Sky Announces Full Year Results
1
Sky New Zealand
PO Box 9059
Newmarket
Auckland 1149
New Zealand
10 Panorama Road
Mt Wellington
Auckland 1060
New Zealand
T. +64 9 579 9999
25 August 2022
Sky Delivers Strong Result and Announces Capital Return and
Confident Commencement of Dividends
Sky Network Television Limited (Sky) has delivered a strong result for the 2022 financial year, driven
by a return to growth in core revenue, cost control and a clear focus on execution of strategy.
Sky has also provided an update on its capital management strategy, with Chair Philip Bowman saying:
“Sky is in a solid cash position resulting from strong and sustainable cash generation and the sale of
the Mt Wellington properties. In addition, we have an improved earnings outlook, and access to an
undrawn banking facility of $150 million.”
“Against this backdrop the Board has established a capital allocation framework that provides the
opportunity to return capital of approximately $70 million to shareholders and deliver a sustainable
dividend whilst also reinvesting in the business to support future growth and value creation.”
Key points of today’s announcement:
Customer relationships grow to 990,761 (+4%)
Revenue growth of $24.9 million to $736.1 million (+4%), fuelled by increase in core subscription
revenue and growth in average revenue per user (ARPU) for both Sky Box and Streaming
The strong cost focus delivers $35 million of permanent and one-off operating cost savings in line
with Sky’s December guidance update
EBITDA of $169.0 million ($153.7 million adjusted for one-offs including $14.0 million gain on
property sale)
Reported NPAT of $62.2 million (+41%) / Adjusted NPAT
1
of $49.2 million (+12%), above the
guidance range
Confident return to paying dividends with a fully imputed final dividend of 7.3 cents
per share
(60% of Free Cash Flow
2
).
1
Adjusted NPAT has been provided as this gives a useful comparison for evaluating the underlying performance of the
business as it adjusts for one-off items, including the gain on sale of the property. A reconciliation to GAAP is available in
the Financial Overview of Sky’s 2022 Annual Report.
2
Free Cash Flow is defined as net cash from operating activities, less net cash used in investing activities, less payments for
lease liability principal, and excludes proceeds from sale of Mt Wellington properties. 60% ratio is based on smoothed cash
flow across the year.
Commenting on the results, Chief Executive Sophie Moloney said: “This strong result delivers on the
promise that Sky has reached a positive inflection point, with the trends we reported in the first six
months now firmly established.”
“Our focus on what matters most – our Customers, Content, Crew and Capability – is achieving results,
and, encouragingly, means we outperformed against a number of our FY22 targets as the team
continued to deliver for our customers, partners and investors.
Customers
Sky’s customer relationships grew by 4%, led by strong gains in Streaming, including 14% growth in
Neon and an impressive 53% growth in Sky Sport Now (cementing its position as the #1 streaming
sports app for regular and casual sports fans). While Sky Box customer numbers are down 4.5%, Sky’s
more deliberate acquisition strategy (designed to reduce early tenure churn and no longer involving
deep discounts) is starting to pay off and is expected to deliver valuable improvements in churn and
Sky Box revenue. Sky Broadband customers were close to 18,000 after the first full year in market,
achieving the targeted attachment rate to Sky Box of 3.3%.
Sophie Moloney commented: “The launch of the new hybrid Sky Box is a transformational moment
for Sky, delivering unmatched choice and ease for our customers. Feedback from customers involved
throughout the development process has been overwhelmingly positive, and we can’t wait to share it
with more New Zealanders. At the same time, our crew have been busy developing options to meet
the particular needs of our customers on the soon-to-close Vodafone TV service, and we look forward
to welcoming these customers to a total Sky experience.”
Content
“Sky’s unmatched line-up of sport and entertainment content plays a significant role in attracting new
customers and keeping them engaged. We are delighted to have won and renewed a number of key
content rights during FY22. These include important wins like the Premier League which returned to
Sky’s screens earlier this month and is already making a positive impact on customer engagement, as
well as securing great content from ViacomCBS (now Paramount) and WarnerMedia as part of our
extensive entertainment offering.”
“While our programming costs line is significant, content is at the core of our business. As the ultimate
aggregator of the biggest bundle of content in the New Zealand market, it’s the power of our platform
(across Sky Box, streaming, Sky Business and free-to-air) that enables us to maximise the value of this
investment, and at the same time deliver value for our customers and rewarding relationships for our
partners.”
Financial
Revenue growth of 4% to $736.1 million was driven by strong growth in Streaming of 27%, continued
improvement in Sky Box revenue decline from 8.6% in FY21 to 3.4% in FY22, an initial contribution
from Sky Broadband, and continued recovery in Commercial and Advertising revenues.
“It is very pleasing to demonstrate that the return to revenue uplift we reported at our interim results
has translated to full year growth, with an improving trend in Sky Box, and all other revenue lines
having grown. Importantly, this result also included increases in average revenue per user (ARPU)
across both Sky Box and Streaming,” said Sophie Moloney.
Other income increased by 7% and included the $14.0 million gain from the sale of Sky’s Mt Wellington
properties (for $56.0 million) which completed in March 2022.
“While the 2022 financial year included an expected step-up in sports and entertainment
programming costs, our wide-ranging cost review announced in December 2021 identified total
potential cost savings of $40 to $45 million, and we have delivered on that promise with today’s result
having realised savings of $42 million across opex and capex. Our focus on costs remains and whilst
investment to fuel future growth will involve increased operational and capex spending - including for
the rollout of the new Sky Box to customers - this will be partly off-set through further permanent
savings already in our sights.”
Reported NPAT increased to $62.2 million (+41%) with Adjusted NPAT of $49.2 million (+12%), above
the guidance range.
Capital Management
As previously indicated, the Board and Management have undertaken a detailed review of Sky’s
capital management strategy, taking into consideration likely capital needs, opportunities to invest to
drive future growth as well as future performance projections.
All capital return options were reviewed and after careful consideration, including taking into account
shareholder feedback and input from advisors, the Board will propose to the 2022 Annual Shareholder
Meeting a return of capital of approximately $70 million through a Court sanctioned pro rata share
cancellation – a return of approximately 40 cents per share held on the record date to shareholders
(subject to rounding)
3
.
This approach was selected as the most appropriate way to return a significant sum to shareholders,
offering a fair and efficient mechanism that treats all shareholders equally.
The Board has also approved a final dividend of 7.3 cents per share (fully imputed), equivalent to 60%
of Free Cash Flow
2
, to be paid on 23 September 2022.
Philip Bowman thanked shareholders for their support, noting that: “Not only have we made good
progress against strategy, but improved financial performance combined with greater confidence in
the future has allowed the Board to declare the final dividend for FY22 as well as the capital return.”
"These initiatives strike a careful balance between returning surplus capital, providing an income
stream to shareholders, and retaining the flexibility to invest for future growth.”
3
The capital return will result in the cancellation of shares, with shareholders receiving payment for each share cancelled.
The price per share cancelled and cancellation ratio will be determined closer to the time, and are expected to be set such
that, where no rounding is applied to a shareholder, that shareholder will receive 40 cents per share held on the record
date. Fractional entitlements will be rounded, such that shareholders may receive more, or less, than 40 cents per share
held on the record date where rounding is applied to them.
An indicative timetable and key facts regarding the return are included at the end of this release and
further information will be provided in the Notice of Meeting which will be sent to shareholders in
advance of Sky’s Annual Meeting to be held on 2 November 2022.
Outlook
Sky expects to see continued growth in customer numbers and revenue. While FY23 will include the
anticipated increase in programming costs, this will be partly offset by the full year benefit of FY22
permanent cost savings and next phase of cost reduction measures. Capital investment will increase
largely due to the roll-out of the new Sky Box and is likely to remain elevated in FY24 before reducing
thereafter.
In addition to the investment in the new Sky Box roll-out, FY23 will see Sky invest further to fuel growth
through continuing the digital transformation of its technology platform, enhancing data analytics
capabilities, developing digital engagement channels and expanding its capability in advertising.
Sky has released guidance for FY23 including Revenue of $750 to $770 million; EBITDA of $150 to $170
million (midpoint of 4.1% above FY22 EBITDA on a normalised basis); NPAT of $50 to $60 million and
Capex of $60 to $75 million.
Sky’s balance sheet, supported by an undrawn bank facility of $150 million, is expected to remain
strong following the return of capital. Based on delivery of the recent guidance referenced above, the
Board anticipates paying FY23 dividends at the upper end of the target pay out range of 50% to 80%
of Free Cash Flow (excluding one-offs), and expects total dividends in the range of $17 to $23 million
in FY23.
Sophie Moloney said: “While there are clear economic headwinds in the current financial year, we are
looking with confidence to FY24 and beyond, as we move beyond this inflection point and position the
business to capture the opportunities that are firmly within our sights.”
ENDS
Authorised by: Sophie Moloney, Chief Executive Officer
Sky will hold a webcast briefing at 10:30am (NZT) to discuss the results. Details on how to participate
are available here: https://www.nzx.com/announcements/396146
Investor queries to: Media queries to:
Tom Gordon Chris Major
Chief Financial Officer Chief Corporate Affairs Officer
+64 21 190 0828 +64 29 917 6127
tom.gordon@sky.co.nz chris.major@sky.co.nz
Additional information regarding the proposed return of capital to shareholders
Key facts:
Total cash return to shareholders of approximately $70 million expected in late November 2022.
Capital return to take place by way of a High Court approved scheme of arrangement with
shareholder approval being sought at Sky’s Annual Meeting on 2 November 2022.
Sky will seek a binding ruling from the Commissioner of Inland Revenue to confirm the proposed
return of capital is not in lieu of a dividend. A class ruling from the Australian Taxation Office
(ATO) will also be sought.
The capital return will result in the cancellation of shares, with shareholders receiving payment
for each share cancelled. The price and cancellation ratio will be determined closer to the time.
The capital return will not alter shareholders’ proportionate shareholding in the Company or
future voting and distribution rights.
Sky shareholders will receive more information regarding the capital return in the Notice of
Meeting that is expected to be released in October.
Indicative timetable:
EVENT DATE
Notice of meeting distributed October
Annual Meeting/shareholder vote 2 November 2022
Final orders made by High Court mid-November 2022
Payment to shareholders late-November 2022
*
Dates above are indicative only.
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Sky Network Television Limited
Reporting Period 12 months to 30 June 2022
Previous Reporting Period 12 months to 30 June 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$736,111 3.5% increase
Total Revenue $736,111 3.5% increase
Net profit/(loss) from
continuing operations
$62,145 41.4% increase
Total net profit/(loss) $62,212 40.5% increase
Final Dividend
Amount per Quoted Equity
Security
$0.073
Imputed amount per Quoted
Equity Security
$0.02838889
Record Date 9 September 2022
Dividend Payment Date 23 September 2022
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$ 1.1124 $0.6312
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For further explanation refer to the financial commentary and
audited financial statements attached.
Authority for this announcement
Name of person
authorised
to make this announcement
Tom Gordon
Contact person for this
announcement
Tom Gordon
Contact phone number
+64 21 1900 828
Contact email address Tom.Gordon@sky.co.nz
Date of release through MAP
25/08/2022
Audited financial statements accompany this announcement.
---
Distribution Notice
Updated as at June 2022
Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)
Section 1: Issuer information
Name of issuer Sky Network Television Limited
Financial product name/description Ordinary Shares
NZX ticker code SKT
ISIN (If unknown, check on NZX
website)
NZDKTE0001S6
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 09/09/2022
Ex-Date (one business day before the
Record Date)
08/09/2022
Payment date (and allotment date for
DRP)
23/09/2022
Total monies associated with the
distribution
$12,752,248
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution $0.10138889
Gross taxable amount $0.10138889
Total cash distribution $0.07300000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount $0.01288235
Section 3: Imputation credits and Resident Withholding Tax
Is the distribution imputed
Fully imputed X
Partial imputation
No imputation
If fully or partially imputed, please
state imputation rate as % applied
28%
Imputation tax credits per financial
product
$0.02838889
Resident Withholding Tax per
financial product
$0.00506944
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Tom Gordon
Contact person for this
announcement
Tom Gordon
Contact phone number +64 211 900 828
Contact email address tom.gordon@sky.co.nz
Date of release through MAP
25/08/2022
---
2022 ANNUAL REPORT
YOUR
Contents
Chairman’s Letter
CEO Update
FY22 At a Glance
Our Strategy
Our Priorities
Sustainability and Sky for Good
Board of Directors
Financials
Other Information
02
04
09
11
12
35
40
42
105
FRONT COVER IMAGE:
Teen Titans Go!
all to myself
Léla's Mum gets her set up
on the iPad so she can watch
her favourite content.
Never miss a moment
With Sky Sport Now, no matter
where he is, Scott's always
got the score. Even while doing
the housework, supposedly.
Sky / 2022 Annual Report
1
Chairman’s
Letter
Philip Bowman
Independent Chairman
Our company has ended the financial year
in a much-improved position due to the
hard work by Management and all the
Sky team over the last twelve months.
The strong results for the year were driven by
a return to growth in core revenue, a continued
focus on cost control, and an ongoing
emphasis to build enduring relationships
with content partners and secure the
content that our customers want to view.
Against a difficult macroeconomic outlook
globally, Sky’s balance sheet ended the year
with no borrowings, significant cash on hand
(including the proceeds from the sale of
our Mt Wellington campus), supported by a
business delivering healthy free cashflow.
The Board and Management took time
to explore Sky’s capital management
strategy in the context of available growth
initiatives. These included the evaluation of
a possible acquisition of MediaWorks, which
we subsequently chose not to pursue.
Not only have we made good progress against
strategy, but improved financial performance
combined with greater confidence in the
future has allowed the Board to declare a
final dividend for FY22 of 7.3 cents per share
payable in late September. In addition, the
Board will propose to the Annual Shareholder
Meeting a return of capital of approximately
$70 million, using the mechanism of a Court
sanctioned pro rata share cancellation.
Further detail on the return of capital will be
provided in Sky’s notice of annual meeting.
These initiatives strike a careful balance
between returning surplus capital, providing an
income stream to shareholders, and retaining
the flexibility to invest for future growth.
Welcome to Sky’s
Annual Report for 2022.
2
The momentum within the business as we
entered the new financial year should deliver
continued growth in customer numbers
and revenue to underpin delivery of further
progress against our strategy in FY23. Whilst
there will be an increase in programming
costs due to recent rights renewals, these
will in part be mitigated by Management’s
ongoing focus on cost reduction opportunities.
Capital investment will increase over
recent levels as we deploy the new Sky Box
and other products on the roadmap.
FY23 will also be a crucial year for the business,
requiring the successful delivery of the new Sky
Box, further investment in growth initiatives,
including strengthening our advertising
credentials, and continued enhancements to
our technology and data analytics to improve
customer experience even further. Excellence
in execution will be key, especially against the
local economy which continues to feel the
impacts of COVID-19 restrictions, a shortage
of skilled workers, escalation in wage, salary
and other input costs, as well as the rapidly
rising cost of living. We remain alert to the
unexpected headwinds that may arise from
the current economic challenges facing
New Zealand consumers and businesses.
Sophie and her leadership team are highly
focused on the task ahead. Delivering on the
year’s goals will take a lot of hard work and
an absolute determination to continue to
transform Sky to meet competitive pressures.
The team have demonstrated their ability to
overcome challenges, and to deliver improved
results over the past two years, giving the
Board confidence that Sky will continue to
build on the positive momentum of FY22.
In closing, I would like to extend my thanks
to the Board for their time, challenge, and
contribution over the past year, and to
formally welcome Mark Buckman who joined
us as a Director in March. Geraldine McBride
will stand down from the Board at the time
of the Annual Shareholder Meeting, and I
would like to recognise her service to Sky
over the past nine years. The Board also
wishes to thank Sophie and her leadership
team for the value that their efforts and
commitment has delivered to shareholders.
My final words are reserved for you, our
investors. We value your support and
acknowledge that it has been a long road
back from the nadir of the capital raise to
the much-improved position we are in today.
Thank you for your belief in Sky through
these difficult times. Having declared our
first dividend for several years, the Board
is committed to delivering increased
dividends based on growth in free cash flow
in line with the policy that we previously
announced. Going forward, we will look
to pay approximately 40% of the annual
dividend by way of an Interim distribution,
in accordance with the dividend policy.
I look forward to meeting with a number of
you in person and having the opportunity
to address all shareholders further at the
Annual Shareholder Meeting on 2 November.
Philip Bowman
Independent Chairman
3
Sky / 2022 Annual Report
3
4
CEO’s
Update
At the Interim Results in February I talked
about Sky being at a positive inflection
point in terms of our top-line growth.
I’m delighted to demonstrate that
this positive trend is firmly established
and gaining momentum - with more
opportunity ahead of us, as we deliver on
key projects such as the new Sky Box.
Dear Shareholders,
It is my pleasure to
report to you on our
progress in the past
financial year, and to
highlight our plans for
FY23. Today’s results
reflect the hard work
of the Sky team, and
we are proud to share
this update with you,
our owners.
Sophie Moloney
Chief Executive Officer
4
Sky / 2022 Annual Report
55
My team and I are firmly focused on execution
and FY22 has seen a number of important
milestones achieved as a result. Critically, our
return to revenue growth – for the first time
in six years – is a strong sign of the appeal
of Sky’s content and the turnaround we’ve
achieved. Of note:
• We’re stabilising our Sky Box revenue, driven by
improving customer tenure and average revenue
per user (ARPU) growth
• We achieved impressive growth in streaming from
Neon and more so in Sky Sport Now, which is really
hitting its straps and is a clear #1 in sports streaming
in Aotearoa New Zealand
• We are seeing the start of the recovery in our
Sky Commercial Business as our hospitality and
accommodation customers emerge from a
challenging period.
This positive progress is supported by a sharp focus on
costs as we deliver on the commitments made in our
7 December 2021 guidance upgrade. Those include
locking in permanent cost savings through spending more
effectively and making reductions where that makes sense.
As a result, we are pleased to report that Sky has delivered
against our increased guidance forecasts, with revenue
of $736.1 million and reported net profit after tax (NPAT)
of $62.2 million. When adjusted for the impact of one-
offs, including a $14 million gain from the sale of our Mt
Wellington properties, our NPAT of $49.2 million is still
slightly above the top of the guidance range.
As the Chair notes, the result of our focused
effort has been a faster return to sustainable
free cash flow levels that now underpins
the return to dividends and will drive future
growth in shareholder returns.
We are grateful for your support while we ‘righted the ship’
and returned Sky to this positive position but, there remains
more to do.
Sky / 2022 Annual Report
6
This year we have been executing at pace on our strategic plan:
We talk often about what we’re here for: to connect our customers with the sport
and entertainment they love, in ways that work for them, right across the country.
We do that across just over 990k customer relationships and we are firmly focused
on serving even more New Zealanders in FY23 – and serving them well.
There are four pillars that drive the execution of our plan (as set out in
more detail on the following pages), alongside our ‘bedrock’ of rapid and
sustained execution to meet or exceed our key performance targets, and
continuing to be a responsible, adaptive and profitable business:
Customer
Our customers are what matter
most, and in the past 12 months
we have further increased our
focus on meeting their needs,
by securing the content they
care about (as highlighted
further below) and by improving
our products and services:
• The launch of our
transformational new Sky
Box is imminent, reinforcing
Sky’s position as the preferred
aggregator platform in
New Zealand, reliably
delivering Sky content, free-
to-air channels and favourite
apps all in one, easy place.
• We have also invested in
the continued growth of
our streaming services, with
the new Sky Sport Now
platform launched earlier this
week, offering an enhanced
experience for our customers.
• Sky Broadband continues to
deliver on our ‘untelco-like’
customer promise, offering a
great service to our customers.
We have started to report
our Sky Broadband numbers
in our Results, and the good
news is that the attachment
rate is in line with the internal
target we set - but, of course,
we want to see more of our
Sky Box customers enjoying
this quality service.
• This year we have reinforced
the importance of our free-to-
air channel Prime. Our goal is
to meet all New Zealanders
wherever they are, and having a
strong, advertising-supported,
free-to-air offering alongside
our suite of paid services
allows us to do that. The
strong viewership of the recent
Birmingham Commonwealth
Games on Sky, Sky Sport Now
and Prime is a great example
of this approach in action.
Content
One of the challenges of writing
a concise Annual Report is
trying to fully capture the depth
and breadth of our great sport
and entertainment content!
As we set out on page 20, our
combined content offering is
unmatched in this market.
Each week I am reminded about
the power and the joy of being
‘customer segment’ focused, as
we look at our viewership data and
see the clear differences between
those customers happily consuming
and recording linear content via
the Sky Box and those on our
digital streaming services, including
Sky Go. From an entertainment
programming perspective, while
a wonderful ‘procedural’ like Vera
happily wins out week-on-week
during recent months on the Box,
Love Island UK has been the recent
winner on the streaming side. This
serves to confirm the power of our
insights and our platform to meet
customers’ viewing needs whatever
their life stage and preferences.
We continue to focus on securing
the rights that matter to our
customers. In the past year this has
included important wins like the
Premier League as well as securing
great entertainment content
from NBCUniversal, Paramount
and WarnerMedia. Of course,
the content market is an ever-
changing landscape and, due to
our aggregator platform strength,
we continue to be confident about
the value we can offer to partners
and customers, including the
opportunity for bundling direct-
to-consumer apps with our core
services, as well as bundling content
packages, in innovative ways.
On the local front, we are proud of
the work of our talented team at
Sky Originals (with more details set
out on page 25), and grateful for
our partnerships with NZ on Air, the
New Zealand Film Commission and
Te Māngai Pāho. Telling local stories
and supporting the local creative
sector are important to us, and a
core part of being a Kiwi company.
Crew
My team and I are driven by our
promise to make Sky a productive
place for our crew to do their best
work. In the past year we have put
a greater emphasis on leadership,
operating in a more ‘agile’ way and
supporting hybrid working habits.
We’ve made some positive progress,
but the journey is ongoing.
I am immensely proud of our teams
for their work this year and I’m
Sky / 2022 Annual Report
77
grateful to every crew member
who has strived to deliver for our
customers every day – sometimes
in tough circumstances.
As set out on page 32, it is
noteworthy that despite COVID-19
interruptions and restrictions
(including extended periods of
working from home), an intense
year of technology development,
and periods of change and
disruption (including moving to
new premises), our teams delivered
great content to our customers
24 hours a day, 365 days of the year.
Capability
When we talk about ‘capability’,
we mean deploying the right
technology and data solutions
(both our own and those
provided by our partners) to
deliver for our customers.
Our strategy is two-fold; invest
in our own capability where that
makes sense, and work with
excellent partners when they
can bring more to the table.
We have made some good
progress in FY22, but there is
more to be done. In FY23 we will
make targeted investments in
our digital advertising capability
so that we can achieve a more
meaningful share of New Zealand’s
significant advertising pie in the
years to come, alongside further
targeted investment to enable
more sophisticated data analytics
and insights.
Sustainability – and
using Sky ‘for Good’
I made a commitment in my letter
last year that we would make more
meaningful progress in this area
in FY22, and I’m pleased to report
that we are well on the journey.
We outline on page 37 the steps
we are taking to monitor and
manage our environmental
footprint (including signing
up with highly-regarded Toitū
Envirocare to ensure our process is
robust), and we continue to make
meaningful contributions to the
communities in which we operate.
It is a pleasure to share our Sky
for Good story with you, and I
am committed to building on this
work as we continue our journey.
Looking ahead
We are enthused and optimistic
about the coming year, but there
is also hard work to be done. My
leadership team and I are very clear
that FY23 is a year of delivery:
• We will deliver the new Sky
Box to our customers.
• We will maintain our sharp focus
on costs to ensure we can keep
making the content choices we
know matter to our customers.
• We will invest for future growth,
including more capex to come
with the Sky Box project in
particular, as we roll out boxes
to customers across the country.
• We will deliver new pricing and
packaging to continue to meet
the needs of customers at all
life stages.
• We will lean in on our crew
initiatives and focus on
improving engagement
following a disruptive year.
• And we will invest in data
and technology, to power
decisions, lift capability and
enable new revenue streams
(including in advertising)
to fuel future growth.
My summary of FY22 is that
momentum is building, and
that it’s an exciting time to be
at Sky. Our sights are firmly on
FY24 and beyond, as we move
through this inflection point and
position the business to capture
the opportunities we see ahead.
We couldn’t do it without a
number of key people:
• Our Board, and particularly
Chair Philip Bowman, whose
support and guidance is
valued and always on point.
• My strengthened leadership
team, who have added
much capability and drive
to achieve our strategy.
• Our valued content and
business partners.
• Our hard-working Sky crew,
who strive every day to
deliver for our customers.
• Our customers, including the
lovely group of customers who
participated in our photo shoot
for today’s Annual Report.
Thank you for your business,
your loyalty, and your feedback.
• And you, our investors, for the
confidence you have shown in us,
and at times your patience too.
It continues to be a privilege to
lead Sky at this time, and I look
to FY23 with excitement, energy
and determination.
Ngā mihi nui,
Sophie Maloney
CEO
Sky / 2022 Annual Report
Mixing my favourite
things to do
Kids parked in front of
Nickelodeon, Vibe on in
the kitchen. Welcome to
Charlotte's happy place.
8
REVENUE
$M
736.1
4%4%
TOTAL CUSTOMER
RELATIONSHIPS
990,761
SKY BOX
CUSTOMERS
529,521
EBITDA
$M
169.0
6%
DIVIDEND
(CENTS PER SHARE)
7.3
NPAT
$M
62.2
41%
STREAMING
CUSTOMERS
436,388
FY22 at a glance
FinancialCustomer
9
Sky / 2022 Annual Report
9
Adjusted 15%
Adjusted 12%
10
11
We connect New Zealanders with the sport
and entertainment they love, in ways that
work for them, right across the country.
Rapid and sustained execution to meet or
exceed our key results and continue to be a
responsible, adaptive and profitable business.
Our Customers
Nurture and
grow our
customer
relationships
CUSTOMERS
1
Create and
secure the
best sport and
entertainment
for our
customers
CONTENT
2
CREW
Be a place
where our
crew can
do their
best work
3
CAPABILITY
Develop
or partner
for the
best tech
and data
outcomes
4
WHAT MATTERS MOST?
WHAT DO WE DO?
WHAT WE’RE FOCUSING ON
THE ‘BEDROCK’ OF OUR BUSINESS
Sky / 2022 Annual Report
11
1
Developed from the L.E.K NZ Marketing Sizing study
With greater customer centricity
and empathy we’re making it
easy for more New Zealanders to
be entertained in the ways they
want. Whether that’s a family
night in with Sky Box, catching
the game with mates at the pub,
streaming a favourite show on
the go, or watching a new Sky
Originals show free on Prime.
Customer centricity
starts with a deep
understanding of our
customers, their lives
and their needs.
Our life stage segmentation model
1
helps us understand where we are
today and where the spaces are
for growth. We have five different
segments – Native Streamers,
Heartland Champions, Budget
Conscious Families, Connected
Nesters, and Aspiring Families.
Each segment has unique needs,
behaviours and opportunities and
the framework is a valuable tool
that helps us to create customer
strategies that meet (and ideally
exceed) the expectations of these
consumer groups. We use this
framework to guide customer-
facing initiatives in designing
new products, personalising our
customer experiences, creating
content optimisation strategies
and targeted marketing.
Customers
Our customers are what matter most. We’re focused on connecting
them with great sport and entertainment, in ways that work for
them – wherever they are, and at whatever stage of life. In recent
years we have expanded the number of ways for customers to
be entertained with Sky (and with more to come!), which in turn
delivers on subscriber and engagement growth for Sky.
1
Understanding our customers
12
As the ultimate aggregator of
the biggest bundle of content
in the New Zealand market, it’s
the ‘power of our platform’ that
enables Sky to maximise our
content investments to meet our
broad range of customer needs.
How do we do that? We meet
New Zealanders, wherever they are:
• From the powerful reach of our advertising-
supported, free-to-air channel Prime
• Through to our commercial customers (including
pubs and clubs, hotels and motels, and gyms),
offering another way for New Zealanders
to enjoy and discover Sky content
• Then of course the ease and reliability of our
existing Sky Box, as well as the impending arrival
of our exciting new Sky Box, with its transformed
viewing experience and access to favourite
apps alongside Sky and free-to-air content
• And our streaming products Neon and Sky
Sport Now – which are continually improving
and attracting new audiences.
Read on for more details on how we
connect New Zealanders with the sport
and entertainment they love, in ways that
work for them, right across the country.
Meeting New Zealanders,
wherever they are
Sky / 2022 Annual Report
13
Sky / 2022 Annual Report
The new Sky Box is the most transformational
product we’ve launched since we delivered
MySky in 2007. It will deliver a significant
step up in viewing experience, and we
can’t wait to offer it to our customers.
The development process started back
in 2020 when we began talking to 6,000
customers in our Sky Nation panel about
what they would want to see in the product.
Customer feedback has informed every step
of the journey, including the design of the
experience, the customer messaging, as well
as Sky Rewards offers for our loyal customers.
The new Sky Box is much more than a
box upgrade – it’s the centre of Sky’s new
connected entertainment experience. It brings
together Sky TV, on demand programmes
and streaming apps all in one place, with
access via a personalised home screen and
one remote – making it easy for our customers
to find the shows and sports they love.
The hybrid box combines the reliability of
satellite TV with the flexibility of internet-
delivered on-demand content and streaming
apps to create a customised experience.
We have a dedicated team working on
the box alongside our global partners
and we’re looking forward to it being
in market later this calendar year.
Sky Box customers
Our valued Sky Box customers
make up 53% of our customer base,
and in FY22 they accounted for
a significant 70% of our revenue,
including an increase in average
revenue per customer (ARPU).
It’s been pleasing to see the continued
reduction in churn in our Sky Box customer
base this financial year and we are striving to
improve this further by focusing on delivering
excellent experiences for customers, and
by refining our acquisition and retention
strategies and our customer value plans.
New Sky Box
14
There's lots to
love about the
new Sky Box.
All in one.
The best of Sky Satellite
TV, On Demand and
streaming.
1TB Hard Drive.
With MySky you can
record and keep more
of what you love.
Voice Remote.
Talk to Google to
control your TV
using your voice.
Watch on any screen.
With Sky Go, switch
between screens
from TV to mobile.
With greater emphasis on retention amongst
our loyal Sky Box customers, we set out to
develop a rewards programme in 2021.
Sky Rewards recognises and says “thanks”
to our Sky Box customers, acknowledging
their support. Sky Rewards was launched in
December 2021 and all Sky Box customers
who have subscribed to Sky Starter for
6 months or more are automatically
eligible to choose targeted rewards.
Knowing that Sky customers are with us for
entertainment, we focused on how we can
give them access to even more of it – with
an emphasis on an easy experience. We
offer benefits like channel package ‘unlocks’,
free pay-per-view movies twice a year and
access to MySky. From time to time we also
offer additional benefits (like sports tickets,
cinema premieres and merchandise).
We’ve seen some positive results from Sky
Rewards so far, including an improvement in
churn and customer satisfaction rates from
the customers who have actively participated.
Sky Rewards
Record more.
Now you can record
up to 5 shows while
watching another live.
Sky / 2022 Annual Report
15
Sky / 2022 Annual Report
Keep watching. Anywhere.
Sometimes LJ can't tear
herself away from a good show.
With Neon, she doesn't need to.
16
Sky Sport Now had an exceptional year
and saw significant growth, with customer
numbers increasing by an impressive 53%
year on year.
Our customer insights show us that big
sporting events such as the Olympics and
Bathurst draw in ’casual fans’, who then
get a taste of the steady diet of great
sport across the platform. We’re constantly
working towards retaining these customers
and it’s been pleasing to see growth in more
committed sport fans this past year.
We also look for ways to partner with sporting
bodies to bring in viewers to the streaming app.
We were successful in this endeavour
when we partnered with NZ Football for
the World Cup Qualifying match between
New Zealand and Costa Rica by introducing
a $5 football day pass for Sky Sport Now.
Securing the Premier League rights (for six
seasons, starting this August) adds to the
appeal of Sky Sport Now, with all 380 matches
available live and on-demand, alongside a
significant amount of extra fan content.
Our significant platform upgrade for
Sky Sport Now (in August 2022) delivers
customers an enhanced viewing experience,
with significantly improved picture quality,
enhanced content discovery, and features like
multi-screen viewing and ‘Watch from Start’
(which we know from feedback is something
that customers will love, particularly Premier
League fans catching up on matches from
the previous night).
Our premium entertainment
streaming service Neon has shown
strong growth in the past year.
We’ve had some record days in terms of
viewership numbers and in February 2022
the platform had 255,301 unique viewers over
the month – up 30% since our launch month.
We’ve also added a large amount of premium
content to the service from partnership deals
secured over the past year, including the
ViacomCBS deal announced in December 2021.
The team continuously introduces
improvements to the app, and our customers
notice. And when it comes to the most
popular content, Yellowstone was the most
viewed show of the year with 172,698 viewers,
followed by the second season of break-
out show Euphoria with 161,943 viewers.
Season 8 of Love Island saw 83,438 viewers
at the end of season which was +25% more
unique viewers than Love Island UK S7 (to
date). Other highlights of FY22 included
a total of over 56 million hours of viewing
content – 11% higher than the previous year.
Our streaming services Neon and Sky Sport Now are going from strength
to strength. In FY21 our streaming revenue grew by 24% and we set
a goal of continuing this trend, with a target of 15%-25% annualised
growth in streaming revenue over the following three years. In FY22
we’ve come in above the top of that range, with growth of +27% in our
streaming revenue (to $93m from $73m). As well as delivering superb
content to our streaming customers, our teams have been working
hard over the past year to make improvements to both Sky Sport
Now and Neon so that viewers have the best possible experience.
Streaming
Sky / 2022 Annual Report
17
Sky Broadband has been in market for just
over a year, and we are pleased to celebrate
not only meeting our FY22 targets with 17,975
customers (at June year end), but also the
strength of our customer satisfaction scores.
We’ve focused from day one on delivering
an ‘un-telco’, customer-led service, with an
easy connection experience, a dedicated
New Zealand-based customer support
team and great value pricing – and the
customer satisfaction and NPS scores
show that it’s working for our customers.
In FY23 we continue to pursue growth as
we focus on attachment throughout our
Sky customer relationships, along with
leveraging the opportunity within our Sky
Sport Now and Neon customer base.
Our 6,877 commercial customers are an
important part of the business, providing
access to Sky’s great content to more
New Zealanders - in hotel rooms, licenced
premises, gyms, rest homes, sports clubs
and other venues up and down the country
where New Zealanders can gather to enjoy
sport and entertainment.
We recognised the hardships faced by some
of our commercial customers during the
COVID-19 lockdowns and border restrictions,
and provided significant financial as well
as moral support to help with the eventual
return of their own customers.
It is great to see a strong return of
New Zealanders to socialising with friends
at pubs and clubs and we look forward to
a similar return of international visitors in
the coming period.
Sky Broadband
Sky Business
18
A moment of peace
When Mum's busy, Sky Go
keeps Léla and Imola
occupied. Winning all around.
© 2022 &TM Spin Master Ltd. All rights reserved.
19
Sky / 2022 Annual Report
We know the important role sport
plays in New Zealanders’ lives.
Our team delivers inspirational,
compelling content and works
closely with our partners to innovate
and deliver our customers the
best possible experiences when
watching their favourite sport.
Over the last 12 months it has
been a privilege to deliver to our
customers the record-breaking Tokyo
Olympics and the Winter Olympics
from Beijing, the ICC Women’s
Cricket World Cup, world-class
international rugby and netball,
the ever-popular NRL, the Black
Caps (playing internationally),
the A-League and the first ever
Wellington Phoenix women’s team,
and some of the most exhilarating
golf and motorsport we’ve ever seen.
On the local calendar, over the past
year we’ve welcomed the return
of crowds to Super Rugby Pacific
which amplified the atmosphere
on screen. More than half a million
New Zealanders viewed the Super
Rugby Pacific Final on Sky and
Prime, with an additional 120,000
watching it via our digital platforms.
The All Blacks games this year
so far have attracted more than
1 million viewers
1
on Sky and Prime
with an additional 200,000 on
Sky Go and Sky Sport Now.
Sport
With all the fantastic women’s
sport on offer we made a
commitment this year to do even
more to highlight and support
every aspect of women’s sport.
‘See Your Possible’ is our campaign
encouraging everyone to see the
strength, the skill and the courage
of our female athletes, along
with the talent and commitment
of those behind the scenes. Our
core commitment is to continue
to offer quality women’s sport
on Sky and free-to-air on Prime,
and we’re also sharing women’s
stories in interviews, shows and
panel discussions - often curated
and produced by women. We
partner with athletes, codes
and organisations to support
women’s sport from the Black
Ferns, the Farah Palmer Cup
and Sky Super Rugby Aupiki, to
Netball New Zealand, New Zealand
Basketball, the Sky Sport White
Sox, New Zealand Rugby League,
the Warriors Women, the Halbergs,
LockerRoom and the NZOC.
Complementing our live sport,
we produce and deliver superb
TV shows and documentaries,
including creating highly-regarded
documentaries for our partners
(like 1-39 about the Highlanders,
Legacy: The Maori All Blacks and
All Access: Moana Pasifika).
Sport connects New Zealanders across
the country and across communities of all
kinds - and from grassroots to international
competitions, Sky delivers.
Content
At Sky we create and secure the best sport and entertainment for our
customers. Over the past 12 months we’ve continued to strive to make
sure our customers can view the best breadth and depth of content, in
ways that work for them, whenever they want. With many hundreds of
content provider relationships across sport and entertainment, Sky is
the largest aggregator of content in the New Zealand market.
2
1
Source: Nielsen Consolidated 20 TAM data
20
We've been thrilled to introduce
new rugby league shows; including
Once a Warrior with Monty
Betham and The Ditch (produced
by Kava Bowl Media, and focused
on the contribution Māori and
Pasifika make to rugby league).
The Ditch is attracting a strong
young and diverse audience, and
is the first show to be acquired by
Fox League and is broadcasting in
Australia, the Pacific Islands and
also globally via Watch NRL.
Our team’s work on Aaron Smith:
All Access won a New Zealand
TV Award, and Sky was awarded
a Silver Olympic Ring for our
documentary One Fern: One
Hundred Years, which celebrated
the history of the silver fern for
Olympic athletes throughout
the ages. Importantly, Sky was
also awarded a Bronze Ring for
Gender and Inclusion, for our
all-female presentation crew
and the inclusive nature of our
incredible stories and content
delivered from the Tokyo Games.
At the end of 2021 we announced
a ground-breaking deal with
Basketball New Zealand to help
drive the growth of basketball in
New Zealand. The five-year deal
will deliver more than 300 games
per year and is the biggest ever
partnership in BBNZ’s 41-year
history. It includes Sal’s NBL, the
broadcast rights to all Tall Blacks
and Sky Sport Tall Ferns non-FIBA
games globally and at home, and
Tauihi Basketball – the women’s
national league. Our support has
ensured women player payments
are equal to the men’s league. This is
a watershed moment for women’s
basketball as there are very few
competitions in any code around
the world where this is the case.
It was a big moment for Sky when
we won back the rights to the
Premier League for our customers,
starting with the 2022/23 season.
We look forward to offering Kiwi
football fans 380 live games,
along with a significant range of
feature shows. Football is the most
watched sport in the world, and
the Premier League is the most
viewed league, attracting a global
cumulative audience of 3.2 billion
viewers. In recent years football has
grown exponentially in New Zealand,
both in terms of participation (the
most popular team sport for 5–17
year olds) and fan interest. The
Premier League adds to a massive
slate of football on Sky with the
FIFA World Cup in late 2022 and the
much-awaited and locally-hosted
Women’s World Cup in 2023.
We’re excited for what’s to come.
Sky / 2022 Annual Report
21
People are watching more
entertainment content than ever,
and we understand how important
it is to have a wide range of content
on offer for customers. In the past
year we've seen a pleasing recovery
of TV and blockbuster movie
production after the industry was
affected by COVID-19 restrictions.
More content on offer drives greater
viewing engagement. We know from
our data that Sky subscribers watch
nearly 3 hours of linear TV content
a day, much more than non-Sky
subscribers who watch less than 1.5
hours a day. Over the last 12 months
more than 800,000 Sky subscribers
watched at least one Sky channel
every day and more than 700,000
tuned into at least one of Sky’s
entertainment channels each day.
1
The Hitman’s Wife’s Bodyguard,
Wrath of Man, and Wonder
Woman 1984 are just a few of
the blockbuster movies we’ve
had on our platform over the
past year. Our partnerships
with the biggest studios in the
world give us access to the most
popular films across the globe.
We’re home to the drama that gets
people talking, and the mysteries
that leave viewers wanting more.
The White Lotus, Yellowstone, Peaky
Blinders, Euphoria, The Gilded Age,
and The Staircase are just a few of
the premium shows our customers
have had access to, alongside our
From high-stakes drama that
leaves viewers on the edge of their
seat, to comedy movies that have
people laughing their heads off,
there is something for everyone.
Our strong relationships, forged
over many years, with content
providers across the globe have
meant we’ve been able to continue
to bring the very best content to
our customers’ screens. In the last
12 months we’ve signed deals with
some of the biggest studios in
the world including WarnerMedia,
ViacomCBS, Paramount Movies
and many more.
Entertainment
With over 1000 TV
series and movies
to watch every
year, Sky has the
strongest breadth
of quality content
in New Zealand.
Something for everyone
1
Source: Nielsen Consolidated TAM data June 2021 – May 2022
Sky Originals production INSiDE,
which won Best-Short-Form Series
at the International Emmy Awards.
We’re looking forward to continuing
to share the best content on our
screens, starting with Game of
Thrones 'prequel', House of the
Dragon premiering in August.
We know how much joy our kids
channels bring to the little ones
and we’ve seen the success of new
show, The Patrick Star Show on
Nickelodeon, as well as returning
favourites on Cartoon Network
Teen Titans Go! and We Baby Bears
to keep the family entertained.
Our factual and lifestyle channels
continue to draw big audience
numbers with the likes of DNA
Family Secrets, Salvage Hunters
Design Classics, and Sister
Wives. And when there is global
breaking news, our international
news channels are reliably
there to keep New Zealanders
connected and informed.
22
Our partnership with WarnerMedia
gives our customers access to
exclusive premium content from
HBO, Warner Bros. TV & Movies,
CNN and Cartoon Network, along
with a new HBO Max programming
deal for Sky, Neon and Prime.
This deal was the first of its kind in
New Zealand as it includes a local
content production component
for four scripted projects. As the
exclusive Home of HBO in
New Zealand, our customers
are entertained by shows like
the highly anticipated Game of
Thrones prequel House of the
Dragon, along with returning
seasons of Emmy-award winning
shows Succession, Westworld and
Euphoria on Sky’s platforms.
In December we announced a new
deal with ViacomCBS (now called
Paramount) that expanded our
partnership and welcomed a range
of content from SHOWTIME® and
Paramount Television Studios for
Sky Box (including Sky On Demand
and streamed on Sky Go) and Neon.
Customers have access to a range
of blockbuster hits like A Quiet
Place Part II and Snake Eyes: G.I.
Joe Origins, alongside others the
whole family will love with PAW
Patrol: The Movie and Clifford The
Big Red Dog. They also have access
to classics such as Top Gun, Forrest
Gump, Pulp Fiction and many more.
Spotlight on two
key renewals
Paramount
WarnerMedia
Sky / 2022 Annual Report
23
DELIVERING
TO ALL OF NZ,
FREE TO AIR
Over 2.8 million
New Zealanders
watched sport on
Prime this year.
1
We entertain New Zealanders with
lean-back factual entertainment
and thought-provoking
documentaries from here and
around the world, alongside a
brilliant blend of comedy, drama
and blockbuster movies.
Research confirms the impressive
reach Prime has. Over the past six
months Prime had over 3.2 million
viewers, with an average weekly
reach of 1.3 million. We know that
60% of Prime viewers come from
non-Sky homes, which creates
opportunities to reach potential
customers by giving them a taste
of what’s on offer across Sky’s
paid products and services.
1
Kiwis love watching sport
and this is evident in Prime
viewership numbers.
We’re proud of the amount of
free-to-air sport broadcast on
Prime which has included the
All Blacks, Super Rugby Aupiki,
Super Rugby Pacific, Sal's NBL,
Silver Ferns, the Winter Olympics,
Australian Open Tennis and the
ICC Women's Cricket World Cup.
As this report was being written,
New Zealanders were also enjoying
superb daily coverage of the
Birmingham Commonwealth
Games on Prime.
We’re passionate about Kiwis
being connected to sport and
entertainment across the
country, and Prime plays a key
part in making that happen.
Prime
Our free-to-air channel Prime delivers the
best in sport, global entertainment and local
content to all TV homes in New Zealand.
Birmingham Commonwealth Games
1
Source: Nielsen Consolidated TAM data June 2021 – May 2022
24
25
For many years Sky has supported
the creative industries in
New Zealand, including through
our own Sky Originals ventures.
Sky Originals produces an exciting
offering of scripted and factual
content that reflects the diverse
faces of New Zealand. Sky is
delighted to have secured a major
success with the green-light of
premium local crime drama series
Dark City: The Cleaner to be shot
in Christchurch in early 2023.
Based on the bestselling crime
novel by NZ author Paul Cleave,
The Cleaner is produced by local
industry veteran John Barnett and
backed by international studio
Lionsgate, NZ Film Commission,
NZ On Air and Te Māngai Pāho
and funded through the Screen
Production Grant and Te Puna
Kairangi - the Premium Productions
for International Audiences Fund.
Telling diverse stories with new
talented storytellers is at the heart
of Sky Originals’ purpose, with
the return of ground-breaking
Pasifika comedy series Sis in late
2022. Currently in production is
the award-winning transgender
drama Rising Lights (Rūrangi
season 2) as well as comedy series
Bouncers, Not Even and a second
series of Raised By Refugees.
These exciting new shows are in
production now for Sky’s various
platforms – Prime, Neon, Sky Go
and Sky On Demand – for release
later this year and early 2023.
Sky Originals continues its run
of quality documentary series
with A Brave New Zealand
World, Waharoa: The Art Of
The Pacific and crime series
A Question Of Justice all due
for release in late 2022.
Recent green-lit announcements
for 2023 include the return of
hit architecture series Designing
Dreams and the hard-hitting A
Living Hell, which examines the
leaky building crisis. On a lighter
note, the multi award-winning
children’s animation series Kiri
and Lou comes to Sky in 2023.
At the end of 2021 we were
extremely proud to see a Sky
Originals production win at the
International Emmy Awards
when INSiDE won in the category
of Best Short-Form Series.
INSiDE was the only Australasian
nominee across all categories.
Made with the support of NZ
On Air, INSiDE was created
during New Zealand’s COVID-19
lockdown in 2020 and filmed
under strict COVID-19 protocols.
Sky Originals
As a New Zealand media organisation, Sky believes it's
important for New Zealanders to see ourselves on our
screens and to feel connected to our own personal stories.
Raised By Refugees
INSiDE
© Kevin & Content Ltd© 2020 Luminous Beast Ltd. All Rights Reserved.
Sky / 2022 Annual Report
25
We love our family movie night
For Susan, Todd, Matthew and Sam
there's always something good on Sky
Movies for them to enjoy together.
26
Sky / 2022 Annual Report
27
Crew
Our Sky crew are critical to the success of our business and we all
have the same goal – delivering for our customers.
We love being able to deliver great sport and entertainment into the
homes and lives of our customers every day, in ways that work for
them, right across Aotearoa New Zealand.
3
Being a place where
our crew can do their
best work is a key part
of our strategy.
The year of continued COVID-19
disruptions has brought a unique
set of challenges, but it also
creates opportunities to work
and engage in better ways.
We set out some highlights below,
and there is additional information
in our Corporate Governance
statement on page 106.
Our Values
SKY0163 Value Key Points Posters_A3.pdf 1 29/03/22 1:09 PM
SKY0163 Value Key Points Posters_A3.pdf 2 29/03/22 1:09 PM
SKY0163 Value Key Points Posters_A3.pdf 3 29/03/22 1:09 PM
We have three core values at Sky:
In 2022 we launched a special peer recognition programme, Sky Legends,
celebrating colleagues who live our values every day.
28
A key focus for Health, Safety and
Wellbeing has been our operational
response to COVID-19 over the
past year, and ensuring our team
remain safe and our business on air.
Our work plan has included
managing COVID-19 disruption
by protecting on-air crew,
extended periods of work-from-
home, an effective vaccination
policy, and maintaining social
distancing and RAT testing
before entering Sky sites.
Initiatives to support crew
wellbeing included running, in
partnership with RespectEd, a
series of workshops for 50 of
our leaders on having a safe
workplace culture, including around
inclusion, dealing with personal
disclosures and giving feedback.
Health, Safety and Wellbeing
Since 2020 Sky has been using
a “Life at Sky” culture and
engagement survey to better
understand employee sentiment
and engagement, target our culture
and capability investments, and
track progress and performance.
Results from the surveys show the
top 3 areas of strength that our
crew want us to continue doing are:
1) Hybrid and flexible working;
2) Diversity and inclusion; and
3) Executive leadership updates
and accessibility of leaders.
We know we still have work to
do and we’re constantly looking
for ways to ensure that our crew
feel informed and empowered
to do their best work.
Across the next 12 months, as a
result of feedback themes from the
survey, we’re continuing our focus
on improving technology, workload
resourcing and management
for our crew, and refreshing our
remuneration and benefits offering.
Life at Sky
The opening of the new Sky
Downtown office in May 2022,
along with enhancements to
Studio 1 in Mt Wellington, have
created exceptional new spaces for
our people to work and collaborate.
We continue to maintain a focus on
flexible and hybrid working, taking
the positives from the COVID-19
experience and creating options
for our people to do their best
work across our sites and at home.
Our employees have told us that
flexible and hybrid working benefits
their wellbeing and improves
productivity, when balanced with
‘in person’ connections in the office.
We know, from evidence-based
research, this contributes to a
more inclusive work environment,
particularly for those balancing
primary care responsibilities.
Creating spaces where our crew can do our best work
Sky / 2022 Annual Report
29
Through a partnership with
Mataia Keepa from iKōrero
Ltd (Language Consultancy)
we ran a series of Te Reo Māori
workshops for our on air talent and
commentators, which was focused
on improving pronounciation and
understanding of te reo Māori.
One of our commitments is to
build stronger cultural capability
and understanding for our senior
leaders. In the next six months we
will deliver the pilot programme
Te Kaa, which aims to build
competency in understanding and
authentically engaging with Māori.
Sky CEO Sophie Moloney
has become a ‘Champion for
Change’ through Global Women
and has taken a seat on the
board of Global Woman.
‘Champions for Change’ is a group
of over 60 leading New Zealand
CEOs and Chairs, each with a
personal mission to accelerate
inclusive and diverse leadership
in our workplaces. Champions
believe in inclusive environments
where employees can contribute
to the success of the company as
their authentic selves, while the
organisation respects and leverages
their unique talents and gives
them a sense of connectedness.
Together the Champions have
formulated a programme of
work centred on four focus areas:
Increasing Gender Diversity,
Increasing Māori and Ethnic
Diversity, Leading Inclusive Cultures
and Influencing the Outside World.
Sky has maintained consistent
levels of gender balance amongst
employees across the organisation
and in FY22 increased female
representation from 44% to 47%.
The gender split of leadership roles
is 60% male and 39% female, and
there's a 50-50 balance between
male and female team members.
While we aim to have more women
in leadership roles than our current
state, our focus means we are
close to our commitment as a
Champion for Change of achieving
40% Female: 40% Male: 20% of
any gender. Further information
is available in the Corporate
Governance statement on page 106.
Gender Equity
Cultural Development
Sky has taken the Pride Pledge,
which is a values-based commitment
that organisations and individuals
can take to demonstrate dedication
to the safety, visibility, and
inclusion of the rainbow members
of their community and workforce,
both internally and externally.
Our internal Rainbow employee
network helps to drive our
work in this space.
Rainbow Pledge
Diversity and Inclusion
At Sky, we value diversity of gender, age, ethnic and cultural background,
sexuality, experience and beliefs. We believe that an organisation that
reflects the diversity of our current and future customers will be better
able to deliver personalised customer experiences that drive value, and will
be key for enabling us to attract and retain the best talent. We refreshed
our policy and objectives in 2022, and continued to progress initiatives
to enhance our diversity of thought and develop a culture of inclusion.
30
News for Breakfast
Lei loves being up to speed
on the world around her, so
watching the global news
channels is her morning ritual.
Sky / 2022 Annual Report
31
32
COVID-19 continued to
be a key consideration in
the operation of our core
services. Among other
things, an early Delta-
variant case within our
crew in the days leading
up to the August lockdown
resulted in a shutdown of
all operations in our main
Mt Wellington site and
isolation of most Sky staff
for the first two weeks of
lockdown. Nevertheless,
thanks to our technology
investments and the brilliant
business continuity planning
by numerous Sky teams,
our customers continued to
receive great broadcast and
streaming services from Sky
throughout. Not surprisingly,
we will continue to make
investments in these areas.
Sky’s viewership data helps
drive decision-making around
content and products, and with
our hundreds of thousands of
customers across Aotearoa, we are
uniquely placed to understand (and
meet) the viewing preferences of
large numbers of New Zealanders.
We have built excellent partnerships
with experts like Dot Loves Data
to further improve our ability to
drill into and create insights from
data to meet customer needs.
During the year we have also
laid key foundations for the
improvement in our internal data
and insights capability in order to
deliver more personalised services
and features to our customers.
We invested in adding key talent,
developing data platforms and
expanding data sources to further
enhance our ability to be a data-
led organisation. The results of
those investments will become
increasingly clear in, among
other things, our new products
and user journeys launching
in the next few months.
More investment is planned for
FY23 that will allow us to accelerate
our work in this rapidly advancing
space, working with the best
companies in AI, personalisation,
and customer life-cycle
management to deliver a world-
class experience for our customers.
The show
must go on!
Capability
Our Capability workstreams are all about delivering to our
customers, by deploying the right tech and data – our own
and our partners – to deliver the best outcomes.
4
We have made important
progress in the past year, with
the enhancement of our technical
capabilities contributing to a more
agile Sky, helping us to deliver
an uncompromising viewing
experience for our customers
across our multi-product business.
There is more work to be done,
but it has been a major year of
development – with an even
bigger year of delivery of key new
products to come. And it has
been achieved whilst we continue
to reliably deliver great content
to our broadcast and streaming
customers, 24x7, including almost
29,000 hours of live programming,
all while navigating the impacts
and restrictions of COVID-19.
Using data and insights to
deliver for our customers
We have a deep wealth of information
about our customers and their preferences,
and our investments in recent years place us
in a good position to use that information to
better serve our customers. We have set the
foundations well, and now we will make the
most of them.
A snapshot of our
technology delivery in FY22:
Over 100 linear channels on
a 24x7 basis
22,000 individual pieces
of content put to air each
month for Sky Box, Neon, Sky
Sport Now and Sky Go
We process an average
of 600,000 payment
transactions every month
32
As outlined on page 14, the new Sky
Box aggregates the best of Sky’s
sport and entertainment content
alongside the apps New Zealanders
love – all on one state-of-the-art
platform. The new hybrid (satellite
and streaming) box delivers content
with even more recording capability,
along with favourite apps and free-
to-air channels; and our Sky team is
also busy working on a solution for
Vodafone TV customers who prefer
IP-only access to Sky.
Our development programme
has taken place in the context of
tremendous challenges, both in
New Zealand and offshore.
Through prolonged lockdowns
and COVID-19-related illness and
isolation, Sky’s teams have adapted
to deliver on our commitments
to our customers. Beyond
New Zealand’s borders, the impacts
of COVID-19 and the war in Ukraine
continue to be felt, affecting our
global suppliers and offshore
development teams, and with the
global chip shortage impacting
our manufacturing partners.
Nevertheless, the efforts of Sky’s
teams and those of our partners
mean we expect customers to be
enjoying their new and improved
Sky services later this calendar year.
This work underpins our desire to
improve the turnaround time for
delivering services to our customers,
as well as giving customers the
ability to self-serve where they
wish to do so. The improvements
delivered in Sky’s service include:
• Simplified user journeys for
buying and upgrading Sky
services including Sky Broadband
• Self-install of the Sky Box
for existing customers
with easy onboarding and
sign-in via QR Code
• Salesforce widely deployed to
customer care agents enabling
improved call handling and
routing, live chat capability
• Improved call handover
between specialist agents.
While good progress has been
made with these enhancements, we
acknowledge that there is more we
can achieve. We continue to evolve,
making sure our services are as easy
as possible to access and enjoy.
FY23 will see a continuation of
customer care and sales journey
improvements to deliver greater
efficiency and enhanced self-
service channels, and a better
experience for our customers.
Customer Experience
Customer platform
enhancements
have resulted in a
modernised, simplified
customer experience.
Sky undertook
significant development
activities during the
year in preparation
for the launch of the
new Sky Box.
New Sky Products
Sky / 2022 Annual Report
33
Time to myself
When Teatai feels like
time to himself he takes
a break with Neon.
34
Sustainability at Sky
At Sky, we recognise
we are in a privileged
position with the
ability to make a
positive contribution
for the people,
communities and
places our business
connects with:
• Our services are in the hands and
homes of hundreds of thousands
of New Zealanders every day,
right across the country
• Our partners – globally and
at home – trust us with their
reputation, representation
and the engagement of
their content, codes, fans,
brands and technology
• We’re part of communities
and a nation that have a right
to expect that we will act
with integrity and empathy,
minimising our environmental
impact and earning our place as
a responsible corporate citizen
• Our crew share their time
and talents and deserve to
be treated with respect and
equality, and to have the
opportunity to take part in
meaningful and rewarding work
• And our shareholders have
entrusted us with stewardship
of their funds to invest wisely on
their behalf, in ways that deliver
an appropriate return in an
ethical and sustainable way.
Sky's approach to sustainability
takes into account the expectations
and needs of each of our
stakeholder groups – and we
will continue to consult with
them as we develop and
implement our programme.
Some aspects of our work – such as
our contribution to the communities
in which we operate, and our
strong corporate governance
framework – have been part of the
way we do things at Sky over many
years. In others, like measuring
and mitigating our environmental
impact, we’re at an earlier stage of
our journey.
In 2022 we committed to
formalising our approach to
sustainability. As part of this
commitment, we have refreshed
our corporate social responsibility
(CSR) programme, tackled some
new areas within the corporate
governance framework and stepped
up our efforts in a number of other
areas, as reported below.
In a year from now, we expect to:
• Share Sky’s materiality matrix,
developed in consultation with
our stakeholders
• Align Sky’s approach to
sustainability with a recognised
global reporting framework
• Report on Sky’s carbon emissions
and share our reduction plans.
We are committed to improving.
We are proud of the contribution
and work we have done to date,
whilst recognising there is more
to be done.
Sky / 2022 Annual Report
35
Every Sky customer – through their
Sky subscription – helps to support
New Zealand’s creative and sporting
sectors, funding tournaments,
teams, creative projects and
initiatives across the country.
We’re proud to support
New Zealand’s sport sector, with
tens of millions of dollars going to
local codes, teams and initiatives
each year, from grassroots to high
performance. More details are
on our website, under 'About Us:
Sponsorships and Community'.
Through Sky Originals, we
have supported emerging and
established talent in the creative
sector with scripted series including
Bouncers, Not Even and Rising
Lights all helping to kickstart the
careers of newer storytellers in
New Zealand’s screen industry.
We have also helped to celebrate
excellence in our sector, with Sky
sponsorships of the TV Awards,
Voyager Media Awards (Sport
Journalist of the Year), and the
Halbergs (Emerging Talent Award).
Funding the future
A safe and trusted presence
in our customers’ homes
• We took such care to meet
Broadcasting Standards that
we only had five complaints to
the Broadcasting Standards
Authority, none of which were
upheld. For context, the BSA
received 206 complaints in its
last reported year about all
New Zealand broadcasters.
• We participated alongside
other broadcasters in a review
and refresh of the Code of
Broadcasting Standards, making
the process and standards
easier for New Zealand viewers
to understand and engage in.
Supporting and promoting
Women’s Sport
• We launched our “See Your
Possible” campaign to encourage
everyone to see the strength, the
skill and the courage of female
athletes. It reinforces the value
for women and girls of seeing
positive sporting role models on
screen and it’s been exciting to
see women’s sport grow in 2022.
In one spectacular week in March,
women’s sport accounted for
53% of the total viewer hours
in our top 50 live events on Sky
Box, Sky Go and Sky Sport Now.
14 of the top 20 rating slots on
Sky Box were women’s sports.
• We were thrilled to support the
first all-women commentary
team to bring Sky's Tokyo Olympic
coverage to New Zealanders.
Te reo Maori and Pasifika languages
• Sky strives to reflect all of
New Zealand. Throughout the
year we continued to commit to
alternative language commentary
options across major sporting
events, including All Blacks
v Argentina with Tūmamao
Harawira kō Wairangi Koopu
and Silver Ferns v England’s
Roses with Te Rina Kowhai kō
Marutawhaorere Delamere.
• We ran a series of Te Reo Māori
workshops for on-air talent
and commentators, focused on
improving pronunciation and
understanding of Te Reo Māori.
On screen presence
We take our role as a trusted
broadcaster very seriously. We
are committed to upholding
broadcasting standards, including
under the Code of Broadcasting
Standards (for our Pay TV and
free-to-air content), and the codes
for Commercial Video on Demand
(for Neon) and the Advertising
Standards Authority - but also in
terms of providing a positive impact
on our communities by reflecting the
people and cultures we represent.
In the 2022 financial year:
Image courtesy of Are Media
36
As a publicly listed company we
are committed to upholding the
standards set by both the NZX
Corporate Governance Code and
the ASX Corporate Governance
Principles and Recommendations
(4th edition) to deliver effective
governance of Sky for the benefit
of our stakeholders – including
through our policies and practices.
Sky’s 2022 Corporate Governance
Statement is available on our
website. In FY22 we have worked on:
• Sky's latest Modern Slavery
Statement (filed with the
Australian Border Force,
under the Australian Modern
Slavery Act 2018) strengthened
measures to reduce the risk of
modern slavery practices across
the group’s operations and
supply chain through proactively
scanning for potential risks.
• We also introduced a Supplier
Code of Conduct, affirming
Sky’s commitment to ethical,
responsible and sustainable
business conduct. The next steps
in this work will be to engage
directly with key suppliers to
ascertain their ability to assess
and address their modern slavery
risks and to then incorporate the
learnings into Sky’s Procurement
Policy and working practices.
• We introduced an Anti-Bribery
and Corruption Policy which sets
out the minimum standards of
conduct to ensure Sky complies
with all relevant anti-bribery
and corruption legislation in all
jurisdictions in which we operate.
Taking a stand
Environmental Responsibility
• During FY22 we have established
tracking systems to capture
Sky’s emissions inventory
data. We plan to evolve this
programme in the 2023 financial
year, by initiating reporting on
our environmental footprint
and appropriate reduction
targets. To help guide and
challenge our thinking we are
working with ToiTū Envirocare
to make sure our measurement
systems are robust, and to
provide our stakeholders with
assurance on our outcomes.
• The work we have begun this year
will advance our sustainability
strategy and reporting on
climate impacts, and we
expect to outline our carbon
reduction plans in 2023 in line
with our participation in ToiTū’s
Carbon Reduce programme.
• Sky’s environmental footprint
includes Scope 3 emissions
from air travel, particularly in
relation to sporting events.
One of our learnings during the
COVID-19 period was the ability
of our commentary teams to
call some games ‘down the tube’,
rather than always travelling to
events – with no impact on the
audience. We’re conscious of the
need to minimise our footprint
and will continue to look for
ways to adapt our approach.
We are committed to measuring and reducing Sky’s impact on our
environment, including in relation to greenhouse gas emissions, in
line with the Paris Agreement and the New Zealand Government’s
ambition for New Zealand to become carbon neutral by 2050. We
recognise our work in this area is at an early stage, and while initial
assessments indicate Sky’s emissions profile is relatively low, we are
committed to playing our part.
• Other initiatives include:
- Prioritising waste minimisation
programmes, including
partnering with IT Recycla
Limited to recycle end-of-life
Sky modems, set-top boxes,
remotes and batteries.
- Designing our new Sky Box with
longer-lasting batteries and
a reusable box, with a longer
lifetime than our existing box.
- Continuously looking for ways
to reduce our environmental
footprint in our day-to-day
programmes. For example,
our recent CAR process cooler
upgrade saw us realise ~50kW
of energy savings for the
same cooling load, and the
removal of air conditioning
cooling towers significantly
lowered water consumption.
Sky / 2022 Annual Report
37
As a business we connect
New Zealanders with the sport and
entertainment they love, in ways
that work for them, right across
the country. Our initiatives with Sky
for Good align with this business
strategy by using our entertainment
and sport to enhance the lives of
New Zealanders in need, whether
it be by providing free Sky services
in children’s hospitals and to air
ambulance staff, free tickets to
sport matches, or providing a
fun-filled day for under-privileged
children at one the Special
Children’s Christmas Parties.
Please visit the Sky for Good page
on the Sky website for full details,
and here are three examples:
• Sky has been a longstanding
supporter of the Special
Children’s Christmas Parties
involving nearly 10,000 Kiwi
children with special needs,
or challenging life or health
circumstances. Held across 6
regions, we’ve been supporting
the parties for 18 years. It’s
not just about a donation for
us – it’s also an important
opportunity for a number
of our crew to contribute
their time and talent by
volunteering on the party days.
• Our relationship with Starship
- New Zealand's first hospital
built exclusively for children and
young people and their health
needs – is another opportunity
to give back. Starship’s prime
focus is on delivering family-
centred care in a child friendly
environment and we’ve been a
sponsor since 2001. For the last
22 years we’ve provided Sky in
Starship bedrooms to ensure
kids are entertained and have
something to take their minds
off hardships they may be facing.
We also donate airtime to help
Starship spread their message
of the great work they do.
• This year we were also proud to
get behind a special initiative
called Tries for Tonga (in
conjunction with New Zealand
Rugby and Rugby Australia),
which raised over $100,000
during the DHL Super Rugby
Pacific for the Red Cross and
their work to support Tonga
communities following the
Hunga Tonga–Hunga Ha'apai
eruption and tsunami.
Sky for Good
Our Sky for Good
programme is about
using our platform,
our people, and
our presence in the
community – as well
as meaningful and
targeted financial
contributions – to
make a difference.
38
Put life on pause
Ron and Annette never
miss the good parts
thanks to MySky. Ron
reckons that's why he
always has the remote.
Sky / 2022 Annual Report
39
Keith was appointed to the board in
April 2020. He has a long-standing
record of leadership as a director and
advisor to companies in a diverse
range of industries, including the
energy sector, rural services, printing,
media and exporting. Keith is Chair
of listed company Goodman (NZ)
Limited (the Manager of Goodman
Property Trust) and is a director of
several other private companies. He
is a past President of the Chartered
Accountants Australia and
New Zealand.
Philip was appointed Chair of
Sky in September 2019. Philip is a
distinguished businessman who has
led several major global companies
and served on the board of a
significant number of public and
private companies. Philip brings
knowledge of the media sector,
including having served on the board
of Sky UK for ten years. Other roles
include Group Finance Director of
Bass, CEO of Bass Retail, CEO of
Allied Domecq, CEO of Scottish
Power, CEO of Smiths Group, senior
non-executive director of Burberry,
Chairman of Liberty, Chairman of
Coral Eurobet, Chairman of Miller
Group, and non-executive director of
Scottish & Newcastle. He currently
sits on the boards of two other
listed companies, Kathmandu and
Ferrovial SA. Philip has a degree
with honours in Natural Sciences
(University of Cambridge) and Master
in Natural Sciences (University of
Cambridge). He is also a Fellow
of the Institute of Chartered
Accountants of England and Wales.
Joan was appointed to the board in
September 2019. She brings a wealth
of experience spanning a 25-year
career in the media industry, including
CEO positions at Fairfax and the
Radio Network as well as being the
former Chair of TVNZ. Joan’s depth
of governance experience includes
her current roles as Chair of The
Warehouse Group, a director of ANZ
Bank New Zealand, Origin Energy
Ltd and she has previously held Chair
positions at Auckland International
Airport and Mercury NZ Ltd. Joan
is a Trustee of the Louise Perkins
Foundation, and is Chair of a steering
committee working to increase the
percentage of South Auckland Maori
and Pacific Island students taking
up roles in the health sector. She
holds a Masters Degree in Business
Administration from the University of
Auckland. In 2015 Joan was named
Supreme Winner in the Women of
Influence Awards and was named as
Chairperson of the Year in the Deloitte
Top 200 Management Awards.
Philip Bowman
Independent Chairman
Keith Smith
Independent Director
Joan Withers
Independent Director
Board of Directors
40
With an extensive track record of
strategy and delivery across television,
publishing and technology, Mike was
appointed to the board in September
2017. A New Zealander, he has lived
and worked in the UK since 1989.
Fifteen of those years were spent
at Sky UK, initially as the Director
of Strategy, then six years as Chief
Operating Officer. He played a
prominent role in most of Sky UK's
major strategic decisions and its
major commercial and regulatory
dealings during this period. From
2013 to 2015 Mike was CEO of
News UK. Since 2015, Mike has had
a series of non-executive roles and
these currently include Chairman of
British Gymnastics and director of
Arqiva Group Limited (the UK’s main
independent provider of television
broadcast infrastructure). He is also
active as a strategy advisor to a series
of major players in the media sector.
Mark was appointed to the board in
March 2022. Mark is a highly skilled
business leader based in Australia
with a deep background in technology
digital innovation, marketing, media
and broadcasting, and customer
engagement. His executive career has
spanned North America, UK/Europe,
and APAC, with roles at Foxtel, Telstra,
the Commonwealth Bank of Australia
and McCann. He is a Senior Advisor
to Accenture, and his governance
credentials include the boards of
OzTAM, the Australian free-to-air
television consortium, technology
start-ups and social enterprises.
Geraldine was appointed to the
board in September 2013. A renowned
Enterprise Business Technology and
AI thought leader with a science
background, Geraldine’s global career
spans 30 years, with senior executive
roles in IBM, Dell and SAP. Her most
recent roles were President & CEO
of SAP North America and SAP Asia
Pacific Japan. Geraldine is a Director
of Fisher and Paykel Healthcare
Corporation. She is also CEO &
Director of MyWave.AI (My Wave
Holdings Limited), a market leading
Enterprise AI company focused on
Intelligent Personalisation by putting
the customer at the centre
of business.
Mike Darcey
Independent Director
Mark Buckman
Independent Director
Geraldine McBride
Independent Director
Sky / 2022 Annual Report
41
42
For the year ended 30 June 2022
Our 2022 Financials
Financial Overview .....................................................................................................44
Financial Performance Trends
.........................................................................49
Directors’ Responsibility Statement
..........................................................50
Consolidated Income Statement
.................................................................52
Consolidated Statement of Comprehensive Income
................53
Consolidated Balance Sheet
............................................................................54
Consolidated Statement of Changes in Equity
..............................55
Consolidated Statement of Cash Flows
...............................................56
Notes to the Consolidated Financial Statements
........................57
Independent Auditor’s Report
......................................................................100
43
Sky / 2022 Annual Report
44
Summary
The 2022 financial year delivered a strong result for Sky as customer numbers continued to climb and revenue returned to growth
for the first time in six years, driven by a strong performance in streaming, continued stabilisation in Sky Box revenues, an initial
contribution from Sky Broadband and recovery in Commercial and Advertising revenues.
While FY22 saw an expected step-up in programming costs, a firm focus on cost control enabled the Company to significantly
increase EBITDA and NPAT guidance in December 2021, and reductions in depreciation, amortisation and financing costs delivered
a 7.3% improvement in adjusted profit before tax.
Following a competitive bidding process, Sky sold its Mt Wellington properties for $56.0 million, with the sale completed in March
2022. The agreement includes a ten-year leaseback of the building known as Studio One and a one-year leaseback over the building
known as Studio Three. The sale resulted in a non-recurring gain on sale of $14.0 million.
Reported profit after tax of $62.2 million was 40.7% higher compared to the $44.2 million achieved in the prior year. On an
adjusted basis per the table below, net profit after tax of $49.2 million was 12.0% higher than the prior year.
As at 30 June 2022 Sky had $139.0 million in cash on hand and an undrawn banking facility of $150.0 million.
Non-GAAP Financial Information
Sky has used non-GAAP profit measures when discussing financial performance. The directors and management believe that
these measures provide useful information on the underlying performance of the Group. They are used internally to evaluate
performance, analyse trends and allocate resources. Non-GAAP financial measures are not prepared in accordance with NZ IFRS
and are not uniformly defined and therefore should not be viewed in isolation nor considered as a substitute for measures reported
in accordance with NZ IFRS.
The results and adjustments are summarised below:
Group Consolidated Results for the years ended 30 June
In NZD millions
2022
(adjusted)
2022
(reported)
2021
(adjusted)
2021
(reported)
Adjusted %
inc/(dec)
Financial performance data
Total revenue
736.1736.1711.2711.23.5
Other income
2.916.82.713.57.4
Total operating expenses
585.3583.9534.1544.49.6
EBITDA
153.7169.0179.8180.3(14.5)
Less
Depreciation, amortisation and impairment
80.280.2106.5106.5(24.7)
Net operating profit before interest, income tax
and impairment of goodwill
73.588.873.373.80.3
Impairment of goodwill
-2.0---
Net finance costs
6.16.110.510.5(41.9)
Profit before tax
67.480.762.863.37.3
Income tax expense
18.218.519.019.1(4.6)
Profit after tax
49.262.243.844.212.3
Summary of Adjustments
2022 adjustments included one-off expenses totalling $0.5 million, comprising $1.2 million of programming impairments (refer
note 10), provision release for Holiday Act compliance of ($2.7) million (refer note 27) and impairment of goodwill relating
to RugbyPass of $2.0 million (refer note 16). Other income includes $14.0 million relating to the gain on the sale of Sky’s Mt
Wellington properties (refer note 5).
Prior year adjustments were $7.5 million, relating to programming impairments, $2.8 million of costs associated with the
mutually agreed exit of the former CEO and other income adjustments of ($10.8) million relating to the gain on sale of Outside
Broadcasting assets of $5.8 million, the settlement of the RugbyPass earnout resulting in a provision release of $3.6 million, and
a RugbyPass provision release of $1.5 million (refer note 5).
The adjustments above do not include the impacts of COVID-19.
Financial Overview
45
Sky / 2022 Annual Report
In NZD millions
30-Jun-2230-Jun-21
Statutory profit after tax
62.244.2
Adjustments to earnings as follows:
Content write-offs
1.27.5
Non-recurring costs included in other costs
(2.7)2.8
Non-recurring income included in other income
(14.0)(10.8)
Impairment of goodwill
2.0-
Tax effect of adjustments
0.50.1
Total adjustments
(13.0)(0.4)
Adjusted profit after tax
49.243.8
Customers
Sky’s total customer relationships grew 4% during FY22. Sky Box customer retention continued to improve, with annualised churn
reducing by 17% year on year (annualised churn of 10% in FY22 from 12% in FY21). Activations were lower due to the optimisation
of acquisition strategy improving lifetime value through lower discounting and higher tenure inflow. In addition, volumes were
suppressed by extended Auckland lockdown in the first half of the year. Average revenue per user (ARPU) returned to growth,
including through the unwinding of the Reseller migration one month free offer, lower levels of discounting and the May 2022 sports
package price increase – the first increase for Sky Box since April 2019.
Streaming customers continued the recent trend of strong growth, rising 11% in absolute terms and by 18% when adjusted for the
impact of discontinuation of streaming services in the RugbyPass business. Of note, within the Streaming category, Neon and Sky
Sport Now customer numbers grew by 14% and 53% respectively, with the strong growth in Sky Sport Now, combined with the full
12 month impact of the May 2021 Neon price rise contributing to an improved ARPU result.
Sky Broadband customers were close to 18,000 by year end following the first full year in market, achieving an attachment rate
(to Sky Box) of 3.3%. Commercial customers remained relatively stable despite a challenging period for some hospitality and
accommodation providers.
Following the announcement Vodafone was shutting down its television service, Retransmission customers (who stream Sky
content through Vodafone TV) migrated to a direct billing relationship with Sky in March 2022 and are being offered a migration
path to Sky products.
20222021202020192018
Sky Box customers
1
529,521554,690 576,704 609,637 651,726
Streaming customers
2
436,388393,179404,321159,767106,366
Commercial customers
3
6,8777,2998,5449,4369,635
Sky Broadband customers
4
17,9751,930---
Total customer relationships
990,761957,098989,569778,840767,727
Sky Box net customer growth
-5%-4%-5%-6%-6%
Sky Box acquisition
5
29,02847,27341,51049,95259,603
Sky Box churn
5
(54,197)(69,287)(74,443)(92,041)(103,394)
Streaming net customer growth
11%-3%153%50%-4%
Sky Broadband attachment rate
3.3%----
Sky Box ARPU ($ monthly)
6
78.8478.4082.0883.4684.54
Streaming ARPU ($ monthly)
7
18.1917.4619.80--
Sky Broadband ARPU
8
72.13----
(1) Sky Box customer groups comprise residential satellite customers including Reseller customers prior to migration during 2021.
(2) Streaming currently comprises Neon, Sky Sport Now, RugbyPass and Retransmission customers.
(3) Commercial customers include licensed premises and hospitality venues, accommodation providers and other commercial businesses.
(4) Sky Broadband customer relationships include customers that attach Broadband to their Sky Box and Broadband only customers.
(5) Sky Box activations, disconnections and churn is for residential customers only, including Reseller customers in prior years.
(6) Sky box subscription ARPU is average revenue per user for residential customers, including Reseller customers in prior years, calculated exclusive of
GST, as average for the twelve-month period.
(7) Streaming subscription ARPU is the blended rate, exclusive of GST, across Neon, Sky Sport Now and Retransmission, and in prior years
RugbyPass and Lightbox.
(8) Sky Broadband ARPU is the average monthly revenue attributable to broadband related services, including Wi-Fi and voice services, exclusive of GST.
Financial Commentary (Continued)
46
Financial Commentary (Continued)
Revenue Analysis
Sky’s total revenue was $736.1 million, as follows:
In NZD millions
20222021% inc/(dec)
Sky Box subscriptions
1
514.0532.1(3.4)
Broadband subscriptions
8.80.1n/a
Streaming subscriptions
2
93.373.327.3
Commercial revenue
47.343.68.2
Total subscription revenue
663.4649.12.2
Advertising
47.644.96.0
Installation and other revenue
25.117.245.9
Total other revenue
72.762.117.1
Total revenue
736.1711.23.5
(1) Sky Box subscriptions relates to Sky Box customers (including Reseller customers in 2021).
(2) Streaming subscriptions include Neon, Sky Sport Now, Retransmission and included RugbyPass in 2021.
Sky Box revenue decline slowed markedly in FY22, down by 3.4%, compared to an 8.6% decline in FY21, as churn levels
continued to reduce and more, higher value customers chose to stay. The overall reduction in revenue was mainly due to
the loss in Sky Box customers, although notably churn rates continued to improve to 10.0% from 12.2% year on year and
average ARPU returned to growth.
Sky Broadband revenue increased following solid growth in customer numbers through the first full year since launch.
Streaming revenue continued to deliver a strong performance, increasing by 27.3% year on year, despite revenue from RugbyPass
declining following the strategic move away from streaming. The revenue increase was driven by customer growth in Neon and Sky
Sport Now as well as the impact of a May 2021 increase in Neon pricing and the return of sport content and success of shorter-
term event passes, such as the Olympics and Cricket World Cup for Sky Sport Now.
Commercial revenue included revenue from Sky Box subscriptions for licensed premises, accommodation providers and other
commercial businesses such as retirement villages. Following an extended period impacted by COVID-19, in which Sky provided
support to customers, revenue showed continuing signs of recovery in FY22, growing by 8.2% year on year.
Advertising revenue grew by 6%, despite the impact of advertising on Discovery channels transitioning from Sky to Discovery in
February 2021.
Installation and other revenue rose by 45.9% due to on-sold programming rights (including a sub-licence for the Olympics) and
through revenue from Sky Box and Broadband installations and satellite access fees.
47
Sky / 2022 Annual Report
Expense Analysis
A further breakdown of Sky’s operating expenses is provided below:
30-Jun-2230-Jun-21
In NZD millions
AdjustedReported% inc/(dec)
adjusted
% of revenue
adjusted
AdjustedReported% of revenue
adjusted
Programming
364.1365.313.149.5321.8329.345.2
Subscriber related costs
93.293.20.112.793.193.113.1
Broadcasting and
infrastructure
70.670.65.89.666.766.79.4
Other costs
57.454.79.37.852.555.37.4
Depreciation, amortisation
and impairment
80.280.2(24.7)10.9106.5106.515.0
Total operating expenses
665.5664.03.990.4640.6650.990.1
Programming costs comprise the costs of programme rights and programme operating costs. Programme rights
costs include sport rights, pass-through channel rights (e.g. ESPN, Living Channel, National Geographic etc.), movies (including
pay-per-view), streaming and on demand rights, and music rights. Programme operating costs include the production of live
sport events, satellite and fibre linking costs and original studio productions.
Programming costs increased by 10.9% on a reported basis, in part due to an expected COVID-19 impact on live sports events
and competitions in the prior year, an expected step up in rights costs and both the Summer and Winter Olympics in July 2021 and
February 2022 respectively, as well as more significant Covid-related equitable reductions in the prior year.
Adjusted programming costs in both 2022 and 2021 have been adjusted for one-off impairments mentioned earlier.
Subscriber related costs include the costs of servicing and monitoring equipment installed at customers’ homes, indirect
installation costs, the costs of Sky’s customer service department, sales and marketing activities and general administrative costs
associated with managing customer relationships.
Subscriber related costs remained flat year on year while driving growth in streaming products and through the launch of
broadband, due to a continued emphasis on cost control and cost efficiencies.
Broadcasting and infrastructure costs mainly consist of transmission and linking costs for transmitting Sky and Prime’s content
from its studios in Auckland to customers over satellite to devices in the home, streaming content over IP, and other distribution
platforms and the costs of operating Sky’s television stations and employee working environments at Mt Wellington, Albany and
the Auckland CBD. These costs have increased year on year, driven primarily by the increased Broadband subscriber base.
Other costs were 1.1% lower on a reported basis in 2022. Costs include advertising costs, and overhead costs relating to corporate
management of the Sky Group including consultancy costs. Adjustments in 2021 related to the termination benefits paid to the
former CEO and in 2022 the Holidays Act compliance provision release.
Depreciation, amortisation and impairment costs include depreciation charges relating to subscriber equipment for satellite
dishes and decoders owned by Sky, fixed assets such as television station facilities, amortisation of the right-of-use assets created
under NZ IFRS 16 and amortisation of computer software and intangible assets. Depreciation of property, plant and equipment
decreased as decoders reached the end of their useful life. Amortisation of intangibles is lower than FY21 due to higher rates of
amortisation for Sky Sport Now and SkyGo infrastructure in the prior year. Depreciation of right-of-use assets reduced due to
lower monthly costs for Optus lease payments from mid-November 2021.
Depreciation and amortisation costs are summarised below:
In NZD millions
20222021
Depreciation of property, plant and equipment
27.3 36.4
Amortisation of intangibles
22.2 33.9
Depreciation of right-of-use assets
30.7 36.2
Total depreciation and amortisation80.2 106.5
Financial Commentary (Continued)
48
Financial Commentary (Continued)
Finance costs, net
Finance costs decreased from $10.5 million to $6.1 million due to the repayment of the $100 million bond in March 2021.
Capital expenditure
Sky’s capital expenditure is summarised as follows:
In NZD millions
20222021
Subscriber equipment
1.03.5
Installation costs
11.614.8
Projects under development
14.12.0
Software
13.418.2
Other
4.66.8
Total capital expenditure
44.745.3
Capital expenditure has continued to transition towards a greater emphasis on growth focused areas, including migration of
platforms and services to the cloud, improvements in data management services and the implementation of Sky’s broadband
service. A number of these investments have been foundational to the development of the new Sky Box. Investments in Sky’s
satellite delivery platform have been reducing and Sky continues to move towards a less capital intensive operating model.
49
Sky / 2022 Annual Report
In NZD 000
20222021
7
202020192018
For the year ended 30 June
Income statement
Total revenue and other income
752,864724,754747,646795,126852,710
Total operating expenses
583,848544,377583,395564,958566,900
EBITDA
1
169,016180,377164,251230,168285,810
Depreciation, amortisation and impairment
2
80,171106,496119,318131,103102,414
Impairment of goodwill
2,000-177,500670,000360,000
Net interest expense and financing charges
4,95811,71515,85913,65017,576
Losses/(gains) on currency and other
1,136(1,179)(2,120)(1,208)(66)
Net profit/(loss) before income tax
80,75163,345(146,306)(583,377)(194,114)
Balance sheet
Property, plant,and equipment, intangibles and
right-of-use assets
180,394215,621287,962213,702268,925
Goodwill
244,264255,245256,312395,3311,065,331
Total assets
776,850696,929837,936771,3531,503,002
Interest bearing loans and liabilities
71,71472,321212,513193,662235,344
Working capital
3
21,91823,842(20,386)4,3244,344
Total liabilities
282,357272,928462,966419,785476,315
Total equity
494,493424,001374,970351,5681,026,687
Cash flow
Net cash from operating activities
119,638101,169157,300178,026213,613
Net cash from/(used in) investing activities
17,897(38,148)(74,627)(69,780)(58,194)
Lease repayments
4
(32,144)(37,503) (36,901) - -
Free cash flow available to shareholders
5
105,39125,51845,772108,246155,419
Capital expenditure
Capital expenditure
44,68345,03256,45876,30058,200
Assets acquired by way of business combination
6
-20316,354 - -
Assets disposed of in the period
6
(34,195)(9,095) - - -
(10,488)36,14072,81276,30058,200
(1) Earnings before income tax, interest expense, depreciation, amortisation and impairment, unrealised gains and losses on currency and interest
rate swaps.
(2) The FY22 year includes depreciation on right-of-use assets of $30.7 million (FY21: $36.2 million).
(3) Working capital excludes current cash and cash equivalents, current borrowing, bonds, derivative financial instruments, available for sale financial
assets, contract liabilities and lease liabilities.
(4) Lease repayments prior to FY20, and the adoption of NZ IFRS 16, were included within net cash from operating activities.
(5) Free cash flow is after lease repayments for the period that are categorised in financing cash flows, but before other financing activities.
(6) RugbyPass and Lightbox acquired in the FY20 were the only substantial acquisitions in the last five years. The Mt Wellington
properties in Auckland were sold on 18 March 2022 (refer note 13). The OSB business was sold in the 2021 financial year.
(7) Prior year restated for Optus Lease and SaaS adjustments (refer note 30).
Financial
Performance Trends
50
Directors’ Responsibility
Statement
The directors of Sky Network Television Limited (Sky) are responsible for ensuring that the consolidated financial statements of
Sky and its subsidiaries (the Group) present fairly the financial position of the Group as at 30 June 2022 and the results of its
operations and cash flows for the year ended on that date.
The directors consider that the consolidated financial statements of the Group have been prepared using appropriate accounting
policies, consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and
accounting standards have been followed.
The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of
the financial position of the Group and facilitate compliance of the consolidated financial statements with the Financial Markets
Conduct Act 2013.
The directors consider they have taken adequate steps to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
The directors present the consolidated financial statements of the Group for the year ended 30 June 2022.
The Board of Directors of Sky authorise these consolidated financial statements for issue on 24 August 2022.
For and on behalf of the Board of Directors.
Keith Smith
Director and Chair of Audit and Risk Committee
Philip Bowman
Director and Chair
Date: 24 August 2022
51
Sky / 2022 Annual Report
Contents
Financial Statements
Consolidated income statement .................................................. 52
Consolidated statement of comprehensive income ................ 53
Consolidated balance sheet .......................................................... 54
Consolidated statement of changes in equity .......................... 55
Consolidated statement of cash flows ....................................... 56
Basis of preparation
1. General information .................................................................... 57
2. Basis of consolidation ................................................................. 58
3. Significant accounting policies and changes ......................... 58
Performance
4. Segment and revenue information .......................................... 60
5. Other income ................................................................................ 62
6. Operating expenses .................................................................... 62
7. Earnings per share ....................................................................... 63
8. Taxation ......................................................................................... 64
Working capital
9. Trade and other receivables ...................................................... 66
10. Programme rights inventory ................................................... 68
11. Trade and other payables and contract liabilities .............. 69
Assets
12. Assets held for sale ................................................................... 70
13. Property, plant and equipment .............................................. 71
14. Right-of-use assets ................................................................... 73
15. Intangible assets........................................................................ 74
16. Goodwill ....................................................................................... 75
Funding
17. Borrowings ...................................................................................79
18. Lease liabilities ............................................................................81
19. Finance costs, net .......................................................................83
20. Share capital ...............................................................................84
21. Reserves ........................................................................................85
Financial risk management
22. Derivative financial instruments .............................................86
23. Financial risk management - market risk .............................88
24. Financial risk management - credit risk ................................89
25. Financial risk management - liquidity risk ............................90
26. Classification of financial instruments ..................................93
Other
27. Contingent consideration and provisions ............................94
28. Business acquisitions ................................................................95
29. Related parties ............................................................................96
30. Prior period adjustments ..........................................................97
31. Commitments .............................................................................98
32. Contingent assets and liabilities .............................................99
33. Subsequent events .....................................................................99
Independent auditor’s report ......................................................100
52
For the year ended 30 June 2022
In NZD 000Notes30-Jun-2230-Jun-21
1
Revenue
4736,111 711,234
Other income
516,753 13,520
Expenses
Programming
365,347329,354
Subscriber related costs
93,23393,070
Broadcasting and infrastructure
70,58666,694
Depreciation, amortisation and impairment of assets
6,3080,171106,496
Other costs
54,68255,259
Total expenses
664,019650,873
Impairment of goodwill
162,000 -
Finance costs (net)
19 6,09410,536
Profit before tax
80,75163,345
Income tax expense
8 18,53919,070
Profit for the year
62,21244,275
Attributable to
Equity holders of the Company
762,14543,957
Non-controlling interests
67318
62,212
44,275
Earnings per share
Basic and diluted earnings per share (cents)
735.5725.17
(1) Comparative balances have been restated (refer note 30).
Consolidated
Income Statement
53
Sky / 2022 Annual Report
Consolidated Statement
of Comprehensive Income
For the year ended 30 June 2022
In NZD 00030-Jun-2230-Jun-21
1
Profit for the year
62,21244,275
Items that may be reclassified to profit or loss
Exchange difference on translation of foreign operations
318 (291)
Deferred hedging gains transferred to operating expenses during the year
12,7851,056
Income tax effect
(3,580)(296)
Net other comprehensive income to be reclassified to profit or loss,
net of income tax
9,523469
Items that may not be reclassified to profit or loss
Deferred hedging losses transferred to non-financial assets during the year
(1,535)(367)
Income tax effect
430103
Net other comprehensive loss not being reclassified to profit or loss,
net of income tax
(1,105)(264)
Total comprehensive profit for the year
70,63044,480
Attributable to:
Equity holders of the Company
70,56344,162
Non-controlling interest
67318
70,63044,480
(1) Comparative balances have been restated (refer note 30).
54
As at 30 June 2022
In NZD 000Notes30-Jun-2230-Jun-21
1
Current assets
Cash and cash equivalents
138,91634,800
Trade and other receivables
955,35965,615
Programme rights inventory
10121,407103,154
Derivative financial instruments
2214,3451,347
330,027204,916
Non-current assets
Property, plant and equipment
1371,393100,192
Right-of-use assets
1457,30164,272
Intangible assets
1551,70051,157
Deferred tax asset
8,304,9195,987
Goodwill
16244,264255,245
Derivative financial instruments
224,4641,724
434,041478,577
Assets held for sale
12 12,78213,436
Total assets
776,850696,929
Current liabilities
Interest bearing loans and borrowings
17 1,0351,137
Lease liabilities
18 31,24439,074
Trade and other payables
11151,711137,077
Contract liabilities
11 52,50552,267
Income tax payable
3,3067,850
Derivative financial instruments
22 -1,495
239,801238,900
Non-current liabilities
Interest bearing loans and borrowings
17 -1,035
Lease liabilities
18 39,43531,075
Trade and other payables
11 1,1461,576
Derivative financial instruments
22 -342
40,58134,028
Liabilities associated with assets held for sale
12 1,975 -
Total liabilities
282,357272,928
Equity
Share capital
20 768,766768,766
Reserves
21 9,4531,035
Retained deficit
(284,995)(347,140)
Total equity attributable to equity holders of the Company
493,224422,661
Non-controlling interest
1,2691,340
Total equity
494,493424,001
Total equity and liabilities
776,850696,929
(1) Comparative balances have been restated (refer note 30).
Consolidated
Balance Sheet
For and on behalf of the Board 24 August 2022
Keith Smith
Director and Chair of Audit and Risk Committee
Philip Bowman
Director and Chair
55
Sky / 2022 Annual Report
For the year ended 30 June 2022
Attributable to owners of the parent
In NZD 000Notes
Share
capitalReserves
Retained
deficitTo t a l
Non-
controlling
interest
To t a l
equity
For the year ended 30 June 2022
Balance at 1 July 2021
768,7661,035(347,140)422,6611,340424,001
Net profit for the year
- - 62,14562,1456762,212
Exchange difference on translation of
foreign operations
- 318 - 318 - 318
Cash flow hedges, net of tax
21 - 8,100 - 8,100 - 8,100
Total comprehensive income for the year
- 8,41862,14570,563 67 70,630
Transactions with owners in their
capacity as owners
Dividend paid
- - - - (138)(138)
Balance at 30 June 2022
768,7669,453(284,995)493,2241,269494,493
For the year ended 30 June 2021
Balance at 1 July 2020
767,608991(394,875)373,7241,246374,970
Restatement of adoption of new
accounting standard
3,30 - - 3,7783,778 - 3,778
Balance at 1 July 2020 (restated)
767,608991(391,097)377,5021,246378,748
Net profit for the year
1
30 - - 43,95743,95731844,275
Exchange difference on translation of
foreign operations
- (291) - (291) - (291)
Cash flow hedges, net of tax
21 - 496 - 496 - 496
Total comprehensive income for the year
- 20543,95744,162 318 44,480
Transactions with owners in their
capacity as owners
Dividend paid
- - - - (224)(224)
CEO share based remuneration
29 1,158 (161) - 997 - 997
1,158 (161) - 997(224)773
Balance at 30 June 2021
768,766 1,035 (347,140) 422,661 1,340 424,001
(1) Comparative balances have been restated (refer note 30).
Consolidated Statement
of Changes in Equity
56
For the year ended 30 June 2022
In NZD 000Notes30-Jun-2230-Jun-21
1
Cash flows from operating activities
Profit before tax
3080,75163,345
Adjustments for:
Depreciation and amortisation
6,3080,171 106,496
Impairment of goodwill
162,000 -
Impairment of programme rights
101,152 7,466
Unrealised foreign exchange loss/(gain)
19618(656)
Interest expense
195,772 11,941
Bad debts and movement in provision for loss allowance
61,291 1,454
Other non-cash items
(798) (259)
Movement in working capital items:
Decrease/(increase) in receivables
229 (9,283)
Decrease in payables
(3,759) (39,237)
(Increase)/decrease in programme rights
(19,517)5,052
Cash generated from operations
147,910146,319
Interest paid
(5,547)(11,250)
Bank facility fees paid
(225)(900)
Income tax paid
(22,500)(33,000)
Net cash from operating activities
119,638101,169
Cash flows from investing activities
Acquisition of property, plant, and equipment
13(19,812)(25,657)
Acquisition of intangibles
15,30(24,871)(19,375)
Proceeds from disposal of Mt Wellington properties
1355,580-
Proceeds from disposal of OSB business
287,000 6,884
Net cash from/(used in) investing activities
17,897(38,148)
Cash flows from financing activities
Repayment of borrowings - bonds
17-(100,000)
Repayment of other borrowings
17(1,137)(1,171)
Payments for lease liability principal
18(32,144)(37,503)
Dividend paid to minority shareholders
(138)(224)
Net cash used in financing activities
(33,419)(138,898)
Net increase/(decrease) in cash and cash equivalents
104,116(75,877)
Cash and cash equivalents at beginning of year
34,800 110,677
Cash and cash equivalents at end of year
138,916 34,800
(1) Comparative balances have been restated (refer note 30).
Consolidated Statement
of Cash Flows
57
Sky / 2022 Annual Report
Notes to the Consolidated
Financial Statements
For the year ended 30 June 2022
1. General Information
This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a whole. They have
been presented in a structure which is intended to make them more relevant to shareholders. Where an accounting policy is
specific to one note, the policy is described in the note to which it relates.
Sky Network Television Limited (Sky) is a company incorporated and domiciled in New Zealand. The address of its registered office
is 10 Panorama Road, Mt Wellington, Auckland, New Zealand. The consolidated financial statements for the year ended 30 June
2022 comprise Sky Network Television Limited and its subsidiaries (the Group).
Sky is a company registered under the Companies Act 1993 and is a reporting entity under Part 7 of the Financial Markets Conduct
Act 2013. The consolidated financial statements of the Group have been prepared in accordance with the requirements of the
Financial Markets Conduct Act 2013 and the NZX Listing Rules.
The Group’s primary activity is to operate as a provider of sport and entertainment media services and telecommunications in
New Zealand and overseas.
These consolidated financial statements were authorised for issue by the Board on 24 August 2022.
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting
Practice in New Zealand (NZ GAAP). The Group is a for-profit entity for the purpose of complying with NZ GAAP. The consolidated
financial statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New
Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated
financial statements also comply with International Financial Reporting Standards (IFRS).
These consolidated financial statements are prepared on the basis of historical cost except where otherwise identified.
The consolidated financial statements are presented in New Zealand dollars.
Group structure
The Group has a majority share in the following subsidiaries:
Name of EntityPrincipal Activity
Country of
IncorporationParent Interest held
Jun-22Jun-21
Sky DMX Music LimitedCommercial musicNew ZealandSky
50.50%50.50%
Sky Ventures LimitedNon-tradingNew ZealandSky
100.00%100.00%
Media Finance LimitedNon-tradingNew ZealandSky
100.00%100.00%
Non Trading PS Limited (previously
Outside Broadcasting Limited)
Non-tradingNew ZealandSky
100.00%100.00%
Screen Enterprises Limited Non-tradingNew ZealandSky
100.00%100.00%
Sky Network Services Limited
(previously Igloo Limited)
Broadband servicesNew ZealandSky
100.00%100.00%
Believe It Or Not LimitedEntertainment quizzesNew ZealandSky
51.00%51.00%
Sky Investment Holdings LimitedInvestmentNew ZealandSky
100.00%100.00%
RugbyPass Limited
Content generation,
subscriptions and
marketing
Ireland
Sky Investment
Holdings Limited
100.00%100.00%
RugbyPass Asia Pte Ltd
1
Non-tradingSingaporeRugbyPass Limited
-100.00%
Lightbox New Zealand LimitedStreaming servicesNew ZealandSky
100.00%100.00%
Sports Analytics Pty Limited
(acquired 1 January 2021)
Data analytics for
sports
South Africa
Sky Investment
Holdings Limited
81.00%81.00%
RugbyPass UK Limited
(incorporated 26 Jan 2021)
Management servicesUnited Kingdom
Sky Investment
Holdings Limited
100.00%100.00%
(1) At the request of the Group, RugbyPass Asia Pte Ltd was struck off the Register of Companies on 10 January 2022.
58
2. Basis of Consolidation
The Group financial statements consolidate the financial statements of Sky and its subsidiaries. The acquisition method of
accounting is used to account for the acquisition of subsidiaries and businesses by the Group. The consideration transferred in
a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair value of the assets
transferred and the liabilities incurred. Each identifiable asset and liability is generally measured at its acquisition date fair value
except if another NZ IFRS requires another measurement basis. The excess of the consideration of the acquisition and the amount
of any non-controlling interest in the acquired company, less the Group’s share of the identifiable assets acquired, and the liabilities
assumed, is recognised as goodwill. Acquisition related costs are expensed as incurred.
Subsidiaries
Subsidiaries are entities that are controlled, either directly or indirectly, by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns from
its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date on which control ceases.
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are
eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains
unless the transaction provides evidence of an impairment of the asset transferred.
Transactions with non-controlling interests
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as
transactions with the owners in their capacity as owners. The difference between the fair value of any consideration paid and the
relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-
controlling interests are also recorded in equity.
3. Significant Accounting Policies
and Critical Judgements and Estimates
Impact of COVID-19
There continues to be uncertainties due to the COVID-19 epidemic that affect the Group’s key estimates and judgements including:
Intangible assets and goodwill – the ability to achieve future forecasts and the consequential impact on the carrying value of
goodwill and other finite life intangibles. Management and the directors have assessed the recoverable amounts for each cash
generating unit for potential impairment at 30 June 2022, and also considered whether there are any events or changes in
circumstances since the signing of the 2021 financial statements and Interim 2022 financial statements that may indicate further
impairment by considering factors such as:
• the Group’s results for the year, which have exceeded the prior year and plan;
• the improvement in the Group’s share price between 30 June 2021 and 30 June 2022; and
• the premium of net assets to market capitalisation has reduced significantly from the position as at 30 June 2021, noting that
this market capitalisation excludes any control premium,
and have concluded that there is a $2.0 million impairment of RugbyPass goodwill at 30 June 2022 (refer note 16).
Programming rights – the ability to monetise prepaid and future sports programming rights. During the ordinary course of
business, the Group continues to negotiate sports rights and equitable reductions from our content partners. On 18 February 2022
the Group announced it had entered into a contract with the English Premier League for six years, starting with the upcoming
2022/23 season. Management continues to exercise judgement in assessing both the value and estimated future amortisation
profile of programming rights costs in response to uncertainty that COVID-19 has created around the value of certain major sports
competitions, some of which may be delayed or postponed. During the year, the Group received credit notes for cancelled events
during the Auckland lockdown totalling $7.8 million. Management further considered the valuation of the programming rights
arising from the share issue to the NZ Rugby Union and assessed the carrying value as appropriate as the future economic benefit
is still expected to be realised.
Capital Structure – As at 30 June 2022 the Group had working capital of $90.4 million compared to negative working capital of
$28.8 million at 30 June 2021. The $100 million bond was repaid on 31 March 2021 out of the Group’s cash reserves (refer note 17).
Despite the continuing impact of COVID-19 the directors are satisfied that there will be adequate cash flows generated from
operating and financing activities to meet the obligations of the Group for a period of at least 12 months from approving the
consolidated financial statements after taking into consideration the current trading results, the cash available of $139 million and
the undrawn banking facility of $150 million as at 30 June 2022 (refer note 17).
Accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the
Group in its consolidated financial statements as at and for the year ended 30 June 2021 apart from the Group adopting
the interpretation to reflect the April 2021 IFRS Interpretations Committee (IFRIC) agenda decision on Configuration and
Customisation costs in a Cloud Computing Arrangement. The Group has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.
59
Sky / 2022 Annual Report
Significant Accounting Policies and
Critical Judgements and Estimates (Continued)
Foreign currency translation
Functional and presentation currency: The Group’s consolidated financial statements are presented in New Zealand dollars (NZD
or $) which is the Group’s functional and presentation currency.
Transactions and balances: Monetary assets and liabilities denominated in foreign currencies are translated into the functional
currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a
foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-
monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date
of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs, except
when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign operations: The income statements of foreign operations are translated into the Group’s reporting currency at average
exchange rates for the period and the assets and liabilities of foreign operations are translated into NZD at the exchange rates
prevailing at the reporting date. The income and expenses of foreign operations are translated into NZD at the exchange rates at
the dates of the transactions.
Foreign exchange differences are recognised in other comprehensive income and accumulated in the translation reserve.
Comparatives
Certain comparative amounts have been reclassified to better reflect consistency with the current period.
The Group has adjusted the prior period in respect of configuration and customisation costs incurred in implementing Software as
a Service (SaaS) arrangements. The Group has also adjusted an overstatement of the lease liability as at the date of adoption of
NZ IFRS 16 Leases to reflect the contractual payment terms. The impact of these changes on the Group financial statements is
summarised in note 30.
Goods and services tax (GST)
The consolidated statement of comprehensive income and consolidated statement of cash flows have been prepared so that all
components are stated exclusive of GST. All items in the consolidated balance sheet are stated net of GST with the exception of
receivables and payables, which include GST invoiced.
New Accounting interpretations applicable to the Group
IFRIC - Configuration and Customisation in a Cloud Computing Arrangement
In April 2021 the IFRS Interpretations Committee (IFRIC) issued an agenda decision on Configuration and Customisation costs
in a Cloud Computing Arrangement. The Group has completed a review of relevant cloud computing arrangements and has
implemented the interpretation to reflect the new guidance published by IFRIC.
The interpretation requires that configuration and customisation costs are expensed as incurred unless the activities either provide
Sky with control of an intangible asset, or, if undertaken by the Software as a Service (SaaS) vendor, comprise a service that is not
distinct from the provision of the SaaS arrangement. The change has been retrospectively applied as detailed in note 30.
Note 15 describes the entity’s interpretation in respect of configuration and customisation costs incurred in implementing Software
as a Service arrangements. In applying the entity’s accounting policy, the Group made the following key judgements that may have
the most significant effect on the amounts recognised in financial statements:
Capitalising configuration and customisation costs in SaaS arrangements
Configuration and customisation activities undertaken in implementing SaaS arrangements may entail the development of
software code that enhances, modifies, or creates additional capability to the existing on-premise software to enable it to connect
with the cloud-based software applications (referred to as integrations). Judgement was applied in determining whether the
additional code meets the definition of and recognition criteria for an intangible asset in NZ IAS 38 Intangible Assets. The Group
has recognised $16 million in FY21 and $12.3 million in FY22 of configuration and customisation costs as intangible assets.
Determining whether configuration and customisation services are distinct from the SaaS
Where the SaaS vendor provides both implementation services and the SaaS arrangement, the Group have applied judgement
to determine whether these services are distinct from each other or not, and therefore, whether the implementation services are
expensed as the software is configured or customised (i.e. upfront), or over the SaaS contract term. Where the configuration and
customisation activities significantly modify or customise the cloud software, these activities will not be distinct from the access to
the cloud software over the contract term. Judgement has been applied in determining whether the degree of customisation and
modification of the cloud based software would be deemed significant. The Group has recognised $0.8 million in FY21 and $nil in
FY22 as prepayments in respect of implementation services performed by SaaS vendors.
Environmental, Social and Governance (ESG) reporting
The Group as part of its enterprise risk management framework continues to monitor its exposure to risk, including climate related
risk and related regulatory reporting requirements. Sky intends to specifically review and report on exposure to climate related
risk, and potential opportunities in line with legislative requirements currently under development and likely to reflect the Financial
Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) requirements. Emissions measurement systems are in
place, and these will continue to be further refined with a view to initiating reporting in the 2023 financial year.
We do not at this stage consider there to be any significant financial impact for the Group from climate change but will continue to
monitor as our strategic framework, systems and processes evolve and as regulatory frameworks are finalised and introduced.
60
4. Segment and Revenue Information
In NZD 00030-Jun-2230-Jun-21
Sky Box subscriptions
514,029532,122
Broadband subscriptions
8,78271
Streaming subscriptions
93,26673,267
Commercial revenue
47,37943,679
Advertising
47,59244,866
Other revenue
25,06317,229
736,111711,234
Description of revenue streams
With its operating business segment Sky has several revenue streams which it reports against. These include:
Sky Box revenue: This includes revenue from Sky’s subscription services linked to its Sky Box customers. Customers are invoiced
on a monthly basis in advance and contracts are normally for a period of 12 months with monthly renewals thereafter. Early
termination fees apply. Revenue is recognised over the period to which the subscription relates.
Unearned subscriptions and deferred revenues are revenues that have been invoiced relating to services not yet performed and are
reported as contract liabilities (refer note 11).
Broadband revenue: This includes revenue from Sky’s Broadband service which is provided primarily to Sky Box customers.
Customers are invoiced in advance on a monthly basis either on a twelve month or rolling monthly contract. Early termination fees
apply to 12 month contracted customers only. Revenue is allocated across the performance obligations on a relative standalone-
selling price basis, using market-based approaches as follows:
• the provision of broadband connectivity – recognised on a straight-line basis over the contract term (i.e. as billed monthly);
• the provision of a voucher for Disney+ – recognised at a point in time when the voucher is issued.
• voice services – recognised either on a straight-line basis over the term (for bundles) or as incurred (additional calls), consistent
with billing.
• costs incremental to obtaining a contract are expensed as incurred.
Streaming revenue:: This includes content sold to third parties for retransmission and revenue from streaming services such as
Neon, Sky Sport Now and RugbyPass. This revenue is recognised over time based on the timing of the services provided. Contracts
vary in length, including daily, weekly, monthly and are payable in advance. In the prior year retransmission revenue was billed in
arrears, which continued until 1 March 2022, when invoicing in advance commenced.
Contracts with wholesale customers, where some of the Group’s services including Neon and Sky Sport Now, are combined with
the wholesale customer products and sold as part of a bundled service have differing provisions such that the Group has been
determined to be either the principal or the agent depending on the wholesale contract terms. Customers are invoiced in advance
on a monthly basis and contracts are normally for a period of 12 months with monthly renewals thereafter.
Commercial revenue: This includes commercial revenue earned from Sky subscriptions at businesses throughout New Zealand.
Customers are invoiced in advance on a monthly basis and contracts are normally for a period of 12 months with monthly
renewals thereafter.
Advertising revenue: This relates to revenue received from customers in return for advertising placed on the Group’s services. This
revenue is recognised when the advertisement is screened. Contract terms and rates vary depending on the customer and services
provided. Customers are billed monthly in arrears. Revenue is earned at a point in time.
Other revenue: This includes revenue from installation services, transmission services, and various other non-subscriber related
revenue. This revenue is recorded when the product or service has been delivered to the customer at a point in time or when the
performance obligation is received by the customer.
Revenue from the lease of Broadband equipment to the customer is recognised on a straight-line basis over the contract term,
consistent with monthly billing.
61
Sky / 2022 Annual Report
Key estimates and judgements
Gross versus net presentation If the Group has control of goods or services when they are delivered to a customer, then the
Group is the principal in the sale to the customer, otherwise the Group is acting as an agent. Whether the Group is considered
to be the principal or an agent in the transaction depends on analysis by management of both the legal form and substance
of the agreement between the Group and its business partners. This assessment includes the determination of control over
pricing and products and these judgements may have an effect on the reported revenue and operating cash flows.
Operating segments are reported in a manner consistent with the internal reporting provided to Sky’s executive team who are
the chief operating decision-makers. Sky’s executive team is responsible for allocating resources and assessing performance of
the operating segments. Sky operates in a single operating segment comprising the provision of sport, entertainment media and
telecommunication services in New Zealand. RugbyPass has been identified as a separate operating segment and is a separate
cash generating unit for the year ended 30 June 2022. For financial reporting purposes and with reference to the aggregation
criteria in the accounting standards RugbyPass is aggregated with the Sky business operating segment for the purposes of
reporting segment disclosure.
The table below shows the disaggregation of the Group’s revenue from contracts with customers on the basis of when revenue is
recognised for its principal revenue streams as described below.
In NZD 000
Sky Box
subscriptions
Broadband
subscriptions
Streaming
subscriptions
Commercial
revenueAdvertisingOther revenue
Total revenue
from contracts
with customers
For the year ended 30 June 2022
Revenue from customers
514,0298,78293,26647,37947,59225,063736,111
Total revenue
514,0298,78293,26647,37947,59225,063736,111
Timing of revenue recognition
At a point in time
5,195 366 --47,5927,46760,620
Over time
508,8348,41693,26647,379 - 17,596675,491
514,0298,78293,26647,37947,59225,063736,111
For the year ended 30 June 2021
Revenue from customers
532,1227173,26743,67944,86628,874722,879
Inter-segment revenue
- - -- - (11,645)(11,645)
Total revenue
532,1227173,26743,67944,86617,229711,234
Timing of revenue recognition
At a point in time
5,291 - --44,8667,64457,801
Over time
526,8317173,26743,679 - 9,585653,433
532,1227173,26743,67944,86617,229711,234
Inter-segment revenue relates to intergroup services relating to sports productions provided by OSB until 31 March 2021, when
OSB was sold to NEP Limited (refer note 28).
Segment and Revenue Information (Continued)
62
5. Other Income
Other income includes:
In NZD 000Notes30-Jun-2230-Jun-21
Government grant R&D tax credit
1,9721,752
Gain on sale of OSB
28-5,787
RugbyPass content provision release
27-1,476
RugbyPass earnout release
27-3,553
Gain on sale of Mt Wellington properties
1
1313,981-
Other income
800952
16,75313,520
(1) Includes $6.1 million gain on sale relating to the sale and leaseback of the groups land and buildings located at 10 Panorama Road,
Mt Wellington and a $7.8 million gain on sale of land and buildings located at 16 and 34 Leonard Road, Mt Wellington.
Other income: Income not related to revenue from contracts with customers is required to be disclosed separately in the
financial statements and includes investment income, gains or losses on disposal of assets, lessor revenue and other income
not related to customer contracts.
6. Operating Expenses
Profit before tax includes the following separate expenses:
In NZD 000Notes30-Jun-2230-Jun-21
Depreciation, amortisation and impairment
Depreciation and impairment of property, plant and equipment
1
1327,27636,355
Amortisation of intangibles
2
1522,18133,901
Depreciation and impairment of right-of-use assets
1430,71436,240
Impairment of goodwill
162,000-
Total depreciation, amortisation and impairment
82,171106,496
Credit loss
Movement in provision
316374
Net write-off
9751,080
Total credit loss
91,2911,454
Fees paid to external auditors
Audit fees paid to principal auditors
3
661 589
Regulatory reporting
18 9
Non-assurance services by principal auditors
Treasury related financial markets risk analysis and commentary
- 9
Total fees to external auditors
679607
Employee costs
4
75,29482,416
Kiwisaver employer contributions
2,2802,134
Donations
84187
Operating lease and rental expenses
941922
(1) The majority of depreciation and amortisation relates to broadcasting assets (refer note 13).
(2) Comparative balance has been restated (refer note 30).
(3) The audit fee includes the fee for both the annual audit of the financial statements and the review of the interim financial statements.
(4) The decrease in employee costs in 2022 is primarily due to the release of the Holidays Act 2003 compliance provision of $2.7 million, lower
employee head count and termination benefits of $1.8 million paid to the former CEO in the prior period.
63
Sky / 2022 Annual Report
Employee entitlements to salaries, wages and annual leave, to be settled within 12 months of the reporting date represent
present obligations resulting from employee services provided up to the reporting date, calculated at undiscounted amounts
based on remuneration rates that the Group expects to pay.
Incentive plans are recognised as a liability and an expense for discretionary short-term incentives (STIs) based on a formula
that takes into account the economic value added by employees during the reporting period. The Group recognises this
provision where contractually obliged or where there is a past practice that has created a constructive obligation.
7. Earnings Per Share
30-Jun-2230-Jun-21
1
Profit after tax attributable to equity holders of the parent (NZD 000)
2
62,14543,957
Weighted average number of ordinary shares on issue (thousands)
174,688174,648
Basic and diluted earnings per share (cents)
35.5725.17
Issued ordinary shares at the beginning of the year
174,688,323174,628,323
Ordinary shares issued on 1 March 2021
-60,000
Total number of shares on issue
174,688,323174,688,323
Weighted average number of ordinary shares on issue
174,688,323 174,648,378
(1) Prior year balances have been restated to reflect the share consolidation on 17 September 2021 (refer note 20).
(2) Comparative balance has been restated (refer note 30).
Basic earnings or loss per share
Basic earnings or loss per share is calculated by dividing the profit attributable to equity holders of Sky by the weighted average
number of ordinary shares on issue during the year.
Diluted earnings per share
Diluted earnings or loss per share is calculated by adjusting the weighted average of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. Sky had no dilutive potential ordinary shares during the current or prior period.
Operating Expenses (Continued)
64
8. Taxation
Income tax expense
The total charge for the year can be reconciled to the accounting profit as follows:
In NZD 00030-Jun-2230-Jun-21
1
Profit before tax
80,75163,345
Prima facie tax expense at 28%
22,61017,737
Non-assessible income
(6,652)(1,268)
Non-deductible expenses
1,984710
Prior year adjustment
(644)371
Adjustment for change to building depreciation
-153
Tax loss not recognised
614611
Effect of foreign tax rates
627756
Income tax expense
18,53919,070
Allocated between:
Current tax payable
20,12425,143
Deferred tax
(1,585)(6,073)
Income tax expense
18,539 19,070
(1) Comparative balance has been restated (refer note 30).
Current income tax expense
Income tax expense represents the sum of the tax currently payable and deferred tax, except to the extent that it relates
to items recognised directly in other comprehensive income, in which case the tax expense is also recognised in other
comprehensive income. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as
reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using the rates
that have been enacted or substantively enacted by the balance date.
Imputation credits
In NZD 00030-Jun-2230-Jun-21
Imputation credits available for subsequent reporting periods based on a tax rate of 28%
189,788 161,341
The above amounts represent the balance of the imputation credit account as at the end of the reporting period adjusted for:
• Imputation credits that will arise from the payment of the amount of the provision for income tax;
• Imputation debits that will arise from the payment of dividends. Availability of these credits is subject to continuity of ownership
requirements.
65
Sky / 2022 Annual Report
Deferred tax assets and (liabilities)
The following are the major deferred tax liabilities and assets and the movements thereon during the current and prior reporting periods.
In NZD 000Notes
Fixed
assets
Leased
assetsOther
Recognised
directly
in equityTo t a l
For the year ended 30 June 2022
At 1 July 2021
2,575(1,669)5,629(548)5,987
Disposal of Mt Wellington properties
377 - - -377
NZ IFRS 9 hedging adjustment recognised through
other comprehensive income
- - - (3,150)(3,150)
Prior period adjustments recognised through equity
- - - 120120
Credited/(charged) to profit and loss
(2,231)5,408(1,592) - 1,585
Balance at 30 June 2022
7213,7394,037(3,578)4,919
For the year ended 30 June 2021
At 1 July 2020
(1,899)(6,878)9,348(355)216
Disposal of subsidiaries
28 - 66 - -66
NZ IFRS 9 hedging adjustment recognised through
other comprehensive income
21 - - - (193)(193)
Prior period adjustments recognised
through equity
1
1,273(1,448) - -(175)
Credited/(charged) to profit and loss
3,2016,591(3,719) - 6,073
Balance at 30 June 2021
2,575(1,669)5,629(548)5,987
(1) Comparative balance has been restated (refer note 30).
Certain deferred tax assets and liabilities have been offset as allowed under NZ IAS 12 where there is a legally enforceable right
to set off current tax assets against current tax liabilities and where the deferred tax assets and liabilities are levied by the same
taxation authority.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination,
that at the time of the transaction neither affects accounting nor taxable profit or loss. Deferred income tax is determined
using tax rates that have been enacted or substantively enacted by the balance date and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are
recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences
can be utilised.
Key estimates and judgements
Deferred tax assets are recognised for unused tax losses and other deductible temporary differences to the extent that it is
probable that taxable profit will be available against which the losses and other deductible temporary differences can be utilised.
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised based
upon the likely timing and level of future taxable profits. No deferred tax asset has been recognised in relation to the Rugby Pass
accumulated losses of $23,724,000 (30 June 2021: $19,412,000) and Sky Network Services Limited’s (previously Igloo Limited)
accumulated losses of $11,850,000 (30 June 2021: $12,150,000). These tax losses can be carried forward for use against future
taxable profits of both entities subject to meeting the requirements of the income tax legislation in the local tax jurisdiction
including shareholder continuity.
Taxation (Continued)
66
9. Trade and Other Receivables
In NZD 000Note30-Jun-2230-Jun-21
Trade receivables
35,416 37,694
Less provision for loss allowance
(1,588)(1,272)
Trade receivables - net
33,828 36,422
Other receivables
11,966 8,847
Owing by NEP
28- 7,000
Prepaid expenses
9,565 13,346
Balance at end of year
55,359 65,615
Deduct receivables not classified as financial assets
1
(11,945)(13,601)
Financial instruments
2643,41452,014
(1) Receivables not classified as financial instruments include prepaid expenses, tax receivable and facility fees.
Impairment of trade receivables
The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on the shared credit risk characteristics
and the days past due. The expected loss rates are based on the payment profiles of revenue over the prior 24 months and the
corresponding historical credit losses experienced within this period.
The impairment of trade receivables as at 30 June 2022 is as follows:
30-Jun-2230-Jun-21
In NZD 000
Gross ImpairmentGross Impairment
Residential subscribers
22,408(1,072)24,326(1,099)
Commercial subscribers
4,783(176)4,759(32)
Wholesale customers
1,345 - 1,004 -
Advertising
4,731(7)4,680(60)
Other
2,149(333)2,925(81)
35,416(1,588)37,694(1,272)
67
Sky / 2022 Annual Report
As at 30 June, the ageing analysis of trade receivables is as follows:
30-Jun-2230-Jun-21
In NZD 000
Expected
loss rate
Gross
carrying
amount
Loss
allowanceIn NZD 000
Expected
loss rate
Gross
carrying
amount
Loss
allowance
Not past due
0.2% 28,999 72
Not past due
0.2% 31,483 75
Past due 0-30 days
3.1%3,397107
Past due 0-30 days
2.3%3,83287
Past due 31-60 days
7.5%1,30297
Past due 31-60 days
7.3%1,07579
Past due 61-90 days
42.0%638268
Past due 61-90 days
55.8%557311
Greater than 90 days
96.7%1,0801,044
Greater than 90 days
96.4%747720
35,4161,58837,6941,272
Movements in the provision for impairment of receivables were as follows:
In NZD 000Note30-Jun-2230-Jun-21
Opening balance
1,272 898
Charged during the year
6 1,291 1,454
Utilised during the year
(975)(1,080)
Closing balance
1,588 1,272
The provision charged and the amount utilised for impaired receivables has been included in subscriber related costs in profit or
loss. Amounts charged to the allowance account are generally written off when there is no expectation of receiving additional cash,
usually ninety days after a customer has been disconnected. The maximum exposure to credit risk at the reporting date is the fair
value of each class of receivable. The Group holds collateral of $1.1 million (30 June 2021: $1.2 million) in the form of deposits for
Sky Box customers.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment. Collectability of trade receivables is reviewed on an on-going basis.
Debts which are known to be uncollectible are written off. An impairment loss is recognised based on expected credit losses for
each trade receivable group.
Trade and Other Receivables (Continued)
68
10. Programme Rights Inventory
In NZD 000Note30-Jun-2230-Jun-21
Opening balance
103,154115,672
Acquired during the year
329,888 266,348
Written off during the year
(1,152)(7,466)
Charged to programming expenses
(310,483)(271,400)
Balance at end of year
121,407103,154
Programme rights inventories for broadcast are stated at the lower of cost and net realisable value, and net of the
accumulated expense charged to the income statement to date. Such programming rights are included as inventories when
the legally enforceable licence period commences, and all of the following conditions have been met: (a) the cost of each
programme is known or reasonably determinable; (b) the programme material has been accepted by the Group in accordance
with the conditions of the rights; and (c) the programme is available for its first showing.
Prior to being included in inventories, the programming rights are classified as television programme rights not yet available
for transmission and not recorded as inventories on the Group’s balance sheet and are instead disclosed as contractual
commitments (refer note 31).
The cost of television programme inventories is recognised as programming rights in the income statement, over the period
the Group utilises and consumes the programming rights, applying linear-broadcast and time-based methods of amortisation
depending on the type of programme right, taking into account the circumstances primarily as described below.
These circumstances may change or evolve over time and, as such, the Group regularly reviews and updates the method used
to recognise programming expense.
• Sports – the majority or all of the cost is recognised in the income statement on the first broadcast or, where the rights are
for multiple seasons or competitions, such rights are recognised principally on a straight-line basis across the contracted
broadcast period or season.
• Movies and linear entertainment channels – the cost is recognised in the income statement on an “as played” basis over the
period for which the broadcast rights are licensed.
• Pass through channels – the cost is amortised in the month of activity.
• Entertainment streaming content is amortised on a straight-line basis over the licence period.
The Group regularly reviews its programming rights for impairment. Where programme broadcast rights are surplus to the
Group’s requirements, and no gain is anticipated through a disposal of the rights, or where the programming will not be
broadcast for any other reason, a write-down to the income statement is made. Any reversals of inventory write-downs are
recognised as reductions in operating expense.
69
Sky / 2022 Annual Report
11. Trade and Other Payables and Contract Liabilities
In NZD 000Notes30-Jun-2230-Jun-21
Trade payables
100,682 83,710
Employee entitlements
9,412 10,560
Tax payables
5,465 7,377
Accruals
34,746 31,119
Provisions
1
27 2,552 5,887
Balance at end of year
152,857 138,653
Current
151,711 137,077
Two to five years
1,146 1,576
152,857 138,653
Less
Payables not classified as financial instruments
1
(17,429)(23,824)
Financial instruments
25135,428114,829
(1) Tax payables, provisions and employee benefits do not meet the definition of a financial instrument and have been excluded from
the “Financial instruments” category.
Contract liabilities are recognised for payments received from Sky Box, Commercial, Streaming and Broadband customers in
advance and are recognised in revenue over the service period. Contract liabilities recognised at the end of the financial year
are recognised as revenue in the following year.
Trade and other payables, other than contingent consideration which is measured at fair value, are initially measured at fair
value and are subsequently measured at amortised cost using the effective interest method.
Contract liabilities
IN NZD 00030-Jun-2230-Jun-21
Deferred revenue
52,505 52,267
Contract liabilities of $52,267,000 were released into revenue during the year ended 30 June 2022 (30 June 2021: $51,180,000).
Contract liabilities are not classified as financial instruments.
70
12. Assets Held for Sale
In May 2022, the Group commenced negotiations to sell the RugbyPass business for consideration of $11.0 million to Rugby World
Cup Ltd as part of a wide ranging multi-year partnership. Those negotiations are progressing positively, and settlement is expected
to be completed within the next 12 months.
The assets and liabilities classified as held for sale on 30 June 2022 relate to the sale of RugbyPass business. The assets classified
as held for sale at 30 June 2021 related to the properties known as Studio 2 and Studio 3 only.
The assets classified as held for sale have been reported at their book value.
In NZD 000Note30-Jun-2230-Jun-21
Assets
Property, plant and equipment (net)
13 - 13,436
Trade and other receivables
14 1,737 -
Other intangible assets
15 2,064 -
Goodwill
16 8,981 -
Assets held for sale
12,78213,436
Liabilities
Trade and other payables
1,612 -
Deferred tax liability
363-
Liabilities associated with assets held for sale
1,975-
The movements in assets held for sale are:
In NZD 000
Property, plant
and equipmentGoodwill
Other
intangible
assets
Current
Assets
Current
liabilities
Other
non-current
liabilitiesTo t a l
Balance at 1 July 2021
13,436- - ---13,436
Additions
20,7598,981 2,064 1,737 (1,612) (363) 31,566
Disposals (note 13)
(34,195)--- - - (34,195)
Balance at 30 June 2022-
8,981 2,064 1,737 (1,612) (363) 10,807
71
Sky / 2022 Annual Report
13. Property, Plant and Equipment
In NZD 000
Land, buildings
& leasehold
improvements
Broadcasting
& studio
equipment
Decoders &
associated
equipment
Capitalised
installation
costs
Other
plant &
equipment
Projects
under
developmentTo t a l
For the year ending 30 June 2022
Cost
Balance at 1 July 2021
43,799 110,718 254,055 245,178 77,827 1,666 733,243
Transfer between categories
1011,071- - 94(1,266)-
Additions
9481,02797711,6052,6772,57819,812
Disposals
(34,570)(901)(8,346)(17,413)(4,113) - (65,343)
Balance at 30 June 2022
10,278111,915246,686239,37076,4852,978687,712
Accumulated depreciation
Balance at 1 July 2021
16,717103,066247,750208,13457,384 - 633,051
Depreciation for the year (note 6)
725 2,334 1,785 15,930 6,502 - 27,276
Disposals
(13,588)(561)(8,346)(17,414)(4,099) - (44,008)
Balance at 30 June 2022
3,854104,839241,189206,65059,787 - 616,319
Net book value at 30 June 2022
6,4247,0765,49732,72016,6982,97871,393
For the year ending 30 June 2021
Cost
Balance at 1 July 2020
70,763 100,645 304,083 251,921 92,542 2,386 822,340
Transfer between categories
(222)8,709- 32 (10,108)(1,532)(3,121)
Assets held for sale (note 12)
(19,701) - - - - - (19,701)
Additions
1,1221,4682,03014,8465,37981225,657
Disposals
(8,163)(104)(52,058)(21,621)(9,986) - (91,932)
Balance at 30 June 2021
43,799110,718254,055245,17877,8271,666733,243
Accumulated depreciation
Balance at 1 July 2020
28,52299,868296,107209,89363,365 - 697,755
Transfer between categories
- 747(3)19(3,885) - (3,122)
Depreciation for the year (note 6)
2,371 2,555 3,703 19,843 7,883 - 36,355
Assets held for sale (note 12)
(6,265) - - - - - (6,265)
Disposals
(7,911)(104)(52,
057)(21,621)(9,979) - (91,672)
Balance at 30 June 2021
16,717103,066247,750208,13457,384 - 633,051
Net book value at 30 June 2021
27,0827,6526,30537,04420,4431,666100,192
Land, buildings, and leasehold improvements at 30 June 2022 includes land with a cost of $1,600,000 (30 June 2021: $2,625,000).
The land and buildings at Mt Wellington were sold on 18 March 2022 and have been recognised as disposals. Depreciation related
to broadcasting assets (including decoders and capitalised installation costs) of $20,049,000 (30 June 2021: $26,101,000)
accounts for the majority of the total depreciation charge.
72
Property, Plant and Equipment (Continued)
Sale and Leaseback of Mt Wellington Land and Buildings
On 18 March 2022, the Group completed the sale and leaseback of its Mt Wellington land and building located at 10 Panorama
Road known as Studio 1 which had a book value of $20.8 million at the time of sale. Total net proceeds were $34.3 million resulting
in a gain on sale and leaseback of $13.5 million of which $6.1 million was recognised in other income in the current period.
The unrecognised $7.4 million portion of the sale and leaseback gain is to be allocated to the Studio 1 right of use asset, reflecting
the proportion of the previous carrying amount of the land and building that relates to the right of use asset transferred to the
lessor, and to be amortised over the life of the lease. The leaseback gave rise to a right of use asset of $6.2 million, a lease liability
of $13.6 million and a deferred tax asset of $2.1 million.
On 18 March 2022, the Group also completed the sale of two properties known as Studio 2 and Studio 3 located at 34 and 16
Leonard Road, Mt Wellington. Total net proceeds were $21.3 million resulting in a gain on sale of $7.8 million which was recognised
as other income in the year.
The gain on sale for the Mt Wellington properties is as follows:
In NZD 000Studio 1Studio 2Studio 3To t a l
Net book value
20,8003,37810,01734,195
Sale proceeds
34,3217,50313,75655,580
Financing adjustment
(7,404)--(7,404)
Gain on sale
6,1174,1253,73913,981
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except land which
is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.
Capitalised installation costs are represented by the cost of satellite dishes, installation costs and direct labour costs. Where
parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of
property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be
measured reliably. The cost of additions to plant and other assets constructed by the Group consist of all appropriate costs of
development, construction and installation, comprising material, labour, direct overhead and transport costs. For qualifying
assets directly attributable interest costs incurred during the period required to complete and prepare the asset for its
intended use are capitalised as part of the total cost. All other costs are recognised in profit or loss as an expense is incurred.
Additions in the current year include $234,000 of capitalised labour costs (30 June 2021: $207,450).
Projects under development comprise expenditure on partially completed assets. The projects include items of property, plant
and equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset categories
and depreciation or amortisation commences.
Costs may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency
purchases of property, plant and equipment.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and recognised in other costs.
Depreciation
Property, plant and equipment are depreciated using the straight-line method so as to allocate the costs of assets to their
residual values over their estimated useful lives as follows:
Leasehold improvements 5-50 years
Buildings 50 years
Broadcasting and studio equipment 5-10 years
Decoders and other customer premises equipment 4-5 years
Other plant and equipment 3-10 years
Capitalised installation costs 5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
Key estimates and judgements
The estimated life of technical assets such as decoders and other broadcasting assets is based on management’s best estimates.
Changes in technology may result in the economic life of these assets being different from that estimated previously. The Board
and management regularly review economic life assumptions of these assets as part of management reporting procedures.
73
Sky / 2022 Annual Report
14. Right-Of-Use Assets
In NZD 000TransmissionPropertyEquipmentMotor vehiclesTo t a l
Right-of-use assets
Balance at 1 July 2021
52,6963,4528,01810664,272
Additions
-14,18611,210725,403
Lease modification
(1,003)---(1,003)
Terminations
(657)---(657)
Depreciation
(22,506)(1,484)(6,647)(77)(30,714)
Balance at 30 June 2022
28,53016,15412,5813657,301
Right-of-use assets
Balance at 1 July 2020
79,4329,5977,58720596,821
Additions
652-5,181-5,833
Lease modification
-(1,794)4,0351782,419
Terminations
-(2,696)(1,719)(146)(4,561)
Depreciation
(27,388)(1,655)(7,066)(131)(36,240)
Balance at 30 June 2021
52,6963,4528,01810664,272
A review of Sky’s property portfolio has resulted in a reassessment of some of its property leases resulting in cancelling the lease or
shortening the lease term.
Due to COVID-19 restrictions in the prior year, some lessors have provided the Group with lease concessions by way of reduction
or postponement of monthly payments, for periods of up to three months. These concessions have not resulted in any changes in
either the lease asset or the lease liability (refer note 18). The value of lease concessions received for property leases is nil (30 June
2021: $29,000). These are recorded as a deduction from operating expenses.
Right-of-use assets are measured at cost which includes the initial measurement of the lease liability, plus any lease payment
made before the commencement date, initial direct costs and restoration costs less any lease incentives received. Right-of-use
assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
The Group leases various premises, transmission equipment, motor vehicles and sundry equipment. Rental contracts vary
between one and five years with some office leases containing renewal options. The Group has incorporated renewal options
into the lease term where it is reasonably certain that the lease will be extended.
74
15. Intangible Assets
In NZD 000NotesSoftware
Other
intangibles
Projects under
developmentTo t a l
For the year ending 30 June 2022
Cost
Balance at 1 July 2021
198,9847,2831,648 207,915
Transfer from projects under development
1,476 - (1,476) -
Additions
13,369 - 11,502 24,871
Disposals
(3,382)- - (3,382)
Assets held for sale
12(3,011) (4,362) - (7,373)
Balance at 30 June 2022
207,4362,92111,674222,031
Accumulated amortisation
Balance at 1 July 2021
153,0933,665 - 156,758
Amortisation for the year
20,4001,781 - 22,181
Disposals
(3,298)- - (3,298)
Assets held for sale
12(2,711)(2,599) - (5,310)
Balance at 30 June 2022
167,4842,847 - 170,331
Net book value at 30 June 2022
39,9527411,67451,700
For the year ending 30 June 2021
Cost
Balance at 1 July 2020
181,7429,0579,291 200,090
Transfer between categories
-(369) - (369)
SaaS adjustment
1
(6,039)--(6,039)
Transfer from projects under development
8,907 - (8,907) -
Acquired as part of the acquisition of Sports Analytics
12192 - 204
Additions
24,150 - 1,264 25,414
Disposals
(9,788)(1,597) - (11,385)
Balance at 30 June 2021
198,9847,2831,648207,915
Accumulated amortisation
Balance at 1 July 2020
130,7512,783 - 133,534
Transfer between categories
-(369) - (369)
SaaS adjustment
1
(1,495)--(1,495)
Amortisation for the year
33,3252,071 - 35,396
Disposals
(9,488)(820) - (10,308)
Balance at 30 June 2021
153,0933,665 - 156,758
Net book value at 30 June 2021
45,8913,6181,64851,157
(1) Restatement in prior period (refer note 30).
Software development costs recognised as assets are amortised on a straight-line basis over their estimated useful lives
(generally three to five years). Direct costs associated with the development of broadcasting and business software for
internal use are capitalised where it is probable that the asset will generate future economic benefits. Capitalised costs include
external direct costs of materials and services consumed and direct payroll-related costs for employees (including contractors)
directly associated with the project and interest costs incurred during the development stage of a project. Additions in the
current year to software include $5,706,000 of accumulated capitalised labour costs (30 June 2021: $8,556,000), $5,650,000
of which was incurred in the current year (30 June 2021: $6,975,000) and $Nil capitalised interest (30 June 2021; $242,000).
Costs associated with cloud computing arrangements not controlled by Sky are expensed as incurred. Configuration and
customisation costs are capitalised if they are directly attributable to identifiable intangible assets which are controlled by Sky
and are generated or acquired during implementation. These assets are amortised over their estimated useful lives (generally
three to five years). Configuration and customisation costs are otherwise expensed as incurred unless they relate to services
performed by the SaaS vendor which are assessed as not distinct from the SaaS offering, in which case they are capitalised as
a prepayment and expensed over the service contract period.
Projects under development comprise expenditure on partially completed assets. The projects include items of property, plant
and equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset categories
and depreciation or amortisation commences.
75
Sky / 2022 Annual Report
16. Goodwill
In NZD 000Notes30-Jun-2230-Jun-21
Opening balance
255,245256,312
Disposal of OSB
28-(1,067)
Transfer to held for sale
12(8,981)-
Impairment
6 (2,000) -
Closing balance
244,264 255,245
Assets that have an indefinite useful life are not subject to amortisation and are tested at each reporting date for impairment
and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment
tests are performed by assessing the recoverable amount of each individual asset or cash generating unit (CGU). The
recoverable amount is determined as the higher amount calculated under a value-in-use or a fair value less costs of disposal
calculation. Both methods utilise pre-tax future cash flows which are included in the Group’s five-year business plan.
Goodwill represents the excess of the cost of acquisition over the fair value of the Group’s share of the net identifiable assets,
liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition and the fair value of the non-controlling
interest in the acquired subsidiary. Prior to 30 June 2020 the goodwill balance had been allocated to the Group’s single
reportable segment. The majority of goodwill arose as a result of the acquisition of Sky by Independent Newspapers Limited
(INL) in 2005. Subsequent acquisitions have resulted in increases to goodwill, including in August 2019 with the acquisition of
RugbyPass and associated goodwill of $38.5 million.
From the year ended 30 June 2020, RugbyPass has been reported as a separate CGU, albeit it continues to be included as part
of the Group’s single reportable segment (refer note 4). Subsequent to the December 2019 reporting date, the Board had
reassessed their view of the Group’s CGUs and determined that the separation of Sky and RugbyPass into individual CGUs
represented the lowest level for which there are separately identifiable cash inflows largely independent of the cash inflows
from other assets. This reassessment was largely driven by COVID-19 and the uncertainty it caused in the global sporting
rights market. This uncertainty had led the Board to pivot the RugbyPass strategy away from content rights monetisation
through streaming to the monetisation of its audience reach and self-generated content through advertising, sponsorship,
and lower priced subscriptions. This meant the forecast revenue model for RugbyPass largely differed from that of Sky’s which
continued to primarily be subscriber-based content rights monetisation. In 2021 the Group sold the streaming business of
RugbyPass to Premier Sports Ltd (refer note 28).
In separating out the RugbyPass CGU from Sky’s, all of the Rugby Pass acquisition goodwill of $38.5 million was allocated
to the RugbyPass CGU as it was management’s view that, in conjunction with the factors described above, the existing Sky
business had not received any material synergy benefits from the acquisition of RugbyPass. This goodwill was subsequently
impaired by $27.5 million at 30 June 2020.
On 31 March 2021, the Group disposed of Outside Broadcasting Limited (OSB) (refer note 28). NZ IAS 36 requires that any
goodwill associated with an operation that has been disposed must also be disposed of.
In performing impairment testing, if the carrying values exceed the recoverable amounts of the CGU, then the goodwill
allocated to each of these units is considered to be impaired and an impairment expense is recognised in the income
statement. The recoverable amounts of the Sky CGU and the RugbyPass CGU for the year ended 30 June 2022 have been
determined based on fair value less cost of disposal calculation using the discounted cash flow (DCF) model and the price
a willing buyer would pay for the RugbyPass business. For the year ended 30 June 2022 management has utilised the same
valuation approach and model used in the prior year for calculating the recoverable amount of the Sky CGU. This valuation
methodology uses level three inputs in terms of the fair value hierarchy in NZ IFRS 13.
The fair value less cost of disposal calculations include benefits of future changes to the cost structure as the Group leverages
new technologies and continues to refine its operating models. Some of these changes would not be included if value-in-use
calculations were used to determine the recoverable amounts of the Sky CGU and therefore fair value less cost of disposal
calculations leads to the highest recoverable amounts for the Sky CGU.
Key estimates and judgements
Assets that are subject to amortisation and depreciation are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value-in use.
Intangible Assets (Continued)
76
Goodwill (Continued)
Cash flows over the forecast period (FY23 to FY27)
Forecast cash flows are prepared based on management’s current expectations, with consideration given to internal information
and relevant external industry data and analysis. The cash flow assumptions for the purposes of the impairment testing, referred
to as the goodwill impairment test model were approved by the Board on 20 July 2022.
In determining the cash flows for the goodwill impairment test model, the Board acknowledges that there continues to be ongoing
uncertainties surrounding factors such as:
• the ongoing uncertainty caused by the COVID-19 pandemic;
• the heightened impact of the economic environment (inflation and rising interest rates) as customers rationalise
household spending;
• the quantum and timing of subscription revenues including expected acquisition and retention rates for streaming and
Sky Box customers;
• timing of live sports across the various sporting codes and delivery of rights according to contract, or delivery of equivalent
content, and assumptions around the cost of renewing key rights agreements in the future;
• expansion of content delivery by means other than satellite, specifically the growth of broadband services.
While the core strategy and direction of the business remains broadly the same as the previous five-year plan, which was the basis
of the impairment testing at 30 June 2021, the goodwill impairment test model reflects changes in the business since that time, as
well as areas where there has been a shift in focus such as:
• the better than expected trading performance for the year ended 30 June 2022;
• higher growth in streaming revenues on the back of securing key partnerships with HBO and EPL;
• Sky Box stabilisation delayed reflecting the economic uncertainty impacting household spend;
• a less aggressive growth outlook in broadband;
• changes to sport and entertainment costs to reflect new and/or revised rights deals (e.g. securing the long-term partnerships
with HBO and EPL) and revised assumptions around content renewals in the future; and
• other structural changes
Valuation approach
For the year ended 30 June 2022, Management has utilised the same valuation approach and model used in the prior year for the
Sky CGU, other than refreshing the discounts rates and terminal growth rates (referred to as the Goodwill impairment test case
approved by the Board on 20 July 2022).
Key cash flow assumptions include the following:
Sky CGU
Residential Sky Box and streaming revenues have been forecast based on management’s current expectations of subscriber
numbers and average revenues per user (ARPU). In forming these expectations, management has referenced past churn and
acquisition performance, and factored in management interventions and planned growth strategies, specifically plans for a new
set top box, initiatives focused on customer retention and loyalty, and for streaming, continued growth with Neon and Sky Sport
Now following the HBO renewal and securing the EPL.
Broadband revenues represent a new revenue stream for Sky following its launch in the 2021 financial year and are estimated
based on management’s expectations of Sky’s market penetration with reference to relevant industry data and Sky’s
expected ARPU.
Key estimates and judgements
The determination of CGUs and the allocation of goodwill to these CGUs requires a degree of judgement by management and
this has been outlined above.
The forecasts used in impairment testing also requires assumptions and judgements about the future, such as discount
rates, terminal growth rates, forecast revenues, and assumptions around programming rights, and other costs and capital
expenditure to which the impairment models are very sensitive, and which are inherently uncertain. Actual results may differ
materially from those forecast or implied. The forecasts are not, and should not be read as, a forecast of, or guidance as to,
the future financial performance and earnings of the Group.
77
Sky / 2022 Annual Report
Goodwill (Continued)
Programming expenses include both programming rights and programming costs. Programming rights expenses have been
forecast with reference to contractual arrangements for content currently in place and management’s expectations of future
renewal of content arrangements. Management assumes the continuity of rugby content supply as envisioned in the short form
agreements (“NZR Agreements”) entered into by Sky, SANZAAR and NZ Rugby in October 2019. The parties continue to negotiate
relevant updates to the NZR Agreements reflecting changes to rugby content and competitions as a result of restrictions arising
from COVID-19 or as mutually agreed by the contractual parties. Management has assumed that sufficient volume and quality of
rugby content will be delivered for the length of the contracted period and that the applicable contracted payments will be made.
Programming costs largely comprise of sports production costs and are forecast with reference to the latest sporting calendar and
management’s expectations of future events and renewal assumptions.
Broadcasting and infrastructure expenses are forecast with reference to historical trends with assumed cost savings as Sky
continues to refine its operational activities through a period of transformational change and right-sizes its cost base.
Capital expenditure
Within both CGUs is forecast with reference to revenue consistent with historical trends and the changing nature of the Group’s
asset base.
Discount rates and terminal growth rates
The terminal growth rates and discount rates used in the 30 June 2022 impairment assessment calculations (and the equivalent
assumptions for 30 June 2021) are detailed below. Costs of disposal are assumed to be 1% (30 June 2020: 1%) of enterprise value.
30-Jun-22
30-Jun-21
Sky CGURugbyPass CGU
Sky CGURugbyPass CGU
Terminal growth rate
2.0%N/A1.4%2.0%
Discount rate (post-tax)
1
10.6%N/A14.3%35.0%
Discount rate (pre-tax)
1
14.7%N/A19.9%48.6%
(1) The Sky CGU discount rate has reduced from the prior year reflecting the successful launch of Broadband.
The 2% terminal growth rate for the Sky CGU takes into account the surety of content supply from entering into long term content
supply agreements in the current financial year, the changing balance of future revenues with streaming and other subscription
revenue that are likely to more than offset the decline of residential Sky Box revenues.
The discount rates represent the current assessment of the risks specific to each CGU, considering the time value of money and
risks of achieving the cash flow estimates. The discount rate calculation is based on the specific circumstances of the CGUs and is
derived from its weighted average costs of capital (WACC).
RugbyPass CGU
The Rugby Pass business is being marketed for sale and accordingly has been classified as held for sale at 30 June 2022. The fair
value has been assessed as $11 million based on market data and accordingly a $2 million impairment has been recognised.
Conclusion
As outlined in note 3, Management and the directors have assessed the recoverable amounts for each CGU, and also considered
whether there are any events or changes in circumstances that may indicate impairment and concluded that a $2 million
impairment of the carrying value of RugbyPass goodwill is required at 30 June 2022.
30-Jun-22
30-Jun-21
In NZD 000Notes
Sky CGURugbyPass CGU
Sky CGURugbyPass CGU
Opening balance
244,26410,981245,33110,981
Impairment
-(2,000)--
Disposal of OSB
28--(1,067)-
Transfer to assets held for sale
12-(8,981)--
Closing balance
244,264-244,26410,981
78
Sensitivities
The impact of planned new product offerings, proposed price changes and market changes arising from competition make it
difficult to estimate subscriber numbers with a high degree of accuracy and therefore there is significant uncertainty in the level
of future subscriber numbers. Actual results may be materially different from the plan due to changes in the key assumptions,
in particular changes in the quality, pricing or retention of key content contracts, the continued uncertainty regards COVID-19,
subscriber numbers and ARPU could give rise to impairment of goodwill.
The key forecast cash flow assumptions by CGU are outlined in the following table. For each key assumption management has
identified what a reasonable possible change may be, based on expected ranges which would significantly impact the recoverable
amount. The expected impacts on the CGU recoverable amount which result from a sensitivity to subscribers also captures the
change in the directly attributable variable costs caused by the increase/decrease to subscribers. The expected impact on the
CGU recoverable amount from the cost sensitivities do not capture any changes in revenue which may result if costs were to
increase/decrease.
Expected impact on CGU recoverable amount
Sensitivity
Upside $millionDownside $million
Sky CGU
Residential Sky Box revenues+/-10% change to subscribers
1
272.1 (277.2)
+/-10% change to ARPU
1
399.9 (398.6)
Streaming revenues+/-10% change to subscribers
91.3 (91.4)
+/-10% change to ARPU
109.1 (109.0)
Sky CGU costs+/-20% change to programming cost renewals
1
579.3 (579.3)
+/-1% change to capex as % of revenue
94.8 (94.8)
DCF assumptions+/-2% change to discount rate
172.7 (107.2)
+/-1% change to terminal growth rate
56.3 (44.4)
(1) For the most material forecast cashflow assumptions, namely Sky Box subscriber numbers, Sky Box ARPU, and programming cost renewals, the
sensitivity levels at which Sky CGU goodwill headroom reduces to nil are: Sky Box subscriber numbers (8.9)%, Sky Box ARPU (6.3)%, and programming
costs renewals 4.1%. For other sensitivities shown the reasonably possible changes would not result in an impairment.
Market capitalisation comparison
The Group compares the carrying amount of net assets with its market capitalisation value at each reporting balance date. The
share price as at 30 June 2022 was $2.36 equating to a market capitalisation of $412 million, and the share price on the day the
financial statements were signed was $2.59 equating to a market capitalisation of $452.4 million. This market value excludes any
control premium and may not reflect the value of the Group’s net assets. The carrying amount of the Group’s net assets as at
30 June 2022 was $496.5 million ($2.84 per share). Management and the Directors have considered the market capitalisation and
net assets and concluded there is no indicator of impairment.
Goodwill (Continued)
79
Sky / 2022 Annual Report
17. Borrowings
30-Jun-2230-Jun-21
In NZD 000CurrentNon-currentTo t a lCurrentNon-currentTo t a l
Borrowings
1
1,035 - 1,035 1,137 1,035 2,172
1,035 - 1,035 1,137 1,035 2,172
(1) Borrowings include third-party loans only.
Bank loans
On 2 July 2020, the Group signed a renegotiated bank facility with a syndicate of banks comprising Bank of New Zealand,
Commonwealth Bank of Australia and Westpac NZ Limited securing a facility of $200 million maturing on 31 July 2023.
On 18 March 2022, the Group renegotiated the bank facility to reduce the limit to $150 million and extend the facility to 31 July 2025.
The facility arrangements (together with certain hedging arrangements) take the benefit of shared security granted by certain
members of the Group, including:
• a general security deed granted by each of Sky Network Television Limited, RugbyPass Limited, Sky Network Services Limited,
Sky Investment Holdings Limited;
• real property mortgages granted over certain real property interests of Sky Network Television Limited; and
• a spectrum mortgage granted over certain spectrum.
As is customary for facilities of this nature, the loan facility is subject to certain covenant clauses whereby the Group is required to
meet certain key financial ratios and other performance indicators.
There have been no breaches of covenant clauses in the 2022 financial year and no breaches are anticipated within the next 12
months.
Bank overdrafts of $825,000 (30 June 2021; $1,511,000) have been set off against cash balances.
Bonds
The $100 million bonds, issued by the Group on 31 March 2014, were fully repaid on 31 March 2021.
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in profit or loss over the period of the borrowings, using the effective interest method. Borrowings are classified
as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
the balance date
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less. Bank overdrafts
that are repayable on demand and which form an integral part of the Group’s cash management are included as a component
of cash and cash equivalents for the purpose of the statement of cash flows.
80
Borrowings (Continued)
Changes in liabilities arising from financing activities
In NZD 0001 July 2021AdditionsRepaymentFeesReclass
Other
1
movements
30 June
2022
Current liabilities
Third party loan
1,137 - (1,137) - 1,035 - 1,035
Lease liabilities
39,074 - - - (7,830) - 31,244
Non-current liabilities
Third party loan
1,035 - - - (1,035) - -
Lease liabilities
31,07533,068(32,144) - 7,830(394)39,435
72,32133,068(33,281)- - (394)71,714
In NZD 0001 July 2020AdditionsRepaymentFeesReclass
Other
1
movements
30 June
2021
Current liabilities
Third party loan
970 - (1,171) - 1,137 201 1,137
Bonds
99,795 - (100,000)205 - - -
Lease liabilities
36,562 - - - 2,512 - 39,074
Non-current liabilities
Borrowings
(289) - - 88-201 -
Third party loan
2,172 - - - (1,137) - 1,035
Lease liabilities
68,077
2
5,181(37,503) - (2,512)(2,168)31,075
207,2875,181(138,674)293 - (1,766)72,321
(1) Other movements include exchange differences and changes in fair value (refer note 30).
(2) Lease liability opening balance is restated for the adjustment to lease standard adoption (refer note 30).
81
Sky / 2022 Annual Report
18. Lease Liabilities
This note provides information for leases where the Group is a lessee.
In NZD 000TransmissionPropertyEquipment
Motor
vehiclesTo t a l
For the year ending 30 June 2022
Balance at 1 July 2021
58,1464,0157,87910970,149
Additions for the period
1
-21,79211,269733,068
Lease modifications and terminations
(1,647)---(1,647)
Add interest for period
1,59155640142,552
Less repayments
(24,955)(2,469)(7,190)(82)(34,696)
Foreign currency revaluation
823-430-1,253
Balance at 30 June 2022
33,95823,89412,7893870,679
Current
22,4292,7726,0063731,244
Two to five years
11,52910,2846,783128,597
More than five years
-10,838--10,838
Balance at 30 June 202233,95823,89412,7893870,679
For the year ending 30 June 2021
Balance at 1 July 2020
91,43810,6887,532207109,865
Additions for the period
--5,181-5,181
Lease modifications and terminations
10(4,503)2,33731(2,125)
Add interest for period
2,658424384113,477
Less repayments
(30,971)(2,594)(7,275)(140)(40,980)
Foreign currency revaluation
237-(280)-(43)
Lease liability restatement
2
(5,226) - - - (5,226)
Balance at 30 June 2021
58,1464,0157,87910970,149
Current
32,6941,4924,8157339,074
Two to five years
25,4522,5233,0643631,075
Balance at 30 June 202158,1464,0157,87910970,149
(1) Property additions include the $7.4 million sale and leaseback adjustment to the Right-of-use asset refer notes 13 & 14.
(2) Comparative balance has been restated (refer note 30).
Short term lease costs included in expenses in the consolidated statement of comprehensive income are $3,715,000 (30 June 2021:
$3,172,000). No leases were terminated or assigned to other parties during the period resulting in a lease gain of $Nil (30 June 2021;
$197,000) which is recorded in other income in the consolidated income statement.
The Group leases various properties, transmission equipment, motor vehicles and sundry equipment. Rental contracts vary between
one and ten years with some office leases containing renewal options. Sky has incorporated renewal options into the lease term
where it is reasonably certain that the lease will be extended.
82
Lease Liabilities (Continued)
For higher value contracts the Group adjusts the borrowing rate after considering the effect of the lease term, the currency and
value of the lease, any security given, and the economic environment in which the Group operates.
For leases where there are renewal options the lease payments may change. When lease payments are adjusted, the lease liability
is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The
finance cost is charged to profit or loss over the lease period.
Key estimates and judgements
Determining the lease term
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise
a renewal option. Renewal options are only included in the lease term if the option is reasonably certain to be exercised.
Most of the Group’s property leases contain renewal options, and generally where it is likely that these options will be exercised,
they have been included in the calculation of the lease liability. Management reassesses the likelihood of exercising termination
options at each reporting date or when there is any significant change in circumstances. Any changes in the lease term or value
affect the valuation of the liability and the right-of-use asset and are adjusted accordingly.
A change in the strategic direction of Sky has resulted in a reassessment of some of its property leases resulting in cancelling the
lease or shortening the lease term. This has resulted in a reduction in the lease liability and right-of-use asset (refer note 14), with
the resulting loss being recorded as an impairment charge.
83
Sky / 2022 Annual Report
19. Finance Costs, Net
In NZD 00030-Jun-2230-Jun-21
Finance income
Interest income
(814)(226)
Finance expense
Interest expense on bank loans
2,7653,036
Interest expense on bonds
-4,688
Lease interest
2,5873,527
Amortisation of bond costs
-205
Bank facility finance fees
420485
Total interest expense
5,77211,941
Unrealised exchange loss/(gain) - foreign currency payables
5,433(2,510)
Unrealised exchange (gain)/loss - foreign currency hedges
(4,815)1,854
Realised exchange loss/(gain) - foreign currency payables
518(523)
6,09410,536
Interest income is recognised on a time-proportion basis using the effective interest method, which is the rate that exactly
discounts estimated future cash flow receipts through the expected life of the financial asset to that asset’s net carrying amount.
Borrowing costs directly attributable to acquisition, construction or production of an asset that takes a substantial period of
time to prepare for its intended use are capitalised as part of the cost of the respective assets. All other borrowing costs are
expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group incurs with
the borrowing of funds.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Non-monetary
items carried at fair value that are denominated in foreign currencies are translated to New Zealand dollars at the rates prevailing
on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not re-translated. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions
and from the translation at the year-end exchange rate of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss except where hedge accounting is applied and foreign exchange gains and losses are deferred in other
comprehensive income.
84
20. Share Capital
30-Jun-2230-Jun-21
Notes
Number of
shares (000)
Ordinary shares
(NZD 000)
Number of
shares (000)
1
Ordinary shares
(NZD 000)
Shares on issue at beginning of year
174,688 768,766 174,628 767,608
Shares issued to Chief Executive
29- - 60 1,158
174,688 768,766 174,688 768,766
(1) Prior year balances have been restated to recognise the share consolidation on 17 September 2021.
On 25 August 2021, Sky announced to the NZX and ASX its intention to consolidate every 10 shares held at 5:00pm on
16 September 2021 into 1 share. The consolidation was completed on the 17th September 2021.
After the share consolidation completion the total issued capital of shares is 174,688,323, the amount is slightly higher than the
174,687,956 estimated prior to commencing the consolidation due to rounding of fractional entitlements to shares.
On 21 February 2020, 20,000 ordinary shares (200,000 pre share consolidation) were issued to Sky’s former Chief Executive
Martin Stewart as part of Mr Stewart’s employment agreement. On 1 March 2021, the remaining 60,000 ordinary shares
(600,000 pre share consolidation) included in Sky’s former Chief Executive Martin Stewart’s employment contract were issued
in accordance with his employment agreement (refer note 29) at a value of $1.93 per share.
85
Sky / 2022 Annual Report
21. Reserves
In NZD 000Notes
Hedge
reserve
Share based
compensation
reserve
Currency
translation
reserve
Total
reserves
As at 30 June 2022
Balance as at 1 July 2021
1,106-(71)1,035
Translation of subsidiary
- - 318318
Cash flow hedges (net of tax)
Revaluation
12,785 - - 12,785
Reclassification to profit or loss
(1,535) - - (1,535)
Deferred tax
8(3,150) - - (3,150)
Balance at 30 June 2022
9,206 - 2479,453
As at 30 June 2021
Balance as at 1 July 2020
610161220991
Translation of subsidiary
- - (291)(291)
Employee share scheme
29 - 997 - 997
Credit to equity for equity-settled share based payment
20 - (1,158) - (1,158)
Cash flow hedges (net of tax)
Revaluation
1,056 - - 1,056
Reclassification to profit or loss
(367) - - (367)
Deferred tax
8(193) - - (193)
Balance at 30 June 2021
1,106 - (71)1,035
86
22. Derivative Financial Instruments
30-Jun-2230-Jun-21
In NZD 000NotesAssetsLiabilities
Notional
amountsAssetsLiabilities
Notional
amounts
Forward foreign exchange contracts -
cash flow hedges
2513,546- 235,194 2,525(615) 192,951
Forward foreign exchange contracts - dedesignated
255,263 - 81,667 546 (1,222) 92,443
Total forward foreign exchange derivatives
18,809- 316,861 3,071(1,837) 285,394
Analysed as:
Current
14,345-199,1411,347(1,495)161,445
Non-current
4,464 -117,720 1,724 (342)123,949
18,809-316,8613,071(1,837)285,394
Foreign exchange rates
Foreign exchange rates used at balance date for the New Zealand dollar are:
30-Jun-2230-Jun-21
USD
0.62140.7002
AUD
0.90310.9311
GBP
0.51170.5058
EUR
0.59390.5883
JPY
84.745577.3772
Sensitivity analysis for foreign exchange
A 10% strengthening or weakening of the NZD against the following currencies as at 30 June 2022 would have resulted in
changes to equity (hedging reserve) and unrealised gain/losses (before tax) as shown below. Based on historical movements, a
10% increase or decrease in the NZD is considered to be a reasonable estimate. This analysis assumes that all other variables, in
particular interest rates, remain constant. The analysis is performed on the same basis for the prior year.
10% rate increase 10% rate decrease
In NZD 000 Gain/(loss)EquityProfit or lossEquityProfit or loss
As at 30 June 2022
Foreign currency payables
USD
- 3,627 - (4,433)
AUD
- 6,276 - (7,671)
Foreign exchange hedges
USD
(10,768)(2,325)13,1622,842
AUD
(11,291)(2,605)13,8003,184
(22,059)4,97326,962(6,078)
As at 30 June 2021
Foreign currency payables
USD
- 2,876 - (3,515)
AUD
- 7,836 - (9,577)
Foreign exchange hedges
USD
(8,193)(1,730)10,1032,115
AUD
(9,489)(3,008)11,5983,676
(17,682)5,97421,701(7,301)
87
Sky / 2022 Annual Report
Interest rates
During the year ended 30 June 2022, interest rates on borrowings varied in the range of 3.34% to 6.4% (30 June 2021: 2.1% to 6.25%).
The Group’s interest rate structure is as follows:
30-Jun-2230-Jun-21
In NZD 000Notes
Effective
interest rateCurrentNon-current
Effective
interest rateCurrentNon-current
Assets
Cash and cash equivalents
2.00%138,916 - 0.25%34,800 -
Liabilities
Borrowings
175.42%(1,035)-5.42%(1,137)(1,035)
Lease liabilities
184.22%(31,244)(39,435)4.00%(39,074)(31,075)
106,637(39,435)(5,411)(32,110)
Gains and losses on interest rate hedges recognised in the hedging reserve in equity (refer note 21) are released to profit or loss
within finance cost until the repayment of the bank borrowings.
As at 30 June 2022 the Group does not hold any variable rate loans, nor any interest rate hedges.
Derivative financial instruments
Derivative financial instruments are used to hedge the Group’s exposure to foreign exchange and interest rate risks. The
Group does not hold or issue derivatives for trading purposes. However, derivatives that do not qualify for hedge accounting
are accounted for as trading instruments. Derivative financial instruments are initially recognised at fair value on the date
a derivative contract is entered into and are re-measured at their fair value at subsequent reporting dates. The method of
recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the
nature of the item being hedged.
At inception the Group documents the relationship between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedge transactions. All derivatives are designated as hedges on
a portfolio basis to specific firm commitments or forecast transactions. The Group also documents its assessment, both at
hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective
in offsetting changes in cash flows of hedged items.
Derivatives consist of currency forwards and interest rate swaps. The fair value is recognised in the hedging reserve within
equity until such time as the hedged items will affect profit or loss. The amounts accumulated in equity are either released
to profit or loss or used to adjust the carrying value of assets purchased. For example, when hedging forecast purchase of
programme rights in foreign currency, the gains and losses previously deferred in equity are transferred from equity and
included in the initial measurement of the cost of the programme rights. The deferred amounts are ultimately recognised in
programme rights’ expenses in profit or loss.
Amounts accumulated in the hedging reserve in equity on interest rate swaps are recycled in profit or loss in the periods when
the hedged item affects profit or loss (for example when the forecast interest payment that is hedged is made). The gain or
loss relating to any ineffective portion is recognised in profit or loss as “interest rate swaps - fair value” in finance costs. The
gain or loss relating to interest rate swaps which do not qualify for hedge accounting is recognised in profit or loss within the
interest expense charge in “finance costs, net”. Currently Sky does not hold any interest rate derivatives as it has no variable
debt.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is
ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss
that was reported in equity is immediately transferred to profit or loss. Changes in the fair value of any derivative instruments
that do not qualify for hedge accounting are recognised immediately in profit or loss.
Derivative Financial Instruments (Continued)
88
23. Financial Risk Management – Market Risk
Financial risk management objectives
The Group undertakes transactions in a range of financial instruments which include cash and cash equivalents, receivables,
payables, derivatives and various forms of borrowings including bonds and bank loans.
These activities result in exposure to financial risks that include market risk (foreign exchange risk, fair value interest rate risk, cash
flow interest rate risk and price risk), credit risk and liquidity risk.
The Group seeks to minimise the effects of currency and interest rate risks by using derivative financial instruments to hedge
these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which
provides written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative
financial instruments, and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including
derivative financial instruments, for speculative purposes.
The Corporate Treasury function reports monthly to the Board. The Audit and Risk Committee (a standing committee of the
Board) is responsible for developing and monitoring the Group’s risk management policies and advising the Board in this respect.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s
income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return on risk.
The Group buys and sells derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage
market risks. All such transactions are carried out within the guidelines set by the Board. In general, the Group seeks to apply hedge
accounting in order to manage income statement volatility.
a) Foreign exchange risk
The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Australian
dollar and the United States dollar in relation to purchases of programme rights and the lease of transponders on the satellite.
Foreign exchange risk arises when purchases are denominated in a currency that is not the entity’s functional currency. The net
position in each foreign currency is managed by using forward currency contracts and foreign currency options and collars to limit
the Group’s exposure to currency risk.
The Group’s risk management policy is to hedge foreign capital expenditure (Capex FX) and foreign operating expenditure
(Transactional FX) in accordance with the following parameters. Twelve-month forecasts by currency are updated on a rolling
monthly basis.
Percentage of net exposure hedged
FEC
1
, Collars and Options
PeriodMinimumMaximum
Year rolling 12 months
180%100%
270%100%
30%90%
40%50%
50%50%
6 – 100%25%
(1) Forward exchange contracts
89
Sky / 2022 Annual Report
Financial Risk Management - Market Risk (Continued)
The Group’s exposure to foreign currency risk that has been covered by forward foreign exchange contracts is as follows:
30-Jun-2230-Jun-21
In NZD 000USDAUDOTHERUSDAUDOTHER
Foreign currency payables
(24,793)(62,346)(1,002)(22,152)(80,252)(587)
De-designated forward exchange contracts
23,96057,707 - 21,60770,836 -
Net balance sheet exposure
(833)(4,639)(1,002)(545)(9,416)(587)
Forward exchange contracts
(for forecasted transactions)
110,875124,319 - 88,877104,074 -
Total forward exchange contracts
134,835182,026 - 110,484174,910 -
b) Cash flow and fair value interest rate risk
The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow
interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain its
borrowings in fixed rate instruments as follows:
PeriodMinimum hedgingMaximum hedging
Variable rate borrowings
1-3 years30%90%
4-6 years0%75%
7-10 years0%60%
The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have
the economic effect of converting borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees
with other parties to exchange, at specified intervals (quarterly), the difference between fixed contract rates and floating rate
interest amounts calculated by reference to the agreed notional principal amounts. The Group also enters into fixed-to-floating
interest rate swaps to hedge fair value interest rate risk arising where it has borrowed at fixed rates. The Board approved short
term exemptions for interest rate hedging parameters while the long-term capital structure is revisited.
24. Financial Risk Management – Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises from cash and cash equivalents, deposits with banks, derivative financial instruments and the
Group’s receivables from customers. The carrying amount of these financial assets represents the maximum exposure to credit risk
at year end.
Credit control assesses the credit quality of the customer, taking into account, its financial position, past experience and other
factors. In monitoring customer credit risk, customers are grouped according to their classification and their credit characteristics
and the existence of any previous financial difficulties.
Credit risk with respect to individual residential and commercial customer receivables is limited due to the large number of
subscribers included in the Group’s subscriber base. The credit risk for advertising and wholesale customers is assessed individually
and trade receivables aging is reviewed monthly. In addition, receivables balances are monitored on an on-going basis with the
result that the Group’s exposure to bad debts is not significant. The Group establishes an impairment loss that represents its
estimate of expected credit losses in respect of trade receivables. The main component of the impairment loss is based on a
collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified.
The collective loss allowance is determined based on historical data of payment statistics for similar financial assets (refer note 9).
As a result of the COVID-19 pandemic the Group has increased its expected loss rates due to the uncertain future outlook for
its residential and commercial Sky Box customers. The ability of these customers to settle receivables in the near future is not
currently considered to relate to the recent historical credit risk characteristics of those customers.
Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that
limit the amount of credit exposure to any one financial institution. The maximum exposure to credit risk on the derivative financial
instruments is the value of the derivative assets’ receivable portion of $18,809,000 (30 June 2021: $3,071,000).
90
25. Financial Risk Management – Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk
management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount
of committed credit facilities and the ability to close out market positions. The Group aims to maintain flexibility in funding by
keeping committed credit lines available. During COVID-19 the Group has strengthened its focus on managing working capital,
including increase in control around accounts payable, more frequent review of cash balances, and a higher level of interaction with
customers having overdue balances.
Management monitors the Group’s cash requirements, on a daily basis, against expected cash flows based on a rolling daily cash
flow forecast for at least 90 days in advance. In addition, management compares actual cash flow reserves against forecast and
budget on a monthly basis.
The Group has an undrawn facility balance of $150,000,000 as at 30 June 2022 (30 June 2021: $200,000,000) that can be drawn
down to meet short-term working capital requirements. The facility limit at 30 June 2022 is $150 million, and 30 June 2021 was
$200 million.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the
balance date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows,
including interest payments in respect of financial liabilities and the net settled interest rate derivatives that are in a loss position
at balance date.
Balances due within 12 months equal their carrying value as the impact of discounting is not significant.
In NZD 000Notes
Carrying
amount
Contractual
cash flows
Less than one
year1-2 years>3 years
At 30 June 2022
Non derivative financial liabilities
Third party loans
171,035 (1,047)(1,047)--
Lease liabilities
1870,679 (78,920)(33,795)(20,683)(24,442)
Trade and other payables
11135,428(135,428)(134,282)(430)(716)
Contingent consideration
28- ----
Derivative financial liabilities
Forward exchange contracts used
for hedging - net outflow/inflow
1
22-----
207,142(215,395)(169,124)(21,113)(25,158)
At 30 June 2021
Non derivative financial liabilities
Third party loans
172,172 (2,219)(1,172)(1,047)-
Lease liabilities
1870,149 (78,451)(38,672)(25,811)(13,968)
Trade and other payables
11114,658(114,658)(113,082)(430)(1,146)
Contingent consideration
28171 (171)(68)(68)(35)
Derivative financial liabilities
Forward exchange contracts used
for hedging - net outflow/inflow
1
221,837 (1,841)(1,495)(233)(113)
188,987(197,340)(154,489)(27,589)(15,262)
(1) The table excludes the contractual cash flows of the forward exchange contracts which are included in assets.
91
Sky / 2022 Annual Report
Financial Risk Management - Liquidity Risk (Continued)
The table below analyses the Group’s foreign exchange derivative financial instruments which will be settled on a gross basis into
relevant maturity groupings based on the remaining period at the balance date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows. Inflows have been calculated using balance date spot rates.
In NZD 000
Exchange
rate
Contractual
cash flows
foreign
exchange
amount
Contractual
cash flows
Less than one
year1-2 years3-5 years
At 30 June 2022
Forward foreign exchange contracts
Outflow (at FX hedge rate)
USD
(134,835)(93,301)(41,534)-
AUD
(182,026)(105,840)(76,186)-
Inflow (at year end market rate)
USD
0.6214 91,842 147,799104,04943,750-
AUD
0.9031 168,853 186,970109,07777,893-
17,90813,9853,923 -
At 30 June 2021
Forward foreign exchange contracts
Outflow (at FX hedge rate)
USD
(110,483)(65,425)(42,799)(2,259)
AUD
(174,910)(96,020)(71,032)(7,858)
Inflow (at year end market rate)
USD
0.7002 77,438 110,59465,49242,842 2,260
AUD
0.9311 162,974 175,03496,08871,082 7,864
23513593 7
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure. In May 2020 the
Group conducted an equity raise comprised of a placement of shares to institutional investors and a pro-rata non-renounceable
entitlement offer of shares to eligible shareholders of 2.83 new shares for every 1 existing at the record date at an offer price of
12 cents per share (the Offer). The Offer was fully underwritten and raised a total of approximately $157 million. The Offer was
conducted to help ensure the Group is well capitalised to withstand the impacts of COVID-19 and positioned to execute on future
growth opportunities as conditions improve. On 31 March 2021 the Group repaid its bond of $100 million out of cash reserves
(refer note 17).
The capital structure of the Group consists of debt which includes the borrowings disclosed in note 17, cash and cash equivalents
and equity attributable to equity holders of Sky comprising share capital, reserves and retained earnings as disclosed in note 20.
The Board reviews the Group’s capital structure on a regular basis. The Group has a facility agreement in place with a syndicate of
banks. The Group’s bank loan facility is subject to a number of covenants, including interest and debt cover ratios, calculated, and
reported quarterly, with which it has complied for the entire year reported (2021: complied).
As at 30 June 2022 the Group’s debt excluding lease liabilities is $1.0 million (30 June 2021: $2.0 million) This is covered by cash
reserves of $138.9 million (30 June 2021; $34.8 million).
92
Financial Risk Management - Liquidity Risk (Continued)
Fair value estimation
The methods used to estimate the fair value of financial instruments are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs),
for example discounted cash flow.
The Group’s financial assets and liabilities carried at fair value are valued on a level 2 basis.
In NZD 000Note30-Jun-2230-Jun-21
Assets measured at fair value
De-designated forward exchange contracts
225,263 546
Derivatives used for hedging - cash flow hedges
2213,546 2,525
Total assets
18,809 3,071
Liabilities measured at fair value
Contingent consideration
27,28-(171)
De-designated forward exchange contracts
22-(1,222)
Derivatives used for hedging - cash flow hedges
22-(615)
Total liabilities
-(2,008)
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These
valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The Group uses a variety of methods and assumptions that are based on market conditions existing at each balance date.
Techniques, such as estimated discounted cash flows, are used to determine the fair value of financial instruments. The fair value
of forward exchange contracts is based on market forward foreign exchange rates at year end. The fair value of interest rate
swaps is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into
account current interest rates, observable yield curves and the current creditworthiness of the swap counterparties
Contingent consideration is valued on a level 2 basis at market value less an appropriate discount rate (refer note 27).
93
Sky / 2022 Annual Report
26. Classification of Financial Instruments
Financial assets are classified in the following categories: those to be measured subsequently at fair value through other
comprehensive income or profit or loss, and those to be measured at amortised cost. The classification depends on the purpose for
which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and
re-evaluates this designation at each reporting date.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all the risk and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs of
financial assets carried at fair value through profit or loss are expensed in profit or loss.
The following table presents the Group’s financial assets and liabilities according to classifications:
30-Jun-2230-Jun-21
In NZD 000Notes
Carrying
amountFair value
Carrying
amountFair value
Financial assets at amortised cost
Cash and cash equivalents
138,916138,91634,80034,800
Trade and other receivables
943,41443,41452,01452,014
Financial assets at fair value through profit or loss
Derivatives designated as hedging instruments (cash flow hedges)
2213,54613,5462,5252,525
Derivatives not designated as hedging instruments
225,2635,263546546
201,139201,13989,88589,885
Financial liabilities at amortised cost
Other loans
171,0359022,1722,046
Lease liabilities
1870,67970,75275,37570,023
Trade and other payables
11135,428135,428114,829114,829
Financial liabilities at fair value through OCI
Derivatives designated as hedging instruments (cash flow hedges)
22--615615
Derivatives not designated as hedging instruments (fair value hedges)
22--1,2221,222
207,142207,082194,213188,735
Prepaid expenses, contract liabilities, unearned subscriptions, tax payables and employee benefits do not meet the definition of a
financial instrument and have been excluded from the “Trade and other receivables” and Trade and other payables” categories above.
The fair values of financial assets and financial liabilities are determined as follows:
Cash and cash equivalents, trade and other receivables carried at amortised cost, trade and other payables, and other current
liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of quoted notes and bonds is based on price quotations at the reporting date being a level 1 basis. The fair value of
loans from banks and lease liabilities is estimated on a level 3 basis by discounting future cash flows using rates currently available for
debt on similar terms, credit risk and remaining maturities.
Impairment of financial assets
The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at
amortised costs and fair value through other comprehensive income. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime losses to
be recognised from initial recognition of the receivables (refer note 9 for further details).
94
27. Contingent Consideration and Provisions
In NZD 000Note30-Jun-2230-Jun-21
Contingent consideration
1
28 - 171
Provision for holiday pay
2
582 3,400
Provision for onerous contracts
3
1,970 1,970
Provision for restructuring
- 346
Balance at 30 June 2022
112,5525,887
(1) Contingent consideration
Contingent consideration on the acquisition of Sports Analytics (refer note 28) was initially assessed at $171,000.
This consideration has been written off as the financial targets related to the liability are not expected to be met.
(2) Holidays Act 2003 compliance provision
Included within other provisions is a provision for holiday pay of $0.6 million (30 June 2021: $3.4 million). This provision arose
from leave entitlement calculation issues under the Holidays Act 2003 and represents management’s estimate of outstanding
remediation payments to the current and former staff. A $2.7 million release in the current year was due to a reduction in the
discretionary bonus estimate.
(3) Onerous contract provision
The provision is for a life of series entertainment content commitment which management consider to be an onerous contract.
The movements in provisions are as follows:
In NZD 000Notes
Contingent
consideration
Holidays
Act 2003
compliance
provision
Other
provisionsTo t a l
Balance at 1 July 2021
111713,4002,3165,887
Utilised/paid out
-(118)-(118)
Release of provisions
1
(171)(2,700)(346)(3,217)
Balance at 30 June 2022
-5821,9702,552
Current - within one year
11-5828241,406
Long term - later than one year
--1,1461,146
-5821,9702,552
(1) The contingent consideration and Holidays Act 2003 provisions have been released to Other income and Other costs respectively.
Provisions are recognised when:
• there is a present legal or constructive obligation as a result of past events;
• it is more likely than not that an outflow of economic resources will be required to settle the obligation;
• the amount can be reliably estimated.
Measurement is the present value of the expenditure expected to be required to settle the obligation.
95
Sky / 2022 Annual Report
28. Business Acquisitions and Disposals
Acquisitions - Financial year 2021
On 1 January 2021 the Group, through its subsidiary Sky Investment Holdings Limited, acquired 81% of the share capital of Sports
Analytics Pty Limited, a company registered in South Africa. Sports Analytics specialises in deep-data analysis, trend identification
and data leveraging.
The purchase price comprises a payment of 50% share of profits after tax for a period of three years. Based on the three-year
forecasts provided by the vendor the contingent consideration was assessed at a value of $171,000 (refer Note 27). The fair value of
the assets acquired include working capital of $32,000 and $203,000 of intangible assets less attributable deferred tax of $64,000.
Disposals - Financial year 2021
Outside Broadcasting Limited (OSB)
On 11 August 2020 Sky entered into an agreement with NEP New Zealand Limited (NEP) to sell the assets and liabilities of OSB
business to NEP for approximately $14.2 million. The sale was subject to Commerce Commission approval that was subsequently
granted on 4 February 2021, with completion of the sale occurring on 31 March 2021.
The book values of the assets and liabilities derecognised as a result of the disposal are as follows:
Disposal consideration Notes In NZD 000
Contracted price
14,248
Less employee accruals
(248)
Plant & equipment adjustment
(116)
Net selling price
13,884
Less cash received at completion
(6,884)
Owing by NEP (due 30 September 2021)
97,000
Assets and liabilities disposed of Notes In NZD 000
Plant & equipment
7,192
Right-of-use assets
929
Goodwill
1,067
Lease liabilities
(1,157)
Deferred Tax
866
Net assets disposed of
8,097
Disposal price
(13,884)
Gain on sale
55,787
RugbyPass streaming business
In January 2021 RugbyPass signed an agreement to sell its streaming business to Premier Sports Ltd. The fair value of the
consideration is based on a sharing of forecast revenues for the period 1 December to 31 December 2021 and has been assessed at
$813,000. The book value of the assets disposed of was $998,000 resulting in a loss on sale of $185,000 included in other income.
96
29. Related Parties
There were no loans to directors by the Group or associated parties at any of the reporting dates.
Related party transactions include the following:
In NZD 00030-Jun-2230-Jun-21
Income statement
Remuneration of key personnel (included in employee costs)
5,762 8,131
CEO share based remuneration (refer note 20)
-997
Directors' fees
716 737
My Wave Limited (included in subscriber related costs)
1,692 256
Total Related Party transactions included in the income statement
8,170 10,121
Balance Sheet
My Wave Limited (included in prepayments)
- 1,192
Total Related Party transactions through consolidated balance sheet
- 1,192
The Group’s directors and key management personnel collectively hold shareholdings of 530,355 shares (30 June 2021: 351,827
shares) which carry the normal entitlement to dividends. Share transactions undertaken by directors can be found as part of the
statutory disclosures in the annual report.
During the 2021 financial year the Group entered into a commercial agreement with My Wave Limited, a software company that
provides interactive device solutions, as disclosed above. Geraldine McBride is a Director of the Group as well as a Director of My
Wave Limited.
On 1 December 2020 Martin Stewart left by mutual agreement and Sophie Moloney was appointed the new CEO on that date.
The year ending 30 June 2021 includes the cost of termination benefits associated with the former CEO of $1,453,000 and accrued
short-term employee benefits of $340,000 which was based on achieving targets for the year to 30 June 2021.
On 21 February 2020, 200,000 ordinary shares vested to the former CEO as part of a contractual entitlement to receive a total
of 800,000 ordinary shares. As a result of the CEO’s decision to leave by mutual agreement the 600,000 ordinary shares vested in
March 2021. This equity-settled share scheme is accounted for and measured based on the fair value at grant date (1 February
2019) of $1.93 per share ($1,158,000).
97
Sky / 2022 Annual Report
30. Prior Period Adjustments
Software as a service
As outlined in Note 3, the Group applied the IFRIC interpretation in respect of configuration and customisation costs in cloud
computing arrangements.
The change has been applied retrospectively and resulted in adjustments to the previously reported results for the year ended 30
June 2021, refer table below.
Lease liability
The Group has adjusted an overstatement of the lease liability as at the date of adoption of NZ IFRS 16 Leases to reflect the
contractual payment terms, refer table below.
In NZD 000Notes
30-Jun-21
Restated
Lease
LiabilitySaaS
Previously
Reported
Consolidated Statement of Comprehensive Income
For the year ending 30 June 2021
Depreciation, amortisation and impairment of assets
6106,496-(1,495)107,991
Broadcasting and infrastructure
66,694-6,03960,655
Income tax expense
819,070-(1,273)20,343
Profit attributable to equity holders
43,957-(3,271)47,228
Basic and diluted earnings per share (cents)
25.17-22.472.70
Consolidated Balance Sheet
As at 30 June 2021
Intangible assets
1551,157-(4,544)55,701
Deferred tax asset
85,987(1,448)1,2736,162
Total Assets
696,929(1,448)(3,271)701,648
Lease liabilities
1831,075(5,226)-36,301
Total Liabilities
272,928(5,226)-278,154
Retained deficit
(347,140)3,778(3,271)(347,647)
Total Liabilities and Equity
696,929(1,448)(3,271)701,648
Consolidated Statement of Cashflows
For the year ending 30 June 2021
Profit before tax
63,345-(4,544)67,889
Depreciation and amortisation
6106,496-(1,495)107,991
Cash generated from operations
101,169-(6,039)107,208
Acquisitions of intangibles
(19,375)-6,039(25,414)
Net cash used in investing activities
(38,148)-6,039(44,187)
98
31. Commitments
in NZD 00030-Jun-2230-Jun-21
Lease commitments
Year 2
13,563 -
Year 3
23,251 13,149
Year 4
23,25122,552
Year 5
23,25122,552
Later than year 5
102,632122,098
185,948180,351
Contracts for transmission services:
Year 1
2,171637
Year 2
759668
Year 3
368668
Year 4
95283
Year 5
95 -
Later than year 5
452-
3,9402,256
Contracts for future programmes:
Year 1
312,175299,002
Year 2
273,287266,550
Year 3
205,065225,998
Year 4
113,832193,366
Year 5
42,12397,121
Later than year 5
23,59049,964
970,0721,132,001
Capital expenditure commitments:
Property, plant and equipment
Year 1
35,8667,132
Year 2
1,197901
Year 3
-556
37,0638,589
Other services commitments:
Year 1
43,56425,398
Year 2
23,19317,667
Year 3
17,66015,459
Year 4
15,90912,289
Year 5
15,77912,172
Later than year 5
52,32657,292
168,431140,277
99
Sky / 2022 Annual Report
32. Contingent Assets and Liabilities
The Group has no undrawn letters of credit at 30 June 2022 (30 June 2021: $Nil).
The Group is subject to litigation incidental to its business, none of which is expected to be material. No provision has been made
in the Group’s financial statements in relation to its ongoing litigation and claims, the directors believe that such litigation and
uncertainty of claims will not have a significant effect on the Group’s financial position, results of operations or cash flows.
33. Subsequent Events
Dividend
On 24 August 2022 the Board of Directors announced that it will pay a fully imputed dividend of 7.3 cents per share with the
record date being 9 September 2022. A supplementary dividend of 1.2882 cents per share will be paid to non-resident shareholders
subject to the foreign tax credit regime.
Capital Return
On the 24 August 2022 the Board of Directors approved a capital return of $70 million to shareholders by way of a High Court
approved scheme of arrangement with shareholder approval being sought at Sky’s Annual Meeting on 2 November 2022. If
approved by 75% or more of voting shareholders, final High Court approval is expected on or about 11 November 2022.
100
Independent
Auditor’s Report
To the shareholders of Sky Network Television Limited
Our Opinion
In our opinion, the accompanying consolidated financial statements of Sky Network Television Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2022, its financial
performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
• the consolidated balance sheet as at 30 June 2022;
• the consolidated income statement for the year then ended;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International
Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and
Assurance Standards Board and the International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our firm carries out other services in respect of Director fee benchmarking and agreed upon procedures and assurance services in
the areas of regulatory reporting. In addition, certain partners and employees of our firm may deal with the Group on normal terms
within the ordinary course of trading activities of the Group. The provision of these other services and relationships have not impaired
our independence as auditor of the Group.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
101
Sky / 2022 Annual Report
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of the key audit matterHow our audit addressed the key audit matter
Goodwill impairment assessment
The carrying amount of Sky CGU goodwill as at 30 June 2022,
as concluded on note 16, amounted to $244 million (2021:
$244 million).
The carrying value of goodwill is an area of focus for the audit
and a key audit matter as it is a significant amount in the
consolidated balance sheet, is dependent on future cash flows,
and there have been impairments recognised in previous years.
The Group used the Fair Value Less Costs of Disposal (FVLCD)
methodology to determine the recoverable amount of the
Sky CGU. The forecasts in the impairment model prepared
by the Group are based on the Group’s strategy, some
elements of which would be excluded under a Value In Use
(VIU) methodology under NZ IAS 36, Impairment of assets.
Management has concluded that the FVLCD methodology
results in a higher recoverable amount compared to VIU.
The future cash flows in the FVLCD models were prepared
based on the Board approved five year forecast cash flows.
The key assumptions used in the impairment model are the
following:
• residential Sky Box and streaming revenues (including
subscriber numbers and average revenue per user (ARPU));
• broadband revenues;
• programming expenses;
• broadcasting and infrastructure expenses;
• capital expenditure;
• cost of disposal;
• discount rates; and
• terminal growth rates.
Reasonably possible changes in key assumptions that could
result in an impairment are disclosed in note 16 to the
consolidated financial statements.
We obtained the impairment model prepared by management
and held discussions with them to understand the assumptions
used in the goodwill impairment assessment. We gained
an understanding of the current and forecast outlook for
the industry and the strategic direction of the business and
considered management’s assessment of FVLCD based on
market capitalisation at balance date.
Our audit procedures included the following:
• obtaining an understanding of the business processes
and controls applied by management in performing the
impairment tests;
• assessing the appropriateness of using a FVLCD approach
against NZ IAS 36;
• considering whether the identification of CGUs, and the
carrying value, including the allocation of goodwill, were
appropriate;
• understanding the key changes in the impairment model
from the prior year;
• challenging management on the reasonableness of
key cash flow assumptions, including movements in
subscriber numbers, average revenue per user (ARPU) and
programming costs;
• checking the mathematical accuracy of the models and
reviewing the sensitivities prepared by management;
• reviewing analyst reports to understand their views on the
Group’s forecasts and any implications on our audit work;
• engaging our auditor’s valuation expert to assess
management’s valuation methodology and conclusions
and key assumptions, including the discount rate, terminal
growth rate and the reasonableness of the cost of disposal
assumption;
• obtained and evaluated management’s sensitivity analyses
to ascertain the impact of reasonably possible changes and
also considered alternative possible scenarios; and
• considered the appropriateness of the disclosures in note
16 to the consolidated financial statements against the
requirements of the accounting standards.
102
Independent Auditor's Report (Continued)
Description of the key audit matterHow our audit addressed the key audit matter
Recognition of revenue
The Group’s total revenue for the year ended 30 June 2021
amounted to $736 million (2021: $711 million).
There has been a significant focus by management on
retaining and growing its customer base.
Given this revenue recognition was an area of audit focus
which required significant audit attention and therefore is a
key audit matter.
Refer to note 4 of the consolidated financial statements for
disclosures on revenue streams and business segments.
Our audit approach for revenue testing is a combination of
controls and substantive testing. In order to determine whether
the revenue has been recognised in accordance with the
relevant accounting standards, our audit procedures included:
• updating our understanding of the systems, processes and
controls in place over the recognition of revenue;
• testing the controls around restricted access to the revenue
billing system;
• testing the controls over subscriber additions, disconnections,
and refunds in the revenue billing system by ensuring they are
reviewed and approved in line with the Group’s policy; and
• performing a recalculation of Sky Box and broadband
subscription revenue.
On a sample basis, we also:
• verified revenue against supporting documentation and
customer contracts;
• tested the completeness of revenue transactions recognised
by haphazardly identifying Sky subscribers and checking
they were active customers within the revenue billing system
during the year;
• validated the pricing and payment of advertising and other
revenue transactions to customer contracts;
• tested whether revenue transactions recorded near year end
were recognised in the correct period; and
• checked customer arrangements to validate management’s
conclusion on whether the Group is a principal or an agent
and the timing of when revenue is recognised.
103
Sky / 2022 Annual Report
Our Audit Approach
Overview
Overall group materiality: $4.2 million, which represents 2.5% of earnings before interest, taxes,
depreciation and amortisation (EBITDA).
Given the volatility in profit before income tax over recent years and the Group continuing to execute its
growth strategy, in our judgement EBITDA provides an appropriate benchmark for calculating materiality.
Following our assessment of the risk of material misstatement, we:
• selected the Sky Network Television Limited parent entity for a full scope audit; and
• performed specified audit and analytical review procedures on the remaining 13 entities.
As reported above, we have two key audit matters, being:
• Goodwill impairment assessment
• Recognition of revenue
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where management made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters,
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or
error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the consolidated financial statements as a whole as set out above. These, together with qualitative considerations,
helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated
financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the
industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual
report, but does not include the consolidated financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the
other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the
consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Materiality
Group
Scoping
Key Audit
Matters
104
Independent Auditor's Report (Continued)
Auditor’s responsibilities for the audit
of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these consolidated financial statements.
As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the
group audit. We remain solely responsible for the audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in the auditor’s report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders,
as a body, for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Keren Blakey.
For and on behalf of:
Chartered Accountants Auckland
24 August 2022
105
Sky / 2022 Annual Report
Other information
Corporate Governance .............................................................................................106
Interests Register
...........................................................................................................109
Company Information
...............................................................................................111
Waivers and Information
........................................................................................118
Share Market and Other Information
.........................................................119
Directory
................................................................................................................................120
106
Corporate Governance
Sky’s Board is committed to fulfilling its corporate governance obligations and maintaining high ethical standards. The Board
regularly reviews Sky’s corporate governance framework to ensure it is consistent with best practice.
This section of our annual report includes key information about Sky’s corporate governance policies and practices. You will
find a more detailed corporate governance statement online at https://www.sky.co.nz/investor-centre/corporate-governance
which provides further information covering all of the required disclosures under the ASX Corporate Governance Principles and
Recommendations (4th edition) (ASX Recommendations) and the NZX Corporate Governance Code (NZX Code). The corporate
governance statement has been approved by the Board.
Board Of Directors
Committees
The Board operates two permanent board committees, namely the Audit and Risk Committee and the People and Performance
Committee. The members of the Audit and Risk Committee are Keith Smith (Chair, Board Deputy Chair), Philip Bowman (Board
Chair) and Joan Withers. The members of the People and Performance Committee are Geraldine McBride (Chair), Joan Withers
and Michael Darcey.
Independent and Executive Directors
At 30 June 2022 all of the directors of Sky were considered to be independent directors. Each of the directors is considered independent
because they are not an “Employee” of Sky and do not have any “Disqualifying Relationship” (as defined by the NZX Listing Rules), and
the factors contained in NZX Recommendation 2.4 and ASX Recommendation 2.3 have been considered by the Board in determining the
independence of each director.
In considering the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3, the Board has continued to have careful regard to
whether Geraldine McBride’s status as an independent Director has changed by virtue of her interests and position in MyWave Limited
(MyWave), which supplies services to Sky in support of Sky’s fan experience platform (noting this interest first arose in the year ending
30 June 2021 and was noted in both Sky’s Annual Report for the period ending 30 June 2021 and Interim Report for the period ending 31
December 2021).
In particular, Geraldine McBride is the CEO and Director of MyWave (and its holding company, MyWave Holdings Limited), and currently
holds shares in MyWave Holdings Limited. Under ASX Recommendation 2.3, the relationship between Sky and MyWave is likely to be
considered a ‘material business relationship’ and, given that Geraldine McBride is an officer of MyWave (as a CEO and Director of
MyWave), Geraldine McBride’s interest and position in MyWave notionally falls within one of the examples set out in Box 2.3 of the ASX
Recommendations.
The Board has considered this relationship and concluded that, notwithstanding this, it is not sufficiently material so as to interfere with
Geraldine McBrides’s capacity to bring an independent judgement to bear on issues before the Board (which will exclude matters related
to MyWave) and to act in the best interest of Sky and to represent the interests of its shareholders generally rather than the interests of
an individual securityholder or other party. The Board came to this view having regard to a number of matters, including that:
• the supplier relationship with MyWave is not material to Sky in the context of Sky’s consolidated gross revenue and market
capitalisation;
• the services being provided by MyWave relate to discrete matters only, do not relate to the Group as a whole and do not relate to
Sky’s core business;
• Geraldine McBride has not been part of the team from MyWave providing the services to Sky; and
• none of the other examples in Box 2.3 of the ASX Recommendations apply to Geraldine McBride.
The Board also noted that the level of Sky’s committed expenditure with MyWave has not changed from the commitment disclosed in
Sky’s Annual Report for the period ending 30 June 2021.
For completeness, the Board notes that consistent with Geraldine McBride’s interests disclosures recorded in Sky’s interests register,
Geraldine McBride is to be regarded as interested in Sky transactions involving MyWave and as such has not voted (and will not vote)
on any Board resolutions in relation to such transactions (or be counted towards any Board quorum for any Board discussion on such
transactions). In December 2021 Geraldine McBride took the additional measure of recusing herself from the Board’s discussions in
relation to such transactions.
107
Sky / 2022 Annual Report
Diversity
Sky recognises diversity and inclusion as a strategic asset for the company’s current and future success. Sky values diversity of
gender, age, ethnic and cultural background, sexuality, experience and beliefs. Sky’s Board and management believe that an
organisation that reflects the diversity of its current and future customers will be able to deliver more personalised customer
experience, and customer value, to continue to grow successfully, and to attract and retain the best talent.
Sky’s Diversity Policy reflects the company’s continuing commitment to diversity and inclusion. This policy requires the commitment
of the Board to set measurable objectives for achieving diversity in areas requiring improvement and to assess annually both the
objectives and Sky’s progress in achieving them. Sky proactively considers diversity in all recruitment activities, with a particular
focus on leadership roles with a review of the Policy in 2022 reflecting this commitment. Sky is also committed to growing the
capability of all Sky staff to leverage diversity to deliver a better employee experience, a better customer experience and improved
business performance.
The Board acknowledges the importance of diversity both on boards and within companies, and as noted in Sky’s Board Charter,
this is one of the characteristics that is considered when evaluating new director candidates. As at 30 June 2022, Sky’s Board had
two female directors and four male directors (compared to two female directors and three male directors as at 30 June 2021).
Sky’s officers (being a person who is concerned or takes part in the management of Sky and reports to the Board, or to a person
who reports to the Board) includes two female officers and five male officers
1
.
Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:
• during the year ending 30 June 2022, Sky measured and reported on employee feedback regarding diversity and belonging, and
delivered organisational development actions in response to this feedback in each quarter. This will continue on a biannual basis
from the year commencing 1 July 2022;
• each year, the Board actively considers the composition of the Board and any opportunities for new directors to join the Board
with diversity (including gender diversity) being one of the key criteria when considering new appointments;
• each year the Board compares the number of female and male employees at Sky to the previous financial year’s figures to ensure
that Sky is maintaining a strong level of female participation at all levels of the organisation;
• each year the Board considers the extent of age diversification at Sky by comparing the number of employees aged over and
under 45 years to the previous financial year’s figures, in order to ensure Sky is benefiting from a mix of experience and new ways
of thinking.
For the year ended 30 June 2022, the Board is satisfied that Sky achieved its diversity objectives as follows:
• Sky maintained consistent levels of gender and age diversification amongst employees across the organisation (increasing
female representation from 44% to 47%);
• with respect to diversity and inclusion measures, Sky’s performance remained relatively high in comparison to the general New
Zealand market, however also in line with general market trends the results were down slightly year on year, reflecting COVID-19
related challenges to employee engagement:
• the number of staff who favourably rated “I feel I belong at Sky” moved from 68% to 63%; and
• the number of staff who favourably rated “Sky values diversity” moved from 77% to 71%.
(1) The “Officers” include the CEO and the members of Sky’s executive leadership team who report directly to the CEO.
The table below provides a breakdown of the gender and age diversification of Sky’s workforce at 30 June 2022:
(1) For the purpose of Recommendation 1.5(c)(3) of the ASX Corporate Governance Principles and Recommendations (4th Edition),
“Senior Executives” has the same meaning as the officers referenced in the chart above as defined under the NZX Listing Rules.
(2) A restructure of the executive team in November 2021 saw the total number of executive officers change from 5 to 7. At the end of FY21, one of
the of the executive officer positions was vacant and one under recruitment with a seconded partner from Deloitte filling that position.
Board LevelOfficers
1
All Staff
No of Women: 2
Total number: 6
2021
No of Women: 2
Total number: 5
Over 45 – 100%
(2021 – 100%)
No of Women: 2
Total Number: 7
2
2021
No of Women: 1
Total Number: 4
2
Over 45 – 86%
(2021 – 75%)
No of Women: 423
Total Number: 898
2021
No of Women: 399
Total Number: 900
Over 45 – 35%
(2021 – 33%)
108
The table below provides a detailed breakdown of the age diversification of Sky’s workforce at 30 June 2022:
Age20222021
<30
20%18%
30 - 40
32%32%
40 - 50
28%29%
50 - 60
15%16%
60 - 70
4%4%
>70
1%1%
In accordance with Sky’s Diversity Policy, Sky has also
committed to setting non-numerical objectives in respect
of diversity and inclusion through recruitment and selection
practices at all levels, a detailed training program to enhance
the skills and knowledge of employees and enhanced flexible
work practices.
Risk Management
Sky’s risk management framework is overseen and
monitored by both the Board and the Audit and Risk
Committee. The Audit and Risk Committee, in conjunction
with management, regularly report to the Board on the
effectiveness of the management of Sky’s risks and whether
the risk management framework and systems of internal
compliance and control are operating efficiently and
effectively in all material respects.
Sky has a Controlling and Managing Risk Policy which
provides an overview of Sky’s risk management process.
The Policy outlines Sky’s risk management objectives and
guidelines and provides a framework to identify, manage
and report on risks, both financial and non-financial. The
Audit and Risk Committee reviews Sky's risk management
framework with management at least annually to satisfy
itself that it continues to be sound and to ensure that Sky
is operating with due regard to the risk appetite set by the
Board. The Audit and Risk Committee reviewed Sky’s risk
management framework during the reporting period to
30 June 2022.
Sky recognises that having a robust and well-documented
enterprise-wide risk management framework is critical to
support the management of risks across Sky. In keeping
with its focus on managing both near and long-term risk
in the 2023 financial year, the Audit and Risk Committee is
overseeing an extensive management review of Sky's risk
management framework across the business to identify and
implement improvements to best support Sky’s current and
future business and operating environment.
Sky’s internal audit function is outsourced to EY. An annual
internal audit plan is presented and approved by the Audit
and Risk Committee and the Audit and Risk Committee
receives internal audit reports during the year and monitors
completion of action items that arise. Sky’s internal audit
function assists it to better accomplish its objectives by
bringing a systemic, disciplined approach to evaluating
and continually improving the effectiveness of Sky’s risk
management and internal control processes.
Material exposure to economic,
environmental and social
sustainability risks
Sky identifies and assesses material exposure to economic,
environmental and social sustainability risks on an annual
basis as part of the overall framework of assessing risk. The
key economic, environmental and social sustainability risks it
faces, and how Sky intends to manage those risks is included
in the Controlling and Managing Risk Policy on Sky’s website
at https://www.sky.co.nz/investor-centre/corporate-
governance.
Sky intends to specifically review and report on exposure to
climate related risk, and potential opportunities, in line with
legislative requirements currently under development and
likely to reflect the Financial Stability Board’s Task Force on
Climate-related Financial Disclosures (TCFD) requirements.
While Sky’s emissions profile is not considered to be material,
the company has measurement systems in place that will be
further refined and audited in the 2023 financial year with a
view to initiating reporting. In this regard, Sky has engaged
Toitū to assist and will be participating under Toitū’s Carbon
Reduce programme.
Principal risks that could affect results and
performance include:
• regulatory environment;
• competition;
• programming rights;
• content protection;
• business disruption;
• investment strategy – adoption of new technology;
• financial risks;
• reputational risks and brand perception;
• ability to attract and retain key talent;
• business transformation; and
• customer value proposition.
Diversity (Continued)
109
Sky / 2022 Annual Report
Interests Register
Disclosures of Interest – General Notices
Directors have given general notices disclosing interests in various entities pursuant to section 140(2) of the Companies Act 1993.
Those notices which remain current as at 30 June 2022 are as follows:
Director EntityRelationship
Philip BowmanBetter Capital PCC LimitedDirector
KMD Brands Limited (listed)Director
Tegel Group Holdings LimitedChair
Ferrovial SA (listed)Director
Majid al Futtaim Holding LLCDirector
Majid al Futtaim Properties LLCChair
Majid al Futtaim Capital LLCDirector
Atropos SCI
2
Président Directeur Générale
Tom Tom Holdings, Inc.Director
Vinula Pty. LimitedDirector
Vinula Super Fund Pty. LimitedDirector
Michael DarceyArqiva Group LimitedDirector
British GymnasticsChair
Premier League Basketball UKShareholder
Geraldine McBrideMy Wave Holdings LimitedDirector, CEO
My Wave LimitedDirector
Fisher & Paykel Healthcare Corporation LimitedDirector
Keith SmithAnderson & O’Leary Limited and associated companiesChair
Enterprise Group Holdings Limited and associated companiesChair
Goodman (NZ) Limited and associated companiesChair
H J Asmuss & Co Limited and associated companiesChair
Healthcare Holdings Limited and associated companiesChair
Mercury NZ Limited
2
Director
Mobile Surgical Services LimitedChair
Tax Traders Limited
1
Member of Advisory Board
Tree Scape Limited
2
Director
Gwendoline Holdings Limited (non-trading)Director
Joan WithersThe Warehouse Group Limited and associated companiesChair
ANZ Bank New Zealand LimitedDirector
Louise Perkins FoundationTrustee
On Being Bold Limited
1
Director
Origin Energy LimitedDirector
Mark BuckmanOzTAM Pty. Limited
1
Chair
Barangaroo Advisory Pty. Limited
1
Director and Shareholder
Honed Real Estate Pty. Limited
1
Shareholder and advisor
MSVN Technologies, LLC
1
Shareholder and advisor
(1) Entries added during the period from 1 July 2021 to 30 June 2022.
(2) Entries removed by notices given by the directors during the period from 1 July 2021 to 30 June 2022.
110
Disclosures of Interest
– Particular Transactions/Use of Company Information
During the year to 30 June 2022, in relation to Sky:
• no specific disclosures were made in the Interests Register
under section 140(1) of the Companies Act 1993; and
• no entries were made in the Interests Register as to the
use of company information under section 145(3) of the
Companies Act 1993.
Disclosures of Relevant Interests in Securities
During the year to 30 June 2022, the following disclosures were
made in the Interests Register in relation to Sky’s directors and
senior managers acquiring a relevant interest in Sky’s shares
under section 148 of the Companies Act 1993 and under the
Financial Markets Conduct Act 2013:
• Philip Bowman (Director and Chair) made one disclosure
on 7 September 2021 regarding the acquisition of 250,000
ordinary shares in Sky (which consolidated into 25,000
ordinary shares as a result of the Sky share consolidation
completed on 17 September 2021).
• Sophie Moloney (CEO) made one disclosure on 31 August
2021 regarding the acquisition of 830,000 ordinary shares
in Sky (which consolidated into 83,000 ordinary shares as a
result of the Sky share consolidation completed on
17 September 2021).
• Andrew Hirst (Interim CFO) made one disclosure on
9 September 2021 regarding a beneficial interest in the
acquisition of 117,280 ordinary shares in Sky as trustee of
the Trinity Trust (which consolidated into 11,728 ordinary
shares as a result of the Sky share consolidation completed
on 17 September 2021).
Insurance and Indemnities
Sky has in place directors’ and officers’ liability insurance to
cover risks normally covered by such policies arising out of acts
or omissions of Sky directors or employees in that capacity.
In addition, Sky has in place additional insurance in respect of
directors’ liability that may arise as a result of the capital raise
which was announced to the market on 21 May 2020.
Sky has entered into a deed of indemnity pursuant to which
it has agreed to indemnify directors, senior management and
officers of Sky against liability incurred from acts or omissions
of such directors, senior management or officers, subject to
certain exceptions which are normal in such indemnities.
Sky Subsidiaries’
Interests Registers
The directors of Sky’s subsidiaries have given notices disclosing
interests in various entities pursuant to section 140 of the
Companies Act 1993. Those notices included in the interests
register during the financial year ended 30 June 2022 are set
out below:
• Sky DMX Music Limited: Jonathon Errington and Sophie
Moloney each gave a general disclosure notice disclosing
interests arising from being an employee of Sky and, in
Sophie Moloney’s case, a shareholder of Sky.
• Believe It Or Not Limited: Jonathon Errington and
Christopher Shaw each gave a notice disclosing interests
arising from being an employee of Sky. Brendan Lochead
gave a general notice disclosing his interest arising from
being a Director and shareholder of Mad If You Don’t
Limited. Annabelle Lochead gave a general notice disclosing
her interest arising from being a Director and shareholder of
Mad If You Don’t Limited.
.
111
Sky / 2022 Annual Report
Company Information
Directors Holding and Commencing Office during the year
• Philip Bowman (Chair)
• Keith Smith (Deputy Chair)
• Michael Darcey
• Geraldine McBride
• Joan Withers
• Mark Buckman (appointed 21 March 2022)
Statement of Directors’ Interests
For the purposes of NZX Listing Rule 3.7.1(d), the following table sets out the quoted financial products in which each director had
a relevant interest as at 30 June 2022:
Relevant interestsShares
Philip Bowman
125,000
Michael Darcey
150,000
Geraldine McBride
8,815
Keith Smith
1
25,512
Joan Withers
Nil
Mark Buckman
Nil
(1) 7,507 shares jointly held by Keith Smith and his brother Robert Smith as trustees of the Gwendoline Trust (in which Keith Smith has no beneficial
interest); 8,005 shares held by Gwendoline Holdings Limited (Keith Smith is a discretionary beneficiary of a trust which owns Gwendoline Holdings
Limited); and 10,000 shares held by Keith Smith’s partner Lily Wong.
112
Subsidiaries
At 30 June 2022, Sky had the following subsidiary companies:
SubsidiaryDirector(s)Business during FY22
Believe It Or Not LimitedAnabelle LocheadQuizzes for the hotel
entertainment industry.
Brendan Lochead
Christopher Shaw
Jonathon Errington
Lightbox New Zealand LimitedSophie MoloneyStreaming services within
New Zealand.
Media Finance LimitedSophie MoloneyDid not trade.
Non-Trading PS LimitedSophie MoloneyDid not trade.
Screen Enterprises Limited Sophie MoloneyDid not trade.
Sky DMX Music LimitedSteven HughesOperated the Sky DMX music
business.
Sophie Moloney
Malcolm McRoberts
Jonathon Errington
Sky Investment Holdings LimitedSophie MoloneyInvestment in the form of
acquisition of RugbyPass Limited
(Ireland) and RugbyPass Asia Pte
Limited (Singapore).
Sky Network Services LimitedSophie MoloneySky Broadband business.
Sky Ventures Limited
Sophie MoloneyDid not trade.
RugbyPass Limited
(Incorporated in Ireland)
Neil MartinContent generation, subscription
and marketing.
Sophie Moloney
Hazel Dodd
RugbyPass UK Limited
(incorporated in the United Kingdom)
Neil Martin Management Services.
Sophie Moloney
Hazel Dodd
Sports Analytics Pty Ltd
(incorporated in South Africa)
Neil MartinSports data collection and
analysis.
Kevin Bouwer
At the request of the Group, RugbyPass Asia Pte Limited (incorporated in Singapore) was struck off the Register of Companies on
10 January 2022.
The remuneration of Sky’s employees acting as directors of subsidiary companies is disclosed in the relevant banding for employee
remuneration. In the case of Martin Stewart prior to his retirement, and Sophie Moloney following her appointment, their
remuneration is disclosed under the heading of “Chief Executive Remuneration”.
No director of any subsidiary company received directors’ fees or extra benefits by virtue of the fact that they are acting as
directors of subsidiary companies.
113
Sky / 2022 Annual Report
Remuneration of Directors
The total remuneration and value of other benefits received by directors of Sky during the year 1 July 2021 to 30 June 2022
was as follows:
NameBoard Fees
Audit and
Risk Committee
People and
Performance
Committee
Total
Remuneration
Philip Bowman (Chair)
200,000-- 200,000
Keith Smith (Deputy Chair)
122,500 20,000 - 142,500
Geraldine McBride
100,000 - 20,000 120,000
Michael Darcey
100,000- 6,000 106,000
Joan Withers
100,00012,0007,275119,275
Mark Buckman
1
27,671 -- 27,671
Totals
650,171 32,00033,275715,446
(1) Mark Buckman joined the board during the financial year on 21 March 2022.
The directors’ fee pool has been set at a maximum amount of $950,000 per annum since October 2015. The current fees
paid to Sky directors are set out in the table above. Directors do not receive any performance or equity-based remuneration
or superannuation or retirement benefits (for their role as directors). This reflects the role of the directors which is to provide
oversight and guide strategy, whereas the role of management is to operate the business and execute Sky’s strategy.
Chief Executive Remuneration
The CEO’s remuneration for the years ending 30 June 2021 and 30 June 2022, for both Sophie Moloney and Martin Stewart, is
illustrated in the two separate tables below:
Sophie Moloney from 1 December 2020 to 30 June 2022:
20222021
Base salary
1
932,500544,000
STI
330,568236,000
Total remuneration
1,263,068780,000
(1) Sophie Moloney’s base salary is $932,500 per annum.
The CEO is entitled to participate in an STI scheme based on 35% of the CEO’s base salary (in FY22). The CEO’s STI scheme
includes a participation gateway regarding Health & Safety performance, with assessment criteria including financial performance,
employee engagement and customer satisfaction. The STI framework and specific metrics are considered by the People and
Performance Committee and recommended to the Board for approval on an annual basis. The Board is extremely cognisant of the
requirement to ensure that any STI is aligned to shareholder interests.
Martin Stewart from 1 July 2020 to 1 December 2020:
20222021
Base salary
-625,000
Termination benefits
-1,453,000
STI
-340,000
Ordinary Shares
-1,158,000
Total remuneration
-3,576,000
During the year ending 30 June 2021 termination benefits associated with the former CEO of $1,453,000 were paid.
On 21 February 2020, 200,000 ordinary shares vested to the former CEO as part of a contractual entitlement to receive a total
of 800,000 ordinary shares in instalments of 200,000 on each of the first four anniversaries of commencement of employment.
As a result of the CEO’s decision to leave by mutual agreement the 600,000 ordinary shares were vested in March 2021 and were
recognised at 30 June 2021. This equity-settled share scheme is accounted for and measured based on the fair value at grant date
(1 February 2019) of $1.93 per share ($1,158,000). Note share numbers are reported prior to consolidation on 17 September 2021.
114
Shareholders
Substantial Product Holders
According to notices given to Sky under the Financial Markets Conduct Act 2013 and the ASX Listing Rules the following persons
were substantial product holders in Sky as at 30 June 2022:
Substantial Product Holder Name
Date of Substantial
Product Holder Notice
Number of Shares in
Substantial Product
Holding at 30 June 2022
and at 15 July 2022
1
% held at
30 June 2022 and
at 15 July 2022
1
Jupiter Asset Management Limited
and its related bodies corporate
2
15 September 2020
15,802,2419.04
Accident Compensation Corporation2 March 2022
14,584,1448.349
Osmium Partners, LLC 27 June 2022
10,144,7025.807
(1) Based on disclosures to the company
(2) The number of shares has been adjusted based on the 1 for 10 share consolidation which was completed on 17 September 2021
At Sky’s 30 June 2022 year end and at 15 July 2022 the total number of ordinary shares on issue was 174,688,323.
Twenty Largest Shareholders as at 15 July 2022
Name
Number
of Shares
% of Issued
Capital
Accident Compensation Corporation
15,926,2779.12
HSBC Nominees (New Zealand) Limited
15,769,8309.03
Citibank Nominees (New Zealand) Limited
15,567,5908.91
HSBC Nominees (New Zealand) Limited A/C State Street
11,334,3336.49
BNP Paribas Nominees (NZ) Limited
8,264,2534.73
BNP Paribas Nominees (NZ) Limited
6,706,7183.84
JP Morgan Nominees Australia Limited
6,131,1363.51
New Zealand Depository Nominee Limited <A/C 1 Cash Account>
5,875,2363.36
BNP Paribas Nominees (NZ) Limited
4,856,3882.78
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited
4,486,8962.57
National Nominees Limited
4,434,8072.54
Hobson Wealth Custodian Limited
4,287,2162.45
JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct
3,818,5552.19
National Nominees Limited
3,532,3152.02
BNP Paribas Nominees (NZ) Limited
2,943,5451.69
New Zealand Rugby Union Incorporated
2,180,1331.25
TEA Custodians Limited Client Property Trust Account
2,131,9071.22
Custodial Services Limited
2,070,2871.19
BNP Paribas Nominees Pty Limited
1,912,0381.09
Citicorp Nominees Pty Limited
1,865,2371.07
124,094,69771.04
115
Sky / 2022 Annual Report
Distribution of Ordinary Shares and Shareholdings as at 15 July 2022
Range
No. of
Shareholders
Number of
Shares held% of Issued Capital
1 - 1,0005,3331,659,8030.95
1,001 - 5,0001,9625,045,4212.89
5,001 - 10,0006004,635,6502.65
10,001 - 100,00067418,325,17810.49
100,001 and over95145,022,27183.02
To t a l
8,664174,688,323100.0
Non-Marketable Parcels of Shares
As at 15 July 2022, 3,982 shareholders in Sky had non-marketable parcels of shares for the purposes of ASX Listing Rule 4.10.8.
Other Information
For the purposes of ASX Listing Rule 4.10.14, as at 15 July 2022 there were no restricted securities or securities subject to voluntary
escrow on issue.
For the purposes of ASX Listing Rule 4.10.18, as at 15 July 2022 there was no on-market buy back.
Number of Holders of Equity Securities
The only class of equity securities on issue in Sky is ordinary shares. As at 15 July 2022 there were 8,663 holders of a total of
174,668,323 ordinary shares in Sky.
Voting Rights Attached to Shares
The only class of equity securities on issue in Sky which carries voting rights is fully paid ordinary shares. On a poll, each ordinary
share entitles the holder to one vote.
Unquoted Equity Securities
As at 15 July 2022, Sky did not have any unquoted equity securities on issue.
116
Employee Remuneration
The number of employees or former employees of Sky and its subsidiaries whose remuneration and benefits was within specified
bands for the year to 30 June 2022 is as follows:
These figures include severance payments made during the financial year.
Remuneration $
No. of employees
100,000 - 110,000
60
110,001 - 120,000
38
120,001 - 130,000
35
130,001 - 140,000
26
140,001 - 150,000
29
150,001 - 160,000
9
160,001 - 170,000
10
170,001 - 180,000
8
180,001 - 190,000
10
190,001 - 200,000
7
200,001 - 210,000
3
210,001 - 220,000
4
220,001 - 230,000
8
230,001 - 240,000
2
240,001 - 250,000
2
250,001 - 260,000
1
260,001 - 270,000
1
270,001 - 280,000
1
280,001 - 290,000
1
350,001 - 360,000
1
370,001 - 380,000
1
390,001 - 400,000
1
420,001 - 430,000
1
460,001 - 470,000
1
930,001 - 940,000
1
117
Sky / 2022 Annual Report
Donations
During the financial year ending 30 June 2022, Sky made cash donations totalling $84,000. No donations were made to political
parties. Sky’s subsidiaries did not make any donations.
Auditors
The auditors of Sky and its subsidiaries were PricewaterhouseCoopers. The amount paid to PricewaterhouseCoopers by Sky in the
year to 30 June 2022 for statutory audit services and for other assurance services was:
Statutory audit services ($000)
Other assurance and
non-assurance services ($000)
Sky
66118
Sky’s subsidiaries did not pay PricewaterhouseCoopers any fees.
118
Waivers and Information
Admission to the official list
of the Australian Securities
Exchange
In connection with Sky’s admission to the official list of the
ASX, the following information is provided:
1. Sky is incorporated in New Zealand.
2. Sky is not subject to Chapters 6, 6A, 6B and 6C of the
Australian Corporations Act 2001 dealing with the
acquisition of shares (such as substantial holdings and
takeovers).
3. Limitations on the acquisition of the securities imposed by
New Zealand law are as follows:
(a) In general, Sky securities are freely transferable and
the only significant restrictions or limitations in relation
to the acquisition of securities are those imposed by
New Zealand laws relating to takeovers, overseas
investment and competition.
(b) The New Zealand Takeovers Code creates a general
rule under which the acquisition of more than 20% of
the voting rights in Sky or the increase of an existing
holding of 20% or more of the voting rights in Sky
can only occur in certain permitted ways. These
include a full takeover offer in accordance with the
Takeovers Code, a partial takeover offer in accordance
with the Takeovers Code, an acquisition approved
by an ordinary resolution, an allotment approved
by an ordinary resolution, a creeping acquisition (in
certain circumstances) or compulsory acquisition if a
shareholder holds 90% or more of Sky shares.
(c) The New Zealand Overseas Investment Act 2005 (and
associated regulations) regulates certain investments
in New Zealand by overseas persons. In general terms,
consent is likely to be required where an ‘overseas
person’ acquires shares or an interest in shares in Sky
that amount to more than 25% of the shares issued by
Sky or, if the overseas person already holds more than
25%, the acquisition increases that holding.
(d) The New Zealand Commerce Act 1986 is likely to
prevent a person from acquiring Sky shares if the
acquisition would have, or would be likely to have,
the effect of substantially lessening competition in
a market.
Current and Ongoing Waivers
The following is a summary of all waivers which were relied
upon by Sky in the year to 30 June 2022. These were:
1. A waiver from ASX Listing Rule 6.10.3 to the extent
necessary to permit Sky to set the “specified time” to
determine whether a security holder is entitled to vote
at a shareholders’ meeting in accordance with the
requirements of relevant New Zealand legislation.
2. A waiver from ASX Listing Rule 15.7 to permit Sky to
provide announcements simultaneously to both ASX
and NZX.
3. A waiver from ASX Listing Rule 14.3 to the extent
necessary to allow Sky to receive director nominations
between the date three months and the date two months
before the annual meeting.
119
Sky / 2022 Annual Report
Share Market and Other Information
Share Market Listing Details
New Zealand
Sky’s ordinary shares are quoted on the NZX Main Board
and trade under the code SKT. Sky’s International Security
Identification Number issued for the Company by the NZX is
NZSKTE0001S6.
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011, New Zealand
Mailing address:
PO Box 2959
Wellington 6140, New Zealand
Tel: +64 4 472 7599
Website: nzx.com
Australia
Sky’s ordinary shares are also quoted on the ASX and trade
under the code SKT.
ASX Limited
Exchange Centre
20 Bridge Street, Sydney
NSW 2000, Australia
Mailing address
PO Box H224
Australia Square, Sydney
NSW 1215, Australia
Tel: +61 2 9338 0000
Registry Details
Shareholders should direct questions relating to share
certificates, notify changes of shareholder details or address
any administrative questions to Sky’s share registrar.
Shareholders are able to independently manage a range of
queries regarding their holdings by using Computershare’s
secure website: www.investorcentre.com/nz. This website
enables holders to view balances, view and change
address, payment and tax information, and update
payment instructions and communication options.
Direct payment to a bank account is the only means available
for shareholders to receive dividend payments. Shareholders
are strongly encouraged to provide bank account details to
ensure they are able to receive any future dividend payments.
Sky continually strives to improve the efficiency of
its communications with investors and stakeholders
and encourages all shareholders to elect to receive
communications from Sky electronically. This minimizes
costs, ensures prompt delivery and importantly, supports
Sky’s efforts to reduce its environmental impact.
New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna, Auckland
Private Bag 92119
Auckland 1142
Freephone within New Zealand: 0800 222 065
Telephone New Zealand: +64 9 488 8777
Australia
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street
Abbotsford VIC 3067
GPO Box 2975
Melbourne Vic 3000
Freephone within Australia: 1800 501 366
Telephone Australia: +61 3 9415 4083
Email: enquiry@computershare.co.nz
Website: www.computershare.com/nz
120
Directory
Directors
Philip Bowman (Chair)
Keith Smith (Deputy Chair)
Geraldine McBride
Joan Withers
Michael Darcey
Mark Buckman
Officers
Sophie Moloney Chief Executive
Tom Gordon Chief Financial Officer
Jonny Errington Chief Content and Commercial Officer
Daniel Kelly Chief Customer Officer
Chris Major Chief Corporate Affairs Officer
Antony Weldon Chief Operations and People Officer
Jason Foden Acting Chief Digital
and Innovation Officer
James Bishop Company Secretary
New Zealand Registered Office
10 Panorama Road, Mt Wellington,
Auckland 1060, New Zealand
Tel: +64 9 579 9999 Fax: +64 9 579 8324
Website: sky.co.nz
Australian Registered Office
c/- Allens Operations Pty Limited
Level 4, Deutsche Bank Place,
126 Philip Street,
Sydney, NSW 2000, Australia
Tel: +61 2 9230 4000 Fax: +61 2 9230 5333
Auditors to Sky
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
Tel: +64 9 355 8000 Fax: +64 9 355 8001
Solicitors to Sky
Buddle Findlay
L18 HSBC Tower
188 Quay Street
Auckland 1010, New Zealand
Tel: +64 9 358 2555 Fax: +64 9 358 2055
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West, Auckland 1010
Tel: +64 9 357 9000 Fax: +64 9 357 9099
Baker McKenzie
Tower One - International Towers Sydney
Level 46, 100 Barangaroo Avenue,
Sydney NSW 2000, Australia
Tel: +61 2 9225 0200 Fax +61 2 9225 1595
Annual Meeting
The next Annual Shareholders’ Meeting of Sky Network
Television Limited will be held on 2 November 2022,
commencing at 10.00am (NZDT). Sky will provide further
details in due course through its Notice of Annual Meeting
of Shareholders.
---
For the year ended
For the year ended
2
(+18% excl. RugbyPass)
3
For the year ended
For the year ended
© ITV Studios Limited and Motion Content Group 2022 All Rights Reserved
© 2022 Sony Pictures Entertainment. All Rights Reserved.
© ITV Studios Limited 2021. All rights reserved
TEEN TITANS GO! © Warner Bros. Entertainment Inc.
© 2022 Paramount Pictures. All rights reserved.
© 2021 Paramount Network. All Rights Reserved.
© Caryn Mandabach Productions Ltd MMXIX.
© 2021 Columbia Pictures Industries, Inc., 2.0 Entertainment Borrower, LLC and MRC II Distribution Company L.P. All Rights Reserved.
© 2021 Discovery or its subsidiaries and affiliates
5
For the year ended
6
© Kevin & Content Ltd
•
•
•
•
For the year ended
Verified
7
•
•
—
—
—
•
•
For the year ended
8
Verified
•
—
—
—
•
For the year ended
9
For the year ended
•
•
—
—
—
—
•
10
•
•
•
For the year ended
11
•
•
•
•
•
For the year ended
12
•
•
•
For the year ended
13
•
•
•
•
14
For the year ended
For the year ended
•
•
•
15
For the year ended
•
•
•
16
For the year ended
•
•
•
17
For the year ended
For the year ended
NPAT
$62.2m
Revenue
1
$736.1m
$725m
$745m
$150m$160m
$40m
$48m
CAPEX
$44.7m
$45m
$50m
$736.1m
$156.7m
$48.0m
FY22 Result (like for like with guidance)
3
FY22 Guidance range
$46.4m
EBITDA
$169.0m
19
For the year ended
•
•
•
•
20
For the year ended
•
•
•
•
•
21
1
Non-Programming costs
Programming costs
For the year ended
•
•
•
•
•
2
FY21
EBITDA
Holidays
Act
Content
Impairment
FY22
Underlying
EBITDA
FY22
Reported
EBITDA
Permanent
Savings
Rights
Inflation &
Returning
Content
Streaming
Growth
Sky BoxCOVID
-FY21
One-offsProperty
Sale
–
22
For the year ended
•
•
•
•
23
For the year ended
Net Cash from Operating
Activities: $119.6m
24
•
•
•
•
•
–
For the year ended
For the year ended
Balance Sheet
Cash Reserves
including proceeds
from property sale
Reinvestment
for future growth
Capital Return
Free Cash
Flow
2
Dividends
Debt Facility
$150m
(undrawn)
26
✓
✓
Proposed capital return by way of compulsory share cancellation
1
Notice of meeting distributedOctober
Meeting / shareholder vote2 November 2022
Final High Court ordersexpected mid-November
Payment dateexpected late-November
27
For the year ended
For the year ended
28
For the year ended
For the year ended
•
•
•
•
30
For the year ended
31
•
•
•
•
–
For the year ended
For the year ended
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
33
✓✓
✓
✓✓
✓✓
✓
✓
✓
✓✓
✓✓
✓
✓✓
✓
✓✓
This presentation has been prepared by Sky Network Television Limited and its group of companies (“the Company”) for informational purposes. This disclaimer applies to this document and
the verbal or written comments of any person presenting it.
Information in this presentation has been prepared by the Company with due care and attention. However, neither the Company nor any of its directors, employees, shareholders nor any
other person give any warranties or representation (express or implied) as the accuracy or completeness of this information. To the maximum extent permitted by law, none of the Company,
its directors, employees, shareholders or any other person shall have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault or negligence)
arising from this presentation or any information supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations,
estimates and assumptions and are subject to a number ofrisks, and uncertainties, including material adverse events, significant one-off expenses and other unforeseeable circumstances.
There is no assurance that results contemplated in any of these projections and forward-looking statements will be realised, nor is there any assurance that the expectations, estimates and
assumptions underpinning those projections or forward-looking statements are reasonable. Actual results may differ materially from those projected in this presentation. No person is under
any obligation to update this presentation at any time after its release or to provide you with further information about theCompany.
The Company has used the non-GAAP financial measure EBITDA and has presented adjusted results when discussing financial performance, as the directors and management believe that
these measures provide useful information on the underlying performance of the Company. EBITDA is defined by the Company as earnings before income tax, interest expense, depreciation,
amortisationand impairment, unrealisedgains and losses on currency and interest rate swaps. Adjustments made to Sky’s GAAP financial measures normalisedfor non-recurring costs and
non-cash impairments and are described in more detail herein. You should not consider this in isolation from, or as a substitute for, the information provided in the audited consolidated
financial statements for the financial year ended 30 June 2022, which form part of the Company’s 2022 Annual Report at https://www.sky.co.nz/investor-centre/results-and-reports.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. The presentation does not constitute an
offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or sale of any security. Nothing in this presentation constitutes legal,
financial, tax or other advice.
For the year ended
---
1
ANNUAL CORPORATE GOVERNANCE
STATEMENT
2022
24 August 2022
The following disclosures and compliance statements are provided in accordance with the NZX Corporate Governance Code (NZX Code) and
the ASX Corporate Governance Principles and Recommendations (4th edition) (ASX Recommendations). This corporate governance
statement is current as at 24 August 2022, and has been approved by the Board. All key governance policies and charters referred to below are
available on our website https://www.sky.co.nz/investor-centre/corporate-governance.
NZX AND ASX CORPORATE GOVERNANCE BEST PRACTICE CODES
The NZX Code sets standards for effective corporate governance in New Zealand and Sky is committed to reporting against this code. The
Board considers that Sky has complied with the NZX and ASX corporate governance best practice codes in all material respects during the 2022
financial year, except where otherwise indicated.
1. A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
Directors should set high standards of ethical behaviours, model this behaviour, and hold management accountable for delivering these
standards throughout the organisation.
STATEMENT OF VALUES
Sky’s values were developed through a collaborative workshop process, led by Sky Culture Champions and endorsed by the Board.
Collectively, the values “Be Yourself”, “Create Something Amazing” and “Make Someone’s Day” create a common understanding of the
expectations Directors, executives and staff have of each other and themselves. They represent Sky’s relentless focus on customers and
instil accountability for consistent collaboration, respecting diverse perspectives, and encouraging a growth mindset. Sky’s values were
disclosed in the Company’s 2021 Annual Report. Responsibility for instilling the values throughout the business is achieved through
Values in Action workshops, and in 2022 the Sky Legends initiative was launched to identify and recognise crew member actions that
exemplify ‘living the values’.
CODE OF ETHICS
Sky has a Code of Ethics which provides a practical set of guiding principles for a code of ethical behaviours in respect of various matters
including conflicts of interest, gifts and entertainment, corporate opportunities, confidentiality, insider trading and dealing with corporate
assets, in addition to emphasising the requirement to comply with applicable laws and regulations. The Code of Ethics applies to Sky's
directors, senior executives, employees and other persons, and is available on Sky’s website. All potential breaches of the Code of Ethics
are to be notified to Sky’s Chief Financial Officer or Chief Executive Officer (or the Chair of the Sky Board of Directors if the Chief Financial
Officer or Chief Executive Officer are potentially implicated).
WHISTLEBLOWING/ PROTECTED DISCLOSURE
Sky’s Protected Disclosure Policy (or “Whistleblower Policy”) provides a process for staff to report any serious wrongdoing and gives
protection to the employee making the disclosure in accordance with the policy. The policy outlines types of behaviour that may be
considered serious wrongdoing, when and how an employee can make a disclosure and how they are protected. A thorough review of
the policy was undertaken in 2021 and again in 2022 to review and strengthen the framework to ensure Sky’s practices continue to
reflect best practice including the recent changes to the Protected Disclosures (Protection of Whistleblowers) Act in July 2022. The
Sky New Zealand / Annual Corporate Governance Statement 2022
2
Protected Disclosure Policy is posted on Sky’s website. Any material incidents reported under the policy will be notified to Sky’s People
and Performance Committee and/or Sky’s Board of Directors and this process has been formalised in Sky’s Protected Disclosure Policy.
SECURITIES TRADING
Sky has a formal Securities Trading Policy, which is posted on Sky’s website. Sky’s Securities Trading Policy includes robust procedures to
minimise the risk of insider trading. The policy outlines that directors, officers and employees of Sky may not buy or sell securities in Sky,
nor may they tip others, while in the possession of material information which is not generally available to the market. Additional
restrictions apply to key management personnel who are prohibited from trading during prohibited periods (other than in exceptional
circumstances) and must at all times (including outside prohibited periods) obtain written consent to trade from the Chief Financial
Officer, and Chair of the Board or the Chair of the Audit and Risk Committee (as applicable). Sky’s Securities Trading Policy affirms the law
relating to insider trading contained in the Financial Markets Conduct Act 2013 and the Australian Corporations Act 2001 (Cth) and
complies with ASX Listing Rule 12.12 (Content of Trading Policy).
ANTI-BRIBERY AND CORRUPTION POLICY
Sky introduced an Anti-Bribery and Corruption Policy during the 2022 financial year to specifically set the minimum standards of conduct
expected of Sky (including its directors, senior managers, employees, contractors and consultants or any other person who represents Sky
or is engaged to carry out work for Sky and its subsidiaries) to ensure Sky complies with all relevant anti-bribery and corruption legislation
in all jurisdictions in which it operates or has dealings. This policy is in line with ASX Recommendation 3.4 and builds on the existing strong
framework established through Sky’s Code of Ethics to reinforce Sky’s standards, including appropriate controls around offering and
accepting gifts or entertainment. Breaches of the Anti-Bribery Policy must be reported to the Chief Executive Officer, and the Board will
be informed of any material incidents of bribery or corruption.
MODERN SLAVERY STATEMENT
Sky has filed its Modern Slavery Statement for the period 1 July 2020 to 30 June 2021 with the Australian Border Force (under the
Modern Slavery Act 2018 (Australia)), with the next filing due for completion by 31 December 2022.
This year Sky strengthened its measures to reduce the risk of modern slavery practices across the group’s operations and supply chain
through proactively scanning for potential risks. In addition, Sky introduced a Supplier Code of Conduct, affirming Sky’s commitment to
ethical, responsible and sustainable business conduct. The next steps in this work will be to engage directly with key suppliers to ascertain
their ability to assess and address their modern slavery risks and to then incorporate the learnings into Sky’s Procurement Policy and
working practices.
A review of Sky’s contracting arrangements also resulted in Sky incorporating contractual clauses in supplier contracts that place
obligations to manage and notify Sky of their modern slavery risks, thereby setting expectations and allowing a mechanism for identifying
and addressing issues.
Sky is monitoring the progression of the New Zealand Government’s Ministry of Business, Innovation and Employment work to develop
modern slavery legislation for New Zealand.
2. BOARD COMPOSITION AND PERFORMANCE
To ensure an effective board, there should be a balance of independence, skills, knowledge,
experience and perspectives.
BOARD OF DIRECTORS – COMPOSITION
Sky’s Board is appointed or ratified by the shareholders of Sky by ordinary resolution. The NZX Listing Rules provide for a minimum of
three directors, and Sky’s constitution provides for a maximum of ten directors. As at 30 June 2022, the Board consisted of six directors
whose relevant skills, experience and expertise are outlined in their biographies in Sky’s annual report. The Board operates under a
Sky New Zealand / Annual Corporate Governance Statement 2022
3
written charter (Board Charter), which sets out the respective roles and responsibilities of the Board, the Chair and management,
and (together with the delegated authorities policy) those matters expressly reserved to the Board and those delegated to management.
A copy of the Board Charter is available on Sky’s website.
NOMINATION AND APPOINTMENT
The Board gives consideration to the Board’s skills, experience and diversity when evaluating potential board candidates. The objective is
to have a mix of skills represented on the Board that are relevant to Sky’s business and strategy.
During the financial year ending 30 June 2022, the Board appointed Mark Buckman to Sky’s Board.
The Board may appoint directors to fill casual vacancies that occur or add persons to the Board up to the maximum number prescribed
by Sky’s constitution. At each annual meeting all directors appointed by the Board since the last annual meeting must retire and seek re-
election, if eligible. Directors must also not hold office (without re-election) past the third annual meeting following the Director’s
appointment or 3 years, whichever is longer. Directors’ fees have been set at a maximum amount of $950,000 per annum since October
2015.
As at 30 June 2022 the Board is comprised of:
• Philip Bowman (Chair) – appointed 1 September 2019
• Keith Smith (Deputy Chair) – appointed 21 April 2020
• Geraldine McBride – appointed 13 September 2013
• Michael Darcey – appointed 19 September 2017
• Joan Withers – appointed 17 September 2019
• Mark Buckman – appointed 21 March 2022.
Before appointing directors to the Board, or putting candidates forward at annual meetings for re-election, the Board ensures that
appropriate checks are carried out to ensure candidates have the necessary skills to act for Sky. Material information that is relevant to a
decision on whether or not to elect or re-elect the director is provided to shareholders. Written agreements are in place with each Board
member and senior executive setting out the terms of their appointment.
New Board members receive induction training so as to gain an understanding of Sky’s business and operations including its financial,
strategic and risk management position as well as a director’s rights, duties and responsibilities, the role of the Board, the Board
committees and the executive management team. It is expected that all directors will be required to stay informed of changes to, and
emerging issues in, director duties and responsibilities. In addition, visits to specific company operations, when appropriate, and briefings
from key executives and industry experts will be arranged. Sky will reimburse directors for reasonable costs incurred in attending
appropriate conferences and training courses.
Sky ensures that a majority of its Board are independent directors. At 30 June 2022 all of the directors of Sky were considered to be
independent directors, having regard to the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3. The Chair of Sky's Board
is Philip Bowman, an independent director.
In considering the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3, the Board has had careful regard to whether
Geraldine McBride's status as an independent director has changed by virtue of her interest and position in MyWave Limited
(MyWave), which supplies services to Sky in support of Sky’s fan experience platform. In particular, Geraldine McBride is the CEO and
director of MyWave (and its holding company, MyWave Holdings Limited), and currently holds shares in MyWave Holdings Limited.
The Board has considered this relationship and concluded that, notwithstanding this, it is not sufficiently material so as to interfere with
Geraldine McBride's capacity to bring independent judgement to bear on issues before the Board (which will exclude matters related to
MyWave) and to act in the best interest of Sky and to represent the interests of its shareholders generally rather than the interests of an
individual securityholder or other party. Therefore, for the purposes of the NZX Listing Rules and ASX Listing Rules, the Board has
determined that Geraldine McBride is an independent director. Further information on the Board's assessment of Geraldine McBride's
independence is set out in the Corporate Governance section of Sky’s annual report.
ROLE OF THE BOARD
The Board oversees Sky’s business and is responsible for its corporate governance. The Board sets corporate policies and the strategic
direction of Sky and oversees management with the objective of enhancing the interests of shareholders. Management is responsible for
the implementation of the corporate policies set by the Board, as well as the day-to-day running of Sky’s business including risk
management and controls and liaising with the Board about these matters.
Sky New Zealand / Annual Corporate Governance Statement 2022
4
Various information reports are sent to the Board in order to keep them informed about Sky’s business including reports during the year
ended 30 June 2022 on the effectiveness of the management of material legal and business risks. Directors also receive operating and
financial reports, and access to senior management at Board and committee meetings.
The Board operates two permanent Board committees, namely the Audit and Risk Committee and the People and Performance
Committee (formerly the Nomination and Remuneration Committee). The members of the Audit and Risk Committee as at 30 June 2022
are Keith Smith (ARC Chair, Board Deputy Chair), Philip Bowman (Board Chair) and Joan Withers. The members of the People and
Performance Committee are Geraldine McBride (PPC Chair), Joan Withers and Michael Darcey.
The Board also established a number of ad-hoc committees during the 2022 financial year to assist the Board in fulfilling its
responsibilities in relation to specific matters.
DELEGATIONS
To enable the effective functioning of the day-to-day business of Sky, the Board has delegated certain of its powers to Sky’s Chief
Executive and senior management. Those powers are set out in Sky’s delegated authorities policy (with treasury management
delegations set out in the Treasury Policy) and relate to how Sky employees are able to authorise any transaction with a financial
implication, or to perform other functions relating to human resource matters or finance and legal matters. Specifically, Board approval is
required for:
• any action or transaction that exceeds the limits delegated to the Chief Executive; and
• appointing or removing authorised signatories to bank accounts, entering into overdraft facilities or similar credit
arrangements, or entering into loans, mortgages, debentures or other financial instruments.
There is no delegation to any person to raise capital or to specifically borrow money by any means whatsoever. Such transactions may
only be performed with Board approval. The Board is responsible for monitoring those delegations and approving all changes to the
delegated authorities policy and the Treasury Policy from time to time (the Board may amend or withdraw delegations at its sole
discretion at any time). All delegated authorities are exercised on the Board’s behalf in accordance with relevant company policies and
procedures.
MEETINGS
The Board has regularly scheduled meetings and also meets when a matter of particular significance arises. During the year between 1
July 2021 and 30 June 2022, there were 15 Board meetings. Attendance was as follows:
Board meetings held while a
director
Attendance at Board meetings
Philip Bowman 15 15
Geraldine McBride 15 14
Michael Darcey 15 14
Joan Withers 15 15
Keith Smith 15 14
Mark Buckman
1
6 6
(1) Mark Buckman was appointed to the board on 21 March 2022.
Sky New Zealand / Annual Corporate Governance Statement 2022
5
DIRECTORS SKILLS AND EXPERIENCE
The aim of the Board is to have a mix of skills represented on the Board that are relevant to Sky’s business. The skills matrix for the
directors is set out below:
Primary skills Secondary skills
SKILLS ATTRIBUTE
Philip
Bowman
Geraldine
McBride
Mike
Darcey
Joan
Withers
Keith
Smith
Mark
Buckman
Public company governance
Entrepreneur
International / Overseas
experience
Technology
Finance/Accounting/Banking/
Commercial
Consumer experience
New media
Television Industry
CEO / Former CEO or equivalent
BOARD PERFORMANCE
Board performance, including the performance of Board committees and individual directors, is reviewed and evaluated periodically and
as the need arises in accordance with the process set out in the Board Charter. A formal evaluation was undertaken in conjunction with
specialist consulting company Propero during the financial period to 30 June 2021 and a subsequent internal evaluation exercise was
completed in August 2022. Further information about Sky’s Board of Directors is contained in Sky’s annual report.
EXECUTIVE PERFORMANCE
Executive performance is reviewed and evaluated on a continual basis by the Board and Chief Executive, and periodically as the need
arises, in accordance with the People and Performance Committee (formerly the Nomination and Remuneration Committee) Charter and
the Remuneration Policy, principally as part of annual salary reviews and through participation in Sky’s short-term incentive (STI)
scheme. The components of Sky’s STI scheme consider in the first instance a participation gateway regarding Health & Safety
performance. Assessment criteria include financial performance, employee engagement and customer satisfaction. A formal evaluation
of senior executive performance for the 2022 financial year is being undertaken following the completion of that period.
COMPANY SECRETARY
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the
Board. The Company Secretary is James Bishop.
INDEPENDENT ADVICE
Sky has a procedure for Board members to seek independent legal advice at Sky’s expense (as further set out in the Board Charter).
DIVERSITY
Sky recognises diversity and inclusion as a strategic asset for Sky’s current and future success. Sky values diversity of gender, age, ethnic
and cultural background, sexuality, experience and beliefs. Sky’s Board and management believe that an organisation that reflects the
diversity of its current and future customers will be able to deliver more personalised customer experiences, and customer value, to
continue to grow successfully, and to attract and retain the best talent.
Sky New Zealand / Annual Corporate Governance Statement 2022
6
Sky’s Diversity Policy reflects Sky’s continuing commitment to diversity and inclusion. This policy requires the commitment of the Board
to set measurable objectives for achieving diversity in areas requiring improvement and to assess annually both the objectives and Sky's
progress in achieving them. Sky proactively considers diversity in all recruitment activities, with a particular focus on leadership roles with
a review of the policy in 2022 reflecting this commitment. Sky is also committed to growing the capability of all Sky staff to leverage
diversity to deliver a better employee experience, a better customer experience and improved business performance.
The Board acknowledges the importance of diversity both on boards and within companies, and as noted in Sky’s Board Charter, this is
one of the characteristics that is considered when evaluating new director candidates. As at 30 June 2022, Sky’s Board had two female
directors and four male directors (compared to two female directors and three male directors as at 30 June 2021).
Sky’s officers (being a person who is concerned or takes part in the management of Sky and reports to the Board, or to a person who
reports to the Board) includes two female officer and five male officers.
1
(1) The “officers” include the CEO and the members of Sky’s executive leadership team who report directly to the CEO.
Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:
• during the year ending 30 June 2022, Sky measured and reported on employee feedback regarding diversity and belonging and
delivered organisational development actions in response to this feedback in each quarter. This will continue on a biannual
basis from the year commencing 1 July 2022;
• each year, the Board actively considers the composition of the Board and any opportunities for new directors to join the Board
with diversity (including gender diversity) being one of the key criteria when considering new appointments;
• each year the Board compares the number of female and male employees at Sky to the previous financial year’s figures to
ensure that Sky is maintaining a strong level of female participation at all levels of the organisation; and
• each year the Board considers the extent of age diversification at Sky by comparing the number of employees aged over and
under 45 years to the previous financial year’s figures, in order to ensure Sky is benefiting from a mix of experience and new
ways of thinking.
For the year ended 30 June 2022, the Board is satisfied that Sky achieved its diversity objectives as follows:
• Sky maintained consistent levels of gender and age diversification amongst employees across the organisation (increasing
female representation from 44% to 47%);
• with respect to diversity and inclusion measures, Sky’s performance remained relatively high in comparison to the general
New Zealand market, however also in line with general market trends the results were down slightly year on year, reflecting
Covid related challenges to employee engagement:
o the number of staff who favourably rated “I feel I belong at Sky” moved from 68% to 63%; and
o the number of staff who favourably rated “Sky values diversity” moved from 77% to 71%.
Sky has further reinforced its commitment to the principles of diversity and inclusion through its involvement with the Champions for
Change programme with Sky’s Chief Executive serving on the Board of Global Women.
The chart below represents Sky’s gender and age diversification as at 30 June 2022:
Board Level Officers
1
All staff
No of Women: 2
Total number: 6
No of Women: 2
Total Number: 7
2
No of Women: 423
Total Number: 898
2021
No of Women: 2
Total number: 5
2021
No of Women: 1
Total number: 4
2021
No of Women: 399
Total Number: 900
Over 45 – 100%
(2021 – 100%)
Over 45 – 86%
(2021 – 75%)
Over 45 – 35%
(2021 – 33%)
(1) For the purpose of Recommendation 1.5(c)(3) of the ASX Corporate Governance Principles and Recommendations (4th edition),
“senior executives” has the same meaning as the “officers” referred to in the chart above as defined under the NZX Listing
Rules.
Sky New Zealand / Annual Corporate Governance Statement 2022
7
(2) A restructure of the executive team in November 2021 saw the total number of executive officers’ change from 5 to 7. At the
end of FY21, one of the executive officer positions was vacant and one under recruitment with a seconded partner from
Deloitte filling that position.
The table below provides a detailed breakdown of the age diversification of Sky’s workforce:
Age 2022 2021
<30 20% 18%
30 – 40 32% 32%
40 - 50 28% 29%
50 - 60 15% 16%
60 - 70 4.5% 4%
>70 0.5% 1%
3. BOARD COMMITTEES
The Board should use committees where this will enhance its effectiveness in key areas, while still
retaining Board responsibility.
The Board has established the following committees to act for, and/or make recommendations to, the full Board on certain matters as
described below.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee is responsible for overseeing the financial and accounting activities of Sky including accounting and
reporting, external and internal auditors, tax planning and compliance, treasury and general risk management. The committee operates
under a formal Audit and Risk Committee Charter which is available on Sky’s website.
The Charter also contains the External Audit Independence Group Policy, the object of which is to ensure that audit independence is
maintained, such that Sky’s external financial reporting is viewed as being highly reliable and credible.
As at 30 June 2022, the members of the Committee, who are independent non-executive directors, are Keith Smith (Chair, Board Deputy
Chair), Philip Bowman (Board Chair), and Joan Withers. Committee members’ qualifications are detailed in Sky’s annual report.
All directors who are not members of the Audit and Risk Committee may attend Audit and Risk Committee meetings without invitation. A
standing invitation exists for the Chief Executive Officer and the Chief Financial Officer to attend Audit and Risk Committee meetings.
PEOPLE AND PERFORMANCE COMMITTEE
The People and Performance Committee is responsible for providing recommendations regarding the appointment, compensation levels
and evaluation of Sky’s Chief Executive and senior executives, and overseeing Sky’s general human resources policies, including
remuneration. The current members, who are independent non-executive directors, are Geraldine McBride (Chair), Joan Withers and
Michael Darcey. The Committee’s Charter is available on Sky’s website. Sky management may only attend Committee meetings on
invitation.
AD-HOC COMMITTEES
The Board established a number of ad-hoc committees during the 2022 financial year to assist the Board in fulfilling its responsibilities in
relation specific matters. Each such committee was established by Board resolution (clearly prescribing the membership of the
committee and the role of the committee) and required to regularly report back to the Board on proceedings. The Board retained
ultimate responsibility for the relevant matters.
BOARD MEMBERSHIP
Sky’s Board is responsible for ensuring the balance of skills, knowledge, experience, independence and diversity of Directors remains
relevant to Sky’s business and strategy and enables the Board to discharge its duties and responsibilities effectively. The Board gives
consideration to these factors when assessing board succession and in evaluating potential board candidates. The Board does not have a
formal nomination committee constituted by a Board committee charter. The Board or a nominations sub-committee of the Board
(which is distinct from the People and Performance Committee) evaluates potential Board candidates to be considered for appointment.
To be eligible for appointment as directors, candidates must demonstrate appropriate qualities and experience. Directors will be selected
based on all of the above factors including the needs of the Board at the time.
Sky New Zealand / Annual Corporate Governance Statement 2022
8
COMMITTEE MEETINGS
During the year ended 30 June 2022:
(a) the Audit and Risk Committee met 4 times and attendances were as reflected in the table below;
(b) the People and Performance Committee met 6 times and attendances were as reflected in the table below:
Committee meetings held
while a Committee member
Attendance at
Committee meetings
Audit and Risk Committee
Keith Smith (Chair) 4 4
Joan Withers 4 4
Philip Bowman 4 4
People and Performance Committee
Geraldine McBride (Chair) 6 6
Joan Withers 6 6
Michael Darcey
1
5 5
(1) Michael Darcey was appointed to the People and Performance Committee during the period (28 September 2021).
TAKEOVER PROTOCOL
The Sky Board has approved a Takeover Protocol that outlines the procedures when dealing with takeover offers. This is available on Sky’s
website.
4. REPORTING AND DISCLOSURE
The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.
Sky endeavours to provide investors and stakeholders with financial and non-financial reporting that is clear, meaningful, timely and
balanced. All key governance documents and policies, as well as all stock exchange announcements, interim and annual reports and
investor presentations are available online at https://www.sky.co.nz/investor-centre.
FINANCIAL REPORTING
The Audit and Risk Committee oversees the preparation of Sky’s financial statements, including materiality guidance and setting policy to
ensure the information presented is useful for investors and other stakeholders.
Sky endeavours to prepare financial statements that are easy to read by using clear, precise language and by structuring the report so
that it is logically presented, and that policies and related notes are combined in a format that is consistent and logical.
DIRECTORS, CHAIR AND BOARD COMMITTEES’ CONFIRMATION OF FINANCIAL STATEMENTS
Each year Sky’s Chief Executive and Chief Financial Officer confirm in a written statement to the Board that the financial statements are
true and correct, are prepared in accordance with applicable accounting standards and present fairly Sky’s financial position. Although
the wording of that statement is not exactly the same as the wording set out in section 295A of the Australian Corporations Act 2001, in
substance the statement meets the requirements of ASX Recommendation 4.2.
Sky New Zealand / Annual Corporate Governance Statement 2022
9
CONTINUOUS DISCLOSURE
Sky is committed to keeping the markets, shareholders and investors informed of material information relating to its business, financial
performance and strategy in order that trading in securities takes place in an efficient well-informed market at all times.
When Sky provides a substantive investor or analyst presentation, such as those prepared for investor results briefings, conferences or
investor day events, a copy of the material to be presented is released to the NZX and ASX ahead of the presentation.
Sky has a Continuous Disclosure Policy that is available on Sky’s website. The policy sets out the responsibilities of Sky in relation to its
continuous disclosure obligations under the NZX and ASX Listing Rules and the Financial Markets Conduct Act 2013. The policy establishes
the procedures required to fulfil Sky’s obligations and details the process to appropriately identify and determine any material
information that may require disclosure.
In most circumstances, material market announcements are approved by the full Board prior to their release. Copies of all material
market announcements are promptly circulated to the Board after they have been made.
5. REMUNERATION
The remuneration of directors and executives should be transparent, fair and reasonable.
Details regarding the remuneration of non-executive directors’ and the Chief Executive is reported under “Remuneration of Directors”
and “Chief Executive Remuneration” in the Corporate Governance section of Sky’s annual report. For non-executive directors this
includes a breakdown of Board and committee fees and the actual amounts paid. For the Chief Executive, it includes details of both fixed
remuneration and variable performance-based remuneration. As noted above, the performance of key executives is monitored on a
continual basis by the Board and Chief Executive, principally as part of annual salary reviews and through participation in Sky’s STI
scheme.
The People and Performance Committee Charter formalises practices for setting remuneration for the Chief Executive, the executive
team and all employees.
Remuneration bands in respect of other employees of Sky and its subsidiaries are set out under “Employee Remuneration” in the
Corporate Governance section of Sky’s annual report.
Sky published its Remuneration Policy as approved by the Board in June 2022 and this is available on the Company website in line with
NZX/ASX recommendations. The policy is written to provide an overarching framework to inform remuneration at Sky, outlining the
principles considered for Director and Executive remuneration to remain competitive in market to attract and retain talent in addition to
ensuring a fair process designed to encourage a unique and diverse workforce.
Sky's Securities Trading Policy contains prohibitions on transactions (by way of derivatives or similar financial products) which operate to
limit the economic risk relating to securities granted under an employee, executive or director incentive plan or as part of an employee's
remuneration. As noted above, the Securities Trading Policy is posted on Sky’s website.
6. RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer and how to
manage them. The Board should regularly verify that the issuer has appropriate processes that
identify and manage potential and relevant risks.
Sky’s risk management framework is overseen and monitored by both the Board and the Audit and Risk Committee. The Audit and Risk
Committee in conjunction with management regularly report to the Board on the effectiveness of the management of Sky’s risks and
whether the risk management framework and systems of internal compliance and control are operating efficiently and effectively in all
material respects.
Sky New Zealand / Annual Corporate Governance Statement 2022
10
Sky has a Controlling and Managing Risk Policy which provides an overview of Sky’s risk management process. The Policy outlines Sky’s
risk management objectives and guidelines and provides a framework to identify, manage and report on risks both financial and non-
financial. The Audit and Risk Committee reviews Sky's risk management framework with management at least annually to satisfy itself
that it continues to be sound and to ensure that Sky is operating with due regard to the risk appetite set by the Board. The Audit and Risk
Committee reviewed Sky’s risk management framework during the reporting period to 30 June 2022. Sky recognises that having a robust
and well-documented enterprise-wide risk management framework is critical to support the management of risks across Sky. In keeping
with its focus on managing both near and long-term risk, in the 2023 financial year the Audit and Risk Committee is overseeing an
extensive management review of Sky’s risk management framework across the business to identify and implement improvements to best
support Sky’s current and future business and operating environment.
Sky’s internal audit function is outsourced to EY. An annual internal audit plan is presented and approved by the Audit and Risk
Committee and the Audit and Risk Committee receives internal audit reports during the year and monitors completion of action items
that arise. Sky’s internal audit function assists it to better accomplish its objectives by bringing a systemic, disciplined approach to
evaluating and continually improving the effectiveness of Sky’s risk management and internal control processes.
MATERIAL EXPOSURE TO ECONOMIC, ENVIRONMENTAL AND SOCIAL SUSTAINABILITY RISKS
Sky identifies and assesses material exposure to economic, environmental and social sustainability risks on an annual basis as part of the
overall framework of assessing risk. The key economic, environmental and social sustainability risks it faces, and how Sky intends to
manage those risks is included in the Controlling and Managing Risk Policy on Sky’s website (at https://www.sky.co.nz/investor-centre/
corporate-governance).
Sky intends to specifically review and report on exposure to climate related risk, and potential opportunities, in line with legislative
requirements currently under development and likely to reflect the Financial Stability Board’s Task Force on Climate-related Financial
Disclosures (TCFD) requirements. While Sky’s emissions profile is not considered to be material, the company has measurement systems
in place that will be further refined and audited in the 2023 financial year with a view to initiating reporting. In this regard, Sky has
engaged Toitū to assist and will be participating under Toitū’s Carbon Reduce programme.
Principal risks that could affect results and performance include:
• regulatory environment;
• competition;
• programming rights;
• content protection;
• business disruption;
• investment strategy – adoption of new technology;
• financial risks;
• reputational risks and brand perception;
• ability to attract and retain key talent;
• business transformation; and
• customer value proposition.
HEALTH AND SAFETY
Sky has Health and Safety Policies and a Procedures Manual and a comprehensive Health & Safety Strategic plan that includes regular
reports to the Board to ensure that Sky fully complies with its health and safety obligations. Sky’s strategic approach to health and safety
is to:
• safeguard the wellbeing of our people by providing a safe and inclusive workplace environment;
• fulfil all safety obligations within the business, in line with the strategic intent, corporate objectives and legislative
requirements; and
• share a vision and commitment to a safety culture that drives continual improvement and organisational resilience at all levels
within Sky.
Sky New Zealand / Annual Corporate Governance Statement 2022
11
7. AUDITORS
The Board should ensure the quality and independence of the external audit process.
EXTERNAL AUDIT
The role of the external auditor is critical for the integrity of Sky’s financial reporting. PricewaterhouseCoopers (PwC) is Sky’s external
auditor. The Audit and Risk Committee is responsible for reviewing and recommending to the Board the engagement of the external
auditors, for reviewing any regulatory requirements, for agreeing the scope of the audit, ensuring no management restrictions are placed
on the auditors and for evaluating the performance of the external auditors. Sky’s Audit and Risk Committee Charter (available on Sky’s
website), contains the policy for External Audit Independence which sets out the framework for ensuring that independence of the
external auditor is maintained.
A copy of the most recent audit report, relating to the 2022 financial year is included in the annual report available online.
Sky undertakes an internal process of verification for periodic materials released to the NZX and ASX where these have not been audited
or reviewed by the external auditor, to ensure the accuracy and integrity of the material prior to release. Where considered appropriate
Sky requests an external review from a suitably qualified advisor to provide an additional level of independent review.
INTERNAL AUDIT
Sky currently outsources to Ernst and Young (EY) its internal audit function which is tasked with monitoring Sky’s internal control systems
and risk management. Internal audit operates with and independently of management and reports directly to the Audit and Risk
Committee.
The Audit and Risk Committee reviews the internal audit plan annually as well as the internal audit reports. The internal audit reports are
made available to the external auditors.
8. SHAREHOLDER RELATIONS
The Board should respect the rights of the shareholders and foster relationships with shareholders that encourage them to engage
with the issuer.
INVESTOR COMMUNICATION
Sky is committed to facilitating effective two-way communication with its shareholders and other stakeholders. Sky’s approach to
investor relations is designed to keep both Sky’s shareholders and the broader market properly informed. Sky’s Investor Communications
Policy outlines the steps that it will take to enable shareholders to engage with Sky in an informed manner and to allow them to make
informed assessments of Sky’s value and future prospects and vote on major decisions where appropriate. A copy of this policy is
available on Sky’s website.
In addition to information provided to the market via the NZX and ASX, Sky uses the following methods to communicate with its
investors:
SKY WEBSITE – INVESTOR RELATIONS
Sky’s website (https://www.sky.co.nz/investor-centre) includes copies of documents that have been released to the market to enable
investors and stakeholders’ access to all information about Sky and its governance in one place. This includes copies of annual reports,
presentations, market announcements, media releases and corporate governance documents. In addition, information may be requested
directly from Sky by emailing investorrelations@sky.co.nz to which Sky is committed to responding to in a timely manner.
Sky New Zealand / Annual Corporate Governance Statement 2022
12
ELECTRONIC COMMUNICATIONS
Sky is committed to improving the efficiency, timeliness, and sustainability of communications with its shareholders by encouraging them
to receive communications material electronically via Sky’s share registry, Computershare Investor Services Limited.
ANNUAL SHAREHOLDER MEETING
Shareholders are encouraged to attend Sky's Annual Shareholder Meeting, whether this is held in person, virtually or as a hybrid meeting.
Details of the Annual Shareholder Meeting and the ways that shareholders can participate are available in the Notice of Meeting which is
dispatched to shareholders and made available on Sky’s website. Sky ensures that shareholder meetings are held at a reasonable time
and place and ensures that all resolutions at a shareholders’ meeting are decided by a poll.
Notices of shareholder meetings include explanatory information regarding the resolutions to be considered by Sky’s shareholder
meetings. These are provided in sufficient time to enable shareholders to form a reasoned judgement on the matters to be voted upon.
Sky’s external auditors, legal representatives and share registrar attend the Annual Shareholder Meeting. Directors, management and
external auditors are available to answer any questions from shareholders at the Annual Shareholder Meeting. Details of how
shareholders unable to attend the Annual Shareholder Meeting can submit questions in advance are included in the Notice of Meeting.
SKY EXECUTIVES
Sky’s Executive Leadership team members are listed on the back page of Sky’s 2022 annual report and are available to answer questions
from shareholders at Sky’s Annual Shareholder Meeting.
---
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Sky Network Television Limited
ABN/ARBN Financial year ended:
70 653 143 224 30 June 2022
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://www.sky.co.nz/investor-centre/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 25 August 2022 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 25 August 2022
Name of authorised officer
authorising lodgement:
James Bishop
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation
Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at:
https://www.sky.co.nz/investor-centre/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.3
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Diversity Policy)
and we have disclosed the information referred to in paragraph (c)
at:
Corporate Governance Statement (https://www.sky.co.nz/investor-
centre/corporate-governance) and our Annual Report (pg
107)..........................
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Corporate Governance Statement, Board Charter, Audit and Rick
Committee Charter and People and Performance Committee Charter
(located at https://www.sky.co.nz/investor-centre/corporate-
governance),
.........................................................................................
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
and the information referred to in paragraphs (4) and (5) at:
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:
Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
and we have disclosed our board skills matrix at:
... Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
......... Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
...................................................................................
and, where applicable, the information referred to in paragraph (b)
at:
.........Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance) and
Annual Report (pg 106)
................................................................................
[insert location]
and the length of service of each director at:
... Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
☐ set out in our Corporate Governance Statement
2.4
A majority of the board of a listed entity should be independent
directors.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5
The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
and we have disclosed our values at:
Sky's FY21 Annual Report, Sky’s 25 August 2021 annual results
presentation and Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
☐ set out in our Corporate Governance Statement
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
and we have disclosed our code of conduct at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Code of Ethics)
☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
and we have disclosed our whistleblower policy at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Protected Disclosure Policy)
☐ set out in our Corporate Governance Statement
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
and we have disclosed our anti-bribery and corruption policy at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Anti-Bribery and Corruption Policy)
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Audit and Risk Committee Charter)
and the information referred to in paragraphs (4) and (5) at:
Experience and qualifications of committee members are set out in
the Annual Report (see Board biographies) and the Corporate
Governance Statement (located at https://www.sky.co.nz/investor-
centre/corporate-governance).
Number of committee meetings and attendance is set out in the
Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance).
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
4.2
The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
4.3
A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Continuous Disclosure Policy)
☐ set out in our Corporate Governance Statement
5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
☐ set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://www.sky.co.nz/investor-centre/corporate-governance
☐ set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
☐ set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Investor Communications Policy)
☐ set out in our Corporate Governance Statement
6.4
A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Audit and Risk Committee Charter)
and the information referred to in paragraphs (4) and (5) at:
in the Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance).
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
... Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
...See Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance) and
Audit and Risk Committee Charter (https://www.sky.co.nz/investor-
centre/corporate-governance)
......................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
... See Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
[insert location]
and, if we do, how we manage or intend to manage those risks at:
... See Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
......................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
People & Performance Committee Charter)
and the information referred to in paragraphs (4) and (5) at:
See Corporate Governance Statement (located at
https://www.sky.co.nz/investor-centre/corporate-governance)
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
https://www.sky.co.nz/investor-centre/corporate-governance (see
Remuneration Policy)
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
8.3
A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☐
and we have disclosed our policy on this issue or a summary of it at:
...
..............................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☒ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☒ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.2
A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3
A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-
Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
-
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
---
Appendix 4E Release to ASX under rule 4.3A
Sky Network Television Limited
Year ended on 30 June 2022 (In NZD)
To be read in conjunction with Sky Network Television Limited financial statements for the year
ended 30 June 2022
Results for announcement to market
Name of issuer Sky Network Television Limited
Reporting Period 12 months to 30 June 2022
Previous Reporting Period 12 months to 30 June 2021
Currency NZD
Amount (000s) Percentage change
Revenue from ordinary activities $736,111 3.5% increase
Net profit/(loss) from ordinary
activities after tax attributable to
security holders
$62,145 41.4% increase
Total net profit/(loss) $62,212 40.5% increase
Final Dividend
Amount per security $0.07300000
Franked amount per security Not applicable
Record Date 09/09/2022
Dividend Payment Date 23/09/2022
Current period Prior comparable period
Net tangible assets per security $1.1124 $0.6312
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
For further explanation refer the financial commentary and audited
financial statements attached.
Control gained over entities
Prior Year 2021
On 1 January 2021 the Group, through its subsidiary Sky Investment Holdings Limited,
acquired 81% of the share capital of Sports Analytics Pty Limited, a company registered
in South Africa. Sports Analytics specialises in deep-data analysis, trend identification and
data leveraging.
Refer Note 28 Business Acquisitions and Disposal of the attached Consolidated Financial
Statements.
Loss of control of entities
Prior Year 2021
On 11 August 2020 Sky entered into an agreement with NEP New Zealand Limited (NEP)
to sell the assets and liabilities of Outside Broadcasting Limited (OSB) business to NEP for
approximately $14.3 million. The sale was subject to Commerce Commission approval that
was subsequently granted on 4 February 2021, with completion of the sale occurring on 31
March 2021.
In January 2021 RugbyPass signed an agreement to sell its streaming business to Premier
Sports Ltd.
Refer Note 28 Business Acquisitions and Disposal of the attached Consolidated Financial
Statements
Dividends
Final dividend payable: NZD 12,752,248
Prior comparable period: Nil
Details of aggregate share of profits (losses) of associates and joint venture
entities
Not applicable
Accounting standards
New Zealand international financial reporting standards used in compiling report.
Directors’ Details
The directors of Sky Network Television Limited at any time during the year are as
follows:
Philip Bowman Chairman
Keith Smith Director
Joan Wither s Director
Mike Darcey Director
Geraldine McBride Director
Mark Buckman Director (Appointed 21 March 2022)
Other information required by Listing Rule 4.3A
Additional Appendix 4E disclosure requirements, including commentary on significant
features of the operating performance, results of segments, trends in performance and
other factors affecting the results of the year are contained in the consolidated financial
statements of Sky and its subsidiaries (Group) for the financial year ended 30 June 2022.
This document should be read in conjunction with the 2022 Annual Report and any public
announcements made in the period by the Group.
---
SKY Network Television Limited
10 Panorama Road, Mt Wellington
PO Box 9059, Newmarket
Auckland, New Zealand
Tel: +64 579 9999
Fax: +64 525 8324
www.skytv.co.nz
Director’s Declaration
The directors declare that the consolidated financial statements:
(i) comply with New Zealand International Financial Reporting Standards
(ii) give a true and fair view of the financial position of Sky Network Television Limited and its
subsidiaries as at 30 June 2022 and of their performance, as represented by the results of
their operations and their cash flows for the year ended on that date.
In the directors’ opinion at the date of this declaration there are reasonable grounds to believe that
Sky Network Television Limited will be able to pay its debts as and when they become due and
payable.
This declaration is made in accordance with a resolution of directors and is signed for and on
behalf of the Board of directors.
Dated at Auckland this 24th day of August 2022.
Philip Bowman Keith Smith
Director and Chairman Director
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.