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Green Cross Health Limited 2023 Annual Report

Annual Report28 June 2023GXHHealthcare

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

52
| 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.

54
| 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

56
| 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.

58
| 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.

60
| 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.

Annual Report 2023 |
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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| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Investment committee

The Committee comprises three independent Directors and two non-independent Directors. The Investment

Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the Group CFO attended as ex-officio members. All Investment Committee members are

financially literate.

The Committee met 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 |
63

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| GREEN CROSS HEALTH

The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).

The Directors holding office during the year ended 31 March 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.