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Green Cross Health Limited 2022 Annual Report / NOM

Annual Report27 June 2022GXHHealthcare

Annual Report
20222022

nurses
415

medical centres

53

enrolled patients

329,000

58

287

345

pharmacies

1. 9

million

loyalty members

clients

36,000

support workers

2,800

home visits

each year

million

3.8

clinical staff including nurses,

occupational therapists & physiotherapists

158

Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand

communities. We are passionate about supporting healthier communities through our network of

pharmacies, medical centres and community health services.

Who we are

408

doctors

Annual Report 2022 |
03

04 Financial summary

06 Company report

08 Company report – Pharmacy division

12 Company report – Medical division

14 Company report – Community Health division

18 Directors’ declaration

19 Independent auditor’s report

23 Group financial statements

28 Notes to the consolidated financial statements

52 Group entities

56 Board of directors

59 Corporate governance

68 Other annual report disclosures

73 Shareholder information

75 Company directory

Contents

04
| GREEN CROSS HEALTH

Financial summary

So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the

financial statements and notes further on in this report.

2022

($’000)

2021

($’000)

We generate revenue from three sources

Pharmacy retail and dispensary services 367,113 316,838

Community Health services192,242171,411

Medical services 110,972 82,153

Our costs to operate are primarily

Wages and salaries 328,020 277,293

Costs of products sold 210,164 188,007

Other costs (marketing, governance, communications etc) 53,589 45,558

Lease expense, depreciation and amortisation 25,458 25,605

Impairment 841 242

After all income and expenses, we earned

Profit before tax 48,045 28,926

Tax expense(14,292) (7,890)

Profit after tax 33,753 21,036

Non-controlling interest(9,192)(4,284)

Profit after tax attributable to the Parent shareholders 24,561 16,752

$0m

$5m

$10m

$15m

$20m

$25m

2022202120202019

Prot after tax

(attributable to shareholders)

-$45m

-$30m

-$15m

$0m

$15m

$30m

2022202120202019

Net cash / (debt)

represents cash and cash equivalents less borrowings

Annual Report 2022 |
05

2022

($’000)

2021

($’000)

What happened to the profit and where did the cash go?

We started the year with a bank balance of 37,302 33,899

Our profit after tax (and after adjusting for non-cash items) was*46,57526,148

We bought and sold various businesses(22,480)(8,230)

We bought fixed assets(4,090)(4,971)

We repaid bank borrowings(653)(32,100)

We made investments and provided loans(2,122) -

We paid dividends to our shareholders(4,314) -

We paid dividends to our minority partners(2,035)(1,475)

Our working capital (decreased) / increased by(3,029)24,031

We ended the year with a bank balance of 45,154 37,302

As at 31 March

2022

($’000)

2021

($’000)

So what is the equity book value

We have total assets of 408,775 364,883

We have total liabilities of(234,819) (215,236)

So our equity book value is 173,956 149,647

Which represents a net asset value for each share of (cents) 121.52 104.54


$0m

$50m

$100m

$150m

$200m

2022202120202019

Net assets

0

1

2

3

4

5

6

7

2022202120202019

Dividends per share (cents)

based on dividends declared during the year

*Includes repayment of lease principal and interest expense of $21.6m (2021: $19.7m) under NZ IFRS 16.

Financial summary

06
| GREEN CROSS HEALTH

Green Cross Health is pleased to report Net Profit After Tax

Attributable to Shareholders of $24.6 million, which was ahead of the

prior year by 47% and included an increase in performance across all

three divisions, as well as in-year acquisition activity.

Company report

As essential services, all three divisions remained open providing services to New Zealand communities

throughout the various COVID-19 alert levels. Whilst supporting New Zealand’s COVID-19 response, all

divisions continued implementing their organic growth strategies, contributing to improved profit margins

year-on-year. Diversification of the portfolio has progressed, with the Medical and Community Health divisions

growing in scale and now representing just under half of group revenue. Inorganic growth was also achieved

during the year, with the addition of five pharmacies and eight medical centres.

Annual Report 2022 |
07

Results summary

• Operating Revenue up 18% to $670.3m

• Operating Profit (EBIT) up 54% to $54.1m

1

• Net Profit After Tax Attributable to Shareholders up 47% to $24.6m

1

• Pharmacy Operating Revenue up 16% and Operating Profit up $11.7m to

$35.9m

• Medical Operating Revenue up 35% and Operating Profit up $6.6m to $16.0m

• Community Health Operating Revenue up 12% and Operating Profit up $1.9m

to $5.6m

• Over $20m invested in growth including eight medical centre acquisitions, one

medical centre greenfield and five pharmacy acquisitions

• Internal promotions of Alison Van Wyk (COO), Androulla Kotrotsos

(GM Community Health) and appointment of Wayne Woolrich (GM Medical)

• $21m Net Cash position – 3.5 cps dividend declared

1

After deducting one-off costs of $1.4m associated with the process to acquire Tamaki Health, which Green

Cross Health and its consortium partner withdrew from in November 2021.

$0m

$10m

$20m

$30m

$40m

$50m

$60m

2022202120202019

Group operating prot

before interest and tax

$0m

$100m

$200m

$300m

$400m

$500m

$600m

$700m

2022202120202019

Group operating revenue

Company report

08
| GREEN CROSS HEALTH

Pharmacy division

Unichem and Life Pharmacy

Pharmacy Revenue for the period saw an increase of

16% to $367m with Operating Profit lifting $11.7m

to $35.9m, driven by further growth in dispensary

activity and earnings from COVID-19 vaccinations

and other services. Throughout the year our network

of 345 pharmacies played a key role in supporting

communities – providing essential services,

supporting the COVID-19 vaccination programme

and continuing to innovate and bring new healthcare

solutions.

Even with the return to three-monthly dispensing

(rather than monthly dispensing Pharmac put in

place for much of the prior year given COVID-19

related challenges), total script volumes increased

2% year-on-year. The Green Cross Health pharmacy

network dispensed over 30 million scripts during the

period, representing almost 40% of New Zealand’s

volumes.

Retail sales were consistent year-on-year, with

metro areas most challenged by further COVID-19

restrictions and businesses working from home.

A differentiated product focus resulted in 20% of

retail sales now being sourced via strategic supplier

partnerships. In line with the strategy of retail

innovation, new services were launched in the year

including Ingeneous DNA testing and Phillips’ sleep

apnoea, enhancing our ability to connect with our

customers on health solutions.

Living Rewards loyalty membership grew by 81,000

to 1.89m members through targeted acquisition

campaigns and differentiated offers to loyalty

customers, who spend 62% more on average

than non-loyalty members. The Company has

contracted the installation of a new loyalty system

in FY23, which will allow for enhanced customer

segmentation and relevant personalised offers.

Tight control of labour and occupancy costs

continued through the period with a number of

leases successfully renegotiated. The ongoing review

and optimisation of the store portfolio is a strategic

priority. During the year the division acquired

two pharmacies in Whakatane, two pharmacies

in Katikati and one in Onehunga. Investments

included a 25% holding in PillDrop, ensuring Green

Cross Health stays close to the increased demand

for digital services and the changing needs of

customers.

The Pharmacy digital booking system has been

enhanced to support ease of customer access to

instore services and online fulfilment capability has

been scaled to support a 51% increase in online

demand. The division announced a partnership with

ASX listed MedAdvisor to roll out digital solutions to

customers across the pharmacy network to support

an omni-channel experience. In FY22, 450 staff

completed year one of the specialised Green Cross

1.9

million

loyalty members

345

stores

The benefit of our nationwide presence and

scale was demonstrated with Green Cross Health

pharmacies representing 51% of all New Zealand

pharmacies providing COVID-19 vaccinations.

Even with the disruption of COVID-19, operational

improvement initiatives continued with initial script

numbers up 6%, retail sales consistent year-on-year

and Living Rewards loyalty programme membership

increasing to 1.89m members. The Pharmacy Division

lifted profit by 49% to $35.9m.

Annual Report 2022 |
09

Company report – Pharmacy division

Health retail apprenticeship programme, with year

two of the programme now underway.

The value of the pharmacy workforce was highly

visible throughout the pandemic response. Green

Cross Health urges the Government to support the

enhanced role community pharmacy has played

and to address workforce sustainability and cost

pressure recovery. With the health reforms underway,

Green Cross Health calls on the Government to

remove the medicines co-payment tax for vulnerable

and marginalised communities as it is a significant

barrier to equity of access.

Highlights

• Pharmacy Revenue increased 16% to $367.1m

• Operating Profit for the period up 49% to $35.9m

• Acquisition of five new pharmacies in Whakatane, Katikati and Onehunga

• Initial script numbers up 6%

• Living Rewards loyalty programme membership increased to 1.89m members

• Green Cross Health pharmacies represented 51% of all New Zealand pharmacies providing COVID-19 vaccinations.

Company report – Pharmacy division

10
| GREEN CROSS HEALTH

$0m

$5m

$10m

$15m

$20m

$25m

$30m

$35m

$40m

2022202120202019

Pharmacy operating prot

before interest and tax

$0m

$50m

$100m

$150m

$200m

$250m

$300m

$350m

$400m

2022202120202019

Pharmacy operating revenue

Future focus

• Develop additional exclusive and strategic brand

partnerships to deliver a differentiated retail offering

• Install a new loyalty system to support enhanced

customer segmentation and engagement

• Deploy digital technology to ensure care and advice is

accessible to our customers in multiple channels

• Manage costs, ensuring labour and occupancy costs are

right-sized by store

• Advocate for workforce sustainability, cost pressure

support and equity of access for our most vulnerable

communities.

Pharmacy division

Annual Report 2022 |
11

12
| GREEN CROSS HEALTH

The Medical division continued its year-on-year

growth, with the portfolio growing to 53 medical

centres following the acquisition of eight medical

centres and one greenfield development. The division

played a key role in COVID-19 vaccinations and

testing, while implementing operational improvement

initiatives, which combined saw Operating Profit

increase 71% to $16.0m.

Medical division

The Doctors

15%

increase in

enrolled patients


to 329,000

53

medical centres

Medical achieved year-on-year growth in revenue and profitability, through COVID-19

testing, vaccinations and other COVID-19 care opportunities, plus investing to drive

growth both organically and through acquisitions. Medical Operating Revenue grew

35% to $111.0m, with Operating Profit up 71% to $16.0m.

Nationwide footprint increased by eight to 53 medical centres through a high level

of acquisition activity and one greenfield development. Two centres were added

in each of Auckland, Wellington, Christchurch and Queenstown. The Doctors

Greenlane was opened in April 2021 and is already exceeding expectations.

Enrolled patients for Medical as at 31 March 2022 totalled 329,000, an increase of

44,000 (+15%) since 31 March 2021.

COVID-19 created additional clinical and administrative demands, which put further

pressure on practices and healthcare staff. Practices were required to respond

to relentless change and added demands, while continuing to run day-to-day

operations and provide high-quality care to patients. As community transmission

spread, isolation requirements and positive cases also impacted Medical’s

workforce for extended periods.

The division offered phone, virtual and in-person consultations to ensure seamless

patient care throughout the pandemic. The introduction of COVID-19 vaccinations

to general practice, the transition from PCR swabbing to rapid antigen testing, and

caring for COVID-19 positive patients within their home was a huge focus for the

clinical teams.

Operationally, COVID-19 had an adverse impact on both acute and routine care

presentations. The demand for swabbing activity was high and in some practices

more than offset the decline in patient presentation revenue. A new ‘Covid Care’

telehealth service was implemented by the centralised virtual HouseCall team within

a short space of time, relieving some of the pressure on the division’s network.

Closed borders and immigration restrictions placed further pressure on workforce

and the development of our own internal recruitment function has been effective in

managing clinical recruitment. Procurement gains have been achieved in the areas

of IT and recruitment and this remains a focus as we leverage our scale to reduce

costs and improve service provision. Strengthening relationships with health funders

has seen positive outcomes and remains a priority as we move forward.

The Medical strategy is to grow organically and through acquisitions. With

increased scale, there should be opportunities to strengthen relationships with

funders and become more cost efficient while maintaining high performing clinical

teams. The Government’s health reforms are moving into implementation which is

an opportunity to work more closely with Health New Zealand, the Māori Health

Authority and locality partners to improve how care is delivered more equitably to

communities across New Zealand.

Annual Report 2022 |
13

$0m

$5m

$10m

$15m

$20m

2022202120202019

Medical operating prot

before interest and tax

$0m

$20m

$40m

$60m

$80m

$100m

$120m

2022202120202019

Medical operating revenue

Company report – Medical division

Future focus

• Network and patient number growth through targeted acquisitions and

organic revenue growth

• Continue to build The Doctors brand

• Deploy technology to increase efficiency and enhance delivery of high-

quality patient care and experience

• Additional operational improvement and clinical development

• Work closely with Health New Zealand, the Māori Health Authority and

locality partners.

Highlights

• Medical division Operating Profit up 71% to $16.0m

• Enrolled patients grew from 285,000 to 329,000

• Ownership of 53 medical centres following acquisition of eight medical

practices, with The Doctors now having New Zealand’s largest general

practice enrolled patient base

• Completion of The Doctors Greenlane greenfield development in Auckland.

14
| GREEN CROSS HEALTH

The Community Health division has again

improved returns, with a focus on the higher

clinical needs segment delivering both

revenue and profit growth. Our strategy to lift

operational efficiency through maximising the

use of technology to reduce costs, while also

improving client experience, has supported

margin improvements.

The Community Health team of 3,000 front-line and support staff delivered care

to vulnerable communities during the various stages of the COVID-19 pandemic,

ensuring clients were able to stay safely in their own homes.

The year was impacted by significant workforce shortages due to illness or contact

isolation requirements, which led to a transitioning of care models to ensure clients

with COVID-19 continued to receive services. Despite the headwinds, the division

delivered year-on-year revenue growth of 12% to $192.2m, and Operating Profit

(EBIT) growth of 51% to $5.6m. Despite the improved financial performance,

Operating Profit margin remains low at 2.9%.

The strategy to increase share in higher clinical care needs segments has been

successful, seeing a 13% growth in this segment over the previous year. With a

workforce constrained by COVID-19 vaccine mandates and border closures, the

division successfully leveraged digital tools to provide enhanced telehealth services

and improved rostering.

Investment in people and technology has provided operational efficiencies via

automation and system improvements. Rollout of the client portal continued with

a 61% increase in users year-on-year. Upskilling of team members has been

driven via internal training programmes, including online competency development

and assessment. In year, there was positive staff engagement from the newly

introduced staff development programme Whakatipu Tāngata, which was

nominated as a finalist in the New Zealand HR awards.

A health equity focus has seen the division weave te reo Māori and tikanga Māori

into operations and strategy. This year saw the launch of Tā Tātou Rautaki (our

strategy) that supports kaupapa and te ara whakamua (pathway forward).

The Company expects the transition to Health New Zealand and the Māori Health

Authority will allow for a consistent approach nationally, with a localities-based

approach to meet regional needs and support equity of access. The COVID-19

pandemic response has again highlighted the value of the Home and Community

sector to the Government; a sector that needs to see improved funding to counter

escalating wage costs and to safeguard the sustainability of the valuable services

provided.

Community Health division

Access Community Health and Total Care Health

36,000

clients

3.8

million

home visits

Annual Report 2022 |
15

16
| GREEN CROSS HEALTH

Community Health division

(continued)

Highlights

• Revenue up 12% to $192.2m

• Operating Profit increased $1.9m to $5.6m

• 3.8 million client visits in FY22

• Revenue growth in higher clinical care of 13%

• A finalist in the 2022 New Zealand HR Awards.

Future focus

• Continued focus on higher clinical care needs segment, including

regional expansion of Total Care Health services

• Systems enhancement to support greater efficiency and

improved information for decision making

• Use of digital technology to support operational efficiencies and

client experience

• Ongoing advocacy for sector sustainability.

$0m

$1m

$2m

$3m

$4m

$5m

$6m

2022202120202019

Community Health operating prot

before interest and tax

$0m

$50m

$100m

$150m

$200m

2022202120202019

Community Health operating revenue

Annual Report 2022 |
17

Green Cross Health Future focus

Whist acknowledging there is still some COVID-19 uncertainty ahead, the Board is pleased with how the Company

has responded to the pandemic, noting the significant investment and tremendous effort that has gone into the past

year’s performance whilst performing a critical primary healthcare role for the community.

Green Cross Health is committed to meeting patient and customer expectations, providing to all New Zealanders

accessible, quality primary healthcare. As part of this commitment, the Company is seeking opportunities to work

more closely with Health New Zealand, the Māori Health Authority and locality partners to improve how care is

delivered more equitability to communities.

The Board has declared a final FY22 dividend of 3.5 cents per share. The expectation is for FY23 to return to pre

COVID-19 profitability levels, adjusted for acquisitions.

Thank you to our team

As an essential service, we remained open throughout all COVID-19 alert levels to deliver vital primary healthcare.

We also played a lead role in protecting our communities by adapting and scaling up to deliver essential services

over a time of extreme uncertainty across New Zealand. Every member of the Green Cross Health team played their

part, and their efforts are widely appreciated not just here at Green Cross Health, but by New Zealand communities

nationwide.

Company report

18
| GREEN CROSS HEALTH

For the year ended 31 March 2022

In the opinion of the Directors of Green Cross Health Limited, the financial

statements and notes, on pages 23 to 50:

• Comply with New Zealand generally accepted accounting practice and give

a true and fair view of the financial position of the Green Cross Health Limited

Group as at 31 March 2022 and the results of its operations and cash flows

for the year ended on that date.

• Have been prepared using appropriate accounting policies, which have

consistently applied and supported by reasonable judgements and estimates.

The Directors believe that proper accounting records have been kept which enable,

with reasonable accuracy, the determination of the financial position of the Group

and facilitate compliance of the financial statements with the Financial Reporting

Act 2013.

The Directors consider that they have taken adequate steps to safeguard the

assets of the Group, and to prevent and detect fraud and other irregularities.

Internal control procedures are also considered to be sufficient to provide

reasonable assurance as to the integrity and reliability of the financial statements.

The Directors are pleased to present the financial statements of Green Cross Health

Limited for the year ended 31 March 2022.

For and on behalf of the Board of Directors:

Kim Ellis

Chair

26 May 2022

Carolyn Steele

Director

26 May 2022

Directors’ declaration

Annual Report 2022 |
19

Independent

auditor’s report

To the shareholders of Green Cross Health Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements of Green Cross Health Limited (the ’Company’)

and its subsidiaries (the ‘Group’) on pages 23 to 50:

i. 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 and support

services and cybersecurity testing. 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 $1.65m determined with

reference to a benchmark of Group profit before tax. We chose the benchmark because, in our view,

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

20
| GREEN CROSS HEALTH

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: Impairment of goodwill ($156.8 million)

Refer to note 13 of the consolidated financial statements.

The Group has grown significantly through acquisitions in its Pharmacy, Medical

and Community Health business units which has resulted in the recognition

of goodwill in the amount of $85.8 million, $52.0 million and $19.0 million,

respectively.

In the event the business units underperform compared to their business cases,

there is a risk that the goodwill arising on acquisition may no longer be supported.

As disclosed in note 13, the Group performs an annual impairment test of goodwill

and uses a discounted cash flow model to determine the recoverable amount of

its business units to which goodwill has been allocated.

In performing this assessment, assumptions are made in respect of future

economic and market conditions, including the impact of COVID-19. Cashflow

forecasts include consideration of the Group’s strategic business plan for each

business unit and their impact on forecast sales and operating costs. Additionally,

management determined terminal growth rates and discount rates which reflect an

assessment of the time value of money and the risks specific to each business unit.

The annual impairment test performed by the Group was significant to our audit

due to the magnitude of the goodwill balance and because the assessment

process involved judgement about the future performance of the business units.

How the matter was addressed in our audit

Our audit procedures included:

• Ensuring the allocation of goodwill to the Group’s business units is appropriate;

• Evaluating the methodology, mathematical accuracy and assumptions applied

in the discounted cash flow models. We used our own valuation specialists to

assist us with the consideration of terminal growth and discount rates;

Independent

auditor’s report

(continued)

Annual Report 2022 |
21

• Challenging management’s cash flow assumptions over projected cash flows taking

into consideration COVID‐19, and the expected impact of the Group’s business plans

for each business unit by reference to their historical performance and the internal

and external factors that influence their operations;

• Performing sensitivity analysis around the key assumptions used in the models; and

• Reviewing the appropriateness of related disclosures in the consolidated financial

statements.

We did not identify any factors that were materially inconsistent with management’s

overall conclusions.

Other information

The Directors, on behalf of the Group, are responsible for the other information included

in the Group’s Annual Report. Other information includes the Directors Declaration and

the other information included in the Annual Report. 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.

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

22
| GREEN CROSS HEALTH

• 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

Jodi Newth.

For and on behalf of

KPMG

Auckland

26 May 2022

Independent

auditor’s report

(continued)

Annual Report 2022 |
23

24 Consolidated statement of comprehensive income

25 Consolidated statement of changes in equity

26 Consolidated statement of financial position

27 Consolidated statement of cash flows

28 Notes to the consolidated financial statements

Group financial statements

24
| GREEN CROSS HEALTH

Consolidated statement

of comprehensive income

For the year ended 31 March 2022

Note2022

$’000

2021

$’000

Operating revenue4670,327570,402

Operating expenditure6.2(592,337)(513,065)

Depreciation and amortisation expense11,13(7,461)(8,060)

Depreciation - leases12(17,433) (15,338)

Impairment11,13(841) (242)

Share of equity accounted net earnings151,8931,405

Operating profit before interest and tax54,148 35,102

Interest income7884

Interest expense(701)(1,094)

Interest expense - leases(5,480)(5,166)

Net interest expense(6,103)(6,176)

Profit before tax48,04528,926

Income tax expense7(14,292)(7,890)

Profit after tax for the year33,75321,036

Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year33,75321,036

Attributable to:

Shareholders of the Parent 24,56116,752

Non-controlling interest9,1924,284

33,753 21,036

Earnings per share:

Basic earnings per share (cents)817.16 11.70

Diluted earnings per share (cents)817.1011.69

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 50 form part of the

Financial Statements.

Annual Report 2022 |
25

Consolidated statement

of changes in equity

For the year ended 31 March 2022

NoteShare

capital

$’000

Retained

earnings

$’000

Non-

controlling

interest

$’000

Total

equity

$’000

Balance as at 1 April 202090,61033,80210,307134,719

Profit or loss for the year-16,7524,28421,036

Total comprehensive income for the year-16,752 4,28421,036

Distributions to non-controlling interests--(7,309)(7,309)

Impacts of other transactions with non-controlling interest-311,170 1,201

Dividends to shareholders9----

Balance as at 31 March 202190,610 50,5858,452 149,647

Balance as at 1 April 202190,610 50,585 8,452149,647

Profit or loss for the year-24,5619,192 33,753

Total comprehensive income for the year-24,5619,19233,753

Distributions to non-controlling interests--(3,013)(3,013)

Impacts of other transactions with non-controlling interest-(1,971)(146) (2,117)

Dividends to shareholders9-(4,314)-(4,314)

Balance as at 31 March 202290,61068,86114,485173,956

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 50 form part of the

Financial Statements.

Group financial statements

26
| GREEN CROSS HEALTH

Consolidated statement

of financial position

As at 31 March 2022

ASSETSNote2022

$’000

2021

$’000

Current assets

Cash and cash equivalents45,15437,302

Trade and other receivables1047,31038,933

Inventories32,16530,388

Income taxes refundable10-1,831

Total current assets124,629108,454

Non-current assets

Other receivables102,127-

Property, plant and equipment1119,72919,517

Right-of-use assets1284,04576,355

Intangible assets13159,806140,815

Deferred tax asset1413,71912,018

Investments accounted for using the equity method154,7207,724

Total non-current assets284,146256,429

Total assets408,775364,883

LIABILITIES

Current liabilities

Trade payables and accruals16113,302106,177

Income taxes payable164,076 -

Borrowings171,908 2,035

Lease liabilities1214,29113,570

Total current liabilities133,577121,782

Non-current liabilities

Borrowings1722,12622,338

Lease liabilities1279,11671,116

Total non-current liabilities101,24293,454

Total liabilities234,819215,236

Net assets173,956149,647

EQUITY

Share capital90,61090,610

Retained earnings68,86150,585

Total equity attributable to shareholders of the Parent159,471141,195

Non-controlling interest14,4858,452

Total equity173,956149,647

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 50 form part of the

Financial Statements.

Annual Report 2022 |
27

Consolidated statement

of cash flows

For the year ended 31 March 2022

Note2022

$’000

2021

$’000

Cash flows from operating activities

Dividends received151,983797

Receipts from customers661,950574,576

Interest received78 84

Payments to suppliers and employees(588,090)(497,800)

Income taxes paid(10,086)(6,720)

Net cash inflow from operating activities1865,83570,937

Cash flows from investing activities

Purchases of property, plant, equipment and software intangibles(4,090)(4,971)

Acquisition of interests in equity accounted investments15(725)(128)

Acquisition of interests in subsidiaries and non-controlling interests5(17,947)(7,980)

Investments and loans(2,122)-

Net cash outflow from investing activities(24,884)(13,079)

Cash flows from financing activities

Proceeds from borrowings5,3142,712

Repayment of borrowings(5,967)(34,812)

Payment of lease liabilities(16,108)(14,498)

Interest expense(701)(1,094)

Interest expense - leases(5,480)(5,166)

Dividends to non-controlling interest(2,035)(1,475)

Dividend paid9(4,314)-

Net cash outflow from financing activities(29,291)(54,333)

Net increase in cash and cash equivalents11,6603,525

Cash and cash equivalents at the beginning of the financial year37,30233,899

Cash acquired: business combinations5(3,808)(122)

Cash and cash equivalents at end of year45,15437,302

Reconciliation of closing cash and cash equivalents to the consolidated statement of

financial position:

Cash and cash equivalents45,15437,302

Closing cash and cash equivalents45,15437,302

Group financial statements

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 50 form part of the

Financial Statements.

28
| GREEN CROSS HEALTH

Notes to the consolidated

financial statements

For the year ended 31 March 2022

1. Reporting entity

Green Cross Health Limited (the “Parent” or

the “Company”) is a New Zealand company

registered under the Companies Act 1993 and is

an FMC entity for the purposes of the Financial

Reporting Act 2013 and the Financial Markets

Conduct Act 2013. The Financial Statements

have been prepared in accordance with these

Acts. The Company is listed on the NZX Main

Board (“NZX”).

The consolidated financial statements of Green

Cross Health Limited comprise the Parent, its

subsidiaries, and its interest in associates and joint

ventures (together referred to as the “Group”).

2. Basis of preparation of

financial statements

(a) Statement of compliance

The financial statements have been prepared

in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”).

They comply with New Zealand equivalents

to International Financial Reporting Standards

(“NZ IFRS”), and other applicable Financial

Reporting Standards, and authoritative notices

as appropriate for a Tier one for profit entity.

They also comply with International Financial

Reporting Standards.

The financial statements were approved by the

Board of Directors on 26 May 2022.

(b) Basis of measurement

The financial statements of the Group are

prepared under the historical cost basis unless

otherwise noted within the specific accounting

policies below.

(c) Changes in accounting policy

The Group has consistently applied the following

accounting policies to all periods presented in

these consolidated financial statements, except

as mentioned below.

The IFRS Interpretations Committee released

a decision in April 2021 which clarified how

implementation costs incurred in cloud

computing arrangements should be treated and

whether they should be expensed as incurred,

or capitalised. The impact of the decision, and

subsequent framework has been assessed and

adopted by the Group and it is not material to

this set of consolidated financial statements.

(d) Comparatives

Where appropriate, comparative information

has been reclassified to conform to the current

period’s presentation.

(e) Functional and presentation currency

These financial statements are presented in

New Zealand dollars ($), which is the functional

currency of the entities of the Group. All financial

information presented in New Zealand dollars

has been rounded to the nearest thousand.

(f) Significant estimates and judgements

The preparation of financial statements

in conformity with NZ IFRS requires the

Directors to make judgements, estimates

and assumptions that affect the application

of policies and reported amounts of assets,

liabilities, income and expenses. The estimates

and associated assumptions are based on

historical experience and various other factors

that are believed to be reasonable under the

circumstances, the results of which form the

basis for making judgements about carrying

values of some assets and liabilities. Actual

results may differ from these estimates.

In authorising the financial statements for the

year ended 31 March 2022, the Directors have

ensured that the specific accounting policies

necessary for the proper understanding of

the financial statements have been disclosed,

and that all accounting policies adopted are

appropriate for the Group’s circumstances and

have been consistently applied throughout the

year for all Group entities for the purposes of

preparing the consolidated financial statements.

The estimates and underlying assumptions

are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in

the period in which the estimate is revised if

Annual Report 2022 |
29

the revision affects only that period, or in the

period of revision and future periods if the

revision affects both current and future periods.

Information about the significant areas of

judgement exercised or estimation in applying

accounting policies that have had a significant

impact on the amounts recognised in the

financial statements are described as follows:

(i) Classification of investments

Classifying investments as either subsidiaries,

associates or joint ventures requires the

Directors to assess the degree of influence

which the Group holds over the invested. In

arriving at a conclusion the Directors take into

account the constitutional structure of the

invested, governance arrangements, current

and future representation on the Board of

Directors, and all other arrangements which

might allow influence over the operating and

financial policies of the invested.

(ii) Impairment of goodwill and indefinite life

intangible assets

The carrying values of goodwill and intangible

assets with an indefinite useful life, are

assessed at least annually to ensure that they

are not impaired. This assessment requires

the Directors to estimate future cash flows

to be generated by cash generating units to

which goodwill and intangible assets with

indefinite useful lives have been allocated.

Estimating future cash flows entails making

judgements including the expected rate of

growth of revenues and expenses, margins

and market shares to be achieved, and the

appropriate rate to apply when discounting

future cash flows. Note 13 of these financial

statements provides more information on the

assumptions the Directors have made in this

area and the carrying values of goodwill and

indefinite life intangible assets. As the outcomes

in the next financial period may be different to

the assumptions made, it is impracticable to

predict the impact that could result in a material

adjustment to the carrying amount.

(iii) Accounting for leases under NZ IFRS 16

In determining the right-of-use assets and lease

liabilities a number of estimates and judgements

have been made by management. These

include determining the applicable incremental

borrowing rates and assessment of the lease

terms, including any rights of renewal and

whether it is reasonably certain they will be

exercised. See note 12.

(iv) COVID-19 pandemic

On 17 August 2021, the New Zealand

Government raised its Alert Level to 4 (full

lockdown of non-essential services). A number

of the Group’s pharmacies, medical centres and

its homecare operations continued to operate

in a reduced capacity during level 4 due to

the essential nature of their activities and the

service they provide to the community.

The Board note the high level of business

uncertainty that continues to exist in relation

to the impacts of the COVID-19 pandemic

including the possibility of business disruption

and erosion of consumer spending. There

are no provisions in these statements for the

financial impacts of COVID-19.



(g) Subsidiaries

Subsidiaries are entities that are controlled by

the Group. Control exists when the Group is

exposed to, or has rights to, variable returns

from its involvement in the investee and has the

ability to affect those returns through its power

over the investee. Power arises when the Group

has existing rights to direct the relevant activities

of the investee, i.e. those that significantly affect

the investee’s returns. Control is assessed on a

continuous basis.

The Group consolidates the results of its

subsidiaries from the date that control

commences until the date on which control

ceases. At such point as control ceases, it

derecognises the assets, liabilities and any

related non-controlling interests and other

components of equity. Any interest retained in

the former subsidiary is measured at fair value

when control is lost.

Notes to the consolidated financial statements

30
| GREEN CROSS HEALTH

Basis of preparation

of financial statements

(continued)

The Group discontinues the use of the equity

method from the date when the investment

ceases to be an associate or a joint venture. At

the date the equity method is discontinued, the

difference between the carrying amount of the

associate or a joint venture and the fair value

of any retained interest and any proceeds from

disposing of a part interest in the associate or a

joint venture is included in the determination of

the gain or loss on disposal of the associate or

joint venture.

The Group’s ownership interests in subsidiaries

ranges from 25% to 100% (2021: 25% to

100%). The Group consolidates 32 out of 42

entities where it holds less than half of the

voting rights. This is on the basis that the

Group’s contractual arrangements with these

entities result in them meeting the definition of

being subsidiaries as set out above.

(h) Non-controlling interests

Non-controlling interests are present ownership

interests and are initially measured at either

fair value or the non-controlling interests’

proportionate share of the acquiree’s identifiable

net assets. The choice of measurement basis

is determined on a transaction-by-transaction

basis. Under the proportionate interest method,

goodwill is not attributed to the non-controlling

interest and the Group recognises only its share

of goodwill whereas under fair value, the non-

controlling interest includes its proportionate

share of goodwill.

Changes in the Group’s interest in a subsidiary

that do not result in a change in the control

conclusion are accounted for as transactions

with equity-holders in their capacity as equity

holders.

While the group has 50 (2021: 45) subsidiaries

with non-controlling interests, there are no

subsidiaries with individually material

non-controlling interest.

(i) Transactions eliminated on consolidation

Intra-group balances, and any unrealised

income and expenses arising from intra-group

transactions, are eliminated in preparing the

consolidated financial statements. Unrealised

gains arising from transactions with equity

accounted investees are eliminated against the

investment to the extent of the Group’s interest in

the investee. Unrealised losses are eliminated in

the same way as unrealised gains, but only to the

extent that there is no evidence of impairment.

(j) Goods and services tax (GST)

The statement of comprehensive income

has been stated so that all components are

exclusive of GST. All items in the statement of

financial position are stated net of GST with the

exception of receivables and payables, which

include GST invoiced.

(k) Statement of cash flows

The statement of cash flows has been prepared

using the direct method subject to the netting of

certain cash flows.

Cash flows in respect of investments and

borrowings that have been rolled-over under

arranged banking facilities have been netted in

order to provide meaningful disclosures.

Cash and cash equivalents comprise cash

balances and call deposits. Bank overdrafts

that are repayable on demand and form an

integral part of the Group’s cash management

are included as a component of cash and cash

equivalents for the purpose of the statement of

cash flows.

Operating activities include all cash received

from all revenue sources and all cash

disbursed for all expenditure sources including

taxation refunds or payments and other

transactions that are not classified as investing

or financing activities.

Investing activities reflect the acquisition and

disposal of property, plant and equipment

and intangibles, loans to associates, and

investments in associates, subsidiaries and

joint ventures.

Financing activities reflect changes in

borrowings and equity.

2.

Annual Report 2022 |
31

(l) Inventory

Inventories are measured at the lower of cost

and net realisable value. The cost of inventories

is based on a weighted average principle, and

includes expenditure incurred in acquiring the

inventories, production or conversion costs and

other costs incurred in bringing them to their

existing location and condition.

(m) Government grants

Grants that compensate the Group for

expenses incurred are recognised in profit

and loss as other income on a systematic

basis in the periods in which the expenses

are recognised.

3. New standards and

interpretations issued and

not yet effective

A number of new standards, amendments

to standards and interpretations are not yet

effective for the year ended 31 March 2022.

These have been assessed for applicability to

the Group and the Directors have concluded

that they will not have a significant impact

on future financial statements, except for

amendment to NZ IAS 1 Classification of

Liabilities which was early adopted by the

Group in the financial year ended 31 March

2020.

4. Segment reporting

The Group has three reportable segments:

pharmacy services, medical services and

community health. The pharmacy services

segment provides retail and dispensary

services, the medical services segment

provides GP, nursing and urgent care services

and the community health segment provides in

home and community care.

The Group’s main operations are in the

pharmacy industry providing pharmacy

services through consolidated stores, equity

accounted investments and franchise stores.

The medical services segment includes

fully owned and equity accounted medical

centres, and support services provided to

these medical centres, as well as medical

centres outside the Group. The community

health segment provides services direct to the

community to support independent living.

The Board monitors the various revenue

streams within each reportable segment

separately however, they do not meet the

criteria for separate disclosure due to the

following:

• Aggregation of the operating segments

within each reportable segment is

consistent with the core principle of NZ

IFRS 8, i.e. aggregating will not distort the

interpretation of the financial statements for

the users;

• The operating segments within each

reportable segment share the same

economic characteristics; and

• The nature of the products and services,

and the nature of the regulatory environment

are the same for the operating segments.

Notes to the consolidated financial statements

32
| GREEN CROSS HEALTH

4. Segment reporting (continued)

Operating segments

Information about reportable segments

March 2022NotePharmacy

Services

$’000

Medical

Services

$’000

Community

Health

$’000

Corporate

$’000

Total

$’000

External revenues6.1364,477110,551191,600- 666,628

Other income*2,636421642-3,699

Total revenue367,113110,972192,242- 670,327

Cost of products sold(209,995)(169) - - (210,164)

Employee benefit expense(72,641)(77,156)(178,223)-(328,020)

Lease expenses(77)(313)(174)- (564)

Other expenses**(30,422)(13,562)(6,324)(3,281)(53,589)

Depreciation and amortisation(5,599)(1,471)(391)- (7,461)

Depreciation - leases(11,858)(4,049)(1,526)- (17,433)

Impairment(841)--- (841)

Share of equity accounted net

earnings1741,719- - 1,893

Segment Profit35,85415,9715,604(3,281)54,148

Interest income78

Interest expense(701)

Interest expense - leases(5,480)

Profit before tax48,045

Tax expense(14,292)

Profit after tax33,753

Non-controlling interest(9,192)

Net profit attributable to the

shareholders of the Parent 24,561

Reportable segment assets280,40590,06649,382(11,078)408,775

Reportable segment liabilities133,73374,16438,000(11,078)***234,819

*Other income includes:

• Government wage subsidies and resurgence support payments received of $1.9m within Pharmacy Services and

$0.6m in Community Health.

• Gain on step acquisitions, $0.7m within Pharmacy Services and $0.4m within Medical Services.

**Other expenses within Corporate includes one-off transaction costs of $1.4m associated with the process to

acquire Tamaki Health. Green Cross Health along with its consortium partner formally withdrew from the process in

November 2021.

***Intersegmental elimination.

Annual Report 2022 |
33

March 2021NotePharmacy

Services

$’000

Medical

Services

$’000

Community

Health

$’000

Corporate

$’000

Total

$’000

External revenues6.1307,74381,687170,181- 559,611

Other income*9,0954661,230-10,791

Total revenue316,83882,153171,411- 570,402

Cost of products sold(188,007)- - - (188,007)

Employee benefit expense(59,233)(58,779)(159,281)-(277,293)

Lease expenses(2,004)(143)(60)- (2,207)

Other expenses(26,825)(10,943)(5,706)(2,084)(45,558)

Depreciation and amortisation(6,233)(1,042)(785)- (8,060)

Depreciation - leases(10,507)(3,015)(1,816)- (15,338)

Impairment(197)-(45)- (242)

Share of equity accounted net

earnings314 1,091 - - 1,405

Segment Profit24,1469,3223,718(2,084)35,102

Interest income84

Interest expense(1,094)

Interest expense - leases(5,166)

Profit before tax28,926

Tax expense(7,890)

Profit after tax21,036

Non-controlling interest(4,284)

Net profit attributable to the

shareholders of the Parent 16,752

Reportable segment assets269,99864,18141,807(11,103)364,883

Reportable segment liabilities136,93654,45434,949(11,103)**215,236

*Other income includes:

• Government wage subsidies received of $9.1m within Pharmacy Services, $0.5m Medical Services and $1.2m

Community Health.

**Intersegmental elimination.

Notes to the consolidated financial statements

34
| GREEN CROSS HEALTH

5. Business combinations

Business combinations acquired during the year include; Apollo Medical Limited, Darfield Medical Centre Limited,

Gain Health Centre Limited, Muritai Health Centre Limited, Mt Wellington Health Centre, Wakatipu Medical Centre,

Onehunga Medical Pharmacy (2022) Limited, Katikati & Katikati Health Pharmacies, Whakatane Pharmacies 2021

Limited, The Doctors (Napier) Limited, Silverstream Health Centre Limited and Walls & Roche Royal Oak Pharmacy

Limited. None of these acquisitions are individually material to the Group’s result.

Carrying value

$’000

Fair value

$’000

Identifiable assets acquired and liabilities assumed

Total assets13,461 13,461

Total liabilities(9,815)(9,815)

Identifiable net assets3,6463,646

Consideration transferred

Satisfied by:

Cash consideration 17,947

Deferred consideration 648

Effect of step acquisitions3,816

Total consideration22,411

Less cash acquired (included in assets above) (3,808)

Net consideration 18,603

Goodwill

Goodwill recognised as a result of the acquisitions is as follows:

Total consideration22,411

Identifiable net assets(3,646)

Goodwill18,765

The amount of revenue included in the consolidated statement of comprehensive income is $33.0 million with a net

profit after tax of $3.2 million in respect of the entities acquired during the year.

If the acquisitions had occured on 1 April 2021, management estimates that consolidated operating revenue would

have been $699.6m, and consolidated profit after tax for the year would have been $37.4m.

Annual Report 2022 |
35

6. Operating performance

6.1 Revenue

Revenue from contracts with customers

2022

$’000

2021

$’000

Pharmacy retail and dispensary305,738280,553

Other pharmacy services58,73927,190

Medical services110,55181,687

Community health191,600170,181

666,628559,611

Disaggregation of contract revenueReportable segments

Pharmacy

Services

$’000

Medical

Services

$’000

Community

Health

$’000

Total

$’000

Year ended 31 March 2022

Timing of revenue recognition

Transferred at a point in time349,27444,438130,782524,494

Transferred over time15,20366,11360,818142,134

364,477110,551191,600666,628

Year ended 31 March 2021

Timing of revenue recognition

Transferred at a point in time297,936 33,516 121,258 452,710

Transferred over time9,807 48,171 48,923 106,901

307,743 81,687 170,181559,611

Pharmacy retail and dispensing services

Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For

all these services control is considered to pass to the customer at the point when the customer can use or otherwise

benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by

credit card, debit card or in cash.

The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,

the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount

allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under

the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.

Other pharmacy services

These mainly include franchise fees, supplier income and other service revenue. Control for franchise services pass

over time as the services are delivered over the term of the franchise agreement. Payment terms for franchise fees is

generally 20 to 30 days. Supplier income is earned, as promotional services are rendered over a specified time period

by the Group. Payment terms are generally 20 to 30 days.

Medical services

Medical services include capitation and health services and patient fees. Control for capitation and health services

passes over time as the healthcare services are delivered to the patient over a certain time period. Payments terms

are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service

has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.

Notes to the consolidated financial statements

36
| GREEN CROSS HEALTH

6. Operating performance (continued)

Community Health services

Community Health services consist primarily of community health and support services. Control passes to the

customer as the services are delivered and simultaneously consumed by the customer. Payment terms are generally

30 to 60 days.

Contract assets and contract liabilities

Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.

When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities

reflect payments received for services that have not yet been provided and the payments will be recognised as

revenue over time.

Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised

over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria

under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.

Contract balances

The following table provides information, about receivables, contract assets and contract liabilities from contracts

with customers:

Significant changes in the contract assets and the contract liabilities during the period are as follows:

As at 31 March 2022, the amount of revenue deferred and recognised as a contract liability for the loyalty programme

is $7.5m (2021: $7.2m). This will be recognised as revenue as the loyalty points are redeemed or expire, which is

expected to occur over the next fifteen months.

31 Mar 2022

$’000

31 Mar 2021

$’000

Trade receivables which are included in trade and other receivables31,06624,180

Contract assets16,12413,834

Contracts liabilities(10,786)(7,994)

20222021

Contract

assets

Contract

liabilities

Contract

assets

Contract

liabilities

Revenue recognised that was included in the contract liability balance

at the beginning of the period-7,994-6,019

Transfer from contract assets recognised at the beginning of the

period to receivables

13,834- 14,273 -

Annual Report 2022 |
37

6.2 Operating expenditure2022

$’000

2021

$’000

Cost of products sold 210,164188,007

Employee benefit expense 328,020277,293

Lease expenses5642,207

Other expenses51,80044,070

Audit fees250244

Other services provided by auditors226124

Directors’ fees in respect of the Parent company 450411

Directors’ fees in respect of the subsidiary companies224224

Bad debts written off and movement in doubtful debt provision639485

592,337513,065

Auditor’s remuneration to KPMG comprises:

Annual audit of financial statements250229

Annual audit of financial statements – prior year-15

250244

Other services provided by auditors:

Taxation services224124

Other services2-

226124

Taxation services relate to compliance and related services, and tax support associated with the Tamaki Health

process. Other services relates to cyber security testing.

7. Income tax expense

Note2022

$’000

2021

$’000

Current tax expense(15,993)(3,853)

Deferred tax benefit/(expense)141,701(4,037)

Total current tax(14,292)(7,890)

Imputation credit account:

Available for use in subsequent periods $24.9m (2021: $21.8m).

Numerical reconciliation between tax expense and pre-tax accounting profit

Profit before tax48,04528,926

Income tax expense at 28%(13,453)(8,099)

(Add)/Deduct the tax effect of adjustments:

Other(839)209

(14,292)(7,890)

Notes to the consolidated financial statements

38
| GREEN CROSS HEALTH

7. Income tax expense (continued)

Taxation accounting policy

Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to

an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive

income or equity.

Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for

any under or over accrual in respect of prior periods.

Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying

amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred

tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the

temporary differences 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 benefit will be realised.

8. Earnings per share

The earnings per share, and dividend per share is calculated using the Group’s result divided by the weighted average

number of shares for the listed entity, Green Cross Health Limited.

2022

cents per

share

2021

cents per

share

Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable to

equity holders of the Parent and a weighted average number of ordinary shares

issued during the year of 143,152,759 (2021: 143,152,759).17.1611.70

Diluted earnings per share

The calculation of diluted earnings per share is based on the profit attributable to

equity holders of the Parent and a weighted average number of ordinary shares

issued during the year after adjustment for the effects of all dilutive ordinary shares

of 143,649,768 (2021: 143,302,759).

17.1011.69

Net tangible assets/(liabilities) per share

The calculation of net tangible assets/(liabilities) per share is based on net assets/

(liabilities) less deferred tax and intangible assets (refer Note 13 and Note 14) and

the closing number of ordinary shares at the end of the year.

0.30(2.23)

Net assets per share

The calculation of net assets per share is based on net assets and the closing

number of ordinary shares at the end of the year.

121.52104.54

Annual Report 2022 |
39

9. Dividends

2022

cents per

share

2021

cents per

share

Dividends per share3.00 -

In December 2021, Green Cross Health Limited paid an interim dividend of 3.0 cents per qualifying ordinary share

to shareholders, which was fully imputed to 28%. (2021: None).

10. Trade and other receivables and income taxes refundable

2022

$’000

2021

$’000

Trade receivables31,06624,180

Provision for doubtful debts(2,138)(1,511)

Contract assets16,12413,834

Accrued income496534

Other receivables and prepayments1,7621,896

47,31038,933

Other receivable - non-current asset2,127-

Income taxes refundable-1,831

11. Property, plant and equipment

2022

$’000

2021

$’000

Opening cost82,51679,319

Acquisitions through business combinations3,456275

Additions4,1354,204

Disposals(498)(1,282)

Assets written off(3,585)-

Closing cost86,02482,516

Opening accumulated depreciation63,54058,667

Depreciation for the period6,3195,921

Disposals(494)(1,048)

Assets written off(2,880)-

Closing accumulated depreciation66,48563,540

Closing book value19,53918,976

Work in progress190541

Total property, plant and equipment19,72919,517

Notes to the consolidated financial statements

40
| GREEN CROSS HEALTH

11. Property, plant and equipment (continued)

Property, plant and equipment accounting policy

Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost

less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not

depreciated until the asset is ready for its intended use.

Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost of

the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease if

shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.

Current estimated useful lives of property, plant and equipment are between two and twelve years.

Subsequent expenditure capitalised only if it is probable that future economic benefit associated with the expenditure

will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.

Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the asset

is disposed of.

12. Leases

As a lessee

The Group’s leased assets include property leases for pharmacies, medical centres and offices. The lease terms of

these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for additional

rent payments that are based on changes in CPI or market rental rates. The Group also leases motor vehicles and

equipment, which typically run for a period of 3 to 5 years.

As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases – i.e. these leases

are on-balance sheet.

The carrying amounts of right-of-use assets and lease liabilities are as below:

Right-of-use assetsProperty

$’000

Motor Vehicles

$’000

Equipment

$’000

Total

$’000

2022

Balance as at 1 April 202175,28362644676,355

Balance as at 31 March 202280,2992,6061,14084,045

Depreciation16,01891050517,433

2021

Balance as at 1 April 202083,7051,3451,04086,090

Balance as at 31 March 202175,283626446 76,355

Depreciation14,025719594 15,338

Additions to property of $21.4m (2021: $3.3m) have been made to right-of-use assets during the current year.

Annual Report 2022 |
41

Lease liabilitiesProperty

$’000

Motor Vehicles

$’000

Equipment

$’000

Total

$’000

2022

Balance at 1 April 202183,51368648784,686

- Current liability12,39768648713,570

- Non-current liability71,116--71,116

Balance as at 31 March 202289,6102,6211,17693,407

- Current liability13,06057066114,291

- Non-current liability76,5502,05151579,116

2021

Balance at 1 April 202091,0931,4081,07993,580

- Current liability12,39172259213,705

- Non-current liability78,70268648779,875

Balance as at 31 March 202183,51368648784,686

- Current liability12,39768648713,570

- Non-current liability71,116--71,116

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment

losses and adjusted for certain remeasurements of the lease liability.

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.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease

payment made. It is re-measured when there is:

• A change in future lease payments arising from a change in an index or rate; or

• A change in the estimate of the amount expected to be payable under a residual value guarantee; or

• Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a

termination option is reasonably certain not to be exercised; or

• Any other change in the future lease payments or the lease term due to a lease modification that’s not

accounted for as a separate lease.

The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that

include renewal options. The assessment of whether the Group is reasonably certain to exercise such options

impact the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.

The Group negotiated rent concessions with its landlords for some of its property leases as a result of the impacts

of the COVID-19 pandemic during the period. The Group applied the practical expedient for COVID-19 related rent

concessions consistently to eligible rent concessions relating to its property leases.

The amount credited to the consolidated statement of comprehensive income for the reporting period to reflect

changes in lease payments arising from rent concessions to which the Group has applied the practical expedient is

$0.6m (2021: $1.2m).

Notes to the consolidated financial statements

42
| GREEN CROSS HEALTH

13. Intangible assets

Note2022

$’000

2021

$’000

Software and other intangible assets

Opening cost17,47517,687

Acquisitions through business combinations36-

Additions1371,112

Disposals(1,162)(651)

Assets written-off/impairment (878)(673)

Closing cost15,60817,475

Opening accumulated amortisation12,66611,405

Amortisation for the period1,2792,139

Disposals(567)(447)

Assets written-off/impairment(742)(431)

Closing accumulated amortisation12,63612,666

Closing book value2,9724,809

Goodwill

Opening costs136,006127,242

Other acquired goodwill2,177295

Additions5 18,7658,529

Disposals (114)(60)

Closing cost156,834136,006

Total intangible assets159,806140,815

12. Leases (continued)

Maturity analysis of contractual undiscounted cash flows2022

$’000

2021

$’000

Less than one year18,63316,862

Two to five years50,11743,331

More than five years54,71650,678

123,466110,871

As a lessor

The Group sub-leases some of its properties. The right-of-use assets recognised from the head leases are measured

at cost. The sub-lease contracts are classified as operating leases under NZ IFRS 16.

Annual Report 2022 |
43

Intangible assets accounting policy

Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment

losses with the exception of goodwill (see below).

Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.

Amortisation is provided on a straight-line basis for software to allocate the cost of the asset (less any residual value)

over its useful life. The residual values and remaining useful lives of software are reviewed at least annually. Other

intangible assets represent franchisee store rebranding costs and have an indefinite life.

Estimated useful lives of the asset classes are:

Software 3 - 5 years

Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the

standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.

Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which

the intangible asset is disposed of.

Intangible assets disclosed in the financial statements relate to computer software, trademarks and other indefinite life

intangible assets. Indefinite life intangible assets are tested annually for impairment.

Goodwill accounting policy

Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase consideration over

the fair value of the net identifiable tangible and intangible assets at the time of acquisition.

Goodwill is allocated to the relevant cash generating units expected to benefit from the acquisition and tested for

impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.

If the recoverable amount is less than the carrying amount of the cash generating unit then an impairment loss is

recognised in profit and loss and the carrying amount of the asset is written down. Recoverable amount is calculated

as the greater of the fair value less cost to sell and value in use.

The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any

gain or loss on disposal.

Impairment testing

Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for

the year-ending 31 March 2023 is the basis for the first year’s projections and projections for subsequent periods

have been based on this plus growth. Terminal cash flows are projected to grow in-line with the New Zealand long-

term inflation rate.

The discount rate was a post-tax measure based on the rate of 20-year government bonds issued by the

government in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect

both the increased risk of investing in equities generally and the systematic risk of the specific CGU.

Pharmacy

Services

Medical

Services

Community

Health

Impairment test assumptions 2022

Discount rate – post tax8.45%10.30%11.73%

Terminal growth rate2.50%2.50%2.50%

Carrying amount of goodwill allocated to the unit ($000)85,75852,01519,061

Carrying value of other intangible assets with indefinite useful lives ($000)2,048--

Notes to the consolidated financial statements

44
| GREEN CROSS HEALTH

14. Deferred tax asset

The movement in deferred tax asset and liability during the year is made up of the following:

Opening


$’000

Net additions

$’000

Recognised in

profit or loss

$’000

Closing

$’000

Group – 2022

Property, plant and equipment2,317-4922,809

Provisions and accruals6,922-1,3508,272

Tax losses446-(429)17

Right-of-use assets(21,379)(7,035)4,881(23,533)

Lease liabilities23,7127,035(4,593)26,154

12,018-1,70113,719

Group – 2021

Property, plant and equipment2,288 -29 2,317

Provisions and accruals6,785 -1376,922

Tax losses4,885 -(4,439) 446

Right-of-use assets(24,105)(1,569)4,295(21,379)

Lease liabilities26,202 1,569(4,059)23,712

16,055-(4,037)12,018

13. Intangible assets (continued)

Pharmacy

Services

Medical

Services

Community

Health

Impairment test assumptions 2021

Discount rate – post tax8.23%8.50%9.57%

Terminal growth rate1.50%1.50%1.50%

Carrying amount of goodwill allocated to the unit ($000)76,875 40,070 19,061

Carrying value of other intangible assets with indefinite useful lives ($000)2,048 - -

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the

lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is

allocated across all operations within a division that have similar economic characteristics and collectively benefit from

acquisitions that increase the Group’s portfolio.

Sensitivities

No impairment was identified for Pharmacy services, Medical services or Community Health services as a result of

this review, nor under any reasonable possible change, in any of the key assumptions described above.

Annual Report 2022 |
45

15. Equity accounted group investments

Note2022

$’000

2021

$’000

The movement in equity accounted investments comprises:

Opening carrying amount7,7246,988

Investment in associates and joint ventures725128

Disposal of associates and joint ventures(3,639)-

Share of net earnings1,8931,405

Dividends22(1,983)(797)

4,7207,724

There are no individually material associates or joint ventures.

Amount of goodwill within the carrying amount of equity accounted group investments:

Opening carrying amount4,0244,024

Disposal of associates and joint ventures(2,037)-

Closing carrying amount1,9874,024

Summary associate and joint venture financial information

The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:

Assets

$’000

Liabilities

$’000

Revenue

$’000

Net profit

after tax

$’000

As at and for the year ended 31 March 202213,4736,68834,7624,539

As at and for the year ended 31 March 202116,3529,30551,7084,326

Investments in associates and joint ventures accounting policy

An associate is an investee over which the Group has significant influence, which is the power to participate in the

financial and operating policy decisions of the investee but not to control or jointly control those policies.

A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the

net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which

only exists when a decision about the relevant activities require the unanimous consent of the parties sharing control.

The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements

of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group

financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other

comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate

or joint venture investment is included in the carrying amount of the investment net of dividends received. Where

the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint

venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to

continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or joint

control over the investee.

Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group. Where

a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies of the

Group, the most significant of these being the recognition of deferred tax.

Notes to the consolidated financial statements

46
| GREEN CROSS HEALTH

16. Trade and other payables and income taxes payable

Payables and accruals2022

$’000

2021

$’000

Trade payables34,39938,228

Payable to non-controlling interest7,3997,875

Contract liabilities10,7867,994

Accrued expenses31,18725,228

Employee entitlements29,53126,852

113,302106,177

Income taxes payable4,076-

Employee entitlements accounting policy

Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised

as a liability when benefits are earned by employees but not paid at the reporting date.

17. Borrowings

2022

$’000

2021

$’000

Current1,9082,035

Non-current22,12622,338

24,03424,373

The Group’s interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin. The

current interest rate is between 2.16% and 5.20% (2021: 2.25% - 3.96%). A 0.5% increase/decrease in the effective

interest rate would result in a decrease/increase in after tax profit of $87,000.

Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of BNZ covering

all loans held by the parent and subsidiary companies. Loans within partnership subsidiaries are covered by a GSA

agreement over the individual business assets.

Security has also been provided by Green Cross Health Limited in favour of ANZ in relation to one Pharmacy

subsidiary.

The Group’s primary lender is the BNZ. As at balance date, the Group has undrawn banking facilities of $44m

(2021: $41m). The maturity of the debt facility with BNZ is 31 August 2024.

Borrowings and advances accounting policy

Borrowings and advances are initially recognised at fair value, including directly attributable transaction costs.

Subsequent to initial recognition, borrowings and advances are measured at amortised cost using the effective

interest method, less any impairment losses on advances.

Annual Report 2022 |
47

18. Operating cash flow reconciliation

2022

$’000

2021

$’000

Profit for the year33,75321,036

Add/(deduct) non-cash items:

Depreciation, amortisation and impairment25,73523,640

Other non-cash items3,273(3,946)

Add/(deduct) changes in working capital:

Receivable and accruals movement(8,377)4,174

Inventory (1,777)4,332

Payables and accruals movements7,12515,525

Add/(deduct) items classified as cash flows from financing activities:

Interest expense6231,010

Interest expense - leases 5,4805,166

Net cash inflow from operating activities65,83570,937

19. Shares on issue

2022

’000

2021

’000

Shares authorised and on issue

Opening number of shares143,303 143,303

Shares issued – fully paid- -

Shares issued – partly paid- -

Shares cancelled – partly paid(150)-

143,153 143,303

Shares held as treasury stock-(150)

Performance share rights497-

143,650143,153

All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.

Share capital

Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised

as a deduction from equity.

Notes to the consolidated financial statements

48
| GREEN CROSS HEALTH

20. Share-based payments

Performance Share Rights

Performance Share Rights (PSRs) were offered to some senior executives, commencing 1 April 2019. Under the

scheme PSRs are issued to participants which give them the rights to receive ordinary shares in the Company after a

three year period, subject to certain vesting and other conditions being met. The fair value is measured at grant date

and amortised over the vesting period. The vesting of the PSRs is subject to the Company achieving performance

hurdles relating to its earnings per share over a three year measurement period. There is no exercise price for these

performance rights and there is no right to dividends during the vesting periods.

The total expense recognised in the year to 31 March 2022 in relation to the PSRs was $90,000 (2021: $316,000).

No rights were vested or exercised during the year.

PSRs granted are summarised as below:

Grant DatePSR PeriodPSRs grantedPSRs vestedPSRs end of

period

23/10/202001/04/2019 - 31/03/2022131,637-131,637

23/10/202001/04/2020 - 31/03/2023176,693-176,693

28/06/202101/04/2021 - 31/03/2024 188,679-188,679

Total 497,009-497,009

21. Financial instruments

The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and

cash equivalents, borrowings, trade and other receivables and trade and other payables.

Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at

their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions

of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the

financial assets expire or if the Group transfers the financial asset to another party without retaining control or

substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified

in the contract expire or are discharged or cancelled.

Financial assets and financial liabilities are recognised at amortised cost.

Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that

arise in the normal course of operations.

Credit risk

The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented

by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to

any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.

The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal

trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and

amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct

debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly

monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the

ultimate parent financial institution) used by the Group.

Annual Report 2022 |
49

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity

requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating

activities to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential

shortfalls.

The following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow

basis:

Carrying

value

$’000

Contractual

cash flows

$’000

Less than

one year

$’000

Between one

year and

two years

$’000

Between two

years and

five years

$’000

2022

Borrowings24,03425,9861,9561,50022,530

Trade and other payables72,98572,98572,985--

Total non-derivative liabilities97,01998,97174,9411,50022,530

2021

Borrowings24,373 25,627 2,086 21,049 2,492

Trade and other payables71,331 71,331 71,331- -

Total non-derivative liabilities95,704 96,958 73,417 21,049 2,492

Market Risk

Refer to note 17 for details of the interest rates for the Group loans and borrowings, which are the most significant

financial instruments.

Capital management

The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed

capital requirements.

The allocation of capital between its specific business segments’ operations and activities is, to a large extent,

driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific

business segment operations and activities is undertaken independently of those responsible for the operation.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.

The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,

cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2022

and 31 March 2021. The assessment of fair value relating to borrowings was determined by reference to observable

market data (level 2).

The status of trade receivables at reporting date is as follows:

Trade and other receivablesGross receivable

2022

$’000

Impairment

2022

$’000

Gross receivable

2021

$’000

Impairment

2021

$’000

Not past due40,931-37,567 -

Past due 0 - 30 days4,300-938 -

Past due 31-120 days4,206-428 -

Past due more than 120 days2,138(2,138)1,511(1,511)

Total 51,575(2,138)40,444 (1,511)

Notes to the consolidated financial statements

50
| GREEN CROSS HEALTH

22. Related parties

The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The

Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items

such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.

The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting

services, based on agreed terms, for some of the stores and medical centres.

The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the

return on investment/profit sharing arrangements relating to these investments. Payable to non-controlling interests

represents loans advanced to the Group.

Related party transactions for the group

Transaction valueBalance outstanding

2022

$’000

2021

$’000

2022

$’000

2021

$’000

Franchise fees and on-charged costs to equity accounted

investments62117819

Management service charges and on charged costs to equity

accounted investments30561812175

Dividend income1,983797--

Receivable from other related parties--2,464586

Key management personnel remuneration

The Group provides compensation to key management personnel which comprises the Directors and executive

officers. Some senior executives also participate in the performance share rights. Key management personnel

(includes the Group CEO, the Group CFO, some senior executives and company Directors) compensation comprised:

2022

$’000

2021

$’000

Remuneration and Directors fees2,1631,963

Short term employee benefits433303

Long term incentives90316

2,6862,582


23. Subsequent events

On 26 May 2022, Green Cross Health Limited declared a final dividend of 3.5 cents per qualifying ordinary share

amounting to $5.0m, which will be fully imputed at 28%. The dividend record date is 10 June 2022 and payment

will occur on 23 June 2022.

No adjustment is required to these consolidated financial statements in respect of this event.

Annual Report 2022 |
51

52
| GREEN CROSS HEALTH

The current Green Cross Health Limited group structure comprises 146 companies.

The group entities are as follows:

Legal ParentHoldingActivity

Green Cross Health LimitedFranchisor and investment

Controlled entities

280 Queen Street (2005) Limited43.9% Pharmacy

Access Community Health Limited100.0% Community Care

Access Health Services Limited100.0% Non-trading

Albany Pharmacy Limited49.0% Pharmacy

Alexandra Pharmacy (2013) Limited48.5% Pharmacy

Amcal Chemists (N.Z.) Limited100.0% Non-trading

Apollo Medical Limited100.0% Medical Centre

Apollo Pharmacy (2014) Limited49.6% Pharmacy

Bay of Plenty Pharmacies Limited100.0% Non-trading

Bayfair Pharmacy (2010) Limited48.8% Pharmacy

Bayfair Pharmacy Limited100.0% Non-trading

Baymed Group (2013) Limited100.0% Medical Centre

Birkenhead Pharmacy (2011) Limited48.5% Pharmacy

Botany Downs Pharmacy Limited25.0% Pharmacy

Browns Bay Pharmacy (2018) Limited48.5% Pharmacy

Cambridge Pharmacies 2020 Limited30.0% Pharmacy

Care Chemist Limited100.0% Non-trading

Care Chemist Pakuranga (2008) Limited49.0% Pharmacy

Centre City Pharmacy (2004) Limited46.4% Pharmacy

Chemist Express Limited49.0% Pharmacy

Christchurch Pharmacy (2015) Limited49.0% Pharmacy

Coastlands Pharmacy (2018) Limited49.0% Non-trading

Darfield Medical Centre Limited45.0% Medical Centre

Davies Corner Pharmacy Limited25.0% Pharmacy

Discovery Pharmacy (2016) Limited49.0% Pharmacy

Dispensaryfirst Limited100.0% Non-trading

Drury Surgery Limited60.0% Medical Centre

Endeavour Pharmacy (2016) Limited49.0% Pharmacy

Fred Thomas Pharmacy (2015) Limited49.0% Pharmacy

Gain Health Centre Limited50.0% Medical Centre

Gascoigne Medical Services Limited71.2% Medical Centre

Glenfield Mall Pharmacy Limited48.5% Pharmacy

Green Cross Health Direct Limited100.0% Non-trading

Green Cross Health Distribution Limited100.0% Pharmacy

Green Cross Health Investments Limited100.0% Non-trading

Green Cross Health Medical Limited100.0% Investment

Green Cross Health Medical Solutions Limited100.0% Services to medical centres

Green Cross Health Primary Limited100.0%Medical Centre

Group entities

For the year ended 31 March 2022

Annual Report 2022 |
53

Controlled entitiesHoldingActivity

Green Cross Health Workplace Limited100.0%Non-trading

Guthries Pharmacy Limited 49.0%Pharmacy

Harbour City Pharmacy (2011) Limited48.7% Pharmacy

Hastings Pharmacy (2013) Limited49.5% Pharmacy

Hawkes Bay Pharmacies Limited49.0% Pharmacy

Health Services Limited100.0% Investment

Helensville Pharmacy (2008) Limited48.5% Pharmacy

Highland Park Pharmacy (2009) Limited48.5% Pharmacy

Hurstmere Pharmacy (2008) Limited49.0% Pharmacy

Hutt Valley Pharmacies 2014 Limited48.5% Pharmacy

J-Mall Pharmacy Limited49.0% Pharmacy

Karori Pharmacies (2020) Limited49.6% Pharmacy

Knox Pharmacy 2010 Limited48.5% Pharmacy

Lake Taupo Pharmacy (2008) Limited48.5% Pharmacy

Levin Pharmacy (2005) Limited100.0% Non-trading

Levin Pharmacy 2021 Limited49.0% Pharmacy

Life Pharmacy Albany Limited49.0% Pharmacy

Life Pharmacy Centre Place (2009) Limited100.0% Pharmacy

Life Pharmacy Sylvia Park Limited49.0% Pharmacy

Life Pharmacy Trustee Company Limited100.0% Non-trading

Life Pharmacy Wall Street Dunedin Limited49.1% Pharmacy

Manawatu Pharmacies Limited49.0% Pharmacy

Manners Pharmacy (2016) Limited49.0% Pharmacy

Manukau Pharmacy (2011) Limited49.1% Pharmacy

Moorhouse Pharmacy 2003 Limited25.0% Pharmacy

Motueka Medical (2013) Limited100.0% Medical Centre

Napier X-Ray Limited 59.0% Medical Centre

Neptune Pharmacy (2017) Limited49.0% Pharmacy

New Lynn Pharmacy (2015) Limited48.8% Pharmacy

New Plymouth Pharmacy (2015) Limited49.1% Pharmacy

Northlands Pharmacy (2003) Limited49.6% Pharmacy

Onehunga Medical 2012 Limited100.0% Medical Centre

Onehunga Medical Pharmacy (2022) Limited49.6% Pharmacy

Palms Pharmacy (2013) Limited48.5% Pharmacy

Parklands Pharmacy (2015) Limited49.0% Pharmacy

Peak Primary Limited100.0% Non-trading

Pharmacy 277 Limited49.1% Pharmacy

Pharmacy B102 Limited48.5% Pharmacy

Pharmacy G101 Limited49.0% Pharmacy

Pharmacy J104 Limited49.0% Non-trading

Group entities

54
| GREEN CROSS HEALTH

Controlled entitiesHoldingActivity

Pharmacy L105 Limited49.0% Pharmacy

Pharmacy Management Limited100.0% Investment

Pharmacy N106 Limited49.0% Pharmacy

Pharmacy Store Holdings Limited100.0% Investment

Pharmacybrands Limited100.0% Non-trading

Pharmacybrands On-line Limited100.0% Non-trading

Plimmer Steps Pharmacy (2018) Limited49.0% Pharmacy

Queen Street Pharmacy (2015) Limited49.0% Non-trading

Radius Medical Limited100.0% Non-trading

Radius Medical Solutions Limited100.0% Non-trading

Radius Medical Whakatane Properties Limited100.0% Medical Centre Property

Radius Pharmacy Greenmeadows Limited49.0% Pharmacy

Radius Pharmacy Limited100.0% Franchisor and Investment

Radius Pharmacy Napier Limited48.8% Pharmacy

Radius Pharmacy Riccarton Limited49.0% Pharmacy

Radius Pharmacy Te Rapa Limited48.8% Pharmacy

Radius Pharmacy Upper Hutt Limited49.5% Pharmacy

Radius Pharmacy Waikanae Limited48.5% Pharmacy

Radius Pharmacy Wanganui Limited49.1% Pharmacy

Radius Ti Rakau Limited100.0% Medical Centre

Riccarton Mall Pharmacy 2000 Limited49.0% Pharmacy

Richmond Health Centre Limited85.0% Medical Centre

RPG Medicine Management Limited25.0% Pharmacy

Russell Street Pharmacy Hastings (2015) Limited48.5% Pharmacy

Shirley Pharmacy Limited100.0% Non-trading

Shore City Pharmacy (2010) Limited48.5% Pharmacy

Shore City Pharmacy Limited100.0% Non-trading

Silverstream Health Centre Limited 100.0% Medical Centre

Smart Pharmacy Limited100.0% Non-trading

St Heliers Health Centre Limited100.0% Medical Centre

St James Pharmacy (2015) Limited49.0% Non-trading

St Lukes Pharmacy Holdings Limited49.0% Pharmacy

Stokes Valley Pharmacy (2009) Limited48.5% Pharmacy

The Doctors (Coastcare) Limited100.0% Medical Centre

The Doctors (DFM) Limited100.0% Non-trading

The Doctors (Hastings) Limited71.2% Medical Centre

The Doctors (Huapai) Limited100.0% Medical Centre

The Doctors T Limited (previously known as The Doctors (Mt Roskill) Limited)100.0% Non-trading

The Doctors (Napier) Limited 59.0% Medical Centre

The Doctors (New Lynn) Limited53.7% Medical Centre

Group entities

(continued)

Annual Report 2022 |
55

Controlled entitiesHoldingActivity

The Doctors (Whangaparaoa) Limited100.0% Medical Centre

Timaru Pharmacy (2013) Limited48.5% Non-trading

Total Care Health Services Limited100.0% Health services

Total Health Doctors Limited100.0% Medical Centre

Tower Junction Pharmacy Limited48.5% Pharmacy

Trident Pharmacy (2017) Limited49.0% Pharmacy

Unichem Chemists (N.Z.) Limited100.0% Non-trading

Upper Hutt Health Centre Pharmacy Limited25.0% Pharmacy

Upper Riccarton Pharmacy Limited25.0% Non-trading

Waimauku Doctors Limited100.0% Medical Centre

Waiuku Medical Pharmacy (2010) Limited49.0% Pharmacy

Waiuku Pharmacy (2005) Limited100.0% Non-trading

Waiuku Pharmacy (2016) Limited48.6% Pharmacy

Walls & Roche Royal Oak Pharmacy Limited49.7% Pharmacy

Wellington Pharmacy (2016) Limited49.0% Pharmacy

West City Pharmacy (2010) Limited48.5% Pharmacy

Whakatane Pharmacies 2021 Limited49.4% Pharmacy

Willis Street Pharmacy Limited25.0% Pharmacy

Joint venture entities

Pharmacies Instore Limited 50.0%Non-trading

Associate entities

Accident & Medical Centre Quaymed Limited22.3% Medical Centre

Albany Family Medical Centre Limited50.0% Medical Centre

Huapai Pharmacy (2017) Limited25.1% Pharmacy

Pilldrop Software Limited25.0% Pharmacy

The Doctors (Green Lane) Limited30.0% Medical Centre

Team Medical at Kapiti Limited48.8% Medical Centre

The Doctors (Mangere) Limited27.6% Medical Centre

The Doctors (Massey Medical) Limited45.6% Medical Centre

Investments

Unichem Export Limited 1.0%Wholesale

Group entities

56
| GREEN CROSS HEALTH

Andrew Bagnall, Non-Executive Director

Andrew Bagnall holds a Commerce Degree from Otago University and a MBA from Michigan State University. Andrew

was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited (later

renamed Green Cross Health Limited) has continued to hold a significant shareholding in the merged entity.

In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing

Gullivers Travel Group which became the major distributor of wholesale and retail travel services in New Zealand.

Gullivers Travel Group was eventually listed on the New Zealand and Australian stock exchanges (ASX) and

was subsequently sold to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first

commercial retirement villages. Andrew now runs his own private investment company, Segoura, which manages

investments in various businesses. Andrew is also a Director of PowerShield Limited and he maintains a keen interest

in sports car racing.

Andrew was appointed as a Non-Executive Director of the Company in August 2009.

John Bolland, Non-Executive Director

John Bolland has more than 25 years experience in private equity, senior management and corporate finance. This

includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance and Audit &

Business Advisory. John holds a Bachelor of Commerce from the University of Auckland and is a Member of the New

Zealand Institute of Chartered Accountants. John is also a Director of PowerShield Limited.

John was appointed as a Non-Executive Director of the Company in August 2009.

Kim Ellis, Chair

During his business career Kim had wide Chief Executive experience and was best known for his 13 years at

the helm of Waste Management NZ Ltd, culminating in the company’s sale in 2006. During his tenure he led 40

acquisitions and built a successful business in Australia.

Earlier roles encompassed a number of market sectors including health, manufacturing, distribution, transport,

property, agriculture and fashion. Since 2006 Kim has been active in governance and is currently Chair of NZ Social

Infrastructure Fund; a Director of Port of Tauranga and FSF Management Company; and consultant to Envirowaste

Services. Kim holds first class honours degrees in Chemical Engineering and Economics.

Kim was appointed as Independent Chair of the Company in December 2019.

Board of Directors

As at 31 March 2022

Annual Report 2022 |
57

Peter Merton, Non-Executive Director

Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New

Zealand and overseas since the early 1980s.

His involvement with the company goes back to the late 1990s, and he played an active part in the initial industry

consolidation when Amcal and Unichem brands merged to form Pharmacybrands Limited, later renamed Green

Cross Health Limited.

Following the merger of Life Pharmacy Limited (LPL) with Pharmacybrands Limited in 2009 Peter assumed the

role of Chair of the Group, a role he held until December 2019 when he became a Non-Executive Director. He is

also a significant shareholder in the company through his interest in Cape Healthcare Limited. Peter has previously

held the roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director of EBOS Group

Limited.

Kenneth Orr, Independent Director

Kenneth Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies

in Northland. Kenneth was a former President of the NZ Pharmacy Guild, which represents the business interests of

community pharmacies. Kenneth was a forming director of Manaia PHO and now serves on the Audit, Risk & Finance

committee of Mahitahi Hauora that leads primary health care in Northland.

Kenneth joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director

of the Company in March 2012.

Carolyn Steele, Independent Director

Carolyn Steele is a director of WEL Networks Limited, Tuatahi First Fibre Limited, Oriens Capital GP 2 Limited, Vulcan

Steel Limited and chair of The Halberg Foundation. Until 2016, Carolyn was a Portfolio Manager at Guardians of New

Zealand Superannuation, the Crown entity managing the New Zealand Superannuation Fund. Prior to joining the

Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and Credit Suisse/First NZ Capital.

Carolyn was appointed as an Independent Director of the Company in June 2017.

Peter Williams, Independent Director

Peter Williams was appointed a Director of Green Cross Health in May 2017.

Peter is also a director of EBOS Group Ltd. Peter has over 20 years experience in healthcare being formerly an

executive of The Zuellig Group which has extensive healthcare interests in Asia Pacific.

NB - Craig Brockliss was appointed as Non-Executive Director post balance date.

Board of Directors

58
| GREEN CROSS HEALTH

Annual Report 2022 |
59

Corporate governance

For the year ended 31 March 2022

Corporate governance and the role of the Board of Directors

The Board understands the importance of good corporate governance in maximising the value of the Company.

Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,

including the NZX Corporate Governance Code.

The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework

within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated

authority for the day-to-day operations of Green Cross Health.

NZX corporate governance code

The Company has reviewed the 2020 NZX Corporate Governance Code and is in compliance with the majority of its

recommendations. The Company is working to ensure that it complies with the Code where practicable.

Compliance with the Principles of the Code is as follows:

Principle 1: Code of ethical behaviour

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

for these standards being followed throughout the organisation.

The Company has adopted formal Code of Ethics, Protected Disclosure and Securities Trading Policies, which are

available on the Company’s intranet for employees to access and are included in employee induction.

Further detail on the Code of Ethics and Securities Trading Policy is provided later in this Annual Report.

The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in

inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.

The Company did not make donations to any political party in the year.

Principle 2: Board composition and performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience

and perspectives.

Board charters and management responsibility

The Board operates under a written Charter and delegates authority to senior management, including the Group CEO

to run the day-to-day operations of the Company.

Director terms of appointment

The Company has signed written terms of appointment for all Directors. New Directors are provided terms of

appointment as they are appointed. Directors are not required to hold shares in the company as part of their appointment.

60
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Principle 2: Board composition and performance (continued)

Diversity policy

The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion of

thought within the Company.

The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose

collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.

The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the

evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to meet

the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees and

shareholders.

The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance). At this point,

the Company considers the objectives and measurement processes described within the policy are appropriate.

Disclosure of Board and key management gender diversity is provided later in this Annual Report.

Director, Board and Committee performance

Directors are expected to understand the Company’s operations and determine the professional development that

they require to undertake their duties. Senior management present to the Board on a regular basis on key matters

affecting the Company, enabling Directors to ask for further information and explanation as required.

The Board, led by the Chair, reviews Board (including Nominations Committee) and Director performance biennially

against the Board Charter in light of the Company’s changing operating conditions and make improvements to Board

processes and meetings when required changes in Board focus are identified. The last review was conducted in

March 2022.

The Committees (other than the Nominations Committee) annually review their performance against the Committee

Charters and report back to the Board.

Chair and CEO

The Company complies with the recommendation that the Chair is not the CEO.

Principle 3: Board committees

The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining

Board responsibility.

Board committees

For the year ended 31 March 2022, the Board had the following Committees:

• Audit and Risk Committee

• Nominations Committee

• Remuneration Committee

• Investment Committee.

These Committees operated under written Charters. Additional information on the role and makeup of these

Committees is provided elsewhere in this Annual Report.

Directors who are not members of Committees are welcome to attend meetings if they wish. The Company complies

with the recommendation that management only attends Committee meetings at the invitation of the Committee.

Annual Report 2022 |
61

Charters for all Committees are reviewed annually and are available on the Company’s website

(www.greencrosshealth.co.nz/governance).

Takeover protocols

The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a

takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters

arising from the proposal, including:

• Preparing the Company’s response to the proposal

• Engaging an independent advisor to advise on the merits of the proposal

• Making a recommendation to shareholders.

Principle 4: Reporting and disclosure

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

The Board has a written continuous disclosure policy.

The Company complies with the recommendation that Board and Committee Charters, Code of Ethics and other key

governance documents are available on the Company’s website. The Interim and audited Annual Reports are also

available on the website (www.greencrosshealth.co.nz/investors).

The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that

financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such as the

Company’s approach to risk management including health and safety, are included within this Annual Report. The

Board considers this level of disclosure appropriate at this time.

Principle 5: Remuneration

The remuneration of Directors and Executives should be transparent, fair and reasonable.

The Director fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally

benchmarked against market precedents. Retirement benefits and share options are not available for Directors.

Further disclosure of the details of Directors’ fees is included in the Other Annual Report Disclosures published in this

Annual Report.

The Company has a remuneration policy for Directors, Officers and all employees of the Company, which outlines

its remuneration practices. The remuneration policy is available on the Company’s website (www.greencrosshealth.

co.nz/governance).

The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer Group CEO

Remuneration under Other Annual Report Disclosures for the year.

The Company operates a share-based incentive scheme for certain Senior Managers, which is disclosed further in

Note 20 to the Financial Statements.

Principle 6: Risk management

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

Board regularly verifies that the issuer has appropriate processes that identify and manage potential and material

risks.

The Board is responsible for risk management and internal control and has a framework for identifying, assessing,

controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation and business

objectives.

Corporate governance

62
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Principle 6: Risk management (continued)

The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,

policies and procedures are effective and appropriate. The Company maintains a comprehensive Risk Register and

management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting

software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as

required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores,

providing medical treatment, and caring for clients in their homes, makes managing health and safety risks a

significant area of focus within the Group.

The Company is exposed to substantially the same economic, environmental, and social risks as similar businesses

operating in the same sectors in New Zealand. These risks include:

• Competitive pressure from traditional and disruptive competitor business models

• Ongoing impacts from COVID-19

• Labour cost escalation through Government policy changes and labour shortages in particular areas

• Regulatory changes

• Changes to Government and wider health sector funding models.

Principle 7: Auditors

The Board ensures the quality and independence of the external audit process with the Audit Committee charter

providing a framework for management of the relationship with the external auditor.

The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and of high

quality, including approving any non-audit services provided by the audit firm.

The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated at least every five

years. The lead audit partner was rotated prior to the 2022 external audit.

The Company does not have an internal audit function but via the Audit and Risk Committee and the Company’s

external audit process, looks to maintain and improve risk management and internal controls.

The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.

Principle 8: Shareholder rights and relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.

The Company has a website to enable stakeholder access to financial and governance information. Announcements

and Reports are currently available at www.greencrosshealth.co.nz/investors.

Communications from the Company are available electronically through the Company’s share registrar,

Computershare.

The Company fully complies with the following recommendations:

• Shareholders have the right to vote on major decisions

• One vote per share.

The Company issued its Notice of Annual Meeting 12 business days prior to the July 2021 Annual Shareholders’

Meeting. The Company expects to comply with the recommendation of issuance 20 business days prior to the

Annual Shareholders’ meeting going forward.

Directors and Officers of the Company attend the Annual Meeting and are available to answer questions

from shareholders.

Annual Report 2022 |
63

Board composition and structure

As at 31 March 2022, the Company’s Board structure consisted of three Directors associated with the two major

shareholders (who collectively hold 64% of the Company) together with four independent Directors, including an

independent Chair. The Company thereby had a majority of Independent Directors on the Board.

The non-independent Directors associated with the two major shareholders are John (Andrew) Bagnall, Peter Merton

and John Bolland. As at 31 March 2022, the independent Directors were Kim Ellis, Kenneth Orr, Carolyn Steele and

Peter Williams. The independent Directors are selected to ensure that the appropriate skills and experience required

are available to the Company.

In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual

meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by

the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.

The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary

information to participate in an informed discussion on all agenda items and effectively carry out their duties.

The Group CEO, Group CFO and key senior managers attend appropriate sections of Board meetings.

Board meetings

The following table outlines the number of Board meetings attended by Directors during the course of the 2022

financial year.

DirectorsMeetings heldMeetings attended

John (Andrew) Bagnall1614

John Bolland 1616

Kim Ellis1616

Peter Merton 1614

Kenneth Orr1616

Carolyn Steele1614

Peter Williams1616

Code of ethics

The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues,

establishes compliance standards and procedures, provides mechanisms to report unethical behaviour and provides

for disciplinary actions. The Code of Ethics policy is available on the Company’s website (www.greencrosshealth.

co.nz/governance).

Shareholder relations

The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can

access financial and operational information and key corporate governance information about the Company.

The Board will ensure that shareholders are informed of major developments affecting the Company.

Information is available through the Annual Reports and shareholders are able to participate at each Annual Meeting.

Any material information affecting the Company during the intervening period is announced to the financial markets via

the New Zealand Stock Exchange (NZX) and the Company website under the Board’s policy for continuous disclosure.

Corporate governance

64
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Insider trading guidelines

The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other

restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of

Green Cross Health must formally apply to the Group CFO for consent to trade the Company’s securities before

undertaking any sales or purchases.

The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other

restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within

five days of any trades being settled.

Board committees

For the year ended 31 March 2022, the Board operated four standing committees described as follows. The

Committees (other than the Nominations committee) annually review their performance against written charters and

report to the Board.

Nominations committee

This Committee comprises three non-independent Directors together with four independent Directors, who meet as

required to:

• Advise the Board on Director appointments, giving attention to the mix of skills, experience and other qualities

required.

• Facilitate ongoing Director training and development.

• Facilitate the regular evaluation of the board, its committees and the Directors.

Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive

remuneration.

The Nominations Committee’s performance is reviewed annually by the Board against its written charter,

contemporaneously with the Board’s self-review.

The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Peter Merton,

Kenneth Orr, Carolyn Steele and Peter Williams.

Remuneration committee

This Committee comprises one independent Director and two non-executive Directors, who meet as required to:

• Recommend to the Board the appointment and terms of employment of the Group CEO and Group CFO.

• Review and evaluate the performance of the Group CEO and Group CFO against KPIs including making

remuneration recommendations to the Board.

• Approve the appointment, and the conditions and terms of employment of the Group CEO’s direct reports

(excluding the Group CFO).

• Review and advise the Board on succession plans for the Group CEO and direct reports.

• Make recommendations to the Board with respect to non-executive and independent Director remuneration.

Annual Report 2022 |
65

Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive

remuneration.

The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton.

In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration

Committee having a majority of independent Directors, and Green Cross Health not being compliant with this

recommendation, the Board is of the view that the Remuneration Committee appropriately reflects the experience

required to carry out its responsibilities.

Audit and Risk committee

The Committee comprises two independent Directors and one non-independent Director. The Audit and Risk

Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the Group CFO attended as ex-officio members and external auditors by invitation of the

Chair. The Audit and Risk Committee also meet privately with the external auditors, that is, without management in

attendance. All Audit and Risk Committee members are financially literate, with at least one member having a financial

background.

The Committee met four times during the year. Its responsibilities include:

• Reviewing the scope and outcome of the external audit.

• Reviewing the annual and half yearly financial statements prior to approval by the Board.

• Approving the public releases of financial information.

• Assessing the performance of financial management and monitoring of material corporate risk assessments

and internal controls.

• Reporting the proceedings of each meeting to the Board.

• Making recommendations to the Board on the appointment of the external auditors, their independence and

their fees.

• Monitoring of material corporate risk and the internal controls instituted.

The composition of the Committee was Carolyn Steele (Chair), John Bolland and Kim Ellis.

DirectorsMeetings heldMeetings attended

John Bolland 44

Kim Ellis44

Carolyn Steele4 4

Corporate governance

66
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Investment committee

The Committee comprises three independent Directors and two non-independent Directors. The Investment

Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the Group CFO attended as ex-officio members. All Investment Committee members are

financially literate.

The Committee met three times during the year. Its responsibilities include:

• Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the

Board for larger acquisitions.

• Reviewing and approving capital expenditure as needed.

The composition of the Committee was Kenneth Orr (Chair), John Bolland, Kim Ellis, Peter Merton, and Carolyn Steele.

DirectorsMeetings heldMeetings attended

John Bolland33

Kim Ellis33

Peter Merton32

Kenneth Orr33

Carolyn Steele33

Organisation structure and financial control

The Board has delegated to the Group CEO the management responsibilities of the Company.

The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and

risk profile.

Gender and diversity

The following table set out a quantitative breakdown of the gender balance of the Directors and key personnel of the

Group as at 31 March 2022:

DirectorsKey management personnel

As at 31 March 2022

Female1 14%3 60%

Male6 86%2 40%

Total7 5

As at 31 March 2021

Female1 14%2 50%

Male6 86%2 50%

Total7 4

Annual Report 2022 |
67

68
| GREEN CROSS HEALTH

The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).

The Directors holding office during the year ended 31 March 2022 and the remuneration paid or payable to the Directors

is as follows:

DirectorsTotal Fees

$

John (Andrew) Bagnall35,000

John Bolland *+#67,500

Kim Ellis*+#120,000

Peter Merton+#35,000

Kenneth


Orr#

65,000

Carolyn Steele*#67,500

Peter Williams60,000

Total450,000

Payment allocations

Independent Chair120,000

Non-Executive Directors35,000

Independent Directors60,000

Chair of Audit & Risk Committee5,000

Chair of Investment Committee5,000

Independent Directors on Audit & Risk Committee and Investment Committee2,500

* = Audit & Risk Committee member

+ = Remuneration Committee member

# = Investment Committee member

Group CEO remuneration

The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI). The

STI is a maximum of 25% of current base salary and is based on quantitative criteria set annually for each financial year.

The LTI is a maximum of 23% of current base salary and is structured as a performance share rights scheme. Rights

vest based on achievement of an earnings per share target over a three year period, provided the Group CEO remains

employed on the vesting date.

Other annual report

disclosures

For the year ended 31 March 2022

Annual Report 2022 |
69

Employee remuneration

The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,

who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000

for the year ended 31 March 2022 is set out below:

Employee annual remuneration bands20222021

$100,000 - $109,9997258

$110,000 - $119,9994733

$120,000 - $129,9994535

$130,000 - $139,9993627

$140,000 - $149,9992113

$150,000 - $159,9991415

$160,000 - $169,9992621

$170,000 - $179,9992012

$180,000 - $189,9991515

$190,000 - $199,9991613

$200,000 - $209,999813

$210,000 - $219,99959

$220,000 - $229,999911

$230,000 - $239,99964

$240,000 - $249,99968

$250,000 - $259,99985

$260,000 - $269,99965

$270,000 - $279,99956

$280,000 - $289,99912

$290,000 - $299,99922

$300,000 - $309,99920

$310,000 - $319,99923

$320,000 - $329,99910

$330,000 - $339,99930

$340,000 - $349,99901

$350,000 - $359,99913

$360,000 - $369,99912

$370,000 - $379,99902

$390,000 - $399,99901

$400,000 - $409,99911

$420,000 - $429,99910

$430,000 - $439,99910

$450,000 - $459,99910

$470,000 - $479,99911

$600,000 - $609,99901

$780,000 - $789,99901

$810,000 - $819,99910

Former employees included in the above bands2822

Other annual report disclosures

70
| GREEN CROSS HEALTH

Donations

The Group made donations to the value of $12,760.

Directors’ shareholding and trades

The following table summarises:

(a) the number of shares in the Company held by Directors at 31 March 2022; and

(b) disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and

dispositions of relevant interests in shares in the Company during the year.

DirectorsHolding

1 Apr 2021

CancelledIssuedNet trades in

the period

Interest

ceased

Holding

31 Mar 2022

J A Bagnall (i)45,935,821---

-

45,935,821

P M Merton (ii)45,840,983---

-

45,840,983

K A Orr (iii)600,083---

-

600,083

C M Steele (iv)50,000---

-

50,000

P J Williams (v)45,840,983---45,840,983-

(i) J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully

paid ordinary shares in the company (shares are legally owned by LPL Trustee Limited).

(ii) P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%

shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid

ordinary shares in the Company owned by Cape Healthcare Limited.

(iii) K A Orr holds a beneficial interest of 600,083 fully paid ordinary shares in the Company (shares are legally

owned by Orrs Kaipara Pharmacies Limited and Orrs Pharmacies Limited).

(iv) C M Steele has a relevant interest in 50,000 fully paid ordinary shares in the Company.

(v) P J Williams ceased to be a Director of Cape Healthcare Limited during the year, thereby ceasing his

relevant interest in 45,840,983 fully paid ordinary shares owned by Cape Healthcare Limited.

Directors’ insurance

Green Cross Health Limited has insured all its Directors against liabilities to other parties that may arise from their

positions as Directors. The insurance does not cover liabilities arising from criminal actions.

Annual Report 2022 |
71

General disclosure of interest by Directors

(section 140(2) of the Companies Act 1993)

The Directors of the Company named below have made a general disclosure of interest by a general notice disclosed

to the Board and entered in the Company’s interest register. General notices of interest were given by these Directors

during the financial year ended 31 March 2022:

John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and

Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar Electronic

Board reporting system (Director and Shareholder), Powershield Limited (Director), major Shareholder or Director of

various unlisted or privately controlled companies.

John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director), Powershield

Limited (Director). Shareholder or Director of various unlisted or privately controlled companies.

Kim Ellis – Chair of NZ Social Infrastructure Fund; a Director of Port of Tauranga, FSF Management Company; and

consultant to Envirowaste Services.

Peter Merton – Cape Healthcare Limited (Director and Shareholder).

Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and

Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited

(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy

(Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies

Limited (Director and Shareholder).

Carolyn Steele – Chair of Halberg Foundation, Director of WEL Networks Limited, Oriens Capital GP 2 Limited,

Tuatahi First Fibre Limited and Vulcan Steel Limited.

Peter Williams – EBOS Group Limited.

Other annual report disclosures

Annual Report 2022 |
73

Shares and shareholding

The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2022 the

Company had on issue 143,152,759 equity securities (as defined by the Financial Markets Conduct Act 2013) being

143,152,759 fully paid ordinary shares.

The 20 largest registered holders of quoted equity securities as at 31 May 2022 were as follows:

NameHolding%

LPL TRUSTEE LIMITED45,935,821 32.09

CAPE HEALTHCARE LIMITED45,840,983 32.02

JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C>12,041,766 8.41

FNZ CUSTODIANS LIMITED4,686,264 3.27

CUSTODIAL SERVICES LIMITED <A/C 4>2,124,148 1.48

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT>1,729,260 1.21

GANET INVESTMENTS LIMITED1,627,979 1.14

CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD <CNOM90>1,025,571 0.72

BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD1,018,119 0.71

THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE <THOMAS & CAROLYN LAI

FAMILY A/C>994,985 0.70

FRANCES ANN VUKSICH850,000 0.59

ELIZABETH ANN MCAULAY687,022 0.48

PIERRE GORDON PIERCE COTTER537,050 0.38

JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN

<BEGOVIC FAMILY A/C>500,000 0.35

JANE STEWART DUNN500,000 0.35

FNZ CUSTODIANS LIMITED <DRP NZ A/C>467,201 0.33

ARTHUR HECTOR MCAULAY437,060 0.31

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>408,869 0.29

ORRS KAIPARA PHARMACIES LIMITED372,037 0.26

SEAJAY SECURITIES LIMITED314,496 0.22

Shareholder information

74
| GREEN CROSS HEALTH

Shares and shareholding (continued)

Substantial product holders

The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the

Financial Markets Authority Act 2013:

NameHolding%

LPL TRUSTEE LIMITED45,935,821 32.09

CAPE HEALTHCARE LIMITED45,840,983 32.02

WILTON ASSET MANAGEMENT LTD11,674,9428.16

Shareholding spread

Green Cross Health Limited’s shareholding spread as at 31 May 2022 is as follows:

Size of holdingHolders%Securities%

1 - 99935420.79158,822 0.11

1,000 - 9,99987651.472,905,169 2.04

10,000 - 99,99941324.2711,926,722 8.33

100,000 - 499,999442.598,063,078 5.63

500,000 - 999,99960.354,069,057 2.84

1,000,000 and over90.53116,029,911 81.05

Total1,702100.00143,152,759 100.00

Annual Report 2022 |
75

Registered office

Green Cross Health Limited

Millennium Centre

Ground Floor, Building B

602 Great South Road

Ellerslie, Auckland 1051

Telephone: +64 9 571 9080

Board

J A Bagnall

Non-Executive Director

J B Bolland

Non-Executive Director

C M Brockliss

Non-Executive Director

K R Ellis

Independent Chair

P M Merton

Non-Executive Director

K A Orr

Independent Director

C M Steele

Independent Director

P J Williams

Independent Director

Officers

Rachael Newfield Group CEO

Ben Doshi Group CFO /

Company Secretary

Auditor

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland Central

Auckland 1010

Bankers

Bank of New Zealand

80 Queen Street

Auckland Central

Auckland 1010

Websites

www.greencrosshealth.co.nz

www.access.org.nz

www.housecall.co.nz

www.lifepharmacy.co.nz

www.livingrewards.co.nz

www.pilldrop.co.nz

www.thedoctors.co.nz

www.unichem.co.nz

Investor relations

For investor relations enquiries:

Phone: 09 571 9088

Email: investor.relations@gxh.co.nz

Share registrar

Computershare Investor

Services Limited

Private Bag 92119

Auckland 1142

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Managing your

shareholding online:

To change your address, update

your payment instructions and

to view your registered details

including transactions, please visit:

www.investorcentre.com

General enquiries can be

directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8700

Facsimile: + 64 9 488 8787

Please assist our registrar by

quoting your CSN

or shareholder number.

Company directory

Green Cross Health Ltd
Millennium Centre

Ground Floor, Building B

602 Great South Road

Ellerslie, Auckland 1051

207899

Private Bag 11906

Ellerslie, Auckland 1542

www.greencrosshealth.co.nz

Working together

to support healthier

communities

---

NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2022 Annual Meeting of Shareholders of Green Cross Health

Limited (“the Company”) will be held at the Ellerslie Event Centre 80 Ascot Avenue

Greenlane Auckland on Monday, 25

th

of July 2022 at 2.30 pm.


BUSINESS:

A. Chair’s Address

B. Group Chief Executive Officer’s Address

C. Audited Financial Statements

D. Resolutions

To consider and, if thought fit, to pass the following ordinary resolutions:

1. That Craig Brockliss be elected as a Director of the Company

2. That John Bolland be re-elected as a Director of the Company

3. That Kim Ellis be re-elected as a Director of the Company

4. To authorise the Directors to fix the remuneration of the Auditor for the ensuing

year.

E. To consider any other matters that may be properly brought before the Annual

Meeting.

Proxies and voting

Any shareholder who is entitled to attend and vote at the meeting may instead appoint a

proxy to attend and vote on their behalf. The Chair of the Company is willing to act as proxy

for any shareholder who may wish to appoint him for that purpose. The Chair intends to vote

any undirected proxies in favour of the resolutions.

If you wish to appoint a proxy please complete the enclosed proxy form and mail to:

Computershare Investor Services limited

Private Bag 92119

Auckland 1142


2


Alternatively, you can complete a proxy form online at www.investorvote.co.nz. You will

need the Control Number (found on the Proxy Notice), your CSN/security holder number and

postcode or country of residence to vote online.

In either case, for your vote to be effective, your proxy must be received not less than 48

hours before the time of holding the meeting.

Note

Biographical information relating to the Directors standing for election and re-election at

the meeting can be found below.

Afternoon tea will be served at the conclusion of the meeting.

For and on behalf of the Board


Benjamin Doshi

Group Chief Financial Officer/Company Secretary


Dated: 27 June 2022



3


Biographical information relating to the Directors standing for

election and re-election:

Craig Brockliss

Non-Executive Director


Craig Brockliss is currently CEO of the Wilton Capital Group of

companies and has more than 20 years’ experience in business,

property and private equity investing. Wilton has significant

investment interests in New Zealand, the United States and in

the UK.

Wilton Capital has its origins in the pharmaceutical logistics

markets in New Zealand and Australia before diversifying into

other investments in 2001.

Wilton is currently the third largest shareholder in Green Cross Health.

Craig holds a Bachelor of Commerce and a Bachelor of Laws from the University of

Auckland and worked for Ernst and Young prior to joining the Wilton Group in 2001.


John Bolland

Non-Executive Director


John Bolland has more than 25 years experience in private

equity, senior management and corporate finance. This includes

14 years with Ernst & Young, where he had Partner level

responsibility in Corporate Finance and Audit & Business

Advisory. John holds a Bachelor of Commerce from the

University of Auckland and is a Member of the New Zealand

Institute of Chartered Accountants. John is also a Director of PowerShield Limited.


John was appointed as a Non-Executive Director of the Company in August 2009.

Kim Ellis

Chair


During his business career Kim had wide Chief Executive

experience and was best known for his 13 years at the helm of

Waste Management NZ Ltd, culminating in the company’s sale

in 2006. During his tenure he led 40 acquisitions and built a

successful business in Australia.

Earlier roles encompassed a number of market sectors including

health, manufacturing, distribution, transport, property,

agriculture and fashion. Since 2006 Kim has been active in governance and is currently

Chair of NZ Social Infrastructure Fund; a Director of Port of Tauranga and FSF Management

Company; and consultant to Envirowaste Services.


Kim holds first class honours degrees in Chemical Engineering and Economics.




NOTICE OF ANNUAL MEETING


Notice is hereby given that the 2022 Annual Meeting of Shareholders of Green Cross Health

Limited (“the Company”) will be held at the Ellerslie Event Centre 80 Ascot Avenue

Greenlane Auckland on Monday, 25

th

of July 2022 at 2.30 pm.


BUSINESS:

A. Chair’s Address

B. Group Chief Executive Officer’s Address

C. Audited Financial Statements

D. Resolutions

To consider and, if thought fit, to pass the following ordinary resolutions:

1. That Craig Brockliss be elected as a Director of the Company

2. That John Bolland be re-elected as a Director of the Company

3. That Kim Ellis be re-elected as a Director of the Company

4. To authorise the Directors to fix the remuneration of the Auditor for the ensuing

year.

E. To consider any other matters that may be properly brought before the Annual

Meeting.

Proxies and voting

Any shareholder who is entitled to attend and vote at the meeting may instead appoint a

proxy to attend and vote on their behalf. The Chair of the Company is willing to act as proxy

for any shareholder who may wish to appoint him for that purpose. The Chair intends to vote

any undirected proxies in favour of the resolutions.

If you wish to appoint a proxy please complete the enclosed proxy form and mail to:

Computershare Investor Services limited

Private Bag 92119

Auckland 1142





NOTICE OF ANNUAL MEETING


Notice is hereby given that the 2022 Annual Meeting of Shareholders of Green Cross Health

Limited (“the Company”) will be held at the Ellerslie Event Centre 80 Ascot Avenue

Greenlane Auckland on Monday, 25

th

of July 2022 at 2.30 pm.


BUSINESS:

A. Chair’s Address

B. Group Chief Executive Officer’s Address

C. Audited Financial Statements

D. Resolutions

To consider and, if thought fit, to pass the following ordinary resolutions:

1. That Craig Brockliss be elected as a Director of the Company

2. That John Bolland be re-elected as a Director of the Company

3. That Kim Ellis be re-elected as a Director of the Company

4. To authorise the Directors to fix the remuneration of the Auditor for the ensuing

year.

E. To consider any other matters that may be properly brought before the Annual

Meeting.

Proxies and voting

Any shareholder who is entitled to attend and vote at the meeting may instead appoint a

proxy to attend and vote on their behalf. The Chair of the Company is willing to act as proxy

for any shareholder who may wish to appoint him for that purpose. The Chair intends to vote

any undirected proxies in favour of the resolutions.

If you wish to appoint a proxy please complete the enclosed proxy form and mail to:

Computershare Investor Services limited

Private Bag 92119

Auckland 1142

---

Your secure access information
Control Number: CSN/Securityholder Number:

PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.

Go online to vote, or turn over to complete the form

Proxy/Voting Form

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

As a shareholder you may attend the meeting and vote, or you may appoint a

proxy to attend the meeting and vote on your behalf. A proxy can be any person

of the shareholder’s choice and does not have to be a shareholder. The Chair,

or any other Director, is willing to act as a proxy for any shareholder who

wishes to appoint him or her for that purpose. Any undirected votes in respect

of a resolution, where the Chair or any other Director is appointed proxy, will be

voted in favour of the relevant resolution, other than when he or she is

prohibited from voting on that resolution. To appoint a proxy, please enter the

name of your proxy in the space allocated in ‘Step 1’ overleaf of this form. If you

do not name a person as your proxy or your named proxy does not attend the

meeting, the Chair will be appointed your proxy and will vote in accordance with

your express direction (subject to any voting prohibitions), and any undirected

votes will be voted in accordance with the Chair’s discretion.

Voting of your holding

Direct your proxy how to vote or give the proxy discretion as to how to vote on

the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION

box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the

proxy shall act on a resolution the proxy will exercise the proxy’s discretion as

to whether to vote and, if so, how.

If you propose to ATTEND the Annual Meeting:

Bring this admission card, proxy form and voting instructions/ballot paper to the

share registry at the entrance to the meeting.

If you do NOT propose to attend the Annual Meeting:

Please complete and sign the proxy and voting instruction sections in ‘Step 1’

and ‘Step 2’ overleaf of this form, sign the form and return it to the share

registrar.

Signing Instructions for Postal Forms

Individual

Where a shareholder is an individual, this Voting/Proxy Form must be signed by

you or someone you authorise to sign for you.

Joint Holding

Where the holding is in more than one name, all of the shareholders should

sign (on behalf of all shareholders). In the case of joint shareholders, if the

shareholders appoint different proxies, the vote of the proxy appointed by the

first shareholder will be counted.

Power of Attorney

If the form is signed under a power of attorney, a certificate of non-revocation


must be completed and a certified copy of the power of attorney must be

produced to the company unless it has already been noted by the company.

Companies

This form must be signed by a duly authorised Director or duly authorised

officer or attorney. Please sign in the appropriate place and indicate the office

held.

Lodge your proxy

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

By Fax

+64 9 488 8787

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

For your proxy to be effective it must be received by 2:30pm on Saturday 23 July 2022

Green Cross Health Limited

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf

STEP 1

hereby appointof

or failing him/herof

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of

Green Cross Health Limited to be held at 2:30pm Monday, 25 July 2022, at the Ellerslie Event Centre, 80 Ascot Avenue, Greenlane, Auckland and at any adjournment

of that meeting and as my proxy thinks fit on any additional resolution or amendment to resolutions so as to give effect to my/our intention as set out below where possible.

I/We being a shareholder/s of Green Cross Health Limited

Voting Instructions/Voting Form

STEP 2

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.

Unless otherwise instructed, the proxy will vote as he/she thinks fit.

Signature of Securityholder(s) This section must be completed.

SIGN

or Sole Director/Director

Securityholder 1Securityholder 2Securityholder 3

Contact Name Contact Daytime Telephone Date

Ordinary Resolutions

1.

That Craig Brockliss be elected as a Director of the Company.

2.

That John Bolland be re-elected as a Director of the Company.

3.

That Kim Ellis be re-elected as a Director of the Company.

4.

To authorise the Directors to fix the remuneration of the Auditor for the ensuing year.

For

Against

Abstain

Proxy

Discretion

or Director (if more than one)

Annual Meeting of Shareholders of Green Cross Health Limited

to be held at 2:30pm, Monday, 25 July 2022, at the

Ellerslie Event Centre, 80 Ascot Avenue, Greenlane, Auckland.

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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.