’s consolidated revenue would have been
$41.7 million and consolidated loss before tax for the year would have been $8.1 million. In determining these amounts management has
assumed that the fair value adjustments that arose on date of acquisition would have been the same if the acquisition had occurred on 1
April 2021.
Consideration transferred
The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any
goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that
meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within
equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair
value of the contingent consideration are recognised in profit or loss.
The consideration for the acquisition of all of the shares of Coretex Limited, was comprised of cash, shares in EROAD Limited and a
contingent amount of both cash and shares. The acquisition date fair value of the total consideration transferred was $167.3 million made
up of:
Cash$74.4 million
Equity instruments (13,317,000 ordinary shares)$66.5 million
Contingent consideration$26.4 million
Total consideration paid or payable$167.3 million
i. Equity instruments issued
The fair value of the ordinary shares issued was based on the listed share price of the Company at 30 November 2021 of $4.99 per share.
ii. Contingent consideration
The Group has agreed to pay the selling shareholders in 12 months from transaction completion additional consideration of $14.5
million in cash and a maximum of 2,683,000 of ordinary shares based on the satisfaction of customer retention and platform suitability
performance criteria.
Assuming all criteria are met, the maximum contingent consideration payable is $14.5 million in cash and 2,683,000 shares.
The Group has included $26.4 million as contingent consideration, which represents its fair value at the date of acquisition. At 31 March
2022, the contingent consideration had decreased by $0.9 million due to remeasurement. The fair value of contingent consideration at
the balance date includes $12.4 million that will be settled in shares, of which $7.0 million has been recognised as equity within Share
Premium/Discount reserve as the number of shares that will be issued is fixed depending on the achievement of certain platform
suitability targets, and $5.4 million has been recognised as a liability within Trade Payables and accruals as the number of shares that will
be issued is variable based on the outcome of customer retention performance targets.
Acquisition related costs
The Group incurred acquisition-related costs of $3.6 million on legal fees and due diligence costs. These costs have been included in
‘operating expenses’.
Identifiable assets acquired and liabilities assumed
The following table summarises the fair values of assets acquired and liabilities assumed at the date of acquisition (using foreign
exchange rates on the acquisition date):
$M’s
Property, plant and equipment9.2
Intangible assets69.2
Deferred tax assets4.3
Cash and cash equivalents2.0
Trade and other receivables7. 3
Trade payables and accruals(9.6)
Employment liabilities(2.7)
Lease liability(1.3)
Deferred tax liabilities(16.2)
Total identifiable net assets acquired62.2
NOTE 2 BASIS OF ACCOUNTING (CONTINUED)NOTE 2 BASIS OF ACCOUNTING (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20225859
i. Measurement of fair values
The valuation techniques used for measuring the fair value of material assets acquired were as follows:
Assets acquiredValuation technique
Intangible assetsCustomer relationships: The multi-period excess earnings method
The multi-period excess earnings method considers the present value of net cash flows expected to be generated
by the customer relationships, by excluding any cash flows related to contributory assets.
Brand: Relief from royalty method
The basic principle of the relief from royalty method is that without ownership of the subject intangible asset, the
user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the
rights to use that asset. By acquiring the intangible asset, the user avoids these payments.
Technology: The cost approach
The cost approach is based on the premise that a prudent investor would pay no more for an intangible asset than
its replacement or reproduction cost. The cost to replace the intangible asset would include the cost of constructing
a similar intangible asset of equivalent utility at prices applicable at the time of the valuation analysis. This estimate
may then be adjusted by losses in value attributable to obsolescence (physical, functional and/or economic).
Trade receivablesTrade receivables comprise gross contractual amounts due of $7.4 million of which $2.3 million was expected to be
uncollectible at the date of acquisition.
Fair values measured on a provisional basis
The following amounts have been measured on a provisional basis:
• Income tax payable related to North America pending completion of independent advisor’s review of the tax rate to be applied as well as
the required adjustments for differences between accounting and tax.
• Deferred tax liability related to North America intangible assets pending completion of independent advisor’s review of the tax rate to be
applied.
A rate of 21%, which is equal to the Federal tax rate in the US has been applied in determining provisional tax values in North America.
An adjustment may be required to account for the various State taxes. The determination of a State tax rate is complex as each State in
the US has its own rates and various components to which it calculates its tax base. The State tax rates vary from 0% to 12%. Given the
Coretex business operations cross many States, the percentage to apply will depend on how much business operations is taxable in each
State. We will continue to work with our advisers to determine what the appropriate adjustment to the percentage is to account for these
State taxes at acquisition date. The likely impact is a decrease to the net assets on acquisition and an increase to the resulting goodwill
for North America. There will likely be a flow on impact into the deferred tax balances of the Group when this adjustment is made.
If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of
acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the
accounting for the acquisition will be revised.
Goodwill
Goodwill arising from the acquisition has been recognised as follows:
$M’s
Consideration transferred167.3
Fair value of identifiable net assets62.2
Goodwill105.1
The goodwill is mainly attributable to growth from new customers, the skills and experience of Coretex’s workforce and the synergies
expected to be achieved from integrating the company into the Group’s business. None of the goodwill recognised is expected to be
deductible for tax purposes.
NOTE 3 REVENUE
2022 2021
$M’s$M’s
Revenue from contracts with customers
Software as a Service (SaaS) revenue 104.1 85.0
Hardware revenue 2.5 -
Other
Transaction fee revenue 3.0 2.6
Grant income1.3 2.6
Other income4.0 1.4
Total Revenues114.9 91.6
Set out above is the disaggregation of the Group’s revenue. The disaggregation reflects the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors. Specifically, software as a service (SaaS) revenue represents revenue earned
from customer contracts for the sale or rental of hardware, installation services, training and support services and provision of software
services. Hardware Revenue represents revenue earned from sale of hardware with no software as a service term. Transaction fee revenue
relates to the collection of Road User Charges (RUC) fees.
Hardware only revenue is recognised when control of the goods has transferred, being when the goods have been shipped to the
specified location. A receivable is recognised by the Group when the goods are delivered as this represents point in time at which the
right to consideration becomes unconditional, as only the passage of time is required before payment is due.
Transaction price allocated to the remaining performance obligations
The below table represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at the period
end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 31 March are expected to be recognised by
EROAD based on the time bands disclosed below.
2022 2021
$M’s$M’s
Software as a Service (SaaS) revenue
No later than one year 83.6 72.3
Later than one year no later than five years 106.6 69.6
Total price allocated to remaining performance obligations 190.2 141.9
The Group reports the Non-GAAP measure, Future Contracted Income. The definition of Future Contracted Income includes all future
hardware and SaaS cash inflows relating to income under non-cancellable long-term agreements. The disclosure above aligns with the
Future Contracted Income reported by the Group.
Software as a service revenue
The Group has determined EROAD’s customers do not have the right to direct the use of EROAD’s asset (Ehubo, Corehub/THU1500) as
EROAD continues to have the right and ability to change how the asset operates during the customer’s contract period. These contracts
are therefore accounted for as service contracts. The Group generates revenue through the sale of hardware assets, rental of hardware
assets, installation of hardware assets and provision of software services as part of contracts with customers as part of a bundled
package. These hardware units enable customers to access the software platform offered by the Group. The transaction involving
hardware and accessories do not convey a distinct good or service. The sale does not transfer control to the customer as the Group
provides a significant service of integrating the software service to produce a combined output. The sale of the hardware, accessories
and software service are referred to as Software as a Service (SaaS) revenue, which is recognised on a straight line basis over the
contract period to reflect the fulfilment of the performance obligations as they arise. There are no variable consideration terms within the
contracts.
A contract liability is recognised where consideration is received in advance of the completion of associated performance obligations. The
contract liability is derecognised over time. As a result there is a financing component which the group recognise as a finance cost when
consideration is received in advance.
Hardware revenue with no contractual term for Saas is recognised when control of the goods has transferred, being when the goods have
been shipped to the specified location. A receivable is recognised by the Group when the goods are delivered as this represents point in
time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.
NOTE 2 BASIS OF ACCOUNTING
(CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226061
The Group offers installation services as part of a number of promises to transfer goods and services within each contract. Installation
services do not convey a distinct good or service and therefore are not a separate performance obligation as the installation is a set-up
activity that does not provide the customer a direct benefit other than access to the software services. As a result, the installation service
is considered as part of the single performance obligation; referred to as Software as a Service (SaaS) revenue, which includes the
software service and hardware sale or rental for which the customer simultaneously receives and consumes the benefit of the service.
Where installation revenue is received in advance of satisfying the performance obligation a contract liability is recognised. The contract
liability is derecognised over time evenly over the period of the contract as the customer derives the benefit evenly from the services
provided over the contract period. The majority of contracts are for 3 years and can be for a term of up to 5 years. As a result there is a
financing component which the group recognises as a finance cost when consideration is received in advance.
Transaction fees
The Group acts as an agent for transport authorities in the market that is operates in. Where fees are collected on their behalf, the Group
charges a commission. The revenue recognised is the net amount of the commission fee earned by the Group.
Grant income
Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs for which
the grants are intended to compensate. No unfulfilled conditions or contingencies exist related to the government grants. As at 31 March
2022 no Covid-19 related grants were received (31 March 2021 $1.6million).
NOTE 4 EXPENSES
2022
Restated
2021
Notes$M’s$M’s
Personnel expenses - net of capitalised employee remuneration6 45.2 29.7
Administrative and other operating expenses 24.3 20.7
SaaS platform costs 15.3 9.8
Directors fees 0.5 0.4
Acquisition-related expenses 3.6 -
Integration-related expenses 4.0 -
Auditor's remuneration - KPMG 0.6 0.3
Other assurance services - KPMG 0.1 0.1
Tax compliance and advisory services - KPMG 0.3 0.2
Total operating expenses93.961.2
Other assurance services include half year and Callaghan Grant reviews and NZTA reasonable assurance.
During the year the costs expensed for Research and Development (including integration) was $8.0M (2021: $8.2M).
The int
egration related expenses include internal staff time.
NOTE 5 SEGMENT
AL NOTE
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise income tax .
The Group has four segments as described below, which are the Group’s strategic divisions. The strategic divisions offer different services
and are managed separately because they require different technology, services and marketing strategies. For each strategic division, the
Group’s CEO (the chief operating decision maker) reviews internal management reports. The following summary describes the operations
in each of the Group’s segments.
EROAD reports selected financial information segmented by geographic location for operating companies and corporate and
development costs.
• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing products
and services
•
North America:
Operating companies serving customers in North America
•
Australia: Operating companies serving customers in Australia
•
New Zealand:
Operating companies serving customers in New Zealand
These segments remain the same following the acquisition of the Coretex Group.
Inter
-segment pricing is determined on an arm’s length basis.
Reportable segment information
Information related to each reportable segment is set out below. Segment result represents Earnings before Interest, Taxation,
Depreciation & Amortisation (EBITDA), which is the measure reported to the chief operating decision maker.
Corporate &
DevelopmentNorth America New ZealandAustralia
2022
Restated
2021202220212022202120222021
$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Revenue
Software as a Service (SaaS)
revenue
0.3 0.3 35.0 27. 2 65.3 56.5 3.5 1.1
Hardware Revenue - - 2.4 - - - 0.1 -
Transaction fee revenue - - - - 3.0 2.6 - -
Other revenue ₁ 32.1 24.8 2.9 3.4 1.5 0.7 0.3 0.3
32.4 25.1 40.3 30.6 69.8 59.8 3.9 1.4
Earnings before interest,
taxation, depreciation &
amortisation
(33.9) (17.8) 9.4 10.0 45.2 38.8 0.1 (0.9)
Total assets 256.9 101.5 80.8 27.1 64.8 39.7 13.3 3.0
Depreciation of property,
plant & equipment
(1.5) (1.1) (3.8) (4.7) (5.2) (4.8) (0.3) (0.1)
Amortisation of intangible
assets
(8.8) (8.9) (1.7) - (0.3) - (0.2) -
Amortisation of contract and
customer acquisition assets
- - (1.5) (1.8) (5.0) (4.9) (0.3) (0.1)
₁ Revenue from Corporate & Development Markets includes R&D Grant Income of $1.3M (2021: $2.6M).
Reconciliation of information on reportable segments
2022
Restated
2021
$M’s$M’s
Revenue
Total revenue for reportable segments 146.4 116.9
Elimination of inter-segment revenue (31.5) (25.3)
Consolidated revenue 114.9 91.6
EBITDA
Total EBITDA for reportable segments 20.8 30.1
Elimination of inter-segment EBITDA 0.2 0.3
Consolidated EBITDA 21.0 30.4
Depreciation
Total depreciation for reportable segments (10.8) (10.7)
Elimination of inter-segment depreciation 0.4 1.1
Consolidated depreciation (10.4) (9.6)
Total assets
Total assets for reportable segments 415.8 171.3
Elimination of inter-segment balances (48.7) (1.7)
Consolidated total assets3 67.1 169.6
NOTE 3 REVENUE (CONTINUED)NOTE 5 SEGMENTAL NOTE (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226263
Allocation of goodwill and other intangible assets
Included within Total Assets are Development Assets of $88.3M (2021: $36.9m) which for the purpose of the segment note have
been allocated to the Corporate & Development Market based on the ownership of intellectual property. The amortisation for these
assets are also presented in the Corporate & Development segment. The Group’s cash generating units (CGUs) are North America,
New Zealand and Australia. For impairment testing purposes management allocate the Development Assets to the CGU based on the
specific CGU that the Development Asset relates to, or if the Development Asset is developed for use globally across all CGU’s, the
asset is allocated to CGU’s based on the proportionate share of the Group’s Contracted Units.
Also included in the total assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and resulting
goodwill. The allocation of these to cash-generating units has been done based on valuation expert advice.
The allocation of the Development Assets, goodwill and other intangibles to CGU’s within the following reportable segments for the
purpose of impairment testing was as follows:
2022
Development AssetsGoodwillBrandCustomer relationships
$M’s$M’s
North America
43.3 85.8 3.1 21.9
New Zealand 39.8 5.7 - 4.9
Australia 5.2 13.6 - 1.2
88.3 105.1 3.1 28.0
2021
Development AssetsGoodwillBrandCustomer relationships
$M’s$M’s
North America
13.9 - - -
New Zealand 21.6 - - -
Australia 1.4 - - -
36.9 - - -
Geographic information
The geographic information below analyses the Group’s revenue and non-current assets by the Company’s country of domicile and
other countries. In presenting the following information segment revenue has been based on the geographic location of customers
and segment assets were based on the geographic location of the assets.
2022
Restated
2021
$M’s$M’s
Revenue
New Zealand 72.1 61.2
All foreign countries:
USA 39.0 29.3
Australia
3.8 1.1
Total revenue 114.9 91.6
Non-current assets
New Zealand 206.5 65.2
All foreign countries:
USA 76.9 12.5
Australia 11.9 1.0
Total non-current assets 295.3 78.7
Non-current assets exclude financial instruments and deferred tax assets.
NOTE 6 PERSONNEL EXPENSES
20222021
$M’s$M’s
Salaries and wages - excluding capitalised commission costs 53.7 34.8
Annual leave 0.8 0.6
Performance bonus 0.8 1.1
Share-based payments 2.0 0.9
Salaries and wages capitalised to development and software assets (12.1) (7.7)
45.2 29.7
NOTE 7 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS
Capitalised contract fulfilment costs
The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract fulfilment
costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a term of up to 5 years.
Customers who do not sign up to a term have contract fulfilment costs expensed up-front.
Capitalised contract acquisition costs
The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers, typically sales
commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and
can be for a term of up to 5 years. Customers who do not sign up to a term have contract acquisition costs expensed up-front.
The following table provides information about contract fulfilment and costs to obtain contracts with customers:
CONTRACT FULFILMENTCOSTS TO OBTAIN CONTRACTS
2022202120222021
$M’s$M’s$M’s$M’s
Opening net book value 5.4 5.9 3.5 4.8
Additions 5.7 3.4 3.1 1.6
Amortisation (4.2) (3.9) (2.6) (2.9)
Closing Net book value 6.9 5.4 4.0 3.5
Current 3.6 3.0 2.1 2.5
Non-current 3.3 2.4 1.9 1.0
NOTE 5 SEGMENTAL NOTE (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226465
NOTE 8 FINANCE INCOME & FINANCE EXPENSES
20222021
$M’s$M’s
Finance income
Interest income 0.1 -
Foreign exchange gains - 0.2
0.1 0.2
Finance expenses
Interest expense (2.4) (2.2)
Interest expense - lease liabilities (0.3) (0.3)
Interest expense - contract liabilities (0.2) (0.2)
Change of fair value of contingent consideration (0.4) -
(3.3) (2.7)
Net financing costs (3.2) (2.5)
NOTE 9 INCOME TAX EXPENSE
2022
Restated
2021
$M’s$M’s
(a) Reconciliation of effective tax rate
(Loss)/ Profit before income tax(10.4)2.6
Income tax using the Company’s domestic tax rate of 28% 2.9(0.3)
Non-deductible expense(2.3)-
Adjustment related to prior period(0.5)0.3
Utilisation of tax losses previously unrecognised1.3-
Current-year losses for which no deferred tax asset is recognised(0.5)-
Effect of different tax rates of subssidiaries operating overseas -(0.1)
Income tax expense 0.9 (0.1)
(b) Current tax expense
Current year- -
--
(c) Deferred tax expense
Current year 1.4 0.1
Adjustments related to prior period (0.5) -
0.9 0.1
At 31 March 2022 there were no imputation credits available to shareholders (2021: Nil)
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent
that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax payable also includes any tax
liability arising from the declaration of dividends.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied
to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate
to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current
tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable
that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
NOTE 10 DEFERRED TAX ASSETS/(LIABILITIES)
2022
Restated
2021
$M’s$M’s
Recognised deferred tax assets/(liabilities)
Deferred tax assets are attributable to the following:
Tax loss carry forward 13.0 11.5
Property, plant and equipment (3.9) 0.6
Intangibles (21.1) (5.9)
Provisions, accruals and other liabilities 1.7 1.1
Equity-settled share-based payments 0.7 0.4
Trade and other receivables, including contract assets 5.5 (0.7)
Lease liability 1.6 1.3
Total deferred tax (liability)/asset (2.5) 8.3
The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at a rates
between 21% to 30% at which they are expected to be realised.
Movement in temporary differences during the year:
Balance
2022
Recognised
in Profit
or Loss
Under/
(Over)
from Prior
Periods
Acquired in
Business
combinations
Currency
Translation
Restated
Balance
2021
$M's$M's$M's$M's$M's$M's
Tax loss carry forward 13.0 (2.0) (0.2) 3.7 - 11.5
Property, plant and equipment (3.9) (0.2) (4.0) (0.3) - 0.6
Intangibles (21.1) 0.5 - (15.8) 0.1 (5.9)
Provisions, accruals and other liabilities 1.7 1.0 (0.6) 0.3 (0.1) 1.1
Equity-settled share-based payments 0.7 0.3 - - - 0.4
Trade and other receivables including
contract assets
5.5 2.0 4.2 - - (0.7)
Lease liability 1.6 (0.2) 0.1 0.3 0.1 1.3
Total
(2.5) 1.4 (0.5) (11.8) 0.1 8.3
During the year an exercise was performed to align prior period adjustments to the correct deferred tax categories, to ensure consistency
with the balance sheet/nature of the deferred tax balances.
The New Zealand EROAD tax group consists of EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services Limited.
Losses incurred within this group are transferred within the group with no compensation being recognised. Deferred tax assets have been
recognised in respect of these items as based on the expected profitability of the New Zealand Tax Group as it is considered that future
taxable profit will be available for utilisation against the carried forward losses. Coretex New Zealand Limited are currently not part of the
tax group however it will be considered for inclusion in the New Zealand tax group in the future.
NOTE 9 INCOME TAX EXPENSE
(CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226667
Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of tax losses. Key
assumptions included total contracted units, revenue and expense forecasts in line with Group budget and three-year forecast supported
by a robust strategic and business planning process.
The results of the forecasting indicate that there will be sufficient profitability within the New Zealand tax group and Coretex New Zealand
to utilise the existing tax losses. Losses incurred in recent years have been the result of a large investment creating the North American
market. The Group expect to be able to report significant improvements in profitability over the next three years as the business reaches
a sufficiently large subscriber base to self-fund operating and corporate costs. Due to the cumulative subscription nature of our business
model as well as certain operating expenses that do not scale at the same rate of unit and revenue growth, the business is expected to be
able to achieve its forecast growth in profitability.
As at 31 March 2022 the Group has tax losses of $67.5M (2021: $48.7M) that are available indefinitely for offsetting against future taxable
profits of the entity in which they arose, subject to meeting the relevant tax rules. $24.3M (2021:11.2M) of tax losses are unrecognised due
to lack of certainty of recovery.
NOTE 11 PAID UP CAPITAL
All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.
Notes
Number of
Ordinary Shares
Issue Price
$
Issued Capital
$
AT 31 MARCH 202181,896,340-131.7
Shares issued to employees-- 1.3
Shares issued in August 2021 equity placement 15,125,447 $5.54 83.8
Costs of raising capital-- (3.4)
Shares issued in November 2021 relating to
business combination
2(i)13,317,000$6.0079.9
At 31 March 2022110,338,787 293.3
On 4 August 2021 EROAD issued addtional 15,125,447 shares at a price of $5.54 each. On 30 November EROAD issued additional
13,317,000 shares at a price of $6.00 each.
At 31 March 2022 there was 110,338,787 authorised and issued ordinary shares (31 March 2021: 81,896,340). 417,306 (31 March 2021:
732,741) shares are held in trust for employees in relation to the long-term incentive plan and are accounted for as treasury stock.
The calculation of both basic and diluted loss per share at 31 March 2022 was based on the loss attributable to ordinary shareholders
of $9.6M (2021: profit of $2.5M). The weighted number of ordinary shares on 31 March 2022 was 95,572,631 (2021: 74,366,384) for basic
earnings per share and 96,462,064 for diluted earnings per share (2021: 74,366,384).
Other components of equity include:
• Translation reserve - comprises foreign currency translation differences arising from the translation of financial statements of the Group’s
foreign subsidiaries into New Zealand dollars.
• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The amounts are recognised
in profit and loss when the hedged transaction affects profit and loss.
• Retained earnings - includes all current and prior period retained profits and share-based employee remuneration.
• Share Premium/Discount - this account is for the difference between the issued par share price and the trading share price (or fair value share
price) on date of issue and includes contigent consideration portion classified as equity related to the acquisition of Coretex.
NOTE 12 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES
20222021
$M’s$M’s
Cash and cash equivalents 13.9 57.1
Restricted bank accounts 14.7 10.5
28.6 67. 6
Cash and cash equivalents exclude restricted bank accounts. Restricted bank accounts are presented separately from cash and cash
equivalents on the face of the Statement of Financial Position and movements in restricted bank accounts are excluded from the
Statement of Cash Flows. The restricted bank accounts relate to Road Users tax collected from clients due for payment to the appropriate
government agency.
Payables to transport agencies (15.0) (10.5)
NOTE 13 TRADE AND OTHER RECEIVABLES
2022
Restated
2021
$M’s$M’s
Trade receivables 19.4 8.0
Expected credit losses (3.2) (2.6)
16.2 5.4
Prepayments and other receivables 11.0 4.1
2 7. 2 9.5
In addition to the movement in the expected credit losses, the Group has written off $0.8M (2021: $0.9M) of bad debts to the statement
of comprehensive income.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or
loss. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on
its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Due to the
short term nature of these debtors, their carrying value is assumed to approximate fair value.
(a) Credit risk
In relation t
o trade receivables, it is the Group’s policy that all customers who wish to trade on terms are subject to credit verification
on an ongoing basis with the intention of minimising bad debts. The nature of the Group’s trade receivables is represented by regular
turnover of product and billing of customers based on the Group’s contractual payment terms. In North America, the Group requires
that customers under a certain fleet size to purchase the hardware with an upfront payment regardless of credit verification. To measure
the expected credit losses, trade receivables have been grouped based on customer industry risk characteristics and the days past
due. The expected loss rates are based on recent payment profiles, historical customer behaviour, age of debt and individual customer
circumstances.
The aging of the Group’
s Trade receivables at the reporting date was as follows:
GrossAllowance for
Doubtful Debts
GrossAllowance for
Doubtful Debts
2022202220212021
$M’s$M’s$M’s$M’s
Not past due 8.0 0.1 3.1 0.2
Past due 1-30 days 5.5 0.1 2.3 0.4
Past due 31-60 days 1.0 0.1 0.5 0.2
Past due over 61 days 4.9 2.9 2.1 1.8
19.4 3.2 8.0 2.6
NOTE 10 DEFERRED TAX ASSETS/(LIABILITIES) (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226869
NOTE 14 PROPERTY, PLANT AND EQUIPMENT
Right of
Use Assets
Hardware
Assets
Plant and
Equipment
Leasehold
Improvements
Motor
Vehicles
Office
EquipmentComputersTotal
$M's$M's$M's$M's$M's$M's$M's$M's
YEAR ENDED 31 MARCH 2022
Opening net book
amount
4.1 28.0 0.2 1.3 0.4 0.3 0.4 34.7
Acquisition through
business combinations
- Note 2(i)
1.37. 5-0.2-0.10.1 9.2
Additions0.424.1---0.30.8 25.6
Disposals----(0.1)-- (0.1)
Depreciation charge(1.3)(8.1)(0.1)(0.3)(0.1)(0.1)(0.4) (10.4)
Depreciation recovered-3.3--0.1-- 3.4
Effect of movement in
exchange rates
-(0.7)----- (0.7)
Closing net book amount 4.5 54.1 0.1 1.2 0.3 0.6 0.9 61.7
Cost8.576.30.72.91.11.84.395.6
Accumulated
depreciation
(4.0)(22.2)(0.6)(1.7)(0.8)(1.2)(3.4)(33.9)
Net book amount 4.5 54.1 0.1 1.2 0.3 0.6 0.9 61.7
Right of
Use Assets
Hardware
Assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipmentComputersTotal
$M's$M's$M's$M's$M's$M's$M's$M's
YEAR ENDED 31 MARCH 2021
Opening net book
amount
5.1 29.5 0.2 1.7 0.3 0.3 0.3 37. 4
Additions - 4.4 - - 0.2 0.2 0.3 5.1
Depreciation charge (0.9) (7.8) - (0.4) (0.1) (0.2) (0.2) (9.6)
Depreciation recovered - 2.1 - - - - - 2.1
Effect of movement in
exchange rates
(0.1) (0.2) - - - - - (0.3)
Closing net book amount 4.1 28.0 0.2 1.3 0.4 0.3 0.4 34.7
Cost 6.8 51.3 0.7 2.9 1.3 1.4 3.4 67. 8
Accumulated
depreciation
(2.7) (23.3) (0.5) (1.6) (0.9) (1.1) (3.0) (33.1)
Net book amount 4.1 28.0 0.2 1.3 0.4 0.3 0.4 34.7
Included in the Hardware Assets is equipment under construction to be leased of $15.1M (2021: $6.8M).
During the year the Group undertook a review of fully depreciated fixed assets, resulting in a reduction of cost and accumulated
depreciation by $6.6m.
Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the purchase
consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for its intended use.
Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of comprehensive income is calculated
as the difference between the net sales price and the carrying amount of the asset.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the
underlying asset or the site on which it is located, less any lease incentives received.
Subsequent c
osts
The Group r
ecognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when
that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the
item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an expense in the period they
are incurred.
Depreciation
Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by
management. The following rates have been used on a straight line basis:
Leasehold improvements 3 to 9 years
Hardwar
e assets
3 to
6 years
Plant and equipment 3 to 11 years
Computer
/Office equipment
1 to
5 years
Motor vehicles 3 to 5 years
Right of use assets 3 to 9 years
The above rates reflect the estimated useful lives of the respected categories. Consideration was given to how long assets can be
deployed and any expected network changes. Leasehold improvements are depreciated over the contracted lease term.
NOTE 15 LEASES AS A LESSEE
Lease Liabilities
20222021
$M’s$M’s
Maturity analysis - contractual undiscounted cash flows
Less than one year 2.1 1.3
One to five years 3.8 4.2
More than five years - 0.8
Total undiscounted lease liabilities 5.9 6.3
Lease liabilities included in the statement of financial position 5.7 5.2
Current 1.4 1.0
Non-current 4.3 4.2
Amounts recognised in Statement of Comprehensive Income
20222021
$M’s$M’s
Interest expense on lease liabilities 0.3 0.3
Depreciation on right of use assets 1.1 0.9
Amounts recognised in Statement of Cash Flows
20222021
$M’s$M’s
Total cash outflow for leases
(1.6) (1.6)
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing
rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-fixed payments, including in-substance fixed payments;
-variable lease paymen
ts that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-amounts expec
ted to be payable under a residual guarantee;
-the exer
cise priced under a purchase option that the Group is reasonably certain to exercise;
-lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
-penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future
NOTE 14 PROPERTY, PLANT AND EQUIPMENT
(CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227071
lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be
payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or
termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or
is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
NOTE 16 INTANGIBLE ASSETS
DevelopmentSoftwareGoodwillBrand
Customer
RelationshipsTotal
Notes$M's$M's$M’s$M’s$M’s$M's
YEAR ENDED 31 MARCH 2022
Opening net book amount 36.9 3.7 - - - 40.6
Business combination acquisition2(i) 37. 2 - 105.1 3.3 28.7 174.3
Additions 23.7 1.2 - - - 24.9
Disposals - (0.1) - - - (0.1)
Effect of movement in foreign
exchange rate
(0.2) - - - (0.1) (0.3)
Amortisation charge (9.3) (0.9) - (0.2) (0.6) (11.0)
Closing net book amount 88.3 3.9 105.1 3.1 28.0 228.4
Cost 128.9 9.5 105.1 3.3 28.6 275.4
Accumulated amortisation (40.6) (5.6) - (0.2) (0.6) (47.0)
Net book amount 88.3 3.9 105.1 3.1 28.0 228.4
DevelopmentSoftwareGoodwillBrand
Customer
relationshipsTotal
$M's$M's$M’s$M’s$M’s$M's
YEAR ENDED 31 MARCH 2021
Opening net book amount 32.7 9.4 - - - 42.1
Cloud adjustments-(5.7) - - - (5.7)
Restated opening net
book amount
32.7 3.7 - - - 36.4
Additions 12.2 0.9 - - - 13.1
Disposals - - - - - -
Restated amortisation charge (8.0) (0.9) - - - (8.9)
Restated closing net book amount 36.9 3.7 - - - 40.6
Cost 68.2 8.5 - - - 76.7
Accumulated amortisation (31.3) (4.8) - - - (36.1)
Restated net book amount 36.9 3.7 - - - 40.6
The useful lives of the Group’s Intangible Assets are assessed to be finite. Assets with finite lives are amortised over their useful lives and
tested for impairment whenever there are indications that the assets may be impaired. Where an indicator of impairment exists the Group
makes a formal assessment of the recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount. The recoverable amount is the greater of fair value less costs to
dispose of the assets and its value in use. For the purposes of assessing impairment, assets are Grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units).
Research and De
velopment
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in
the statement of comprehensive income when incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically
and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete
development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overhead costs
that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognised in the statement of
comprehensive income when incurred. There is judgement involved in relation to whether a project meets the capitalisation criteria, and
whether the expenditure can be directly attributable to the respective project.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Other intangible assets
Other intangible assets, including customer relationships, brand, patents and trademarks, that are acquired by the Group and have finite
useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised when it increases the future economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the statement of
comprehensive income when incurred.
Amortisation
Amortisation is recognised in the statement of comprehensive income on a straight line basis over the estimated useful life of intangible
asset. The estimated useful lives for the current and comparative periods are as follows:
Patents
10 to 20 years
Development Hardware & Platform
7 to 15 years
Development Products 5 to 10 years
Softwar
e
5 to 7 year
s
Customer relationships 15 years
Brand 5 years
Impairment testing of goodwill
The acquisition of Coretex during the financial year, meant goodwill was recognised for the excess between the fair value consideration
paid and the fair value of the net assets acquired. This goodwill was then allocated to the cash generating units of the business with
the assistance of external specialists. When goodwill is acquired in a business combination, under the accounting standards, NZ IAS 36
requires an impairment test to be completed annually (for cash-generating units in which goodwill has been allocated) irrespective of
whether there is any indication of impairment. Refer to note 5 for the allocation of goodwill to cash generating units (CGUs).
To complete the annual impairment testing management assessed the recoverable amount of each of the cash-generating units (‘CGU’)
of which goodwill has been allocated by reference to its value in use determined using a discounted cash flows model. The recoverable
amounts of the CGU’s were estimated based on the following significant assumptions:
-Compound annual growth rate in connected units between 2023 and 2025 of 5% to 20% and 1.5% to 12.8% in 2026 to 2027 reflecting
past experience and forecast performance of the Group following the acquisition of Coretex
-Compound annual growth rate in Average Revenue per Unit (ARPU) between 2023 and 2025 of 1.3% to 8.3% and no growth in 2026 to
2027
-Post-tax discount rate of 11.0%
-Terminal growth rate of 1.5% applied to 2027 and thereafter
A sensitivity analysis was undertaken which concluded that the results are not particularly sensitive to changes in the underlying
assumptions. The Group concluded that the recoverable amount of each of the CGU’s were higher than their respective carrying values
and therefore no impairment was considered necessary at 31 March 2022.
NOTE 17 TRADE PAYABLES AND ACCRUALS
20222021
$M’s$M’s
Trade creditors 11.6 4.2
Sundry accruals 7.0 3.6
Contingent consideration liability 18.5 -
37.17. 8
NOTE 15 LEASES AS A LESSEE (CONTINUED)NOTE 16 INTANGIBLE ASSETS (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227273
NOTE 18 BORROWINGS
20222021
$M’s$M’s
Current borrowings
Term loans - 5.0
Revolving Credit Facility 0.7 -
Capex facility 2.0 2.0
Capitalised borrowing costs (0.6) (0.6)
2.16.4
Non-current borrowings
Term loans 30.0 28.6
30.028.6
Terms and debt repayment schedule
2022202220212021
Nominal
Interest
Year of
Maturity
Face
Value
$M’s
Carrying
Amount
$M’s
Face
Value
$M’s
Carrying
Amount
$M’s
Term loans4.12%2025 30.0 30.0 33.6 33.6
Capex facility4.12%2025 2.0 2.0 2.0 2.0
Revolving credit facility4.12%2025 0.7 0.7 - -
Capitalised borrowing costs - 2025 - (0.6) - (0.6)
32.7 32.1 35.6 35.0
Current financial year
The Group has a syndicated debt facility with the Bank of New Zealand (BNZ) and the Australia and New Zealand Banking Group (ANZ).
At 31 March 2022, EROAD had the following facilities in place:
$30.0M (NZD) Term Loan Facility A – to refinance existing debt. The Term Loan has a term of 36 months from the March 2022 refinance
date, with the facility having a maturity date in March 2025. The interest rate is variable with reference to a base rate (BKBM bid rate) for
the selected interest period plus a margin of 2.95%. EROAD may select an interest period of 1,2,3 or 6 months. This is an interest only term
facility with full repayment on the termination date.
$55.0M (NZD) Revolving Credit Facility B – used to refinance existing debt and general corporate purposes. The Revolving Credit Facility
has a term of 36 months from the March 2022 refinance date with a periodic roll over feature at the end of each interest period (90 days)
that is subject to continued compliance with the terms of the loan agreement, with the facility having a maturity date in March 2025.
Funds may be drawn in NZ Dollars, AU Dollars, or US Dollars. The interest rate is variable with reference to the base rate (BKBM bid rate
for NZ Dollar drawings, BBSY bid rate for AU Dollar drawings, and US Federal Open Market Committee short-term interest rate target
for US Dollar drawings) for the selected interest period plus a margin of 1.5%. EROAD may select an interest period of 1,2,3 or 6 months.
In addition, a Commitment Fee of 1.45% per annum is payable on the committed balance of the facility quarterly in arrears. The full
outstanding balance is payable on the termination date.
$5.0M Capex Facility– for general working capital purposes. This is an on demand facility with the interest rate to be agreed between the
lender and borrower at the time of borrowing plus a margin of 1.5%. In addition, a Commitment Fee of 1.45% per annum is payable on the
committed balance of the facility quarterly in arrears. The full outstanding balance is payable on the termination date.
EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor Assets to Group
Assets. EROAD was compliant with all covenants during the period and at 31 March 2022.
The security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by EROAD
Financial Services Limited, EROAD Australia Pty Limited, EROAD Inc, Coretex Limited, Imarda Pty Limited, Coretex Australia Pty Limited,
Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the banking syndicate). in respect
of the obligations of EROAD Limited, and a General Security Agreements granted by EROAD Limited, EROAD Financial Services Limited,
EROAD Inc, EROAD Australia Pty Limited, Coretex Limited, Imarda Pty Limited, Coretex Australia Pty Limited, Coretex NZ Limited, and
Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the banking syndicate).
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of
the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
NOTE 19 CONTRACT LIABILITIES
The Group enters into contracts with customers for the provision of software services over a contracted period. As stated in the
accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the benefit of the
service. The Group has determined that the benefit of the services provided is consumed evenly over the period of the contract, and
thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion of the transaction price of a
contract in advance, this is recognised as a contract liability and released over the contract period as the Group satisfies its performance
obligations.
20222021
$M’s$M’s
Opening balance 6.6 8.2
Amounts deferred during the period 10.4 4.1
Amount recognised in the statement of comprehensive income (5.1) (5.7)
11.9 6.6
Current 5.7 3.9
Non-current 6.2 2.7
NOTE 20 FINANCIAL RISK MANAGEMENT
As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which include
foreign currency risk, commodity price risk and interest rate risk. These risks are described below. The principles under which these risks
are managed are set out in policy documents approved by the Board. The policy documents identify the risks and set out the Group’s
objectives, policies and processes to measure, manage and report the risks. The policies are reviewed periodically to reflect changes in
financial markets and the Group’s businesses.
Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially
recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade
receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at
fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a
significant financing component is initially measured at the transaction price.
Last year, the Group entered into interest rate swaps. These swaps were entered into in order for the Group to manage its risk
associated with interest rate fluctuations. The interest rate swaps qualify for cash flow hedge accounting.
Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at amortised cost.
Financial assets - subsequent measurement and gains and losses
Financial assets at amortised cost. These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Financial liabilities
Under the interest rate swap agreements the Group has a right to receive interest at variable rates and to pay interest at fixed rates for its
New Zealand dollar denominated loans. Interest rate swaps are initially recognised at fair value on the date a contract is entered into and
are subsequently measured at fair value on each reporting date. The fair values of the interest rate swaps are determined based on cash
flows discounted to present value using current market interest rates.
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of liabilities the effective part of any gain
or loss is recognised directly in the cash flow hedge reserve within equity and the ineffective part is recognised immediately in the income
statement. The effective portion is reclassified to the income statement when the underlying cash flows affect the income statement.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the
reference interest rates, tenors, repricing dates and maturities and the notional amounts.
In these hedging relationships, the main sources of ineffectiveness are:
-changes in count
erparty credit risk and cross currency basis spreads which are not reflected in the change in the fair value of the
hedged item; and
-differenc
es in repricing dates between the cross currency interest rate swaps and the borrowings.
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227475
NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)
Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the
right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial
asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does
not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or
substantially all of the risks and rewards of the transferred asset. In theses cases, the transferred assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when the contractual obligations are discharged or cancelled, or expire. The Group also
derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in
which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including
any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement basis.
20222021
Amortised
Cost
$M’s
Other
amortised
cost
$M’s
FVTPLFair Value
-hedging
instruments
Amortised
Cost
$M’s
Other
amortised
cost
$M’s
FVTPLFair Value
-hedging
instruments
Financial assets
Cash and cash equivalents 13.9 --- 57.1 ---
Restricted bank account 14.7 --- 10.5 ---
Trade receivables 19.4 --- 8.0 ---
48.0 - - - 75.6 ---
Financial liabilities
Borrowings- 32.1 - - - 35.0 - -
Employee entitlements-4.6 - - - 2.3 - -
Lease liabilities- 5.7 - - - 5.2 - -
Trade and other payables-18.6 - - - 7. 8 - -
Payables to transport
agencies
- 15.0 - -- 10.5 - -
Interest rate swaps - cash
flow hedge
- - -0.2- - - -
Contingent consideration
liability
-- 18.5 - - - - -
-76.018.5 0.2 - 60.8 --
The Group’s financial assets and liabilities are disclosed in sections (b), (c) and (e) below.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of business.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The creditworthiness of a
customer or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external credit
ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative factors include transaction
size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and profitability.
The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised above.
Refer to Note 13 for an aging profile for the Group’s trade receivables at reporting date.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and payable. The
Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when they become due and payable, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the
servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such
as natural disasters.
Maturities of financial liabilities
The following table details the Group’s contractual maturities of financial liabilities, including estimated interest payments and excluding
the impact of netting agreements, as at the reporting date. Refer to Note 18 for the maturity profile of the Group’s borrowings.
1 year or
less
1 to 5
years
Over 5
years
Total contractual
cash flows
Carrying amount of
liabilities
$M's$M's$M's$M’s$M’s
2022
Non-derivative financial liabilities
Borrowings 2.7 30.0- 32.7 32.7
Employee entitlements 4.6 -- 4.6 4.6
Trade and other payables37.1--37.137.1
Payable to transport agencies 15.0 -- 15.0 15.0
59.4 30.0 - 89.489.4
1 year or
less
1 to 5
years
Over 5
years
Total contractual
cash flows
Carrying amount of
liabilities
$M's$M's$M's$M’s$M’s
2022
Derivative financial liabilities
Interest rate swaps 0.2 - - - -
0.2 - - - -
1 year or
less
1 to 5
years
Over 5
years
Total contractual
cash flows
Carrying amount of
liabilities
$M's$M's$M's$M’s$M’s
2021
Non-derivative financial liabilities
Borrowings 8.8 30.4 - 39.2 35.6
Employee entitlements 2.3 - - 2.3 2.3
Trade and other payables 7. 8 - - 7. 8 7. 8
Payable to transport agencies 10.5 - - 10.5 10.5
29.4 30.4 - 59.8 56.2
1 year or
less
1 to 5
years
Over 5
years
Total contractual cash
flows
Carrying amount of
liabilities
$M's$M's$M's$M’s$M’s
2021
Derivative financial liabilities
Interest rate swaps-----
-----
NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227677
The Group entered into an interest rate swap agreement as at 31 March 2021. Due to the inception date being the same as year end date in
the prior period the carrying amount of the derivative was nil at 31 March 2021. The swap has a maturity date of March 2023 to align with
the Group’s borrowing facility.
(c) Market risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates, will affect the
Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return on risk.
Foreign currency risk
The Group is exposed to currency risk on sales transactions that are denominated in a currency other than the respective functional
currencies of Group entities, primarily the US Dollar (USD) and Australian Dollar (AUD). The Group is also exposed to currency risk on
expense transactions that are denominated in a currency other than the respective functional currencies of Group entities, primarily the
US Dollar (USD), Australian Dollar and Euro (EUR). The Group, may on occasion, enter into forward exchange contracts to hedge the
exposure to foreign currency fluctuations on sales receipts.
The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial results, financial
position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues and expenditures, as well as assets
and liabilities, by country and by currency.
Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:
20222021
$M’s$M’s
AUD 1
0.930.92
USD 10.690.70
The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New Zealand dollars):
AUDUSD
$M’s$M’s
2022
Cash and cash equivalents 0.7 5.8
Trade receivables 1.3 10.3
Lease liabilities - 0.5
AUDUSD
$M’s$M’s
2021
Cash and cash equivalents 0.1 12.1
Trade receivables 0.2 2.2
Lease liabilities - 0.4
Interest rate risk
At 31 March 2022, the Group had interest rate swap agreements in place with a total notional principal amount of $10.0M. The Group applies a
hedge ratio of 1:1. These agreements effectively change the Group’s interest exposure on the principal covered by the interest rate swaps from
a floating rate to fixed rates. The maturity of the interest rate swap is 12 months and has a weighted average interest rate of 0.55%.
Nominal amount
of the hedging
instrument
Carrying amount -
derivative assets/
(liabilities)
Change in
value used for
calculating hedge
ineffectiveness
Hedging (gain) or
loss recognised in
other comprehensive
income
Hedging (gain) or
loss recognised in
income statement
$M's$M's$M's$M’s$M’s
Cash flow hedging
Interest rate swap - NZD borrowings
Maturity: 12 months 10.0 (0.2) - 0.2 -
Fixed interest rate: 0.55%
10.0 (0.2) - 0.2 -
There was no hedge ineffectiveness recognised in profit or loss during the year.
Summarised sensitivity analysis
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate and foreign
currency risk.
Foreign currency riskInterest rate risk
-10%+10%-100bps+100bps
ProfitEquityProfitEquityProfitEquityProfitEquity
$M's$M's$M's$M’s$M’s$M’s$M's$M’s
2022
Cash and cash equivalents (0.5) (0.5) 0.5 0.5 (0.1) (0.1) 0.1 0.1
Trade receivables (0.8) (0.8) 0.8 0.8 ----
Lease liabilities - - - - 0.10.1(0.1)0.1
Interest rate swap - - - - -(0.1)-0.3
Total increase/(decrease) (1.3) (1.3) 1.3 1.3 - (0.1) - 0.5
-10%+10%-100bps+100bps
ProfitEquityProfitEquityProfitEquityProfitEquity
$M's$M's$M's$M’s$M’s$M’s$M's$M’s
2021
Cash and cash equivalents (0.9) (0.9) 0.9 0.9 (0.6) (0.6) 0.6 0.6
Trade receivables (0.2) (0.2) 0.2 0.2 - - - -
Lease liabilities - - - - 0.1 0.1 (0.1) 0.1
Interest rate swap - - - - - - - -
Total increase/(decrease) (1.1) (1.1) 1.1 1.1 (0.5) (0.5) 0.5 0.6
(d) Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The Board monitors the return on capital employed, which the Group defines as reported EBIT (Earnings
Before Interest and Tax) divided by capital employed.
(e) Fair value measurement
The carrying amounts of the Gr
oups financial assets and liabilities approximate their fair value due to their short maturity periods or fixed
rate nature, with the exception of interest rate swap derivatives and the contingent consideration liability. All of the Group’s interest rate
derivatives are in designated hedge relationships and are measured and recognised at fair value. Interest rate derivatives are calculated by
discounting the future principal and interest cash flows at current market interest rates that are available for similar financial instruments.
NOTE 20 FINANCIAL RISK MANAGEMENT
(CONTINUED)NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227879
NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)NOTE 21 SHARE BASED PAYMENTS (CONTINUED)
The contingent consideration liability is also measured and recognised at fair value. The valuation technique applied for valuing the
contingent consideration liability is described below.
Level 1
Quoted prices (unadjus
ted) in active markets for identical assets or liabilities.
Lev
el 2
Inputs that are observ
able for the asset or liability, either directly (as prices) or indirectly (derived from prices)
other than quoted prices included within level 1.
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The estima
ted fair value measurements for the derivative instruments compared to their carrying values in the balance sheet are ($0.2M)
as at 31 March 2022 (2021:nil).
Financial liabilities
20222021
Carrying
Value
$M’s
Fair
Value
$M’s
Carrying
Value
$M’s
Fair
Value
$M’s
Interest rate swaps - cash flow hedgeLevel 2 0.2 0.2 - -
Contingent consideration liabilityLevel 3 18.5 18.5 - -
18.7 18.7 - -
TypeValuation technique
Significant
unobservable inputs
Inter-relationship between
significant unobservable inputs
and fair value measurement
Contingent
consideration
Discounted cash flows: The
valuation model considers the
present value of the expected
future payments, discounted using
a risk-adjusted discount rate for
the cash contingent consideration.
Expected cash flows
(31 March 2022:$14.2m).
The estimated fair value would
increase (decrease) if:
• the expected cash flows were
higher (lower); or
• the risk-adjusted discount rate
were lower (higher).
Risk-adjusted discount rate
(31 March 2022: 10.3%).
Market comparison technique:
The fair value is estimated using
the Company’s quoted equity
securities price on reporting date
and expected future number of
shares payable for the shares
contingent consideration.
Expected share issue
(31 March 2022: 1.2 million shares)
The estimated fair value would
increase (decrease) if:
• The expected shares payable
were higher (lower); or
• The quoted Company equity
security price was higher
(lower).
NOTE 21 SHARE BASED PAYMENTS
At 31 March 2021, the Group had the following share-based payment arrangements.
FY20 Performance Share Rights
Under the FY20 Long Term Incentive (LTI) plan, 921,282 performance share rights (PSRs) were issued (for nil consideration) to
participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or other
distributions, or vote in respect of EROAD Limited ordinary shares, although under the terms of the plan an additional number of shares
will be issued on conversion of fully vested PSRs to reflect dividends paid to EROAD Limited shares prior to exercise. On becoming
exercisable, each PSR entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the
plan rules and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
For the FY20 LTI plan, the award is linked to growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March
2022. Participants bear the tax liability of the LTI plan. The Board retains discretion over the final outcome of PSR payments, to allow
appropriate adjustments where unanticipated circumstances may impact performance over the measurement period.
FY22 Performance Share Rights
Under the FY22 Long Term Incentive (LTI) plan, 145,671 performance share rights (PSRs) were issued (for nil consideration) to participants
which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or other distributions,
or vote in respect of EROAD Limited ordinary shares, although under the terms of the plan an additional number of shares will be issued
on conversion of fully vested PSRs to reflect dividends paid to EROAD Limited shares prior to exercise. On becoming exercisable, each
PSR entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the
performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
For the FY22 LTI plan, the award is linked to the participant completing remaining employed for two years following the completion date.
EROAD LTI Plan (equity-settled)
Eligible employees w
ere invited to purchase EROAD shares under the EROAD LTI plan. Under the terms of the scheme the purchase of the
shares is funded by a loan granted to the eligible employees by EROAD Limited. At the end of the vesting period the employee will be paid
a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company, enabling the
loan to be repaid.
Shares issued under the scheme are held in trust for the employees during a 3 year restrictive period. If the employee ceases to be an
employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price.
The eligible employees must meet certain performance conditions during each year of the restrictive period, as determined by the
remuneration committee and approved by the board. 50% of the scheme shares initially granted will be forfeited for each year the
participant fails to achieve their performance conditions. Additionally the employee’s shares will also be forfeited if the enterprise value of
the Company has not doubled by the end of the restrictive period.
Employee’s shares that are forfeited due to failure to meet market and non-market performance conditions will be repurchased by the
Trustee at the original grant date price.
The EROAD LTI Plan has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key terms and conditions
relating to the grants under this Scheme are disclosed in the table below.
EROAD US President Incentive Scheme
The US Presiden
t was invited to purchase EROAD shares under the EROAD US President Incentive Scheme. Under the terms of the scheme
the purchase of the shares is funded by a loan granted to the employee by EROAD Limited. At the end of the vesting period the employee
will be paid a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company,
enabling the loan to be repaid.
Shares issued under the scheme are held in trust for the employee during a 3 year restrictive period. If the employee ceases to be an
employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price.
Key operational measures and targets for the North American business are outlined in the employees grant letter, these include Total
Contract Units, Average Revenue Per Unit, Customer Acquisition Cost Payback Period, and Renewal Rate targets. Each operational
measure has a percentage weighting for each of the three-year periods, with the performance for each year being calculated based on the
percentage of target achieved multiplied by the percentage weighting for each operational measures.
The total percentage of shares to vest at the end of the restrictive period is calculated based on the average percentage performance over
the three years. If the total average performance is less than 60% then all shares granted under the scheme will be forfeited.
Employee’s shares that are forfeited due to failure to meet the non-market performance conditions will be repurchased by the Trustee at
the original grant date price.
The EROAD US President Incentive Scheme has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key
terms and conditions relating to the grants under this Scheme are disclosed in the table below.
EROAD’s LTI Plan II (equity-settled)
Eligible employees w
ere invited to purchase EROAD shares under the EROAD LTI plan. Under the terms of the scheme the purchase of the
shares is funded by a loan granted to the eligible employees by EROAD Limited. At the end of the vesting period the employee will be paid
a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company, enabling the
loan to be repaid.
Shares issued under the scheme are held in trust for the employees during a 3 year restrictive period. If the employee ceases to be an
employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price. For the shares to vest
the Company’s Total Shareholder Return (TSR) must exceed the median TSR of the NZX50 Group over the Relevant Assessment Period,
with a progressive vesting scale for performance between 50th and 75th percentiles, and 100% vesting if company performance is equal to
or above the 75th percentile of the NZX50 Group.
Employee’s shares that are forfeited due to failure to meet market and non-market performance conditions will be repurchased by the
Trustee at the original grant date price.
The EROAD LTI Plan has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key terms and conditions
relating to the grants under this Scheme are disclosed in the table below.
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20228081
EROAD LTI Plans
Grant date/employees
entitledShares granted Vesting conditions
Vesting
period
Apr-17Sep-18
Shares granted to key
management personnel
EROAD LTI Plan II (FY18) - 197,890
• 3 years service from grant date
• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the
NZX50 Group over the Relevant Assessment Period (1 April 2017 to 1 April 2021).
• progressive vesting scale for performance between 50th and 75th percentiles, and
100% vesting if company performance is equal to or above the 75th percentile of the
NZX50 Group.
2.5 years
EROAD LTI Plan II (FY19) - 85,276
• 3 years service from grant date
• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the
NZX50 Group over the Relevant Assessment Period (1 April 2018 to 1 April 2021).
• progressive vesting scale for performance between 50th and 75th percentiles, and
100% vesting if company performance is equal to or above the 75th percentile of the
NZX50 Group.
2.5 years
EROAD US President
Incentive Scheme
490,000 -
• 3 years service from grant date
• Meet minimum targets for key operational metrics: Total Contracted Units, Average
Revenue per Unit, Cost of Customer Acquisition Payback and Renewal Rates.
• Each years performance is measured on a weighted calculation of percentage
achieved vs. target for operational metrics.
• The percentage of shares to vest is calculated based on the average of each years
weighted percentage achieved. If the vested amount is less than 60% all shares will be
forfeited.
3 years
Shares granted to other
employees
EROAD LTI Plan II (FY18) - 87,995
• 3 years service from grant date
• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the
NZX50 Group over the Relevant Assessment Period (1 April 2017 to 1 April 2021).
• progressive vesting scale for performance between 50th and 75th percentiles, and
100% vesting if company performance is equal to or above the 75th percentile of the
NZX50 Group.
2.5 years
EROAD LTI Plan II (FY19) - 25,977
• 3 years service from grant date
• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the
NZX50 Group over the Relevant Assessment Period (1 April 2018 to 1 April 2021).
•
progres
sive vesting scale for performance between 50th and 75th percentiles, and
100% vesting if company performance is equal to or above the 75th percentile of the
NZX50 Group.
2.5 years
490,000 397,138
EROAD Performance Share Rights
Grant date/employees
entitledShares granted Vesting conditions
Vesting
period
Oct-19Jul-21Oct-21Dec-21
Performance Shares
Rights granted to key
management personnel
FY20 Performance
Share Rights
374,238 72,043 - -
• 2.4 years service from grant date
• The award is linked to growth in EROAD’s total
contracted units (TCUs) between 1 April 2019 and
31 March 2022. Participants bear the tax liability of
the PSR plan. The Board retains discretion over the
final outcome of PSR payments, to allow appropriate
adjustments where unanticipated circumstances may
impact performance over the measurement period.
2.4 years
Performance Shares
Rights granted to
other employees
FY20 Performance Share
Rights
396,236 - - 78,765
• 2.4 years service from grant date
• The award is linked to growth in EROAD’s total
contracted units (TCUs) between 1 April 2019 and 31
March 2022. Participants bear the tax liability of the
PSR plan. The Board retains discretion over the final
outcome of PSR payments, to allow appropriate
adjustments where unanticipated circumstances
may impact performance over the measurement
period.
2.4 years
FY22 Performance Share
Rights
- -
145,671
-
• 2 years service from grant date2 years
770,474 72,043 145,671 78,765
Measurement of fair value
The fair value of the shares issued under the EROAD LTI plans during the year ended 31 March 2022 was determined with reference to
the Company’s share price on the NZX at grant date. A discount was applied to the fair value of the shares issued under the EROAD LTI
scheme to reflect the non-vesting market conditions.
The number of shares granted and forfeited during the period were as follows:
EROAD LTI Plans
20222021
Outstanding at 1 April 732,741874,557
Granted during the period--
Forfeited during the period(275,590)(141,816)
Vested during the period(457,151)-
Outstanding at 31 March -732,741
NOTE 21 SHARE BASED PAYMENTS (CONTINUED)
NOTE 21 SHARE BASED PAYMENTS (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20228283
EROAD Performance Share Rights
20222021
Outstanding at 1 April 596,186770,474
Granted during the period150,808-
Forfeited during the period(73,506)(174,288)
Vested during the period--
Outstanding at 31 March 673,488596,186
EROAD Performance Share Rights
20222021
Outstanding at 1 April --
Granted during the period145,671-
Forfeited during the period--
Vested during the period--
Outstanding at 31 March 145,671-
During the year-ended 31 March 2022 an amount of $2M (2021: $0.9M) was recognised as an expense within the statement of
comprehensive income in relation to share-based payments for all share plans.
NOTE 22 RELATED PARTY TRANSACTIONS
The subsidiaries of the Company are:
Company Country of Incorporation Interest % Principal activity
EROAD Financial Services Ltd New Zealand 100 Financing activities within group
EROAD LTI Trustee Limited New Zealand 100 LTI Scheme Trustee
EROAD (Australia) Pty Limited Australia 100 Transport Technology & SaaS
EROAD Inc
United Sta
tes of America
100 Transport T
echnology & SaaS
Coretex NZ Limited New Zealand 100 Transport Technology & SaaS
Coretex Australia Pty Limited Australia 100 Transport Technology & SaaS
Coretex USA Inc United States of America 100 Transport Technology & SaaS
Coretex Telematics Limited Canada 100 Transport Technology & SaaS
Coretex Limited New Zealand 100 Transport Technology & SaaS
Imarda Pty Limited Australia 100 Not Trading
Imarda Asia Pte Limited Singapore 100 Not Trading
Coretex Telematics Limited British Columbia 100 Not Trading
International Telematics Corporation United States of America 100 Not Trading
In
ternational Telematics Holdings Limited New Zealand 100 Not Trading
Key management personnel compensation comprised:
20222021
$M’s$M’s
Short-term employee benefits 3.4 3.0
Share-based payments 1.0 0.8
4.4 3.8
(a) Loans to key management personnel
There ha
ve been no loans to management personnel.
(b) Other transac
tions with key management personnel
There were no other transactions with key management personnel during the period. From time to time, key management personnel of
the Group may purchase goods from the Group.
(c) Remuneration of Non-executive Directors
20222021
$M’s$M’s
Michael Bushby (Resigned 1 July 2020)-0.01
Anthony Gibson0.110.06
Candace Kinser (resigned 24 July 2020)-0.02
Graham Stuart (Chair)0.150.12
Susan Paterson0.110.08
Barry Einsig0.150.13
Sara Gifford (appointed 31 March 2022)--
0.520.42
No additional fees were paid to any Directors for consultancy work provided to the Company (2021: None paid).
(d) Remuneration of Executive directors
20222021
$M’s$M’s
Salary and bonus 1.2 0.9
Share-based payments 0.3 0.1
1.5 1.0
Additional fees were paid to an executive director for consultancy work provided to the Company of $0.067M (2021: None paid).
(e) T
ransactions with related parties
20222021
$M’s$M’s
Streamline Business NZ Limited 0.2 -
0.2 -
EROAD Group contracts with Streamline Business NZ Limited for outsourcing work, the company has a common director with EROAD. All
transactions with these related parties are priced on an arm’s length basis.
NOTE 23 CAPITAL COMMITMENTS
As at 31 March 20
22 the Group had confirmed purchase orders open with its third party manufacturer of hardware units amounting to
$20.7M (2021: $5.1M).
The large increase in capital commitments is mainly a result of the inclusion of Coretex’s capital commitments ($12.1M) and to due an
increase of inventory lead time.
NOTE 22 RELATED PARTY TRANSACTIONS
(CONTINUED)
NOTE 21 SHARE BASED PAYMENTS (CONTINUED)
EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20228485
NOTE 24 CONTINGENT LIABILITIES
At 31 March 2022 there were no contingent liabilities (2021: nil)
NOTE 25 NET TANGIBLE ASSETS PER SHARE
2022
Restated
2021
$M’s$M’s
Net assets (equity) 247.7 102.1
Less intangibles(228.4)(40.6)
Total net tangible assets 19.3 61.5
2022
Restated
2021
$$
Net tangible assets per share ($) 0.17 0.75
The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced under the NZX
listing rules.
NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE
There are no other events subsequent to balance date which have not already been taken up in the accounts (2021: Nil).
EROAD Annual Report 2022 | AUDITOR’S REPORTAUDITOR’S REPORT | EROAD Annual Report 20228687
© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of EROAD Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the consolidated financial
statements of EROAD Limited
(the ’Company’) and its subsidiaries (the
'Group') on pages 48 to 85 present fairly in all
material respects the Group’s financial
position as at 31 March 2022 and its financial
performance and cash flows for the year
ended on that date in accordance with New
Zealand Equivalents to International Financial
Reporting Standards and International
Financial Reporting Standards.
We have audited the accompanying consolidated financial
statements which comprise:
— the consolidated statement of financial position as at 31
March 2022;
— the consolidated statements of comprehensive income,
changes in equity and cash flows for the year then ended;
and
— notes, including a summary of significant accounting
policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe
that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics
for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (‘IESBA Code’), and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the Group in relation to tax compliance, tax due diligence and tax advisory
and other assurance services. Subject to certain restrictions, partners and employees of our firm may also deal with the
Group on normal terms within the ordinary course of trading activities of the business of the Group. These matters
have not impaired our independence as auditor of the Group. The firm has no other relationship with, or interest in, the
Group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the
consolidated financial statements as a whole. The materiality for the consolidated financial statements as a whole was
set at $1.2 million determined with reference to a benchmark of Group’s revenue. We chose the benchmark because,
in our view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process by
which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of
our statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete
opinions on separate elements of the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Revenue recognition
Refer to Note 3 of the consolidated financial
statements.
The Group’s contracts are accounted for as a
service contract and the associated revenues are
recognised over the contract term.
During the year the Group acquired Coretex Limited
(‘Coretex’) which increased the volume and types of
contractual arrangements through the newly
acquired business.
We focused on this area because the accounting
determination of whether or not the contract
contains a lease is a significant judgement and the
outcome has a significant impact on the recognition
of profit and loss and the financial position.
Furthermore, judgement is also required when
assessing the recoverability of this revenue and
associated debtor balances in light of the economic
conditions from COVID-19.
We assessed the judgement in revenue recognition by
performing the following procedures:
— Obtaining Coretex’s customer contracts and trading
terms and evaluating whether management’s revenue
recognition assessment is appropriate and in accordance
with relevant financial reporting standards;
— Assessing whether the Group’s customer contract terms
and conditions meet the definition of service contracts to
be recognised over time;
— Reviewing any changes or new contractual terms and
conditions entered into with new customers during the
period to identify any potential impact on performance
obligations required to satisfy the contract;
— Selecting a sample of customer contracts to compare
the revenue recognised to the contractual period;
— Checking a sample of customer invoices immediately
prior to and after year end to ensure revenue is
recognised in the correct period; and
— Challenging management’s assumptions used to
determine the recoverability of revenue and associated
debtor balances particularly in context of ongoing
uncertainty relating to COVID-19.
We did not identify any matters that indicated that the
reported revenue is materially misstated.
Capitalisation of Development costs
Refer to Note 16 of the consolidated financial
statements.
The Group has reported a development asset of
$88.3 million (2021: $36.9 million). The
establishment of the development asset requires
significant judgement as to whether a project meets
the capitalisation criteria, and which expenditure is
directly attributable to the development of such
projects.
In assessing whether a project meets the
capitalisation criteria we consider its technical and
economic feasibility, intention and ability to develop,
use or sell the asset. Roles of employees and the
nature of overhead costs are considered in
assessing whether they are directly attributable to a
qualifying project. Projects that do not continue to
meet the capitalisation criteria are written off.
We focused on this area due to the quantum of the
development costs capitalised and judgement
involved.
We assessed the judgements related to capitalised
expenditure by performing the following procedures:
— Understanding the nature and background of the
activities that are capitalised through inquiry of key
management personnel;
— Selecting a sample of projects ensuring they meet the
capitalisation criteria;
— Challenging whether costs capitalised during the year
were directly attributable to development projects; and
— Selecting a sample of timesheets and recalculating the
amount of internal costs capitalised based on the hours
which staff spent developing the asset.
We did not identify any factors that were materially
inconsistent with management’s overall conclusions.
EROAD Annual Report 2022 | AUDITOR’S REPORTAUDITOR’S REPORT | EROAD Annual Report 20228889
The key audit matter How the matter was addressed in our audit
Impairment of non-current assets
Refer to Note 16 of the consolidated financial
statements.
During the year the Group recognised goodwill,
brand and customer relationships of $ 105.1 million,
$3.3 million and $28.7 million respectively arising
from the Coretex acquisition. At the balance date
the Group’s non-current assets additionally include
property, plant and equipment of $61.7 million
(2021: $34.7 million), and capitalised development
costs with a carrying value of $88.3 million (2021:
$36.9 million). Capitalised development costs
include a technology asset of $37.2 million that was
recognised on the acquisition of Coretex.
The non-current assets are allocated to three cash
generating units (‘CGUs’) representing the three
core markets the Group develops and markets its
products (New Zealand, Australia and North
America).
Goodwill has been allocated to each of these CGUs,
and as a result the carrying value of each CGU must
be tested for impairment annually.
The recoverable amounts of the CGUs, which have
been determined based on their value in use, have
been derived from discounted forecast cash flow
models. These models use several key
assumptions, including estimates of future
contracted units and average rate per unit (‘ARPU’),
operating costs, terminal value growth rates and the
weighted-average cost of capital (discount rate)
relevant to each market.
In addition, a specific impairment review of Group’s
capitalised development costs by project was
performed to assess whether following the
acquisition of Coretex these projects would
continue to provide economic value to the business.
The impairment testing of non-current assets is
considered to be a key audit matter due to the
complexity of the accounting requirements and the
significant judgement required in determining the
assumptions used to estimate the recoverability of
these assets.
We assessed management’s impairment testing of non-
current assets by performing the following procedures:
— Enquiring of the executive management to corroborate
an understanding of the Group’s products, markets and
strategic opportunities following the acquisition of
Coretex. Taking this into account we considered whether
the existing products and capitalised development costs
require specific impairment.
— Obtaining a value-in-use model for each CGU and
assessing the methodology, underlying cash flows and
key assumptions made including:
- Using our corporate finance specialists to challenge
the reasonableness of the weighted average cost of
capital and terminal growth rates;
- Challenging management’s future cash flow
forecasts. This included comparing previous
forecasts to actual results and other relevant
supporting documentation to evidence the feasibility
of the forecasts and to assess the reliability of
historical forecasting; and
- Challenging management’s forecasts by performing
sensitivity analysis over the forecast unit sales
growth, ARPU, and discount rates.
We did not identify any factors that were materially
inconsistent with management’s overall conclusions.
Acquisition of Coretex
Refer to Note 2(i) of the consolidated financial
statements.
The Group acquired 100% of Coretex with effect
from 1 December 2021.
Our audit procedures in this area included:
— Assessing whether the business combination has been
appropriately accounted for in accordance with applicable
financial reporting standards and reflects terms and
conditions of the sale and purchase agreement;
The key audit matter How the matter was addressed in our audit
As a result of the acquisition, the Group recognised
definite life intangible assets of $69.2 million and
goodwill of $105.1 million.
The accounting for this transaction is complex due
to the significant judgements and estimates that are
required to determine the values of the
consideration transferred and the identification and
measurement of the fair value of the assets
acquired and liabilities assumed.
Due to the size and complexity of the acquisition,
we considered this to be a key audit matter.
— Involving our own valuation specialists to assist with
assessing the Group’s identification of acquired assets
and assumed liabilities, challenging the methodologies
applied and valuations produced, in particular the key
assumptions used to determine fair values of:
- The customer relationships intangible asset, which
included reconciling key inputs such as customer
retention rates, number of connected units and
ARPU to underlying reports, and challenging the
discount rate;
- The technology intangible asset, which included
agreeing the historical costs to the past R&D grant
claims and audited pre-acquisition financial
statements;
- The brand intangible asset, which included
challenging the royalty rate applied and assessing
the sensitivity of the brand valuation to changes in
the royalty rate assumption.
— Verifying the cash consideration paid to date;
— Challenging the fair value of the contingent
consideration, which included assessing the likelihood of
achieving performance targets by agreeing amounts to
actual performance and approved forecasts; and
— Evaluating the adequacy of the financial statement
disclosures.
We did not identify any factors that were materially
inconsistent with management’s overall conclusions, while
noting the tax payable and deferred tax liability have been
recognised on a provisional basis.
Other information
The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual Report.
Other information may include the Chairman’s and Acting Chief Executive’s report, disclosures relating to corporate
governance and other statutory disclosures. Our opinion on the consolidated financial statements does not cover any
other information and we do not express any form of assurance conclusion thereon.
The Annual Report is expected to be made available to us after the date of this Independent Auditor's Report. Our
responsibility is to read the Annual Report when it becomes available and consider whether the other information it
contains is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit,
or otherwise appear misstated. If so, we are required to report such matters to the Directors.
EROAD Annual Report 2022 | AUDITOR’S REPORTAUDITOR’S REPORT | EROAD Annual Report 20229091
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the shareholders as a body for our audit work, this independent auditor’s report, or any of the
opinions we have formed.
Responsibilities of the Directors for the consolidated financial statements
The Directors, on behalf of the Company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting
Standards) and International Financial Reporting Standards;
— implementing necessary internal control to enable the preparation of a consolidated set of financial statements
that is fairly presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless they either intend to liquidate or to cease
operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objective is:
— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at the
External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.
For and on behalf of
KPMG
Auckland
26 May 2 022
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229293
CORPORATE
GOVERNANCE
REPORT
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229495
Dear Shareholder
I am pleased to present
the Corporate Governance
Statement for the year ended 31
March 2022. In this Statement
we describe how the Board goes
about governing EROAD, key
actions and workstreams during
the year, our approach to the
alignment of purpose, values,
culture and strategy and our
engagement with stakeholders.
We have also set goals for FY23,
reflecting matters that are a
priority to the Board and will be
reflected in the work programme
we undertake during the new
financial year.
CORPORATE
GOVERNANCE REPORT
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229697
BOARD FOCUS IN 2022
Coretex: The Coretex acquisition that was undertaken during the
year was a particular highlight from a governance perspective,
given the need for the Board to ensure the acquisition was
not only in EROAD’s best interests but to also raise capital to
fund the acquisition. A goal of the capital raise was to provide
all shareholders, with an Australian or New Zealand address,
with an opportunity to participate (on a pro rata basis where
possible). The offer consisted of a fully underwritten Placement
and a Share Purchase Plan.
Board strategy workshop: Annually the Board gets together
outside of its meetings programme to consider, test, and
approve the strategy proposed by management. This did
not happen in FY22 due to COVID. The Board is mindful
of balancing considerations of operational performance
with more strategic matters as well as looking ahead at the
environment that will face the Company. After the settlement
of the Coretex acquisition, Steven Newman and Alex Ball
met with large institutional investors and the Board met with
shareholders who attended our annual meeting. I presented
the Board’s priorities - a focus on performance, management
of compliance and risk and seeing the bigger picture. Staying
agile and responsive is vital to delivering performance
outcomes that reward shareholders.
CEO succession: CEO succession: As with many companies,
particularly in the technology space, it is important that CEO
succession is actively planned for. The Board, including Steven
Newman, began a global search process late in 2021 for a new
Chief Executive Officer, to allow Steven to step back from the
day to day responsibility of leading the Company. EROAD has
transformed significantly over its 14 year history, including the
acquisition of Coretex, and is now positioned to accelerate its
growth. With Steven’s resignation in early April the Board have
had to reconsider the skillset a new Chief Executive Officer
needed to bring to EROAD. The Board was extremely pleased
to recently announce the appointment of Mark Heine as
EROAD’s Chief Executive Officer. Given Mark’s deep knowledge
of the business, team building skills and understanding of the
company’s strategy he emerged as stand-out candidate.
Director appointments: Strengthening the Board by adding
fresh perspectives, additional skill sets and increased diversity
was a target directors set for 2022. This has been delivered with
the appointment of Selwyn Pellett and Sara Gifford. A search for
an additional director is underway and I expect an appointment
to be made within the next few months.
COMPLIANCE WITH NZX CORPORATE
GOVERNANCE CODE RECOMMENDATIONS
The Board believes it has complied with the Code other than
in respect of Recommendation 8.4 relating to pro rata offers.
For its 2021 capital raising, the Board was focused on ensuring
that all shareholders, where possible, received at least a pro rata
allocation of shares. In order to ensure as many shareholders
as possible maintained their proportionate shareholding, the
Board increased the size of the Share Purchase Plan offer per
participant to NZD $32,000 (AUD $30,000) and accepted
additional applications through the plan.
2023 GOALS
The Board believes our governance practices are robust
and meet EROAD’s current needs. You will see that in this report
we have included a series of goals to be achieved in FY23.
We will report to you in next year’s report on our progress to
achieving them.
Graham Stuart
Chairman
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229899
The Board of EROAD Limited (EROAD,
the Company) is committed to fulfilling
our corporate governance obligations
and responsibilities in the best interests
of the Company and our stakeholders
by ensuring that the Company adheres
to best practice governance principles
and maintains the highest ethical
standards. The Board regularly reviews
and assesses EROAD’s governance
framework and processes to ensure that
they are consistent with best practice.
This Statement provides an overview of EROAD’s governance
framework and processes. It is structured to follow the NZX
Corporate Governance Code (NZX Code) and discloses
the Company’s practices for each of the NZX Code’s eight
governance principles.
The Board’s view is that as at 31 March 2022, EROAD
has complied with the Code other than in respect of
Recommendation 8.4 relating to pro rata offers. The Company
also complies with the corporate governance requirements
of the NZX Listing Rules (NZX Listing Rules) and with our
obligations as a foreign-exempt issuer on the ASX
(ASX Listing Rules).
EROAD’s corporate governance policies, practices and
procedures can be found on our website at http://www.
eroadglobal.com/global/investors/. The Investor website page is
used in this statement as a reference to the website page where
the Company’s set of governance documents are located.
This Corporate Governance Statement was approved by the
Board on 27 June 2022.
EROAD’S PRINCIPAL ACTIVITIES
The Company develops and sells end to end road and SaaS
products for the management of vehicle fleets in New Zealand,
Australia and the United States of America.
EROAD’s product offering is intended to:
a) support regulatory compliance including transportation taxes,
road user charging, fuel and vehicle registration;
b) improve record keeping of both mobile assets (vehicles) and
drivers (including fatigue related products);
c) reduce vehicle operating costs and carbon emissions by
improving fleet efficiency;
d) improve and promote driver safety;
e) monitor refriger
ated fleets and provide services to
construction and waste fleets; and
f) micro asset tracking.
EROAD is undergoing a period of significant growth following
the acquisition of Coretex in 2021. While there were no
significant changes to EROAD’s principal activities during the
financial year, the Company now offers a wider suite of products
and has significantly increased its global addressable market.
PRINCIPLE 1: CODE OF ETHICAL
BEHAVIOUR
EROAD’s purpose is to create safer and more sustainable roads.
EROAD’s values are key to achieving this purpose and these
were refreshed and updated during the year.
EROAD’s values are:
• We do what’s right;
• We play as a team;
• We learn & grow; and
• We get it done.
The Company’s values reflect our commitment to delivering
the best outcomes for EROAD, our team, our customers,
shareholders, and wider stakeholders.
The Company’s Code of Ethics provides guidance on
the behaviours that will enable the directors, employees,
independent contractors, and advisers of EROAD and our
related companies (“EROADers”) to align their conduct, actions,
and decisions with EROAD’s purpose and values.
Broadly, the behaviours will lead to all EROADers enjoying
an open, transparent, positive and high-performing culture
with the following attributes: full commitment across the
Company to the success of EROAD’s future; constructive
relationships being developed and maintained in an open,
professional and respectful manner; good career development
opportunities being provided within EROAD; consultation on
matters concerning EROADers and the business; and everyone
incorporating EROAD’s values into their work to collectively
achieve EROAD’s purpose. The Code of Ethics also addresses,
amongst other things, confidentiality; conflicts of interest and
corporate opportunities; receipt of gifts and personal benefits;
expected conduct; whistleblowing; corruption; reporting
concerns regarding breaches of the Code, other policies, and the
law. All EROADers are made aware of EROAD’s key policies and
receive training on these via our online training platform. Whilst
there is no formal assessment for corruption per se, EROAD
has a range of Codes and Policies that discourage corrupt
behaviours by employees.
Several other policies and documents are regarded as being
important in ensuring high ethical standards are maintained.
This includes EROAD’s Code of Conduct which sets out
EROAD’s purpose, values, and culture. The Code further
discusses personal behaviour, workplace stress, responsibilities,
privacy and so on. The Market Disclosure Policy sets out
the Company’s commitment to the promotion of investor
confidence by ensuring that the trading of EROAD shares
takes place in an efficient, competitive and informed market.
The Securities Trading Policy clearly sets out for directors
and employees of EROAD when they may buy or sell the
Company’s shares, and the approvals that are required prior to
trading. The underlying principle of the Policy is that EROAD is
committed to ensuring our directors, officers, employees and
advisers do not trade EROAD shares while in possession of
inside information. An Interests Register is kept, in accordance
with the requirements of the Companies Act 1993 and the
Financial Markets Conduct Act 2013, to ensure all relevant
transactions and matters involving the directors are recorded.
The Related Party Transactions Policy governs any proposed
or actual related party transactions. The Whistle-blower Policy
supplements the Code of Ethics and Code of Conduct provisions
regarding reporting concerns by providing a clear pathway for
resolving issues that may have arisen. EROADers can raise any
critical concerns with their manager or with any member of
the executive team and any major concerns will be passed up
to the Board where appropriate. Additionally, EROAD has an
independent whistle-blower email for EROADers to use. This
is managed by EY Australia. The Board and management will
review any critical concerns and will work with the appropriate
EROADers to swiftly resolve any serious reports. EROAD’s
Modern Slavery Statement will be published within our EROAD
Sustainability Report and will be available on our investor
website page from the date the Report is published.
Our in-house legal team provides advice and assistance to
the business globally on how to comply with our various legal
obligations. External legal counsel is engaged to assist us as and
when required.
EROAD’s Code of Ethics, Market Disclosure, Securities Trading,
Related Party Transactions and Whistle-blower policies can be
found at the Investor website page.
FY23 goal: To further strengthen our ethical practices we intend
to prepare a Supplier Code of Conduct to ensure our suppliers
understand and share our commitment to building a supply
chain structure that supports our approach to corporate social
responsibility and sustainability.
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022100101
PRINCIPLE 2: BOARD COMPOSITION
AND PERFORMANCE
RESPONSIBILITIES OF THE BOARD AND
EXECUTIVE MANAGEMENT
The business and affairs of EROAD are managed under the
direction of the Board of Directors. The role of the Board is
to approve the purpose, values and strategic direction of the
Company, to guide and monitor EROAD’s management in
accordance with the purpose, values and strategic plans, and to
oversee good governance practice. The Board Charter sets out
internal Board procedures and defines the Board’s specific roles
and responsibilities that include, amongst other things:
•
appointment of a Chair;
• in consultation with the Chief Executive Officer (CEO),
providing strategic direction and approving EROAD’s
strategies and objectives;
• advancing major strategies for achieving EROAD’s objectives;
• setting a risk appetite for the management of risks;
• determining the overall policy framework within which the
business of EROAD is conducted; and
• monitoring management’s performance with respect to
these matters.
The Board has a statutory obligation to reserve
responsibility for certain matters and these are set out in
the Charter. The Board also deals with issues relating to the
appointment or removal of the CEO, ensuring adequate
resources are available to management to run the business,
overseeing director appointments and reappointments,
approving financial and business plans, and considering matters
that are outside delegated authority levels. 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 regularly reviews and assesses our governance
structures, policies, and procedures to ensure these are in line
with best practice and legal requirements. The Board Charter
was last updated in October 2019.
Management of the day-to-day operations and responsibilities
of EROAD together with delivery of the strategic direction and
goals is delegated to the executive management team under
the leadership of the CEO. The Board holds management
accountable for the performance of our delegated functions.
In doing so the Board constructively challenges management’s
proposals and decisions and seeks to instil a culture of
accountability throughout the Group.
This is achieved by monitoring management’s performance by
receiving reports and plans, maintaining an active programme of
engagement with senior management and through the Board’s
annual work programme.
If circumstances arise where a director needs to obtain
independent advice, that director is, as a matter of practice, able
to seek such advice at the expense of EROAD.
FY23 goal:
• Review Board processes and reporting framework to further
support the Board’s focus on performance, management of
compliance and risk and monitoring of the global big picture;
•
Review and update the Board Charter.
BOARD COMPOSITION
EROAD is committed to ensuring that the composition of the
Board includes directors who collectively bring an appropriate
mix of skills, commitment, experience, expertise, and diversity
to Board decision-making. At 31 March 2022 EROAD had six
directors, four of whom were non-executive directors. Steven
Newman, the CEO, was an executive director, as is Selwyn
Pellett. The Board was pleased to announce the appointment
of Sara Gifford, an additional independent director who
commenced her directorship in April 2022.
A brief biography of each Board member, including experience,
length of service, expertise, role, and the term of office is set out
in the “The Board” section of this report. Disclosure on director
shareholdings and other directorships is included on pages 141
of this report.
The Board does not have a tenure policy, but it is of the view
that the profile, represented by the length of service of each
of our directors, is appropriately balanced such that Board
succession and renewal planning is managed over the medium
to longer term.
DIRECTOR NOMINATION, APPOINTMENT,
RETIREMENT AND RE-ELECTION
The Board takes an active role in the appointment of new
directors and has established a Remuneration, Talent and
Nominations Committee (“RTNC”) to assist it with the selection,
appointment, and reappointment of Directors to the Board.
The Committee also has oversight of EROAD’s overall human
resources strategy. The Committee’s specific responsibilities are
set out in our Charter, which is available at the Investor
website page.
The Appointment and Selection of New Directors Policy sets
out the criteria and process that the Committee will follow
during the process of selecting and appointing new directors
as and when a vacancy arises and in considering whether
to recommend the reappointment of existing directors. The
Appointment and Selection of New Directors Policy can be
viewed at https://www.eroadglobal.com/global/investors/.
Where a candidate is recommended by the RTNC, the Board
will assess that candidate against a range of criteria including
background, experience, professional qualifications, personal
qualities, the potential for the candidate’s skills to augment
the existing Board (board skills matrix) and the candidate’s
availability to commit to the Board’s activities.
EROAD is also particularly committed to ensuring that we
have a diverse organisation. Levels of both gender and cultural
diversity across EROAD’s workforce are higher than the IT
industry average. That said, we are conscious of the under
representation of women in our current board composition.
We continually review the skills and experience we consider
we require to provide the appropriate governance for the
Company as it moves through its next phase of growth.
Diversity is a key consideration. Selwyn Pellett was appointed
to the Board in December 2021 following the completion of
the Coretex acquisition. Selwyn is an executive director and
will stand for election at this year’s annual meeting. As part
of the skills assessment process, we are also considering the
need for an additional director. Our commitment to identifying
suitable female candidates with this skillset through a rigorous,
comprehensive search process led to the appointment of Sara
Gifford to the Board in April 2022. Sara Gifford will stand for
election at this year’s annual meeting as an
independent director.
At last year’s annual meeting, Graham Stuart retired by rotation
and being eligible, offered himself for re-election and was
re-elected to the Board. At this year’s annual meeting, Selwyn
Pellett and Sara Gifford will stand for election and Susan
Paterson will stand for re-election.
In line with the NZX Code Recommendations, checks are made
for any material adverse information before a candidate is
recommended to the Board for election or re-election. Where
appropriate, external consultants are engaged to assist in
searching for candidates. The Board includes in the Notice of
Meeting for annual meetings all material information that is
considered relevant to a decision on whether to elect or re-elect
a director.
All new and reappointed directors enter into a written
agreement with EROAD, which sets out the terms of their
appointment. New directors also complete a comprehensive
induction programme that enables them to meet with the
Chairman, the Finance, Audit and Risk Committee (“FRAC”)
Chairwoman and senior management to gain insight into
EROAD’s values and culture, our business operations, key risks
and regulatory and legal framework. The program also includes
site visits. Each director’s induction program is tailored based on
the director’s existing skills, knowledge, and experience.
All directors are expected to maintain the skills required to
discharge their obligations to the Company. On an ongoing
basis, directors are provided with papers, presentations and
briefings on matters which may affect EROAD’s business or
operations to assist the directors regarding understanding
key developments in the industry in which EROAD operates.
The Board considers that Barry Einsig, Steven Newman,
Tony Gibson and Selwyn Pellett all have industry specific
experience. Directors are also encouraged to undertake
continuing education and training relevant to the discharge of
their obligations as directors of the Company. We are always
working to broaden the expertise, skillset, and knowledge of the
Board with a view to increasing diversity and broadening the
geographic location of directors.
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022102103
BOARD SKILLS
At Board level, diversity allows EROAD to benefit from a range of different perspectives that collectively lead to healthier debate and
decision-making. The Board considers that Barry Einsig, Tony Gibson and Selwyn Pellett all have transport industry specific experience.
Graham Stuart and Susan Paterson bring listed company and finance / risk experience. Sara Gifford, Barry Einsig and Selwyn Pellett
have extensive experience in technology solutions. Overall, the Board’s skill set is as set out in the following table.
Business contextCapabilityKey elementCurrent board
A depth of industry experience
and awareness of sector trends
Executive industry
experience
Mordern executive telematic hardware experience
Hardware R&D
Product softwareFleet management or adjacent software
development
Data-driven innovation and growth
Deep software development experience
Transport and
supply chain
Strong insight into transport – systems, trends
Fleet management
Supply chain Regulation Sustainability
Customer perspective
Driving long-term value creation
through serving customer needs
Modern technologistSaaS businesses
Data analytics / AI
Strong scale tech networks
Modern cloud expertise
Cybersecurity
Key trends in tech sector
Tech go-to-market
strategy and sales
Sales channel leadership experience – digital and
enterprise selling
Customer-centric strategies identifying new growth
opportunities
Building world-class sales capability
Go-to-market strategy
Driving revenue growth – beyond $1bn
Digital product
marketing
Tech sector marketing
Building customer insight
Brand development
Key customer
segment insight
New Zealand
North America
Australia
Scaling experience to guide
EROAD growth towards a $1b
company
Scale software
Company
Scaling a technology or SaaS organisation
– beyond $1b
Growth strategy development and execution
Capital market leadership
InvestmentDirect exposure to investments in technology
companies that have successfully scaled
M&A / takeovers
Long-term value creation
Finance / investment community insight
Technology
infrastructure
Scale IT infrastructure
Technology trends
Technology risk
Supporting financial and culture
growth as scale and complexity
builds
FinanceFormer CFO / CA / ARC Chair expertise Financial
strategy (tech)
Financial reporting and regulations
Risk management
People and
compensation
Corporate culture and diversity & inclusion
Executive compensation experience
Employee engagement
Performance and talent
H&S
Driving best practice in
governance and strategic
leadership
Listed governanceScale public company governance experience - NZX,
ASX, NASDAQ ESG
Shareholder engagement and partnering
Chair succession potential
Demographic
diversity
Gender, ethnicity, age
KeyHigh capabilityModerate capability
The Board also believes that the tenure of each of its members is important as it seeks to balance independent, institutional knowledge
gained through length of service and the importance of fresh perspectives in decision-making. The Board does not have a tenure
policy, but it is of the view that the profile, represented by the length of service of each of our directors and as set out in the following
table, is appropriately balanced such that Board succession and renewal planning is managed over the medium to longer term.
With the appointment of Sara Gifford on 1 April 2022 and Steven Newman’s resignation on 8 April 2022 the Board’s tenure changed
from what it was at 31 March 2022. The current Board tenure information is set out in the following table.
Director period of appointment as at 30 April 20220-3 years3-9 years9 years +
Number of directors321
FY23 goal: Appoint an additional director
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022104105
INDEPENDENCE OF DIRECTORS
The factors that are considered by the Board when assessing
the independence of our directors are set out in the Board
Charter. The guidance provided in the NZX Code is also
considered alongside the ASX Corporate Governance Principles
and Recommendations. As set out in the Board Charter, factors
that may impact a director’s independence include:
1. being currently, or within the last three years, employed in an
executive role by EROAD, any of our subsidiaries, and there has
not been a period of at least three years between ceasing such
employment and serving on the Board;
2.
currently, or within the last twelve months, holding a senior
role in a provider of material professional services to EROAD or
any of our subsidiaries;
3. having a curren
t, or within the last three years, material
business relationship (e.g. as a supplier or customer) with
EROAD or any of our subsidiaries;
4.
being a substantial pr
oduct holder of EROAD, or a senior
manager of, or person otherwise associated with, a substantial
product holder of EROAD;
5.
having a curren
t, or within the last three years, material
contractual relationship with EROAD or any of our subsidiaries,
other than as a director;
6.
having close family ties with an
yone in the categories listed
above; or
7.
having been a direc
tor of EROAD for a length of time that may
compromise independence.
In each case, the materiality of the interest, position, association
or relationship needs to be assessed to determine whether it
might interfere, or might reasonably be seen to interfere, with
the director’s capacity to bring an independent judgment to
bear on issues before the Board, to act in the best interests of
EROAD, and to represent the interests of our financial product
holders generally. The Board reviews the independence of each
Director considering interests that each director is required to
disclose in relation to the factors set out above.
Based on these factors, EROAD considers that, as at 31 March
2022, Graham Stuart, Anthony Gibson, Susan Paterson and
Barry Einsig were independent directors.
BOARD PERFORMANCE
Performance evaluations for the Board, the Board’s committees,
individual directors, and executives are undertaken regularly.
The Board Charter requires the Board to undertake a regular
performance evaluation of itself that:
• compares the performance of the Board with the requirements
of our Charter;
• revie
ws the performance of the Board’s committees and
individual directors; and
• makes improvements to the Board Charter where
considered appropriate.
As part of the Board review process, an independent third party
is appointed to review the Board performance periodically. The
FY22 review included, for the first time, an ESG component.
Key areas of focus from the report include supporting the
onboarding of a new CEO, execution of EROAD’s strategic
plan, including integration of Coretex, resetting the Board
composition with a particular focus on increasing the number of
NA appointments and ensuring Board materials are focused at
the right strategic level. Self-assessments are undertaken by the
Board biennially as an alternative to the independent evaluation.
FY23 goal:
• Complete board performance review by external consultant.
• Implement recommendations made as a result of the Board’s
FY22 self-assessment.
COMPANY SECRETARY
During FY22, Mark Heine maintained his role as the Company
Secretary. He was accountable to the Board, through the
Chairman, on all matters to do with the proper functioning of
the Board. Mr. Heine had regular discussions with the Chairman
to manage the flow of information between EROAD’s Board,
our committees, and senior executives. He was responsible
for all aspects of legal compliance at EROAD together with
the Company’s relationship with regulators and evaluating
new regulatory opportunities in New Zealand. Mr. Heine’s
remuneration was tied to the same STI and LTI plan as EROAD’s
wider executive team. These plans are further explained on
page 127.
EROAD has been a party to two legal actions in FY22. The first
of these relates to the terms of patent licence agreement, which
has now been settled, and the second relates to a claim for
early termination fees against a customer which terminated its
agreement with EROAD. Mr. Heine is not aware of any pending
actions regarding anti-competitive behaviour and violations of
anti-trust and monopoly legislation. EROAD has not identified
any non-compliance with any laws and/or regulations, nor
has the Company been subject to any significant fines or non-
monetary sanctions for non-compliance with any laws and/or
regulations in the social and economic area.
DIVERSITY AND INCLUSION
EROAD and our Board are committed to a workplace culture
that promotes and values diversity and inclusion. The Company
pursues a broad programme of diversity by recognising,
valuing, and considering our employees’ different backgrounds,
knowledge, skills, needs and experiences.
The Board recognises that diversity and inclusion lead to a
better experience at work for EROAD’s employees, makes
teams stronger, leads to greater creativity and performance,
contributes to a more meaningful relationship with
customers and stakeholders, and, ultimately, increases value
to shareholders. When there is a variety of thinking styles,
backgrounds, experiences, perspectives and abilities, employees
are more able to understand customers’ needs and to respond
effectively to them, thus best equipping EROAD for future growth.
EROAD encourages diversity and inclusion by:
• having a robust recruitment process in place to attract capable,
motivated, engaged, creative and diverse candidates; and
• fostering a culture and environment of inclusion through various
initiatives, policies, and development opportunities.
To deliver on our strategy, EROAD has designed a scalable and
diverse organisation with the right skillset to grow and mature
the Company’s operations in new markets and geographies.
We explain this in more detail in the People section of the FY22
Sustainability Report.
The Board has adopted a Diversity and Inclusion Policy
in accordance with the NZX Code and the ASX Corporate
Governance Principles and Recommendations. The policy is
available at the Investor website page. To ensure continued
focus and prioritisation, the policy requires the Board to set,
review and report on measurable objectives for achieving and
promoting diversity across EROAD’s business. Implementation
of actions to achieve the objectives is the responsibility of
the CEO. Progress has been made in FY22 in achieving the
objectives. One of the achievements is that the percentage of
female employees exceeds the percentage of female employees
in the technology sector generally. EROAD employees also cover
a broad age range (currently 19 through to 73 years) and come
from over 29 different countries. EROAD is currently migrating
our employee data to Workday. This platform will empower us
with further capability to capture and report on D&I information
from a demographic-profile perspective. We are currently
building out our objectives in this space.
Further, EROAD has maintained the following key goals
regarding Diversity & Inclusion:
• Culture & Values
To deliver appropriate internal policies and programs supporting
and promoting diversity and inclusion that are adopted at each
level of EROAD’s business.
EROAD delivers a diverse range of cultural celebrations
and social events, with a broad range of people on relevant
committees. This includes events such as: Cultural Day, Matariki
Day, 4th of July, Australia Day, Diwali, and International
Women’s Day. Diversity and Inclusion also plays a role in talent
planning designed to enable all employees the opportunity for
career advancement. Further, EROAD undertakes regular review
of employee remuneration and their approach to this, ensuring
pay equity.
• Inclusion
To ensure a culture which promotes and values inclusion. This
means key discussions are not limited to small groups and
involve a wide selection of people to promote diversity of thought.
EROAD creates a safe environment which actively encourages
EROADers to share their opinions. Leadership role modelling,
regular cultural awareness and celebration opportunities,
toastmasters and wellness programmes are some of the
mechanisms EROAD supports staff participation. Everyone has
the freedom and opportunity to voice their opinions.
Diverse groups contribute to business strategy and planning
activity, and inter-departmental social and work project
interactions connect people. Frameworks and managerial
education are provided to promote inclusion such as flexible
workplace practices.
• Leadership and People Development
A significant emphasis is given to developing our leaders and
people across EROAD. A Leadership Program was launched
in 2019 to ensure a consistent leadership approach is applied
across all teams, as well as giving a wide range of employees
new opportunities to develop as leaders.
It is encouraging to see that female participation in our
Leadership Program has increased with 39% female
participation and 61% male. This means there is a great pipeline
of future leaders. EROAD’s “Lean-In Circles” provide a safe
environment for employees to help each other develop. EROAD
is moving to an annual review of diversity of all promotions to
further strengthen our philosophy around equal opportunity.
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022106107
• Recruitment
Our goal is to ensure that our recruitment campaigns generate
a diverse pool of talent with value on experiential and cognitive
diversity and that all hiring decisions are based on merit.
To achieve this EROAD continues to advertise and promote on a
broad range of recruitment advertising channels and we apply
a diversity and inclusion lens to recruitment to maximise the
appeal to a diverse candidate pool. We have a scholarship that
gives priority to Māori and Pasifika candidates.
• Communication
EROAD’s expectations around diversity and inclusion are
communicated often and clearly, with a top-down approach.
Diversity initiatives such as cultural events and flexible working
are widely promoted. EROAD’s careers site supports recruitment
diversity. Inclusiveness is promoted at all levels.
• Gender balance
The table below shows the respective number of men and
women on the Board, in executive management positions (as
“Officers”) and across the whole organisation, including both full
time and part time employees, as at 31 March 2021 and 31 March
2022. Almost 34% of EROAD staff are female, which is above
average in our industry, and 13% of EROAD female employees
are in leadership roles.
20212022
WomenMenWomenMen
Board1 (20%)4 (80%)1 (17%)5 (83%)
Officers1 (12.5%)7 (87.5%)3 (20%)12 (80%)
Other
employees
137 (38%)226 (62%)178 (35%)337 (65%)
“Officers” are the CEO and senior executives reporting directly
to the CEO.
PRINCIPLE 3: BOARD COMMITTEES
The Board has established a Finance, Risk and Audit Committee
and a Remuneration, Talent and Nomination Committee.
These Board committees support the Board by working with
management and advisers on relevant issues at a suitably
detailed level. Recommendations are reported to the Board.
The Committees’ charters set out their objectives, procedures,
composition, and responsibilities. Copies of these charters are
available at the Investor website page.
All directors have a standing invitation to attend committee
meetings where there is no conflict of interest.
FINANCE, RISK AND AUDIT
COMMITTEE (FRAC)
The Finance, Risk and Audit Committee assists the Board in
fulfilling our oversight responsibilities relating to EROAD’s risk
management and internal control framework, the integrity of
our financial reporting and the auditing processes and activities.
Four meetings of the Finance, Risk and Audit Committee were
held during the year ended 31 March 2022.
Under the Finance, Risk and Audit Committee Charter, the
Committee must be comprised of non-executive directors,
all of whom must be independent. Further, the Chair of the
Committee must be an independent director and cannot be the
Chairman of the Board.
Employees only attend the Finance, Risk and Audit Committee
meetings at the invitation of the Committee. In the year ended
31 March 2022, the CEO, the Chief Financial Officer (CFO)
and General Counsel were invited to attend each of the four
meetings of the Finance, Risk and Audit Committee.
The current members of the Finance, Risk and Audit Committee
are Susan Paterson (Chair), Anthony Gibson and Graham Stuart.
All members of the Finance, Risk and Audit Committee are
independent non-executive directors.
QUALIFICATIONS AND EXPERIENCE OF
COMMITTEE MEMBERS
Susan Paterson: Susan has held a number of roles where she
was accountable for the financial performance of entities.
She has spent the last 25 years either chairing or contributing
to Audit Committees within both government and private
company arenas. Susan regularly attends training courses on
financial matters and best practice in Audit and Assurance.
Susan holds an MBA from London Business School (focused on
finance and strategy) and is a Chartered Fellow of the Institute
of Directors. In 2015 Susan was appointed as an Officer of the
New Zealand Order of Merit in recognition of her service to
corporate governance.
Anthony Gibson: Tony has extensive governance and
international executive experience. Tony was the CEO of
Ports of Auckland Limited for 11 years and prior to this role
was Managing Director of Maersk Line New Zealand, Director
of Maersk Logistics and Managing Director of P&O Nedlloyd
for New Zealand and the Pacific Islands and held senior
management roles in Europe, Asia and Africa. Tony has also
been the chair of North Tugz, Nexus Logistics and Conlixx.
In addition, Tony brings extensive transportation and logistic
expertise to the Board, including being appointed by the
Government in 2009 as a member on the Independent Review
of the NZ Road User Charging System.
Graham Stuart: Graham has over 30 years of governance
experience. In addition to his extensive service on company
boards, Graham has had a highly successful executive career
split between CEO and CFO roles. Graham has held roles that
were highly strategic in nature, within dynamic environments
and in high growth businesses. Graham has a strong professional
background in accounting and finance as well as experience
in technology and leadership. Graham is a qualified Chartered
Accountant and holds a Master of Science (Management) and a
Bachelor of Commerce (First Class Honours).
The Chairperson of the Committee reported to the Board on the
Committee’s proceedings following each meeting.
FY23 goals: Implement Committee recommendations regarding
duties, responsibilities and scope of activities.
REMUNERATION, TALENT AND
NOMINATION COMMITTEE (RTNC)
The Remuneration, Talent and Nomination Committee oversees,
amongst other things, the remuneration and benefits policies;
the CEO’s performance review and performance objectives;
remuneration of EROAD’s executives; succession planning
and associated management development for the CEO and
the executive team; and the effectiveness of the Diversity and
Inclusion Policy. It also oversees the director appointment
process when a vacancy arises and the reappointment of
sitting directors.
The current members of the Remuneration, Talent and
Nomination Committee are Anthony Gibson (Chair), Graham
Stuart, Susan Paterson, Sara Gifford, Barry Einsig and
Selwyn Pellett.
Barry Einsig is currently a principal at CAVita, where he provides
consulting services to cities, governments and companies on
Smart Cities, transport mobility and connected/automated
vehicle systems. His extensive global experience in the transport
industry, coupled with his network of industry colleagues, is
of real value to the Board in their recruitment and succession
planning. With an executive level background in large publicly
traded companies, Barry supports the RTNC’s focus on
remuneration and organisational matters.
Steven Newman attended parts of the two Remuneration, Talent
and Nomination Committee meetings at the invitation of
the Committee.
The Chairperson of the C
ommittee reported to the Board on the
Committee’s proceedings following each meeting.
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022108109
BOARD PROCESSES
The Board held six meetings during the year ended 31 March 2022.
Board
Finance, Risk and Audit
Committee
Remuneration, Talent and
Nomination Committee
Eligible to
attend
Attended
Eligible to
attend
Attended
Eligible to
attend
Attended
Graham Stuart664422
Anthony Gibson664322
Susan Paterson 664422
Steven Newman 664422
Barry Einsig66--22
Selwyn Pellett22--11
Sara Gifford11----
In addition to the above scheduled Board meetings, the Board also had an additional 11 Board meetings in relation to the acquisition of
Coretex Limited.
TAKEOVER PROTOCOL
The Board has a formal written protocol that sets out the procedure to be followed in the event that a takeover offer is received
by EROAD. The Protocol summarises key aspects of takeover preparation, and sets out governance, conflict and communications
protocols for takeover response. This Protocol provides that in the event of a takeover offer, the Board would establish an Independent
Takeover Response Committee to manage its takeover response obligations.
PRINCIPLE 4 – REPORTING & DISCLOSURE
MAKING TIMELY AND BALANCED DISCLOSURE
EROAD is committed to promoting shareholder confidence through open, timely and accurate market communication. The Company
has procedures in place to ensure compliance with our disclosure obligations under the NZX Listing Rules and the ASX Listing Rules.
The Board has a Disclosure Committee that comprises the CEO, CFO and one Independent Director. The Disclosure Committee is
responsible for administering EROAD’s compliance with our Market Disclosure Policy, including our NZX and ASX continuous disclosure
obligations. The Disclosure Officers, being the CEO and CFO, will recommend to the Disclosure Committee whether a market disclosure
should be made. The Disclosure Officers are ultimately responsible for all communications with NZX and ASX regulators.
EROAD’s Finance, Risk and Audit Committee Charter oversees the quality and integrity of external financial reporting including the
accuracy, completeness, balance and timeliness of financial statements. It reviews interim and annual financial statements and makes
recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,
NZX, ASX 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.
NON-FINANCIAL REPORTING
Safety, communities and the environment are at the heart of
EROAD’s culture. Our philosophy and achievements in these
areas are further outlined in our FY22 Sustainability Report.
EROAD is committed to an awareness of environmental,
economic, and social sustainability factors. EROAD’s General
Counsel and CFO have an informal responsibility for economic,
environmental, and social topics. The General Counsel and
CFO inform the Board of any material factors that come to
light and keep the Board up to date with current market trends
and processes in this space. The directors are committed to
progressing ESG matters and consider these at every board
meeting. Members of the Executive Team report directly to the
Board on these as and when they see fit. The Board also takes
advice from the FRAC Committee, General Counsel, Risk &
Compliance Manager, Net Zero Steering Group, Global Market
Development Team and the Road Network Insights Team. The
Board receives reports on a series of performance measures
that are considered key indicators of EROAD’s performance in
areas across all the business units. Recommendations based
on the performance measures are incorporated into agreed
actions to mitigate the identified risks. The Board delegates to
management who follow EROAD’s Health and Safety Policy,
Delegation of Authority Roles, Roles & Responsibility Matrix,
Treasury Policy, Risk Appetite Statement, Code of Ethics and
Code of Conduct. EROAD reports on our sustainability efforts on
an annual basis in our Sustainability Report. Further information
is available in the Risk section of this statement.
As noted in the Remuneration section, up to 60% of the Short-
Term Incentive scheme targets are based on the achievement of
strategic (non-financial) program targets from the annual plan.
EROAD is pleased to provide further reporting on sustainability
factors in our FY22 Sustainability Report. EROAD’s commitment
to health and safety, diversity and community benefits are
discussed in our FY22 Sustainability Report.
PRINCIPLE 5 – REMUNERATION
See the Remuneration Report on page 120 of this Annual Report
which outlines our compliance with Principle 5.
PRINCIPLE 6 – RISK MANAGEMENT
RISK MANAGEMENT FRAMEWORK
EROAD is committed to the identification, monitoring and
management of material financial and non-financial risks
associated with our business activities. The Board ultimately has
responsibility for internal compliance and control. It recognises
that a sound culture is fundamental to an effective risk
management framework. The Company’s purpose, values and
Code of Ethics are important contributors to instilling effective
risk management and awareness, and to support appropriate
behaviours and judgements about risk taking within the
parameters. EROAD’s risk management framework provides for
the oversight and management of financial and non- financial
material business risks, as well as related internal systems. The
framework is designed to:
• optimise the return to, and protect the interests of, stakeholders;
• safeguard EROAD’s assets and maintain our reputation;
• improve EROAD’s operating performance; and
• support EROAD’s strategic objectives.
EROAD’s Risk Management Policy is available at the Investor
website page.
EROAD’s risk management strategy enhances strategic planning
and prioritization, as well as assisting in the achievement of
key objectives. The strategy also strengthens EROAD’s ability
to be agile when responding to challenges that may be faced.
The risk management framework requires senior executives
and the wider leadership team to review risks against the risk
limits and triggers in the risk appetite statement (Risk Appetite)
and to update the Risk Register on a periodic basis. The
register identifies all known risks, including those that are key
to EROAD’s strategy and business priorities. The Risk Register
records risks by impact, probability, and trending, and records
the controls for those risks. Risk mitigation for high-risk projects
must be addressed from inception and be supervised by the
appropriate executive team members. The executive team
reviews the Risk Register in setting EROAD’s strategy
and budgets.
The Finance, Risk and Audit Committee periodically reviews
the Risk Appetite, the Risk Register and other relevant aspects
of the risk management framework. In addition, a review is
undertaken, with the external auditors and management, of the
policies and procedures in relation to material business risks.
The Finance, Risk and Audit Committee, in conjunction with
management, reports to the Board on the effectiveness
of EROAD’s management of our material business risks
and whether the risk management framework is operating
effectively in all material respects.
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022110111
RISK APPETITE
During FY22 the EROAD Board and Executive continued to rely on the Risk Appetite to provide guidance to, and monitoring of
employees, contractors, and suppliers. EROAD’s risk appetite sets out the amount and type of risk that EROAD is willing to accept to
meet our strategic objectives and create value for our customers and stakeholders. EROAD is strategically focused and risk aware, but
is not a risk-averse organisation. Risks are taken in alignment with EROAD’s purpose and in accordance with EROAD’s values. EROAD
has no appetite for risks that do not align with these.
EROAD has five key risk categories and adopts a different risk appetite for each identifiable risk within these categories. The five risk
categories are:
• Growth & Strategy
• Financial
• Expectations
• People
• Regulatory & Governance
Although the Coretex Integration Programme falls within the scope of the Growth & Strategy category, it was incorporated as a
separate cross-cutting theme in the monthly appetite reporting over the latter half of FY22.
A summary of EROAD’s risk appetite is set out below.
Risk Appetite Level
Growth And
StrategyFinancial
Customer
ExpectationsPeople
Regulatory and
Governance
Very high
High
• Strategic risk
•
Partnerships and
acquisitions
• Growth
constraints
• Innovation• Capability
•
Learning /
knowledge
Medium
• Regulatory
environment
Low
• Strategic
execution
• Working capital
• Cost of Capital
• Shareholder
liquidity
•
Global Supply
chain and
inven
tory
• Customer
interactions
• Product deliv
ery
• Key roles, single
point of failure
Very low
• IT and cyber
security
• Quality and
resilienc
e
•
Privacy
•
Governance risk
No appetite
• Banking
covenants
• Product
compliance
• Health and Safety
• Purpose and
values
• Legal & regulatory risk
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.
During FY23 EROAD plans to review and revise the Risk Appetite Statement (RAS), giving particular attention to addressing distinct
regional and product-specific requirements, recalibrating performance measures, and enabling operational integration of corrective
actions that are identified.
FY23 goal: Review and revise EROAD’s Risk Appetite Statement to incorporate regional and product-specific matters.
INSURANCE
EROAD has insurance policies in place covering areas where risk
to our assets and business can be insured at a reasonable cost.
HEALTH AND SAFETY RISK MANAGEMENT
The Board considers ensuring safety and wellbeing at EROAD
to be one of our core roles. Our specific responsibilities are set
out in the Board Charter. The Board is committed to ensuring
that safety and wellbeing is a top priority for EROAD and is
embedded into every aspect of EROAD’s business. EROAD’s
Safety and Wellbeing Policy is a management policy that
provides for the oversight and management of health and safety
risks on behalf of the Board.
EROAD’s Safety and Wellbeing Management Framework
outlines safety and wellbeing activities at EROAD and articulates
safety and wellbeing responsibilities for the Board, the executive
team and the people performing work for EROAD. The
framework requires objectives and key results to be established
and incorporated into business planning processes to enable
the Safety and Wellbeing Policy’s intent and related strategies
and procedures to be achieved. The framework also requires the
safety and wellbeing strategy to be reviewed every three years
to ensure alignment with EROAD’s values, the overall business
strategy and the safety and wellbeing vision.
At each Board meeting, members of the Board are provided
with a safety and wellbeing report summarising EROAD’s
risk profile and management actions, the current safety and
wellbeing focus, lead and lag indicators and updates from the
Safety and Wellbeing staff committee. In the year ended 31
March 2022, there have been no notifiable events to report to
WorkSafe NZ.
PRINCIPLE 7 – AUDITORS
Oversight of the Company’s external audit arrangements to
safeguard the integrity of financial reporting is the responsibility
of the Finance, Risk and Audit Committee. The External Auditor
Independence Policy ensures that audit independence is
maintained, both in fact and appearance. It covers:
• the selection and appointment process for the external auditor;
• rotation of external audit partners;
• policy to ensure external auditors’ independence;
• provision of non-audit services; and
•
reporting to the Financ
e, Risk and Audit Committee.
The policy is available at the Investor website page.
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 their
findings to the Board and shareholders of the Company.
EROAD’s external auditor is Aaron Woolsey from KPMG.
Aaron became the engagement partner in 2020 following the
completion of the audit for the 2020 financial year. Mr Woolsey
has provided an independence attestation to the Board. He will
attend the annual shareholder’s meeting to answer questions
from shareholders in relation to audits.
EROAD does not have an internal audit function. The Finance,
Risk & Audit Committee pays particular attention to matters
raised by the Company’s auditor. It also requires the Executive
Team to report periodically on areas identified as most sensitive
to risk together with recommendations for improvements
and changes to internal controls. Through the steps outlined
under the Risk Management section, the Board ensures
EROAD is reviewing, evaluating and continually improving the
effectiveness of our risk management framework.
The Chief Financial Officer has a direct line of communication
with the Chair of the Finance, Audit and Risk Committee and the
external auditor.
EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022112113
PRINCIPLE 8 – SHAREHOLDER RIGHTS
AND INTERESTS
EROAD recognises the importance of providing our
shareholders and the broader investment community with
access to up to date, high-quality information to enable them
to: monitor the Company’s performance; participate in decisions
required to be put to owners; and provide avenues for two-
way communication between the Company, the Board and
shareholders. The Shareholder Communication Policy sets out
how EROAD engages with shareholders and other stakeholders
to provide them with written communications, electronic
communications and access to the Board, management and
auditors. It is one of the corporate governance policies included
at the Investor website page.
EROAD’s website is an important information portal and is
kept up to date with relevant information, including copies of
shareholder reports, presentations and market announcements.
Releases and reports are published to the website once they
have been provided to and publicly released to both the NZX
and ASX. The website also contains Board and management
profiles together with information on EROAD’s history, awards
and a library of product information.
Shareholders can easily communicate with EROAD, including
by way of email to the address investors@eroad.com.
EROAD’s major communications with shareholders during
the financial year include our annual and half-year results,
Annual Report, Sustainability Report and the annual meeting of
shareholders. The Annual Report is available in electronic and
hard-copy formats. Shareholders have the option to receive
communications from EROAD electronically.
Shareholders have the right to vote on major decisions as
required by the NZX Listing Rules.
The Notice of Meeting is sent to shareholders and published on
EROAD’s website at least 20 working days prior to the annual
shareholders’ meeting each year.
The Board notes the recommendation in the NZX Corporate
Governance Code that boards of issuers are responsible for
considering the interests of all existing financial product holders
when assessing their capital raising options. When practical,
issuers should favour capital raising methods that provide
existing equity security holders with an opportunity to avoid
dilution by participating in the offer. Recommendation 8.4
states that shares should first be offered pro rata, and on no
less favourable terms, to existing shareholders before further
equity securities are offered to other investors. In July 2021
EROAD conducted a NZ$64.4m placement and a NZ$20m
share purchase plan to partially fund the acquisition of Coretex
Limited. EROAD did not comply with Recommendation 8.4.
EROAD’s Board opted for a Placement scheme and Share
Purchase Plan. The Board was focused on ensuring that all
shareholders, where possible, received at least a pro rata
allocation of shares. In order to ensure as many shareholders
as possible maintained their proportionate shareholding, the
Board increased the size of the Share Purchase Plan offer per
participant to NZD $32,000 (AUD $30,000) and accepted
additional applications through the plan.
FY23 goal: Engage an independent expert to report on investor
sentiment to ensure the Board is able to monitor current and
emerging perceptions.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022114115
REMUNERATION
REPORT
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022116117
REMUNERATION
REPORT
REPORT FROM REMUNERATION, TALENT
AND NOMINATION COMMITTEE CHAIRMAN
The appointment of a Chief Executive is arguably the most
important job any Board undertakes. It is important that
succession is actively planned for, and the Board, including
Steven, began a global search in late 2021 for a new Chief
Executive (CEO), to allow Steven to step back from the day-
to-day responsibility of leading the company. EROAD has
transformed significantly over its 14-year history. With Steven’s
resignation in early April the Board have had to reconsider
the skillset a new Chief Executive Officer needed to bring to
EROAD. The Board was extremely pleased to recently announce
the appointment of Mark Heine as EROAD’s Chief Executive
Officer. Given Mark’s deep knowledge of the business, team
building skills, and understanding of the company’s strategy he
emerged as the stand-out candidate. As Acting Chief Executive
Officer Mark has empowered the team and won the respect of
all. EROAD’s Board has been impressed by Mark’s leadership
and commercial skills and since his appointment as interim
Chief Executive Officer in early April he has breathed fresh air
into EROAD. His in-depth knowledge of the business will be
invaluable as we complete the integration of Coretex. EROAD
has also commenced its search for a permanent Chief Financial
Officer (CFO). The skill set we are looking for anticipates a more
internationally focused business. Over the past few months,
EROAD and Coretex have been focused on integrating teams in
New Zealand, North America and Australia. Our intention is to
ensure we keep the best elements of both companies to create
a unique and engaged culture for the new EROAD. Although
lockdowns in all of our markets has made integration of teams
challenging at times, across the business we have seen our
people respond with agility, resilience and dedication to a very
different working environment that was modified at pace to stay
ahead. This was a significant accomplishment in a difficult year.
REVIEW OF REMUNERATION STRUCTURE
Fixed remuneration is reviewed, but not necessarily increased,
on an annual basis. This review was undertaken as usual during
the year and took place in May 2021. Key considerations for
FY22 were to test, firstly, the principles behind where fixed
remuneration is pitched against market averages and, secondly,
whether any adjustments to variable “at risk” remuneration
were appropriate. EROAD has operations in New Zealand, North
America and Australia and sees the global market as the base
from which it recruits. The company has been listed since 2014,
generated 35% of its FY22 revenue from the North American
market and increased substantially in size with the Coretex
acquisition. Remuneration therefore needs to be based at an
appropriate level that reflects EROAD’s international operations
and growing recruitment needs.
Any remuneration increases for executives are approved by the
Board. A review was undertaken during the year by the RTNC
and took into account the market conditions relating to EROAD
and, for each position, the level of responsibility assigned to the
role, and each executive’s individual performance.
As EROAD continues to build on its successful global growth
path, the RTNC will continue to review regularly the structure
and components of remuneration packages to ensure the best
people are attracted to and retained by the company.
FY22 FIXED REMUNERATION
The RTNC has monitored market remuneration movements in
FY22. Its view is that EROAD’s executive remuneration is in line
with market benchmarks for similar roles. Salary negotiations
with permanent appointments for these roles will be undertaken
with the remuneration packages reflecting the skills and
attributes the successful candidates bring to the role.
Fixed remuneration across the company increased by an
average of 7.3%. Senior executive remuneration increased by an
average of 3.3%.
FY22 SHORT-TERM INCENTIVE
PLAN OUTCOMES
The performance and outcomes are reflected in cash payments
made to executives in May and November of each year. The
payout for the Short Term Incentive Plan (STI) for the first half
of FY22 averaged 57.4% of target opportunity (note, target
opportunity is a % of an employee’s total fixed remuneration).
The possible range was 0% - 150% payout of target opportunity.
The board has determined that there will be no payout for the
second half of the year.
LONG TERM INCENTIVE PLANS OUTCOMES
EROAD had two equity grant schemes operative during
the year.
EROAD’s FY18 and FY19 Total Shareholder Return (TSR) plans
required EROAD to exceed the median TSR of the NZX50 Group
over a defined period. The FY18 LTI plan period was 1 April
2017 to 28 May 2021 (when EROAD announced its FY21 annual
results) and the FY19 LTI plan period was 1 April 2018 to 28
May 2021. For the FY18 LTI plan, EROAD’s TSR performance for
the period saw it achieve a 165.5% return, placing it fifth in the
NZX 50. EROAD’s TSR performance for the FY19 LTI plan saw it
achieve a 44.9% return and a ranking above the median. In FY22
the Board approved the vesting of shares to participants for
both tranches.
Under the FY20 Long Term Incentive (LTI) plan, performance
share rights (PSRs) were issued (for nil consideration) to
participants. The award is linked to growth in EROAD’s total
contracted units (TCUs) between 1 April 2019 and 31 March
2022. The PSRs convert to shares (for nil consideration) if
targets are met. The scheme expired at the end of the financial
year. EROAD’s performance for the period saw it achieve growth
in contracted units above the scheme’s targets. The 100%
threshold target of 206,563 units was exceeded by an additional
574 units. The Board approved the vesting of 101% of the
performance share rights to the participants.
DIRECTOR REMUNERATION
At the 2021 annual shareholder meeting, shareholders approved
an increase in the annual non-executive director remuneration
pool from $500,000 to $850,000. No further increase is
proposed to be sought until the 2024 annual meeting.
SAY ON PAY VOTE
A change to the Australian Corporations Act (Cth) 2001 in 2011
introduced a Say on Pay regime which requires companies
listed on the ASX to include a non-binding resolution enabling
shareholders to vote on the adoption of a company’s annual
remuneration report. The Corporations Act Say on Pay regime
includes a ‘two-strike’ rule. The two-strike rule provides that if
at least 25% of the votes cast on the resolution to adopt the
remuneration report at two consecutive annual shareholders’
meetings are against adopting the remuneration report,
shareholders will have the opportunity to vote on a “spill
resolution” at the second annual shareholders’ meeting. In these
circumstances the spill resolution will be put to shareholders
at the second annual shareholders’ meeting as a contingent
resolution which will only be voted on if the remuneration report
is not adopted at the second annual shareholders’ meeting. The
spill resolution will ask shareholders to vote on whether the
company must hold another shareholders’ meeting to consider
spilling the board (known as a “spill meeting”). If the spill
resolution is approved by a simple majority of 50% or more of
the eligible votes cast, the spill meeting must be held within 90
days. At the spill meeting, those individuals who were directors
when the remuneration report was considered at the most
recent annual shareholders’ meeting will be required to stand
for re-election (other than the managing director, should the
company have one).
As a New Zealand registered company, EROAD is not required
to comply with the Corporations Act. However, the Board
has determined that as it seeks to continually improve its
governance in accordance with evolving international best
practice, it should adopt the Australian Say on Pay regime and
offer shareholders the opportunity to vote on its Remuneration
Report and to call a spill meeting in accordance with that
regime. At the 2022 Annual Shareholders’ Meeting a resolution
to adopt the Remuneration Report for the year ended 31 March
2022 will be put to shareholders. The outcome of the vote will
be non-binding.
APPROACH TO REPORTING
We have taken a different approach to reporting on
remuneration in this Annual Report in the interests of providing
shareholders with greater transparency regarding EROAD’s
remuneration practices. You will see we have expanded the
disclosure beyond what has previously been published. The
report will continue to evolve, and we will continue to focus
on ensuring it is fit for purpose by clearly explaining EROAD’s
remuneration practices. We welcome your feedback.
Tony Gibson
Chairman, RTNC
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022118119
FIVE YEAR METRICS
EROAD METRICS
Mar 22Mar 21Mar 20Mar 19Mar 18
Contracted units208,697 126,203116,48896,39077,600
Annualised monthly recurring revenue$134.6m $88.4m $84.0m $66.5m n/a
Revenue $114.9m$91.6m $81.2m $61.4m $43.8m
Free cash flow$(120.3)m$5.3m $(12.8)m $(13.0)m $(18.6)m
MARKET METRICS
NZX / NZ$Mar 22Mar 21Mar 20Mar 19Mar 18
Period end closing share price $4.38 $4.45 $2.00 $2.68 $3.83
EROAD total shareholder return-1.6% 122.5% -25.4% -30.0% 80.7%
S&PNZX50G return -3.6% 28.2% -0.5% 18.3% 15.6%
ASX / AU$*
Period end closing share price $4.14$4.06N /AN /AN /A
EROAD total shareholder return2.0%N /AN /AN /AN /A
S&P/ASX200 return10.4%33.8%-17.9%7. 3 %-1.8%
*EROAD listed on ASX on 21 September 2020.
DIRECTORS AND
SENIOR EXECUTIVES
This report focuses on the remuneration of EROAD’s directors, CEO and CFO in FY22.
PositionCountry of residence
Period position was held
during FY22
Executive
Steven NewmanManaging Director and Chief ExecutiveNew ZealandFull year
Alex BallChief Financial OfficerNew ZealandFull year
Non-executive directors
Graham Stuart
Chairman, Independent DirectorNew ZealandFull year
Barry EinsigIndependent DirectorUnited States Full year
Tony GibsonIndependent DirectorNew ZealandFull year
Susan Paterson
Independent DirectorNew ZealandFull year
Selwyn PellettExecutive DirectorNew ZealandAppointed 30 November 2021
Appointments and resignations that occurred after balance date are:
• Sara Gifford was appointed as a director on 1 April 2022. Ms Gifford resides in Boston in the United States. The Board has determined that
Ms Gifford is an independent director for the purposes of the NZX Listing Rules.
• Steven Newman resigned as director and CEO on 8 April 2022. Mark Heine was appointed Acting Chief Executive Officer on 8 April and as
the new Chief Executive Officer of EROAD on 21 June 2022.
• Alex Ball gave his resigned notice as CFO on 17 February 2022 with effect from 13 May 2022. Margaret Warrington was appointed Acting
CFO from 13 May 2022 until a new CFO is appointed.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022120121
REMUNERATION
GOVERNANCE
The RTNC has responsibility
for overseeing remuneration
and organisational matters
at EROAD, including making
recommendations to the
board regarding company-
wide remuneration, benefits
and policies, together
with overseeing the senior
management team’s
performance objectives,
remuneration packages,
succession planning and
manager development
programmes. Fundamental to
the senior management team’s
achievement of success is strong
alignment to the Company’s
purpose and values.
ROLE OF THE RTNC
The RTNC has a charter that sets out its objectives and purpose.
Broadly these relate to
• director appointments and reappointments;
• remuneration and benefits; and
• performance, development and succession planning.
The RTNC oversees the overall human resources strategy and
its implementation. It also oversees remuneration policies and
practices relating to independent remuneration consultants
being engaged, director remuneration and senior management
remuneration and financial and other reporting as it relates
to remuneration.
The RTNC is responsible for overseeing director selection,
appointment, reappointment and succession together with
Board Committee memberships. This involves determining the
competencies required, the skills, experience and capabilities
currently represented on the Board and those that would
benefit the board by being introduced. The RTNC also has
responsibility for induction of new directors and overseeing
the ongoing training and upskilling of existing directors and
senior management.
The RTNC leads the process for the appointment of the CEO,
setting his or her terms of employment, monitoring performance
against key performance indicators and, where necessary,
terminating his or her employment. Similar responsibility sits
with the RTNC for any of the CEO’s direct reports in relation
to material changes to the terms of employment, and where
necessary, termination.
The Committee periodically reviews its objectives and activities.
Any changes in the duties and responsibilities of the Committee
or the terms of its Charter are made as a recommendation to
the Board. No changes were made during the year.
The RTNC has no decision-making powers except where
expressly provided by the Board.
COMMITTEE MEMBERSHIP
AND INDEPENDENCE
The members of the RTNC are Tony Gibson (Committee Chair),
Graham Stuart (Board Chair), Susan Paterson (FRAC Chair),
Barry Einsig and Selwyn Pellett (Executive director). Sara
Gifford was appointed to the RTNC on joining the Board in
April 2022.
The RTNC composition is consistent with the Charter
requirements which are that there shall be: at least three
members; the Chair shall be an Independent Director; and a
majority of members shall be Independent Directors.
The secretary to the RTNC is EROAD’s Chief People Officer.
EXTERNAL AND INDEPENDENT ADVICE
During the year the RTNC took independent advice from
Strategic Pay. Aon provided advice to EROAD regarding
remuneration for its employees. Haigh & Company assisted with
a refresh of EROAD’s remuneration policies for staff, including
executive employees.
NO DEALING OR
PROTECTION ARRANGEMENTS
EROAD has a Securities Trading Policy that applies to Directors,
employees, contractors and advisers in relation to the
Company’s quoted securities. In addition to the Policy these
parties are prohibited from entering into any arrangement that
is intended to hedge or otherwise protect the economic risk of
restricted securities. Once vested, all securities are subject to the
Policy rules.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022122123
REMUNERATION STRATEGY
AND PRINCIPLES
EROAD’S PURPOSE AND VALUES
EROAD’s purpose is simple – safer and more sustainable roads. We develop technology solutions to manage vehicle fleets, support
regulatory compliance, improve driver safety, reduce costs of operating a fleet of vehicles and assets, monitoring refrigerated fleets
and providing services to construction and waste fleets. Our regulatory compliance and telematics software solutions are sold to heavy
and light vehicle fleets in New Zealand, North America and Australia.
EROAD’s updated values reflect our commitment to delivering the best outcomes for EROAD, our team, our customers, shareholders
and wider stakeholders.
We do what’s right
(Our people/customers)
We put customers at the heart of what we do.
We look after our people and put their safety & wellbeing first.
We focus on delivering quality outcomes.
We play as a team
(Teamwork/belonging)
We all play for the same team and that includes our customers and partners.
We value & respect diverse opinions and we work together to overcome challenges.
We embrace our differences and celebrate what makes us unique.
We learn & grow
(Mindset/innovation)
We listen to learn.
We own & learn from mistakes, choosing to hold a growth mindset.
We believe that curiosity fuels successful innovation.
We get it done
(Delivery/accountability)
We do what we say we will.
We prioritise to deliver the most important outcomes.
We take ownership and work together to get to a solution.
An essential component of EROAD’s remuneration strategy is that the conduct of staff at all levels aligns with the Company’s values.
This includes behaviour and leadership which is ethical, and not to the detriment of customers, shareholders, our community, other
employees or EROAD. In a situation where it is deemed that the achievement of objectives has not been aligned with the culture and
values of EROAD, or an executive is not leading their teams as required by EROAD, their leadership and values multiplier will be less
than 100%. The STI payment is at the discretion of the Board. Receipt of an STI is not guaranteed even where performance criteria has
been met.
REMUNERATION KEY PRINCIPLES
EROAD seeks to attract and retain high-performing people who deliver the Company’s vision and strategies in accordance with its
values. The remuneration framework is designed to attract, motivate and retain top tier talent through a structure that:
• aligns with EROAD’s strategic and annual business objectives and EROAD values;
• balances competitive pay with affordability;
• provides flexibility to reward individuals for outstanding contribution;
• helps attract, motivate and retain directors and executives who contribute to EROAD’s business outcomes;
• ensures there is a direct link between performance and pay;
• rewards performance, based on results achieved as well as demonstrated behaviours and competencies;
• rewards achievement of strategic objectives and shareholder value creation; and
• is transparent, consistent, easy to understand and simple to administer.
Plan typeBase salarySale incentive planShort-term incentive (STI)Long-term incentive (LTI)
Overview
Market pay based on role
and effectiveness
Payment linked to sales
achievement
6 monthly plan
To drive key outcomes linked
to annual strategy
Encourages and rewards
right behaviours near term
3 year plan
Ensuring company growth
strategy is set and delivered
Encouraging long-term value
adding actions and retention
EligibilityAll employeesSales team
Exec team + key senior
positions
Exec team + key senior
positions
EROAD is a technology company that operates globally. It requires highly skilled, specialist executives and staff to deliver on the
company’s strategy and ensure strong long-term performance. The recruitment, retention, motivation and reward of our people is
fundamental to our long-term success.
EROAD’s Remuneration Policy is directly linked to the Company’s financial performance, the creation of shareholder wealth, the
delivery of strategic objectives and executive behaviour.
The remuneration framework has been specifically developed to incorporate three elements: fixed remuneration; short term incentives
and a long-term equity plan.
The proportion of the value of equity within the remuneration structure is intentionally relatively high. This is to ensure we attract
skilled and experienced people whose total remuneration is aligned with the interests of shareholders and growth in shareholder value
over the longer term.
The Group’s Remuneration Policy is to set fixed remuneration at the median level of a comparator group of companies but with
upper-quartile total potential rewards for outstanding performance and proven capability. For senior leadership team roles, a peer
group of companies is developed to set pay ranges based on the location where the role is based that have sales revenue and market
capitalisation. This approach provides a sound basis for delivering a non-discriminatory pay structure, providing equal pay for equal
work value, for all Group employees.
Each year, the RTNC conducts a review of EROAD’s remuneration policy to determine that it delivers a remuneration structure and
levels which are consistent with the policy principles. The remuneration framework is applied to all salaried employees. Its banding
structure ensures roles are mapped into specific bands that equalise roles with broadly equivalent work value, recognising that
remuneration rates differ geographically. Pay ranges for each band are determined under the same framework globally and are then
based on the local market rates for the roles falling within each band.
Corporate and personal short-term incentive objectives are agreed with staff and reviewed at the half year. Senior executive team
objectives are reviewed and approved by the RTNC. It also reviews progress against the objectives following the release of the results
for the first six months of the financial year and again at year end, prior to the completion of the annual audit. The annual review
considers Group, business unit and individual executive performance.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022124125
A long-term incentive plan based on performance shares, an
incentive-based form of equity compensation, is provided to
executives if certain pre-agreed benchmarks are met. The plan is
aligned with EROAD’s strategy and ensures a focus on execution
and long-term value creation. The incentive performance
conditions are set out in the rules of the Performance Share
Rights Plan.
MINIMUM SHAREHOLDING REQUIREMENTS
The EROAD Board encourages but does not require senior
leadership team members or directors to hold shares in the Company.
VARIATION OF TERMS
The Board may from time to time vary any term of a Participant’s
participation in the Plan, with the agreement of the Participant.
RIGHTS ISSUE, BONUS ISSUE,
RECONSTRUCTION, TAKEOVER
The PSR Plan rules provide that on an event such as a rights
issue, bonus issue, reconstruction or takeover being undertaken
between the Issue Date and the Vesting Date, the Board will make
such adjustments or alterations to the terms of the Plan as in its
reasonable opinion is appropriate, after having considered the
effect of the issue on Plan participants in good faith to ensure
that, so far as is reasonably possible, no benefit is conferred on a
participant that is not conferred on shareholders of the Company
(and vice versa), as a result of the occurrence of the issue.
RISK ADJUSTMENT
Incentivising for management of risks and an understanding of
appropriate risk-taking practices also underpins the remuneration
principles and framework. This approach is demonstrated in
several ways:
•
The RTNC has discr
etion to adjust the level of At Risk
Remuneration for STI awards based on the financial or share
price performance of the Company and the behaviours exhibited
by individual senior leadership team members, including their
adherence to the Company’s Code of Conduct, shared values
and risk appetite.
•
The RTNC may, at its discretion, reduce the amount of a
senior leadership team member’s STI award (regardless of
the achievement of corporate or personal objectives) where
his or her performance or behaviour during the year has been
assessed as not warranting all or part of an incentive payment to
which he or she may otherwise be entitled.
•
The RTNC
’s discretion can be used to increase or decrease
vesting outcomes, which includes reducing vesting to zero. The
RTNC adopted a principles-based approach to non-financial risk,
with a framework which provides guidelines as to the types of
events that may warrant an adjustment and guidance on what
should be considered by the Committee. Advice is provided
to the RTNC by the Chair of the Finance, Risk and Audit
Committee, the Chief People Officer and the EVP
General Counsel and Company Secretary when deciding
whether to e
xercise its discretion to adjust any year end
remuneration outcomes.
• The Board retains the sole discretion to issue some or all of
the shares relating to the PSRs to an employee following their
cessation of employment with EROAD.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022126127
EXECUTIVE REMUNERATION
FRAMEWORK
The RTNC is responsible for reviewing the remuneration of
EROAD’s senior employees in consultation with EROAD’s CEO.
The Board is responsible for approving remuneration of the
senior employees on the recommendation of the RTNC.
EROAD’s remuneration policy for members of the executive
team and other senior staff, including the CEO, provides the
opportunity for them to receive, where performance merits,
a total remuneration package made up of two components.
Fixed Remuneration is not directly linked to performance. The
At Risk Remuneration component is variable and directly linked
to EROAD’s financial performance and the delivery of corporate
and personal objectives.
This structure is subject to the discretion of the RTNC and
the Board and is reviewed periodically to determine if changes
are required.
CEO AND CFO EMPLOYMENT CONDITIONS
The CEO and CFO are both employed on an ongoing basis.
The CEO and CFO are paid a base salary that is subject to
annual review. EROAD makes Kiwisaver contributions. The
employee may choose to receive benefits including health
insurance as a deduction against their salary. The employee will
be considered for participation in any STI plans and LTI plans
offered by the Board.
REMUNERATION STRUCTURE
The following diagram summarises the remuneration structure for the senior leadership team for the 2022 financial year.
DescriptionLink to strategy and performance
Fixed remuneration
• Base salary
• Benefits: Kiwisaver, health insurance
• Reviewed, but not necessarily increased, annually. Based on individual
skills, experience, accountabilities, performance, leadership and
behaviours.
• Takes into account the market conditions relating to EROAD and the
position, the level of responsibility assigned to the employee and the
employee’s performance.
•
Executives and the CE
O must participate in periodic performance
reviews measuring their achievement against operational and strategic
objectives. The results of the performance review forms the basis of
any remuneration review.
STI award
At risk
• “At risk” award set as a % of base
salary
•
Performance reviewed for six
monthly periods commencing 1 April
and 1 October each year
• 100% Group performance against
shared team goals
•
40%: Performanc
e against
financial metrics
•
60%: Achievement of strategic
program targets from the annual
plan
•
A maximum % of Total Fixed
Remuneration is set for the CEO and
for the Executive Team
•
Designed to motiva
te , encourage and reward right behaviours
near-term, typically in that financial year.
•
Crea
tes alignment between shareholder value creation and employee
reward.
•
Targe
t value of an STI payment is set annually, usually as a percentage
of the executive’s base salary.
•
Financial metrics and strategic program targets set by the RTNC.
•
Includes behavioural multiplier t
o ensure alignment between EROAD’s
values and ethics with outcomes.
•
The STI pa
yment is at the discretion of the Board. Entitlement is not
guaranteed even where performance criteria have been met.
LTI award
At risk
•
“At risk” a
ward set as a % of base
salary
•
Performanc
e Share Rights-based
•
New employ
ees / promotions may
be invited to participate
•
Vesting subjec
t, amongst other
things, to continued employment,
providing a time-based incentive to
participants
•
Align long-term re
wards with the creation of shareholder value.
•
Focus on achievement of multi-year targets and deliverables.
• Ensure consis
tent, sustained performance over the longer term.
•
Maintain consistency between the Plan and the Company’s planning
horizon.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022128129
SHORT-TERM INCENTIVES
The STI program is designed to link specific annual performance targets with the opportunity to earn cash incentives based on a
percentage of fixed base salary. It creates alignment between shareholder value creation and employee reward.
The STI plan is based on 6-month periods (commencing 1 April and 1 October each year), aligned to investor cycles and outcomes. The
STI amount payable is based on group performance against shared team goals.
The FY22 remuneration review process resulted in the CEO earning a payment of $46,058 for the first half. The CFO earned a payment
of $38,798. The payments were made in December 2021.
The CEO and CFO did not receive STI payments in the second half of the year as the financial and non-financial metrics for H2 FY22
have not been met.
ElementDetails
Purpose Rewards achievement of Board-set KPIs.
Target opportunity 32% of total fixed remuneration (TFR) for CEO. Up to 30% of TFR for CFO and senior executives.
Maximum opportunity Up to 150% of target.
Performance period 6-month periods commencing 1 April and 1 October each year.
Financial objectives
40%: EROAD’s performance against the metrics of EBITDA, the ratio of gross margin to sales and the ratio of
working capital to sales.
Non-financial objectives
60%: Achievement of strategic program targets from the annual plan Performance under the CEO’s objectives
and key results for the year. Each objective has a specific target and stretch level of performance, as described
under the “Short-term Incentives” section above.
Objectives set Following completion of financial year budgets.
Performance evaluation
The CEO reviews executive performance and makes a payment recommendation to the RTNC. In relation to the
CEO’s performance, the RTNC makes a recommendation to the Board. H1 FY22 performance was reviewed and
outcomes determined in November 2022. H2 FY22 outcomes have been determined in May 2022.
STI payment
Payment is made six monthly on determination of the STI payment by the RTNC for the CEO and by the CEO for
the CFO and senior executives. Payments are subject to approval by the Board and at its sole discretion.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022130131
FINANCIAL AND
NON-FINANCIAL OBJECTIVES
STI FINANCIAL COMPONENT AND STI NON-FINANCIAL COMPONENT
The outcomes for achievement of STI metrics for FY22 are as follows. At the May 2022 Board meeting, the Board determined that the
financial and non-financial objectives for H2 FY22 have not been met, and as a result the Board decided that there would be no STI
payout for the second half of FY22.
Final Calculation of STI Payout
Metric Achievement Pay-out Weighting Total
H1
FY22
Financial*79.3%68.5%40%27.4%
Non-financial- general**71%
0% This metric requires
a minimum performance
achievement of 75% to
pay out
30% 0%
Non-financial completion of acquisition 100% 100% 30% 30%
Total STI payout H1 FY22 57. 4 %
H2
FY22
Financial* 19%
0% This metric requires
a minimum combined
performance achievement of
75% to pay out
40% 0%
Non-financial - general** 30% 60% 0%
Total STI pay-out H2 FY220%
*Financial metric includes EBITDA, Customer Lifetime Value and Free cashflow performance measures.
**Non-financial metric includes strategic initiatives, future-focussed development and operational excellence performance measures.
LONG-TERM INCENTIVES
The purpose of the long-term incentive (LTI) plan is to attract, motivate, retain and reward executive employees who can influence the
performance and strategic direction of EROAD.
The Board retains discretion over the terms of a participant’s participation in the plan (with the agreement of the participant) or to
amend the plan rules or grant if it considers the interests of participants are not materially affected.
ElementDetails
Purpose
To align long-term rewards with the creation of shareholder value; focus employees on the achievement of
multi-year targets and deliverables; retain key talent; ensure consistent, sustained performance over the longer
term; and maintain consistency between the Plan and the Company’s planning horizon.
Vesting date 31 March 2022 for FY20 Performance Share Rights Plan.
Minimum opportunity
The minimum Units on Depot at the Vesting Date for the share rights to become eligible share rights is required
to be 46,416.
Maximum opportunity
There is no maximum award. The formula for the calculation of the eligible share rights % where the Units on
Depot exceeds 110,172 at the Vesting date is ((Units added – 110,173) x 2)/1000) + 100%.
Mechanism
Performance share rights (PSRs) issued for nil consideration to participants. PSRs convert to shares for nil
consideration if targets are met. PSRs do not attract dividends or other distributions and cannot vote. On
exercise, each PSR converts to one fully paid ordinary EROAD Limited share ranking equally with all other
EROAD Limited ordinary shares.
Performance period Three-year period commencing 1 April 2019.
Performance metric Growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March 2022.
Metric achievement evaluation Performance against objectives reviewed by KPMG under an agreed upon procedures basis.
Cessation of employment Involuntary: Proportionate qualification. Board discretion may be exercised.
Rights issue, bonus issue,
reconstruction, takeover
Entitlements will be adjusted so as not to prejudice participants’ entitlements. The Board has broad discretion to
determine the appropriate treatment of vested and unvested PSRs on a change of control.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022132133
LTI OUTCOMES FOR FY22
Growth in contracted units was above the scheme’s targets at the expiry of the plan. The 100% threshold target of 206,563 units was
exceeded by an additional 574 units. Vesting of 101% of the performance share rights to the participants was approved by the Board.
CEOCFO
Shares vested in FY22 for FY18 and FY19 plans 93,996 -
Shares to be vested in FY23 in total for PSR plan 121,200 100,145
FY18 AND 19 LTI PLANS
Prior to 30 September 2019, eligible employees who were invited to purchase EROAD shares under the EROAD LTI plan, participated
in a way that was based on the purchase of the shares being funded by a loan granted to those employees by EROAD Limited. At the
end of the vesting period the participants were paid a net cash bonus in relation to the shares that were to vest to the employee, equal
to the amount of their loan outstanding to the Company, enabling the loan to be repaid. Shares issued under the scheme were held in
trust for the employees during a three-year restrictive period. Those employees who ceased to be an employee during the restrictive
period had their shares repurchased at the original issue price. For the shares to vest, the Company’s Total Shareholder Return (TSR)
needed to exceed the median TSR of the group of companies comprising the NZX50 over a stated assessment period. A progressive
vesting scale applied for performance between 50th and 75th percentiles, and 100% vesting applied if the company’s performance was
equal to or above the 75th percentile of the NZX50 group. The performance conditions were determined by the RTNC and approved
by the board.
The assessment period for the FY18 and FY19 schemes ended on 1 April 2021.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022134135
CFO REMUNERATION
Fixed
Remuneration
Performance Based Remuneration Total
Total Cash
Remuneration
STI
LT I
Granted
LTI Vested
Total
Remuneration
Total
Remuneration
Earned
FY21$398,509 $78,618-FY20 plan vested May 2022**$477,407$477,407
FY22$410,606$410,606* - $477,487$477,487
*Performance under the STI is assessed on a 6-monthly basis and payment is based on the performance achieved.There is no STI payment for H2 FY22 as the financial
and non-financial metrics have not been met.
** As with the CEO, the CFO’s FY20 LTI entitlement is a three year plan which vested in May 2022.
CEO AND CFO SHAREHOLDINGS
Ordinary shares
Balance at
1 April 2021
FY18 and
FY19 LTI shares vested
LTI PSRs SPP
Balance at
31 March 2022
Steven Newman
(includes NMC
Trustees Limited’s
relevant interest)
12,941,513 93,996*
121,2000 (less 47,268 shares
deducted for PAYE liability)
13,680,870
Alex Ball 10,064
100,145 (less 39, 057 shares
deducted for PAYE liability)
2,150 12,214
*The LTI shares were issued on 5 August 2021. Some 23,327 shares were forfeited.
CEO AND CFO
REMUNERATION OUTCOMES
CEO REMUNERATION
The CEO’s remuneration is made up of three components: fixed remuneration, STI and LTI as follows:
Fixed
Remuneration
Performance Based
Remuneration
Total
STI*
Total Cash
Remuneration
LTI**LTI Plan Status
Total
Remuneration
Total
Remuneration
Paid
FY18$555,859 $116,760 $672,619 $150,000** 100% – vested in FY22 $822,619 $672,619
FY19 $567,120 - $567,120 $90,739**
50% – vested in FY22, other
50% forfeited
$657,859.20 $567,120
FY20$590,000 $96,288$686,288$351,480**** 101% – vested in FY22$ 1 ,0 37,76 8$686,288
FY21$603,043 $133,902 $736,945 - same plan as above $736,945 $736,945
FY22$677,618 $115,819 $793,438 - same plan as above $793,438$793,438
*Prior to FY20, performance under the STI plan was assessed following the end of each financial year and payment was based on the performance achieved. E.g. FY19
STI payment was based on performance in FY19 and was paid out in FY20. From FY20, performance under the STI plan is assessed on a 6-monthly basis and payment is
based on the performance achieved. E.g. the FY21 STI payment was based on performance in H1 FY21 that was paid out in FY21, and on performance in H2 FY21 that was
paid out in FY22.
**The LTI shares were granted during FY19 under both the FY18 LTI plan to the value of $150,000 and the FY19 LTI Plan to the value of $181,478. These plans vested in May
2021 and vested at 100% for the FY18 LTI Plan and 50% for the FY19 LTI Plan.
***Under the FY20 LTI plan, performance share rights to the value of $350,495.05 were granted to Mr Newman under a three-year plan in FY20. This plan vested in May
2022 at 101%.
EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022136137
DIRECTORS’ REMUNERATION
The RTNC is responsible for establishing and monitoring remuneration policies and guidelines for directors which enable EROAD to
attract, motivate and retain the high calibre of directors who will contribute to the successful governing of EROAD and create value for
shareholders. External independent remuneration consultants at PWC provide advice in relation to remuneration for EROAD’s directors.
When determining the fees for non-executive directors and Chairs of the Board and our committees, the Board considers the fee levels
for comparable listed companies in New Zealand, Australia and United States. Shareholders approved an increase in the total director
fee pool to $850,000 at EROAD’s 2021 annual meeting. Under the company Remuneration Policy, no retirement payments are made to
directors or executive employees for their service.
Annual fees payable for FY22 to non-executive directors are as follows:
Country of residence Chair Director*
Finance, Risk and Audit
Committee Chair**
Remuneration, Talent and
Nomination Committee Chair**
New Zealand (NZ$) 150,000 95,000 15,000 12,000
Australia (AU$)95,000
United States (US$)96,000
*EROAD’s Remuneration Policy allows for additional payments to be made to directors for specific projects they are involved in.
**EROAD does not pay committee members additional fees for their roles on such committees.
EROAD does not intend to increase the base fees for directors over the next two years without shareholder approval.
A special annual pool is reserved to provide flexibility for the remuneration of non-executive directors who assume additional
responsibilities throughout the year, such as attending ad hoc Board committees or performing additional services for EROAD. This
pool is capped at 10% of the total remuneration pool available for use for directors’ fees. As the current total remuneration pool is
$850,000, no more than $85,000 will be reserved for the special annual fee pool. No special fees were paid in FY22.
Non-executive directors received the following directors’ fees from EROAD in the year ended 31 March 2022. All fees are in NZD unless
otherwise indicated:
Base fee Fee for Finance,
Risk and Audit
Committee Chair
Fee for Remuneration,
Nomination and Talent
Committee Chair
Total remuneration received
for FY22
Graham Stuart $150,000
(Board Chairman)
- - $150,000
Barry Einsig
USD$96,000--USD $96,000
Anthony Gibson
$95,000-$12,000$107,000
Susan Paterson
$95,000$15,000-$110,000
Selwyn Pellett*
$67,275**--$67,275**
* Appointed 30 November 2021
** Selwyn Pellett is an executive director who received remuneration of $67,275 under his consultancy agreement.
Directors do not take a portion of their remuneration under a share plan. Ownership of EROAD shares by Directors is encouraged
rather than being a requirement. When Directors are acquiring shares they are encouraged to buy on-market. Their ownership interests
are disclosed in the “Directors’ Shareholdings” section of this report.
Non-executive directors are entitled to be reimbursed for reasonable costs directly associated with attending the Board meetings.
Steven Newman and Selwyn Pellett, in their capacity as executive directors, do not receive remuneration as a director of EROAD.
No EROAD director or employee receives or retains any remuneration or other benefits in their capacity as a director of that subsidiary.
EMPLOYEE REMUNERATION
EROAD and our subsidiaries have employees in New Zealand, the United States and Australia. Remuneration market levels differ
between the three countries. The overseas remuneration amounts are converted into New Zealand dollars. Of the 222 employees, not
being directors of EROAD and our subsidiaries, noted in the table below who received remuneration and other benefits that exceed
NZ$100,000 in value, 51 (23%) are employed by EROAD in the United States of America and 12 (5%) in Australia:
NZ$ TotalNZ$ Total
100,000 – 110,00049270,000-280,0001
110,001 – 120,00036280,000-290,0000
120,001 – 130,00021290,000-300,0002
130,001 – 140,00020300,000-310,0001
140,001 – 150,00022310,000-330,0002
150,001 – 160,00015330,000-340,0003
160,001 – 170,00012340,000-350,0000
170,001 – 180,00013340,000-350,0000
180,001 – 190,0004360,000-390,0000
190,001 – 200,0002390,000-400,0001
200,001 – 210,0003400,000-490,0002
210,001 – 220,0005490,000-500,0000
220,001 – 230,0000500,000-560,0001
230,001 – 240,0002560,000-570,0000
240,001 – 250,0000570,001-600,0001
250,001 – 260,0002
260,001-270,0002TOTAL222
EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022138139
REGULATORY
DISCLOSURES
EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022140141
DIRECTORS
The persons who held office as directors of EROAD Limited at
any time during the year ended 31 March 2022, are as follows:
Graham StuartChairman Non-Executive, Independent
Steven Newman
Chief Executive Officer, Executive
Director
Anthony GibsonNon-Executive, Independent
Susan PatersonNon-Executive, Independent
Barry EinsigNon-Executive, Independent
Selwyn PelletttExecutive Director
SUBSIDIARY COMPANY DIRECTORS
The persons who held office as directors of subsidiary
companies at 31 March 2022 are as follows:
EROAD Financial Services
Limited (New Zealand)
Anthony Gibson
EROAD (Australia) Pty Limited
(Australia)
David Worth, Steven Newman
EROAD Inc. (USA)Mark Heine, Alex Ball
EROAD LTI Trustee Limited Anthony Gibson
REGULATORY
DISCLOSURES
INTERESTS REGISTER
In accordance with Section 140(2) of the Companies Act, the
directors named below have made a general disclosure of
interest by a general notice disclosed to the Board and entered
in the Company’s interests register. General notices given by
directors which remain current as at 31 March 2022 are as
follows:
Graham Stuart
Director Tower Limited
Director and ShareholderLeroy Holdings Limited
DirectorVinPro Limited
Director
Northwest Healthcare Properties
Management Limited
DirectorMetro Performance Glass Limited
DirectorH4G Limited
Consultant
FTP Solutions Pty Limited (Western
Australia)
Anthony Gibson
ChairNorth Tugz Limited
Director and ShareholderAMG Consulting Limited
DirectorMarsden Maritime Holdings Limited
Steven Newman
DirectorNMC Trustees Limited
Susan Paterson
DirectorArvida Group Limited
DirectorLes Mills Holdings Limited
Director (Chair)Steel & Tube Holdings Limited
Director (Chair) Theta Systems Limited
DirectorReserve Bank of New Zealand
DirectorLodestone Energy
Barry Einsig
Senior ManagerEconolite
PrincipalCAVita LLC
Selwyn Pellett
Director and shareholderStorm Distribution Limited
Director and shareholderSwaytech Limited
ShareholderContex Engineers Limited
Director and shareholder Streamline Business NZ Limited
Director and shareholderStreamline Business Group Limited
Director and shareholderAIGA Limited
ShareholderXSOL Limited
Director and shareholderReyburn Investments Limited
Director and shareholderKTX Limited
The following details included in the Company’s interests
register as at 31 March 2021 have been removed as at 31
March 2022:
• Anthony Gibson is no longer the Chief Executive Officer of Ports
of Auckland.
• Anthony Gibson is no longer a Director of Seafuels Limited,
Waikato Freight Hub Limited, Nexus Logistics Limited and
Conlixx Limited.
• Susan Paterson is no longer a Director of Goodman (NZ) Limited
and associated entities, Electricity Authority, GMT Wholesale
Bond Issue Limited and GMT Bond Issuer LTD.
SHARE DEALINGS BY DIRECTORS
In accordance with Section 148(2) of the Companies Act, the
Board has received disclosures from the directors named
below of acquisitions or dispositions of relevant interests in the
Company between 1 April 2021 and 31 March 2022, and details
of those dealings were entered in the Company’s interests
register. The particulars of such disclosures are:
Steven Newman and NMC Trustees Limited
•
1) Acquired 93,996 ordinary shares for nil consideration on 5
July 2021.
• 2) Acquired 571,429 ordinary shares at $5.58 per share on 5
August 2021.
Susan Paterson
• 1) Acquired 3,741 ordinary shares at $5.58 per share on 5
August 2021.
Graham Stuart
• 1)Acquired 5,734 ordinary shares at $5.58 per share on 5
August 2021.
• 2) Acquired 11,446 ordinary shares at $4.90 per share on 15
December 2021.
Anthony Gibson
•
1) Acquired 35,843 ordinary shares at $5.58 per share on 5
August 2021
USE OF COMPANY INFORMATION
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors that would not otherwise have been
available to them.
DIRECTORS’ AND OFFICERS’ INSURANCE
AND INDEMNITY
EROAD has arranged, as provided for under the Company’s
constitution, policies of directors’ and officers’ liability insurance
which, with a Deed of Indemnity entered into with all directors,
ensures that generally directors will incur no monetary loss as
a result of actions undertaken by them as directors. Certain
actions are specifically excluded, for example, the incurring of
penalties and fines that may be imposed in respect of breaches
of the law.
DIRECTORS’ RELEVANT INTERESTS
The following directors held relevant interests in the following
ordinary shares in the Company as at 31 March 2022:
NameOrdinary shares
Steven Newman (and NMC Trustees)13,680,870
Graham Stuart70,000
Anthony Gibson616,662
Susan Paterson 16,561
Selwyn Pellett1,835,806
ANNUAL SHAREHOLDERS’ MEETING
EROAD’s 2022 annual shareholders’ meeting will be held at
Eden Park on Thursday 28 July 2022.
EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022142143
DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS
Holding Range Number of holders%
Number of
ordinary shares
%
1 to 9991,84840.01749,2380.68
1,000 to 4,9991 ,77438.485,073,0913.58
5,000 to 9,99946310.043,105,0262.81
10,000 to 49,9994038.748,185,9137. 4 2
50,000 to 99,999541.173,773,6813.42
100,000 and over681.4890,578,20782.09
Total4,610100110,338,787100
The details set out above were as at 31 March 2022.
The Company only has one class of shares on issue, ordinary shares, and these shares are quoted on the NZX and ASX Main Boards.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given under the Financial Markets Conduct Act 2013, the substantial product holders in ordinary shares (being the
only class of quoted voting products) of the Company and their relevant interests according to the substantial product holder file as at
31 March 2022, were as follows:
Substantial product holderDate of NoticeNumber of shares% of shares on issue
at 31 March 2022
NMC Trustees Limited*05/08/202113,512,94212.25
FNZ Custodians Limited 7,324,5036.64
National Nominees Limited - NZCSD 7,145,8586.48
Citicorp Nominees Pty Limited6,815,9126.18
HSBC Custody Nominees (Australia) Limited6,680,3726.05
National Nominees Limited** 18/03/20225,718,883 5.18
*On 05 July 2021, Steven Newman gave ongoing disclosure for the acquisition of 93,996 ordinary shares pursuant to EROAD’s Long Term Incentive Plan. Legal title to the
shares was transferred to Steven Newman by EROAD LTI Trustee Limited by an off-market transfer on 5 July 2021 for nil consideration. The remaining 23,327 shares held
on trust by EROAD LTI Trustee Limited in which Steven Newman holds a beneficial interest in are forfeited under the terms of the plan.
On 5 August 2021, Steven Newman gave ongoing disclosure for the acquisition of 571,429 ordinary shares under the placement. On 15 July 2021, EROAD announced the
completion of a conditional placement of fully paid ordinary shares in EROAD (“Placement Shares”), at an issue price of NZ$5.58 / A$5.25 per Placement Share, to partly
fund the acquisition of 100% of Coretex Limited. The issuance of the Placement Shares was approved at a special meeting of EROAD shareholders on 30 July 2021. NMC
Trustees Limited as trustee of the NMC Investment Trust subscribed for 571,429 Placement Shares. Such Placement Shares were allotted to NMC Trustees Limited as
trustee of the NMC Investment Trust on the date of this notice.
**On 18 March 2022, National Nominees Limited ACF Australian Ethical Investment Limited gave ongoing disclosure for the acquisition of 1,239,458 ordinary shares.
On 24 December 2021, Commonwealth Bank of Australia gave ongoing disclosure for the acquisition of 1,211,213 ordinary shares.
On 7 December 2021, Mitsubishi UFJ Financial Group Inc., First Sentier Investors (Australia) IM Ltd, First Sentier Investors Realindex Pty Ltd gave ongoing disclosure for
the acquisition of 855,172 ordinary shares.
On 3 December 2021, Colonial First State Investments Limited gave ongoing disclosure for the acquisition of 813,556.
On 3 December 2021, Jarden Securities Limited gave ongoing disclosure for ceasing to be a substantial product holder.
On 2 December 2021, Allianz SE as ultimate parent company gave ongoing disclosure for ceasing to be a substantial product holder.
The total number of ordinary shares (being the only class of quoted voting products) on issue in the Company as at 31 March 2022
was 110,338,787.
SHAREHOLDER
INFORMATION
PRINCIPAL SHAREHOLDERS
The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2022 were:
Holder NameShares%
NMC Trustees Limited13,512,94212.25
FNZ Custodians Limited7,324,5036.64
National Nominees Limited – NZCSD7,145,8586.48
Citicorp Nominees Pty Limited6,815,9126.18
HSBC Custody Nominees (Australia) Limited6,680,3726.05
National Nominees Limited5,718,8835.18
Accident Compensation Corporation - NZCSD2,715,0202.46
J E & A L Marris Trustees Limited2,081,9611.18
BNP Paribas Nominees (NZ) Limited – NZCSD2,010,3921.82
New Zealand Depository Nominee Limited1,963,7701.78
BNP Paribas Nominees (NZ) Limited – NZCSD1,839,5631.78
Selwyn Pellett & Tracey Herman1,835,7971.66
MOVAC Fund 4 Custodial limited1,704,9961.55
BNP Paribas Nominees (NZ) Limited – NZCSD1,664,3711.51
TEA Custodians (Milford) Limited1,629,8541.48
HSBC Nominees (New Zealand) Limited – NZCSD1,545,5111.40
Milford Private Equity II LP1,509,5181.37
BNP Paribas Noms Pty1,399,1481.27
Custodial Services Limited1,317,5991.19
Citibank Nominees (New Zealand) Limited - NZCSD1,275,3881.16
EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022144145
NZX WAIVERS
In relation to the acquisition of Coretex Limited, EROAD was
granted waivers in respect of NZX Listing Rules 4.2.2 and 4.19.1
on 14 July 2022. A copy of the waivers is available on EROAD’s
NZX Announcement page.
DISCIPLINARY ACTION TAKEN BY
THE NZX
The NZX has not taken any disciplinary action against the
Company during the year ended 31 March 2022.
AUDITOR’S FEES
KPMG has continued to act as auditor of EROAD and our
subsidiaries. The amount payable by EROAD and our
subsidiaries to KPMG as audit fees during the year ended 31
March 2022 was $0.6m The amount of fees payable to KPMG for
non-audit work during the year ended 31 March 2021 was $0.4m
Note 4 in the Financial Statements section of this Annual Report
includes a detailed breakdown of auditor’s fees for audit and
non-audit work.
DONATIONS
EROAD does not make any political donations. We did make
donations to WHO Foundation, Red Cross Ukraine and our
subsidiaries made donations totalling $39,041 during the year
ended 31 March 2022.
CREDIT RATING
EROAD does not currently have a credit rating.
OTHER
INFORMATION
DIRECTORY
REGISTERED OFFICE
IN NEW ZEALAND
REGISTERED OFFICE
IN NORTH AMERICA
REGISTERED OFFICE
IN AUSTRALIA
Level 3 260 Oteha Valley Road,
Albany, Auckland, New Zealand
7618 SW Mohawk Street
Tualatin, OR 97062 USA
Level 36, Tower 2 Collins Square
727 Collins Street Docklands, VIC
3008 Australia
INVESTOR RELATIONS
AND SUSTAINABILITY
ENQUIRES
MANAGING YOUR
SHAREHOLDING ONLINE
SHARE REGISTER -
NEW ZEALAND
Address: EROAD Limited, PO Box
305 394 Triton Plaza
North Shore, Auckland
Email: investors@eroad.com
Telephone: 0800 437 623
Changes in address and investment
portfolios can be viewed and updated
online: www.computershare.co.nz/
investorcentre.
You will need your CSN and FIN
numbers to access this service.
Computershare Investments Services
Limited Private Bag 92119, Victoria
Street West Auckland 1142,
New Zealand
Email: enquiry@computershare.co.nz
Telephone: +64 9 488 8777
Website: www.computershare.co.nz/
investorcentre
LEGAL ADVISORS BANKERS
Chapman Tripp Level 34 Commercial
Bay Auckland 1010
PO Box 2206, Auckland 1140
Telephone: +64 9 357 9000
Bank of New Zealand
China Construction Bank
National Australian Bank
Wells Fargo
EROAD Annual Report 2022 | GLOSSARYGLOSSARY | EROAD Annual Report 2022146147
GLOSSARY
ANNUALISED MONTHLY RECURRING
REVENUE (AMRR)
A non-GAAP measure representing monthly Recurring Revenue
for the last month of the period, multiplied by 12. It provides a 12
month forward view of revenue, assuming unit numbers, pricing
and foreign exchange remain unchanged during the year.
ASSET RETENTION RATE
The number of Total Contracted Units at the beginning of the 12
month period and retained as Total Contracted Units at the end
of the 12 month period, as a percentage of Total Contracted Units
at the beginning of the 12 month period.
COSTS TO ACQUIRE CUSTOMERS (CAC)
A non-GAAP measure of costs to acquire customers. Total CAC
represents all sales & marketing related costs. CAC capitalised
includes incremental sales commissions for new sales, upgrades
and renewals which are capitalised and amortised over the life
of the contract. All other CAC related costs are expensed when
incurred and included within CAC expensed.
COSTS TO SERVICE & SUPPORT (CTS)
A non-GAAP measure of costs to support and service customers.
Total CTS represents all customer success and product support
costs. These costs are included in Administrative and other
Operating Expenses reported in Note 4 Expenses of the FY22
Financial Statements.
CY
12 months ended 31 December.
EBITDA
A non-GAAP measure representing Earnings before Interest,
Taxation, Depreciation and Amortisation (EBITDA). Refer
Consolidated Statement of Comprehensive Income in
Financial Statements.
EBITDA MARGIN
A non-GAAP measure representing EBITDA divided
by Revenue.
EHUBO, EHUBO2 and EHUBO 2.2
EROAD’s first and second generation electronic distance recorder
which replaces mechanical hubo-dometers. Ehubo is a trade
mark registered in New Zealand, Australia and the United States.
ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with a vehicle engine to
automatically record driving time and hours of service records.
ENTERPRISE
A fleet of more than 500 vehicles in North America and more
than 150 vehicles in Australia or New Zealand.
FREE CASH FLOW
A non-GAAP measure representing operating cash flow and
investing cash flow reported in the Statement of Cash Flows.
FUTURE CONTRACTED INCOME (FCI)
A non-GAAP measure which represents contracted Software as
a Service (SaaS) income to be recognised as revenue in future
periods. Refer Revenue Note 3 of the FY22 Financial Statements.
FY
Financial year ended 31 March.
H1
For the six months ended 30 September.
H2
For the six months ended 31 March.
MONTHLY SAAS AVERAGE REVENUE
PER UNIT (ARPU)
A non-GAAP measure that is calculated by dividing the total
SaaS revenue for the year reported in Note 2 of the FY22
Financial Statements, by the TCU balance at the end of each
month during the year.
NORMALISED EBITDA
Excludes one-off items including transaction and integration
costs ($7.6m), COVID-19 grant in H1 FY21 ($1.6m) and acquisition
revenue ($1.3m).
NORMALISED EBITDA MARGIN
Excludes one-off items including transaction and integration
costs ($7.6m), COVID-19 grant in H1 FY21 ($1.6m) and acquisition
revenue ($1.3m).
NORMALISED REVENUE
excludes the one-off COVID-19 grant in H1 FY21.
ROAD USER CHARGES (RUC)
In New Zealand, RUC is applicable to Heavy Vehicles and all
vehicles powered by a fuel not taxed at source. The charges
are paid into a fund called the National Land Transport Fund,
which is controlled by NZTA, and go towards the cost of
repairing the roads.
SAAS
Software as a Service, a method of software delivery in which
software is accessed online via a subscription rather than bought
and installed on individual computers.
SAAS REVENUE
Software as a service (SaaS) revenue represents revenue earned
from customer contracts for the sale or rental of hardware,
installation services and provision of software services.
TOTAL CONTRACTED UNITS
Represents EROAD branded units subject to a customer contract
both on Depot and pending instalment and Coretex branded
units currently billed
UNIT
A communication device fitted in-cab or on a trailer. Where there
is more than one unit fitted in-cab or on a trailer, it is counted as
one unit (excluding Philips Connect).
EROAD Annual Report 2022 | REGULATORY DISCLOSURES148
---
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1
FREE 0800 4-EROAD Auckland, New Zealand eroad.co.nz
EROAD releases FY22 Annual Report and Sustainability Report 27 June 2022
Transportation technology services company EROAD (NZX/ASX: ERD), with its purpose of safer and
more sustainable roads, is pleased to today release its FY22 Annual Report and Sustainability
Report.
EROAD is extremely proud to be releasing its Inaugural Sustainability Report. Sustainability and
sustainability reporting is a journey, and it i s one which EROAD encourages its customers and partners to
join EROAD on. EROAD’s FY22 Sustainability Report
represents a major step, as does the work with Toitu
in reporting our baseline carbon emissions. EROAD will publish targets to measure, report and drive
further improvements in its sustainability efforts in future years.
The Board is conscious of its obligations to provide transparency to stakeholders and this year EROAD has
elected to voluntarily comply with the Australian say on pay regime by publishing a comprehensive
remuneration report in the FY22 Annual Report and putting a vote for adoption at the same time at the
FY22 Annual Shareholders Meeting.
Ends
Authorised for release to the NZX and ASX by Mark Heine, Chief Executive Officer.
Investor enquires please contact:
Anna Bonney
Investor Relations
anna@merlinconsulting.co.nz
For Media enquiries please contact:
Hamish Haldane
ANZ Marketing Director
hamish.haldane@eroad.com
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.