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Governance Roadshow Presentation

Board Change19 March 2023CHIEnergy

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

---

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.