Green Cross Health Limited 2022 Annual Report / NOM
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
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| 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
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| 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
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| 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.
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| 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
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| 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
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| 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
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| 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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