Green Cross Health Limited 2023 Annual Report
Annual
Report
20232023
02
| GREEN CROSS HEALTH
Unichem Pharmacies
Life Pharmacies
The Doctors Medical Centres
386,000
enrolled patients
doctors
408
342
pharmacies
28557
61
medical
centres
1. 9
million
loyalty members
nurses
410
Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand
communities. We are passionate about supporting healthier communities through our network of
pharmacies and medical centres.
Who we are
nurse
practitioners
21
As at 31 March 2023
Contents
The Company
The year at a glance 04
Company report 06
Company report - Pharmacy division 08
Company report - Medical division 10
Financials
Directors' declaration 13
Independent auditor's report 14
Group financial statements 18
Notes to the consolidated financial statements 22
Governance
Group entities 48
Board of directors 52
Corporate governance 55
Other annual report disclosures 64
Shareholder information 69
Company directory 71
04
| GREEN CROSS HEALTH
The year at a glance
Divisional Performance
Group Performance
* Includes profit from discontinued operation (Community Health Division) plus gain on divestment, totalling $30.3m net of tax
$21.1m
41% decrease vs FY22
Pharmacy Operating Profit
$16.2m
1% increase vs FY22
Medical Operating Profit
$34.3m
29% decrease vs FY22
$493.6m
3% increase vs FY22
Group RevenueOperating Profit/EBIT
$34.7m
64% increase vs FY22
(represents cash & cash equivalents less borrowings)
$45.2m*
89% increase vs FY22
(attributable to shareholders)
Net Profit After TaxNet Cash
$202.0m
18% increase vs FY22
$7.0c
8% increase vs FY22
(based on dividends declared during the financial year)
Net AssetsDividends Per Share
Annual Report 2023 |
05
So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the
financial statements and notes further on in this report.
2023
($’000)
2022**
($’000)
We generate revenue from two sources
Pharmacy retail and dispensary 360,386367,114
Medical services133,228110,972
Our costs to operate are primarily
Wages and salaries174,122 149,797
Costs of products sold 212,448 210,164
Other costs (marketing, governance, communications etc)48,83047,265
Lease expense, depreciation and amortisation 25,084 23,367
Impairment129 841
After all income and expenses, we earned
Profit before tax 27,09942,440
Tax expense(6,804) (13,021)
Profit after tax 20,295 29,419
Profit and gain from discontinued operation, net of tax 30,254 3,675
Non-controlling interest(5,315)(9,192)
Profit after tax attributable to the Parent shareholders 45,234 23,902
Financial Summary
What happened to the profit and where did the cash go?
We started the year with a bank balance of 45,154 37,302
Our profit after tax (after adjusting for non-cash items) was*33,49545,917
We bought and sold various businesses12,967(22,480)
We bought fixed assets(5,714)(4,090)
We repaid bank borrowings(497)(653)
We made investments and provided loans- (2,122)
We paid dividends to our shareholders(10,073) (4,314)
We paid dividends to our minority partners(6,996)(2,035)
Our working capital increased by(10,121)(2,371)
We ended the year with a bank balance of 58,215 45,154
So what is the equity book value?
We have total assets of 401,007 409,787
We have total liabilities of(199,002) (238,621)
So our equity book value is 202,005171,166
Which represents a net asset value for each share of (cents) 141.0 119.6
* Includes repayment of lease principal and interest expense of $21.1m (2022: $21.6m) under NZ IFRS 16
** Comparative information includes re-presentations and restatements for consistency with the current period.
The Company
06
| GREEN CROSS HEALTH
Results summary
Operating Revenue from Continuing Operations of $494m, up 3%
Operating Profit (EBIT) from Continuing Operations of $34.3m, down 29% on last year’s record profit
Net Profit After Tax Attributable to Shareholders up 89% to $45.2m
1
Pharmacy Operating Revenue down 2% and Operating Profit down 41% to $21.1m following a record
profit in the prior year
Medical Operating Revenue up 20%
and Operating Profit up 1% to $16.2m
Profit from Community Health plus gain on divestment totalled $30.3m net of tax
Investment in growth of $24.3m, including acquisitions of eight new medical centres
Net cash position as at 31 March 2023 of $34.7m, up $13.6m on last year
Net assets per share increased by 18% to $1.41 per share
28cps ($40.2m) special dividend paid on 28 April 2023 following divestment of Community Health
3.5cps dividend declared to be paid on 23 June 2023.
1
Includes profit from discontinued operation (Community Health division) plus gain on divestment, totalling $30.3m net of tax.
Company
report
Green Cross Health delivered
Net Profit After Tax Attributable
to Shareholders of $45.2m, an
increase on the prior year of 89%.
The result included a gain of $21.8m
from the successful divestment of
the Community Health division.
Green Cross Health continued its support of New Zealand communities through the recent unprecedented times
in healthcare. COVID-19 activity, whilst down on the prior year, was still a significant focus, as well as investment
in growth and the provision of new services to communities. The Pharmacy division dispensed 40% of the total
prescriptions across New Zealand, while the Medical division continued its year-on-year growth through the
purchase of eight medical centres. The sale of Access Community Health and Total Care Health towards the end
of the year leaves the company well placed to deliver on its strategy of acquisitive and organic growth.
Annual Report 2023 |
07
413
2020
478
2022
399
2021
494
2023
29.8
48.5
31.4
2020202220212023
34.3
Dividend
The Board was pleased to pay a 28.0 cents per share dividend on 28 April 2023 post the divestment of the
Community Health division. The Board has declared a further dividend of 3.5 cents per share (final FY23
dividend) to be paid in June 2023. This final FY23 dividend brings total dividends declared in respect of FY23 to
35.0 cents per share.
Green Cross Health future focus
In the period ahead the Board is expecting to see a return to more normal trading conditions, with patient
and customer numbers starting to increase back to pre COVID-19 levels, though workforce shortages and
inflationary pressures will continue to provide headwinds in the near term. Green Cross Health calls on
Government to significantly increase funding to help offset cost inflation, enabling the most vulnerable to access
healthcare services.
Whilst the last three years have been heavily impacted by COVID-19, the business has been working to improve
underlying performance, particularly in the Pharmacy division. Organic and acquisitive growth remains the
priority, and the strength of the Balance Sheet will support the execution of this strategy.
Thank you to our team
The result reflects the hard work of all team members at Green Cross Health over this year and the past few
years, which have been heavily impacted by COVID-19. The effort and commitment displayed by the team has
been remarkable. We thank all team members for their contribution, not only to Green Cross Health but also to
the communities for which they have provided care and advice to during the year.
Group Operating Revenue
From Continuing Operations
($m)
before interest and tax
Group Operating Profit From
Continuing Operations ($m)
The Company
08
| GREEN CROSS HEALTH
Revenue in Pharmacy decreased 2% to $360m as COVID-19 vaccination activity reduced from peak levels while
Operating Profit for the period decreased 41% to $21.1m, following a record profit in the prior year. The decline
in profit was driven by a change in revenue mix with higher margin COVID-19 vaccination activity replaced by
retail and dispensary revenue, as well as increased labour costs compared to the prior period.
Dispensary performance was strong, with total prescriptions up 10% versus prior year. The increase in customer
awareness around the breadth of vaccinations that can now be offered by pharmacies without an appointment
helped drive growth in the number of influenza vaccinations administered, which were up by 93% year-on-year.
Retail sales, up 2.3%, have shown some recovery despite the impact global supply chain disruptions have had
on stock availability. The retail strategy of providing services and ranging products that are differentiated from
competitors continued, with expansion of the Green Cross Health branded range into everyday health and
beauty essentials along with the launch of a pharmacy sleep apnoea service offering.
The exclusive Unichem and Life Pharmacy App launched in the year has now been rolled out to over 200
pharmacies across the network. The App enables customers to order repeat prescriptions, view prescription
history, book services and order over-the-counter products. In addition, customers and pharmacists can
connect and interact, enabling pharmacies to further support communities with their healthcare needs whilst
fostering customer loyalty.
Pharmacy
division
Unichem, Life Pharmacy
and PillDrop
The Green Cross Health nationwide
network of 342 pharmacies dispensed
over 34 million prescriptions during
the year, representing 40% of total
prescription volumes across New
Zealand. Against a backdrop of
workforce shortages and continued
supply chain disruption, retail sales
increased year-on-year and the Living
Rewards loyalty programme grew to
1.95m members. Investment in the
Unichem and Life Pharmacy App, along
with a focus on providing differentiated
services and products supported the
division to achieve an Operating Profit of
$ 21.1m .
342
stores
1. 9
million
loyalty members
Annual Report 2023 |
09
Investment in a new Living Rewards digital platform which successfully went live in July 2022 provided enhanced
functionality that enables pharmacies to recommend targeted offers to customers, increasing average spend per
customer. The Living Rewards customer loyalty programme has now reached 1.95 million members throughout
New Zealand, with Living Rewards customers spending 65% more than non-Living Rewards members.
Unichem and Life Pharmacy featured in KPMG’s global customer experience excellence survey, placing second
and fourth respectively within the New Zealand non-grocery retail sector, a survey which was undertaken by
6,500 New Zealand consumers across 130 brands.
Green Cross Health is pleased the Government has announced the removal of the $5 prescription co-payment
from July 2023. This comes after years of advocacy by Green Cross Health, Unichem & Life Pharmacies, the
Pharmacy Guild and other industry representatives. This change will improve access to essential medicines for
all, particularly those in the community who are most vulnerable.
Highlights
Pharmacy division Operating Revenue of $360.4m
Pharmacy division Operating Profit for the period of $21.1m
Prescription growth of 10% on prior year
Green Cross Health pharmacies dispensed over 34 million prescriptions representing 40% of
total prescription volumes across New Zealand
Living Rewards membership grew to 1.95m members
93% increase in flu vaccinations administered versus prior year
KPMG global customer experience survey placed Unichem and Life Pharmacy second and
fourth respectively within the NZ non-grocery retail sector.
2020202220212023
Pharmacy Operating
Profit ($m)
before interest and tax
25.2
35.9
24.1
21.1
Pharmacy Operating
Revenue ($m)
336.4
2020
367.1
2022
316.8
20212023
360.4
Future focus
Develop further differentiated products through exclusive supplier partnerships to
deliver growth in retail sales
Build on newly deployed loyalty platform with unique retail offers and
personalised communication
Develop and extend new services, working with funders to increase equity of
access to high-quality care for all New Zealanders
Leverage Unichem and Life Pharmacy App to support omni-channel customer
interaction
Manage costs, focusing on workforce productivity and occupancy cost control.
The Company
10
| GREEN CROSS HEALTH
61
medical centres
17%
increase in enrolled patients
to 386,000
Medical
division
The Doctors and
HouseCall
Medical continued its year-on-
year growth, with the portfolio
growing to 61 following the
purchase of eight medical
centres. The division invested
heavily in developing and
implementing IT solutions,
virtual care, and branding, while
focusing on providing COVID-19
care to communities across
New Zealand. Operating Profit
increased to $16.2m.
Medical Revenue grew 20% to $133m, with Operating Profit up 1% to $16.2m. A reduction in higher margin
COVID-19 swabbing and increased labour costs put downward pressure on profitability in the year.
The Medical division once again achieved year-on-year growth, with the portfolio’s national footprint increasing
to 61 following the purchase of eight medical centres. Enrolled patients at 31 March 2023 totalled 386,000, an
increase of 57,000 (+17%) since 31 March 2022.
Integration of previous medical centre purchases continued, with five practices rebranded to The Doctors in year.
Three practices underwent major refurbishments to support an improved patient experience along with enhancing
the operational environment and promoting efficiencies. Same centres delivered a 3% increase in revenue year-
on-year, the result of a focus on organic growth.
Acute and routine care presentations remained lower than pre COVID-19 levels, although patient visit numbers
have lifted versus the levels experienced over the core COVID-19 period. Throughout the financial year the
demand for COVID-19 testing services declined and clinical teams moved to caring for COVID-19 positive
patients in their homes through telehealth consultations. These were delivered locally by practices as well as
centrally by a newly formed COVID-19 Care virtual team to relieve workload pressure on local clinical teams.
Investment in the HouseCall online healthcare service offering resulted in growing a dedicated team and
expanding the services offered. This service offering now provides virtual consultations for casual patients,
clinician support to network practices, virtual locums to relieve workforce challenges and workforce wellness
services to New Zealand organisations to support their employees.
Investment in IT solutions that support practice efficiencies, enable new services and improved patient
experience, came from leveraging the division’s scale and building stronger business partnerships.
Annual Report 2023 |
11
Medical Operating
Revenue ($m)
Medical Operating
Profit ($m)
before interest and tax
76.5
2020
111.0
2022
82.2
2021
133.2
2023
6.6
16.0
9.3
2020202220212023
16.2
These included commencing a roll-out of a standardised practice management system across the network, an
integrated patient invoice payment solution, a national SMS text messaging solution and The Doctors App, an
own-branded patient portal.
The Medical strategy is to build on employer and medical centre brand equity to grow organically and through
acquisitions. Innovation to support the division’s workforce to maintain high performing clinical teams is key to
success. Increased scale creates opportunities to strengthen relationships with funders and to work more closely
with Te Whatu Ora, Te Aka Whai Ora and locally with partners to improve how care is delivered more equitably to
communities across New Zealand.
Future focus
Network and patient growth through targeted purchases, partnerships and organic growth
Build the strength and awareness of The Doctors brand
Embed new technology to increase efficiency and support the delivery of high-quality patient
care
Work closely with health funders including Te Whatu Ora, Te Aka Whai Ora and local partners.
Highlights
Medical division Operating Revenue up 20% to $133.2m
Medical division Operating Profit for the period of $16.2m
Enrolled patients up 17% to 386,000, New Zealand’s largest general practice enrolled patient base
Ownership of 61 medical centres following acquisition of eight medical practices
Investment in virtual care services and IT technology for practices and patients
Five practices rebranded to The Doctors, with three major refurbishments.
The Company
12
| GREEN CROSS HEALTH
Financials
Directors' declaration 13
Independent auditor's report 14
Group financial statements
Consolidated statement of comprehensive income 18
Consolidated statement of changes in equity 19
Consolidated statement of financial position 20
Consolidated statement of cash flows 21
Notes to the consolidated financial statements 22
Annual Report 2023 |
13
The Company
Financials
For the year ended 31 March 2023
In the opinion of the Directors of Green Cross Health Limited, the financial
statements and notes, on pages 18 to 46:
• Comply with New Zealand generally accepted accounting practice and give
a true and fair view of the financial position of the Green Cross Health Limited
Group as at 31 March 2023 and the results of its operations and cash flows for
the year ended on that date.
• Have been prepared using appropriate accounting policies, which have been
consistently applied and supported by reasonable judgements and estimates.
The Directors believe that proper accounting records have been kept which enable,
with reasonable accuracy, the determination of the financial position of the Group
and facilitate compliance of the financial statements with the Financial Reporting
Act 2013.
The Directors consider that they have taken adequate steps to safeguard the
assets of the Group, and to prevent and detect fraud and other irregularities.
Internal control procedures are also considered to be sufficient to provide a
reasonable assurance as to the integrity and reliability of the financial statements.
The Directors are pleased to present the financial statements of Green Cross
Health Limited for the year ended 31 March 2023.
For and on behalf of the Board of Directors:
Kim Ellis
Chair
29 May 2023
Carolyn Steele
Director
29 May 2023
Directors’ declaration
14
| GREEN CROSS HEALTH
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the consolidated financial statements of Green Cross Health Limited (the ’Company’)
and its subsidiaries (the ‘Group’) on pages 18 to 46 present fairly, in all material respects:
i. The Group’s financial position as at 31 March 2023 and its financial performance and cash flows for
the year ended on that date.
ii. In accordance with New Zealand Equivalents to International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated financial statements which comprise:
• The consolidated statement of financial position as at 31 March 2023;
• The consolidated statements of comprehensive income, changes in equity and cash flows for the
year then ended; and
• Notes, including a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(‘ISAs (NZ)’). We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (‘IESBA Code’), and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
Our firm has also provided other services to the Group in relation to tax compliance and support
services and cyber security testing. Subject to certain restrictions, partners and employees of our firm
may also deal with the Group on normal terms within the ordinary course of trading activities of the
business of the Group. These matters have not impaired our independence as auditor of the Group. The
firm has no other relationship with, or interest in, the Group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to
determine the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the consolidated financial statements as a whole. The
materiality for the consolidated financial statements as a whole was set at $1.3 million determined with
reference to a benchmark of Group Profit Before Tax. We chose the benchmark because, in our view,
this is a key measure of the Group’s performance.
Independent
auditor’s report
To the shareholders of Green Cross Health Limited
Annual Report 2023 |
15
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements in the
current period. We summarise below those matters and our key audit procedures
to address those matters in order that the shareholders as a body may better
understand the process by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose of our statutory
audit opinion on the consolidated financial statements as a whole and we do
not express discrete opinions on separate elements of the consolidated financial
statements.
The key audit matter: Impairment of goodwill ($152.5 million)
Refer to note 14 of the consolidated financial statements.
The Group has grown significantly through acquisitions in its Pharmacy and
Medical business units which has resulted in the recognition of goodwill in the
amount of $85.7 million, and $66.8 million, respectively.
The goodwill relating to Community Health division of $19 million has been written
off as a part of the sale of the business.
In the event the business units underperform compared to their business cases,
there is a risk that the goodwill arising on acquisition may no longer be supported.
As disclosed in note 14, the Group performs an annual impairment test of goodwill
and uses a discounted cash flow model to determine the recoverable amount of
its business units to which goodwill has been allocated.
In performing this assessment, assumptions are made in respect of future
economic and market conditions, including the impact of COVID-19. Cashflow
forecasts include consideration of the Group’s strategic business plan for each
business unit and their impact on forecast sales and operating costs. Additionally,
management determined terminal growth rates and discount rates which reflect an
assessment of the time value of money and the risks specific to each business unit.
The annual impairment test performed by the Group was significant to our audit
due to the magnitude of the goodwill balance and because the assessment
process involved judgement about the future performance of the business units.
How the matter was addressed in our audit
Our audit procedures included:
• Ensuring the allocation of goodwill to the Group’s business units is appropriate;
• Evaluating the methodology, mathematical accuracy and assumptions applied
in the discounted cash flow models. We used our own valuation specialists to
assist us with the consideration of terminal growth and discount rates;
• Challenging management’s cash flow assumptions over projected cash
flows taking into consideration COVID‐19, and the expected impact of the
Group’s business plans for each business unit by reference to their historical
performance and the internal and external factors that influence their
operations;
• Performing sensitivity analysis around the key assumptions used in the models;
and
• Reviewing the appropriateness of related disclosures in the consolidated
financial statements.
We did not identify any factors that were materially inconsistent with management’s
overall conclusions.
Financials
16
| GREEN CROSS HEALTH
Independent auditor's report
(continued)
Emphasis of matter
We draw attention to Note 25 to the consolidated financial statements which describes
the prior period restatement to adjust the provision for employee entitlements following
a review to ensure compliance with legislative requirements. Our opinion is not modified
in respect of this matter.
Other information
The Directors, on behalf of the Group, are responsible for the other information included
in the Group’s Annual Report. Other information includes the Directors' Declaration and
the other information included in the Annual Report. Our opinion on the consolidated
financial statements does not cover any other information and we do not express any
form of assurance conclusion thereon.
The Annual Report is expected to be made available to us after the date of this
Independent Auditor’s Report. Our responsibility is to read the Annual Report when it
becomes available and consider whether the other information it contains is materially
inconsistent with the consolidated financial statements, or our knowledge obtained in
the audit, or otherwise appear misstated. If so, we are required to report such matters
to the Directors.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our
audit work has been undertaken so that we might state to the shareholders those
matters we are required to state to them in the Independent Auditor’s Report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the shareholders as a body for our audit work, this
independent auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the consolidated financial statements
The Directors, on behalf of the company, are responsible for:
• The preparation and fair presentation of the consolidated financial statements in
accordance with generally accepted accounting practice in New Zealand (being
New Zealand Equivalents to International Financial Reporting Standards) and
International Financial Reporting Standards issued by the New Zealand Accounting
Standards Board;
• Implementing necessary internal control to enable the preparation of a
consolidated set of financial statements that is free from material misstatement,
whether due to fraud or error; and
• Assessing the ability to continue as a going concern. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless they either intend to liquidate or to cease operations or have no
realistic alternative but to do so.
Annual Report 2023 |
17
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
• To obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error; and
• To issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs NZ will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of these consolidated
financial statements is located at the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards‐for‐assurance‐practitioners/auditors‐
responsibilities/audit‐report‐1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report
is Jodi Newth.
For and on behalf of
KPMG
Auckland
29 May 2023
Financials
18
| GREEN CROSS HEALTH
Notes2023
$’000
2022*
(Restated)
$’000
Continuing operations
Operating revenue5493,614478,086
Operating expenditure7.2(438,398)(407,616)
Depreciation and amortisation expense12,14(6,820)(7,070)
Depreciation - leases13(15,266) (15,907)
Impairment12,14(129) (841)
Share of equity accounted net earnings161,3151,893
Operating profit before interest and tax34,316 48,545
Interest income58478
Interest expense(1,453)(878)
Interest expense - leases(6,348)(5,305)
Net interest expense(7,217)(6,105)
Profit before tax27,09942,440
Income tax expense8(6,804)(13,021)
Profit from continuing operations20,29529,419
Discontinued operation
Profit and gain from discontinued operation, net of tax430,2543,675
Profit for the year50,54933,094
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year50,54933,094
Attributable to:
Shareholders of the Parent 45,23423,902
Non-controlling interest5,3159,192
50,549 33,094
Earnings per share
Basic earnings per share (cents)931.5716.70
Diluted earnings per share (cents)931.4616.64
Earnings per share - continuing operations
Basic earnings per share (cents)910.4514.13
Diluted earnings per share (cents)910.4214.08
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 46 form part of the
Financial Statements.
* Comparative information includes re-presentations for consistency with the current periods and restatements, refer Note 25.
Consolidated statement
of comprehensive income
For the year ended 31 March 2023
Annual Report 2023 |
19
NotesShare
capital
$’000
Share
Based
Payment
Reserve
$'000
Retained
earnings
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance as at 1 April 2021 (As reported)90,610-50,5858,452149,647
Restatement of Employee Entitlements25--(2,131)-(2,131)
Balance as at 1 April 2021 (Restated)90,610-48,4548,452147,516
Profit or loss for the year--23,9029,19233,094
Total comprehensive income for the year--23,902 9,19233,094
Distributions to non-controlling interests---(3,013)(3,013)
Impacts of other transactions with non-controlling
interest--(1,971)(146) (2,117)
Dividends to shareholders10--(4,314)-(4,314)
Balance as at 31 March 202290,610 -66,07114,485 171,166
Balance as at 1 April 202290,610 -66,071 14,485171,166
Profit or loss for the year--45,2345,31550,549
Total comprehensive income for the year--45,2345,31550,549
Distributions to non-controlling interests---(8,859)(8,859)
Impacts of other transactions with non-
controlling interest--(1,167)(344) (1,511)
Dividends to shareholders10--(10,073)-(10,073)
Performance share rights charged to SOCI-733--733
Performance share rights vested150(150)---
Balance as at 31 March 202390,760583100,06510,597202,005
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 46 form part of the
Financial Statements.
Consolidated statement
of changes in equity
For the year ended 31 March 2023
Financials
20
| GREEN CROSS HEALTH
ASSETS
Notes2023
$’000
2022*
(Restated)
$’000
Current assets
Cash and cash equivalents58,21545,154
Trade and other receivables1126,49647,309
Inventories31,96132,165
Total current assets116,672124,628
Non-current assets
Other receivables112,4212,127
Property, plant and equipment1219,24819,729
Right-of-use assets1388,79884,045
Intangible assets14155,030159,806
Deferred tax asset1511,69114,732
Investments accounted for using the equity method167,1474,720
Total non-current assets284,335285,159
Total assets401,007409,787
LIABILITIES
Current liabilities
Trade payables and accruals1774,656116,920
Income taxes payable171,531 4,260
Borrowings181,903 1,908
Lease liabilities1313,02514,291
Total current liabilities91,115137,379
Non-current liabilities
Borrowings1821,63422,126
Lease liabilities1386,25379,116
Total non-current liabilities107,887101,242
Total liabilities199,002238,621
Net assets202,005171,166
EQUITY
Share capital90,76090,610
Share based payment reserve583-
Retained earnings100,06566,071
Total equity attributable to shareholders of the parent191,408156,681
Non-controlling interest10,59714,485
Total equity202,005171,166
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 46 form part of the
Financial Statements.
* Comparative information has been restated, refer Note 25.
Consolidated statement
of financial position
As at 31 March 2023
Annual Report 2023 |
21
Notes2023
$’000
2022
$’000
Cash flows from operating activities
Dividends received161,2601,983
Receipts from customers692,836661,950
Interest received584 78
Payments to suppliers and employees(639,647)(588,090)
Income taxes paid(9,124)(10,086)
Net cash inflow from operating activities1945,90965,835
Cash flows from investing activities
Purchases of property, plant, equipment and software intangibles(5,714)(4,090)
Acquisition of interests in equity accounted investments16(2,880)(725)
Acquisition of interests in subsidiaries and non-controlling interests(15,725)(17,947)
Investments and loans-(2,122)
Disposal of discontinued operation, net of cash disposed of429,747-
Net cash inflow/(outflow) from investing activities5,428(24,884)
Cash flows from financing activities
Proceeds from borrowings2,3765,314
Repayments of borrowings(2,873)(5,967)
Payment of lease liabilities(14,734)(16,108)
Interest expense(1,453)(701)
Interest expense - leases(6,348)(5,480)
Distributions to non-controlling interest(6,996)(2,035)
Dividend paid10(10,073)(4,314)
Net cash outflow from financing activities(40,101)(29,291)
Net increase in cash and cash equivalents11,23611,660
Cash and cash equivalents at the beginning of the financial year45,15437,302
Cash acquired: business combinations61,825(3,808)
Cash and cash equivalents at end of year58,21545,154
Reconciliation of closing cash and cash equivalents to the consolidated statement of
financial position
Cash and cash equivalents58,21545,154
Closing cash and cash equivalents58,21545,154
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 46 form part of the
Financial Statements.
Consolidated statement
of cash flows
For the year ended 31 March 2023
Financials
22
| GREEN CROSS HEALTH
1. Reporting entity
Green Cross Health Limited (the “Parent” or
the “Company”) is a New Zealand company
registered under the Companies Act 1993 and is
an FMC entity for the purposes of the Financial
Reporting Act 2013 and the Financial Markets
Conduct Act 2013. The Financial Statements
have been prepared in accordance with these
Acts. The Company is listed on the NZX Main
Board (“NZX”).
The consolidated financial statements of Green
Cross Health Limited comprise the Parent, its
subsidiaries, and its interest in associates and joint
ventures (together referred to as the “Group”).
2. Basis of preparation of
financial statements
(a) Statement of compliance
The financial statements have been prepared
in accordance with New Zealand Generally
Accepted Accounting Practice (“NZ GAAP”).
They comply with New Zealand equivalents
to International Financial Reporting Standards
(“NZ IFRS”), and other applicable Financial
Reporting Standards, and authoritative notices
as appropriate for a Tier one for profit entity.
They also comply with International Financial
Reporting Standards.
The financial statements were approved by the
Board of Directors on 29 May 2023.
(b) Basis of measurement
The financial statements of the Group are
prepared under the historical cost basis unless
otherwise noted within the specific accounting
policies below.
(c) Changes in accounting policy
The Group has consistently applied the following
accounting policies to all periods presented in
these consolidated financial statements, except
as mentioned below.
(d) Comparatives
Comparative information has been represented
in respect of the disposal of the Community
Health division (refer Note 4) and restated
for the prior period in relation to Employee
Entitlements (refer Note 25).
(e) Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the functional
currency of the entities of the Group. All financial
information presented in New Zealand dollars
has been rounded to the nearest thousand.
(f) Significant estimates and judgements
The preparation of financial statements
in conformity with NZ IFRS requires the
Directors to make judgements, estimates
and assumptions that affect the application
of policies and reported amounts of assets,
liabilities, income and expenses. The estimates
and associated assumptions are based on
historical experience and various other factors
that are believed to be reasonable under the
circumstances, the results of which form the
basis for making judgements about carrying
values of some assets and liabilities. Actual
results may differ from these estimates.
In authorising the financial statements for the
year ended 31 March 2023, the Directors have
ensured that the specific accounting policies
necessary for the proper understanding of
the financial statements have been disclosed,
and that all accounting policies adopted are
appropriate for the Group’s circumstances and
have been consistently applied throughout the
year for all Group entities for the purposes of
preparing the consolidated financial statements.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in
the period in which the estimate is revised if
the revision affects only that period, or in the
period of revision and future periods if the
revision affects both current and future periods.
Information about the significant areas of
judgement exercised or estimation in applying
Notes to the consolidated
financial statements
For the year ended 31 March 2023
Annual Report 2023 |
23
accounting policies that have had a significant
impact on the amounts recognised in the
financial statements are described as follows:
(i) Classification of investments
Classifying investments as either subsidiaries,
associates or joint ventures requires the
Directors to assess the degree of influence
which the Group holds over the invested. In
arriving at a conclusion the Directors take into
account the constitutional structure of the
invested, governance arrangements, current
and future representation on the Board of
Directors, and all other arrangements which
might allow influence over the operating and
financial policies of the invested.
(ii) Impairment of goodwill and indefinite life
intangible assets
The carrying values of goodwill and intangible
assets with an indefinite useful life, are
assessed at least annually to ensure that they
are not impaired. This assessment requires
the Directors to estimate future cash flows
to be generated by cash generating units to
which goodwill and intangible assets with
indefinite useful lives have been allocated.
Estimating future cash flows entails making
judgements including the expected rate of
growth of revenues and expenses, margins
and market shares to be achieved, and the
appropriate rate to apply when discounting
future cash flows. Note 14 of these financial
statements provides more information on the
assumptions the Directors have made in this
area and the carrying values of goodwill and
indefinite life intangible assets. As the outcomes
in the next financial period may be different to
the assumptions made, it is impracticable to
predict the impact that could result in a material
adjustment to the carrying amount.
(iii) Accounting for leases under NZ IFRS 16
In determining the right-of-use assets and lease
liabilities a number of estimates and judgements
have been made by management. These
include determining the applicable incremental
borrowing rates and assessment of the lease
terms, including any rights of renewal and
whether it is reasonably certain they will be
exercised. See Note 13.
(g) Subsidiaries
Subsidiaries are entities that are controlled by
the Group. Control exists when the Group is
exposed to, or has rights to, variable returns
from its involvement in the investee and has the
ability to affect those returns through its power
over the investee. Power arises when the Group
has existing rights to direct the relevant activities
of the investee, i.e. those that significantly affect
the investee’s returns. Control is assessed on a
continuous basis.
The Group consolidates the results of its
subsidiaries from the date that control
commences until the date on which control
ceases. At such point as control ceases, it
derecognises the assets, liabilities and any
related non-controlling interests and other
components of equity. Any interest retained in
the former subsidiary is measured at fair value
when control is lost.
The Group discontinues the use of the equity
method from the date when the investment
ceases to be an associate or a joint venture. At
the date the equity method is discontinued, the
difference between the carrying amount of the
associate or a joint venture and the fair value
of any retained interest and any proceeds from
disposing of a part interest in the associate or a
joint venture is included in the determination of
the gain or loss on disposal of the associate or
joint venture.
The Group’s ownership interests in subsidiaries
ranges from 25% to 100% (2022: 25% to
100%). The Group consolidates 36 out of 45
entities where it holds less than half of the
voting rights. This is on the basis that the
Group’s contractual arrangements with these
entities result in them meeting the definition of
being subsidiaries as set out above.
Financials
24
| GREEN CROSS HEALTH
2. Basis of preparation
of financial statements
(continued)
(h) Non-controlling interests
Non-controlling interests are present ownership
interests and are initially measured at either
fair value or the non-controlling interests’
proportionate share of the acquiree’s identifiable
net assets. The choice of measurement basis
is determined on a transaction-by-transaction
basis. Under the proportionate interest method,
goodwill is not attributed to the non-controlling
interest and the Group recognises only its share
of goodwill whereas under fair value, the non-
controlling interest includes its proportionate
share of goodwill.
Changes in the Group’s interest in a subsidiary
that do not result in a change in the control
conclusion are accounted for as transactions
with equity-holders in their capacity as equity
holders.
While the group has 48 (2022: 50) subsidiaries
with non-controlling interests, there are no
subsidiaries with individually material
non-controlling interest.
(i) Transactions eliminated on consolidation
Intra-group balances, and any unrealised
income and expenses arising from intra-group
transactions, are eliminated in preparing the
consolidated financial statements. Unrealised
gains arising from transactions with equity
accounted investees are eliminated against
the investment to the extent of the Group’s
interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of
impairment.
(j) Goods and services tax (GST)
The statement of comprehensive income has
been stated so that all components are exclusive
of GST. All items in the statement of financial
position are stated net of GST with the exception
of receivables and payables, which include GST
invoiced.
(k) Statement of cash flows
The statement of cash flows has been prepared
using the direct method subject to the netting of
certain cash flows.
Cash flows in respect of investments and
borrowings that have been rolled-over under
arranged banking facilities have been netted in
order to provide meaningful disclosures.
Cash and cash equivalents comprise cash
balances and call deposits. Bank overdrafts
that are repayable on demand and form an
integral part of the Group’s cash management
are included as a component of cash and cash
equivalents for the purpose of the statement of
cash flows.
Operating activities include all cash received from
all revenue sources and all cash disbursed for all
expenditure sources including taxation refunds
or payments and other transactions that are not
classified as investing or financing activities.
Investing activities reflect the acquisition and
disposal of property, plant and equipment and
intangibles, loans to associates, and investments
in associates, subsidiaries and joint ventures.
Financing activities reflect changes in borrowings
and equity.
(l) Inventory
Inventories are measured at the lower of cost
and net realisable value. The cost of inventories
is based on a weighted average principle, and
includes expenditure incurred in acquiring the
inventories, production or conversion costs and
other costs incurred in bringing them to their
existing location and condition.
(m) Government grants
Grants that compensate the Group for expenses
incurred are recognised in profit and loss as other
income on a systematic basis in the periods in
which the expenses are recognised.
3. New standards and
interpretations issued and
not yet effective
A number of new standards, amendments to
standards and interpretations are not yet effective
for the year ended 31 March 2023. These have
been assessed for applicability to the Group
and the Directors have concluded that they will
not have a significant impact on future financial
statements, except for amendment to NZ IAS
1 Classification of Liabilities which was early
adopted by the Group in the financial year
ended 31 March 2020.
Annual Report 2023 |
25
2023
$’000
2022
$’000
Discontinued operations
Revenue197,443192,242
Expenses(185,096)(187,296)
Results from operating activities12,347 4,946
Income tax expense(3,898)(1,271)
Result from operating activities, net of tax8,4493,675
Gain on sale of discontinued operation21,805-
Profit from discontinued operation, net of tax30,2543,675
Cash flow
Net cash inflow from operating activities8,7655,405
Net cash inflow from investing activities(153)(188)
Net cash inflow from financing activities(15,490)(1,582)
Net cash increase/(decrease) in cash generated by the discontinued operations(6,878)3,635
Consideration received, satisfied in cash31,971
Cash and cash equivalents disposed of(2,224)
Net cash flows29,747
Effect of disposal on the financial position of the Group
Cash and cash equivalents(2,224)
Trade and other receivables(19,034)
Inventories(139)
Property, plant and equipment(423)
Right-of-use assets(3,679)
Intangible assets(19,210)
Deferred tax asset(6,595)
Total assets(51,304)
Trade payables and accruals37,537
Lease liabilities3,809
Income taxes payable2,119
Total liabilities43,465
Net assets and liabilities(7,839)
4. Discontinued operations
The Community Health division was sold on 28 February 2023 with effect from 1 March 2023 and is
reported in the current period as a discontinued operation. Financial information relating to the discontinued
operation for the period to the date of disposal is set out below.
The completion process associated with the sale of the Community Health division is ongoing at the date of
this report. Any adjustment to the sale price at the completion of this process will be reflected in the 2024
results.
Financial performance and cash flow information
The financial performance and cash flow information presented are for the eleven months ended 28
February 2023 (2023 column) and the year ended 31 March 2022.
Financials
26
| GREEN CROSS HEALTH
5. Segment reporting
Segment information provided in this note reflects the Group's performance from continuing operations only.
The Community Health business is considered a discontinued operation and has been excluded from the
disclosure in this note. Please see Note 4 Discontinued operations for further information.
The Group has two reportable segments: pharmacy services and medical services. The pharmacy services
segment provides retail and dispensary services, the medical services segment provides GP, nursing and
urgent care services.
The Group’s main operations are in the pharmacy industry providing pharmacy services through consolidated
stores, equity accounted investments and franchise stores. The medical services segment includes fully
owned and equity accounted medical centres, and support services provided to these medical centres, as
well as medical centres outside the Group.
The Board monitors the various revenue streams within each reportable segment separately however, they do
not meet the criteria for separate disclosure due to the following:
• Aggregation of the operating segments within each reportable segment is consistent with the core
principle of NZ IFRS 8, i.e. aggregating will not distort the interpretation of the financial statements for the
users;
• The operating segments within each reportable segment share the same economic characteristics; and
• The nature of the products and services, and the nature of the regulatory environment are the same for the
operating segments.
Operating segments
Information about reportable segments from continuing operations
March 2023NotesPharmacy
Services
$’000
Medical
Services
$’000
Corporate
$’000
Total
$’000
External revenues7.1360,030132,541- 492,571
Other income*356687-1,043
Total revenue360,386133,228- 493,614
Cost of products sold(212,120)(328) - (212,448)
Employee benefit expense(78,435)(95,687)-(174,122)
Lease expenses(2,813)(185)- (2,998)
Other expenses(30,361)(15,477)(2,992)(48,830)
Depreciation and amortisation(5,204)(1,616)- (6,820)
Depreciation - leases(10,302)(4,964)- (15,266)
Impairment(179)50- (129)
Share of equity accounted net earnings1431,172- 1,315
Segment profit21,11516,193(2,992)34,316
Interest income584
Interest expense(1,453)
Interest expense - leases(6,348)
Profit before tax27,099
Tax expense(6,804)
Profit after tax
20,295
Profit/(loss) from discontinued operation, net of tax30,254
Non-controlling interest(5,315)
Net profit attributable to the shareholders of the Parent
45,234
Reportable segment assets302,011110,074(11,078)401,007
Reportable segment liabilities121,73188,349(11,078)**199,002
* Other income includes
• Government wage subsidies and resurgence support payments received of $0.4m within Pharmacy Services.
• Gain on step acquisition, $0.7m within Medical Services.
** Intersegmental elimination.
Annual Report 2023 |
27
March 2022NotesPharmacy
Services
$’000
Medical
Services
$’000
Corporate
$’000
Total
$’000
External revenues7.1364,478110,551- 475,029
Other income*2,636421-3,057
Total revenue367,114110,972- 478,086
Cost of products sold(209,995)(169)- (210,164)
Employee benefit expense(72,641)(77,156)-(149,797)
Lease expenses(77)(313)- (390)
Other expenses**(30,422)(13,562)(3,281)(47,265)
Depreciation and amortisation(5,599)(1,471)- (7,070)
Depreciation - leases(11,858)(4,049)- (15,907)
Impairment(841)-- (841)
Share of equity accounted net earnings174 1,719 - 1,893
Segment profit35,85515,971(3,281)48,545
Interest income78
Interest expense(878)
Interest expense - leases(5,305)
Profit before tax42,440
Tax expense(13,021)
Profit after tax29,419
Profit(loss) from discontinued operation, net of tax3,675
Non-controlling interest(9,192)
Net profit attributable to the shareholders of the Parent 23,902
Reportable segment assets280,40590,066(11,078)359,393
Reportable segment liabilities133,73374,164(11,078)***196,819
* Other income includes:
• Government wage subsidies and resurgence support payments received of $1.9m within Pharmacy Services.
• Gain on step acquisitions, $0.7m within Pharmacy Services and $0.4 within Medical Services.
** Other expenses within Corporate includes one-off transaction costs of $1.4m associated with the process to acquire Tamaki Health.
Green Cross Health along with its consortium partner formally withdrew from the process in November 2021.
*** Intersegmental elimination.
Financials
28
| GREEN CROSS HEALTH
6. Business combinations
Business combinations acquired during the year include: Fairfield Medical Limited, Waihi Medical Centre Limited,
Marshlands Family Health Centre Limited, Medplus Lake Road Limited and The Doctors Massey Medical Limited.
None of these acquisitions are individually material to the Group's result.
Carrying value
$’000
Fair value
$’000
Identifiable assets acquired and liabilities assumed
Total assets3,4023,402
Total liabilities(1,635)(1,635)
Identifiable net assets1,7671,767
Consideration transferred
Satisfied by:
Cash consideration 13,914
Deferred consideration 867
Effect of step acquisitions1,183
Total consideration15,964
Less cash acquired (included in assets above) (1,825)
Net consideration 14,139
Goodwill
Goodwill recognised as a result of the acquisitions is as follows:
Total consideration15,964
Identifiable net assets(1,767)
Goodwill14,197
The amount of revenue included in the consolidated statement of comprehensive income is $6.6 million with a net
profit after tax of $0.9 million in respect of the entities acquired during the year.
If the acquisitions had occurred on 1 April 2022, management estimates that consolidated operating revenue would
have been $501.9m, and consolidated profit after tax for the year would have been $21.9m for continuing operations.
Annual Report 2023 |
29
7. Operating performance
7.1 Revenue
Revenue from contracts with customers
2023
$’000
2022*
$’000
Pharmacy retail and dispensary309,014305,739
Other pharmacy services51,01658,739
Medical services132,541110,551
492,571475,029
Disaggregation of contract revenueReportable segments
Pharmacy
Services
$’000
Medical
Services
$’000
Total
$’000
Year ended 31 March 2023
Timing of revenue recognition
Transferred at a point in time344,33859,774404,112
Transferred over time15,69272,76788,459
360,030132,541492,571
Year ended 31 March 2022*
Timing of revenue recognition
Transferred at a point in time349,27544,438 393,713
Transferred over time15,20366,113 81,316
364,478 110,551475,029
Pharmacy retail and dispensing services
Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For
all these services control is considered to pass to the customer at the point when the customer can use or otherwise
benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by
credit card, debit card or in cash.
The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,
the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under
the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.
Other pharmacy services
These mainly include franchise fees, supplier income and other service revenue. Control for franchise services pass
over time as the services are delivered over the term of the franchise agreement. Payment terms for franchise fees is
generally 20 to 30 days. Supplier income is earned, as promotional services are rendered over a specified time period
by the Group. Payment terms are generally 20 to 30 days.
Medical services
Medical services include capitation and health services and patient fees. Control for capitation and health services
passes over time as the healthcare services are delivered to the patient over a certain time period. Payments terms
are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service
has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.
Financials
* Comparative information includes re-presentations for consistency with the current period.
30
| GREEN CROSS HEALTH
7. Operating performance (continued)
Contract assets and contract liabilities
Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.
When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities
reflect payments received for services that have not yet been provided and the payments will be recognised as
revenue over time.
Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised
over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria
under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.
Contract balances
The following table provides information, about receivables, contract assets and contract liabilities from contracts with
customers:
Significant changes in the contract assets and the contract liabilities during the period are as follows:
As at 31 March 2023, the amount of revenue deferred and recognised as a contract liability for the loyalty programme
is $7.7m (2022: $7.5m). This will be recognised as revenue as the loyalty points are redeemed or expire, which is
expected to occur over the next fifteen months.
31 Mar 2023
$’000
31 Mar 2022
$’000
Trade receivables which are included in trade and other receivables13,69231,066
Contract assets11,45716,124
Contract liabilities(8,003)(10,786)
20232022
Contract
assets
Contract
liabilities
Contract
assets
Contract
liabilities
Revenue recognised that was included in the contract liability balance
at the beginning of the period-10,786-7,994
Transfer from contract assets recognised at the beginning of the
period to receivables16,124-13,834-
Annual Report 2023 |
31
7.2 Operating expenditure2023
$’000
2022*
$’000
Cost of products sold 212,448210,164
Employee benefit expense 174,122149,797
Lease expenses2,998390
Other expenses47,55145,476
Audit fees312250
Other services provided by auditors174226
Directors’ fees in respect of the Parent company 437450
Directors’ fees in respect of the subsidiary companies278224
Bad debts written off and movement in doubtful debt provision78639
438,398407,616
Auditor’s remuneration to KPMG comprises:
Annual audit of financial statements293250
Annual audit of financial statements – prior year19-
312250
Other services provided by auditors:
Taxation services171224
Other services32
174226
Taxation services relate to compliance and related services, and tax support.
Other services relates to cyber security testing.
8. Income tax expense
Notes2023
$’000
2022*
$’000
Current tax expense(3,763)(15,735)
Deferred tax benefit/(expense)15(3,041)2,714
Total current tax(6,804)(13,021)
Imputation credit account:
Available for use in subsequent periods $34.2m (2022: $24.9m).
Numerical reconciliation between tax expense and pre-tax accounting profit
Profit before tax27,09942,440
Income tax expense at 28%(7,588)(11,883)
(Add)/Deduct the tax effect of adjustments:
Other784(1,138)
(6,804)(13,021)
* Comparative information includes re-presentations for consistency with the current period.
Financials
32
| GREEN CROSS HEALTH
8. Income tax expense (continued)
Taxation accounting policy
Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to
an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive
income or equity.
Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for
any under or over accrual in respect of prior periods.
Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying
amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred
tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related benefit will be realised.
9. Earnings per share
The earnings per share and dividend per share is calculated using the Group’s result divided by the weighted average
number of shares for the listed entity, Green Cross Health Limited.
2023
cents per
share
2022
(Restated)
cents per
share
Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year of 143,284,396 (2022: 143,152,759).31.5716.70
Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year after adjustment for the effects of all dilutive ordinary shares
of 143,801,893 (2022: 143,649,768).
31.4616.64
Net tangible assets/(liabilities) per share
The calculation of net tangible assets/(liabilities) per share is based on net assets/
(liabilities) less deferred tax and intangible assets (refer Note 14 and Note 15) and
the closing number of ordinary shares at the end of the year.
24.63(2.36)
Net assets per share
The calculation of net assets per share is based on net assets and the closing
number of ordinary shares at the end of the year.
140.98119.57
Annual Report 2023 |
33
2023
$'000
2022
$'000
Earnings per share - continuing operations
Profit from continuing operations20,29529,419
Profit from continuing operations attributable to minority interests
(5,315)(9,192)
Profit from continuing operations attributable to the ordinary equity holders of the
Company used in calculating basic earnings per share
14,98020,227
2023
cents per
share
2022
cents per
share
Basic earnings per share10.45 14.13
Diluted earnings per share10.42 14.08
10. Dividends
2023
cents per
share
2022
cents per
share
Dividends per share7.00 3.00
In December 2022, Green Cross Health Limited paid an interim dividend of 3.5 cents per qualifying ordinary share to
shareholders, which was fully imputed to 28%. (2021: 3.0 cents).
In June 2022, Green Cross Health Limited paid a final dividend of 3.5 cents per qualifying ordinary share to
shareholders, which was fully imputed to 28%. (2021: nil).
11. Trade and other receivables
2023
$’000
2022
$’000
Trade receivables13,69231,066
Provision for doubtful debts(1,989)(2,138)
Contract assets11,45716,124
Accrued income1,309495
Other receivables and prepayments2,0271,762
26,49647,309
Other receivable - non-current asset2,4212,127
Financials
34
| GREEN CROSS HEALTH
12. Property, plant and equipment
2023
$’000
2022
$’000
Opening cost86,02482,516
Acquisitions through business combinations1,9093,456
Additions6,0494,135
Disposals(3,727)(498)
Assets written off(91)(3,585)
Closing cost90,16486,024
Opening accumulated depreciation66,48563,540
Acquisitions through business combinations1,454-
Depreciation for the period6,5686,319
Disposals(3,294)(494)
Assets written off(36)(2,880)
Closing accumulated depreciation71,17766,485
Closing book value18,98719,539
Work in progress261190
Total property, plant and equipment19,24819,729
Property, plant and equipment accounting policy
Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost
less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not
depreciated until the asset is ready for its intended use.
Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost of
the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease if
shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.
Current estimated useful lives of property, plant and equipment are between two and twelve years.
Subsequent expenditure capitalised only if it is probable that future economic benefit associated with the expenditure
will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the asset
is disposed of.
13. Leases
As a lessee
The Group’s leased assets include property leases for pharmacies, medical centres and offices. The lease terms of
these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for additional
rent payments that are based on changes in CPI or market rental rates. The Group also leases motor vehicles and
equipment, which typically run for a period of 3 to 5 years.
As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases – i.e. these
leases are on-balance sheet.
Annual Report 2023 |
35
The carrying amounts of right-of-use assets and lease liabilities are as below:
Right-of-use assetsProperty
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
2023
Balance as at 1 April 202280,2992,6061,14084,045
Balance as at 31 March 202387,61734883388,798
Depreciation14,38113075515,266
2022
Balance as at 1 April 202175,28362644676,355
Balance as at 31 March 202280,2992,6061,140 84,045
Depreciation16,01891050517,433
Additions to property of $15.3m (2022: $21.4m) and remeasurements of $8.0m (2022: $0.4m) have been made to
right-of-use assets during the current year.
Low value leases of $3.6m (2022: $0.6m) have been recognised (under lease exemption).
Lease liabilitiesProperty
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
2023
Balance at 1 April 202289,6102,6211,17693,407
- Current liability13,06057066114,291
- Non-current liability76,5502,05151579,116
Balance as at 31 March 202397,98337691999,278
- Current liability12,31212159213,025
- Non-current liability85,67125532786,253
2022
Balance at 1 April 202183,51368648784,686
- Current liability12,39768648713,570
- Non-current liability71,116--71,116
Balance as at 31 March 202289,6102,6211,17693,407
- Current liability13,06057066114,291
- Non-current liability76,5502,05151579,116
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the
discount rate.
Financials
36
| GREEN CROSS HEALTH
13. Leases (continued)
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease
payment made. It is re-measured when there is:
• A change in future lease payments arising from a change in an index or rate; or
• A change in the estimate of the amount expected to be payable under a residual value guarantee; or
• Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised; or
• Any other change in the future lease payments or the lease term due to a lease modification that’s not
accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that
include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impact
the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.
Maturity analysis of contractual undiscounted cash flows2023
$’000
2022
$’000
Less than one year17,97218,633
Two to five years53,80350,117
More than five years70,13054,716
141,905123,466
As a lessor
The Group sub-leases some of its properties. The right-of-use assets recognised from the head leases are measured
at cost. The sub-lease contracts are classified as operating leases under NZ IFRS 16.
Annual Report 2023 |
37
14. Intangible assets
Notes2023
$’000
2022
$’000
Software and other intangible assets
Opening costs15,60817,475
Acquisitions through business combinations1136
Additions243137
Disposals(2,826)(1,162)
Assets written-off/impairment (1,070)(878)
Closing cost11,96615,608
Opening accumulated amortisation12,63612,666
Acquisitions through business combinations9-
Amortisation for the period5191,279
Disposals(2,669)(567)
Assets written-off/impairment(1,043)(742)
Closing accumulated amortisation9,45212,636
Closing book value2,5142,972
Goodwill
Opening costs156,834136,006
Other acquired goodwill6472,177
Additions6 14,19718,765
Disposals (19,162)(114)
Closing cost152,516156,834
Total intangible assets155,030159,806
Intangible assets accounting policy
Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment
losses with the exception of goodwill (see below).
Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.
Amortisation is provided on a straight-line basis for software to allocate the cost of the asset (less any residual value)
over its useful life. The residual values and remaining useful lives of software are reviewed at least annually. Other
intangible assets represent franchisee store rebranding costs and have an indefinite life.
Estimated useful lives of the asset classes are:
Software 3-5 years
Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the
standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which
the intangible asset is disposed of.
Intangible assets disclosed in the financial statements relate to computer software, trademarks and other indefinite life
intangible assets. Indefinite life intangible assets are tested annually for impairment.
Financials
38
| GREEN CROSS HEALTH
14. Intangible assets (continued)
Goodwill accounting policy
Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase consideration over
the fair value of the net identifiable tangible and intangible assets at the time of acquisition.
Goodwill is allocated to the relevant cash generating units expected to benefit from the acquisition and tested for
impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.
If the recoverable amount is less than the carrying amount of the cash generating unit then an impairment loss is
recognised in profit and loss and the carrying amount of the asset is written down. Recoverable amount is calculated
as the greater of the fair value less cost to sell and value in use.
The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any
gain or loss on disposal.
Impairment testing
Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for
the year-ending 31 March 2023 is the basis for the first year's projections and projections for subsequent periods
have been based on this plus growth. Terminal cash flows are projected to grow in line with the New Zealand
long-term inflation rate.
The discount rate was a post-tax measure based on the rate of 10-year government bonds issued by the
government in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to
reflect both the increased risk of investing in equities generally and the systematic risk of the specific CGU.
Impairment test assumptions 2023Pharmacy
Services
$'000
Medical
Services
$'000
Community
Health
$'000
Discount rate – post tax9.53%9.53%- %
Terminal growth rate3.50%3.50%- %
Carrying amount of goodwill allocated to the unit ($000)85,65766,859-
Carrying value of other intangible assets with indefinite useful lives ($000)2,048--
Impairment test assumptions 2022Pharmacy
Services
$'000
Medical
Services
$'000
Community
Health
$'000
Discount rate – post tax8.45%10.30%11.73%
Terminal growth rate2.50%2.50%2.50%
Carrying amount of goodwill allocated to the unit ($000)85,758 52,01519,061
Carrying value of other intangible assets with indefinite useful lives ($000)2,048 - -
For the purpose of impairment testing, goodwill is allocated to the Group's operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is
allocated across all operations within a division that have similar economic characteristics and collectively benefit from
acquisitions that increase the Group's portfolio.
Sensitivities
No impairment was identified for Pharmacy Services and Medical Services as a result of this review, nor under any
reasonable possible change, in any of the key assumptions described above.
Annual Report 2023 |
39
15. Deferred tax assets
The movement in deferred tax asset and liability during the year is made up of the following:
Opening
$’000
Net additions
$’000
Recognised in
profit and loss
$’000
Closing
$’000
Group – 2023
Property, plant and equipment2,809-2283,037
Provisions and accruals9,285-(6,344)2,941
Tax losses17-2,7622,779
Right-of-use assets(23,533)(6,635)5,305(24,863)
Lease liabilities26,1546,635(4,992)27,797
14,732-(3,041)11,691
Group – 2022*
Property, plant and equipment2,317 -492 2,809
Provisions and accruals6,922-2,3639,285
Tax losses446-(429) 17
Right-of-use assets(21,379)(7,035)4,881(23,533)
Lease liabilities23,7127,035(4,593)26,154
12,018-2,71414,732
16. Equity accounted group investments
Notes2023
$’000
2022
$’000
The movement in equity accounted investments comprises:
Opening carrying amount4,7207,724
Investment in associates and joint ventures2,880725
Disposal of associates and joint ventures(508)(3,639)
Share of net earnings1,3151,893
Dividends23(1,260)(1,983)
7,1474,720
There are no individually material associates or joint ventures.
Amount of goodwill within the carrying amount of equity accounted group investments:
Opening carrying amount1,9874,024
Disposal of associates and joint ventures(621)(2,037)
Closing carrying amount1,3661,987
* Comparative information has been restated, refer Note 25.
Financials
40
| GREEN CROSS HEALTH
16. Equity accounted group investments (continued)
Summary associate and joint venture financial information
The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:
Assets
$’000
Liabilities
$’000
Revenue
$’000
Net profit
after tax
$’000
As at and for the year ended 31 March 202319,6765,29637,2734,950
As at and for the year ended 31 March 202213,4736,68834,7624,539
Investments in associates and joint ventures accounting policy
An associate is an investee over which the Group has significant influence, which is the power to participate in the
financial and operating policy decisions of the investee but not to control or jointly control those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the
net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which
only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements
of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group
financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other
comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate
or joint venture investment is included in the carrying amount of the investment net of dividends received. Where
the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint
venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to
continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or
joint control over the investee.
Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group.
Where a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies
of the Group, the most significant of these being the recognition of deferred tax.
Annual Report 2023 |
41
17. Trade and other payables and income taxes payable
Payables and accruals2023
$’000
2022*
(Restated)
$’000
Trade payables29,27134,399
Payable to non-controlling interest5,2837,399
Contract liabilities8,00310,786
Accrued expenses22,54931,187
Employee entitlements9,55033,149
74,656116,920
Income taxes payable1,5314,260
Employee entitlements accounting policy
Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised
as a liability when benefits are earned by employees but not paid at the reporting date.
* Comparative information has been restated, refer Note 25.
18. Borrowings
2023
$’000
2022
$’000
Current1,9031,908
Non-current21,63422,126
23,53724,034
The Group's interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin.
The current interest rate is between 6.50% and 8.49% (2022: 2.16% - 5.20%). A 0.5% increase/decrease in the
effective interest rate would result in a decrease/increase in after tax profit of $85,000.
Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of BNZ covering
all loans held by the Parent and subsidiary companies. Loans within partnership subsidiaries are covered by a GSA
agreement over the individual business assets.
The Group's primary lender is the BNZ. As at balance date, the Group has undrawn banking facilities of $40.2m
(2022: $44m). The maturity of the debt facility with BNZ is 31 August 2024.
Borrowings and advances accounting policy
Borrowings and advances are initially recognised at fair value, including directly attributable transaction costs.
Subsequent to initial recognition, borrowings and advances are measured at amortised cost using the effective
interest method, less any impairment losses on advances.
Financials
42
| GREEN CROSS HEALTH
19. Operating cash flow reconciliation
2023
$’000
2022*
(Restated)
$’000
Profit for the year50,54933,094
Add/(deduct) non-cash items:
Depreciation, amortisation and impairment22,21525,735
Other non-cash items(2,146)3,274
Gain on disposal of Community Health division(21,805)-
Add/(deduct) changes in working capital:
Receivables and accruals movement1,779(8,377)
Inventory 65(1,777)
Payables and accruals movements(11,965)7,783
Add/(deduct) items classified as cash flows from financing activities:
Interest expense869623
Interest expense - leases 6,3485,480
Net cash inflow from operating activities45,90965,835
20. Shares on issue
2023
’000
2022
’000
Shares authorised and on issue
Opening number of shares143,153 143,303
Shares issued – fully paid132 -
Shares issued – partly paid- -
Shares cancelled – partly paid-(150)
143,285 143,153
Shares held as treasury stock--
Performance share rights517497
143,802143,650
All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.
Share capital
Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised
as a deduction from equity.
* Comparative information has been restated, refer Note 25.
Annual Report 2023 |
43
21. Share-based payments
Performance Share Rights
Performance Share Rights (PSRs) were offered to some senior executives, commencing 1 April 2019. Under the
scheme PSRs are issued to participants which give them the rights to receive ordinary shares in the Company after a
three year period, subject to certain vesting and other conditions being met. The fair value is measured at grant date
and amortised over the vesting period. The vesting of the PSRs is subject to the Company achieving performance
hurdles relating to the growth of its earnings per share over a three year measurement period. There is no exercise
price for these performance rights and there is no right to dividends during the vesting periods.
Vesting is contingent upon audited financial statements, therefore PSRs which meet the vesting criteria will vest in the
financial year following the end of the PSR period.
The total expense recognised in the year to 31 March 2023 in relation to the PSRs was $194,000 (2022: $90,000).
131,637 PSRs were vested during the year.
PSRs granted are summarised as below:
Grant DatePSR PeriodPSRs grantedPSRs vestedPSRs forfeitedPSRs end of
period
23/10/202001/04/2019 - 31/03/2022131,637(131,637)--
23/10/202001/04/2020 - 31/03/2023176,693--176,693
28/06/202101/04/2021 - 31/03/2024 188,679--188,679
27/06/202201/04/2022 - 31/03/2025 167,338-
(15,213)
152,125
Total 664,347(131,637)(15,213)517,497
22. Financial instruments
The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and
cash equivalents, borrowings, trade and other receivables and trade and other payables.
Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at
their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the
financial assets expire or if the Group transfers the financial asset to another party without retaining control or
substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified
in the contract expire or are discharged or cancelled.
Financial assets and financial liabilities are recognised at amortised cost.
Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that
arise in the normal course of operations.
Credit risk
The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented
by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to
any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.
The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal
trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and
amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct
debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly
monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the
ultimate parent financial institution) used by the Group.
Financials
44
| GREEN CROSS HEALTH
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity
requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities
to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls.
The following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow
basis:
Carrying
value
$’000
Contractual
cash flows
$’000
Less than
one year
$’000
Between one
year and
two years
$’000
Between two
years and
five years
$’000
2023
Borrowings23,53725,2621,9513,34319,968
Trade and other payables57,10357,10357,103--
Total non-derivative liabilities80,64082,36559,0543,34319,968
2022
Borrowings24,034 25,986 1,9561,50022,530
Trade and other payables72,985 72,98572,985- -
Total non-derivative liabilities97,01998,97174,9411,50022,530
Market Risk
Refer to note 18 for details of the interest rates for the Group loans and borrowings, which are the most significant
financial instruments.
Capital management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed
capital requirements.
The allocation of capital between its specific business segments’ operations and activities is, to a large extent,
driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific
business segment operations and activities is undertaken independently of those responsible for the operation.
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of
Directors.
The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,
cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2023
and 31 March 2022. The assessment of fair value relating to borrowings was determined by reference to observable
market data (level 2).
22. Financial instruments (continued)
The status of trade receivables at reporting date is as follows:
Trade and other receivablesGross receivable
2023
$’000
Impairment
2023
$’000
Gross receivable
2022
$’000
Impairment
2022
$’000
Not past due25,248-40,931-
Past due 0 - 30 days538-4,300 -
Past due 31-120 days3,131-4,206 -
Past due more than 120 days1,989(1,989)2,138(2,138)
Total 30,906(1,989)51,575 (2,138)
Annual Report 2023 |
45
Financials
23. Related parties
The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The
Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items
such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.
The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting
services, based on agreed terms, for some of the stores and medical centres.
The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the
return on investment/profit sharing arrangements relating to these investments. Payable to non-controlling interests
represents loans advanced to the Group.
Related party transactions for the group
Transaction valueBalance outstanding
2023
$’000
2022
$’000
2023
$’000
2022
$’000
Franchise fees and on-charged costs to equity accounted
investments496238
Management service charges and on charged costs to equity
accounted investments35330558121
Dividend income1,2601,983--
Receivable from other related parties--2,5442,464
Key management personnel remuneration
The Group provides compensation to key management personnel which comprises the Directors and executive
officers. Some senior executives also participate in the performance share rights. Key management personnel
(includes the Group CEO, the Group CFO, some senior executives and company directors) compensation comprised:
2023
$’000
2022
$’000
Remuneration and Directors fees2,2242,163
Short term employee benefits393433
Long term incentives19490
2,8112,686
24. Subsequent events
On 28 April 2023, Green Cross Health Limited paid a special dividend of 28.0 cents per qualifying ordinary share
amounting to $40.2m, which was fully imputed at 28%.
On 29 May 2023, Green Cross Health Limited declared a final dividend of 3.5 cents per qualifying ordinary share
amounting to $5.0m, which will be fully imputed at 28%. The dividend record date is 9 June 2023 and payment will
occur on 23 June 2023.
No adjustment is required to these consolidated financial statements in respect of these events.
46
| GREEN CROSS HEALTH
25. Prior period restatements
As part of the sale of the Community Health division, a review was undertaken to ensure compliance with
legislative requirements. As a result of this review, it was determined that the liability for Employee Entitlements had
been understated. This resulted in a prior period restatement to adjust the provision for Employee Entitlements.
The following tables reconcile the impact on key line items in the Group's statement of comprehensive income and
statement of financial position from restatements. There is no impact on the Group's statement of cash flows.
As at 1 April
2021 Audited
$'000
Adjustments
$'000
As at 1 April
2021 Restated
$'000
Consolidated statement of financial position
Deferred tax asset12,01882912,847
Others352,865-352,865
Total assets364,883829365,712
Trade payables and accruals106,1772,960109,137
Others109,059-109,059
Total liabilities215,2362,960218,196
Retained earnings50,585(2,131)48,454
Others99,062-99,062
Total equity149,647(2,131)147,516
Year ended 31
March 2022
Audited
$'000
Adjustments
$'000
Year ended 31
March 2022
Restated
$'000
Consolidated statement of comprehensive income (extract)
Profit and gain from discontinued operation, net of tax4,333(658)3,675
As at 31 March
2022 Audited
$'000
Adjustments
$'000
As at 31 March
2022 Restated
$'000
Consolidated statement of financial position
Deferred tax asset13,7191,01314,732
Others395,055-395,055
Total assets408,7741,013409,787
Trade payables and accruals113,3023,619116,921
Income taxes payable4,0761844,260
Others117,440-117,440
Total liabilities234,8183,803238,621
Retained earnings68,861(2,790)66,071
Others105,095-105,095
Total equity173,956(2,790)171,166
Operating cash flow reconciliation (Note 19)
Profit for the year33,752(658)33,094
Payable and accruals movements7,1256587,783
Others24,958-24,958
Net cash inflow from operating activities65,835-65,835
Annual Report 2023 |
47
Governance
Group entities 48
Board of directors 52
Corporate governance 55
Other annual report disclosures 64
Shareholder information 69
Company directory 71
48
| GREEN CROSS HEALTH
Group entities
For the year ended 31 March 2023
The current Green Cross Health Limited group structure comprises 153 companies.
The group entities are as follows:
Legal ParentHolding %Activity
Green Cross Health LimitedFranchisor and investment
Controlled entities
280 Queen Street (2005) Limited43.9Pharmacy
Albany Pharmacy Limited49.0Pharmacy
Alexandra Pharmacy (2013) Limited48.5Pharmacy
Amcal Chemists (N.Z.) Limited100.0Non-trading
Apollo Medical Limited100.0Medical Centre
Apollo Pharmacy (2014) Limited49.6Pharmacy
Bay of Plenty Pharmacies Limited100.0Non-trading
Bayfair Pharmacy (2010) Limited48.8Pharmacy
Bayfair Pharmacy Limited100.0Non-trading
Baymed Group (2013) Limited100.0Medical Centre
Birkenhead Pharmacy (2011) Limited48.5Pharmacy
Botany Downs Pharmacy Limited25.0Pharmacy
Browns Bay Pharmacy (2018) Limited48.5Pharmacy
Cambridge Pharmacies 2020 Limited30.0Pharmacy
Care Chemist Limited100.0Non-trading
Care Chemist Pakuranga (2008) Limited49.0Pharmacy
Centre City Pharmacy (2004) Limited46.4Pharmacy
Chemist Express Limited49.0Pharmacy
Christchurch Pharmacy (2015) Limited49.0Pharmacy
Coastlands Pharmacy (2018) Limited49.0Non-trading
Darfield Medical Centre Limited45.0Medical Centre
Davies Corner Pharmacy Limited25.0Pharmacy
Discovery Pharmacy (2016) Limited49.0Pharmacy
Dispensaryfirst Limited 100.0Non-trading
Drury Surgery Limited100.0Medical Centre
Endeavour Pharmacy (2016) Limited49.0Pharmacy
Fairfield Medical Limited70.0Medical Centre
Fred Thomas Pharmacy (2015) Limited49.0Pharmacy
Gain Medical Centre Limited50.0Medical Centre
Gascoigne Medical Services Limited71.2Medical Centre
Glenfield Mall Pharmacy Limited48.5Pharmacy
Green Cross Health Direct Limited100.0Non-trading
Green Cross Health Distribution Limited100.0Pharmacy
Green Cross Health Investments Limited100.0Non-trading
Green Cross Health Medical Limited100.0Investment
Green Cross Health Medical Solutions Limited100.0Services to medical centres
Green Cross Health Primary Limited100.0Medical Centre
Green Cross Health Workplace Limited100.0Health Services
Guthries Pharmacy Limited49.0Pharmacy
Annual Report 2023 |
49
Governance
Controlled entitiesHolding %Activity
Harbour City Pharmacy (2011) Limited48.7Pharmacy
Hastings Pharmacy (2013) Limited49.5Pharmacy
Hawkes Bay Pharmacies Limited49.0Pharmacy
Helensville Pharmacy (2008) Limited48.5Pharmacy
Highland Park Pharmacy (2009) Limited48.5Pharmacy
Hurstmere Pharmacy (2008) Limited49.0Pharmacy
Hutt Valley Pharmacies 2014 Limited48.5Pharmacy
J-Mall Pharmacy Limited49.0Pharmacy
Karori Pharmacies (2020) Limited49.6Pharmacy
Knox Pharmacy 2010 Limited48.5Pharmacy
Lake Taupo Pharmacy (2008) Limited48.5Pharmacy
Levin Pharmacy (2005) Limited100.0Non-trading
Levin Pharmacy 2021 Limited49.0Pharmacy
Life Pharmacy Albany Limited49.0Pharmacy
Life Pharmacy Centre Place (2009) Limited100.0Pharmacy
Life Pharmacy Sylvia Park Limited49.0Pharmacy
Life Pharmacy Trustee Company Limited100.0Non-trading
Life Pharmacy Wall Street Dunedin Limited49.1Pharmacy
Manawatu Pharmacies Limited49.0Pharmacy
Manners Pharmacy (2016) Limited49.0Pharmacy
Manukau Pharmacy (2011) Limited49.1Pharmacy
Marshland Family Health Centre Limited 100.0Medical Centre
Moorhouse Pharmacy 2003 Limited25.0Pharmacy
Motueka Medical (2013) Limited100.0Medical Centre
Medplus Lake Road Limited100.0Medical Centre
Napier X-Ray Limited44.0Medical Centre
Neptune Pharmacy (2017) Limited49.0Pharmacy
New Lynn Pharmacy (2015) Limited48.8Pharmacy
New Plymouth Pharmacy (2015) Limited49.1Pharmacy
Northlands Pharmacy (2003) Limited49.6Pharmacy
Onehunga Medical 2012 Limited100.0Medical Centre
Onehunga Medical Pharmacy (2022) Limited49.6Pharmacy
Palms Pharmacy (2013) Limited49.0Pharmacy
Parklands Pharmacy (2015) Limited49.0Pharmacy
Peak Primary Limited100.0Non-trading
Pharmacy 277 Limited49.1Pharmacy
Pharmacy B102 Limited48.5Pharmacy
Pharmacy G101 Limited49.0Pharmacy
Pharmacy J104 Limited49.0Non-trading
Pharmacy K103 Limited49.0Pharmacy
Pharmacy L105 Limited49.0Pharmacy
50
| GREEN CROSS HEALTH
Controlled entitiesHolding %Activity
Pharmacy Management Limited100.0Investment
Pharmacy N106 Limited49.0Pharmacy
Pharmacy Store Holdings Limited100.0Investment
Pharmacybrands Limited100.0Non-trading
Pharmacybrands On-line Limited100.0Non-trading
Plimmer Steps Pharmacy (2018) Limited49.0Pharmacy
Queen Street Pharmacy (2015) Limited49.0Non-trading
Radius Medical Limited100.0Non-trading
Radius Medical Solutions Limited100.0Non-trading
Radius Medical Whakatane Properties Limited100.0Medical Centre Property
Radius Pharmacy Greenmeadows Limited49.0Pharmacy
Radius Pharmacy Limited100.0Franchisor and Investment
Radius Pharmacy Napier Limited48.8Pharmacy
Radius Pharmacy Riccarton Limited49.5Pharmacy
Radius Pharmacy Te Rapa Limited48.8Pharmacy
Radius Pharmacy Upper Hutt Limited49.5Pharmacy
Radius Pharmacy Waikanae Limited48.5Pharmacy
Radius Pharmacy Wanganui Limited49.1Pharmacy
Radius Ti Rakau Limited100.0Medical Centre
Royal Oak Post Shop Limited49.7Pharmacy
Riccarton Mall Pharmacy 2000 Limited49.0Pharmacy
Richmond Health Centre Limited100.0Medical Centre
RPG Medicine Management Limited25.0Pharmacy
Russell Street Pharmacy Hastings (2015) Limited48.5Pharmacy
Shirley Pharmacy Limited100.0Non-trading
Shore City Pharmacy (2010) Limited48.5Pharmacy
Shore City Pharmacy Limited100.0Non-trading
Silverstream Health Centre Limited100.0Medical Centre
Smart Pharmacy Limited100.0Non-trading
St Heliers Health Centre Limited100.0Medical Centre
St James Pharmacy (2015) Limited49.0Non-trading
St Lukes Pharmacy Holdings Limited49.0Pharmacy
Stokes Valley Pharmacy (2009) Limited48.5Pharmacy
The Doctors (Coastcare) Limited100.0Medical Centre
The Doctors (DFM) Limited 100.0Non-trading
The Doctors (Hastings) Limited71.2Medical Centre
The Doctors (Huapai) Limited100.0Medical Centre
The Doctors (Massey Medical) Limited100.0Medical Centre
The Doctors (Napier) Limited44.0Medical Centre
The Doctors (New Lynn) Limited53.7Medical Centre
The Doctors (Whangaparaoa) Limited100.0Medical Centre
The Doctors T Limited (previously known as The Doctors (Mt Roskill) Limited)100.0Non-trading
Group entities
(continued)
Annual Report 2023 |
51
Governance
Controlled entitiesHolding %Activity
The Doctors Whakatipu Limited100.0Non-trading
Total Health Doctors Limited100.0Medical Centre
Tower Junction Pharmacy Limited48.5Pharmacy
Trident Pharmacy (2017) Limited49.0Pharmacy
Unichem Chemists (N.Z) Limited100.0Non-trading
Upper Hutt Health Centre Pharmacy Limited25.0Pharmacy
Upper Riccarton Pharmacy Limited25.0Non-trading
Waihi Medical Centre Limited100.0Medical Centre
Waimauku Doctors Limited100.0Medical Centre
Waiuku Medical Pharmacy (2010) Limited48.5Pharmacy
Waiuku Pharmacy (2005) Limited100.0Non-trading
Waiuku Pharmacy (2016) Limited48.5Pharmacy
Walls & Roche Royal Oak Pharmacy Limited49.7Pharmacy
Wellington Pharmacy (2016) Limited49.0Pharmacy
West City Pharmacy (2010) Limited48.5Pharmacy
Whakatane Pharmacies 2021 Limited49.4Pharmacy
Willis Street Pharmacy Limited25.0Pharmacy
Joint venture entities
Pharmacies Instore Limited 50.0%Joint Venture
Associate entities
Accident & Medical Centre Quaymed Limited22.3 Medical Centre
Albany Family Medical Centre Limited50.0 Medical Centre
Aramoho Health Centre Limited30.1Medical Centre
Bester McKay Family Doctors Limited25.0Medical Centre
Huapai Pharmacy (2017) Limited25.1 Pharmacy
Mount Wellington Family Health Centre Limited33.3Medical Centre
Pilldrop Software Limited25.0 Pharmacy
Team Medical at Kapiti Limited48.8 Medical Centre
The Doctors (Green Lane) Limited30.0 Medical Centre
The Doctors (Mangere) Limited33.9Medical Centre
Vercoe Brown & Associates Limited50.0Medical Centre
Investments
Unichem Export Limited 1.0Wholesale
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| GREEN CROSS HEALTH
Andrew Bagnall, Non-Executive Director
Andrew Bagnall holds a Commerce Degree from Otago University and a MBA from Michigan State University. Andrew
was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited (later
renamed Green Cross Health Limited) has continued to hold a shareholding in the merged entity.
In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing
Gullivers Travel Group which became the major distributor of wholesale and retail travel services in New Zealand.
Gullivers Travel Group was eventually listed on the New Zealand and Australian stock exchanges (ASX) and
was subsequently sold to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first
commercial retirement villages. Andrew now runs his own private investment company, Segoura, which manages
investments in various businesses. Andrew is also a Director of PowerShield Limited, Steelmasters Auckland Limited
and he maintains a keen interest in sports car racing.
Andrew was appointed as a Non-Executive Director of the Company in August 2009.
John Bolland, Non-Executive Director
John Bolland has more than 25 years’ experience in private equity, senior management and corporate finance.
This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance and
Audit & Business Advisory. John holds a Bachelor of Commerce from the University of Auckland and is a Member
of Chartered Accountants Australia & New Zealand and a Harvard Allumni. John is also a Director of PowerShield
Limited, Steelmasters Auckland Limited and Stellar Library GP Limited.
John was appointed as a Non-Executive Director of the Company in August 2009.
Craig Brockliss, Non-Executive Director
Craig Brockliss is currently CEO of the Wilton Capital Group of companies and has more than 20 years’ experience in
business, property and private equity investing. Wilton has significant investment interests in New Zealand, the United
States and in the United Kingdom.
Wilton Capital has its origins in the pharmaceutical logistics markets in New Zealand and Australia before diversifying
into other investments in 2001. Wilton is currently the third largest shareholder in Green Cross Health.
Craig holds a Bachelor of Commerce and a Bachelor of Laws from the University of Auckland and worked for Ernst
and Young prior to joining the Wilton Group in 2001.
Craig was appointed as a Non-Executive Director of the Company in April 2022.
Board of Directors
As at 31 March 2023
Annual Report 2023 |
53
Governance
Kim Ellis, Chair
During his business career Kim had wide Chief Executive experience and was best known for his 13 years at
the helm of Waste Management NZ Ltd, culminating in the company’s sale in 2006. During his tenure he led 40
acquisitions and built a successful business in Australia.
Earlier roles encompassed a number of market sectors including health, manufacturing, distribution, transport,
property, agriculture and fashion. Since 2006 Kim has been active in governance and is currently Chair of NZ Social
Infrastructure Fund and consultant to Envirowaste Services. Kim holds first class honours degrees in Chemical
Engineering and Economics.
Kim was appointed as Independent Chair of the Company in December 2019.
Ken Orr, Independent Director
Ken Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies
in Northland. Ken was a former President of the NZ Pharmacy Guild, which represents the business interests of
community pharmacies. Ken was a forming director of Manaia PHO and now serves on the Audit, Risk & Finance
Committee of Mahitahi Hauora that leads primary health care in Northland.
Ken joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director of
the Company in March 2012.
Peter Merton, Non-Executive Director
Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New
Zealand and overseas since the early 1980s.
His involvement with the company goes back to the late 1990s, and he played an active part in the initial industry
consolidation when Amcal and Unichem brands merged to form Pharmacybrands Limited, later renamed Green
Cross Health Limited.
Following the merger of Life Pharmacy Limited (LPL) with Pharmacybrands Limited in 2009 Peter assumed the role
of Chair of the Group, a role he held until December 2019 when he became a Non-Executive Director. He is also a
significant shareholder in the company through his interest in Cape Healthcare Limited. Peter has previously held the
roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director of EBOS Group Limited.
Carolyn Steele, Independent Director
Carolyn Steele is a director of WEL Networks Limited, Oriens Capital GP 2 Limited, Property for Industry and Vulcan
Steel Limited and chair of The Halberg Foundation. Until 2016, Carolyn was a Portfolio Manager at Guardians of New
Zealand Superannuation, the Crown entity managing the New Zealand Superannuation Fund. Prior to joining the
Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and Credit Suisse/First NZ Capital.
Carolyn was appointed as an Independent Director of the Company in June 2017.
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| GREEN CROSS HEALTH
Annual Report 2023 |
55
Corporate governance and the role of the Board of Directors
The Board understands the importance of good corporate governance in maximising the value of the Company.
Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,
including the NZX Corporate Governance Code.
The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework
within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated authority
for the day-to-day operations of Green Cross Health.
NZX corporate governance code
The Company has reviewed the NZX Corporate Governance Code dated 17 June 2022 and is in compliance with the
majority of its recommendations. The NZX Corporate Governance Code dated 1 April 2023 will be reported against in
the 2024 Annual Report.
Compliance with the Principles of the Code is as follows:
Principle 1: Code of ethical behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable
for these standards being followed throughout the organisation.
The Company has adopted formal Code of Ethics, Protected Disclosure and Securities Trading Policies, which are
available on the Company’s intranet for employees to access and are included in employee induction.
Further detail on the Code of Ethics and Securities Trading Policy is provided later in this Annual Report.
The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in
inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.
The Company did not make donations to any political party in the year.
Principle 2: Board composition and performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.
Board charters and management responsibility
The Board operates under a written Charter and delegates authority to senior management, including the Group CEO
to run the day-to-day operations of the Company.
Director terms of appointment
The Company has signed written terms of appointment for all Directors. New Directors are provided terms of
Appointment as they are appointed. Directors are not required to hold shares in the Company as part of their appointment.
Corporate governance
For the year ended 31 March 2023
Governance
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Principle 2: Board composition and performance (continued)
Diversity policy
The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion of
thought within the Company.
The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose
collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.
The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the
evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to meet
the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees and
shareholders.
The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance). At this point,
the Company considers the objectives and measurement processes described within the policy are appropriate.
Disclosure of Board and key management gender diversity is provided later in this Annual Report.
Director, board and committee performance
Directors are expected to understand the Company’s operations and determine the professional development that
they require to undertake their duties. Senior management present to the Board on a regular basis on key matters
affecting the Company, enabling Directors to ask for further information and explanation as required.
The Board, led by the Chair, reviews Board (including Nominations Committee) and Director performance biennially
against the Board Charter in light of the Company’s changing operating conditions and make improvements to Board
processes and meetings when required changes in Board focus are identified. The last review was conducted in
October 2022.
The Committees (other than the Nominations Committee) annually review their performance against the Committee
Charters and report back to the Board.
Chair and CEO
The Company complies with the recommendation that the Chair is not the CEO.
Principle 3: Board committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.
Board committees
For the year ended 31 March 2023, the Board had the following Committees:
• Audit and Risk Committee
• Nominations Committee
• Remuneration Committee
• Investment Committee.
These Committees operated under written Charters. Additional information on the role and makeup of these
Committees is provided elsewhere in this Annual Report.
Directors who are not members of Committees are welcome to attend meetings if they wish. The Company complies
with the recommendation that management only attends Committee meetings at the invitation of the Committee.
Charters for all Committees are reviewed annually and are available on the Company’s website
(www.greencrosshealth.co.nz/governance).
Annual Report 2023 |
57
Governance
Takeover protocols
The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a
takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters
arising from the proposal, including:
• Preparing the Company’s response to the proposal.
• Engaging an independent advisor to advise on the merits of the proposal.
• Making a recommendation to shareholders.
Principle 4: Reporting and disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.
The Board has a written continuous disclosure policy.
The Company complies with the recommendation that Board and Committee Charters, Code of Ethics and other key
governance documents are available on the Company’s website. The Interim and audited Annual Reports are also
available on the website (www.greencrosshealth.co.nz/investors).
The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that
financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such as the
Company’s approach to risk management including health and safety, are included within this Annual Report. The
Board considers this level of disclosure appropriate at this time.
Principle 5: Remuneration
The remuneration of Directors and Executives should be transparent, fair and reasonable.
The Director fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally
benchmarked against market precedents. Retirement benefits and share options are not available for Directors.
Further disclosure of the details of Directors’ fees is included in the Other Annual Report Disclosures published in this
Annual Report.
The Company has a remuneration policy for Directors, Officers and all employees of the Company, which outlines
its remuneration practices. The remuneration policy is available on the Company’s website (www.greencrosshealth.
co.nz/governance).
The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer Group CEO
Remuneration under Other Annual Report Disclosures for the year.
The Company operates a share-based incentive scheme for certain Senior Managers, which is disclosed further in
Note 21 to the Financial Statements.
Principle 6: Risk management
Directors have a sound understanding of the material risks faced by the issuer and how to manage them. The
Board regularly verifies that the issuer has appropriate processes that identify and manage potential and material
risks.
The Board is responsible for risk management and internal control and has a framework for identifying, assessing,
controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation and business
objectives.
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Principle 6: Risk management (continued)
The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,
policies and procedures are effective and appropriate. The Company maintains a comprehensive Risk Register and
management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting
software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as
required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores and
providing medical treatment makes managing health and safety risks a significant area of focus within the Group.
The Company is exposed to substantially the same economic, environmental and social risks as similar businesses
operating in the same sectors in New Zealand. These risks include:
• Competitive pressure from traditional and disruptive competitor business models.
• Ongoing impacts from COVID-19.
• Labour cost escalation through Government policy changes and labour shortages in particular areas.
• Regulatory changes.
• Changes to Government and wider health sector funding models.
Principle 7: Auditors
The Board ensures the quality and independence of the external audit process with the Audit Committee charter
providing a framework for management of the relationship with the external auditor.
The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and of high
quality, including approving any non-audit services provided by the audit firm.
The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated at least every five
years. The lead audit partner was rotated prior to the 2022 external audit.
The Company does not have an internal audit function but via the Audit and Risk Committee and the Company’s
external audit process, looks to maintain and improve risk management and internal controls.
The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.
Principle 8: Shareholder rights and relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.
The Company has a website to enable stakeholder access to financial and governance information. Announcements
and Reports are currently available at www.greencrosshealth.co.nz/investors.
Communications from the Company are available electronically through the Company’s share registrar,
Computershare.
The Company fully complies with the following recommendations:
• Shareholders have the right to vote on major decisions.
• One vote per share.
Directors and Officers of the Company attend the Annual Meeting and are available to answer questions from
shareholders.
Annual Report 2023 |
59
Governance
Board composition and structure
As at 31 March 2023, the Company’s Board structure consisted of four Directors associated with the three major
shareholders (who collectively hold 73% of the Company) and three independent Directors, including an independent
Chair.
The non-independent Directors associated with the three major shareholders are John (Andrew) Bagnall, Peter
Merton, John Bolland and Craig Brockliss. As at 31 March 2023, the independent Directors were Kim Ellis, Ken Orr
and Carolyn Steele. The independent Directors are selected to ensure that the appropriate skills and experience
required are available to the Company.
In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a majority
of independent Directors, and Green Cross Health not being compliant with this recommendation, the Board is
of the view that the existing Board structure appropriately reflects the shareholding structure of the Company and
represents the best interests of all shareholders.
In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by
the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.
The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary
information to participate in an informed discussion on all agenda items and effectively carry out their duties. The
Group CEO, Group CFO and key senior managers attend appropriate sections of Board meetings.
Board meetings
The following table outlines the number of Board meetings attended by Directors during the course of the 2023
financial year.
DirectorsMeetings heldMeetings attended
John (Andrew) Bagnall1510
John Bolland 15 15
Craig Brockliss (appointed 6 April 2022)1410
Kim Ellis1515
Peter Merton 1512
Ken Orr1515
Carolyn Steele1514
Peter Williams (retired 25 July 2022)44
Code of ethics
The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues,
establishes compliance standards and procedures, provides mechanisms to report unethical behaviour and provides
for disciplinary actions. The Code of Ethics policy is available on the Company’s website (www.greencrosshealth.
co.nz/governance).
Shareholder relations
The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can
access financial and operational information and key corporate governance information about the Company.
The Board will ensure that shareholders are informed of major developments affecting the Company.
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Information is available through the Annual Reports and shareholders are able to participate at each Annual Meeting.
Any material information affecting the Company during the intervening period is announced to the financial markets
via the New Zealand Stock Exchange (NZX) and the Company website under the Board’s policy for continuous
disclosure.
Insider trading guidelines
The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other
restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of
Green Cross Health must formally apply to the Group CFO for consent to trade the Company’s securities before
undertaking any sales or purchases.
The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other
restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within
five days of any trades being settled.
Board committees
For the year ended 31 March 2023, the Board operated four standing committees described as follows. The
Committees (other than the Nominations committee) annually review their performance against written charters and
report to the Board.
Nominations committee
This Committee comprises four non-independent Directors together with three independent Directors, who meet as
required to:
• Advise the Board on Director appointments, giving attention to the mix of skills, experience and other qualities
required.
• Facilitate ongoing Director training and development.
• Facilitate the regular evaluation of the Board, its committees and the Directors.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive
remuneration.
The Nominations Committee’s performance is reviewed biennially by the Board against its written charter,
contemporaneously with the Board’s self-review.
The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Craig Brockliss,
Peter Merton, Ken Orr, and Carolyn Steele.
In response to recommendation 3.4 of the NZX Corporate Governance Code recommending the Nominations
Committee to have a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation, the Board is of the view that the Nominations Committee appropriately reflects the experience
required to carry out its responsibilities.
Remuneration committee
This Committee comprises one independent Director and two non-independent Directors, who meet as required to:
• Recommend to the Board the appointment and terms of employment of the Group CEO and Group CFO.
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61
Governance
• Review and evaluate the performance of the Group CEO and Group CFO against KPIs including making
remuneration recommendations to the Board.
• Approve the appointment, and the conditions and terms of employment of the Group CEO’s direct reports
(excluding the Group CFO).
• Review and advise the Board on succession plans for the Group CEO and direct reports.
• Make recommendations to the Board with respect to non-executive and independent Director remuneration.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive
remuneration.
The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton.
In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration
Committee having a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation, the Board is of the view that the Remuneration Committee appropriately reflects the experience
required to carry out its responsibilities.
Audit and Risk committee
The Committee comprises two independent Directors and one non-independent Director. The Audit and Risk
Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the Group CFO attended as ex-officio members and external auditors by invitation of the
Chair. The Audit and Risk Committee also meet privately with the external auditors, that is, without management in
attendance. All Audit and Risk Committee members are financially literate, with at least one member having a financial
background.
The Committee met five times during the year. Its responsibilities include:
• Reviewing the scope and outcome of the external audit.
• Reviewing the annual and half yearly financial statements prior to approval by the Board.
• Approving the public releases of financial information.
• Assessing the performance of financial management and monitoring of material corporate risk assessments
and internal controls.
• Reporting the proceedings of each meeting to the Board.
• Making recommendations to the Board on the appointment of the external auditors, their independence and
their fees.
• Reviewing non-audit services provided by the external auditor.
• Monitoring of material corporate risk and the internal controls instituted.
The composition of the Committee was Carolyn Steele (Chair), John Bolland and Kim Ellis.
DirectorsMeetings heldMeetings attended
John Bolland 55
Kim Ellis55
Carolyn Steele5 5
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NZX corporate governance code (continued)
Investment committee
The Committee comprises three independent Directors and two non-independent Directors. The Investment
Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the Group CFO attended as ex-officio members. All Investment Committee members are
financially literate.
The Committee met twice during the year. Its responsibilities include:
• Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the
Board for larger acquisitions.
• Reviewing and approving capital expenditure as needed.
The composition of the Committee was Ken Orr (Chair), John Bolland, Kim Ellis, Peter Merton, and Carolyn Steele.
DirectorsMeetings heldMeetings attended
John Bolland22
Kim Ellis22
Peter Merton21
Ken Orr22
Carolyn Steele22
Organisation structure and financial control
The Board has delegated to the Group CEO the management responsibilities of the Company.
The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and
risk profile.
Gender and diversity
The following table set out a quantitative breakdown of the gender balance of the Directors and key personnel of the
Group as at 31 March 2023:
DirectorsKey management personnel
As at 31 March 2023
Female1 14%250%
Male6 86%2 50%
Total7 4
As at 31 March 2022
Female1 14%3 60%
Male6 86%2 40%
Total7 5
Annual Report 2023 |
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The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).
The Directors holding office during the year ended 31 March 2023 and the remuneration paid or payable to the Directors
is as follows:
DirectorsTotal Fees
$
John (Andrew) Bagnall35,000
John Bolland*+#67,500
Craig Brockliss (appointed 6 April 2022)60,000
Kim Ellis*+#120,000
Peter Merton+#35,000
Ken Orr#65,000
Carolyn Steele*#67,500
Peter Williams (retired 25 July 2022)18,692
Total468,692
Payment allocations
Independent Chair120,000
John (Andrew) Bagnall and Peter Merton35,000
Other Directors60,000
Chair of Audit & Risk Committee5,000
Chair of Investment Committee5,000
Chair of Remuneration Committee5,000
Independent Directors on Audit & Risk Committee and Investment Committee2,500
* Audit & Risk Committee member.
+ Remuneration Committee member.
# Investment Committee member.
Group CEO remuneration
The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI).
The STI is calculated as 25% of current base salary and is based on quantitative criteria set annually for each financial
year. The LTI is a maximum of 23% of current base salary and is structured as a performance share rights scheme.
Rights vest based on achievement of an earnings per share target over a three-year period, provided the Group CEO
remains employed on the vesting date.
Other annual report
disclosures
For the year ended 31 March 2023
Annual Report 2023 |
65
Employee remuneration
The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,
who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000
for the year ended 31 March 2023 is set out below:
Employee annual remuneration bands20232022
$100,000 - $109,9998872
$110,000 - $119,9995447
$120,000 - $129,9994445
$130,000 - $139,9994136
$140,000 - $149,9992521
$150,000 - $159,9991714
$160,000 - $169,9992426
$170,000 - $179,9992820
$180,000 - $189,9991915
$190,000 - $199,999816
$200,000 - $209,999108
$210,000 - $219,99985
$220,000 - $229,99989
$230,000 - $239,99996
$240,000 - $249,99946
$250,000 - $259,99978
$260,000 - $269,99996
$270,000 - $279,99965
$280,000 - $289,99941
$290,000 - $299,99922
$300,000 - $309,99902
$310,000 - $319,99922
$320,000 - $329,99941
$330,000 - $339,99903
$340,000 - $349,99910
$350,000 - $359,999 01
$360,000 - $369,99901
$400,000 - $409,99921
$420,000 - $429,99901
$430,000 - $439,99921
$450,000 - $459,99901
$460,000 - $469,99910
$470,000 - $479,99901
$540,000 - $549,99910
$810,000 - $819,99901
$1,040,000 - $1,049,99910
Former employees included in the above bands9728
Governance
66
| GREEN CROSS HEALTH
Donations
The Group made donations to the value of $18,794.
Directors’ shareholding and trades
The following table summarises:
(a) the number of shares in the Company held by Directors at 31 March 2023; and
(b) disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and
dispositions of relevant interests in shares in the Company during the year.
DirectorsHolding
1 Apr 2022
CancelledIssuedNet trades in
the period
Interest
ceased
Holding
31 Mar 2023
J A Bagnall (i)45,935,821---
-
45,935,821
C Brockliss (ii)11,788,659--910,428
-
12,699,087
P M Merton (iii)45,840,983---
-
45,840,983
K A Orr (iv)600,083---
-
600,083
C M Steele (v)50,000----50,000
(i) J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully
paid ordinary shares in the company (shares are legally owned by LPL Trustee Limited).
(ii) C Brockliss (appointed 6 April 2022) is a Director of Wilton Asset Management Limited and therefore
holds a relevant interest in 11,956,070 fully paid ordinary shares in GXH via directorship and shareholding
in Wilton Asset Management Ltd. Beneficial owner of 629,300 fully paid ordinary shares in GXH via
beneficial ownership in certain shares held on bare trust by Wilton Asset Management Ltd for Oscar
Holdings Ltd. Beneficial owner of 113,717 fully paid ordinary shares in GXH via beneficial ownership in
Oscar Holdings Ltd.
(iii) P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%
shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid
ordinary shares in the Company owned by Cape Healthcare Limited.
(iv) K A Orr holds a beneficial interest of 600,083 fully paid ordinary shares in the Company (shares are legally
owned by Orrs Kaipara Pharmacies Limited and Orrs Pharmacies Limited).
(v) C M Steele has a relevant interest in 50,000 fully paid ordinary shares in the Company.
Annual Report 2023 |
67
Governance
Directors’ insurance
Green Cross Health Limited has insured all its directors against liabilities to other parties that may arise from their
positions as directors. The insurance does not cover liabilities arising from criminal actions.
General disclosure of interest by Directors
(section 140(2) of the Companies Act 1993)
The Directors of the Company named below have made a general disclosure of interest by a general notice disclosed
to the Board and entered in the Company’s interest register. General notices of interest were given by these Directors
during the financial year ended 31 March 2023:
John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and
Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar Electronic
Board reporting system (Director and Shareholder), Powershield Limited (Director), Steelmasters Auckland Limited
(Director), major Shareholder or Director of various unlisted or privately controlled companies.
John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director), Powershield
Limited (Director), Steelmasters Auckland Limited (Director). Shareholder or Director of various unlisted or privately
controlled companies.
Craig Brockliss (appointed 6 April 2022) - Oscar Holdings Ltd (Director and Shareholder), Wilton Asset
Management Limited (Director)
Kim Ellis – Chair of NZ Social Infrastructure Fund and consultant to Envirowaste Services.
Peter Merton – Cape Healthcare Limited (Director and Shareholder).
Ken Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and
Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited
(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy
Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies
Limited (Director and Shareholder).
Carolyn Steele – Chair of Halberg Foundation, Director of WEL Networks Limited, Oriens Capital GP 2 Limited,
Property for Industry and Vulcan Steel Limited.
Peter Williams (retired 25 July 2022) – EBOS Group Limited.
68
| GREEN CROSS HEALTH
Annual Report 2023 |
69
Shares and shareholding
The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2023 the
Company had on issue 143,284,396 equity securities (as defined by the Financial Markets Conduct Act 2013) being
143,284,396 fully paid ordinary shares.
The 20 largest registered holders of quoted equity securities as at 31 May 2023 were as follows:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 32.02
CAPE HEALTHCARE LIMITED45,840,983 31.95
JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C>12,879,983 8.98
FNZ CUSTODIANS LIMITED4,805,0433.35
CUSTODIAL SERVICES LIMITED <A/C 4>2,230,1451.55
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT>2,002,784 1.40
GANET INVESTMENTS LIMITED1,627,979 1.13
CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD <CNOM90>1,108,911 0.77
THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE <THOMAS & CAROLYN LAI
FAMILY A/C>994,985 0.69
FRANCES ANN VUKSICH850,000 0.59
ELIZABETH ANN MCAULAY687,022 0.48
PIERRE GORDON PIERCE COTTER537,050 0.37
JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN
<BEGOVIC FAMILY A/C>500,000 0.35
JANE STEWART DUNN500,000 0.35
ARTHUR HECTOR MCAULAY437,060 0.30
FNZ CUSTODIANS LIMITED <DRP NZ A/C>385,120 0.27
ORRS KAIPARA PHARMACIES LIMITED372,037 0.26
SEAJAY SECURITIES LIMITED314,496 0.22
JEDI INVESTMENTS LIMITED300,0000.21
HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90>287,1760.20
Governance
Shareholder information
70
| GREEN CROSS HEALTH
Shares and shareholding (continued)
Substantial product holders
The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the
Financial Markets Authority Act 2013:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 32.02
CAPE HEALTHCARE LIMITED45,840,983 31.95
WILTON ASSET MANAGEMENT LTD12,585,3708.77
Shareholding spread
Green Cross Health Limited’s shareholding spread as at 31 May 2023 is as follows:
Size of holdingHolders%Securities%
1 - 99935220.9158,1700.11
1,000 - 9,99987451.92,922,9402.04
10,000 - 99,99939323.311,006,6987.67
100,000 - 499,999503.08,873,305 6.19
500,000 - 999,99960.44,069,057 2.84
1,000,000 and over80.5116,430,91981.16
Total1,683100.00143,461,089 100.00
Annual Report 2023 |
71
Governance
Registered office
Green Cross Health Limited
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Telephone: +64 9 571 9080
Board
K Ellis
Independent Chair
J A Bagnall
Non-Executive Director
J B Bolland
Non-Executive Director
C Brockliss
Non-Executive Director
P M Merton
Non-Executive Director
K A Orr
Independent Director
C M Steele
Independent Director
Officers
Rachael Newfield Group CEO
Ben Doshi Group CFO /
Company Secretary
Auditor
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland Central
Auckland 1010
Bankers
Bank of New Zealand
80 Queen Street
Auckland Central
Auckland 1010
Websites
www.greencrosshealth.co.nz
www.housecall.co.nz
www.lifepharmacy.co.nz
www.livingrewards.co.nz
www.pilldrop.co.nz
www.thedoctors.co.nz
www.unichem.co.nz
Investor relations
For investor relations enquiries:
Phone: 09 571 9088
Email: investor.relations@gxh.co.nz
Share registrar
Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Managing your
shareholding online:
To change your address, update
your payment instructions and
to view your registered details
including transactions, please visit:
www.investorcentre.com
General enquiries can be
directed to:
enquiry@computershare.co.nz
Telephone: +64 9 488 8700
Facsimile: + 64 9 488 8787
Please assist our registrar by
quoting your CSN
or shareholder number.
Company directory
Working together
to support healthier
communities
Green Cross Health Ltd
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Private Bag 11906
Ellerslie, Auckland 1542
www.greencrosshealth.co.nz
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.