Governance Roadshow Presentation
channelnz.com
NZX RELEASE
20 March 2023
Governance Roadshow Presentation
Channel Infrastructure Chair, James Miller will be conducting a Governance Roadshow this week with
investors. The Roadshow presentation outlines delivery of strategy, CEO transition and remuneration,
changes to corporate governance since the transition from a refinery to an import terminal, changes to the
Health, Safety Environment and Operations board sub-committee and an update on the director fees
review.
The Roadshow presentation materials accompany this announcement and will be available from the
Channel Infrastructure page at www.nzx.com or on the company’s website at Reports & Presentations -
Channel (channelnz.com)
- ENDS -
Authorised by:
Chris Bougen
General Counsel and Company Secretary
Investor Relations contact:
Anna Bonney
investorrelations@channelnz.com
Media contact:
Laura Malcolm
communications@channelnz.com
+64 21 02363 297
About Channel Infrastructure NZ
Channel Infrastructure is New Zealand’s leading fuel infrastructure company.
Channel Infrastructure owns critical infrastructure, supplying the Northland and Auckland markets, which
make up 40% of New Zealand’s transport fuel demand and all of the jet fuel to the Auckland International
Airport. Utilising the deep-water harbour and jetty infrastructure at Marsden Point, as well as 280 million
litres of storage tanks, and the 170-kilometre pipeline from Marsden Point to Auckland we receive, store, test
and distribute fuel owned by our customers. Channel Infrastructure’s wholly-owned subsidiary, Independent
Petroleum Laboratory Limited, provides fuel quality testing services at Marsden Point and around New
Zealand.
Channel Infrastructure is well positioned to support New Zealand’s changing future fuel needs, with growth
opportunities at the Marsden Point site including additional fuel storage to support fuel security, renewable
electricity supply through the Maranga Ra solar project, and work underway with customers and partners on
biofuel and hydrogen opportunities.
channelnz.com
For more information on Channel Infrastructure, please visit: www.channelnz.com
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Governance
Roadshow
March 2023
2
•This presentation contains forward looking statements concerning the
financial condition, results and operations of Channel Infrastructure NZ
Limited (hereafter referred to as “CHI”).
•Forward looking statements are subject to the risks and uncertainties
associated with the fuels supply environment, including price and foreign
currency fluctuations, regulatory changes, environmental factors, production
results, demand for CHI’s products or services and other conditions. Forward
looking statements are based on management’s current expectations and
assumptions and involve known and unknown risks and uncertainties that
could cause actual results, performance or events to differ materially from
those expressed or implied in these statements.
•Forward looking statements include among other things, statements
concerning the potential exposure of CHI to market risk and statements
expressing management’s expectations, beliefs, estimates, forecasts,
projections and assumptions. Forward looking statements are identified by
the use of terms and phrases such as “anticipate”, “believe”, “could”,
“estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”,
“probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms
and phrases.
•Readers should not place undue reliance on forward looking statements.
Forward looking statements should be read in conjunction with CHI’s
financial statements released with this presentation. This presentation is for
information purposes only and does not constitute legal, financial, tax,
financial product advice or investment advice or a recommendation to
acquire CHI’s securities and has been prepared without taking into account
the objectives, financial situation or needs of individuals. Before making an
investment decision, you should consider the appropriateness of the
information having regard to your own objectives, financial situation and
needs and consult an NZX Firm or solicitor, accountant or other professional
adviser if necessary.
•In light of these risks, results could differ materially from those stated,
implied or inferred from the forward-looking statements contained in this
announcement. CHI does not guarantee future performance and past
performance information is for illustrative purposes only. To the maximum
extent permitted by law, the directors of CHI, CHI and any of its related
bodies corporate and affiliates, and their officers, partners, employees,
agents, associates and advisers do not make any representation or warranty,
express or implied, as to accuracy, reliability or completeness of the
information in this presentation, or likelihood of fulfilment of any forward-
looking statement or any event or results expressed or implied in any
forward-looking statement, and disclaim all responsibility and liability for
these forward-looking statements (including, without limitation, liability for
negligence).
•Except as required by law or regulation (including the NZX Listing Rules), CHI
undertakes no obligation to provide any additional or updated information
whether as a result of new information, future events or results or otherwise.
•Forward looking figures in this presentation are unaudited and may include
non-GAAP financial measures and information. Not all of the financial
information (including any non-GAAP information) will have been prepared in
accordance with, nor is it intended to comply with: (i) the financial or other
reporting requirements of any regulatory body; or (ii) the accounting
principles generally accepted in New Zealand or any other jurisdiction with
IFRS. Some figures may be rounded, and so actual calculation of the figures
may differ from the figures in this presentation. Non-GAAP financial
information does not have a standardisedmeaning prescribed by GAAP and
therefore may not be comparable to similar financial information presented
by other entities. Non-GAAP financial information in this presentation is not
audited or reviewed.
•Each forward-looking statement speaks only as of the date of this
announcement, 20 March 2023
Important Information
3
All 2022 key priorities delivered
3
4
A long-term sustainable operating model with strong aspirations for growth
OUR VISION
OUR STRATEGIC PRIORITIES
Safe, reliable, low
cost operations
High performance
culture
Competitive cost
of capital
Realise
infrastructure
value
Support lower
carbon fuels
transition
Grow and
diversify
Strong safety
systems and
culture
Continuous
improvement
Asset
management
Strong
performance
management
Change-ready
Future focused
More reliable
dividend payout
Diversify access to
capital markets
Leverage the
balance sheet
Realise value of
existing
infrastructure
through import
terminal conversion
Leverage existing
infrastructure
Marsden Point
energy hub
Strategic storage
Repurposing
Marsden Point site
Supply chain
optimisation
Leverage existing capabilitiesTransform to deliver valuePosition for future growth
New Zealand’s leading fuel infrastructure company
Criteria for investment:
•above WACC return on
investment
•customer contracts that
provide revenue certainty
Target leverage of 3 to 4
times EBITDA
Shadow BBB+ rating
c.$300m target net debt
based on current
asset/earnings base
Dividend Policy of 60-70% of
normalisedFree Cash Flow
[1]
Strong cash flow provided
confidence to return to
dividends for 2022
•Fully imputed Final
dividend of 5 cps and
special dividend of 2 cps
declared for 2022 ~
dividend yield of 6.5%
[2]
•2023 guidance implies
indicative dividend range
of 9 to 11 cps, with
targeted 40:60 split
Long-term contracts
delivering strong cash
flow
Returns to shareholders
Deleveraging
Focused growth
5
Clear capital allocation framework and a return to dividends
[1] NormalisedFree Cash Flow is calculated as cash flow from operations less maintenance capex (excluding conversion costs and growth capex). The dividend policy is subject to the Board’s due consideration of the Company’s medium
term asset investment programme; a sustainable financial structure for Channel Infrastructure, recognisingthe targeted investment grade rating; and the risks from short and medium term economic and market conditions and estimated
financial performance. It is the intention of the Board to attach imputation credits to dividends to the extent that they areavailable.
[2] Based on a dividend declared and annualised, and share price as at 31 December 2022 of $1.43 per share
Board refreshthrough a staged transition
6
Anna Molloy
Independent Director
Appointed:April 2022
Board Committees:Audit and Finance
(Chair),Health, Safety, Environment
and Operations
Andrew Holmes
Independent Director
Appointed: April 2022
Board Committees:People
andCulture,Health, Safety,
Environment and Operations
James Miller
Chairman, Independent Director
Appointed: November 2018.
Chairman from July 2022
Board Committees:Audit and Finance,People
andCulture,Health, Safety, Environment and
Operations
Lucy Nation
Director
Appointed: February 2021
Committees: People
andCulture,Health, Safety,
Environment and Operations
Vanessa Stoddart
Independent Director
Appointed: May 2013
Board Committees:People and
Culture (Chair),Health, Safety,
Environment and Operations
Paul Zealand
Independent Director
Appointed: August 2016
Board Committees:Audit and
Finance,Health, Safety, Environment
and Operations (Chair)
Lindis Jones
Director
Appointed: March 2018
Board Committees:Audit and
Finance,Health, Safety,
Environment and Operations
3/7
directors
female
Average
tenure
4.2
years
5/7
directors
independent
Strong and capable Board with right skillset
•Board refresh through a staged transition
•appointed two new directors in April
2022 with skills and experience aligned
withthenew business
•ceased historical practice of inviting
nominations from the three customer
shareholders of candidates
forappointmentas directors
•smooth transition in Chairman
following completion of Strategic
Review
•Each director brings the critical skills we
need
7
Board structure & policies are aligned with new business, operations & strategy
•Completed Corporate
Governance Review in
2022 to ensure
alignment with new
business, operations
and strategy
•ProperoConsulting
undertook an
evaluation review of
Board late 2022
providing insights and
recommended actions
tocontinually strive
for improvement
The Board
Is responsible for overseeing the performance and operations of the Company
Board Committees
Assist the Board to discharge its responsibilities in relation to:
People and
Culture
Approves CHI’s:
•Code of Conductand monitors performance in line
with the Codeof Conduct
•Sustainability strategy,including aspirations and
targets and guides sustainability performance and
response to evolving stakeholder expectations
•Regularly monitors progress of implementation
plans and recommends opportunities to mature
aspirations and targets based on operational and
industry learnings
Audit and Finance
Committee
Health, Safety,
Environment and
Operations
Oversees remuneration
framework, people and culture
strategies including diversity and
inclusion, community engagement
and human rights
Audit and Finance Committee
Overseas risk management
framework, internal audit, financial
reporting and the integrity of our
sustainability reporting
Oversees the environmental aspects
of sustainability as well as health,
safety, operationalrisk (including
productquality), asset management,
contingency planning and
emergency response
Channel Infrastructure’s Management System
Company policies, operating procedures, including risk appetite and the
Risk Management Framework
Management under the leadership of the CEO
Are responsible for delivering the strategic direction and goals approved by the Board
The CEO is responsible for instilling a culture that
aligns with CHI'svalues
8
9
Focus on Health, Safety and environmental risks
9
•The updated 2023 Governance Statement reflects a revised Health, Safety, Environment and
Operations (HSEO) board sub-committee
•enable us to increase time and focus on asset management planning, resilience and emergency
response, in addition to continuing to provide oversight of health, safety, cyber and
environmental risks
•committee will include Paul Zealand (Chair), Andrew Holmes and Lucy Nation, who each have
specialist expertise
•meet at least four times each year, and more frequently as required
1
0
Directors’ Fees review underway
10
•Director fee pool limit last increased in 2018
•No change sought througha significant period of
business transformation and workload
•Following transition to the new operating model,
a review of director fees has been undertaken,
including a PWC benchmarking report
•Proposing a 3% fee pool increase (half the rate of
inflation)
[1]
from $900,000 to $927,000 to allow
for:
•additional remuneration ofa reconstituted
Health, Safety, Environment and Operations
(HSEO) board sub-committee
•retain headroom in pool to allow flexibility to
manage board succession changes and
unexpected additional workload
0
225,000
450,000
675,000
900,000
1,125,000
201720182019202020212022
Total Director Fees
Total Fees PaidTotal Fees Pool
[1] Consumer Price Index increased 7.2% in 12 months ended December 2022
Proposed 2023 Annual Shareholders Meetings resolutions
•That Directors be authorised to fix the fees and expenses of EY as auditors to the Company for the year ending 31
December 2023.
•That the total amount of Directors’ fees that may be payable annually to all Directors taken together be increased
with effect from the commencement of the current financial year by 3% from $900,000 to $927,000, such sum to be
divided among the Directors as the Directors deem appropriate
11
New CEO to deliver to company's strategic plan
•Board has approved a 3-year Strategic Plan ahead of planned CEO
transition
•CEO transition began November 2022 following the successful transition
to Channel Infrastructure
•Rob Buchanan joined the team on 31 January 2023, with
NaomiJamesdeparting the company on 1 April 2023(2-
monthhandover)
•Rob Buchanan became CEO on 6 March 2023 and is ideally placed to
deliver on our strategywith leadership style and deep experience in
energy and infrastructuresector
12
Experienced and Proven Management Team
Rob Buchanan
Chief Executive
Jack Stewart
GM Operations
Jarek Dobrowolski
Chief Financial Officer
Peter van Cingel
Business Development Manager
Chris Bougen
General Counsel and
Company Secretary
Steve Levell
General Manager –
Independent Petroleum
Laboratories (IPL)
Caz Jackson
Chief People Officer
10
Phil Jones
GM Projects
•Key talent retained in management team and wider workforce through transition
13
Executive remuneration linked to Strategy, Performance & Sustainability
14
•CEO base salary of $550,000 p.a
•Our CEO is incentivisedto
deliver long-term shareholder
value throughahigh portion of
pay at risk and an appropriate
weighting of short-and long-
term incentives
•Our CEO KPIs for short-term
incentivearebased 50% on
delivery against Company
Scorecard (in year performance)
and 50% on future sustainability
and growth
KPI Category FY23Weighting
Delivery against the Company Scorecard: HSE, financial, deliverconversion commitments,
customers commitments, build systems and people capability, grow shareholder value
50%
Core individual KPI’s: Effective CEO transition, position Channel for growth, engaged workforce,
embed terminal systems, support New Zealand's decarbonisation
50%
[1] Share rights equivalent to $500,000 issued to the CEO upon commencement as CEO (subject to a 5-year vesting period, unless agreed otherwise by the Board, and to the achievement of a minimum “on target”
performance against annual controllable KPIs during the vesting period). LTI comprises share rights equivalent to $247,500 (45 per cent of base salary) on the first anniversary of commencement as CEO and each
anniversary thereafter, with each tranche having a three-year vesting period and with measures and targets to be agreed with theBoard.
$-
$300,000
$600,000
$900,000
$1,200,000
FixedOn PlanMaximum
Chief Executives remuneration performance pay
Base salary and benefitsShort Term Incentive (35-45%)Long Term Incentive (45%)
[1]
15
A new business model, supporting NZ decarbonisation
Energy transition means more fuel choices and
infrastructure required
Significant number of improvements in climate change governance over 2022
•Corporate Governance Review undertaken in early
2022 to align Board and governance processes
with new business, operations and strategy
•Board-approved Climate Change Position
Statement of Channel Infrastructure
•First and now second Sustainability Report
released by Channel Infrastructure, aligned with
TCFD reporting recommendations
•Short, medium and long-term climate targets set
and reported against
•Continuing focus on the range of risks and
opportunities from climate change, including
physical risks
16
Material progress made towards climate change targets
17
TARGET
Just Transition
At least 90% of employees
seeking new employment
find new roles, or have been
retrained, within 6 months
•Extensive program of workforce transition support
•97% of staff who left in 2022 have found their next opportunity
•Additional (decommissioning and transition-related) staff due to exit in 2023, with transition
support planned
97%
of employees in new
roles or retraining
within 6 months
Net Zero
Net Zero Scope 1 and 2
emissions by 2030
•Scope 1 and 2 emissions have reduced from 1,257,173 tonnesCO
2
in 2019 to 284,261
tonnesCO
2
in 2022 andc.20,000tonnes(annualised) in Q4 2022-equivalent to a 98%
reduction in emissions following refineryclosure (over 1 million tonnesCO
2
p.a.)
•Almost 90% reduction in electricity consumption and no natural gas requirements -reducing
thermal generation demand
•Electricity RFI undertaken to explore long-term renewable electricity supply
98%
reduction in
Scope 1&2 emissions
>1MT CO
2
p.a.
Customer scope 3
emissions
Our infrastructure is
utilisedto support the
decarbonisationof the
transport sector and facilitate
Scope 3 emissions reduction
by 2030
•First SAF import received through Marsden Point in September 2022
•Hale & Twomey long-term fuel forecasts updated to include biofuels volumes for the first
time
•FFIgreen hydrogen study investigating e-SAF production at Marsden Point
New Zealand’s first
shipment of
Sustainable Aviation
Fuel delivered through
Marsden Point
PROGRESS TO DATE
Safe, reliable, and cost-efficient terminal operation and maintenance
CEO Transition
Work with customers and Governmentto improve supply chain resilience
Continue to support Channel's significant contribution to decarbonisation
Deliver increasing shareholder value through both dividends and focused growth opportunities
Five key areas of focus for the Board, reflecting strategic priorities
18
2
0
PWC Non-executive director fees benchmarking report
20
•PWC has collected market remuneration data for directors’ fees from a comparator group of 14 NZX-listed companies
•Comparator group comprised Vulcan Steel,Stride, Arvida,SynlaitMilk,Oceania Healthcare,Tourism Holdings, Napier
Port, Michael Hill,Sanford, Sky Network Television,T&G Global,PGG Wrighton, Turners Automotive and Steel and Tube.
•The comparator group was evenly weighted between larger and smaller companies than Channel Infrastructure by
market capitalisation at the time the PwC report was prepared.
•PWC notes that where the Board chooses to position its fees against this market data will depend on the Board’s view
of the overall relevance of the comparator group and specifically Channel Infrastructure’s perceived relative complexity
of operations, scale, ranking (by scale) and risk profile
Remuneration for outgoing Chief Executive
21
•Total remuneration paid to Naomi James (Chief Executive until 6 March 2023, departing company 1 April 2023) paid
in 2022
•Fixed remuneration -base salary of $995,000
•STI paid on achievement of agreed performance objectives of $646,750
•Share rights (equivalent to 25 per cent of base salary ($248,750) and subject to vesting conditions including
the achievement of outcomes sought from the material decisions made by the Board from the strategic review
process
•$2,000 Employee Share Scheme award, and
•Other benefits of $40,552 (accommodation and mileage)
•In accordance with the terms of her employment agreement, upon her exit from the Company in 2023,Naomi
Jameswill be paid six months redundancy and accrued leave.
•On 6 March 2023,Naomi James was issued2,661,773 ordinary shares upon vesting of her share rights under
theCompany'sShare Rights Plan,authorisedpursuant to a resolution of the Board on the basis that the
outcomescontemplated by the vesting conditions have been delivered
[1]
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.