Fletcher Building/Announcement
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Fletcher Building reports FY23 result, final dividend of 16

Full Year Results15 August 2023FBUMaterials

Fletcher Building Limited, Private Bag 92114, Auckland 1142, 810 Great South Road, Penrose, Auckland 1061, New Zealand

Fletcher Building reports FY23 result, final dividend of 16 cps


Auckland, 16 August 2023: Fletcher Building today announced its audited financial results for the

year ended 30 June 2023 (FY23). The company also announced a fully imputed final dividend of

16.0 cents per share.


• Revenue of $8,469 million, compared to $8,498 million in FY22

• EBIT before significant items of $798 million, up 6% from $756 million in FY22

• EBIT margin of 9.4%, compared to 8.9% in FY22

• Net Profit After Tax of $235 million (including significant items of $301 million), compared to

$432 million in FY22

• Return on Funds Employed before significant items 17.1%, compared to 19.3% in FY22

• Cash flows from operations of $388 million, compared to $592 million in FY22

• Fully imputed final dividend 16 cents per share, bringing full-year FY23 dividend to 34 cps


Fletcher Building chief executive Ross Taylor said: “Fletcher Building’s FY23 financial result

continues to build on the progress we have made in both EBIT levels and EBIT margins over the

last several years.


“Despite softer residential markets in New Zealand and Australia, and the major New Zealand

weather events in the second half, Group EBIT before significant items grew by 6% in FY23 to

$798 million. Group EBIT margin of 9.4% in FY23 lifted from 8.9% in FY22, a good performance in

a slowing market. Our return on funds employed (ROFE) remained ahead of target at 17.1%.


“Net profit after tax was $235 million, impacted by significant items charges of $301 million. The

significant items related mainly to additional provisions of $255 million on the New Zealand

International Convention Centre and Hobson Street Hotel (‘NZICC’) project.


“Cash flows from operating activities were $388 million, compared to $592 million in FY22.

Adjusting for tax, funding costs and lease principal repayments, Fletcher Building businesses

generated trading cash flows of $475 million compared to $462 million in FY22. Our balance sheet

remains strong with $1.4 billion liquidity.


“The Board has approved a fully imputed and unfranked final dividend for the year ended 30 June

2023 of 16.0 cents per share to be paid on 5 October 2023. Combined with the 18.0 cents per

share interim dividend, this brings the total dividend to 34.0 cents per share for the FY23 year.


“Looking forward to FY24, we expect some further tightening in our overall volumes and so our

focus remains on strong customer performance, cost control and pricing disciplines across our

businesses. We have shown we are well equipped to continue performing solidly through the

cycle.




Fletcher Building Limited, Private Bag 92114, Auckland 1142, 810 Great South Road, Penrose, Auckland 1061, New Zealand


“We also continue to look beyond the cycle and are now well into our $800 million growth

investment programme for the period FY23-FY26. Identified opportunities have been assessed

against robust criteria including exceeding our ROFE target rates of 15%. These include the

Laminex Taupo wood panels plant, Comfortech insulation, a new Frame & Truss plant, and the

acquisitions of Tumu and Waipapa Timber. These will progressively mature over the coming

couple of years and by FY27 we would expect to see a full run-rate EBIT uplift of approximately

$120 million to our underlying earnings base.


“Our $400 million investment in Winstone Wallboards GIB® plasterboard manufacturing and

distribution facility in Tauranga has now commenced production and will be fully operational by

the end of October 2023. The new plant’s state-of-the-art technology delivers more production

capacity allowing for product innovation and future growth.


“Reflecting on all we’ve accomplished over the past year, I’m pleased with the way our people

have continued to show their resilience, innovative spirit and commitment to supporting our

customers and each other. I also wish to acknowledge and thank our shareholders, customers,

and suppliers for their continued support.”


Authorised by:

Andrew Clarke

Company Secretary


For further information please contact:


MEDIA

Christian May

General Manager – Group Corporate Affairs

+64 21 305 398

Christian.May@fbu.com


INVESTORS AND ANALYSTS

Aleida White

Head of Investor Relations

+64 21 155 8837

Aleida.White@fbu.com

---

Fletcher Building Limited
Fletcher Building

Full Year Results to

30 June 2023

16 August 2023

Important Information
ThispresentationhasbeenpreparedbyFletcherBuildingLimitedanditsgroupofcompanies(“FletcherBuilding”)forinformationalpurposes. Thisdisclaimerappliestothis

documentandtheverbalorwrittencommentsofanypersonpresentingit.

ThispresentationprovidesadditionalcommentontheAnnualReport2023dated16August2023.Assuch,it shouldbereadinconjunctionwithandsubjecttotheexplanations

andviewsgiveninthatdocument.Unlessotherwisespecified,allinformationis fortheyearended30June2023.

Incertainsectionsofthispresentation,FletcherBuildinghaschosentopresentcertainfinancialinformationexclusiveoftheimpactofsignificantitems. A numberofnon-GAAP

financialmeasuresareusedinthispresentationwhichareusedbymanagementtoassesstheperformanceofthebusinessandhavebeenderivedfromFletcherBuilding’sfinancial

statementsforthe12monthsended30June2023.Yo ushouldnotconsideranyofthesestatementsinisolationfrom,orasa substitutefortheinformationprovidedinthe

FinancialStatementsforthe12monthsended30June2023,whichareavailableatwww

.fletcherbuilding.com.

TheinformationinthispresentationhasbeenpreparedbyFletcherBuildingwithduecareandattention,however,neitherFletcherBuildingnoranyofitsdirectors,employees,

shareholdersnoranyotherpersongivenanyrepresentationsorwarranties(eitherexpressorimplied)astotheaccuracyorcompletenessoftheinformationandtothemaximum

extentpermittedbyl a w,nosuchpersonshallhaveanyliabilitywhatsoevertoanypersonforanyloss(including,withoutlimitation,arisingfromanyfaultornegligence)arising

fromthispresentationoranyinformationsuppliedinconnectionwithit.

Thispresentationmaycontainforwardlookingstatements,thatisstatementsrelatedtofuture,notpast,eventsorothermatters. Forwardlookingstatementsmayinclude

statementsregardingourintent,belieforcurrentexpectationsinconnectionwithourfutureoperatingorfinancialperformance,ormarketconditions. Suchforwardlooking

statementsarebasedoncurrentexpectations,estimatesandassumptionsandaresubjecttoa numberofrisksanduncertainties,includingmaterialadverseevents,significantone-

offexpensesandotherunforeseeablecircumstances. Thereisnoassurancethatresultscontemplatedinanyoftheseprojectionsandforwardlookingstatementswillbe

realised. Actualresultsmaydiffermateriallyfromthoseprojected. Exceptasrequiredbyl a w,ortherulesofanyrelevantstockexchangeorlistingauthority,nopersonis underany

obligationtoupdatethispresentationatanytimeafteritsreleaseortoprovidefurtherinformationaboutFletcherBuilding.

Theinformationinthispresentationdoesnotconstitutefinancialproduct,legal,financial,investment,taxoranyotheradviceora recommendation.

Page 2 | Fletcher Building Limited Full Year Results Presentation| © August 2023

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3.OutlookRoss Taylor

FY23 summary
Solid Group EBIT and EBIT margin performance overall

FY23 performance

EBIT $798m, up 6% vs FY22

EBIT margin 9.4%, good performance in a slowing market

Net earnings $235m, includes flagged construction provisions of $255m

ROFE 17.1%, balance sheet strong, solid FY23 trading cash flows of $475m

FY23 final dividend of 16.0 cents per share, fully imputed; total FY23 dividends 34.0 cents per share

Actively positioning for growth in the medium term

Total investment programme $800m+ across FY23-26, of which $308m deployed in FY23

Programme includes WaipapaTimber and Tumu acquisitions, plus organic investments in Laminex wood panels,

Comfortech, PlaceMakers frame & truss, and circular economy, targeting $120m+ full run-rate EBIT growth

Cost base and working capital positioned for a softer FY24 to ensure robust margins and cashflows

Ongoing

Performance

& Growth

Note: EBIT, EBIT margin and ROFE are before significant items

Page 4 | Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 results at a glance
Strong earnings & margin uplift driven by materials & distribution divisions despite softer market & NZ weather events

EBIT Margin (%)

1

Revenue ($b)EBIT

1

($m)

ROFE

1,2

($m)

FY23 trading highlights

8.5

8.5

FY22FY23

Materials & distribution divisionsEBIT up 18% YoY despite market

volumes 5-7% lower in FY23 vs 2H22 peak, effective pricing to

recover 6-7% p.a. input cost inflation. Significant improvement in

Australia, EBIT margin 6.0%

Resi& Devthouse sales solid in a challenging NZ housing market,

margins lower as sales prices compressed. Business remains well-

positioned with homes at lower price points

Construction(ex. NZICC $255m provision) flat FY23 performance

and good-quality order book in place for go-forward business

Group ROFE 17.1%

1. Before significant items

2. Return on Funds Employed (ROFE) is EBIT excluding significant items to average funds (net debt and equity less deferred tax asset)

Note: Measures before significant items are non-GAAP measures used by management to assess the performance of the business & have been derived from

Fletcher Building Limited’s financial statements for the period ended 30 June 2023. Details of significant items can be found in note 2.2 of the financial statements

19.3%

17.1%

FY22FY23

Page 5 | Fletcher Building Limited Full Year Results Presentation| © August 2023

756

798

FY22FY23

8.9%

9.4%

FY22FY23

FY23 results at a glance
Strong 2H23 cash flows after rebuild of land & housing stocks; higher leverage ratio through growth investments

Materials & distribution divisionsstrong trading cash flows

2

of

$720m

Resi& Devtrebuild of land stocks following significant drawdown

in FY21-FY22, housing stocks well-controlled in softer market

Constructionimpacted by $31m legacy cash outflow

Group leverage ratio moves to 1.2x as flagged and at lower end of

1.0x-2.0x target range, driven by growth capex and Resi& Devt

stock rebuild. Leverage expected to increase in FY24 on growth

investments and legacy cash outflows

Balance sheetremains strong: $1.4b liquidity

Leverage (Net Debt/EBITDA

2

)

0.6x

1.2x

FY22FY23

Trading Cash Flow

1

($m)

462

475

FY22FY23

1. Includes lease principal payments, excludes cash tax paid and funding costs paid

2. Before significant items

FY23 trading highlights

Page 6 | Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 results at a glance
Final dividend of 16.0 cents per share declared, fully imputed; total FY23 dividends 34.0 cents per share

Net Earnings of $235m includes Significant Items of $301m (vs

$54m in FY22) mainly related to NZICC construction provision

Net earnings before sig items lower vs FY22 due to improved EBIT

offset by higher funding costs as flagged and higher minority

interests

Final dividend of 16.0 cents per share, fully imputed, to be paid on

5 October 2023

EPS (cps)

Dividend (cps)

60.0

53.5

57.7

30.0

Before sig itemsBasic EPS

FY22FY23

484

432

452

235

Before sig itemsAfter sig items

FY22FY23

Net Earnings ($m)

18.0

18.0

22.0

16.0

FY22FY23

Interim DividendFinal Dividend

40.0

Page 7 | Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading highlights

34.0

Safety & Sustainability
Continued progress as safety culture continues to be embedded; Carbon reduction on track

Safety: good progress continues

Total Recordable Injury

Frequency Rate

1

5.0

3.4

3.1

FY21FY22FY23

1. TRIFR = Total no. of recorded injuries per million hours worked. Does not include Restricted Work Injuries. Excludes Rocla, Tumu & Waipapa

2. Carbon Emissions are ‘000 Tonnes Combined Scope 1 and Scope 2 emissions for Group; Carbon Emissions Intensity = FBU CO

2

Tonnes for every $1m

of revenue. ISO 14064-1; FY18 baseline has been adjusted to account for the divestment of Rocla and the acquisition of Tumu

90%

(903) sites injury free

Sustainability: 30% lower carbon by 2030, net zero by 2050

60%

waste diverted from landfill

1,213

1,021

149

120

-15

5

25

45

65

85

105

125

145

165

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

FY18FY23

Carbon (CO

2

) Emissions&

Intensity

2

Page 8 | Fletcher Building Limited Full Year Results Presentation| © August 2023

12% reduction in TRIFR vs

FY22

86% of our people believe

‘all injuries are preventable’

4,400 Risk Containment

Sweeps

25,000 hours of Power Up

training sessions with

frontline

19% reduction in carbon

intensity & 16% reduction in

carbon emissions since FY18

71% of revenue from products

sold by our manufacturing

businesses is now from

products with sustainability

certifications

c.46% coal substitution with

alternative fuels in cement

operations & solar energy

projects in Australia

CDP A- rating; DJ

Sustainability

TM

Australia Index

member; S&P Sustainability

Yearbook member

Customer: driving customer solutions & services
Net Promoter Score

1

Customer & People

Improved customer performance from better customer service, product quality & range; Employee

engagement uplift

36

40

FY22FY23

1. Net Promoter Score (NPS) measures how satisfied our customers are with our business (excludes the Group JV’s and associates)

2. DIFOT = Delivered In Full On Time

3. Leadership includes all employees that are classified as frontline leaders, leaders of leaders, GMs & CEs

Engagement: focus on continued improvement

Employee Engagement Rating

23

26

FY22FY23

Above average NPS of 40, on

way to target of ≥55

Strong progress through

improved service offerings,

product availability, DIFOT

2

&

product innovation

Focus on competitive

benchmark NPS (customers &

non-customers) will continue

- there remains a large

opportunity to differentiate

Growing online presence &

full suite of omni channel

offerings across Group

c.$0.9b

Page 9 | Fletcher Building Limited Full Year Results Presentation| © August 2023

Improvements made to

parental leave & transition

leave

$6.8 million & 195,000+ hours

invested in dedicated learning

& development

Ta rget i n g eNPS> 40 (global

upper quartile)

Pay parity 95.8%

Women in leadership

improved to 20% in FY23; plans

in place to lift to 30% women

in leadership by FY27

20%

women in leadership

3

FY23 Online Sales

Divisional performance summary
EBIT

1

& margin improvements across most divisions, strong Resiin tough market

EBIT

1

Margin

14.4%

FY22: 14.1%

7.7%

FY22: 7.7%

14.9%

FY22: 13.2%

6.0%

FY22: 4.0%

2.4%

FY22: 1.8%

24.2%

FY22: 31.4%

Distribution

Building

Products

2

Concrete

2

Construction

3

Residential and

Development

Australia

Division

1. Before significant items

2. FY22 restated for Humes which was moved from Building Products to Concrete

3. Construction EBIT before significant items is prior to elimination of intra-group margin on the construction of WWB plant at Taurikoof $6m in

FY23 and $14m in FY22

EBIT

1

$156m

FY22: $146m

$141m

FY22: $137m

$215m

FY22: $192m

$180m

FY22: $113m

$32m

FY22: $28m

$147m

FY22: $217m

Building Products, Distributionand Concretesolid operational

performance in softening resimarket, but commercial &

infrastructure robust; good recovery of inflation through price,

digital sales higher

AustraliaEBIT up 59%, significant EBIT margin uplift to 6.0%

through higher margin category & customer focus incldigital

strategy; 2H23 softening resimarket

Residential & DevelopmentEBIT good performance in softer

housing market & lower Ind DevtEBIT; housing sales 617 units vs

670 units in FY22

Construction: Good performance from BPC but Higgins lower;

quality $2.5b order book plus additional $1.8b preferred. Three

legacy roads opened in FY23

Page 10| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading highlights

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3.OutlookRoss Taylor

Income Statement
EBIT

1

improvement from materials & distribution more than offsetting lower Resi& Devt earnings

Income statement

NZ$m

Jun 2022

12 months

Jun 2023

12 monthsVar

Revenue8,4988,4690%

EBITDA1,1061,1565%

EBIT before significant items7567986%

Significant items(54)(301)NM

EBIT702497(29%)

Lease interest expense(58)(60)3%

Funding costs(46)(94)104%

Tax expense(159)(89)NM

Non-controlling interests(7)(19)NM

Net earnings432235(46%)

Basic earnings per share before sig items (cents)60.057.7(4%)

Basic earningsper share (cents)53.530.0(44%)

Dividends per share (cents)40.034.0

EBIT

1

growth ahead of revenue reflects solid performance in a

softer resimarket & significant NZ weather events in H2

Trading and business interruption losses from weather events

included in EBIT before significant items. Property & equipment

damage costs taken to significant items.

Input cost inflation remained elevated, average 6-7% vs. FY22,

mainly raw materials, freight, labour. Offset by good pricing, GM%

up 170bps vs FY22 in the materials & distribution divisions

Significant items: primarily from $255m increased costs to

complete complex NZICC rebuild, also includes $16m fund related

to the Iplex Australia Pro-fit pipes matter

Funding costs $94m on higher borrowings & interest costs as

flagged

Tax expense lower due to impact of sig items

1. Before significant items

Page 12| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 income statement

EBIT margin uplift despite softening market
Continued focus on operational performance delivering solid outcomes

6.6%

4.5%

8.0%

8.3%

9.4%

FY19FY20FY21FY22FY23

EBIT

1

Margin: Materials & Distribution Divisions

EBIT

1

Margin: Group

7.2%

2.2%

8.2%

8.9%

9.4%

FY19FY20FY21FY22FY23

Page 13| Fletcher Building Limited Full Year Results Presentation| © August 2023

1. Before significant items

2. FY20 includes significant impact of COVID-19

Materials & distribution divisions sustained EBIT margin

improvement since FY19. FY23 margin up 110bps vs FY22 to 9.4%

through:

Effective pricing

Higher sales through digital (lower cost to serve)

Gaining share in higher margin segments

Investments in improved customer service & solutions also evident

in Net Promoter Score improvement

Resi& Devtmargin lower in FY23 as flagged on lower NZ house

prices and higher build costs. Fletcher Residential margin (i.e. excl.

Ind. Devt) of 20% in FY23 vs. 28% in FY22

FY23 EBIT

1

Margin

2

2

Cash flow
Solid trading cash flows particularly in materials & distribution divisions

Cash flow

NZ$m

Jun 2022

12 months

Jun 2023

12 months

EBIT before significant items756798

Depreciation and amortisation350358

Lease principal payments and lease interest paid(244)(256)

Provisions and other(11)(58)

Trading cash flow before working capital movements851842

Working capital movements excl. legacy projects(326)(294)

Trading cash flow excluding legacy & significant items525548

Legacy projects cash flow(35)(31)

Significant items cash flow(28)(42)

Trading cash flow462475

Add: lease principal repayments186196

Less: cash tax paid(13)(191)

Less: funding costs paid(43)(92)

Cash flows from operating activities592388

Materials & distribution divisions: strong trading cash flows

1

of

$720m vs $450m in FY22 with higher earnings & inventory

reduction (resilience stock-build in FY22)

Resi& Devt: trading cash outflow of $107m due to settlement of

land contracted in prior periods, limited new purchases in FY23

Legacy projects cash outflow driven by roading projects, NZICC

cash neutral in FY23 from receipt of CWI

2

insurance proceeds

Significant items cash outflows included $10m transition costs in

WWB for the move to the new Ta u r i koplant

Cash tax payments recommenced in NZ at end FY22 so increased

from $13m paid in FY22 to $191m paid in FY23, as flagged

Page 14| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 cash flows

1. Before significant items

2. CWI = Contracts Works Insurance

Cash flow working capital movements
NZ$m

Jun 2023

12 months

Materials and Distribution Divisions

•Debtors34

•Inventories21

•Creditors(96)

Materials and Distribution Divisions(41)

Residential and Development(240)

Construction excluding legacy projects(13)

Cash flow working capital movements excl. legacy(294)

Working Capital

Land & housing stocks rebuild in Resi& Devt, inventories balanced, customer collections tightly controlled

Materials & distribution divisions:

Debtors well-controlled in softening market, debtor days

increased by <1 day vs. FY22

Inventory reduction following resilience stock build in FY21-22

Creditor balances were elevated through FY22 on resilience

stock purchases; balances now returning to more normal

levels; no change in underlying supplier credit terms

Resi& Devtrebuild of land stocks (c.$235m) from prior land

commitments, housing inventories well-controlled. Market

valuation of land at Jun-23 c.$330m higher than book value

Construction good cash generation in BPC offset by unwind of

advance payments in Higgins

Page 15| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 working capital

Construction legacy projects
Material cash outflow in FY24 on NZICC & P2W will also impact cash tax payments

Actual & ForecastFCC Legacy Project Cash Flows ($m)

Buildings: NZICC cash outflows $105m higher (impact of $70m in

FY24, $35m in FY25) in line with additional provision announced on

8 Aug 2023. Third Party Liability recoveries will be pursued, but

these are now excluded from the cash flow forecast. Contracts

Works Insurance revenue to go of c.$100m & BAU revenue of $50m

included in forecast

Infrastructure: outflows relate mainly to completion of Pūhoito

Warkworth(P2W) ahead of assumed claims settlement no earlier

than FY25. Final FY23 cash flows on P2W were c.$20m favourable to

prior forecast, offset by c.$20m higher outflow in FY24 (i.e. timing

difference)

FY24 phasing: legacy cash outflows in FY24 are H1 weighted due to

timing of NZICC fire reinstatement and remaining P2W works.

Expect c$275m outflow in H1

Cash tax impact: all legacy cash flows shown here are pre-tax. The

Group expects these outflows to materially reduce its FY24 cash tax

payments, which are likely to be in a range of $30m to $50m

11

(300)

(42)

(65)

c.90

FY23FY24FFY25F

BuildingsInfrastructureClaim Recoveries

Page 16| Fletcher Building Limited Full Year Results Presentation| © August 2023

Iplex AU Pro-fit Pipes
Update on product quality complaints received in Western Australia

Iplex Australia (Iplex AU) has received product quality complaints relating to a hot-and cold-water polybutylene pipe, Pro-fit,that it previously

manufactured and sold. The Pro-fit product was sold only in Australia. Iplex AU ceased the sale of Pro-fit in mid-2022

Currently c.1,500 of the c.15,000 houses built in Western Australia (WA) using Pro-fit in the period mid-2017 to mid-2022 have experienced leaks. The

product was installed into an equivalent number of homes outside WA, but no abnormal leak patterns have been recorded in those other States

In April 2023, we announced a provision for this matter of A$15 million to cover expected costs through FY23-FY24 of repairs andreplacement work. We

did this to support our customers and homeowners on a “no faults” basis. To date, c.200 home repairs have been supported through our fund

The WA building regulator (DMIRS) has informed Iplex AU that it has identified concerns regarding the Pro-fit manufacturing process; the results of DMIRS’

investigations and the basis for its statements have not been provided to Iplex AU. On 10 August 2023 DMIRS advised that it hadreferred the matter to

the ACCC, which is expected to undertake its own investigation

Iplex AU has been doing its own extensive testing and quality assurance reviews, considering a range of factors which may be relevant to determining root

cause. At this time, the work that Iplex AU has undertaken or commissioned does not identify a manufacturing defect

The extent to which Iplex AU is ultimately held to have any responsibility and the impact that may have on the Group is not ableto be established at this

time. This could be a material impact and will depend on resolution of several matters, including: determination of root cause(s) and allocation of

responsibility; type and scale of remediation required; any losses suffered by third parties; if and how any relevant insurance policies respond; and time

frames over which payments may be required. Iplex AU will continue to work with relevant stakeholders on an appropriate path forward

Page 17| Fletcher Building Limited Full Year Results Presentation| © August 2023

Capex
Base capex well-controlled, above base investments underway to deliver growth opportunities

Capex and Investments

NZ$m

Jun 2022

12 months

Jun 2023

12 months

Base capex213230

Above Base: WWB new plant15690

Above Base: growth capex & investments35308

Less: Proceeds on disposal of PPE(7)(6)

Net Capex397622

Other Capex: Vivid Living-19

Total Capex and Investments397641

Base capex includes maintenance spend, manufacturing

automation improvements, ERP improvements, data & analytics

and customer-facing eCommerce tools; and focus on cost & carbon

emissions reduction; well-controlled at c.$200-$250m p.a.

‘Above Base’ capex and investments – FY23

WWB plant – project on time & budget, now commissioning

Growth – FY23 investments progressed on Laminex Taupo

wood panels plant, Comfortech, new Frame & Truss site, plus

Tumu, Waipapaand circular economy

‘Above Base’ capex and investments – looking ahead to FY24

c.$250m growth capex

c.$30m for final phase of WWB plant

Page 18| Fletcher Building Limited Full Year Results Presentation| © August 2023

Investment focus

Net debt
Investment initiatives underway, returns to shareholders and tax payments prominent features of FY23

1. Other includes: Significant items trading cash $42m, Treasury shares $13m, FX/Hedging adjustment $(7m) & Net minority contribution $(24m)

2. Trading cash flow before working capital movements

Net Debt: Jun 22 to Jun 23 (NZ$m)

670

1,412

21

842

240

44

62

92

641

191

311

24

Net Debt

Jun-22

Inventory -

Manufacturing

& Distribution

Resi & Dev't

Working

Capital

Construction

Working

Capital

Other

Working

Capital

Funding

Costs

Net

Capex &

Investments

Tax paidDividendOtherTrading

Cash

Net Debt

Jun-23

1

2

Page 19| Fletcher Building Limited Full Year Results Presentation| © August 2023

Leverage
Increased to lower end of target range as flagged, balance sheet continues to be in a strong position

Leverage (Net Debt / EBITDA

1

)

0.6x

1.2x

FY22FY23

Target range

2.0x

1.0x

Group leverage higher at FY23 due to growth investments and Resi

& Devt– as flagged

Strong balance sheet supports ongoing ‘Above Base’ growth

projects

Expect investments in growth initiatives & FCC legacy cash

outflows to lift the leverage ratio through FY24 but continue to

remain within the Group’s target 1.0x-2.0x range

1. Before significant items

Page 20| Fletcher Building Limited Full Year Results Presentation| © August 2023

Leverage and Balance Sheet

Funding
Group is well-funded and has strong liquidity of $1.4b

Undrawn credit lines of $1,014m and cash on hand of $365m as at

30 Jun 23; total liquidity of $1.4b

Bank facility of NZD$300m establishedin Jun 23 strengthening

liquidity position

Group gearing (after hedging) 27.8% at 30 Jun 23, compared with

28.3% at 31 Dec 22

Average maturity 3.1 years; average interest rate on debt is 5.7%

FY24F funding costs expected to be c.$140-150m

Debt maturity profile ($m)

Debt facilities and drawings

NZ$m

Facilities

30 Jun 23

Drawings

30 Jun 23

Bank Loans1,960946

USPP458458

Capital Notes343343

Other3030

To t a l2,7911,777

280

69

93

849

78

80

55

90

40

249

209

300

735

325

600

FY24FY25FY26FY27FY28+

Capital NotesUSPPBank LoansOther

380

664

Page 21| Fletcher Building Limited Full Year Results Presentation| © August 2023

805

Dividend
Final dividend of 16.0 cents per share

1.Pay-out ratio is expressed as a percentage of Net Earnings excluding Significant Items. policy to pay dividends in the range of 50% to 75% of

net earnings before significant items and having regard to available cash flow.

2. Dividend Reinvestment Plan will not be operative for this dividend

FY23 full-year dividend of 34 cps is a 59% pay-out ratio

1

Reflects a solid FY23 earnings result, while also having regard to the

expected cash-flow impact of the FCC legacy projects

FY23 final dividend fully imputed for NZ taxation purposes

Dividend reinvestment plan will not be active for this dividend

Final dividend to be paid on 5 October 2023

2

The Company continues to target a sustainable dividend pay-out in

the range of 50% to 75% of net earnings before significant items and

having regard to available cash flows

Due to lower cash tax payments in FY24, the Company does not

expect to be in a position to impute the interim FY24 dividend

18.0 18.0

22.0

16.0

FY22FY23

Interim DividendFinal Dividend

Dividend (cps)

Page 22| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 dividend

40.0

34.0

Fletcher Building Limited
Agenda

1. ResultsOverviewRoss Taylor

2.Financial ResultsBevan McKenzie

3.OutlookRoss Taylor

Outlook
Well positioned for cycle, disciplines & culture driving performance, with clear pathway for growth

Solid FY23 delivered in softer trading conditions

Construction legacy nearing completion, some risk to manage

FY24:

Materials & Distribution focus on preserving operational gains as market reverts to mid-cycle levels, volumes c.8% below FY23

NZ resimarket shows signs of stabilising, average YoY margins in Resilikely to contract in FY24, maintain control of funds invested

Construction go-forward business focused on strong operational disciplines and building on the high-quality order book

Medium-term outlook remains positive, all sectors supported by macro tailwinds

Strategic focus shifting from cost / efficiency to top-line growth, especially investment in adjacencies, improved customer service &

solutions and people focus

Balance sheet in good shape to support $800m+ committed growth investment

Pipeline of further growth opportunities available once we have certainty of cycle

Page 24| Fletcher Building Limited Full Year Results Presentation| © August 2023

Fletcher Building Limited
Appendix

1. Before significant items
Building Products

FY23 results: delivery of new products, continued capex investment & margin performance improvement

EBIT Margin (%)

1

EBIT ($m)

1

Revenue down 1%: softening 2H23 resimarket& persistent wet

weather; focus on customer offerings and effective price

disciplines

EBIT up 12% with EBIT margin up 170bps to 14.9%:strong price

and cost focus given sustained inflationary pressure on input costs,

espgypsum, paper, resin and freight partly offset by lower utility

costs

New products include Superbatts® glasswool insulation range for

new H1 Building Code reg. change, new PVC-O technology and

Restrain manufacturing in plastic pipes, Laminates new wood

veneer emulation product and PCC switched to lower carbon infra-

red ovens

Strong trading cash flows as stock levels normalised

192

215

FY22FY23

13.2%

14.9%

FY22FY23

1,458

1,443

FY22FY23

Gross Revenue ($m)

110

172

FY22FY23

Trading cash flow ($m)

Page 26| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading performance

Distribution
FY23 results: return to more normal trading conditions

1. Before significant items

EBIT ($m)

1

137

141

FY22FY23

EBIT Margin (%)

1

7.7%7.7%

FY22FY23

1,789

1,824

FY22FY23

Gross Revenue ($m)

70

185

FY22FY23

Trading cash flow ($m)

Revenue up 2%: improved pricing & sales disciplines, customer

centricity focus with sales capability enhanced and rollout of Sales

& Service Transformation in PlaceMakers®

EBIT up 3% with stable EBIT margin of 7.7%:ongoing operational

efficiency focus, incl. Regional Hub expansion programme offset

labour, property & supply chain inflation impacts

Tumu® stores and frame & truss facility included from Sep-22 ($9m

EBIT); new PlaceMakers stores in Dunedin & Winton, new Mico

branches in Mangawhai& Kaitāia; Mico®’snew Trade Portal &

Customer App launched

Trading cash flow strong: effective working capital management,

reduced inventory levels from improvements in supply chain

reliability & optimisation of inventory levels; customer cash

collection tightly controlled

Page 27| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading performance

1. Before significant items
Concrete

FY23 results: strong performance despite softening resimarket, inflation & weather events

EBIT Margin (%)

1

EBIT ($m)

1

146

156

FY22FY23

14.1%

14.4%

FY22FY23

Gross Revenue ($m)

1,033

1,085

FY22FY23

172

156

FY22FY23

Trading cash flow ($m)

Revenue up 5%: commercial & infra. market supportive but

softening resimarket & wet weather

EBIT up 7% and EBIT margin of 14.4%: continued price discipline as

input cost (coal, diesel & freight) inflation remained elevated

Continued focus on market leading solutions: egFirth® HotEdge®;

circular economy focus (recycled & reused >100k tonnes of waste

across alternative fuels & raw materials, clinker substitution, and

demolition waste recycling); and new Golden Bay® customer portal

(real-time, on-demand access to manage orders, delivery &

fulfilment)

Urban Quarry® acquisition completed in April 2023

Trading cash flow strong but lower than FY22 (key raw material

purchase phasing); working capital tightly managed

Page 28| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading performance

EBIT Margin (%)
1

EBIT ($m)

1

Australia

FY23 results: higher margin category & customer focus through enhanced product offerings & digital

4.0%

6.0%

FY22FY23

Gross Revenue ($m)

2,806

3,016

FY22FY23

Trading cash flow ($m)

80

177

FY22FY23

113

180

FY22FY23

Revenue up 7%: supportive civil market, but softening 2H23 resi. &

A&A sector; strong pricing discipline, core product range & new

product offerings and digital enhancements

EBIT up 59%, margin improved to 6.0%: significant 1H23 input

(steel, resin, freight & labour) cost inflation eased in 2H23

Focus on customer solutions & margin-accretive segments:

digital sales now 15% of total divisional revenue;

new products e.g. Laminex® Surround & Fletcher Insulation®

Firmasoft®;

focus on improving DIFOTIS; and

share growth in higher margin segments –e.g. Stramit sheds

and doors, Laminex® decorative, and the bathroom category

for Oliveri®

Trading cash flows reflected inventory investment unwind & tight

debtor controls

1. Before significant items

Page 29| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading performance

1. Before significant items
2. FY23 $915m funds balance: $601m housing land (at cost), $300m housing WIP, $76m industrial development land, $(62m) other

Residential and Development

FY23 results: lower house sales but solid result in challenging market

20.2%

FY22FY23

ResiTotal EBIT Margin

169

112

48

35

FY22FY23

ResiInd. Dev't

EBIT Margin (%)

1

EBIT ($m)

1

27.6%

24.2%

Funds employed ($m)

2

651

915

264

FY22Land &

Housing WIP

FY23

692

607

FY22FY23

Gross Revenue ($m)

Revenue down 12% with lower sales, prices and Industrial

Development. In Residential: 617 unit sales (vs. 670 in FY22), solid

performance in challenging housing market from increased interest

rates but product in deepest part of market

Residential EBIT $112m; margins lower on increase in build cost

however still above target 15%-20% range

Industrial Development EBIT $35m: large Auckland site sale vs 2

significant Australia site sales in FY22

Funds employed increase reflects settlement of $235m land from

prior commitments, housing WIP well-controlled

Land pipeline c.4,800 lots (c.3,100 residential lots & two rural

properties on balance sheet, c.1,400 units under unconditional

contracts & c.300 units under conditional contracts)

217

147

31.4%

Page 30| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading performance

1. Before elimination of the construction of WWB plant at Tauriko; intra-group EBIT was $14m in FY22 and $6m in FY23
2. Before significant items

Construction

FY23 results: three roads opened, good BPC but weather impacts, espin Higgins

EBIT Margin (%)

1,2

EBIT ($m)

1,2

Revenue down 16%: reduced volume of work on legacy roading &

vertical build

EBIT $32m: BPC performed well; while Higgins lower due to

weather events, low margin on maintenance work & execution on

small projects

Legacy projects ($0.3b revenue to go):

Hamilton City Edge, PekaPekato Ōtaki and Pūhoito

Warkworthroads opened

$255m cost provision for additional costs on NZICC; work

continues with completion forecast for late 2024

Division trading cash outflow of $26m: legacy projects $31m

outflow, partly offset by $5m inflows on non-legacy

$2.5b orderbook & additional $1.8b preferred status, lower risk

infrastructure alliance projects & framework agreements

28

32

FY22FY23

1.8%

2.4%

FY22FY23

Gross Revenue

1

($m)

1,573

1,325

FY22FY23

(24)

(26)

FY22FY23

Trading cash flow

1

($m)

Page 31| Fletcher Building Limited Full Year Results Presentation| © August 2023

FY23 trading performance

Divisional revenue exposure and FB revenue by market
Resi, 46%Com, 33%Infra, 21%

Resi, 73%Com, 27%

Resi, 43%Com, 27%Infra, 30%

Resi, 61%Com, 27%

Infra,

12%

33%

17%17%

20%

9%

4%

NZ

Residential

NZ

Commercial

NZ

Infrastructure

AU

Infrastructure

AU

Commercial

AU

Residential

Total FB Revenue by Market (%)

Divisional Revenue Exposure by Sector

Distribution

Building

Products

Concrete

Australia

Page 32| Fletcher Building Limited Full Year Results Presentation| © August 2023

---

Annual Report 2023
Fletcher Building Limited

PlaceMakers customer and home renovation specialist Al
Wilkinson of Craftsman Builders checks against their online

order with driver Manpreet Singh.

Fletcher Building Limited Annual Report 2023

2

2

Fletcher Building Limited Annual Report 2022

Our Year
04 We are Fletcher Building

05 At a Glance

06 Chair’s Report

07 CEO’s Report

09 Building an enduring sustainable business

10 Zero injuries, every day

12 Frontline safety profile

14 Lower carbon cement and concrete

16 Customer-centric digital solutions

18 Driving sustainable business growth

20 Winstone Wallboards new GIB plant

26 Sustainability

30 Digging in for our communities

34 Our People

36 Growing a pipeline of female talent

38 Embracing cultural diversity

Performance

42 Group Performance

44 Group Overview

48 Building Products

50 Distribution

52 Concrete

54 Australia

56 Residential and Development

58 Construction

Governance

62 Board and Executive Team

66 Corporate Governance

79 Sustainability Materiality

and Methodology

83 Remuneration Report

Financial Report

100 Trend Statement

101 Financial Statements

107 Notes to the Financial Statements

154 Independent Auditor’s Report

Other Disclosures

158 Statutory Disclosures

166 Corporate Directory

Contents

Welcome to our FY23 Annual Report, which describes our business operations, approach to doing business

and performance for the year. As with our previous reports, we have included commentary on our strategy,

governance, environmental and social performance of our business alongside our financial results.

We welcome questions, comments or suggestions about this report to investor.relations@fbu.com.

This report and our previous reports and presentations are available at fletcherbuilding.com.

This Annual Report is dated 16 August 2023

and is signed on behalf of the Board by:

Throughout this annual report there

are QR codes that you can scan with

your mobile phone camera to view

additional online material.

Front cover: Project Director Stewart

Vaughan with Distribution site

coordinator Keri Wyrill oversee final

touches made as the new Winstone

Wallboards® facility at Tauriko, Bay

of Plenty as it gets set to begin

shipping GIB® plasterboard.

Fletcher Building Limited Annual Report 2023

3

Welcome to the interactive PDF. For the best experience,

use Adobe Acrobat Reader. Click on the sections above

to go to the desired pages. To go back to the contents,

click on the

CONTENTS

menu button on the top right

of each page. The financial statements, notes, and

references are also clickable for your convenience.

Throughout this annual

report there are QR

codes that you can scan

with your mobile phone

camera to view additional

online material.

Front cover: Project

Director, Stewart Vaughan,

with Distribution site

coordinator, Keri Wyrill,

oversee final touches

made at the new Winstone

Wallboards® facility,

Tauriko, Bay of Plenty as it

gets set to begin shipping

GIB® plasterboard.

Fletcher Building Limited Annual Report 2023
4

We are

Fletcher

Building

(1) Measures before significant items are non-GAAP measures used by management to assess

the performance of the Group and have been derived from Fletcher Building’s consolidated

financial statements for the year ended 30 June 2023.

(2) Total Recordable Injury Frequency Rate. Total number of recorded injuries per million hours

worked. Does not include Restricted Work Injuries. Excludes Rocla®, Tumu® and Waipapa.

(3) Net Promoter Score measures how satisfied our customers are with our business; excludes

Altus and the Construction division.

(4) Combined Scope 1 and Scope 2 emissions reduction for the Group. Refer to page 26 for

further details.

Fletcher Building is a significant manufacturer,

retailer, home builder and partner on major

construction and infrastructure projects. Spanning

the full value chain, we operate diversified

businesses across our core markets of New Zealand

and Australia, from resource extraction, product

manufacturing and distribution through to property

development and infrastructure construction.

Our purpose, ‘improving the world around us

through smart thinking, simply delivered’ is

focused on accessing the best ideas from around

the world, or through innovating in our own right,

and bringing them to market in ways that make

our customers’ lives easier. As a business, we are

decarbonising, recycling, minimising waste and

continually innovating to produce better, more

sustainable products and homes. In doing so, we

are building better environments for our customers

and communities, and a more sustainable future

for generations to come.

Fletcher Building is dual listed on the NZX and

ASX, and operates through six divisions – Building

Products, Distribution, Concrete, Australia,

Residential and Development and Construction.

3.1

Safety TRIFR

(2)

2022 3.4

40

Customer NPS

(3)

2022 36

reduction from

FY18 baseline year

Carbon

emissions

(4)

26

16%

Employee eNPS

2022 23

14,900+
People in New Zealand,

Australia and the South Pacific

980

Operating sites

34.0¢

2022 40.0¢

Total dividend

At a glance

30.0¢

Earnings per share

2022 53.5¢

2022 $756m

$

798m

EBIT before

significant items

(1)

$

8,469m

Revenue

2022 $8,498m

$

388m

Cash flows from

operating activities

2022 $592m

Net earnings – reported

2022 $432m

$

235m

1.2x

Leverage ratio

(net debt/EBITDA)

2022 0.6x

2022 8.9%

9.4%

EBIT margin before

significant items

(1)

Fletcher Building Limited Annual Report 2023

5

Chair’s Report
During the year, the Board oversaw the implementation of a

more ambitious sustainability strategy and targets which are

outlined in this report. We have committed to become a net

zero business by 2050. We also have targets to derive 75% of

the revenue from products made or sold by our manufacturing

businesses from sustainably certified products and to divert

70% of our waste from landfill by FY26.

Further enhancing our safety performance remains a key

priority as we target our long-term goal of zero serious injuries

and 100% of our sites being injury free.

We are also prioritising building an inclusive culture and

on cultivating a better gender and ethnicity balance in

leadership. As a demonstration of our commitment, we are

aiming to achieve 30% female representation in leadership

roles by FY27. These initiatives are ambitious, but we believe

that as an industry leader, we can have a direct influence in

addressing these gaps.

We are making good progress in enhancing our digital

capabilities across the Group, growing our online presence

and services to deliver better experiences for our customers

and more personalised data-led insights.

It is pleasing to see the performance culture that is becoming

embedded to deliver long-term sustainable performance

across both financial and non-financial metrics. Importantly,

this focus is aligned to driving meaningful outcomes for our

people and customers.

On governance, we appointed Sandra Dodds as a non-

executive director of the Company effective 1 September

2023. With over thirty years’ experience in senior executive

and board roles, Sandra brings strong leadership skills,

relevant industry experience, commercial acumen and

governance expertise to the Board. We also increased the

minimum share ownership by directors as well as reducing the

Nominations Committee to a subset of the Board, comprising

three members.

Continued enhancements were made to remuneration as

outlined in the Remuneration Report. Given the improvement

of our safety performance and maturity, with TRIFR at record

low levels and nearing global best, we reviewed our approach

to safety in the STI plan, so that it aligns to our strategic

approach.

As a Board we remain focused on our core responsibilities to

ensure Fletcher Building has the right strategy and execution,

talent and risk management to deliver value in the near- and

longer-term. While we are anticipating a tougher market in

FY24, we have a good operational cadence which positions

us well for through-the-cycle performance and the growth

investments we are making will further enhance the strength

and earnings of our business. Notwithstanding the risks

related to the Construction legacy projects and the Iplex

Australia Pro-fit pipes matter, as outlined in the CEO’s Report,

we are confident about the pathway Fletcher Building is on

which strongly positions the organisation for the future, both

in New Zealand and Australia.

I would like to express my gratitude, on behalf of the Board,

to our people across the Group for their commitment and

efforts to deliver another successful year. We also thank our

shareholders for your continued support.


Bruce Hassall

Chair

Dear Shareholders

I am pleased to introduce Fletcher Building’s Annual Report

for FY23. Fletcher Building successfully continues to execute

its strategy with the delivery of another strong year. In a

rapidly changing environment, we continue to be guided by

our purpose of 'improving the world around us through smart

thinking, simply delivered'. Our purpose connects the different

parts of our business and demonstrates how the work we do

can make a positive impact on the people and communities

around us.

In a slowing residential market, the Group held revenue flat

and delivered further improved year-on-year underlying profit

and margins while return on funds employed remained ahead

of target. Net earnings attributable to shareholders was $235

million compared to $432 million in FY22. This included $255

million additional construction provisions relating to the New

Zealand International Convention Centre and Hobson Street

Hotel (‘NZICC’). Despite good progress on the site, these

provisions reflect the significant complexity of the rebuild

and where costs are expected to exceed insurance proceeds.

The Company will continue to pursue its rights to recovery

under the Third Party Liability ('TPL') policy. This is in addition

to an amount recoverable from the Contract Works Insurance.

NZICC is Fletcher Construction’s last project in the vertical

sector, as a decision to fully exit this sector was made in 2021.

The Board is focused on seeing the project to completion

whilst remaining focused on driving the continued success of

our overall Group strategy.

Significantly, approximately $640 million was strategically

invested back into the business during the year. This included

the construction of the new Winstone Wallboards plant at

Tauriko, growth investments such as the acquisitions of

Waipapa Timber in Northland and Tumu stores in the Hawke's

Bay, the commencement of organic investments into a new

Laminex panels plant in Taupō and land acquired for our new

frame & truss operations in Auckland. Additional investments

are focused on developing more sustainable building solutions

for our customers along with circular initiatives that focus on

reducing waste.

Against this backdrop, the Board was pleased to approve a

final dividend for the year ended 30 June 2023 of 16.0 cents

per share (fully imputed and unfranked) to be paid on 5

October 2023. Combined with the 18.0 cents per share interim

dividend, this brings the total dividend to 34.0 cents per share

for FY23. This is in line with the policy to pay dividends in the

range of 50% to 75% of net earnings before significant items

and having regard to available cash flow.

Bruce Hassall, Chair

Fletcher Building Limited Annual Report 2023

6

operational by the end of October 2023. The new plant’s
state-of-the-art technology, delivers more production capacity

allowing for product innovation and future growth.

Underpinning our financial performance is our commitment to

raising the bar across all our non-financial goals; safety, people

engagement, customer experience and the sustainability of

our business and activities.

Our people’s commitment to workplace safety achieved a 12%

improvement in Total Recordable Injury Frequency Rate (TRIFR)

from 3.4 to 3.1 and 90% of sites were injury free over the year.

People engagement lifted again in FY23, and we received an

employee Net Promoter Score (eNPS) of 26 which is in line with

the global median. The feedback we collected from our people

in the engagement survey will support our efforts to make

Fletcher Building an even better place to work.

Improved service offerings, product availability, commitment

to delivery in full, on time (DIFOT) and product innovation

contributed to a 4 point lift in our customer Net Promoter

Score (NPS) to 40 in FY23.

We continue to make good progress on decarbonising our

operations and products with our combined scope 1 and 2

emissions of 1.021 Mt CO2e in FY23. This was 4% lower than

FY22, and 16% lower than our FY18 baseline year.

The majority of our Construction legacy projects are now

nearing conclusion. The opening of the Ara Tūhono – Pūhoi to

Warkworth motorway to vehicles in June 2023 was a significant

step towards this. While the need to take further provisions

through the year on the NZICC project was very disappointing,

the project continues to move closer to final completion.

We expect all carpark levels and the Hotel component to

be complete through this year and the overall project to be

completed by December 2024.

We have acknowledged that Iplex Australia has received a

number of product quality complaints in Western Australia

relating to polybutylene hot and cold-water pipe product it

manufactured under the name "Pro-fit". While Iplex Australia

has not yet determined the cause of the problem, we also

acknowledge the frustration and inconvenience impacted

homeowners have been facing. In April we established a

A$15 million fund to provide financial support to builders

and plumbers to repair leaks and damage and replace pipes,

while gathering data to understand causation. Iplex Australia

continues to focus on a resolution for all stakeholders.

Looking forward to FY24, we expect some further tightening

in our overall volumes and so our focus remains on strong

customer performance, cost control and pricing disciplines

across our businesses. We have shown we are well equipped

to continue performing solidly through the cycle.

Reflecting on all we’ve accomplished over the past year, I’m

pleased with the way our people have continued to show their

resilience, innovative spirit and commitment to supporting our

customers and each other. I also wish to extend once again

my thanks to our shareholders, customers, and suppliers. I

look forward to connecting you with further updates on our

progress in FY24.

Ross Taylor

CEO

Fletcher Building’s FY23 financial result continues to build

on the progress we have made in both EBIT levels and EBIT

margins over the last several years.

Despite softer residential markets in New Zealand and Australia

and the major New Zealand weather events in the second

half of FY23, Group revenue for the year was $8,469 million

compared to $8,498 million in FY22 and EBIT before significant

items was $798 million, up 6% from $756 million in FY22.

Group EBIT margin of 9.4% in FY23 lifted from 8.9% in FY22

which was a good performance in a slowing market where

overall FY23 volumes fell 5% to 7% below the 2H22 peak. Our

New Zealand residential business sold 617 homes in FY23,

while this was less than the prior year, it was a strong result in

a challenging market. Our return on funds employed (ROFE)

remained ahead of target at 17.1%.

Net profit after tax was $235 million, after adjusting for

significant items of $301 million. This included the additional

Construction provisions of $255 million, which relates to the

NZICC project.

Cash flows from operating activities were $388 million,

compared to $592 million in FY22. Adjusting for tax, funding

costs and lease principal repayments, Fletcher Building

businesses generated trading cash flows of $475 million

compared to $462 million in FY22. Our balance sheet remains

strong with $1.4 billion liquidity.

Importantly, we continue to look forward and are focused

on positioning the business for growth in the medium

term. We are now well into our $800 million investment

programme in a number of opportunities across our markets

and businesses. Projects commenced in FY23 include

the expansion of Laminex New Zealand’s Taupō plant,

the expansion of our insulation plant in Auckland, and the

commitment to grow and automate our Auckland frame &

truss operation. The acquisition of Northland’s Waipapa Pine

Limited and Renewable Fuels Limited (‘Waipapa’) has seen us

establish a new Wood Products business and we increased

our distribution network in the lower North Island through

the purchase of six Tumu building supply stores and a frame

& truss plant. All growth opportunities have been assessed

against robust criteria including exceeding our ROFE target

rates of 15%. These will progressively mature over the coming

couple of years and by FY27 we would expect to see a full run-

rate EBIT uplift of approximately $120 million to our underlying

earnings base.

Our $400 million investment in Winstone Wallboards GIB

plasterboard manufacturing and distribution facility in Tauriko,

Tauranga has now commenced production and will be fully

CEO’s Report

Ross Taylor, CEO

Fletcher Building Limited Annual Report 2023

7

General manager, Mike Arthur,
and HR advisor, Joyce Lau, inspect

stock at Laminex® New Zealand

distribution centre in Penrose.

Fletcher Building Limited Annual Report 2023

8

Building an enduring
sustainable business

We are confident the New Zealand and Australian building sectors provide an attractive environment to invest and continue

growing our business. We work within stable economic and political environments, and our relative isolation combined with

our deep commercial understanding of these markets provides the right conditions for Fletcher Building to be industry leaders

across our portfolio of businesses.

By understanding the opportunities we have within our markets, we have adapted and shaped what we need do, and how we

need to do it.

Maximise local market opportunities

The size, scale and isolation of our local markets allow us to

be competitive against importers, as well as lead the way

on disruptive innovation. In both New Zealand and Australia,

the long-term growth outlook for the sector is robust owing

to a combination of strong population growth, and an

infrastructure deficit across both countries that requires

major catch-up expenditure.

Align to our purpose

We invest where opportunities align to our purpose. Our

commitment to living up to our purpose of 'improving the

world around us through smart thinking simply delivered',

continues to underpin the choices we make for Fletcher

Building’s future success.

Five goals have driven Fletcher Building’s strategic direction over the past five years. We have lifted

our safety performance, delivered better outcomes for our customers, strengthened our cost and

pricing disciplines, elevated our businesses’ relative market positions and led the way by advancing

our sustainability and innovation outcomes.

Anchored by our values

Driven through key focus areas

Build market leadership

Our investments are aligned to areas in which we are

confident we can reach a market position of #1 or #2.

We also look for opportunities that can achieve sufficient

scale to provide us with a sustainable competitive

advantage against local and global competition.

Apply global best practice for competitive advantage

We source and apply global best practice in the local

market for each of our businesses, to support our

aspiration to provide our customers with market leading

products and services.

SAFETYCUSTOMEROPERATIONAL

& FINANCIAL

PERFORMACE

INNOVATION


& GROWTH

SUSTAINABILITYCAPABLE &

HIGHLY ENGAGED

PEOPLE

Fletcher Building Limited Annual Report 2023

9

SAFETY
CAPABLE & HIGHLY

ENGAGED PEOPLE

We continued to make progress in delivering our Protect programme

and our people-led further safety performance improvements this year.

Our Total Recordable Injury Frequency Rate (TRIFR) of 3.1 reduced 12%

from last year. In addition, all recordable injuries reduced to 146 this

year compared to 156 in FY22. This means that 10 more people went

home safe and healthy to their families.

In the past 12 months, we recorded three serious injuries (compared to two in FY22), and

90% of our sites were injury free. This shows that while we have improved safety significantly

in recent years, getting to our goal of zero injuries needs persistence, innovation and

sustained effort.

Our leaders at the frontline are responsible for daily safety practices on our sites and

continue to drive and embed our safety culture as our safety performance improves. They

delivered more than 25,000 hours of Power Up frontline training this year, an important

formalisation of what we know already, that our frontline people are our safety experts on

site. Feedback from our people was very positive with over 95% saying that they believed

that Power Up would make them safer as a team.

Looking ahead to manage and monitor risk

Our focus on our critical risks continued

throughout the year. In addition to our

Life Saving Rules, focus on high potential

incidents and our Risk Containment

sweeps, we started the verification of the

Critical Controls we expect to be in place

across the business across our 21 Critical

Risks. In addition to Leader Walks and Risk

Containment sweeps, Critical Control

Verification (CCV) provides leaders with

another tool in their toolkit for our people

to engage meaningfully with safety on

site. Importantly it also provides leaders a

measure of confidence that safety culture is

having an effect on safety practices, and that

our critical risks are contained and controlled

to the standards that leaders expect. In

FY23, we completed more than 4,400 risk

containment sweeps, contained more than

1,700 high severity risks, and completed

more than 2,800 critical control verifications

across the business.

Adopting critical controls marks a significant

change in the way we measure and review

our progress on safety as our culture

across the Group matures towards a more

‘interdependent’ state, characterised by high

competency and a collective supportive

safety environment. We have been

continually moving towards lead indicators

to help guide our approach to safety and

CCVs will form an important part of this

movement towards risk elimination. We are

starting to use our data to predict injuries

before they happen and innovate how we

control our risks.

One example of how we do this is Fletcher

Construction’s piloting of digital exclusion

zones with machine-control technology at

the Eastern Busway project in Auckland.

This year, the Engineering Services team

has been successfully building and testing

a workflow to lock out an excavator from

contact with Auckland’s most significant

water pipe. The opportunity for this

technology goes beyond preventing possible

harm to also avoiding further cost and

delay disruption for customers and local

stakeholders.

Zero injuries, every day

3.1

TRIFR

a 12% reduction

since FY22

89%

of our people

believe leaders take

responsibility for safety

25,000

hours of Power Up

frontline engagement

1,700+

high severity risks

contained

2,500+

Fully trained safety leaders

In FY23

Fletcher Building Limited Annual Report 2023

10

I live and breathe this [Protect] Value at work and at home. I want to
be able to come to work in the mornings and go home safe to my

family at the end of every day. I am very passionate about my ‘why’!

Anon, FBuSay Survey 2023.

Action on building belief

Our progress in the four years since we made

Protect a value and reset our safety culture

through its namesake programme, has been

a point of pride for our 14,900+ people

across the Group. We understand that as a

safer business, we are a better business for

ourselves, our customers and the communities

we support.

In FY23, we sent 18 more people home safe

and serious injury-free, than four years ago.

On the same time horizon, 130 more people

also went home without any injury this year

(a 47% improvement on FY19). As a result, our

Total Recordable Injury Frequency Rate (TRIFR)

reduced from 5.2 in FY19 to TRIFR of 3.1.

We put these improvements down to a simple

concept which we have embraced and which

has been shown to be life changing in how our

people think about safety at Fletcher Building:

We believe all injuries are preventable.

In FY23, the results of our annual engagement

survey highlighted that our people in all areas

of the business feel a powerful connection to

this belief – 86% in fact - and that the belief

has inspired a strong connection among safety

leaders with 89% of people reporting that their

immediate leader, supervisor or manager takes

responsibility for safety at work.

When it comes to safety, we know we can

never be too comfortable. We still have high

potential incidents which remind us that our

work is never done.

But we also know there is time to celebrate

success, and with each improvement we make

sure we recognise those that do the hard work

- our people. They are doing a fantastic job of

caring for each other.

47%

reduction

in recordable injuries

since FY19

This means

18

more people sent home

serious injury free this

year compared to FY19

Since Protect Reset:

Serious Injury (A3+)

21

FY19

7

8

2

TRIFR (A2+)

3

FY20

FY21

FY22FY23

Power Up

Frontline

Programme

Risk

Containment

Sweeps

Safety

Leadership

Programme

Protect as

a Value

5.2

5.7

5.0

3.4

3.1

Our Protect strategy is having an impact

Video:

This is Protect - our

safety programme

86%

reduction

in serious Injuries

since FY19

Fletcher Building Limited Annual Report 2023

11

SAFETY
CAPABLE & HIGHLY

ENGAGED PEOPLE

Norman York, Easysteel – Northern Distribution Manager

Passionate about frontline safety

Northern Distribution Manager at Easysteel, Norman York, oversees the day-to-day operations

and safety practices for 47 people at Penrose sites in Auckland where his energy for delivering

exceptional safety is legendary. In May 2023, Norm was awarded the Protect Individual

Achievement award at Fletcher Building’s biennial Excellence Awards.

Widely regarded by his team as a ‘safety

leader champion’ with great respect,

Norm has been quick to understand the

opportunity for personal growth and

development to all people regardless of their

role or job site through our Protect safety

programme.

Following his own transformative experience

as a member of one of the very first Safety

Leadership Programme cohorts, Norm

jumped at the chance to use his own

expertise and insight to tailor the frontline

programme, as the new Power Up safety

training programme for site-based people

took shape. Made up of 15 bite-sized

activities, Power Up is delivered in 30-minute

sessions that can be easily inserted into

existing toolbox talks or team meetings,

common to frontline teams who are heavily

shift-led. During the past year, Power Up

modules have been the subject of 25,000+

of training hours across the Group, and in

Steel business units alone, 54 teams, across

27 sites have participated in 480 Power Up

sessions.

As Easysteel is organised into a number of

shifts and separate operational teams, Norm

opted to break the mould, bringing several

groups together for Power Up, to maximise

the chance to grow a Protect culture onsite

based on shared values.

“Protect is a culture. It’s a culture that we

live and breathe on our site, it’s not just a

value that we put on the wall. Before, when

I thought of the word ‘protect’, I thought of

shield or armour keeping somebody safe.

Now when I hear the word ‘protect’, I think

development and encouragement. To now

see people embracing development through

Power Up and pushing themselves, it’s

amazing to see. It’s really rewarding for the

team” he said.

Importantly, more Steel people are returning

home safely every day, and the new goal is to

consider what may lie ‘beyond zero injuries’,

meaning how we can enrich our people’s

working lives further to return them home

in better shape mentally and physically than

how they came to us.

In the past twelve months, Norm and his

team have built on this momentum of care

to champion a range of supporting causes

that promote a more positive protective

working environment. Wellness initiatives

like ‘the Biggest Loser’ team-based healthy

eating and exercise programme and Speak

Up safety programme to empower people

to find their voice and call out anything that

they are worried about at work, are having

a real impact. In Norm’s team employee

engagement scores have been consistently

high over the past years with an employee

Net Promoter Score (eNPS) of 39 in FY23.

“For me, the beauty that I see through our

Protect programme is our people want to

develop and grow", said Norm.

Protect is a culture. It’s a

culture that we live and

breathe on our site, it’s

not just a value that we

put on the wall

Norman York, Easysteel – Northern

Distribution Manager.

2.29

Total Recordable Injury

Frequency Rate (TRIFR)

at Fletcher Steel

480

Power Up training

sessions in Steel in

FY23

Video: Living the

Values - Protect

Fletcher Building Limited Annual Report 2023

12

Norman York and his team at
Easysteel catch-up on important

Protect safety updates.

Fletcher Building Limited Annual Report 2023

13

We believe all

injuries are

preventable

We never walk

past – we speak

up and take action

We celebrate

the good stuff

We care for

each other

Lower carbon cement
and concrete solutions

for customers to use at scale everyday

Fletcher Building’s Concrete division is leading the way in

decarbonising cement and concrete in New Zealand. Inspired

to help customers ‘build a better future’, the division has made

impressive progress in developing a comprehensive and highly

competitive range of more sustainable products and solutions to

meet growing demand.

Their decarbonisation success has

stemmed from taking a customer-

centric, holistic view to innovating, and

by embracing the challenge to make it

easy for customers to meet their own

sustainability goals.

The key to achieving this is focusing

on understanding the end-consumer

goals, and meeting customers’ needs

for more sustainable, lower carbon

solutions that don’t add complexity to

the build. At the same time the division

has taken a comprehensive look across

all business units, reviewing its own

operations from supply chain through

to product, and making some changes

all to deliver the lowest carbon products

on the market. This has included using

renewable energy sources, recycled

water, reducing carbon in their supply

chain through moving freight from

roads to sea, along with the introduction

of electric vehicles including the

country’s first electric concrete mixer

and an electric 90-tonne dump truck at

Winstone Aggregates®.

Another step on this carbon reduction

journey was the launch of EcoSure®

cement, which, produced by Golden

Bay®, is the lowest carbon general

purpose ‘GP’ cement in the New

Zealand market.

“The development of EcoSure®

represents an example of creating a

sustainable circular economy - make,

use, reuse and recycle,” says Nick

Traber, Chief Executive Concrete.

This has been achieved by replacing

a significant proportion of coal

with alternative fuels such as used

tyres and construction waste in the

manufacturing process, as well as using

the latest binder technology.

In FY23, Golden Bay® diverted close to

100,000 tonnes of waste from landfill

by coprocessing end-of-life tyres,

construction waste and pond ash.

Golden Bay® also introduced EcoZero®,

New Zealand's first carbon neutral

cement, made with EcoSure®, the

remaining carbon is offset through

quality third-party verified carbon

credits sourced and cancelled by Toitū

Envirocare.

EcoSure® is also being used by

Firth® to make EcoMix®, meaning the

company is now able to offer a lower

carbon concrete at scale across New

Zealand. The aim is to make it it easy

for customers to achieve their lower

carbon construction goals with a

10-20% reduction in every batch of

EcoMix® compared to the Infrastructure

Sustainability Council (ISC) baseline.

The innovation doesn’t stop there.

Golden Bay® has also partnered with

Genesis Energy to address the issue

of bottom ash waste product at Huntly

Power Station. This waste stream that

was previously taken to landfill, is now

being incorporated as material into the

cement, effectively upcycling waste as

an ingredient.

“Contributing to waste reduction at a

large scale for the benefit of all New

Zealanders is incredibly rewarding.

It is a win-win for the environment

and for Kiwis who want to use more

environmentally friendly products,” says

Gian Raffainer, Golden Bay®’s General

Manager.

SUSTAINABILITYCUSTOMER

INNOVATION

& GROWTH

~100,000

tonnes

of waste diverted from landfill

Firth® take EcoSure®


cement and make

EcoMix®, at scale

85%

of their concrete

is lower carbon

27%

less embodied carbon

in EcoSure® than the

ISC baseline using 46%

alternative fuels

Fletcher Building Limited Annual Report 2023

14

We are prioritising cement decarbonisation. Our
carbon emissions per tonne of cement are 27%

below the ISC 2020 baseline.

The Concrete division opened New Zealand’s

first commercial Concrete Innovation Lab in

Christchurch this year.

“Our Concrete Innovation Lab provides an

environment for our team to be bold and

creative so we can bring new products to the

market more quickly than ever before. In short,

it represents an opportunity to continue to solve

real-world challenges for our customers and

communities while improving the world around

us,” explains Nick.

Georgia Izzett of Golden Bay®.

Contributing to waste reduction at a

large scale for the benefit of all New

Zealanders is incredibly rewarding.

It is a win-win for the environment

and for Kiwis who want to use more

environmentally friendly products,

Gian Raffainer, General Manager Golden Bay®.

Fletcher Building Limited Annual Report 2023

15

Customer-centric digital solutions
making it even easier to do business with Laminex® Australia

In just four years, the development of

an e-commerce platform has resulted in

Laminex® growing to become a highly digital

business in the Group, with its online sales

already representing 36% of total Laminex®

sales and a new way of doing business.

As a leading supplier of high-quality

laminates and surface materials, Laminex®

pins its e-commerce performance on

designing experiences based on customer

feedback and data insights around the

moments that matter for its customers.

Customers were invited to participate in

the design for the online tools. 856 people

provided detailed feedback on their ‘must-

haves’ to enhance their online experience.

Order status updates, delivery notifications

and the ability to edit orders themselves

came out as most important and, as such,

became the priorities for improvement.

Further, when compared with call centre

enquiry data and our Net Promoter Score

(NPS) tracking, we could see these were the

most common topics for discussion.

Laminex® Australia’s Head of Customer

Experience and Digital Transformation,

Amber McDougall, explains, that the

business has a history of innovating and

so it has aligned customer experience,

with digital transformation to accelerate

improvements for customers.

“We are committed to designing and

co-creating market leading experiences

with our customer communities to make

it easier to do business with Laminex®. We

have developed a range of digital solutions,

including a new Trade Hub mobile app that

enables busy tradies to place quick orders

on the go, a Specifier Design Hub that helps

architects and designers to manage their

many projects and samples, and we have

many new features being developed and

implemented by the expertise of our agile

digital team.”

The team also registered that customer

behaviours were moving towards an omni-

channel approach, meaning that individual

customers now prefer to use a combination

of showroom and online methods to engage

with their product ranges. This led the team

to check that interactions are unified across

all channels, including customer operations,

mobile app, webchat and e-commerce. The

team researched market leading innovation

opportunities and implemented sales order

automation in customer operations utilising

a robotic process automation solution.

Pivotal to these developments is a customer

panel that trials the new ideas.

New digital solutions are achieving a strong

uptake with 46% of Laminex® customers

now transacting on digital channels every

month,” says Amber.

“What’s more, thanks to being able to easily

monitor our customers’ spend, we know

they are ordering more products through

our digital channels than they were before.

And best of all, they have started calling us

with suggestions for what they want us to

focus on next, which truly is the best form of

customer engagement, evidenced by great

improvements in our NPS,” says Amber.

36%

Laminex® Australia

sales online

46%

of customers transacting

online monthly

49 NPS

for customer online

experience

Laminex® Australia credits its 'customer-first' approach and a mantra to always be ‘easy to do

business with’ for the impressive online growth of its laminex.com.au channel, Design Hub

tools and Trade Hub mobile app.

CUSTOMER

INNOVATION

& GROWTH

OPERATIONAL &

FINANCIAL PERFORMACE

Fletcher Building Limited Annual Report 2023

16

New online Laminex® tools making it much easier for
customers to browse, design, select and manage their orders.

It is about bringing the wow factor, that comes from deeply

understanding our customers’ needs and daily challenges. They tell us

that they feel in control and they love the speed of placing a quick order

as it is locked into our product ordering system.

Amber McDougall, Head of Customer Experience and Digital Transformation at Laminex® Australia.

Fletcher Building Limited Annual Report 2023

17

Driving sustainable
business growth

The focus for the Group has been to

identify attractive opportunities that

are both sustainable and scalable; that

will allow us to reach the number one

or number two market position; and

generate a sustainable competitive

advantage through the application of

innovative best practice.

Through this lens we have invested in

both new acquisitions and sensible

organic growth opportunities. Our

committed growth investment now sits

at over $800 million between FY23 and

FY26.

Joining the Group in June 2023,

Waipapa Pine Limited in Northland,

New Zealand is a well-run operation

specialising in industrial and structural

grades of sawn timber and includes a

renewable fuels business, Renewable

Wood Fuels. Geographically

advantaged with a sawmill in Kerikeri

and treatment plant in Whangarei,

Waipapa is highly valued by customers

from the Far North down to as far south

as Hamilton in the Waikato and has

good potential for production capacity

expansion, initially by 15%, and then

doubling output within the next three

years. The benefit of this flex is our

ability to distribute any demand outside

current customer requirements through

our PlaceMakers® network.

Further south, servicing the East

Coast and Lower North Island, the

acquisition of Tumu® completed in

FY23 expanded our New Zealand

Distribution division with six building

supply centres and a frame & truss

operation. This strengthens our

foothold in a strategically valuable

region where we have previously been

underrepresented by our PlaceMakers®

brand. Continuing to operate as Tumu®,

the transition has been a win-win for

customers and the community Tumu®

so proudly supports.

Our organic growth programme sees

us investing in our existing operations,

through identification of disruption

opportunities in the value chain. At

Comfortech®, we are expanding the

current Pink® Batts® manufacturing

site to triple production capacity

by 2027. This is a direct response

to the opportunity presented by

changes to the New Zealand Building

Code requiring increased thermal

performance in homes. Later this year,

Winstone Wallboards®’ will vacate the

Felix Street facility in Auckland. The

facility will be repurposed as a new,

highly automated PlaceMakers® frame

& truss operation, with increased

production by 2026.

Our current Laminex® site in Taupō is

expanding its base to include a $270

million new wood panels plant to

expand its product offering. Together

with the Waipapa acquisition, these

investments represent a significant

move into Wood Products for the

Group. It is a sector that fits with

strong customer preference trends in

our markets and that supports New

Zealand’s broader sustainability goals

through greater use of renewable

resources.

In Auckland, Winstone Aggregates® has

fast-tracked plans to extend its circular

and recycling solutions for customers

through the acquisition of The Urban

Quarry®. With sites located in the

west and south of the city, it provides

aggregate supply for city-based

construction sites while collecting

construction and demolition waste.

≥15%

ROFE

$

800m+

Investment programme

$

120m+

full run-rate EBIT growth

Over several years we have been deliberate in establishing a solid base on which we can drive growth

in the medium term. This has been achieved through a sustained focus on optimising our operating

discipline performance, while also maximising sensible growth opportunities where we see value for

our customers and the communities we serve.

Waipapa Pine Limited,

Kerikeri, Northland.

Fletcher Building Limited Annual Report 2023

18

INNOVATION

& GROWTH

Vernicia Kelleher at Waipapa Pine Limited in
the Far North of New Zealand. Specialising

in industrial and structural grades of sawn

timber, the plant provides sustainable wood

products, popular for modern building.

We like the isolation and smaller relative scale of the New Zealand

and Australian markets. This allows for local players to be competitive

against importers and to be leaders on disruptive innovation.

Ross Taylor, CEO

Fletcher Building Limited Annual Report 2023

19

Winstone Wallboards®
$400m new GIB® plant

Three and half years ago, Winstone Wallboards® made a commitment to invest $400 million to

build a state-of-the art plasterboard manufacturing and distribution facility in the heart of the

North Island, Tauranga.

Due to be fully commissioned by the end of

October 2023, the new technologically advanced,

highly automated, safer, and more sustainable,

Winstone Wallboards® manufacturing and

distribution facility will support New Zealand’s

building sector with an immediate increase in

capacity of the popular GIB® plasterboard range.

The well-considered design and layout of the

plant also promises opportunities for future

expansion, if required, in years to come.

In the meantime, the increased capacity will allow

the Winstone Wallboards® team to innovate and

bring new products to market.

INNOVATION

& GROWTH

A family affair

The construction of the new plant showcases the

breadth of Fletcher Building’s ability to operate

across the building and construction value chain with

14 of our businesses directly involved in delivering

the project alongside other local businesses.

45,000

tonnes

of gypsum (raw material) storage capacity

12.8

hectares

of land

Fletcher Building Limited Annual Report 2023

20

50%
more capacity

on the plasterboard

line than the previous

manufacturing plant

67,000

m

2

of buildings

occupying approximately 50%


of the overall site

Fletcher Building Limited Annual Report 2023

21

Improved sustainability
Designing in sustainability was part of Fletcher Building’s

decision to invest in the new Tauriko plant from the start.

The new plant is more energy efficient, and reduces carbon

emissions per square metre of plasterboard, supporting

Fletcher Building’s carbon reduction target of a 30% reduction

in carbon emission by 2030. There will also be onsite recycling

and reuse of process wastewater plus innovative technology is

providing the capability for waste plasterboard recycling.

Environmental improvements

• 13% reduction in CO2e emissions per square

metre compared with the Auckland plant.

• Upward of 10% of total board volume can use

recycled gypsum.

• Zero manufacturing trade waste.

• Highly energy efficient LED lighting and smart

controls panels.

• Extra Low Energy Dryer - 15% more efficient

than Auckland plants dryer.

• Energy monitoring and reporting system to

monitor and maintain energy efficiency.

• Heat recovery systems linking multiple

processes to improve energy efficiency.

• Single site reduces truck movement between

warehouse facilities.

• Plant future-proofed to hold solar panels and

switch to alternative energy sources.

INNOVATION

& GROWTH

4,000

tonnes of structural steel

Winstone Wallboards® $400m new GIB® plant

(continued)

SUSTAINABILITY

Building from the ground up and

applying smart thinking has seen us

future-proof plasterboard manufacturing

in New Zealand. Our products will be

more sustainable, and through driving

the growth of Winstone Wallboards® we

will have a meaningful impact on the

regional economy and create positive

opportunities for the community.

Hamish McBeath, Chief Executive Building Products.

Fletcher Building Limited Annual Report 2023

22

Part of the community
Winstone Wallboards® knew that moving to a new region

came with responsibilities to the local community.

Engaging with their new neighbours has been a priority

throughout the construction of the plant.

They connected early with local hapū, Ngai Tamarawaho

and Ngāti Hangarau, to understand what their aspirations

were. The local school, Taumata School, took on the role of

kaitiaki (guardian) of the site's whenua while construction

was underway and the team worked closely with local

employment agencies, including Priority One and Māori

training provider Solomon Group to find local talent to join

the team.

The new plant will bring significant benefit to the region,

both through employment and through the take up of

ancillary services needed to support a plant of this scale –

such as cleaning companies right through to engineering,

maintenance and logistics companies.

Building a new

local team

• 97 employees.

• 70% of employees have been

employed from the Bay of

Plenty area.

• 30% of employees relocated

from Auckland to Tauranga.

• 30% of new hires at GIB®

Tauriko are female.

• 7,000 training hours

deployed since January 2023.

30,000

m

3

concrete

foundations, slabs and yard areas

Fletcher Building Limited Annual Report 2023

23

INNOVATION
& GROWTH

CAPABLE & HIGHLY

ENGAGED PEOPLE

Fletcher Building Limited Annual Report 2023

24

Leading a New Zealand

manufacturing generational project

Stewart Vaughan has walked every step of the

five and a half year journey to design and build

Winstone Wallboards®’ new plant. He’s also quite

possibly walked every inch of the expansive

67,000 sqm set of buildings!

As project lead, Stewart steered the project from feasibility

study, design, consenting, business case, land acquisition,

procurement, plant construction oversight through to the the

installation and commissioning of the manufacturing plant.

Following Board approval in December 2019, the project

quickly took shape. Four months later COVID-19 hit along with

disruptions to global procurement, shipping and ongoing

supply chain challenges. Fast-forward three years, the project

is completing on-time and on-budget with the plant set to be

fully commissioned by the end of October 2023.

“To lead a greenfield project of this size and scale and be part

of a team delivering an iconic New Zealand manufacturing

legacy for the next 50 years has been the opportunity of a

lifetime.” says Stewart. “Getting through to the commissioning

of the plant and manufacturing that first piece of plasterboard

has been cause for huge celebration and relief.”

“Aside from dealing with the impacts of COVID-19, the biggest

complexity by far has been the onsite building construction

works’ interface with plant and equipment installation. These

were two huge projects in themselves, inter-meshed with each

other and led exceptionally well by my Capital Works Manager

Nick Stenson,” Stewart says.

Developing strong community partnerships and relationships

has been pivotal to the project’s success, and Stewart is

particularly proud of the enduring relationship forged with

local iwi and hapū, Ngai Tamarawaho and Ngati Hangarau.

“At our first meeting, Winstone Wallboards®, General

Manager, David Thomas and I stood alongside mana whenua

representatives on a hill right in the middle of where the site is

now and genuinely committed to delivering a positive impact

for the community,” Stewart says.

“Throughout the project we worked with so many passionate

people and it gives me great satisfaction that this has allowed

us to show them Winstone Wallboards® is more than just a

new local business. We are in fact part of the community and

committed to doing our best to support it now and in the

future.”

Stewart praises the commitment of his project team who in

most cases uprooted their lives to move to Tauranga to help

deliver the facility as well as the support and governance

provided by the Winstone Wallboards® senior management

team, in particular David Thomas and Simon Cooper.

“A project of this scale takes a village,” he says. “No one person

can deliver a project of this size and scale alone. It’s about

involving the right people, with the right passion, and giving

them the autonomy to do their jobs and as leader, having

intimate knowledge across all parts of the project to be able to

guide and support them.”

He says it’s with satisfaction, not sadness, the project is

coming to a close.

“The new plant is a legacy that will take Winstone Wallboards®

and New Zealand into the future. Not only that, but it will enrich

the region by creating wealth, economic benefits, exciting job

opportunities and a strong sense of community.”

All the passionate people we’ve worked

with along the way have come to

understand that Winstone Wallboards®

is more than just a manufacturing and

distribution business. We want to have a

real, positive impact on this community.

Stewart Vaughan, Project Lead – Winstone Wallboards® Tauriko build.

Sustainability
Winstone Aggregates®' Head of Sustainability, Ian Wallace (front) and Mary-Jane Vavetuki,

testing water near the Pukekawa Quarry. The team are at the centre of developing a new

biodiversity strategy for the Concrete division, which will start in FY24.

Fletcher Building Limited Annual Report 2023

25

SUSTAINABILITY
16%

reduction in carbon

emissions since FY18

46%

Coal substitution

with lower emission

alternatives

We engaged with

suppliers covering

65%

of our Scope

3 emissions to

encourage them to

reduce their emissions

A-

CDP ‘Leadership’ level

for management of

Greenhouse Gas (GHG)

emissions

(1)

Refer to page 80 for further details on the Greenhouse Gas (GHG) emissions calculation.

We have a genuine commitment to making a positive impact environmentally and socially. With our

purpose, ‘Improving the world around us through smart thinking, simply delivered' in mind, we have

set ourselves some ambitious goals to make a difference.

S&P Global ESG Score 2022

Sustainability

Yearbook Member

As of , 2023.

Position and Score are industry specific and reflect exclusion

screening criteria. Learn more at spglobal.com/esg/yearbook

Fletcher Building Limited

Building Products

February 7

Within our overarching sustainability strategy, we have set long-term goals to work

toward a net positive environmental impact, lead the way in offering sustainable

products and building solutions, and will continue our efforts to reduce waste as part of

committing to a circular economy approach across our business. We are also focused

on nurturing a safe, diverse and inclusive workplace and putting our community at the

heart of everything we do.

You can read about how we have lifted our safety performance in the ‘Zero injuries,

every day’ section of this report, and find more detail about our people initiatives and

some of the community initiatives the Fletcher Building businesses have been involved

in over the past year in the ‘Our People’ and ‘Our Communities’ sections.

Net positive environmental impact

We understand that that our business activities can have impacts on the environment.

While we expect this will always be the case to some extent, our long-term goal is for the

balance to be positive. This means we are putting significant effort into actions that can

create meaningful change.

We have set targets and we are progressing against the goals in our sustainability

strategy, with a particular focus on mitigating climate change by reducing our

greenhouse gas emissions

(1)

.

Scope 1 and 2 carbon emissions

Scope 2 emissions (t CO2e)

Scope 3 emissions for FY23 were 1.45 Mt CO2e

Scope 1 emissions (t CO2e)

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

Emissions (tCO

2

e)

FY18

FY19

FY20

FY21

FY22FY23

Our combined Scope 1 and 2 emissions in FY23 were 1.021 Mt CO2e, which is 4% lower

than FY22 and a reduction of 16% from our FY18 baseline year. This puts us well underway

to achieving our Science-based Target of 30% reduction by 2030 and moves us toward

our long-term goal of net zero emissions by 2050.

Fletcher Building Limited Annual Report 2023

26

Leading in sustainability

Tyler Sharratt from the Winstone Aggregates® Environmental Team at Pukekawa Quarry.
We have a carbon reduction roadmap in place across our

businesses, which we use to identify the areas we can achieve

the most significant reductions. For us, this involves focusing

on our major sources; our cement operations at Golden Bay®,

electricity used in our Australian businesses, and fuel used as

part of our construction operations in New Zealand. We made

solid progress in all these areas in FY23.

• At Golden Bay®, we have reduced our reliance on fossil

fuels, substituting 46% of the energy demand from coal

with waste wood and waste end-of-life tyres in FY23. This

emissions reduction is part of how we’ve been able to

produce EcoSure®, our lower carbon cement. Carbon

emissions from Golden Bay® reduced by 17,000 t CO2e from

FY22 to FY23.

• In Australia, we have an established plan to move toward

greener electricity across our operations. This includes

purchasing a proportion of offsite renewable energy for our

Australian operations, and in FY23 we started installation

of rooftop solar systems on three of our larger facilities

in Victoria and Queensland. These actions, together with

increasing renewable content of grid electricity in Australia,

reduced emissions by over 15,000 t CO2e from FY22 to

FY23. In FY24 we will continue to review renewable energy

and energy efficiency options for our Australian businesses.

• In our Construction operations, the most significant action

we can take to reduce direct emissions is to reduce fuel

emissions through low emission vehicles. We are well

underway, with 18% hybrid vehicles in our Construction

fleet of cars and utility vehicles. In FY24, we’ll also be using

low emission options within our heavy vehicle fleet - our

team at Brian Perry Civil® is planning our first zero emission

construction crew, with an electric excavator, tipper and

wheel loader. We will be trialling electric equipment in our

Concrete division as well, with our first electric dumper in

our quarry business, Winstone Aggregates®, and an electric

concrete mixer in Firth®.

We recognise that for our Construction operations, what we

build and the energy used during operation can be more

significant than our direct emissions during the construction

process. We talk about what we are doing to produce lower

carbon building products, and buildings, in the next section of

this report.

Working with our supply chain to support reduction in their

emissions is another significant action we can take and is

critical to our long-term goal of reaching net zero emissions.

To reduce our Scope 3 emissions, we are working directly

with the highest emitters in our supply chain to quantify the

emissions associated with the products and services they

provide us, and to understand their reduction pathways. We

are starting with the most significant suppliers who provide

us with steel products, logistics and transport services,

representing an estimated 57% of our Scope 3 emissions.

In addition to direct engagement with our highest emitters,

we provide free access to Carbon Disclosure Project (CDP)

supplier engagement programme for 40 suppliers, who

represent a further 8% of our emissions, to report and reduce

their own emissions.

In FY23, our Scope 3 (supply chain) emissions were 1.450 Mt

CO2e, an increase from FY22. This increase reflects improved

information we have gained because of engaging directly with

our supply chain. We were proud to be recognised for our

supplier engagement by the CDP in FY23 with an ‘A-’ rating for

our supplier engagement on carbon reduction.

As we progress toward net zero carbon, we’ll continue to work

with the Science-based Targets initiative and with the Global

Cement and Concrete Association’s net zero workstream to

understand what the pathway to net zero looks like for us.

We know that a range of solutions will be needed to fully

decarbonise our operations, and some of these solutions don’t

exist at present. We will track innovation and progress in our

industry, while remaining firmly focused on what we know that

we can do now.

Beyond carbon reduction, in FY23 we began working with

Nature Positive on biodiversity commitments we can make

within our quarry operations, and we will implement this work

in FY24.

Fletcher Building Limited Annual Report 2023

27

SUSTAINABILITY
In our Residential and Development

division, the Low Carbon home (LowCO)

pilot is now underway with the build at

Waiata Shores, South Auckland. In May

23 the LowCO Home project team won

the Fletcher Building Excellence Awards

Better Together: Exceptional Business

Collaboration award.

Website: scan for more

information on the

LowCO home, and a

video in timelapse

Leading the way in sustainable products and solutions

We believe the future of our sector relies

on using and developing more sustainable

building products and solutions. We are

proud of the progress we have made in FY23.

Our product revenue from sustainably

certified products has increased

approximately 20% over the past three

years to 71% in FY23, well on the way to

our goal of 75% by FY26. When we refer to

‘sustainably certified’ products, we mean

products made or sold by our manufacturing

businesses that hold a credible, third party

verified, sustainability certification, that is

recognised in green building and sustainable

infrastructure ratings.

We focus on changing our own products, and

also on working with our supply chain.

In FY23 we recertified several products from

our Iplex® Australia pipe range, and updated

the Environmental Product Declaration

for our cement, now known as EcoSure®,

with information demonstrating its lower

embodied carbon content. We also worked

with suppliers to encourage certification of

their products where we on-sell those in our

product ranges, and pleasingly our major

steel suppliers increased the number of

certifications they held this year.

As well as sustainably certified products, our

goal is to provide lower carbon and more

sustainable building solutions into the market.

We began construction on our LowCO pilots

in FY23 with a freestanding 3-bedroom

family home and three 3-bedroom terrace

homes being built in Auckland. LowCO is

designed to use seven times less carbon than

the equivalent standard-built home over its

lifetime. The benefits extend into water and

energy efficiency, meaning it is warmer, drier

and cheaper to operate.

LowCO has been designed as a smart home.

Building performance will be measured

to help the occupants to understand and

optimise the benefits of their new home,

and to improve our design.

LowCO is an industry leading sustainable

housing offer and has already opened

up a number of new product offerings

and opportunities for us to partner with

likeminded industry partners. In FY24, we

will integrate key energy efficiency and low

embodied carbon learnings from LowCO into

our standard build.

Beyond our direct impacts and building

solutions, we want to drive positive change

in our industry. We are active members of

industry associations who focus on more

sustainable products and building solutions,

including the New Zealand Green Building

Council, the Infrastructure Sustainability

Council, and the Global Cement and

Concrete Association.

To help our customers understand and

use more sustainable products, we help

customers choose lower carbon options

for cement and concrete by providing our

Firth carbon calculator, we published our

'Understanding Environmental Product

Declarations’ explainer in FY23, and we

are working with partners to create an

Environmental Product Declaration library

for New Zealand.

71%

Product revenue from

sustainably certified

products

Fletcher Building Limited Annual Report 2023

28

Circular economy commitment across our business
Our commitment to the circular economy is

a core part of our sustainability strategy, and

one as a portfolio of businesses across the

value chain, we are in a unique position to

lead the way on.

To drive this commitment, we are

collaborating across all our operations to

find opportunities to reduce or reuse waste

and we are also opening doors to work with

other businesses who have a common goal

to drive positive environmental change

through the circular economy.

We are already making good progress. In

FY23 we achieved 60% diversion of waste

from landfill, an improvement from 51%

in FY22.

We have product stewardship schemes

in place for plasterboard in New Zealand,

and our Tauriko plant will expand our

ability to include recycled content into new

plasterboard. Our ‘Pipeback’ consumer

take-back programme has been running

for over a year for a range of pipe products

and fittings in Australia. In FY24 we will be

expanding this in New Zealand with a trial

of collection stations on customer sites to

enable off-cuts of PVC and PE to be returned

to our production site for re-processing into

new pipe.

We were proud to receive a WasteMINZ

National Excellence Award for Fletcher

Living in FY23 which recognised our

outstanding contribution to minimising

waste to landfill generated in the

construction of homes. Fletcher Living®

addresses one of the main waste streams

from housing construction by implementing

segregation of plasterboard at all house

building sites in Auckland, enabling the

gypsum in plasterboard to be recovered and

reused. Fletcher Living also began collecting

hard to recycle soft plastics which will be

made into SaveBOARD, a 100% recyclable

alternative to plywood. These initiatives

add to the waste reduction from the one

in six homes delivered to Fletcher Living®

by Clever Core®, in which the approach of

designing out waste produces much less

waste per home than a traditional build.

Teaming up with other businesses to grow

the circular economy is essential and

rewarding. We are pleased to help others

find new ways to reduce waste by using their

waste as a raw material. As an example, our

partnership with Genesis will see 20,000

tonnes of pond ash from Huntly Power

station diverted from landfill and used in

our cement manufacturing process at

Golden Bay®.

Business collaboration and a commitment

to circular economy solutions is supported

by acquisition of The Urban Quarry®. The

Urban Quarry® caters specifically for the

needs of urban development, providing a

dual service hub of aggregate supply for

city-based construction sites, and collection

of construction and demolition waste. It will

provide the platform to capture sufficient

waste quantities at a central point to enable

recycling on an efficient scale and will

accelerate access to expanded circular

economy and recycling solutions for our

customers.

60%

Waste diverted

from landfill

In three years, a range of focused initiatives have enabled

Fletcher Living® to increase waste diverted from landfill

from 10% in 2019 to over 40% in the year to December

2022. In October 2022 the team were recognised for

these efforts in WasteMINZ National Excellence Awards.

Fletcher Building Limited Annual Report 2023

29

Pipes donated
JCU Caraplace Turtle

Research

Iplex® Australia

$105,000

Habitat for

Humanity donation

Comfortech® (plus

team built 12 new beds

for Northland families)

$250,000

Red Cross donation

Hawkes Bay Recovery

$160,000

Clubhouse Rescue

PlaceMakers®

$32,815

Make a Wish

Fundraiser

Mico®

$36,615

Mates in Construction

partnership

PlaceMakers®

$25,000

New Zealand Asthma and

Respiratory Foundation

annual donation

Comfortech®

$25,000

Wish4Fish Charity

Winstone Wallboards®

$2,500

product donated to

Awapuni Primary School

bike park - Gisborne

Firth®

$107,167

Southern Scooter

Challenge for

Hospice Southland

and The Charity

Hospital

PlaceMakers®

Our businesses are encouraged to ‘act local’ to support the communities they work in. These

contributions take many forms, big and small financial contributions, national and grassroot

sponsorships, volunteering and product donations. The commonality is to make a positive

difference to the lives of others.

Below is a snapshot of some of the contributions Fletcher Building businesses made

throughout the last year.

Digging in for our

communities

15 Volunteers

Ashburton River

Clean up

Iplex® New Zealand

$40,000

Mens Shed Donation

Stramit®

Fletcher Building Limited Annual Report 2023

30

$50,000
product donated to House for Karen

Cancer Retreat, Taranaki and Sanctuary

Mountain Ecological Park, South Waikato

Pacific Coilcoaters

$41,000

Oke School Garden

sponsorship and working bee

at Mangapikopiko School &

Oranga School

Fletcher Living®

$1,500

Concrete for

Gisborne’s

Children’s Hospital

Firth®

$1,900 donated

plus volunteer time

Sustainable Coastlines clean

up event at Avon Ōtākaro River

Fletcher Living®

Concrete offcut

planter boxes donated

to Hamilton kindergartens,

schools, and community groups

Humes®

$ 7, 5 0 0

Central Northland

Science and Tech

fair Sponsorship

Golden Bay®

$1,500

Fielding

Grassroots and

Youth Rugby

Firth®

GIB® plasterboard

donated

to support 20 degrees project

repair homes and make them

healthier & warmer

Bay of Plenty

$30,000

GIB® donated to

help build Heart

Foundation Lottery

homes

Winstone Wallboards®

$20,000

Portland School

Sponsorship

Golden Bay®

$80,000

WaterAid Australia

partnership

Iplex® Australia

$10,000

Westpac Rescue

Helicopter

Pacific Coilcoaters

Fletcher Building Limited Annual Report 2023

31

People
Fletcher Building Limited Annual Report 2023

32

Members of the Pride Group, Eric Yu (left) and Charlie Gray (second
from right), working on new initiatives. The group have led policies

to increase workplace inclusivity, such as new Transitioning at Work

Guidelines and related Gender Affirmation Leave.

Fletcher Building Limited Annual Report 2023

33

Connecting with our people
Measuring how our people think and feel about their

experience of working at Fletcher Building is important to

understanding our ability to enhance their experience.

In 2023 we changed our employee engagement methodology

to the employee Net Promoter Score (eNPS). In 2023 our eNPS

score was 26. To put this in context this result is at the median

for global organisations and approximately three points higher

than our 2022 result. Organisations in the global top quartile

score 40 or above.

A key driver of people engagement across our business is

recognising their contribution to our collective success.

In 2023 we celebrated the return of the Fletcher Building

Excellence Awards, our groupwide awards programme

centred on recognising high performing teams and

individuals. We received more than 200 high quality

nominations, each sharing impressive business outcomes

and customer impact, all while demonstrating the power of

our organisational values. Thirty-three finalists were celebrated

for their contribution to Fletcher Building at a very special

night in Auckland.

Driving inclusion

We understand that creating space for our people to live

authentically and be themselves at work is vital to support

them to do their best work. It is for this reason, and as a proud

Rainbow Tick accredited organisation, we have implemented

a number of small changes that can make a big difference to

a feeling of belonging.

We are pleased that 253 parents in the past year accessed

our gender-neutral parental leave policy. These parents say

they are delighted to know they can provide a great start for

their children through the improved financial benefit and

having greater return to work flexibility.

While we have focused on improving our pay parity position

over the last three years and made good progress, some of

our previous gains have been eroded. This was mainly due to

the tight labour market and rising wages in an already male

dominated industry, increasing our pay parity gap from 3.5%

in FY22 to 4.2%. We will undertake a comprehensive review of

our practices in FY24 and introduce enhancements to close

the gap.

Led by our Pride employee action group, Gender Affirmation

Leave and Transitioning at Work Guidelines were introduced

in recognition that gender transitioning can mean different

things to different people and included our Pride and Rainbow

Commitment into new employee inductions.

Growing and recognising talent

We believe Fletcher Building is a place where our people can

grow their career and develop personally and professionally.

To be true to that belief, in FY23, we invested over $6.8

million and 195,000+ hours in dedicated learning and

development with a specific focus on key areas aligned

with our overall purpose and strategy. These include

nurturing high-quality leadership, fostering our culture of

safety excellence and enhancing operational capabilities

in areas such as customer experience, pricing and sales. In

addition to this we continue to invest in our people’s ongoing

recurrency and compliance training to ensure they stay safe

on the job.

The investment in our award-winning

1

Protect Safety

Leadership Programme has developed more than 3,000 fully-

fledged safety leaders. These leaders are now successfully

passing on their knowledge and experience by introducing

their own teams to the power of safety leadership through

our frontline safety programme. This programme, Power

Up, has been the recipient of more than 25,000 of training

hours across the Group in the past 12 months, supporting

a collaborative workforce of safety-passionate people who

have achieved our best ever safety performance.

Our People

We want Fletcher Building to be a place where everyone truly feels they belong. The foundation for

this is a strong culture which celebrates our diversity while bringing us together as teams. This kind

of inclusivity supports our people develop and grow great careers.

We believe delivering an exceptional experience for the talented people working for us is

fundamental to our ability to deliver excellence for our customers and communities.

Coming out at work is daunting and scary,

there can be a lot of mental anxiety; like

wondering if the people you’re working

with will accept you when they hear that

you’re transitioning, wondering if and

how your working life may change.

Having helpful information out there

is really valuable for both sides of a

workplace transition.

Jacob Hassan, Customer Service Dimond Roofing, Wellington.

CAPABLE & HIGHLY

ENGAGED PEOPLE

1

Safety Leadership Programme winner of Best Leadership Development Programme at the New Zealand Association for Training and Development Awards 2022.

Fletcher Building Limited Annual Report 2023

34

In addition to employee training
opportunities and on-the-job

development, the Fletcher Building

Employee Education Fund (EEF) offers

a range of benefits and support.

In FY23, 173 employees accessed

support for study, and close to 400

families received extra tuition offered

by the fund. Additionally, 127 children

participated in highly regarded

development opportunities for young

people run by Outward Bound, the

YMCA and Artz on Show.

Fletcher Building has a strong history

of growing great leaders inhouse

and in 2023 we re-designed our

programme to develop mid-level

leaders to enable a greater emphasis

on innovation for growth, and to

foster better inclusion and diversity

in our teams. 73 established leaders

participated in Gear Up this year.

Delivered through a mix of live events,

self-paced learning, coaching and

small group work, the programme

focuses on helping create a culture

of innovation, experimentation

and continuous improvement. The

programme will also drive performance

in challenging environments, build

leadership bench strength, as well

as support skills to deliver change

programmes and improve adaptability

and resilience in the business.

Encouraging female leaders

Increasing the presence and impact of women in our operations continues to be

a focus area. During the past 12 months, 296 more women have been placed in

operational roles across our businesses. Typically, women have been less well

represented in our male-dominated industry. We believe that to grow a healthier,

more diverse industry we have a responsibility to encourage women to take up

a rewarding career within the industry. We have set an ambitious target to have

30% of women in leadership by FY27. Our businesses have each committed to

their own action plans to achieve this goal, which features a mix of development

opportunities, flexible working conditions, cadet programmes, mentoring and

recruitment strategies.

More women are taking on operational leadership roles across Fletcher Building.

This year we have 36 more women leading operational teams, this means 15.7%

of our operational leaders are now female, up from 14.4% in FY22. Women across

Fletcher Building are benefiting from programmes designed to build their leadership

confidence and skills. In the past 12 months, 90 women took part in leadership

mentoring. Participants engaged with senior male and female mentors, with

the mentors themselves commenting on how effective the programme was in

helping them really engage with the benefits that greater gender balance brings to

leadership. In Australia, 10 emerging women leaders took part in the Rise Up pilot.

Rise Up is designed to set participants up with the skills they need to have successful

careers through an interactive programme including psychometric assessment to

raise insight, individual coaching and facilitated workshops.

Sustainability Manager, Jamie

Rodriguez, and team at Laminex®

New Zealand distribution centre.

26

eNPS

Employee Net Promoter Score

253

people accessed

enhanced parental

leave policy in FY23

195,000

training hours

undertaken

Transitioning

at Work

guidelines and Gender

Affirmation leave introduced

Video:

Excellence

Awards

Fletcher Building Limited Annual Report 2023

35

CAPABLE & HIGHLY
ENGAGED PEOPLE

Growing a pipeline

of female talent

At Fletcher Building we are focused on making our business a great place for women to work and

grow, personally and professionally. There are plenty of opportunities for women at all stages of

their careers to grow their leadership, and we are working on targeted initiatives to attract more

women into our industry.

Here we share stories of three women at different points on their career journey, demonstrating

how diverse and rewarding working at Fletcher Building can be.

AURELIE LE GALL

Fletcher Living® branch manager – Auckland North

Aurelie Le Gall’s progression at Fletcher Building

demonstrates what is possible with an open mind and the

courage to step into a new career path within the Group.

She initially joined Fletcher Building as talent acquisition

manager, where she gained insight into all the different

business units of Fletcher Building. After going through

a leadership development programme, she shifted her

career path and accepted an opportunity to join Fletcher

Living® as Operations Manager – Residential.

One year later, she was promoted to Fletcher Living®

Manager – Auckland North, a senior, operational role

leading a branch team that designs, procures, builds and

sells residential homes.

Aurelie mentors other females at Fletcher Living® and, as a founding member of our

Group-wide employee action group, The Equality Network, is one of our greatest

champions for encouraging women to seize leadership opportunities within the operating

side of our business.

“People tend to focus on career progression in a vertical sense, within your function. But

there are only so many leadership roles available if you are just looking to get the next job

title in the space you are in,” Aurelie says.

“We have a deep pool of talented females in functional roles across the business, who

would be amazing leaders in operational roles, if they’re open to considering a different

path.”

Aurelie loves connecting people and inspiring them to think about different roles and

opportunities on their career journey.

Her inspiration has made a difference, forging a path for three female site managers within

Fletcher Living®. There were none when she arrived.

Under Aurelie’s leadership, work will begin in late 2023 on ‘BUILDhers’, the first all-female

build where women will lead the planning, designing, building, marketing and selling of a

new Fletcher Living® home at Whenuapai.

“Few businesses would match the diversity of Fletcher Building. There are a phenomenal

range of career paths you can take within the Group, which keeps it interesting. I

encourage any female wanting to grow their career to be open to the many opportunities

that can present themselves working in such a diverse set of businesses,” Aurelie says.

In May, Aurelie was awarded the Fletcher Building Excellence Award for Better Together:

Inclusion and Diversity Champion and the CEO Supreme Award.

90

emerging female leaders

in mentoring activities

22.6%

women in operational roles

378

female operational

leaders across the Group

Fletcher Building Limited Annual Report 2023

36

LUCY CLARK
Crane Operator, Brian Perry Civil®

Lucy Clark scaled new heights

when she joined Brian Perry

Civil® as its first female crane

operator.

The 32 year-old began her ten-

year construction career as a

piling foundations apprentice

in England and moved to New

Zealand with her family to join

Brian Perry Civil® in 2022.

The qualified crawler crane

operator and site crew

supervisor has since worked

across a range of large

construction projects including the RNZAF Base in Whenuapai

and the Snells Beach wastewater treatment plant.

Lucy was used to being the only woman on the construction

site in the UK and says it’s encouraging to see more females in

the construction industry, generally, in New Zealand.

“When I arrived here, a lot of the team on site had never worked

with a female crane operator before. I’m often the biggest joker

on site as I love to have a laugh and some banter, and they

probably didn’t know how to take me, so it has been a learning

curve,” Lucy says.

Lucy is grateful for the career support females receive within

Fletcher Building. For her this could include furthering her

development towards management and site supervision.

For now, she takes every chance to promote the opportunities

that construction careers offer to women.

“I have a five-year-old daughter and I tell her that when it comes

to her career, she can do whatever she wants. It is important to

educate kids in this way when they are young and to get in and

show them what they can be capable of,” Lucy says.

“I always say, being a female should not affect what you want

to do in life, even in a male-dominated industry. The younger

generation should never question or doubt themselves and

their abilities and they should be encouraged to follow their

dreams. Do what you want to do. Nothing should stop you.”

MARY-JANE VAVETUKI

Environmental coordinator

– Winstone Aggregates®

New graduate Mary-Jane Vavetuki is embracing every learning

opportunity as she takes her first steps in her career.

The 21 year-old joined the teams at Winstone Wallboards®

and Fletcher Living® over summer on the TupuToa internship

programme for Māori and Pacific tertiary students.

She then secured a role as environmental coordinator at Winstone

Aggregates® where her work covers site rehabilitation planning,

compliance management, planting and plant maintenance,

pest control, sponsorship and environmental monitoring and

reporting. While she is based at head office, she visits sites up to

twice a week to meet with quarry managers, contractors, iwi and

ecological trusts.

Winstone Aggregates®’ positive biodiversity strategy is a new

project she is involved with and is excited for the year ahead.

“I have felt so supported coming in as a graduate and have been

surrounded by people willing to help me along the way. I also

meet with my development manager fortnightly to talk about my

role and career,” Mary-Jane says.

With the approach of always saying yes to opportunities, she is

now enrolled in a Tikanga Māori course through Fletcher Building,

to strengthen her understanding of Māori culture and community

relationships with iwi.

Mary-Jane will return to university part-time next year to complete

her Bachelor of Advanced Science (Honours) in Ecology with the

support of the Employee Education Fund that supports employees

returning to university by paying a portion of the fees.

“I am excited to return to study, as I can see how everything fits

into place within the workplace. So much of what I’m doing at

work relates to what I’ve studied,” she says.

Her message to other young females embarking on construction

industry careers: “I say just go for it. Put yourself out there and

keep pursuing what you want to do and what makes you happy.”

Mary-Jane Vavetuki is getting stuck in early in her career, as

a member of Winstone Aggregates® Environment team. She

is looking forward to continuing her study and taking further

development opportunities offered by the business.

Fletcher Building Limited Annual Report 2023

37

Embracing cultural diversity
across our business

Whakatupu's impact can be felt across our businesses. Winstone Aggregates®

have adopted the Whakatupu-initiated rōpū (project) Kotuia programme, which

is supporting senior leaders to develop deeper understanding and cultural

capability. This will enhance the ongoing development of relationships with

mana whenua across the regions we operate.

CAPABLE & HIGHLY

ENGAGED PEOPLE

Video: Winstone

Aggregates® Kotuia

Workshop

Fletcher Building Limited Annual Report 2023

38

We have found the development of our first
Reflect Reconciliation Action Plan to be a

thoughtful and reflective process for us and

lays the foundation for listening and learning.

Dean Fradgley, Chief Executive Australia

As a diverse business, with 29 cultures represented in our

operations in New Zealand, Australia and the South Pacific, we

recognise the importance of fostering a culture that celebrates

our differences.

In Australia, an important first step forward was taken this year in establishing

Fletcher Building’s own Reconciliation Action Plan (RAP), a significant milestone

for our Australian division and the Group as it embraces its role in the country’s

reconciliation journey.

Now endorsed by Reconciliation Australia (the lead governing body for

reconciliation in Australia) the plan sets out our commitment to tangible and

impactful actions, both in the present and the future, to actively contribute

to the ongoing process of reconciliation. To signify this important first step, a

piece of artwork was commissioned from a First Nations artist to explore and

represent Fletcher Building’s values, people, customers and community.

Similarly in Aotearoa New Zealand, our dedicated Māori strategy Te Kākano, is

now in place to help our business continue to embrace and adopt the Māori

identity and world view into our business practices, which will in turn create

stronger relationships with mana whenua in the community.

We start with attracting diverse talent at the start of their careers. In New

Zealand, we continued our support of First Foundation with eight scholarships

and by employing nine Tupu Toa interns in the last year, each initiative set up to

create career opportunities for Māori and Pasifika tertiary students.

In June we celebrated our landmark Whakatupu dedicated Māori leadership

programme as the final 16 tauira (students) graduated, before the programme

opens up to include Pasifika leaders in the first FY24 intake. Over seven years,

Whakatupu has grown Māori leaders right across our organisation, many of

whom have enthusiastically gone on to continue building internal connections

via our Māori leadership network Tātai.

Whakatupu-ia tupu is a combined Māori / Pasifika leadership programme, and

builds on the success of its predecessor Whakatupu. Cross-cultural values

form the basis for holistic and indigenous leadership, resilience and wellbeing

learning to develop prosperous, confident and resilient leaders. The refreshed

curriculum will include the addition of a fifth wananga (training session) specific

to principles of Pasifika leadership and led by Pasifika people.

36

Māori/Pasifika

participants in

Whakatupu-ia tupu

200+

Māori leaders

developed through Whakatupu

Fletcher Building Limited Annual Report 2023

39

Quarry manager, Lance Gosling (right),
and digital channels manager, Michelle

Starns, onsite at Pukekawa Quarry,

northern Waikato.

Group Performance

Fletcher Building Limited Annual Report 2023

40

Fletcher Building Limited Annual Report 2023
41

Group Performance
Fletcher Building Limited Annual Report 2023

42

2023

NZ$M

2022

NZ$M

Revenue8,469 8,498

EBIT before significant items

(1)

798 756

Significant items

(2)

(301) (54)

EBIT

497 702

Lease interest expense (60) (58)

Funding costs (94) (46)

Earnings before tax

343 598

Tax expense (89) (159)

Earnings after tax

254 439

Non-controlling interests (19) (7)

Net earnings

235 432

Net earnings before significant items

452 484

Basic earnings per share (cents)30.0 53.5

Basic earnings per share before significant items (cents)5 7.7 60.0

Dividends declared per share (cents)34.0 40.0

Cash flows from operating activities 388 592

Capital expenditure461409

Investments 183 12

Revenue

2023

NZ$M

Restated

(3)


2022

NZ$M

Building Products1,4431,458

Distribution1,8241,789

Concrete1,0851,033

Australia3,0162,806

Materials and distribution divisions7,3 6 87,0 8 6

Residential and Development607692

Construction1,3191,559

Other1011

Gross revenue9,3049,348

Less: intercompany revenue(835) (850)

External revenue8,4698,498

(1) EBIT before significant items is a non-GAAP measure used by management to assess the performance of the business and has been derived from Fletcher Building

Limited’s consolidated financial statements for the period ended 30 June 2023. Further details of Significant items can be found in note 2.2 of the consolidated financial

statements.

(2) Further details of Significant items can be found in note 2.2 of the consolidated financial statements.

(3) The comparatives have been restated as a result of a change in segmental classification of Humes Pipeline Systems which was previously under the Building Products

division has been re-presented within the Concrete division. Further details of the change can be found in note 4 of the consolidated financial statements.

Note: Revenue includes income from the Group's Vertical Buildings Business (2023: $101 million; 2022: $265 million), which the Group is in the process of exiting. The

New Zealand International Convention Centre and Hobson Street Hotel (NZICC) represent the last projects to complete in this sector. EBIT before significant items,

however, excludes any earnings from these projects.

Fletcher Building Limited Annual Report 2023
43

EBITEBIT before significant items

(2)

Reported

2023

NZ$M

Restated

(1)

2022

NZ$M

Reported

2023

NZ$M

Restated

(1)

2022

NZ$M

Building Products 200 192 215 192

Distribution 140 136 141 137

Concrete 154 146 156 146

Australia 170 67 180 113

Materials and distribution divisions664 541 692 588

Residential and Development 147 217 147 217

Construction(247) 3 26 14

Corporate and other(67) (59) (67) (63)

Total EBIT497 702 798 756

Lease interest expense (60) (58) (60) (58)

Funding costs (94) (46) (94) (46)

Earnings before tax343 598 644 652

Tax expense (89) (159) (173) (161)

Earnings after tax254 439 471 491

Non-controlling interests (19) (7) (19) (7)

Net earnings235 432 452 484

Group Performance (cont.)

(1) The comparatives have been restated as a result of a change in segmental classification. Humes Pipeline Systems which was previously under the Building Products

division has been re-presented within the Concrete division. Further details of the change can be found in note 4 of the consolidated financial statements.

(2) EBIT before significant items is a non-GAAP measure used by management to assess the performance of the business and has been derived from Fletcher Building

Limited’s consolidated financial statements for the period ended 30 June 2023. Further details of Significant items can be found in note 2.2 of the consolidated financial

statements.

* Before significant items

1



FY19 is a pro forma number adjusted for discontinued operations and NZ IFRS 16 to allow for like-for-like comparison

2

FY20 significantly impacted by COVID-19 lockdowns

46%

NZ Materials

& Distribution

32%

AU Materials

& Distribution

15%

Construction

7% Residential and Development

Value chain revenueRevenue weighted to marketFocus across NZ & Australia

$3b revenue

$5.4b revenue

Group

EBIT* Margin

9.4%

7. 2 %

8.2%

2.2%

8.9%

Group

EBIT* ($m)

798

598

668

160

756

Materials & Distribution divisions

EBIT* Margin

FY19

1

FY20

2

FY21 FY22 FY23FY19

1

FY20

2

FY21 FY22 FY23FY19

1

FY20

2

FY21 FY22 FY23

9.4%

6.6%

8.0%

4.5%

8.3%

52%

Residential

26%

Commercial

22%

Infrastructure

Group Overview
Fletcher Building Limited Annual Report 2023

44

The FY23 result reflects a solid operational performance in a

market where activity levels were lower than the prior year,

and which was impacted by significant weather events. Market

volumes for the materials and distribution divisions (Building

Products, Concrete, Distribution and Australia) in New Zealand

and Australia were 5% to 7% lower in FY23 compared to the

peak in the second half of FY22. The decline was driven

primarily by the residential sector, while commercial and

infrastructure markets were more robust, which also supported

workload in the Construction division. For the Residential

and Development division, the New Zealand housing market

proved challenging, as a sharp increase in interest rates led to

a material reduction in both housing demand and prices.

Despite the softer markets, the materials and distribution

divisions delivered strong year-on-year growth. EBIT before

significant items increased to $692 million compared to

$588 million in the prior year, and EBIT margins lifted by 110

basis points to 9.4%. Input cost inflation remained elevated

at 6% to 7% per annum on average, driven particularly by raw

materials, freight, and labour cost increases. Offsetting these

impacts were: good price recoveries; higher sales through

digital channels which have a lower cost-to-serve; and a

sustained focus on gaining share in higher-margin segments.

This resulted in gross margins for the four divisions expanding

by 170 basis points compared to the prior year. Investments in

improved customer service and solutions were also evident in

these divisions’ Net Promoter Score (NPS), which lifted to an

average of 38 from 33 in the prior year. ROFE lifted to 18.8%

from 18.2% in the prior year, notwithstanding the significant

investments in growth projects during the year.

The Residential and Development division delivered EBIT of

$147 million, compared to $217 million in the prior year. The

Fletcher Residential businesses reported EBIT of $112 million,

down from $169 million in FY22. A total of 617 units were

taken to profit compared to 670 in FY22, a solid result in the

challenging market environment. Lower house prices and

higher build costs saw EBIT margins reduce to 20% from 28%

in FY22, though remained above the business’s 15% – 20%

target level. The Industrial Development business reported

EBIT of $35 million, down from $48 million in FY22. ROFE for

the division remained solid at 16%.

The Construction division delivered EBIT before significant

items of $32 million (prior to elimination of intra-Group

margin), slightly ahead of the prior year’s $28 million. Brian

Perry Civil® performed well, while Higgins®' result was below

expectations due to low margins on maintenance work,

underperformance on a range of small construction projects,

and impacts of wet weather. Positively, the Construction

division’s order book exited the year in a strong position,

with $2.5 billion of work in hand (excluding legacy projects)

and a further $1.8 billion of preferred projects. The division’s

committed and preferred work consists primarily of lower risk

forms of contracts, notably alliances, enterprise agreements

and maintenance contracts.

The Group’s legacy construction projects are nearing

completion, with most of the remaining risks related to

claims and disputes on three projects. The New Zealand

International Convention Centre and Hobson Street Hotel

(NZICC) remains on schedule for completion at the end of

calendar year 2024, with progressive handover of carparks

and the hotel planned through the first half of FY24. In

FY23, additional provisioning of $255 million on NZICC was

required due to: project costs increasing above the Contract

Works Insurance policy limits; and targeted recoveries on

Third Party Liability (TPL) insurance not yet being virtually

certain, as required for recognition under accounting

standards. The Pūhoi to Warkworth motorway was opened in

June 2023, with some deferred works to finish through FY24.

The project has lodged >$200 million of claims (of which

the Group’s share is 50%), mainly related to COVID-19 delays

and which require successful resolution to hold the current

project provision. The balance of legacy projects (circa 80 in

total) is now complete, with a small number of disputes and

defects to resolve. The most substantial of these is on the

Wellington International Airport carpark, where a circa $40

million claim has been lodged against FCC, which it disputes.

Across the Group, significant item charges in the year totalled

$301 million, compared to $54 million in the prior year.

Outside of the additional NZICC provisioning, the principal

charges were; $22 million for property and equipment

damage from the significant weather events in New Zealand

in early 2023 and A$15 million to establish a fund to support

homebuilders in Western Australia related to the Iplex®

Australia Pro-fit pipes matter.

Net interest expense for the Group was $154 million in the

year, of which $94 million related to funding costs and $60

million related to lease expenses. Tax expense was $89

million in the year compared to $159 million in the prior year.

Basic earnings per share were 30.0 cents for the year,

compared to 53.5 cents in the prior year. Excluding the impact

of significant items, earnings per share were 57.7 cents, a 4%

decrease on the 60.0 cents reported in the prior year.

Group cash flows

Cash flows from operating activities for the Group were

$388 million, compared to $592 million in the prior period.

The year-on-year reduction in operating cash flows was due

mainly to higher cash tax payments ($191 million compared

to $13 million in FY22) and higher funding costs paid ($92

million compared to $43 million). Outside of these areas,

underlying trading cash flows (excluding significant items

and legacy construction projects) were robust at $548

million, compared to $525 million in the prior year.

In the materials and distribution divisions, trading cash

flows before significant items were strong at $720 million,

materially higher than the $450 million in the prior year.

External revenue of $8,469 million was broadly in line with the prior year’s $8,498 million. EBIT before

significant items was $798 million, up 5.6% compared to $756 million in the prior year, with Group EBIT

margin before significant items improving to 9.4%. Group net earnings were $235 million, compared to

$432 million reported in the prior year. Cash flows from operating activities were $388 million, compared

to $592 million in the prior year. Return on funds employed (ROFE) was 17.1%, down on prior year of 19.3%.

Fletcher Building Limited Annual Report 2023
45

The improvement was driven by higher earnings and a

reduction in inventories in FY23, compared to a significant

stock-build in the prior year in response to stretched supply

chains.

The Residential and Development division reported a trading

cash outflow of $107 million. A working capital outflow of

$240 million in the year was driven by the settlement of circa

$235 million of land purchases, almost all of which were

contracted in prior periods, while housing work-in-progress

was actively controlled in line with the softer market. The

division made limited new land commitments in FY23 and

remains well-positioned to support its future sales pipeline

through a total of circa 4,800 sections under its control. For

the circa 3,100 sections and two rural properties on balance

sheet at June 2023, the assessed market valuation was circa

$330 million higher than the book value.

Construction recorded an underlying trading cash flow of

$5 million, with good cash generation in Brian Perry Civil®

offset by unwind of advance payment positions in Higgins®.

Legacy project cash outflows were $31 million, principally

driven by legacy roading projects, while NZICC was broadly

cash neutral as Contract Works Insurance receipts offset fire

remediation costs.

Total significant items cash outflows (excluding legacy

construction projects) in FY23 were $42 million, with the

largest item being $10 million of transition costs in Winstone

Wallboards® for the move to the new Tauriko plant.

Net capital expenditure and investments for the Group

were $641 million in FY23. Base capital expenditure of $230

million (consisting of maintenance, digital/ERP, sustainability,

and efficiency capital expenditure) remained in line with

Group Overview (cont.)

Cash flow

H1 2023

NZ$M

H2 2023

NZ$M

2023

NZ$M

2022

NZ$M

EBIT before significant items

(1)

360438798756

Depreciation and amortisation180178358350

Lease principal payments and lease

interest paid

(127)(129)(256)(244)

Provisions and other(19)(39)(58)(11)

Trading cash flow before working capital

movements

394448842851

Working capital movements(457)163(294)(326)

Trading cash flow excluding significant

items and legacy projects

(63)611548525

Legacy projects cash flow(28)(3)(31)(35)

Significant items cash flow(16)(26)(42)(28)

Trading cash flow(107)582475462

Add: lease principal repayments 9799196186

Less: cash tax paid(154)(37)(191)(13)

Less: funding costs paid(39)(53)(92)(43)

Cash flows from operating activities(203)591388592

the Group’s target range of $200 million to $250 million.

Capital expenditure for the new Winstone Wallboards®

plasterboard plant was $90 million, with the project entering

the commissioning phase in late FY23 and remaining on time

and on budget.

Growth capital expenditure and investments totalled $308

million in FY23 as the Group made material progress on its

push into growth adjacencies. Organic growth investments

included: $30 million on the new Laminex® Taupō wood

panels plant; $30 million on acquiring a new distribution

and processing site for Steel’s Auckland operations; and

$38 million on property acquisition for a new PlaceMakers®

frame and truss plant. Key acquisitions in FY23 were: the

purchase of six Tumu® building centres and a frame and truss

operation, expanding the PlaceMakers® offering servicing the

East Coast of the North Island ($50 million with an additional

$11 million working capital adjustment settled in January

2023); and Waipapa Pine Limited and Renewable Wood Fuels

Limited (together, “Waipapa”) in June 2023 as part of the

Building Products divisional growth strategy into the Wood

Products sector ($106 million with further potential earn-out

up to $13 million to be assessed through FY24). Other smaller

acquisitions in the year included a Water Filters operation ($6

million) to complement the Oliveri® business in Australia; and

the acquisition of The Urban Quarry® ($10 million) supporting

the Concrete division’s circular economy strategy.

In addition, the Group invested $19 million in the Vivid Living®

retirement village developments.

Dividend payments in the year were $311 million, consisting

of the FY22 final and FY23 interim dividends.

(1) EBIT before significant items is a non-GAAP measure used by management to assess the performance of the business and has been derived from Fletcher Building

Limited’s consolidated financial statements for the period ended 30 June 2023. Further details of Significant items can be found in note 2.2 of the consolidated

financial statements.

A seamless omni-channel experience enables
customers to simply navigate the best of PlaceMakers®'

services online, in-store and in the real world.

Fletcher Building Limited Annual Report 2023

46

Balance sheet, returns and funding

The Group’s balance sheet and funding profile remain strong.

ROFE before significant items for the year was 17.1%. Funds

employed increased to $4.8 billion compared to $4.2 billion

at 30 June 2022, underpinned by the Group’s continued

investment in attractive growth opportunities to deliver at

least 15% ROFE when mature.

The Group’s leverage ratio (net debt / EBITDA before

significant items) at 30 June 2023 was 1.2 times, higher than

the 0.6 times at 30 June 2022, but remaining at the lower

end of the target range of 1.0 to 2.0 times. Looking ahead,

the Group expects its investments in growth initiatives and

construction legacy cash outflows to lift the leverage ratio

through FY24 but continue to remain within the target range.

The Group’s gearing at 30 June 2023 was 27.8% compared

with 15.1% at 30 June 2022.

In FY23, as part of its syndicated revolving credit facility,

the Group negotiated an additional Australian dollar

denominated tranche of $674.5 million together with an

extension of a New Zealand dollar denominated tranche

of $200 million for a further five years to 2028. In addition,

the Group negotiated a New Zealand dollar denominated

committed liquidity facility of $300 million which matures

in October 2024. Total funding available to the Group at 30

June 2023 was $2,791 million of which $1,014 million was

undrawn and there was an additional $365 million of cash

on hand. The Group’s liquidity was therefore strong at

$1.4 billion.

The average maturity of the Group’s debt at 30 June 2023

was 3.1 years, with the currency split being 19% Australian

dollar; 80% New Zealand dollar; and 1% spread over various

other currencies.

The Group currently has 61% of all borrowings with fixed

interest rates with an average duration of 2.8 years. Inclusive

of floating rate borrowings, the average interest rate on the

debt (based on period-end borrowings) was 5.7%.

Dividend

The 2023 final dividend is 16.0 cents per share. The final

dividend will be fully imputed but unfranked for tax purposes.

The final dividend will be paid on 5 October 2023 to holders

registered as at 5:00 pm (NZ time) on 15 September 2023.

The shares will be quoted on an ex-dividend basis from

14 September 2023 on the NZX and ASX. The Dividend

Reinvestment Plan will not be operative for this dividend

payment.

Group Overview (cont.)

Divisional Performance
Workers at Laminex® New Zealand distribution

centre in Penrose, Auckland, getting product

ready for customer collection.

Fletcher Building Limited Annual Report 2023

47

The Building Products division reported gross revenue of $1,443 million,
broadly in line with the prior year. EBIT before significant items was $215

million, $23 million higher than the prior year, with EBIT margin before

significant items expanding 170 basis points to 14.9%.

For the Building Products division,

the FY23 trading environment was

characterised by a softening in the

residential market through the second

half of the year, as well as persistent

wet weather and sustained inflationary

pressure on input costs. Substantial cost

increases were absorbed on gypsum,

paper, resin and freight, partially offset

by lower utility costs from the drop in

electricity prices. The continuing focus on

cost management across all businesses,

combined with effective pricing disciplines

and focus on improved customer

offerings, resulted in 110 basis points

improvement in gross margin. Overall,

EBIT before significant items of $215

million was 12% higher than the prior year.

The division continues to build strong

relationships with customers through

positive product and service experience.

In FY23, Comfortech® developed the

Pink® Superbatts® glasswool insulation

range specifically suited to meet the New

Zealand H1 Building Code regulations

change. Iplex® successfully commissioned

a new PVC-O technology and Restrain

manufacturing which are both unique

to the New Zealand market, providing

market leading trenchless pipe solutions.

Pacific Coilcoaters switched to new

infra-red ovens, the first installation of this

technology for coil coating in Australasia,

which will see the delivery of substantial

carbon reduction in the coming years.

Laminex® launched a new wood veneer

emulation product that is both UV and

moisture resistant.

The division delivered a trading cash flow

of $172 million, $62 million higher than the

prior year, mainly owing to significantly

lower investments in stock. Inventory

holdings in most businesses returned

to normalised levels as supply chain

disruptions eased, except in Iplex® where

channel destocking meant inventory levels

remained elevated at year-end.

Capital expenditure in the year was

$191 million, of which $90 million was

for the new Winstone Wallboards®

plasterboard plant in Tauriko, with the

project progressing within planned cost

and timeline. This project is already in

its commissioning phase, with BRANZ

product certification underway across the

product range. Other key capital projects

in FY23 included: commencement of

the Laminex® Taupō wood panels plant

($30 million); purchase of a new Steel

distribution and processing site at Hunua

($30 million); new electric ovens in the

division’s coil business ($7 million); and

the preliminary planning and design of

the new glass wool manufacturing plant

($5 million).

As part of the divisional growth strategy

into the Wood Products sector, acquisition

of the Waipapa business was completed

in June 2023 for $119 million, $13 million

of which is a deferred earn-out expected

to be settled in H2 FY24. Together with

the Laminex® wood panels project, these

two wood-based product businesses

are aimed at strengthening the division’s

position in the broader building products

sector and delivering innovative new

products to customers.

Building Products

Revenue

Revenue Weighted

Sector Exposure

46% Residential

33% Commercial

21% Infrastructure

$

1,443m

16%

of group

revenue

* before significant items


192

FY22

215

FY23

13.2%

14.9%

EBIT* margin

EBIT*

ROFE: 18%

Safety

2.5

(TRIFR

1

)

Customer

49

(NPS

1

)

Environment

62,000 tCO

2

e

Carbon emissions

2

73%

(Revenue from

sustainably certified

products)

People

41

(eNPS)

1 Excludes Altus® and Waipapa

2 Combined Scope 1 & 2 carbon

emissions with an allocation of

Corporate emissions. Excludes

Waipapa

48

Financial Summary
Year ended 30 June

2023

NZ$M

Restated

(1)

2022

NZ$M

Gross revenue1,4431,458

External revenue1,1541,155

Gross margin34.0%32.9%

EBIT before significant items

(2)

215192

EBIT margin before significant items

(2)

14.9%13.2%

Significant items

(3)

(15)

Funds1,210892

ROFE

(4)

18%22%

Trading cash flow172110

Capital expenditure191191

Investments

(5)

106

EBIT before significant items

(2)

Year ended 30 June

2023

NZ$M

Restated

(1)

2022

NZ$M

Light Building Products159146

Metals6359

Wood Products

Divisional costs(7)(13)

Total215192

(1) The comparatives have been restated as a result of a change in segmental

classification. Humes Pipeline Systems (which was previously under the Building

Products division has been re-presented within the Concrete division being

reclassified into the Concrete division. Further details of the change can be found in

note 4 of the consolidated financial statements.

(2) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2023.

(3) Details of Significant items can be found in note 2.2 of the consolidated financial

statements.

(4) EBIT before significant items / closing funds.

(5) Excludes $13 million deferred settlement of Waipapa earn-out.

Our Building Products businesses

Light Building Products

Metals

Wood Products

Fletcher Building Limited Annual Report 2023

49

Building Products Chief

Executive, Hamish McBeath

(right), and consultant, Grant

Arnold, at Waipapa Pine

Limited in Kerikeri, Northland.

Distribution
The Distribution division reported gross revenue of $1,824 million,

which was 2% higher than the prior year. EBIT before significant items

was $141 million, compared to $137 million in the prior year, with EBIT

margin before significant items remaining in line with the prior year

at 7.7%.

For the Distribution division, FY23

represented a return to more normal

trading conditions from the prior

year where demand had outstripped

supply in many areas. The division’s

gross revenue was 2% higher than the

prior year and gross margin improved

by 80 basis points. The improvement

in gross margin was primarily driven

by the ongoing focus on operational

efficiency, including the expansion

of PlaceMakers®’ Regional Hub

programme, and improved pricing and

sales disciplines. Along with the addition

of Tumu®, this helped offset inflationary

impacts across labour, property and

supply chain. Overall, EBIT before

significant items increased by 3% to

$141 million.

The division’s performance was

underpinned by its focus on customer

centricity, with ongoing investment in

the introduction of new tools to support

best-in-class customer service. During

FY23, the division focused on enhanced

sales team capability and the rollout

of the Sales & Service Transformation

in PlaceMakers®, which creates a 360°

view of the customer to support first

call resolution and seamless service. In

FY24, PlaceMakers® plans to introduce

innovative new store formats and

continue to drive market-leading

fulfilment through digitisation of end-to-

end supply chain.

Trading cash flow was $185 million for

the year, $115 million higher than the

prior year. This was a result of effective

working capital management, with

inventory levels reducing as supply

chain reliability improved. Customer

cash collections were tightly controlled,

with debtors’ days up circa 2 days on the

prior year. This was in line with a tougher

credit environment across the building

merchant industry.

Capital expenditure in the year was

$62 million, primarily comprising: the

purchase of a property to relocate

PlaceMakers®’ frame and truss

manufacturing plant in Auckland, which

will contribute to greater operational

efficiency and increased capability to

enable share growth for the business;

and continued investment in digital

programmes, including the launch of

Mico®’s new Trade Portal and Customer

App. PlaceMakers® opened new

branches in Dunedin and Winton during

FY23, while Mico® opened new branches

in Mangawhai and Kaitāia.

In addition, the acquisition of the Tumu®

business was completed in September

2022, strengthening the division’s

network in the eastern North Island and

delivering FY23 EBIT of $9 million. The

focus remains on retaining key talent

and preserving a strong team culture to

deliver exceptional customer service to

the region and favourable earnings to

the division.

Revenue

Revenue Weighted

Sector Exposure

73% Residential

27% Commercial

$

1,824m

20%

of group

revenue

* before significant items


FY22FY23

EBIT* margin

EBIT*

ROFE: 45%

137

141

7.7 %7.7 %

Safety

4 .1

(TRIFR

1

)

Customer

31

(NPS

1

)

Environment

10,000 tCO

2

e

Carbon emissions

2

People

30

(eNPS)

1 Excludes Tumu®

2 Combined Scope 1 & 2 carbon

emissions with an allocation of

Corporate emissions

50

Financial Summary
Year ended 30 June

2023

NZ$M

2022

NZ$M

Gross revenue1,8241,789

External revenue1,7921,764

Gross margin28.9%28.1%

EBIT before significant items

(1)

141137

EBIT margin before significant items

(1)

7.7 %7.7 %

Significant items

(2)

(1)(1)

Funds312246

ROFE

(3)

45%56%

Trading cash flow18570

Capital expenditure6211

Investments61

(1) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2023.

(2) Details of Significant items can be found in note 2.2 of the consolidated financial

statements.

(3) EBIT before significant items / closing funds.

Our New Zealand

Distribution businesses

Fletcher Building Limited Annual Report 2023

51

Distribution Chief Executive,

Bruce McEwen (second

from right) at Hoani Waititi

Marae for the June 2023,

Whakatupu graduation.

Concrete
The Concrete division reported gross revenue of $1,085 million, which

was 5% higher than the prior year. EBIT before significant items was

$156 million compared to $146 million in the prior year, with EBIT

margin before significant items expanding by 30 basis points to 14.4%.

Market activity remained supportive

in the commercial and infrastructure

sectors, while a softening residential

market and wet weather impacted

activity in the second half of the year.

Input cost inflation remained elevated,

averaging around 12% per annum,

particularly in areas such as coal, diesel

and freight. Good pricing disciplines

enabled the division to hold gross

margins broadly in line with the prior

year. The division also continued to

benefit from its recent investments

differentiating its customer offering,

extending capacity and debottlenecking

key operations. Overall, EBIT before

significant items of $156 million was up

7% on prior year, with EBIT margin before

significant items increasing slightly to

14.4%. These continued improvements

have seen the division increase its EBIT

margin before significant items by 420

basis points since FY19.

The division continues to focus on

offering market-leading solutions to

customers, notably through:

• New Zealand’s largest range of low

carbon products, such as Firth®

HotEdge®, a thermally insulated

flooring solution designed to increase

building lifecycle efficiency;

• Being at the forefront of the circular

economy – the division recycled and

reused >100,000 tonnes of waste

across alternative fuels and raw

materials, clinker substitution, and the

recycling of demolition waste;

• Embracing technology solutions that

enhance customer experience and

optimise production and supply chain

operations – e.g. in FY23 the division

launched a new customer portal in

Golden Bay® to provide real-time,

on-demand access to manage orders,

delivery, and fulfilment; and

• Improved market coverage and supply

resilience via capacity increases and

bolt-on acquisitions.

Trading cash flow for the division was

strong at $156 million, although slightly

lower than the prior year due to the

phasing of raw material purchases.

Working capital remains tightly managed

and a key focus for the division.

Capital expenditure in the period of $65

million was focused on asset renewal,

quarry capacity expansion, and key

strategic projects to drive future growth

through innovation, digital and more

sustainable operations and customer

offers. The acquisition of The Urban

Quarry® was completed in April 2023

for $10 million, supporting the division

to fast-track recycling of deconstruction

waste and offering circular solutions to

customers.

Revenue

Revenue Weighted

Sector Exposure

43% Residential

27% Commercial

30% Infrastructure

$

1,085m

12%

of group

revenue

Safety

3.4

(TRIFR)

Customer

52

(NPS)

Environment

625,000 tCO

2

e

Carbon emissions

1

76%

(Revenue from

sustainably certified

products)

People

28

(eNPS)

* before significant items


FY22FY23

EBIT* margin

146

156

EBIT*

ROFE: 20%

14.1%

14.4%

1 Combined Scope 1 & 2 carbon

emissions with an allocation of

Corporate emissions

52

Financial Summary
Year ended 30 June

2023

NZ$M

Restated

(1)

2022

NZ$M

Gross revenue1,0851,033

External revenue800772

Gross margin28.9%28.7%

EBIT before significant items

(2)

156146

EBIT margin before significant items

(2)

14.4%14.1%

Significant items

(3)

(2)

Funds789729

ROFE

(4)

20%20%

Trading cash flow156172

Capital expenditure6594

Investments10

(1) The comparatives have been restated as a result of a change in segmental

classification. Humes Pipeline Systems which was previously under the Building

Products division has been re-presented within the Concrete division being

reclassified into the Concrete division. Further details of the change can be found in

note 4 of the consolidated financial statements.

(2) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2023.

(3) Details of Significant items can be found in note 2.2 of the consolidated financial

statements.

(4) EBIT before significant items / closing funds.

Our Concrete businesses

Fletcher Building Limited Annual Report 2023

53

Concrete Chief Executive, Nick Traber, overlooks

the new Winstone Aggregates® processing plant

at Whitehall Quarry, Waikato.

Australia
The Australia division reported gross revenue of $3,016 million, 7%

higher than the prior year. EBIT before significant items was $180

million, compared with $113 million in the prior year. EBIT margin

before significant items increased to 6.0% compared to 4.0% in the

prior year.

During FY23, market activity in Australia

remained broadly supportive in the

first half, while residential new-build

and alterations markets softened in the

second half as interest rate rises began

to impact activity. Revenue growth in

the year was driven mainly by Laminex®

and Iplex®, which both reported gross

revenue in local currency 13% higher than

the prior year, with Iplex® benefiting from

good levels of civil project activity.

Significant input cost inflation remained

a feature of the trading environment.

This was particularly in areas such as

steel, resin, freight and labour, although

these pressures eased somewhat in the

second half. Strong pricing discipline and

governance ensured higher input costs

were successfully recovered, with gross

margins increasing 300 basis points on

the prior year. Earnings and profitability

in the division also continued to benefit

from simplification of business models

and rationalisation of manufacturing

and distribution footprints in prior years.

Overall EBIT before significant items of

$180 million was a pleasing 59% higher

than the prior year, with EBIT margin

before significant items increasing 200

basis points to 6.0%.

The division’s focus on customer and on

growing in margin-accretive segments,

was evident in FY23 through:

• Continued build-out of digital omni-

channel solutions, with digital sales

now 15% of total divisional revenue;

• Investment in new product

development – e.g. Laminex®

Surround and Fletcher Insulation®

Firmasoft®;

• Ongoing focus on improving

DIFOTIS (Delivery in Full on Time in

Specification); and

• Share growth in higher margin

segments – e.g. Stramit® sheds and

doors, Laminex® decorative, and the

bathroom category for Oliveri®.

Significant item charges in the division

included an additional provision for

silica-related claims of A$7.5 million (see

note 11 of the consolidated financial

statements) and A$15 million to establish

a fund to support homebuilders in

Western Australia related to the Iplex®

Pro-fit pipes matter - see further

commentary on page 77.

Trading cash flow was $177 million

compared with $80 million in the prior

year. The cash flow result reflected

continued tight debtor controls and

unwinding of investments in inventories.

Capital expenditure in the year was $59

million, with key investments continuing

in the areas of new product development,

latest automation technologies in the

manufacturing businesses and digital

omni-channel programmes. Additionally,

the division acquired a Water Filters

operation for the Oliveri® business for

$6 million.

Revenue

Revenue Weighted

Sector Exposure

61% Residential

27% Commercial

12% Infrastructure

$

3,016m

32%

of group

revenue

Safety

3.2

(TRIFR

1

)

Customer

20

(NPS

2

)

Environment

282,000 tCO

2

e

Carbon emissions

3

67%

(Revenue from

sustainably certified

products

4

)

People

14

(eNPS)

* before significant items


FY22FY23

4.0%

6.0%

EBIT* margin

EBIT*

ROFE: 13%

113

180

1 Excludes Rocla®

2 Excludes Haven and Water

Filters Australia

3 Combined Scope 1 & 2 carbon

emissions. Excludes Rocla®

4 Excludes Tradelink® revenue

54

Financial Summary
Year ended 30 June

2023

NZ$M

2022

NZ$M

Gross revenue3,0162,806

External revenue2,9532,740

Gross margin32.4%29.4%

EBIT before significant items

(1)

180113

EBIT margin before significant items

(1)

6.0%4.0%

Significant items

(2)

(10)(46)

Funds1,3681,365

ROFE

(3)

13%8%

Trading cash flow17780

Capital expenditure5955

Investments6

EBIT before significant items

(1, 4)

Year ended 30 June

2023

NZ$M

2022

NZ$M

Building Products Australia14185

Distribution Australia1622

Steel Australia3120

Divisional costs(8)(11)

Total180116

(1) EBIT before significant items is a non-GAAP measure used by management to assess

the performance of the business and has been derived from Fletcher Building

Limited's consolidated financial statements for the period ended 30 June 2023.

(2) Details of Significant items can be found in note 2.2 of the consolidated financial

statements.

(3) EBIT before significant items / closing funds.

(4) Excluding the impact of Rocla®.

Our Australia businesses

Dean Fradgley, Chief Executive Australia, with learning

and organisational development team members,

Rita Slogrove (left) and Jordyn McCosker (right).

Building Products Australia

Distribution Australia

Steel Australia

Fletcher Building Limited Annual Report 2023

55

Residential and
Development

The Residential and Development division reported gross revenue of

$607 million, 12% lower than the prior year. EBIT of $147 million was a

material decrease on the $217 million in the prior year. EBIT margin of

24.2% compares to 31.4% in the prior year.

Trading conditions in the New Zealand

housing market proved challenging in

FY23. A rapid increase in interest rates

resulted in a material drop in buyer

demand and an average circa 15%

reduction in house prices. Increased

materials and labour costs further

compressed margins, while extended

consenting timelines and delays in

apartment construction led to late

delivery of some units.

In this environment Fletcher Residential

delivered a solid result, with 617 units

taken to profit compared to 670 in the

prior year. The business’s focus on lower

price points meant it was operating in the

most active part of the housing market

in FY23, and it continued to benefit from

its high-quality developments and strong

customer reputation. Clever Core®,

the division’s panelisation business,

delivered 147 homes in the year, a 40%

increase on FY22. Overall, Fletcher

Residential reported EBIT of $112 million,

down from $169 million in FY22, and

EBIT margins of 20% compared to 28% in

FY22. The FY23 margin remained above

the business’ 15% to 20% target level,

and above the 16% delivered in FY19.

The Industrial Development business

delivered EBIT of $35 million for FY23,

driven by one large land transaction in

Auckland in the second half of the year.

This compares to $48 million in the prior

year, which resulted from two significant

transactions in Australia.

The division continues to optimise

house typologies in proven locations to

meet customer preferences and target

price points. In Auckland, Vivid Living®

provides a previously unavailable offering

to retirement age customers within their

existing developments, with completion

of the first settlements at Red Beach due

in the first half of FY24, and construction

soon commencing at Karaka and Waiata

Shores. The division also continues to

lead on sustainability through innovation

in low carbon homes, and in FY23

diverted over 40% of waste away from

landfill.

Trading cash flow in FY23 was an outflow

of $107 million and divisional funds

employed at 30 June 2023 were $915

million, compared to $651 million at 30

June 2022. This increase was driven

primarily by the settlement of circa $235

million of land purchases, almost all of

which were contracted in prior periods,

while housing work-in-progress was well-

controlled.

The division made limited new land

commitments in FY23 and remains well-

positioned to support its future sales

pipeline through a total of circa 4,800

sections under control. For the circa

3,100 sections and two rural properties

on balance sheet at June 2023, the

assessed market valuation was circa

$330 million higher than the book value,

providing a degree of margin resilience

for the business in future periods.

Revenue

Revenue Weighted

Sector Exposure

92% Residential

8% Commercial

$

607m

Safety

3.0

(TRIFR)

Customer

72

(NPS)

Environment

< 1,000 tCO

2

e

Carbon emissions

1

People

40

(eNPS)


217

FY22

147

FY23

31.4%

24.2%

EBIT margin

EBIT

ROFE: 16%

7%

of group

revenue

1 Combined Scope 1 & 2 carbon

emissions with an allocation

of Corporate emissions

56

Financial Summary
Year ended 30 June2023

NZ$M

2022

NZ$M

Gross revenue607692

External revenue594680

EBIT

(1)

147217

EBIT margin24.2%31.4%

Funds915651

ROFE

(2)

16%33%

Trading cash flow(107)107

Capital expenditure

(3)

238

EBIT

(1)

Year ended 30 June

2023

NZ$M

2022

NZ$M

Fletcher Residential112169

Industrial Development3548

Total147217

(1) The EBIT result includes revaluation gains totalling $16 million. This consists of $10

million gain from transfer of land from Fletcher Living® to Vivid Living® (2022: $9 million)

and $6 million gain on revaluation of Vivid Living® investment property (2022: nil).

(2) EBIT / closing funds.

(3) Capital expenditure includes investment property development.

Our Residential and

Development businesses

Residential and Development

Chief Executive, Steve Evans

(left) at turning the sod at

Fletcher Living® Ōkahukura

site in Albany.

Fletcher Building Limited Annual Report 2023

57

Construction
The Construction division reported gross revenue of $1,325 million,

which was 16% lower than the prior year. EBIT before significant items

(and prior to elimination of intra-Group margin) was $32 million,

compared $28 million in the prior year.

The reduction in revenue relative to

FY22 was driven by the reducing volume

of work on legacy roading and vertical

building projects. During the year, road

openings were achieved on Hamilton

City Edge, Peka Peka to Ōtaki and Pūhoi

to Warkworth. Pūhoi to Warkworth was

materially impacted in time and cost by

COVID-19, with contractual claims being

pursued. Work continues on NZICC

with completion expected by the end of

calendar 2024. Revenue to go on legacy

projects is $0.3 billion, consisting mainly

of remaining works on NZICC.

In the go-forward business, Brian

Perry Civil® performed well in FY23,

as it executed on a strong pipeline of

specialist civil work. Higgins® had a

disappointing year owing to low margins

on maintenance work and poor execution

on a range of small construction projects.

Higgins® was additionally impacted in

the year by significant and numerous

weather events, resulting in lower levels

of plant and labour recoveries. Overall,

EBIT for the division was $32 million and

EBIT margin was 2.4%, with overheads

relatively flat year on year.

Significant items for the year included

the additional $255 million provisions

for completion works at NZICC plus

$17 million of costs associated with the

impacts of Cyclone Gabrielle on fixed

plant, mobile equipment and buildings in

the Hawke’s Bay region. Insurance claims

for Cyclone Gabrielle have been lodged

with no insurance proceeds having been

recognised as at 30 June 2023.

The Construction division orderbook

closed the financial year at $2.5 billion

excluding legacy projects. A further $1.8

billion of contracts are in exclusive and/

or negotiated position at June 2023,

including the Riverlink, Eastern Busway

second phase, and Auckland Airport

Taxiway Mike projects. The orderbook

continues to reflect alliance projects,

framework and maintenance agreements,

which are lower risk forms of contracts.

Trading cash flow for the division in

FY23 was an outflow of $26 million. This

comprised legacy cash outflows of $31

million, with the balance of the business

generating a $5 million inflow.

Capital expenditure in the year of $19

million compared to $29 million in prior

period, with a concentration of spend on

cyclical replacement of civil equipment

for Higgins® and Brian Perry Civil®

businesses.

Revenue

Revenue Weighted

Sector Exposure

76% Infrastructure

24% Commercial

$

1,325m

* before significant items

FY22FY23

EBIT* margin

EBIT*

ROFE: 38%

28

32

1.8%

2.4%

14%

of group

revenue

1 Combined Scope 1 & 2 carbon

emissions with an allocation

of Corporate emissions

Safety

2.9

(TRIFR

3

)

Environment

41,000 tCO

2

e

Carbon emissions

1

People

25

(eNPS)

58

Financial Summary

Year ended 30 June

2023

NZ$M

2022

NZ$M

Gross revenue

(1)

1,3251,573

External revenue1,1761,387

EBIT before significant items

(1, 2)

3228

EBIT margin before significant items

(1, 2)

2.4%1.8%

Significant items

(3)

(273)(11)

Funds85278

ROFE

(1, 4)

38%10%

Trading cash flow

(1)

(26)(24)

Capital expenditure1929

(1) Prior to elimination of intra-Group margin in relation to Winstone Wallboards® Tauriko plant and

Laminex® NZ Taupō Plant.

(2) EBIT before significant items is a non-GAAP measure used by management to assess the

performance of the business and has been derived from Fletcher Building Limited's consolidated

financial statements for the period ended 30 June 2023.

(3) Details of Significant items can be found in note 2.2 of the consolidated financial statements.

(4) EBIT before significant items / closing funds.

Note: Revenue includes income from the Group's Vertical Buildings Business (2023: $101 million;

2022: $265 million), which the Group is in the process of exiting. The New Zealand International

Convention Centre and Hobson Street Hotel (NZICC) represent the last projects to complete in

this sector. EBIT before significant items, however, excludes any earnings from these projects.

Our Construction businesses

Construction Chief

Executive, Phil Boylen

(centre right), at Watercare

project at Snell’s Beach.

Fletcher Building Limited Annual Report 2023

59

Members of the Board and Executive team visit Waipapa
Pine Limited, in Kerikeri, Northland in March 2023.

Our Board and

Executive Team

Fletcher Building Limited Annual Report 2023

60

Fletcher Building Limited Annual Report 2023
61

Fletcher Building Limited Annual Report 2023
62

Our Board

(1) M Brydon, R McDonald, D McKay, C Quinn were members of the Nominations Committee until 31 March 2023.

Bruce Hassall

BCom, CMInstD

Chair and Independent

Non-Executive Director

Term of office: Appointed

director 1 March 2017,

last elected 2020 annual

meeting.

Board committees:

Chair of the Nominations

Committee, Member of the

People and Remuneration

Committee.

Bruce has had a

distinguished career with

broad and deep commercial

and strategic experience,

and connections across

the New Zealand economy,

including in the small

medium enterprise (SME),

commercial, government

and export sectors.

As former senior partner

and CEO of PwC New

Zealand, he has extensive

advisory background and

knowledge of the corporate

environment.

Bruce is the Chair of The

Farmers’ Trading Company

Limited and Profile Group

Holdings Limited and is a

director of Fonterra Co-

operative Group Limited.

Barbara Chapman

CNZM, BCom, CMInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2020 annual

meeting.

Board committees:

Chair of the People and

Remuneration Committee,

Member of the Nominations

Committee.

Barbara brings extensive

and diverse trans-Tasman

executive experience to the

Board having served as CEO

and managing director of

ASB Bank for seven years

and having held a number

of senior executive roles

responsible for marketing,

communications, human

resources, life insurance and

retail banking in New Zealand

and Australia. She has an

extensive list of professional

achievements to her credit,

including being named

New Zealand Herald’s 2017

Business Leader of the Year.

In 2019, Barbara was made

a Companion of the New

Zealand Order of Merit for

services to business.

Barbara is the Chair of

Genesis Energy Limited

and NZME (New Zealand

Media and Entertainment)

Limited, deputy Chair of The

New Zealand Initiative and

is a director of Bank of New

Zealand.

Martin Brydon

MBA, FAICD, FAIM, Dip Elect

Eng, Dip Elron Eng

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2020 annual

meeting.

Board committees:

1


Member of the People and

Remuneration Committee,

Member of the Safety,

Health, Environment and

Sustainability Committee.

Martin has more than 40

years’ experience in the

Australian building products

sector, having started his

career as an indentured

engineering cadet with

BHP. He joined Cockburn

Cement Limited in 1981,

where he then served as CEO

from 1998-1999. Following

Cockburn Cement’s merger

into Adelaide Brighton in

1999, he held a number of

senior management roles

before his appointment as

CEO and managing director

in 2014. Martin retired

following a distinguished

30-year career with Adelaide

Brighton in January 2019.

He is Chair of ASX listed

company Duratec Limited.

Peter Crowley

BEcon, BA, FAICD

Independent Non-Executive

Director

Term of office: Appointed

director 1 October 2019,

last elected 2022 annual

meeting.

Board committees:

Member of the Audit and

Risk Committee, Member of

the Nominations Committee,

Member of the Safety,

Health, Environment and

Sustainability Committee.

Peter has over 40 years

of experience in the

construction materials and

building products industries

across Australia, New

Zealand, Asia, Europe and

North America.

From 2003-2015, he served

as managing director and

CEO of GWA Group Limited,

a leading Australian supplier

of building fixtures and

fittings to households and

commercial premises. He

also spent 18 years in the

cement industry, including

various chief executive roles

with The Rugby Group plc.

and a variety of managerial

roles with Queensland

Cement and its parent

company Holcim.

Peter is a director of

Barrambin Trading Company

Pty Limited and The Riverside

Coal Transport Company Pty

Limited.

Fletcher Building Limited Annual Report 2023
63

Cathy Quinn

ONZM, LLB, CMInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2021 annual

meeting.

Board committees:

1


Member of the Audit and Risk

Committee, Member of the

Safety, Health, Environment

and Sustainability

Committee.

Cathy practised as one of

New Zealand’s foremost

commercial and corporate

lawyers for over 30 years.

In 2016, Cathy was made an

Officer of the New Zealand

Order of Merit for services to

law and women.

Cathy is a director of

Fonterra Co-operative

Group Limited and Rangatira

Limited, chairs Tourism

Holdings Limited and Fertility

Associates Holdings Limited,

and is Pro-Chancellor of

the University of Auckland

Council.

Sandra Dodds

BCom, FCA, GAICD

As announced in June

2023, Sandra Dodds was

appointed an independent

non-executive director of

Fletcher Building Limited

and Fletcher Building

Industries Limited, effective

1 September 2023, and

will stand for election at

Fletcher Building’s Annual

Shareholders’ Meeting in

October 2023.

(1) M Brydon, R McDonald, D McKay, C Quinn were members of the Nominations Committee until 31 March 2023.

Rob McDonald

BCom, FCA, CMInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2021 annual

meeting.

Board committees:

1


Chair of the Audit and Risk

Committee, Member of the

People and Remuneration

Committee.

Rob's finance career spans

over 30 years with a strong

track record in financial and

risk management, developed

over two decades with Air

New Zealand. As the airline’s

chief financial officer,

he received a number of

accolades during his career,

including CFO of the Year

in the Deloitte Top 200 in

2015 and the Fairfax Media

New Zealand CFO of the Year

award in 2010.

Rob is the Chair of Contact

Energy Limited, a director of

AIA New Zealand Limited and

the Chartered Accountants

of Australia and New

Zealand, and a member of

the University of Auckland

Council.

Doug McKay

ONZM, BA, AMP (Harvard),

CFInstD

Independent Non-Executive

Director

Term of office: Appointed

director 1 September 2018,

last elected 2021 annual

meeting.

Board committees:

1


Chair of the Safety, Health,

Environment and

Sustainability Committee,

Member of the Audit and

Risk Committee

Doug brings considerable

business leadership and

commercial experience,

as the former CEO of

major manufacturing and

distribution businesses such

as Lion Nathan, Carter Holt

Harvey, Goodman Fielder,

Sealord and Independent

Liquor, and as the inaugural

CEO of the amalgamated

Auckland Council.

Doug is the Chair of Bank

of New Zealand, a director

(and Chair elect) of Vector

Limited, IAG New Zealand

Limited and National

Australia Bank. Doug’s

previous governance

experience includes

directorships in Ryman

Healthcare, Eden Park Trust,

Genesis Energy and other

prominent New Zealand

companies.

Doug is a chartered fellow

of the New Zealand Institute

of Directors. In 2015, he was

made an Officer of the New

Zealand Order of Merit for

services to business and

local government.

Fletcher Building Limited Annual Report 2023
64

For the full biographies of our Executive Team, please see www.fletcherbuilding.com/about-us/board-and-management.

Ross Taylor

Chief Executive Officer

Steve Evans

Chief Executive Residential

and Development

Hamish McBeath

Chief Executive Building Products

Claire Carroll

Chief People Officer

Dean Fradgley

Chief Executive Australia

Bruce McEwen

Chief Executive Distribution

Wendi Croft

Chief Health and Safety Officer

Joe Locandro

Chief Information Officer

Bevan McKenzie

Chief Financial Officer

Phil Boylen

Chief Executive Construction

Andrew Clarke

Group General Counsel and

Company Secretary

Nic k Trab e r

Chief Executive Concrete

Executive Team

Winstone Wallboards® project director, Stewart
Vaughan, onsite at the new Tauriko GIB® facility.

Fletcher Building Limited Annual Report 2023

65

Corporate Governance
The Board is committed to ensuring that Fletcher Building has appropriate corporate governance

arrangements in place that are consistent with the size and nature of the Group’s operations.

At Fletcher Building, governance is about creating a strong and principled ethics-based culture, where accountability and

transparency improve the quality and clarity of decision-making within the Group. The primary objective is to create and

adhere to a corporate culture that is open and transparent, develops capabilities, and identifies opportunities to create value

for our stakeholders.

The Group’s approach to applying the principles and recommendations outlined in the NZX Corporate Governance Code

dated 17 June 2022 (“the Code”) is set out below (including where its practice materially differs from the Code). The Group’s

constitution, the Board and committee charters, code of conduct and policies referred to in this statement are available to

view on our website at fletcherbuilding.com/investor-centre/corporate-governance.

This governance statement is current as at 30 June 2023 and was approved by the Board on 15 August 2023.

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.”

CODE OF CONDUCT

The Group has a Code of Conduct with which all directors, senior executives and employees are required to comply. The

Code of Conduct documents minimum standards of ethical behaviour, the Group’s purpose and values, operating safely and

responsibly, acting with integrity and honesty, protecting our assets, complying with the law, and speaking up.

In addition, the Group’s Anti-bribery and Corruption Policy provides for a zero-tolerance approach to bribery and corruption,

whether in the private or public sector, anywhere in the world. The policy also sets out expectations around giving and

receiving gifts, charitable donations and dealings with business partners. The policy notes that political donations are not

permitted without approval of the Board. No requests for such approval were made in FY23. All Fletcher Building personnel

must adhere strictly to the requirements of this policy. There were no reported breaches of this policy in FY23.

Fletcher Building has a free phone and online service (“FBuCall”) which can be used by any directors and employees of

Fletcher Building Limited and its subsidiaries (“Fletcher Building personnel”), to report suspected unacceptable, unethical or

illegal behaviour in the workplace. This service is operated by independent external providers so calls are kept anonymous.

Fletcher Building strongly believes in upholding human rights across all its business operations. Human rights are fundamental

civil, political, economic and social rights and freedoms that every human is entitled to without discrimination and include

the right to be treated decently at work, to express opinions and beliefs without fear of recrimination, to have privacy, and to

be free from harassment, abuse or discrimination. Our Human Rights Policy describes how Fletcher Building will uphold and

monitor human rights within its business operations.

The Modern Slavery Act 2018 is Australian legislation which commenced on 1 January 2019. Our Human Rights Policy includes

the statement that Fletcher Building prohibits the use of all forms of forced labour, including indentured labour, bonded

labour, prison labour, modern forms of slavery, and any form of human trafficking within our supply chain. Modern Slavery

Statements are reported to the Australian Border Force and published on our website and in the online modern slavery

register controlled by the Australian Border Force.

SECURITIES TRADING POLICY

The Group has a Securities Trading Policy which applies to all Fletcher Building personnel, and their related persons.

The policy also applies to any Fletcher Building secondee, adviser or contractor who is in possession of material information

that is not available to the market and who intends to trade, or advise or encourage others to trade, in listed securities of

Fletcher Building or any of its subsidiaries.

The policy employs the use of black out periods to restrict persons covered by the Securities Trading Policy who are

more likely to have knowledge of, or access to, inside information from trading. This group of personnel must notify the

Company Secretary of their intent to trade. In addition, through our share registry, Computershare Investor Services Limited

(Computershare), we actively monitor trading in Fletcher Building shares by senior personnel.

Fletcher Building Limited Annual Report 2023

66

Corporate Governance (continued)
Principle 2 – Board Composition and Performance

“ To ensure an effective board, there should be a balance of independence, skills,

knowledge, experience and perspectives.”

BOARD’S ROLES AND RESPONSIBILITIES

The role of the Board is to provide overall strategic guidance and effective oversight of management for the purposes of

protecting and enhancing the value of Fletcher Building assets in the best interests of the Group. The Board has statutory

responsibility for the affairs and activities of the Group, which in practice is achieved through delegation to the CEO who is

charged with the day-to-day leadership and management of the Group.

The Board’s roles and responsibilities are formalised in a Board Charter, which is available on the Group’s website. The Board

Charter sets out those functions that are delegated to management and those that are reserved for the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Procedures for the appointment and removal of directors are governed by the Group’s constitution. The Nominations Committee

makes recommendations to the Board in respect of Board and committee composition and, when required, identifies individuals

it considers to be qualified to become Board members.

Before a person is appointed to the Board, checks as to the person’s character, experience, education, criminal record and

bankruptcy history are conducted. Each director receives a letter formalising his or her appointment. That letter outlines the key

terms and conditions of his or her appointment, including Fletcher Building’s expectations of the role of director, and is required

to be countersigned confirming agreement.

DIRECTOR INDEPENDENCE

The Group acknowledges the importance of having independent directors who have an appropriate balance of skills to optimise

the performance of the Group.

The Board currently comprises seven directors, with a wide range of skills and experience. The appointment of an eighth director

on 1 September 2023 has been announced. The qualifications and experience of each of the directors, including length of

service, are set out in “Our Board” section.

The factors that the Board will consider in deciding whether a director is ‘independent’ are set out Appendix A to the Nominations

Committee Charter. Any director who has a change in relevant circumstance to any of those factors must immediately notify the

Chair of that change so that his or her independence can be re-assessed. If there is a change in the Board’s determination, it will

be announced to the market. The Board considers all the current directors as at 30 June 2023 to be independent.

The Chair is an independent director and is not the CEO. In addition, the Chair of the Audit and Risk Committee is not the Chair of

the Board and, pursuant to its charter, all members of this committee are non-executive and independent directors.

Fletcher Building Limited Annual Report 2023

67

Corporate Governance (continued)
INCLUSION AND DIVERSITY

Fletcher Building’s Inclusion and Diversity Policy is available on the Group’s website. The People and Remuneration Committee

annually reviews progress against inclusion and diversity initiatives developed by the Group to deliver outcomes against the policy.

The Board is satisfied with the initiatives being implemented by the Group and its performance with respect to the Inclusion and

Diversity Policy. Our inclusion and diversity strategy, set in 2019, concentrates on three dimensions: greater female representation,

more diverse ethnicity in leadership and creating an inclusive culture.

We are members of the Champions for Change network in New Zealand and continue to provide diversity reporting as input into the

Champions for Change Annual Diversity Report. This report provides a benchmark against appropriate external comparators as per

current policy requirements. Participating in the report holds us accountable year on year to increase our representation of women

across our business at all levels.

Our goal to increase annually females in operational roles, at both a leadership and individual contributor level, continues. The

original targeted increase of 1% across the Group each year was achieved in FY23 and has helped to shift mindsets and build

confidence and momentum. We now have strong foundations to set a more ambitious but achievable goal of 30% women in leader

and individual contributor roles by the end of FY27.

Throughout this year, we have focused our efforts on creating targeted Gender Action Plans for each business unit to support us

achieving our FY27 gender goal. These business plans are supported by group initiatives, including our enhanced parental leave

policy, as well as development and mentoring programmes.

As announced in June 2023, Sandra Dodds will join as an independent director, effective 1 September 2023, which will increase

female representation on our Board to 37.5%. Sandra will stand for election at the Annual Shareholders’ Meeting in October 2023.

Our Australian division launched their first Reconciliation Action Plan that represents our commitment to tangible and impactful

actions, both in the present and the future, to actively contribute to the ongoing process of reconciliation in Australia. Te Kakano,

our Māori strategy was also launched this year to help our business embrace and adopt the Māori identity and world view in our

business practices which will in turn create stronger relationships with mana whenua in the community.

We have strong people led Employee Action Groups to support our inclusive culture. FB Pride were instrumental in developing and

launching our Gender Affirmation Leave and Transitioning at Work Guidelines. We are also pleased to have been re-accredited with

the Rainbow tick through to June 2024. The results of our re-accreditation report exemplify Fletcher Building’s improvement over

the past year to make our workplace safer and more inclusive for our employees. Our leading gender-neutral parental leave policy

(introduced in FY22, and strongly advocated for by the Equality Network) has also been featured on the New Zealand Parental Leave

Register this year.

Comparison of gender composition within Fletcher Building between 30 June 2022 and 30 June 2023 is set out in the table below.

20232022

FemaleMale

Gender

Diverse

(2)

FemaleMale

Gender

Diverse

(2)

Board of directors2 (29%)

(1)

5 (71%)0 (0%)2 (29%)5 (71%)0 (0%)

Executive committee2 (17%)10 (83%)0 (0%)2 (17%)10 (83%)0 (0%)

Senior management

(3)

19 (26%)55 (74%)0 (0%)18 (24%)57 (76%)0 (0%)

All employees25%75%0%24%76%0%

(1) In June 2023, Sandra Dodds agreed to join the Board, effective 1 September, taking female representation to 37.5%.

(2) Pursuant to NZX Listing Rule 3.8.1(c), gender diverse data was introduced to annual report reporting in June 2022.

(3) Senior management for these purposes includes any leader who reports to a member of the executive committee.

Fletcher Building Limited Annual Report 2023

68

BOARD SKILLS MATRIX
The Board has adopted a skills matrix which takes account of the breadth of the Group’s business interests and the nature of the

Group’s strategic focus. Skills and diversity that are relatively underweight are considered when making appointments to the

Board. The table below shows the representation of expertise among the current directors for the Board as a whole.

Business contextCapabilityKey elementsDirector expertise

Product and market

knowledge

Industry

Manufacturing and distribution / land and property

development / construction and infrastructure

New Zealand / Australia building products sector

Functional Expertise

Financial expertise

Prior CFO, Audit and Risk Committee Chair

experience, financial risk management

Commercial depth

Business operations at scale, commercialisation of

research-based innovation

Technology and

digital innovation

Cybersecurity, data analytics, disruptive

technology, digital platforms

Sales and go-to-

market

Marketing, retail, service delivery, customer

engagement, omnichannel

M&A, divestments,

corporate

restructuring

M&A, divestments, corporate and balance sheet

structuring

Environmental, social

and governance

Shareholder engagement, sustainability

frameworks, ESG indexes and reporting

Government, legal,

regulatory

Engagement with government stakeholders,

legal, policy and regulatory environments,

NZX/ASX experience

Health and safetySafety standards and best practice

People, culture

transformation

Leading transformation / cultural turnaround, talent

management and remuneration

Key: Very strong Strong Solid Some gaps

This key represents the assessment of the strength of the skills and experience of the Board as a whole.

DIRECTOR INDUCTION AND DEVELOPMENT

The Board conducts induction and continuing development for directors, which includes visits to Group operations and briefings

from key executives and industry experts. Directors conducted site visits to observe first-hand the safety and other management

practices and business responses to issues. In addition, all directors carried out an in-depth cyber training workshop which

included simulating a cyber crisis situation.

BOARD PERFORMANCE

Reviews of the performance of the Board and individual directors are carried out to assist the Board as a whole and individual

directors to perform to a high standard.

Further to comprehensive reviews of its performance and processes completed in 2019 and 2021, the Board conducted a

performance review in 2023 with the assistance of the NZ Institute of Directors. The next comprehensive review is scheduled for

early 2024.

Corporate Governance (continued)

Fletcher Building Limited Annual Report 2023

69

Principle 3 – Board Committees
“ The board should use committees where this will enhance its effectiveness in key areas,

while still retaining board responsibility.”

In accordance with the Board Charter, committees have been set up to enhance the Board’s effectiveness in key areas, while still

retaining overall responsibility. As at 30 June 2023, the Board committees were:

–Audit and Risk Committee (ARC)

(1)

–Nominations Committee

–People and Remuneration Committee

–Safety, Health, Environment and Sustainability Committee (SHES)

(1)

Each committee is governed by a charter setting out its roles and responsibilities (a copy of which is available on the Group’s

website). Committees do not take action or make decisions on behalf of the Board unless specifically mandated by prior Board

authority to do so. Employees only attend committee meetings at the invitation of the particular committee. From time to time,

the Board may create ad-hoc committees to examine specific issues on its behalf.

CommitteeRoles and Responsibilities

Members as at

30 June 2023

Audit and Risk

Committee

The role of the ARC is to advise and assist the Board in discharging the responsibilities

with respect to external financial reporting, internal control environment, internal audit

and external audit functions, and risk management practices.

Rob McDonald (Chair)

Peter Crowley

Doug McKay

Cathy Quinn

Nominations

Committee

The committee oversees all matters relevant to the composition of the Board and

its committees (including renewal, succession, independence, and diversity), Board

performance, and professional development for directors.

Bruce Hassall (Chair)

Barbara Chapman

Peter Crowley

People and

Remuneration

Committee

The principal role of the committee is to oversee and regulate compensation and

organisation matters affecting the Group, including remuneration and benefits,

people-related policies (including diversity), performance and remuneration of the

Group’s senior executives and management development, and succession planning of

the CEO and his direct reports.

Barbara Chapman

(Chair)

Martin Brydon

Bruce Hassall

Rob McDonald

Safety, Health,

Environment

and

Sustainability

Committee

The role of the committee is to support and advise the Board on strategies related to

safety, health, environment, and sustainability (SHES); monitor emerging trends; oversee

management of risks, opportunities and impacts; review SHES governance framework

and management systems; monitor performance of related targets and commitments;

incorporate appropriate metrics into operating frameworks and reporting; and approve

public disclosures related to its roles and responsibilities.

Doug McKay (Chair)

Martin Brydon

Peter Crowley

Cathy Quinn

(1) As announced in June 2023, Sandra Dodds agreed to be appointed an independent director of Fletcher Building Limited and Fletcher Building Industries Limited,

effective 1 September 2023. Ms Dodds will join the Audit and Risk Committee and the Safety, Health, Environment and Sustainability Committee.

Corporate Governance (continued)

Fletcher Building Limited Annual Report 2023

70

Corporate Governance (continued)Corporate Governance (continued)
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The table below shows directors’ attendance at the Board and committee meetings during the year ended 30 June 2023.

Board

Audit and Risk

Committee

Nominations

Committee

(2)

People and

Remuneration

Committee

Safety, Health,

Environment and

Sustainability

Committee

Number of meetings held 114334

Bruce Hassall (Chair)

(1)

112331

Martin Brydon10333

Barbara Chapman1133

Peter Crowley11434

Rob McDonald11433

Doug McKay11434

Cathy Quinn11434

(1) Bruce Hassall attended Committee meetings in an ex officio capacity.

(2) From April 2023, the members of the Nominations Committee are Bruce Hassall, Barbara Chapman and Peter Crowley. Prior to that date all directors were members of this

Committee. Martin Brydon, Rob McDonald, Doug McKay and Cathy Quinn attended June 2023 Nominations Committee meeting in an ex officio capacity.

The directors' meetings referred to in the table above do not include additional ad hoc or transactional committee meetings held

through the year.

TAKEOVER PROTOCOLS

The Board has established detailed protocols that set out the procedure to be followed if there were a takeover offer for the

Group, including any communication between Group insiders and the bidder.

Fletcher Building Limited Annual Report 2023

71

Corporate Governance (continued)
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.”

CONTINUOUS DISCLOSURE

Fletcher Building is committed to providing all of our investors with timely access to full and accurate material information about the

Group. Our Disclosure Policy sets out the internal processes designed to enable the Group to comply with the disclosure obligations

of the NZX and ASX. The Board has adopted this policy, which applies to all members of the Board and executive, all employees of

Fletcher Building and its affiliated entities, as well as consultants, contractors and other service providers where they have a relevant

contractual obligation to Fletcher Building or one of our businesses. The Disclosure Policy is available on the Group’s website.

Directors formally consider at each Board meeting whether there is relevant material information which should be disclosed to the

market.

DISCLOSURE OF CODES AND CHARTERS

All of our key governance documents (including the Code of Conduct, key corporate policies and Board and committee charters)

are available on our website at fletcherbuilding.com/investor-centre/corporate-governance.

INTEGRITY IN NON-FINANCIAL REPORTING

The Board has approved an overarching Sustainability Policy and a sustainability strategy for the business.

That strategy was developed by evaluating non-financial environmental, social and governance issues that are material to the

business. It includes non-financial goals and measures for the business. The strategy and progress measures are published on

our website.

Progress against the strategy is reported to the Board Committee responsible for the strategy area, as determined in each board

char ter.

Annual progress against the non-financial measures in the sustainability strategy goals and measures are reviewed by

management and by the relevant Board Committee. This internal review covers matters including the methodology applied to

calculate the measure (with reference to external benchmarks, frameworks, and global standards if relevant); the coverage of the

measure; the completeness of the measure; any key assumptions in relation to the measure; the comparability of the measure to

historic reporting; the materiality of the measure; and management’s confidence that the measure and supporting information is

materially correct.

Climate-related reporting

In addition to the internal review for Group measures described above, the Group receives third party assurance on reported

greenhouse gas emissions for Scope 1, 2 and 3. The assurance statement is publicly available on our website.

The Group also issues a statement in relation to Climate-related risks, which covers aspects required under the TCFD framework.

Significant transitional risks resulting from climate change are reported to the Safety, Health, Environment and Sustainability

Committee and significant physical risks are included in the risk management process for the business and reported to the Audit

and Risk Committee. These risks are summarised in a Climate-related Disclosure document which is available on our website.

NEW ZEALAND CLIMATE-RELATED DISCLOSURE FRAMEWORK

In December 2022, the External Reporting Board (XRB) issued the climate-related disclosure (CRD) framework for New

Zealand which aligns closely with the emerging international standards, primarily the standard published by the International

Sustainability Standards Board (ISSB); IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information

and IFRS S2 Climate-related Disclosures.

The framework includes:

• Aotearoa New Zealand Climate Standard 1 (NZ CS 1): Climate-related disclosures;

• Aotearoa New Zealand Climate Standard 2 (NZ CS 2): Adoption of Aotearoa New Zealand Climate Standards (i.e. transitional

provisions); and

• Aotearoa New Zealand Climate Standard 3 (NZ CS 3): General Requirements for Climate-related disclosures.

This framework on climate-related disclosures is mandatory for Fletcher Building as a climate reporting entity for accounting

periods commencing on or after 1 January 2023.

Fletcher Building intends to provide a separate disclosure on this matter for the 30 June 2024 reporting period.

Fletcher Building Limited Annual Report 2023

72

Principle 6 – Risk Management
“ Directors should have a sound understanding of the material risks faced by the

issuer and how to manage them. The board should regularly verify that the issuer has

appropriate processes that identify and manage potential and material risks.”

Fletcher Building's risk management framework is aligned with ISO31000: 2018 Risk Management – Principles and Guidelines

standard. The purpose of the risk management framework is to identify, assess, control, monitor and report the key risks we face

so that the Group can achieve its objectives and protect its staff, customers and reputation. The framework provides a consistent

structure for risk management and is aligned with Group strategy.

The Group’s risk management framework is based on the three lines of defence model, as shown in Figure 1 below. Responsibility

for operational risk management sits with the managers in the individual business units and the divisional chief executives.

Our risk management and assurance processes support this through our Group functions and are ultimately overseen by the

Board and the Executive Leadership Team. A dedicated internal audit team takes a risk-based approach to auditing key business

activities and reports directly to the Audit and Risk Committee (ARC). In this reporting period, the Group commenced additional

reporting to the Safety, Health, Environment and Sustainability Committee (SHES) on responsible procurement processes and

practices and Fletcher Building’s approach to management of human rights including modern slavery aspects.

FBU Board

ARC CommitteeSHES Committee

Internal Audit

Executive Committee

Finance

Legal

People

Division

BUBUBUBU

Division

EHS

Group


Risk

IT

Property

3rd Line of Defence:

Board, Executive and

Internal Assurance

2nd Line of Defence:

Group Functions

1st Line of Defence:

Business Units

Figure 1

As part of its risk management responsibility, the Audit and Risk Committee receives regular reports of the existing and

emerging key risks, progress on the closure of recommendations that are generated through the risk engineering programme,

current and target risk ratings as well as controls to mitigate or manage risks. This includes key risks, uncertainties and

judgments on key construction projects as disclosed in note 2.6 of the consolidated financial statements. The SHES Committee

and the People and Remuneration Committee also periodically receive risk updates related to matters specifically covered by

the relevant board charters.

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Fletcher Building’s remuneration strategy is designed to attract, retain and motivate high calibre people at all levels of the

organisation with remuneration programmes that are market-competitive, flexible and affordable. Our frameworks provide

incentive to drive for both annual and long-term results, and to maximise shareholder value.

Our practices for setting remuneration are detailed in our Remuneration Policy. The policy is governed by the People and

Remuneration Committee in line with its charter, which is available on our website.

The ‘Remuneration Report’ section details the remuneration framework of Fletcher Building, as well as the remuneration of the

directors, the CEO and other executives, and senior management. This includes a discussion on share-based remuneration.

Fletcher Building Limited Annual Report 2023

73

Corporate Governance (continued)
ACTIVITIES IN FY23

In FY23, the Group continued its focus on risk management in four key areas: governance and reporting, response and recovery

advice, risk management expertise and guidance, and business resilience.

A total of 25 risk workshops were held with the individual business unit leadership teams in FY23. These workshops are a key

component of the Group’s risk management approach and assist in developing a bottom-up reporting process. Additionally,

the risk workshops process supports the individual business units’ leadership teams to consider that the appropriate risk

management strategies are being pursued.

During FY23, a review of the Group’s significant supply chain exposures was completed focusing on risk management strategies

being deployed to manage disruptions. Several initiatives to improve the Group’s preparedness in respect of cyber events were

also completed through FY23.

Fletcher Building utilises a number of external experts to enhance risk management and help manage some of its key risks, such

as business resilience, product quality and information security. As part of our risk engineering programme, external engineers

conducted 28 site surveys, including seismic assessments for 4 of our Christchurch sites. The reports and recommendations

produced from these site surveys provide valuable risk and resilience insights to Group management as well as our insurers. In

relation to information security, we use the international NIST Cybersecurity Framework to help reduce our risk and protect our

network data.

We have continued our product quality assurance programme with the assistance of external product quality auditors surveying

selected manufacturing facilities. These audits assess the effectiveness of existing controls and processes to assist the continued

evolution of the Group’s product quality systems.

In FY22, the Group appointed Aon New Zealand to assess climate related transitional and physical related risks and issued its first

Climate-related Risk Disclosure. The physical risk assessment was a refresh of an exercise completed by Aon New Zealand in

2020 using the ‘reasonable worst case’ climate scenario known as RCP8.5 against a 2030 and 2070 timeframe. The assessment

focused on a number of climate-related hazards, including rainfall, temperature, sea level rise and extreme storm events. The

assessment generated a number of key outputs including:

• no material change in risk is expected in the FY30 time frame;

• some change in risk is expected for the FY70 timeframe due to changes in climate stressors; and

• less than 2% of the Group’s asset value has high or extreme flood hazard exposure.

As part of this FY22 assessment, AON supported the Group to assess transitional risks and opportunities in the areas of

policy, regulation, market risk, technology risk and reputational risk within the short to medium term. Key transitional risks and

opportunities were also included in the FY22 disclosure.

In FY23, the Group reviewed sector-wide risks as part of the New Zealand property sector Climate-Related Disclosures group,

which was convened to develop consistent climate risk scenarios for property sector entities to use as part of meeting incoming

mandatory climate risk reporting requirements in New Zealand. For the Group, these mandatory reporting requirements will

apply for our FY24 reporting year, and therefore in FY24, the group will expand its climate risk assessment to encompass the

three scenarios developed for the property sector and will include these in a FY24 Climate-related Risk Disclosure, to meet

mandatory disclosure requirements.

Fletcher Building Limited Annual Report 2023

74

Corporate Governance (continued)
KEY RISKS

The Fletcher Building risk management framework is focused on ten key commercial (non-health and safety) risks that the Group

faces across its business. However, these risks are dynamic and new risks and uncertainties may materialise in the future due to

changes in economic conditions, regulatory environment, and other factors. The current ten key risks are:

Description

How this risk may impact

Fletcher Building

How we manage this risk at Fletcher Building

Business resilience

A disruption to business processes,

particularly the loss of key assets,

may lead to an inability to undertake

the activities of a business unit or the

Group.

A disruption event at a key

site could lead to an extended

operational interruption,

which may negatively impact

the financial performance of a

business unit and, ultimately,

the Group.

–Business units have business continuity plans in place that

address the identified operational continuity risks. Our

focus is on continuous improvement to strengthen these

plans in respect of various risks including natural events

and in particular, flooding.

–Regular monitoring of the risk environment occurs to

consider that key risks are appropriately covered by

insurance, where practical and cost-effective.

–An established independent risk engineering review

programme is in place for our key sites.

–The business has carried out scenario analysis for physical

climate change risk in FY20 and FY22. We review short,

medium, and long-term risks associated with climate

change and resource availability at divisional and Group

level to assess our resilience and the risk horizon.

Economic and construction downturn

The building and construction

industry in which the Group operates

is fundamentally cyclical and is

impacted by the macroeconomic

conditions within both the New

Zealand and Australian economies.

The failure by the Group to

identify early and respond

to cyclical downturns may

impact financial results and

cause sub-optimal business

performance by business units

and the Group.

–Senior leadership teams of business units and divisions

monitor their key markets and are supported by its

Corporate centre with in-depth market analysis.

–Regular operational reviews are undertaken with

businesses units and divisions as well as the Board

undertaking divisional deep dives.

–Strong focus on working capital, capital expenditure and

balance sheet management.

Regulatory and legal

With the Group operating in a number

of different business sectors as well

as countries, it is subject to a wide

range of regulatory requirements and

jurisdictions. These regulations and

jurisdictions can be complex, subject

to change and may affect the Group’s

operations.

Failure to adhere to, or adapt

to changes in, the various

regulatory requirements

may lead to the imposition

of penalties, operational

disruption and/or reputational

damage.

–The Group has developed a broad range of policies that

address the regulatory and legal risks that are faced by

the businesses. A number of these policies are located at:

https://fletcherbuilding.com/investor-centre/corporate-

governance/

–The Group periodically reviews emerging regulation and

emerging international standards and frameworks to

identify potential future regulatory changes.

–The Group’s Golden Rules provide a framework for all staff

on the type of contractual risks that the Group is prepared

to accept.

Product quality

The Group constructs, manufactures

as well as sources from third parties

a range of structures and building

products that are required to meet

local and international standards and

regulations.

Products and structures

manufactured, supplied and/

or purchased that may not

meet relevant international or

local standards and regulations

may lead to product recalls,

remediation costs and/or

financial penalties.

–Product quality control systems and processes exist

within our businesses to manage this risk.

–Supplier vetting and reviews are undertaken by both our

businesses, and where appropriate, by third parties.

–External experts provide independent Product Quality

Review (PQR) audits on business units’ manufacturing and

product quality control processes.

–For more information on material product quality

claims currently being managed, please refer to page

77 and notes 11 and 25 of the consolidated financial

statements.

Supply chain

Disruption to business unit operations

through the ineffective coordination

and control of the organisational

supply chain. The Group’s supply

chain may face a variety of challenges

such as pandemics, logistical and

public infrastructure constraints or

disruption to key suppliers.

Disruption to business unit

or Group operations through

ineffective coordination and

control of the organisational

supply chain may result

in operational disruption,

penalties and reputational

damage.

–Business units have business continuity plans in place that

look to address the identified supply chain issues.

–Where possible, business units look to establish

contingent supply agreements across material/product

suppliers and logistical providers.

Fletcher Building Limited Annual Report 2023

75

Corporate Governance (continued)
Description

How this risk may impact

Fletcher Building

How we manage this risk at Fletcher Building

People

The failure by the Group to attract,

retain and engage our people

(including engagement with

collective representation groups)

negatively impacting business units

or the Group.

The failure of the current

processes to attract and

retain talented staff can have

a negative impact on the

functioning of a business unit

and the Group.

Additionally, industrial action

by collective representation

groups can cause operational

disruption.

–The People and Performance function within the Group

supports the business by providing advice, tools,

processes and policies to drive employee, team and

business performance.

–Business units and the Group benefit from the

development and learning activities provided by the

central Organisational Development team.

–FBuSay, the Group-wide employee engagement survey,

provides valuable insights about staff engagement.

Environment

Business unit operations may cause

environmental damage through the

failure to comply with the required

environmental laws, resource

consents and regulations.

Additionally, execution of strategic

sustainability initiatives is required

for the Group to achieve its purpose

of ‘improving the world around us’

in relation to sustainability goals, in

particular achieving a 30% reduction

of carbon emissions by 2030.

Failure to comply with the

environmental laws, resource

consents and regulations

may result in imposition of

penalties and reputational

damage.

Additionally, a failure to meet

the Group’s sustainability

objectives may result in

decreased demand from

customers for the Group’s

building materials.

–Business units that have potential significant

environmental impacts have Environmental Management

Plans in place and have monitoring processes in place for

resource consents.

–At both the Group and business unit levels, we engage

with regulators on proposed changes to standards and

regulations.

–The Group has a stated sustainability strategy with

short- and medium-term goals and accompanying group

progress measures.

Technology resilience

Like many businesses, Fletcher

Building is dependent on information

technology systems to maintain its

operations.

Failure to provide reliable, resilient,

adaptable and efficient technology

infrastructure may impact the

operations of the business units or

the Group.

Additionally, the Group is also exposed

to threats by third parties that can

create operational disruption or result

in the loss of personal information or

confidential data.

Failure to provide reliable,

resilient, adaptable, and

efficient technology

infrastructure may cause

operational disruption and/

or reputational damage to

business units or the Group.

Failure to safeguard personal

information or confidential

information may also result

in the imposition of penalties

and reputational damage.

–Continued capital expenditure investment in technology

systems across the Group to support our operations.

–A dedicated team within Group Technology to address

the constantly evolving cybersecurity threats that the

Group faces.

–Group-wide education and awareness training, including

the Board of Directors, in relation to cyber-threats and

cyber breach preparedness.

–We use international experts and partners to enhance our

cyber resiliency.

–We proactively undertake disaster recovery planning for

our systems and infrastructure.

Contractual

The Group has a diverse portfolio of

business units and the execution of

onerous contract(s) by any one of

the business units may result in the

Group being liable for liabilities or

performance under contracts that are

commercially adverse.

The execution of onerous

contracts may have the

potential to negatively impact

financial performance or the

reputation of a business unit

or the Group.

–The Group has established delegated financial authorities

(‘DFA’) that business units and the Group must adhere to.

–The Group has developed Golden Rules which govern the

way we contract with external parties.

–For more information about risks and claims relating

to our construction contracts, please see note 2.6 of

the consolidated financial statements, "Construction

Accounting".

Corporate reputation and social licence to operate

The Group appreciates the privileged

position it has in the communities in

which it operates in and the social

responsibility that it has to a wide

range of stakeholders. In a diverse

and ever-changing economic and

social environment, the Group needs

to consider whether its operations

continue to address the interests of

all its key stakeholders.

The failure to act in a way that

supports a strong corporate

and social reputation for

the Group with its key

stakeholders (Government,

investors, customers and

communities) may result

in adverse commercial,

reputational or regulatory

outcomes leading to

negatively impacting the

financial performance of a

business unit or the Group.

–Engagement with the communities and how we work with

stakeholders takes different forms for each business unit

and project.

Fletcher Building Limited Annual Report 2023

76

Corporate Governance (continued)
IPLEX® AUSTRALIA PIPES UPDATE

As noted in the 2023 Interim Financial Results and an NZX announcement on 17 April 2023, Iplex® Australia has received a number of

product quality complaints relating to a hot and cold water polybutylene pipe product it previously manufactured (under the name

"Pro-fit"). The complaints relate to leaks in homes, primarily built by group home builders in Western Australia, which have required

repair or replacement of the pipes and, in some cases, damage to the affected homes.

Reports to Iplex® Australia are that, to date, about 1,500 (up from about 1,200 in April) of the houses constructed in Western Australia

using Pro-fit in the period mid-2017 to mid-2022 have experienced leaks. Iplex® Australia ceased the sale of Pro-fit in mid-2022.

The Pro-fit product was also sold into other States of Australia in that period. Reports to Iplex® Australia are that the leak rate in those

other States is not materially unusual for a product of this type. The Pro-fit product was sold only in Australia.

The Western Australia building regulator (the Department of Mines, Industry Regulation and Safety, known as DMIRS) has investigated

the matter. It has informed Iplex® Australia that, as foreshadowed in the Company's 17 April 2023 NZX announcement, "concerns

were identified" regarding the manufacturing process used for Pro-fit by Iplex® Australia. Neither the results of those investigations or

the basis for that statement have been provided to Iplex® Australia. DMIRS has referred the matter to the Australian Competition and

Consumer Commission (ACCC). Iplex® Australia expects to continue to engage with both DMIRS and the ACCC on this issue. Third

party plumbers and builders in Western Australia have also asserted to Iplex® Australia their belief that the cause is a manufacturing

defect.

For its own part, Iplex® Australia continues to consider a range of factors which may be relevant to determining root cause. At this

time, the work that Iplex® Australia has undertaken or commissioned that has been completed does not identify a manufacturing

defect. Iplex® Australia's investigation into the cause(s) include a range of factors it believes needs to be considered.

In the near term, Iplex® Australia continues to work with relevant stakeholders on an appropriate path forward. That path will be

informed by the cause(s) identified, whether those matters are agreed or contested, the facts and patterns observed in the data

provided by all parties, whether regulator(s) and homeowners accept any proposed response plan and the availability of resources

in the market to undertake work. The range of outcomes of that work plan may include product replacement in the homes where the

Pro-fit product was installed, in whole or in part. There are a number of factors which may impact any work plan, including whether it

extends to product that has not leaked.

As advised to the market, Iplex® Australia has made a provision for this matter of A$15 million which is treated as a Significant Item.

That provision is not an indication of Iplex® Australia's view as to the costs it will or may incur in relation to this matter. The provision

is in respect of costs expected to be incurred by Iplex® Australia in investigating this matter and providing funds to Western Australia

builders who choose to take advantage of its offer to contribute to the cost of repairs and replacement work in the interim, as

described in the Company’s April 17 NZX announcement. Iplex® Australia has not adjusted that provision at balance date but will

continue to review that treatment as facts and circumstances evolve.

Ultimately, if Iplex® Australia is found to bear some responsibility, the cost to it in rectifying homes with Pro-fit installed (as well as to

meet any damages claims, fines and other costs) may be a sum that could have a material impact on the Group’s financial position.

However, the extent to which Iplex® Australia is ultimately held to have any responsibility and the impact that may have on the Group is

not able to be established at this time. Those matters will depend on resolution of a number of matters, including:

• the final determination as to cause(s) and the allocation of responsibility between Iplex® Australia and other parties;

• the type and scale of remediation required, including the cost of undertaking it;

• other losses suffered by third parties ultimately attributable to Iplex® Australia;

• if and how any relevant insurance policies respond; and

• the time frames over which payments may be required. For example, removing Pro-fit from houses in Western Australia may take

a number of years to do, given the scale of that task and the constrained resources in the Western Australia market likely to be

available to undertake that work. If Iplex® Australia was to become subject to litigation in respect of this matter, final judgment may

not be reached for some time.

As these matters may continue to take some time to be identified and settled, Iplex® Australia will continue to work with relevant

stakeholders including homebuilders on an appropriate path forward.

RISK CAPTURE AND REPORTING

The risk and uncertainties that are faced by the individual business units are captured in the Group-wide risk management tool,

RADAR. The information captured in RADAR enables risk management information captured at the business unit level to be

disseminated at higher levels of the organisation.

The Group undertakes operational risk reporting through business unit operational reviews. This allows the Group to see how business

units are making decisions in assessing risks and implementing their business strategies. It also assists the Group in understanding

how different risks affect different parts of the business.

In addition to the risks captured in RADAR, specific updates on Group level impacts, such as risks associated with regulatory change,

climate change and modern slavery, are reviewed annually and reported to the Board or to the relevant Board Committee.

Fletcher Building Limited Annual Report 2023

77

Corporate Governance (continued)
Principle 7 – Auditors

“The Board should ensure the quality and independence of the external audit process.”

The Audit and Risk Committee performs an annual performance assessment of the external auditor to ensure ongoing quality and

effectiveness. EY is our external auditor.

The Auditor Independence Policy includes requirements for the rotation of external audit engagement partners. The Auditor

Independence Policy is available on our website. In addition, the policy covers the provision of non-audit services by the Group’s

auditor. Auditor’s fees and expenses paid to EY are presented within note 6 of the consolidated financial statements included in this

Annual Report. The other work performed by the external auditor beyond the statutory audit was pre-approved in accordance with

the policy and is not considered to compromise independence as the services did not constitute material sums of money or relate to

strategic matters affecting the Group.

Representatives from EY attend our Annual Shareholders’ Meeting each year, where they are available to answer questions from

shareholders relevant to the audit.

INTERNAL AUDIT

Fletcher Building has an internal audit function, which evaluates and improves the effectiveness of key risk management, control

and governance processes. Internal audit develops an annual internal audit plan for approval by the Audit and Risk Committee and is

accountable for its implementation. To provide for the independence of the internal audit function, internal audit reports functionally

to the Audit and Risk Committee and administratively to the Chief Financial Officer.

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.”

COMMUNICATING WITH SHAREHOLDERS

Fletcher Building maintains a website, which contains information about Fletcher Building’s financial performance, operational

activities, corporate governance and other information of specific relevance to investors and stakeholders. The website has been

enhanced to include detailed information on Fletcher Building’s ESG (environmental, social and governance) measures which

allows our stakeholder community to monitor our performance and easily identify and access the processes, measures, initiatives

and certifications that underpin our commitment in these areas. The core requirements on communicating with shareholders are

formalised in a Shareholder Communications Policy, most recently approved in May 2022, and available on our website.

The Group operates an investor relations programme, which includes scheduled interactions with investors, analysts and other

market commentators. Presentations are disclosed on the Group’s website and the NZX and ASX announcement platforms.

Shareholder meetings with the Chair and other directors are facilitated throughout the year. The Chief Executive Officer, Chief

Financial Officer, and at times, operational executives, present via an analysts’ and investors’ conference call after the release of the

interim and full year results and answer questions raised by analysts and investors. A hybrid investor day was held in June 2023 with

presentations by the Chief Executive Officer, Chief Financial Officer and operational executives. Each presentation included question

and answer sessions. Site visits also form part of the investor relations programme throughout the year. The Board bi-annually

obtains research on the perceptions that the New Zealand and Australian investment community has of the Group, management and

performance. In 2023, the Board has been addressing governance matters including increasing the minimum share ownership by

directors, increasing female representation to the Board, and reducing the Nominations Committee to three members. In addition, all

directors carried out an in-depth cyber training workshop which included simulating a cyber crisis situation.

ELECTRONIC COMMUNICATIONS

Shareholders have the option to receive communications from, and send communications to, Fletcher Building in electronic form.

Shareholders are actively encouraged to take up this option.

SHAREHOLDER VOTING

Major decisions that may change the nature of Fletcher Building are presented as resolutions at the Annual Shareholders’ Meeting

and voted on by shareholders. There have been no major decisions made during the year which would change the nature of Fletcher

Building and which would require shareholder approval.

ANNUAL SHAREHOLDERS’ MEETING

All shareholders are entitled to attend the Group’s Annual Shareholders’ Meeting, either in person or by a representative.

Resolutions at the shareholders' meeting are by way of a poll, where each shareholder has one vote per share. Fletcher Building

encourages shareholders to ask questions in advance of the meeting, to encourage further engagement with the Group and provide

management with a view of the concerns of the Group’s shareholders. Our notice of meeting is sent to all our shareholders and is

posted on our website at least 20 working days prior to the meeting.

Fletcher Building Limited Annual Report 2023

78

Sustainability Materiality
and Methodology

MATERIALITY ANALYSIS

As a large business, we recognise our operations have an impact on many people. Our sustainability strategy is based on what

is most important to our business, people, communities, customers, key stakeholders and investors; where we have the most

impact; and where our actions can lead to meaningful change. These are our material sustainability impacts, and they form the

basis of the goals within our sustainability strategy.

Material impacts assessment

In FY22 we engaged an independent specialist consultancy to conduct a materiality assessment. The assessment followed 2021

Global Reporting Initiative (GRI) Standards, in particular GRI 3: Material Topics, to identify and assess our impacts. Our FY18

materiality assessment served as a starting point, complemented by analysis of external benchmarks including those from, at

that time, the Sustainability Accounting Standards Board (SASB), the Living Standards Framework, leading industry peers, and

sustainability investor indices including the Dow Jones Sustainability Index (DJSI) and MSCI together with internal workshops

with subject matter experts from several of our divisions.

Following the principle of double materiality, the analysis was designed to look at external environmental, social and governance

impacts on our organisation and also to identify our impacts on the economy, environment, and people across Fletcher Building’s

activities and business relationships. The impacts identified included those caused by our activities, impacts where our activities

contribute to an impact, and impacts that are neither caused nor contributed to by our activities but where our operations are

associated with the impact. The severity of the impacts was assessed based on the scale of the impact, scope of the impact, and

the degree to which remediation of the impact is possible.

Stakeholder insights

As part of the assessment, our consultant conducted confidential interviews with selected subject matter experts, following

the AA1000 Stakeholder Engagement Standard (SES). Representatives from the public sector, infrastructure providers, industry

peers and experts, industry associations, sustainability consultancy, investor experts, academia and a cohort of early career

employees from within our business were interviewed. The interviews provided specific insights on the significance of different

impacts; expectations and requirements about performance; and how Fletcher Building could further accelerate and refine its

approach to sustainability.

The key insights from the interviews were that stakeholders want to see sustainability embedded within the business strategy for

Fletcher Building, and for the business to look at impacts and opportunities to improve sustainability not just within the business

but across the value chain through partnering and providing thought leadership within our sectors of operation. Internal and

external stakeholders saw great potential for Fletcher Building to contribute to society, largely in areas we already focus on,

including greenhouse gas emissions, material usage and waste, and health safety and wellbeing.

Material impacts and integration with our strategy

The assessment identified 26 sustainability impacts that are material for Fletcher Building, which we prioritised to 12 impacts with

highest severity. These fall into the three broad categories summarised below:

• Climate change impacts: Scope 1 and Scope 2 emissions and climate mitigation; Scope 3 supply chain emissions and

embodied carbon, and Scope 3 emissions from use of our products

• Resources, emissions and the circular economy: Use of raw materials; operational waste and resources efficiency; modern

methods of construction and innovation; circularity in construction; ecosystem impacts; and healthy products

• Health, safety and wellbeing: Health, safety and wellbeing of our workforce; employment practices; and employee,

community and civic engagement

Both the material impacts and the stakeholder insights from our FY22 materiality analysis have been integrated into our refreshed

FY23 sustainability strategy, which was signed off by our board in September 2022.

Climate change impacts are addressed in the Net positive environmental impact strategic goal, as well as in the net zero carbon

group measure. Resources, emissions and the circular economy impacts are addressed in the Leading the way in sustainable

building products and solutions and Circular economy commitment across our business goals, as well as the Revenue from

sustainably certified products and Waste avoided, recycled, and/or reused measures. These goals also reflect stakeholders

desire to see sustainability embedded within our business strategy and value chain. Health, safety and wellbeing impacts are

addressed in the Safe, diverse and inclusive workspace and in the Our community at the heart of what we do goals, as well as the

rest of the group measures.

As part of partnering and providing thought leadership within our sectors of operation, we are active member of the following

sustainability organisations:

–Infrastructure Sustainability Council of Australia –New Zealand Green Building Council

–Sustainable Business Council –Green Building Council Australia

–Sustainable Business Network –Climate Leaders Coalition

Progress against the goals in our sustainability strategy is reported in the front sections of this Annual Report. We note the recent

issue of ISSB standards, and will refer to these in our next assessment of material impacts.

Fletcher Building Limited Annual Report 2023

79

Sustainability Materiality and Methodology (continued)
METHODOLOGY USED FOR NON-FINANCIAL MEASURES

Greenhouse Gas (GHG) emissions

The Greenhouse Gas (GHG) emissions included in this report were calculated for the period from 1 July 2022 to 30 June 2023 in

accordance with the GHG Protocol and ISO 14064-1:2018 International Standard for GHG Emissions Inventories and Verification.

Scope 1 and Scope 2 emissions from our businesses were calculated on the equity share basis. This means that emissions from

our businesses and from joint ventures we are part of have been included. For joint ventures, the percentage of emissions

included is based on our percentage ownership of the joint venture.

The divisional GHG emissions included in this report represent the share of our Group GHG emissions resulting from operations

within those divisions. As with Group emissions, these were calculated on the equity share basis. Divisional emissions in this

report also include an allocation of corporate GHG emissions from our head office operations in New Zealand. These corporate

GHG emissions have been allocated to the New Zealand divisions in proportion to the divisional contribution to overall GHG

emissions for Fletcher Building.

Scope 3 emissions, those from our supply chain, were calculated in accordance with the GHG Protocol. Reported supplier data

was used for circa 58% of reported emissions. For the balance of emissions, where emission factors from goods and services

are published by the New Zealand or Australian governments, as applicable, we have used these factors to convert the mass,

volume or other units for goods and services into tonnes of CO

2

equivalent (tCO

2

e). Where specific data on quantities of supply

chain goods and services was not available, we have estimated emissions using spend based factors, using the internationally

recognised DEFRA factor set, corrected for exchange rates and inflation.

As required periodically by the Greenhouse Gas Protocol accounting standard, we have re-baselined our emissions from FY18

to FY23 to account for acquisitions, divestments, methodology changes and improved availability of historic data. Re-baselined

figures have been used in this report for all years. Re-baselining means that the GHG emissions and emission reductions

are based on what our real-world emissions would have been for all years from, and including, FY18 if the boundary of our

operations for those years had been the same as for FY23.

The main adjustments were the divestment of our Rocla® operations, the acquisition of the Laminex® Monkland operations,

the acquisition of the Tumu® business, and an adjustment of the emissions factors for coal and biomass used at Golden Bay®

to provide improved specificity on emissions from the actual fuels used. Collectively, these adjustments result in slightly lower

reported emissions for the Group across all reporting years, including the baseline year of FY18 which changes from 1.238 m

tCO

2

e to 1.213 m tCO

2

e.

Our reported Scope 3 emissions for FY23 now include data sourced directly from our largest steel and cement suppliers. By

doing this, we are more accurately accounting for the emissions associated with the production of these products that we use

in our operations. It is important to note that this increase does not necessarily mean that our actual emissions have increased

compared with previous reporting periods. We expect that our Scope 3 emissions will have further changes in future reports as

we obtain more accurate emissions data on our purchased goods and services. Our Scope 1, Scope 2 and Scope 3 emissions,

including all adjustments related to the re-baselining, have been externally verified by Toitū Envirocare in accordance with ISO

14064-1:2018. Their assurance statements for FY18 to FY23 are available on our website.

Waste diverted from landfill

The waste diverted from landfill figure included in this report is the tonnage of waste diverted from landfill, and includes waste

managed as part of our principal waste contracts, which represents most of the waste generated from our operations. The figures

for waste diverted from landfill do not include waste material resulting from our operations that was reused as cleanfill or hardfill,

or waste used for energy recovery. The waste figures in this report do not include waste that is not managed under our principal

waste contracts, and where specific waste measurements for our operations are not provided to us.

Revenue from sustainably certified products

The revenue from sustainably certified products included in this report is revenue from products that hold a credible, third party

verified, sustainability certification.

The sustainability certifications that we include are Type I environmental labelling requirements under the ISO 14024 Standard

(Environmental Choice New Zealand, Good Environmental Choice Australia, Global GreenTag GreenRate) and the Type III

environmental declaration requirements under the ISO 14025 Standard.

These certifications qualify for the sustainable products credits in either the Green Star or IS Rating construction sustainability

ratings within New Zealand and Australia.

We calculate the revenue for sustainably certified products as a percentage of the total revenue from products made or sold

by our manufacturing businesses. We exclude revenue from non-manufacturing businesses (our distribution and construction

businesses) from the total revenue used for this calculation.

Fletcher Building Limited Annual Report 2023

80

Total Recordable Incident Frequency Rate (TRIFR)
Total Recordable Incident Frequency Rate (TRIFR) included in this report is the total number of recordable injuries and illnesses

per million hours worked in a year by Fletcher Building.

TRIFR calculation is on a 12-month rolling period and is the total number of recordable injuries multiplied by a million and

divided by total number of hours worked. Recordable injury definitions are derived from the Occupational Safety and Health

Administration standards, and include Medical Treatment Injuries, Lost Time Injuries, Serious injuries and Fatal Injuries, and

exclude Restricted Work Injuries. Total number of hours worked excludes holiday time and includes contractors, it is estimated

where required based on work activities.

TRIFR in this report includes all employees and contractors working under Fletcher Building control or on Fletcher Building

controlled sites.

Employee Net Promotor Score (eNPS)

Employee Net Promotor Score (eNPS) included in this report is the result from a Group-wide employee engagement survey

which provides insights on employees’ engagement and provides them the opportunity to share their experience working for

Fletcher Building. The survey is run using an external survey platform. eNPS is measured by surveying our people and measuring

the difference between the promoters and detractors. This is then compared to the provider’s benchmark data set, to show how

Fletcher Building compares to other organisations.

eNPS is calculated by subtracting the percentage of detractors (i.e. those who gave scores of 0 – 6) from the percentage of

promoters (i.e. those who gave scores of 9 – 10). The range of possible eNPS scores ranges from -100 to 100. The eNPS figure in

this report is based on a survey of all permanent employees of Fletcher Building and excludes fixed term casual employees and

contingent workers.

Fletcher Building changed to using eNPS in FY23. In light of this, the FY22 comparative (reported as engagement percentile using

the previous methodology) has been recalculated in line with the presentation for FY23.

Net Promotor Score (NPS)

Net Promotor Score (NPS) is a widely used measure for customer satisfaction. NPS ranges from -100 to 100 and is calculated by

subtracting the percentage of detractors (i.e. those who gave survey scores of 0 – 6 out of 10) from the percentage of promoters

(i.e. those who gave survey scores of 9 – 10 out of 10). NPS is measured at regular intervals via surveys at a cadence appropriate

for each business. An external third-party platform is used to conduct surveys, receive and follow-up on feedback, and generate

insights. Businesses refresh customer lists regularly to make sure a representative sample is surveyed.

NPS in this report includes all business units other than the Group's joint ventures and associates, newly acquired business units

(Tumu®, Waipapa, Haven Kitchens and Water Filters Australia), and the Construction division.

Fletcher Building Limited Annual Report 2023

81

Remuneration Report
Winstone Wallboards®' production team leaders, Victor

Peyroux (centre), with operators, Brandon Chase and Silvia

Fianco, in the control room at the Tauriko GIB® facility.

Fletcher Building Limited Annual Report 2023

82

Message from the People and Remuneration Committee Chair
Dear Shareholders

On behalf of the Board, I am pleased to present Fletcher Building’s Remuneration Report for the financial year ended 30 June 2023.

The year in review

Fletcher Building has continued to perform well despite softer

market activity and wet weather conditions, and we remain well-

positioned for growth over the longer-term. Short-term incentive

(STI) outcomes of our CEO and Chief Executives range between

13% to 66% of maximum, reflecting solid performance against

stretching targets set by the Board.

We take a prudent and responsible approach towards executive

remuneration, tailored across each of our divisions and based

on a range of financial and non-financial metrics. Based on this

approach, the Executives in our Residential and Development

and Construction divisions were not eligible for individual goal

achievement, having not achieved their financial gateways.

In addition to financial returns, we are committed to having a

positive impact on the environment, creating a safe, diverse and

inclusive workplace, and enriching the lives of our customers and

the communities in which we operate. Our approach to assessing

this performance is guided by our sustainability strategy which

includes targets of a 30% reduction in carbon emissions by FY30

(and achieving net zero by FY50), 30% women in leadership by

FY27 and top quartile customer and employee engagement.

These ESG (Environmental, Social & Governance) targets are

incorporated into the STI scorecards of our senior leaders to

drive focus and outcomes beyond the financial year. We have

been impressed by the considerable progress our teams have

made this year, through applying innovative technologies and

approaches to achieve these goals. This is reflected in our world-

class sustainability credentials such as being a member of the

2023 S&P Sustainability Yearbook and listed in the Dow Jones

Sustainability Index for Australia.

As a reminder, we introduced three changes to our executive

long-term incentive (LTI) framework in FY23 to increase

shareholder alignment and the link between sustainable

performance and remuneration outcomes. These were the

addition of ROFE (return on funds employed) as a performance

measure (in addition to rTSR); removing the LTI retest dates; and

aligning the grant and test dates to the Group’s full year results.

We also adjusted the financial vs non-financial weightings of the

STI scorecard for the Group CEO and Operational leaders from

70%:30% to 65%:35% at target. This resulted in a more balanced

approach between financial and non-financial measures,

enabling us to better incorporate strategic ESG goals.

The year ahead

To carefully manage costs through the expected economic

downturn, the CEO, Chief Executives and General Managers will

receive no fixed remuneration increases next year. However, in

lieu of a salary increase, and to motivate and engage our leaders

through FY24, the STI pay-out at target for this group will increase

from 100% to 110% for FY24 only. This uplift only applies to the

financial component of the STI, and it is therefore closely linked

to performance and is self-funded.

While we have focused on improving our pay parity position

over the last three years and made good progress, some of our

previous gains have been eroded. This was mainly due to hiring

externally in a tight labour market, with increasing wages in a

male-dominated industry. The gap increased from 3.5% in FY22 to

4.2% this year. We will undertake a comprehensive review of our

practices in FY24 and introduce enhancements to close the gap.

Given the improvement of our safety performance and maturity,

with TRIFR levels in some of our businesses nearing global best,

we have also reviewed our approach to safety in the STI, so it

aligns to our strategic approach. Further details about these and

other changes are set out on the next page of this report. The

remainder of the remuneration section of the Annual Report

provides an overview of the remuneration framework that applied

for FY23.

We have introduced a number of reporting enhancements

to increase disclosure about the alignment of performance

and remuneration outcomes, and to ease investor analysis.

These enhancements include a 5-year summary of STI and

LTI performance measure results and the CEO’s remuneration

outcomes; STI and LTI term sheet tables; the CEO’s maximum

remuneration opportunity in dollar terms; and a Frequently Asked

Questions (FAQ) section.

The Committee and I would like to thank all our teams for their

contribution to the achievements delivered in FY23. I invite you to

review the 2023 remuneration report.

Barbara Chapman

People and Remuneration Committee Chair

Remuneration Report

In addition to financial returns, we are

committed to having a positive impact on

the environment, creating a safe, diverse

and inclusive workplace, and enriching

the lives of our customers and the

communities in which we operate. These

ESG targets are incorporated into the STI

scorecards of our senior leaders to drive

focus and action.

Barbara Chapman

People and Remuneration Committee Chair

Fletcher Building Limited Annual Report 2023

83

Remuneration Report (continued)
1. FY24 REMUNERATION FRAMEWORK CHANGES

The following table summarises key changes to our remuneration policies and frameworks for FY24 and beyond and provides the

rationale and outcomes of these changes.

ChangeDetailRationale and outcome

A revised approach for

incorporating safety

performance into our

short-term incentive

(STI).

For businesses with TRIFR (Total Recordable Injury Frequency

Rate) >2.0, the safety component of the STI will continue to

include a safety lead (risk) and lag (TRIFR) measure, weighted at

5% each.

For businesses with TRIFR <2.0 (i.e. top quartile performance

globally), the safety component will move to lead indicators only,

weighted at 10%. TRIFR will still be tracked for these businesses,

and if it increases past the overall group TRIFR, they will lose 5%

of the total 10% safety weighting in the STI.

As our safety performance improves and our

businesses mature, we needed to review our

approach to incorporating safety in the STI.

TRIFR is at record low levels for some of our

businesses (<2.0). As such, using TRIFR as a

target becomes less meaningful, with some

businesses only experiencing incremental

improvement. Therefore, we needed to look to

lead measures to drive continued improvement

in safety excellence.

This approach creates closer alignment between

our safety strategy (recognising our businesses

can be at different stages of maturity) and the

approach to safety in the STI.

Nil fixed remuneration

increases for senior

leaders, and a 10%

increase in STI pay-out

at target for FY24

only. The uplift only

applies to the financial

component of the STI.

The CEO, Chief Executives, and General Managers will receive no

fixed remuneration increase for FY24.

In lieu of an increase for this group, STI pay-out at target will

increase from 100% to 110% for FY24 only.

The 110% pay-out at target will be delivered via a 10% step

increase when financial targets are achieved only, as follows:

• straight-line between threshold to target (0% - 100%);

• increase with a 10% step at target; and

• straight-line between target and maximum (110% - 150%), with

the maximum opportunity remaining at 150%.

The STI uplift only applies to the financial component of the STI

and the additional cost of this approach will be added to our

EBIT targets – i.e. additional STI will only be achieved if more

stretching EBIT targets are met.

Increasing the STI pay-out at target motivates

and engages our senior leaders through a

challenging FY24 and carefully manages costs

given that this approach is performance-based

and self-funded.

2. FY23 REMUNERATION FRAMEWORK

The following sections describe the remuneration framework in place during FY23.

2.1 The role of the People and Remuneration Committee

The principal role of the People and Remuneration Committee is broader than purely remuneration matters. Its role is to oversee

and regulate remuneration, and organisation matters affecting the Group, including remuneration and benefits policies, diversity

and inclusion, culture, performance and remuneration of the Group’s senior executives, development and succession planning

for the CEO and executives (i.e. leadership roles reporting directly to the CEO), and major organisation changes.

The People and Remuneration Committee is kept apprised of relevant market information and best practice, obtaining advice

from external advisors when necessary.

Key decisions made and reviews undertaken by the People and Remuneration Committee during FY23 included: review and

approval of the FY23 STI and LTI for senior leaders, review of succession depth and development for the CEO, approval of

updated remuneration proposals, review of pay parity, and pension plan governance matters.

2.2 Remuneration strategy and framework

The remuneration framework and how it supports the strategy set out on the next page, is based on the FY23 framework.

Fletcher Building Limited Annual Report 2023

84

CONTENTS

1. FY24 Remuneration Framework Changes

84

2. FY23 Remuneration Framework

84

3.Performance Outcomes

89

4.CEO Remuneration

91

5.Frequently Asked Questions

94

6.Employee Remuneration

95

7.Directors’ Remuneration

96

Remuneration Report (continued)
Vision

To be the leader in New Zealand and Australian building products and solutions

Purpose

Improving the world around us through smart thinking, simply delivered

Governance

Our Board is responsible for the Group’s remuneration policy, which is available on our website, with the People and

Remuneration Committee assisting in the conduct of its responsibilities. A key role of the Committee is to oversee and

regulate remuneration and organisation matters affecting the Group.

Remuneration Principles

(a full set of our remuneration principles is available in our remuneration policy)

Risk

Encourage conduct that

does not expose the Group

to inappropriate risk while

promoting high standards

and accountability

Strategy

Focus on sustainable

earnings, growth and

key Company goals and

objectives (short and

long-term)

Our People

Attract and retain high

calibre people, rewarding

high standards of

performance and values

Shareholder

Focus on the creation of

shareholder value by driving

an ownership culture with

‘skin-in-the-game’

Remuneration framework and how it supports the strategy

FY23 REMUNERATION FRAMEWORK

Retains and motivates

key talent, and drives

alignment by rewarding for

achievement of the Group

goals and creation of

shareholder value

Rewards for safety,

financial and individual

performance measured

using a balanced

scorecard

Following the release of

the final audited financial

year results, a portion

is paid in cash and the

remainder is deferred into

equity for 2 years

Short-Term Incentive

Recognises on a

discretionary basis,

achievement of the Group

and individual performance

objectives

Supporting the alignment

of our most senior people

with shareholder interests,

ensuring value is created for

our people where relative

TSR is realised and ROFE

is achieved. Encouraging

long-term sustainability, a

focus on performance and

growth, and achievement of

the Group strategy

Two equally weighted

measures: Relative Total

Shareholder Return (rTSR)

referenced to an industry

comparator peer group

and Return on Funds

Employed (ROFE)

Allocation of Fletcher

Building shares, with

vesting after 3 years,

based on achievement of

shareholder return over

this period. Allocation is

made using face value at

the time of grant

Long-Term Incentive

Aim to drive long-

term, sustainable

results, and creation

of shareholder value

At-risk remuneration components (subject to performance outcomes)

Attract and retain key

talent to drive the delivery

of the Group strategy.

Rewards ongoing

performance in role

Set based on capability,

performance, job size, and

industry benchmarks

Includes base salary,

any allowances, non-

cash benefits, and

superannuation/KiwiSaver

Fixed Remuneration

Executives are

benchmarked against a

peer group composed of

New Zealand and Australian

companies generally

comparable in size,

complexity and industry

Guaranteed remuneration components

Relationship

to Strategy

Performance

Measure

Remuneration

Element

Element

Delivery

Fletcher Building Limited Annual Report 2023

85

Remuneration Report (continued)
2.3 Fixed Remuneration

Fletcher Building’s policy is to set fixed remuneration based on capability, performance, size of role, and industry benchmarks in

the country in which the employee is located. Participation in retirement savings plans is made available to employees as required

by remuneration practices in relevant countries.

Remuneration levels are reviewed and benchmarked annually for market competitiveness, and alignment with strategic and

performance priorities. A peer group which comprises New Zealand and Australian companies, generally comparable in size,

complexity and industry is used to benchmark executives. Our peer organisations display similar characteristics to Fletcher

Building by way of industry/sector, market capitalisation, revenue, geographic scope and employee numbers and generally

reflects where the Group wins talent from and loses talent to.

2.4 Short-Term Incentive (STI)

The following table summarises the Senior STI which applied to the CEO and Chief Executives in FY23.

STI ElementDescription

General

Eligibility

• Participation in the STI is by annual invitation at the discretion of the Board and typically includes senior

leaders who have a direct impact on the Group’s performance.

Opportunity

• Group CEO: Target = 112% of Base Salary

• Chief Executives: Target = 70% - 80% of Base Salary (role dependent)

• Maximum opportunity is 150% of Target for all participants

Vehicle

• Group CEO: 50% cash; 50% deferred into equity (share rights) for 2 years

• Chief Executives: 60% cash; 40% deferred into equity (share rights) for 2 years

Performance Conditions

Performance

conditions

and

weightings

• The weightings of financial, safety and individual goals vary by role, as outlined below.

MeasureDescription

Operational

Executives

Functional

Executives

Safety

gateway

• Safety leadership interactions reinforce a line-led safety culture,

and places emphasis on the importance of active and authentic

leadership for safety on-site.

126

Financial

• CEO and Functional Executives in Corporate: Group EBIT, EBIT

margin and trading cash (excluding significant items).

• Operational Executives in divisions: Divisional EBIT and trading

cash, capital management or work won, depending on the

division's priorities.

• EBIT is a gateway to the individual goals, i.e. if the EBIT threshold

is not met, no individual component of the STI is payable.

• To strike an appropriate balance between focusing on division

financials and those of the Group, a multiplier (either up or

down) is applied based on the achievement of a Group EBIT

target.

Target: 65%

(115% max)

Target: 50%

(100% max)

Safety

• All roles have a safety lead and lag measure, weighted at 5%

each.

• The safety lead target differs by role, with operating executives

based on risk containment sweeps, and functional executives on

those areas of safety culture they are most able to influence.

• The safety lag measure is based on injury reduction targets, i.e.

reduction in TRIFR (Total Recordable Injury Frequency Rate).

10%10%

Individual

• Individual goals for the executives are aligned to the different

priorities of their businesses or functions, and may include

above plan growth, employee engagement (eNPS), customer

(NPS), talent, diversity, sustainability, innovation, and other

strategic goals that drive performance beyond the current

financial year.

25%40%

Total STI scorecard at target (Financial Target + Safety + Individual)100%100%

Total STI scorecard at maximum (Financial Max + Safety + Individual)150%150%

• Performance hurdles for our financial measures are set at two levels: a threshold level, which must be met

before any STI is paid, and a maximum level that reflects stretch performance. Financial thresholds are

generally set at 80% of maximum hurdles.

• The performance range for individual and safety measures is between 0% and 100% of the goal, with no

opportunity for stretch performance.

Fletcher Building Limited Annual Report 2023

86

Remuneration Report (continued)
STI ElementDescription

Timing

Assessment

of awards

• An assessment of performance against the performance conditions occurs following finalisation of the

Group’s full year results.

• Each of these financial measures is assessed separately at this time and achievement against each

executive’s individual goals is reviewed and approved by the Board.

• Eligibility for consideration of a payment under the STI requires a participant to remain employed by the

Group at the date of payment, following the end of the financial year.

• Both the cash and deferred equity (share rights) components are awarded as soon as reasonably

practicable after the announcement of the Company’s full year results in August each year.

Deferred

Equity:

Disposal

restrictions

and

dividends

• A participant is entitled to receive one ordinary share for each vested share right.

• The share rights will vest and be automatically exercised into shares on the second anniversary of the

grant date, subject to the plan’s leaver provisions.

• There will be no disposal restrictions on the shares received following the vest and exercise of share

rights, subject to any minimum shareholding obligations and insider trading policies.

• No dividends (or voting rights) are received on the deferred share rights during the deferral period.

2.5 Long-Term Incentive (LTI)

The table below summarises the Group's share based executive long-term share scheme (ELSS).

LTI Element

Description

General

Eligibility

• Participation in the ELSS is by annual invitation at the discretion of the Board and includes the Group CEO

and Chief Executives.

Opportunity

• Group CEO: Target = 80% of Base Salary

• Chief Executives: Target = 40% - 50% of Base Salary (role dependent)

• Maximum opportunity is 100% of Target for all participants

Vehicle

• Under the ELSS, participants purchase shares in the Group at the offer price with an interest-free loan. The

offer price is established at market value at the commencement of the three-year restrictive period. The

shares are held by a trustee on behalf of participants until the end of that three-year restrictive period.

• Provided the nominated share performance criteria are met and participants remain employed with the

Group throughout the restrictive period, a cash bonus is paid to meet the repayment of the interest-free

loan and legal title in the shares is then transferred to the participants.

• To the extent that the performance criteria are not met, or the participant ceases to be employed by the

Group, the shares are forfeited, and the proceeds used to repay the interest-free loan. Exceptions to this

are considered in the case of redundancy or retirement.

• A taxable bonus is paid sufficient to repay the loan related to the vested shares. Subject to the impact of

any increase in the tax rate since allocation, net after-tax dividends related to the vested shares are paid to

the employee.

• The legal title to the shares is transferred to the employee.

Fletcher Building Limited Annual Report 2023

87

Remuneration Report (continued)
LTI Element

Description

Performance Conditions

Overview

• The ELSS is designed to align executive remuneration with sustainable financial outcomes for

shareholders over the longer term, and to attract and engage participants.

Performance

conditions,

weightings,

and timing

(2022 ELSS

grant)

• The 2022 ELSS grant is subject to two equally weighted performance criteria, tested at the end of a 3-year

restrictive period:

• Relative total shareholder return (rTSR); and

• Return on Funds Employed (ROFE).

• TSR performance is determined by benchmarking, by way of percentile ranking, the TSR performance of

the Group against the TSR performance for the same period of a group of Australasian companies. The

comparator group used for the 2022 offer comprises Adelaide Brighton, BlueScope, Boral, Brickworks,

CSR, GWA Group, James Hardie, Metro Performance Glass, Reece and Steel & Tube.

• Note: The Board have sought independent advice as to whether the continued presence of Boral in the

comparator group is appropriate given its recent corporate activity. If that advice confirms that it is not

appropriate (i.e. that it distorts the cohort), the Board will follow advice on how to measure rTSR going

forward, while adjusting for that distortion. This may require adjustment to remove Boral from those tests.

The Board is obtaining independent advice as to the most appropriate composition to provide the right

balance for ELSS participants, the Company, and shareholders.

• The relative TSR performance and vesting entitlements are set out in the table below:

TSR Percentile Percentage entitlement

Below 51

st

NIL

At 51

st

50%

Above 51

st

to below 75

th

51% - 99% linear pro-rata

At 75

th

or above

100%

• ROFE performance is determined by dividing EBIT by average funds employed and assessing it using the

following performance thresholds:

• The ROFE performance range includes a threshold at the point where ROFE equals the weighted average

cost of capital and a maximum of 15%. Performance is assessed in the year of vesting based on EBIT,

excluding the impact of M&A and restructuring costs.

• The ROFE performance and vesting entitlements are set out below:

ROFE Percentile Percentage entitlement

At or below weighted average cost of

capital (WACC)

NIL

Between WACC and 15%

1% - 99% linear pro-rata

At or above 15%

100%

• The Board has the discretion to determine the extent to which any shares held in the ELSS should be

transferred in any takeover, merger or corporate restructure.

2.6 Minimum shareholding requirement

Over time, the CEO, Executives (reporting directly to the CEO) and General Managers must acquire and maintain a holding in

the Group’s ordinary shares until such time as the greater of the sum invested or the market value of their shareholding exceeds

100%, 75% and 50% of their base remuneration respectively. Any shares granted under the ELSS scheme do not count towards

the minimum shareholding requirement unless they vest.

Although there is no time limit in which the CEO and executives must build this investment, any shares which vest under the STI,

LTI or any similar scheme can't be sold until their shareholding equals or exceeds the minimum requirement.

These shareholding requirements strengthen the alignment of executives’ equity with long-term Group performance and the

interests of shareholders.

As at 30 June 2023, the CEO had a holding in the Group’s ordinary shares equal to 91% of his base remuneration. It has been

calculated in accordance with the minimum shareholding requirement methodology, which uses the greater of the sum invested

or the market value of the shares. This does not include any in-flight STI or LTI equity awards.

Fletcher Building Limited Annual Report 2023

88

Remuneration Report (continued)
2.7 FBuShare

FBuShare is Fletcher Building’s employee share plan available to all permanent employees. The plan aims to connect our people

with our performance, and to promote employee engagement and retention. Employees acquire shares in the Group and, if they

continue to be employed after a three-year qualification period, they become entitled to receive one bonus award share for every

two shares purchased in the first year of each qualification period and still owned at the end of that period. FBuShare does not

require any performance criteria to be met. FBuShare has a minimum contribution rate of NZ$250 per annum and a maximum

contribution rate of NZ$5,000 per annum (or the equivalent currency in other countries). Directors are not eligible to participate

in FBuShare.

2.8 Malus & clawback

Our malus and clawback framework applies to unvested and vested STI, both cash and deferred, and unvested and vested LTI

awards. Under this framework, the company has the right to reduce the incentive remuneration component prior to payment

or vesting, and clawback the incentive remuneration amount from a participant for a period of three years from the end of the

financial year for which the STI payment is made or vesting of the LTI.

There are four key steps in the framework, each of which contain a set of parameters and/or questions that guide management

and Directors in determining the extent to which any STI or LTI would be impacted. These steps include:

1. Identifying & investigating trigger events;

2. Assessing trigger events and required consequences;

3. Determining accountability and intent; and

4. Quantifying the adjustment and application.

Although a list of financial and non-financial trigger events have been identified for which this framework would apply, this list

is not exhaustive and management, the People and Remuneration Committee or Board may determine other events apply in its

ultimate discretion.

During FY23, no trigger events were identified and therefore, the Board was not required to consider application of the malus &

clawback framework.

3. PERFORMANCE OUTCOMES

3.1 5-year performance summary

Financial yearFY23FY22FY21FY20FY19

Short-term performance

Net earnings/(loss) ($m)235432305(196)164

EBIT ($m)

(1)

782756668160631

Cash ($m)

(2)

517592879410153

CEO STI achieved (as a % of maximum) 36.092.594.00.036.0

(1) EBIT is excluding significant items but including the impact of Iplex® Australia Pro-Fit costs.

(2) The Cash measure was operational cash flow in FY19-FY22, and trading cash flow (excluding significant items) in FY23. Trading cash flow excluding significant items

is calculated consistently with the published Group cash flow from operations, excluding cash tax, non-lease interest costs and significant items, but adjusting/

deducting for lease principal payments classified as part of cash flows from financing activities, to represent business unit-controlled cash flows.

Long-term performance

1-year TSR (%)

(3)

15(28)107(21)(29)

3-year TSR (%)

(4)

74.411.512.0(44.7 )(23.1)

ROFE (%)17.1 19.318.83.711.8

Dividends (cents per share)

(5)

40.0 36.012.015.08.0

Year-end share price ($)5.42 5.047. 5 23.704.85

CEO LTI Vested (as a % of maximum) 0.00.00.00.0N /A

CEO LTI grant date

(6)

1 July 20201 July 20191 July 20181 July 20171 July 2016

(3) Share price movement in year and gross dividend received, to prior year closing share price.

(4) Using 5-day VWAP as per the ELSS.

(5) Gross dividend paid during the period.

(6) The current CEO commenced employment on 22 November 2017.

Fletcher Building Limited Annual Report 2023

89

Remuneration Report (continued)
3.2 FY23 Short-term incentive (STI) performance

Safety performance

All executives met or exceeded the required safety leadership interactions in FY23 and fully achieved their safety lead

performance measures. TRIFR performance across the Group is tracking well, with the FY23 result down to 3.1 from 3.4 in FY22.

This performance resulted in the 5% safety lag goal of the STI scorecard being achieved.

In the event of a fatality or serious injury, the Board has the discretion to adjust any or all of the STI payment and in doing so

considers the leader’s length of time in role (and therefore ability to influence), their demonstrated leadership prior to the

incident as well as the quality of the leader’s response post-incident. The Board recognises the importance of this discretion and

has and will continue to adjust outcomes where it considers it appropriate.

In FY23, we had 3 serious injuries, 2 of which were non-life-threatening hand injuries, and the other was a vehicle related incident

where the individual suffered a spinal cord injury resulting in paraplegia. Aligned to our belief that all injuries are preventable,

the Safety, Health, Environment and Sustainability (SHES) Committee considered all factors associated with these incidents,

including leadership performance and efforts of the teams.

Where appropriate, the SHES Committee provides its findings to the People and Remuneration Committee to review the impact

on remuneration outcomes using the STI Discretionary Impact Framework. As per this framework, only serious injuries which

were fatal or serious with potentially fatal consequences are reviewed to assess whether discretion should be applied to impact

STI outcomes. This ensures that leaders are not unfairly sanctioned for events which, under slightly different circumstances,

would not have caused serious harm.

Given that the two non-life-threatening hand injuries were not potentially fatal, and after considering all associated factors, there

has been no impact to relevant individual leaders on the STI this year. We have also been impressed by the extensive actions

undertaken following these incidents such as the glove awareness campaigns, information sessions and mandatory glove policy

for contractors.

Following the impact assessment conducted for the vehicle related incident, Directors exercised their discretion to reduce the

STI outcome of the following relevant leaders:

• Business Unit GM and functional leaders (-10%): Planning and resources were being allocated and there was genuine

commitment by leadership, however, the severity of the injury required some impact to be made.

• Country Manager (-50%): This manager is responsible for enforcing the Life Saving Rules and ensuring subcontractors are

prequalified, inducted and have fit-for-purpose equipment.

Financial performance

While EBIT performance during FY23 was below threshold for our Construction and Residential & Development divisions, it was

at or above threshold levels for the Group and remaining divisions. This resulted in the CEO and CEs of the remaining divisions

meeting the gateway requirement to be eligible for payment on individual goals.

With the exception of the Residential & Development division which performed below the threshold hurdle, cash performance

was between threshold and maximum for the remainder of divisions and the Group. The Residential & Development division also

has a Capital Envelope measure, and the team maintained sensible limits on working capital investment resulting in performance

for this measure between threshold and maximum.

Our Construction division similarly exceeded the threshold for their division-specific New Work Won measure to deliver a strong

future pipeline.

Further details about the Group’s financial performance in FY23 is set out on page 100.

Individual performance

Where the EBIT gateway to individual goals were met, achievement against individual goals for executives in FY23 range from

60% to 100%. Further details of the CEO’s individual goal performance are outlined in section 4.4 on page 93.

Throughout the year, Iplex® Australia increased the provision for issues related to its previously manufactured Pro-Fit products

in Western Australia, from A$2 million to A$15 million. As a result, the Board applied discretion to deduct the A$15 million

from Group, divisional and business unit EBIT performance (see CEO FY23 STI Outcome on page 93). After incorporating this

adjustment, the FY23 STI outcomes of our CEO and Chief Executives range between 13% to 66% of maximum. In reviewing these

outcomes, the Board considered that the team delivered solid performance against stretching targets set by the Board. Given

that performance was good but not exceptional, the outcomes are appropriate against the stretching and robust targets set by

the Board. No further discretionary adjustments were made.

Fletcher Building Limited Annual Report 2023

90

Remuneration Report (continued)
3.3 Long-term incentive (LTI) performance

The July 2019 long-term share scheme grant, which was within the 12-month retest period up to 30 June 2023, was below the

minimum threshold performance level and therefore was forfeited. The July 2020 long-term share scheme grant was below

the minimum threshold performance level and therefore entered the 12-month retest period. Further details on each of these

incentive schemes are provided in section 2 of the report.

The vesting and forfeiture of shares (due to failure to meet performance criteria) over the last five years are set out in the

following table:

Date of grantShares granted% vested% forfeited

September 2022

(1)

616,654

In-flightJuly 2021

(2)

395,085

July 2020

(3)

1,998,635

July 2019

(4)

1,386,1000%100%

July 2018

(5)

1,041,6050%100%

(1) As per the prospective LTI changes introduced in FY23, grant and test dates were aligned to the announcement of the Group’s full year results, and the retests were

removed.

(2) Due to a change in the remuneration framework for General Managers (GMs) during FY21, this employee group is no longer eligible for LTI awards, resulting in a lower

number of shares granted in July 2021 compared to previous years. Equity is delivered for GMs through the equity deferral of their STI component.

(3) Fletcher Building's TSR did not meet the minimum vesting threshold for the three years ended 30 June 2023 for the 2020 issue. Therefore, the restrictive period has

been extended to 30 June 2024.

(4) The restrictive period for the 2019 issue was extended for 12 months until 30 June 2023. Fletcher Building's TSR did not meet the minimum vesting threshold for the

period ended 30 June 2023. Therefore, 100% of the shares in the 2019 issue will be forfeited in August 2023.

(5) The restrictive period for the 2018 issue was extended for 12 months until 30 June 2022. Fletcher Building's TSR did not meet the minimum vesting threshold for the

period ended 30 June 2022. Therefore, 100% of the shares in the 2018 issue were forfeited in August 2022.

4. CEO REMUNERATION

4.1 Remuneration package overview

The following diagram shows how remuneration is delivered to the CEO.

End of

Ye ar 1

End of

Ye ar 2

End of

Ye ar 3

Fixed RemunerationBase salary and other benefits

Short-term incentive

Cash (50%)

Deferred equity (50%)

Long-term incentive

Shares

50% Relative TSR and 50% ROFE

Start of the

year

Fletcher Building Limited Annual Report 2023

91

Equity Pay
Variable Pay (at risk)

LTI: Long-Term Incentive

STI: Short-Term Incentive

FR: Fixed Remuneration

(includes base salary and

other benefits)

Remuneration Report (continued)

CEO

on Target

Performance

Pay Mix

27%

LTI

19%

STI

Equity

35%

FR

19%

STI Cash

CEO

Maximum

Performance

Pay Mix

22%

LTI

24%

STI

Equity

30%

FR

24%

STI Cash

4.2 Remuneration mix

Ross Taylor’s annual base remuneration as at 30 June 2023 was $2,223,600, with an on-target STI of 112% of base salary and

LTI of 80% of base salary. The current mix of remuneration components for the CEO is set out below, and clearly shows the

significant weighting of variable pay (at risk), which is subject to achievement of short-term and long-term strategic goals.

The charts below show the CEO’s remuneration package pay mix as a percentage of total package for both on-target

performance and maximum performance.

The table below outlines the CEO's remuneration package at target and at maximum in NZD.

Remuneration element

At targetAt maximum

Value in NZD% of total packageValue in NZD% of total package

Fixed Remuneration$2,358,51135.6%$2,358,51130.0%

STI Cash $1,245,21618.8%$1,867,82423.7%

STI Equity$1,245,21618.8%$1,867,82423.7%

LT I$1,778,88026.8%$1,778,88022.6%

Total remuneration package$6,627,823100%$7,873,039100%

4.3 Remuneration received

The remuneration Ross Taylor received for FY23 and FY22 is set out in the table below.

FY23FY22

Base remuneration$2,223,600$2,148,400

Other benefits

(1)

$134,911$131,032

Short-term incentive accrued in the financial year$1,345,286

(2)

$3,338,614

One-off share-based retention award – granted in 2019, vested on 30 June 2022

(3)

$970,981

Received

(4)

$3,703,797$6,589,027

Long-term incentives

Granted but only awarded after 3 years, if performance criteria are metFY23FY22

Long-term incentive - number of shares granted168,296

(5)

121,663

(6)

Long-term incentive - face value of grant$1,778,880$1,718,720

Refer above for details of the STI and ELSS.

(1) Includes medical insurance, KiwiSaver and Australian superannuation for days worked in Australia as required by Australian taxation law.

(2) FY23 base remuneration x STI Target (112% of base remuneration) x FY23 STI maximum outcome (36%) x 150%. 50% payable in September of the following financial year

and 50% deferred into equity for 2 years.

(3) Calculated based on 191,939 share rights and a volume weighted average share price as at 30 June 2022 of $5.06.

(4) This table sets out remuneration awarded for the relevant financial year. The table on page 95 shows remuneration received during the year, which includes amounts

relating to prior years but paid in the year due to timing differences.

(5) Based on a share price of NZ$5.61/AU$5.01, being the volume weighted average price for the five business days prior to 1 September 2022. The number of shares

granted was calculated by converting the Long-term incentive value to the Australian dollar equivalent and using the Australian tax rate for the relevant financial year.

(6) Based on a share price of NZ$7.48/AU$6.97, being the volume weighted average price for the five business days prior to 1 July 2021. The number of shares granted was

calculated by converting the Long-term incentive value to the Australian dollar equivalent and using the Australian tax rate for the relevant financial year.

Fletcher Building Limited Annual Report 2023

92

4.4 CEO FY23 STI outcome
For FY23, the following financial and non-financial measures were considered by the Board to incentivise earnings and operating

cash, and to drive sustainable business performance. STI performance for FY23 was measured between threshold and maximum

hurdles, with straight-line pro-rate from 0% at threshold to 150% at maximum. The table below summarises performance against

targets for each of these measures under the CEO’s FY23 STI.

Measure

Scorecard weighting

pay-out range

Actual

outcome: %

of maximum

Comment

Safety gateway

Gate

for any

payment


Provided active and authentic leadership for safety on-site through

safety walks and active leadership of the Protect Strategy and

Executive EHS Council.

Financial goals

FB Group EBIT

(gateway to individual goals)

0%-85%

The annual EBIT (excluding significant items but including the impact

of Iplex® Australia Pro-Fit costs) result of $782 million outperformed

threshold but was below the maximum performance hurdle. This was

due mainly to lower-than-expected earnings in the Group’s Residential

& Development businesses.

This EBIT result, combined with forward-looking margin outcomes for

FY24, resulted in a partial payment being achieved for this financial

goal. Given that EBIT is also the gate to eligibility for payment against

individual goals, the gateway for individual goals was opened

FB Group Cash0%-30%

Trading cash flow performance (excluding significant items) of

$517 million was between the threshold and maximum performance

hurdle, mainly due to lower-than-expected cash-flow delivery in the

Residential & Development businesses.

Safety goals

Risk containment sweep and critical control

verification plans, sweeps completed to plan

and actions closed within timeframes.

0%-5%

The focus on the roll-out of critical risk initiatives is key in driving the

right behaviours and focus. With high uptake, the number of sweeps

completed across FB materially exceeded the target, resulting in

more risks controlled and creating a safer workplace.

FB Group Total Recordable Injury Frequency

Rate (TRIFR) at or below: 3.1

0% OR

5%

The Group Total Recordable Injury Frequency Rate (TRIFR) has

decreased by 12% during FY23. As such, the targeted reduction was

exceeded. This is a positive outcome of the ongoing Protect strategy

implementation across the Group.

Individual goals

Legacy construction projects continue to track

within provision envelope

0%-5%

Not achieved.

Development of a multi-year social license

strategy, including the organisational structure

and capability required to deliver. Successfully

deliver against the FY23 component of this plan.

0%-5%

Strategy and roadmap delivering to agreed plan. Phase one

completed, which included an in-depth stakeholder research

programme to understand current perceptions of the brand and to

identify the key levers to build social license.

Increase female operational leaders and develop

a plan for FY24 to increase female operational

leaders in line with a 30% target by FY27.

0%-5%

Increases in the percentage of female operational leaders

outperformed the FY24 target and a stretching yet viable plan has

been developed for FY27, resulting in the full achievement of the

related STI goal.

Digital@Fletcher: delivering to Board approved

plan with all FY23 milestones met.

0%-5%

The first implementation has gone well in Iplex® NZ, but the lessons

learned from this have delayed the other pilots by a few months and

have required adjustments to the overall project approach.

Performance and Growth: Group set up to

achieve 100bps to 200bps of EBIT margin

improvement in FY26 with initiatives and plans

progressively locked in to support delivery of

this improvement.

0%-5%

Our FY26 plan is above target with significant and credible growth /

margin expansion initiatives incorporated. As a result, the related STI

payment was fully achieved.

FY23 STI Outcome (as a % of maximum)

0%-150%36%

Remuneration Report (continued)

Key:

Maximum achievementPartial achievementAt or below threshold achievement

Fletcher Building Limited Annual Report 2023

93

Remuneration Report (continued)
5. FREQUENTLY ASKED QUESTIONS

Key QuestionsFletcher Building ResponseReference

FY24 Changes

Given that only some of your

businesses have top quartile

TRIFR performance, is it the right

time to introduce an evolved

safety approach in the STI?

Our businesses can be at different phases of safety maturity and our safety strategy

provides a framework which recognises this. By introducing this change, we are aligning

the safety goals in our STI to our strategic framework. The safety approach will only be

adjusted for businesses where TRIFR is <2.

Furthermore, TRIFR will continue to play a critical role in our assessment of safety

performance across all businesses. As a 5% goal for those businesses with TRIFR > 2.

For those businesses with TRIFR < 2, if the business' TRIFR increases past the Group value,

5% of the total 10% safety weighting in the STI will be forfeited.

Section 1

Is there a talent / retention risk of

not awarding increases to senior

leaders in FY24?

We have low turnover in Senior Leadership group (14%) and they are highly engaged and

committed. They have been supportive of this approach to careful cost management in

FY24.

A 10% increase in STI pay-out at target provides our leaders with the opportunity to ‘earn

back’ the foregone increase, noting they are currently competitively remunerated. We will

continue to monitor potential retention risks of critical skills on a case-by-case basis.

Section 1

How will the 10% in STI pay-out at

target be “self-funded”?

The STI uplift only applies to the financial component of the STI and the additional costs

will be added to our EBIT targets – i.e. the additional STI will only be achieved if more-

stretching EBIT targets are met or exceeded.

Section 1

Remuneration Framework

Do you think the executives’

remuneration framework

balances the short and long

term?

Executives are focused on the quality of earnings over the longer term via the LTI

component (which is a significant element of total remuneration), the two-year STI deferral

(which is aligned with shareholders via share price appreciation or depreciation during that

time), and those individual STI goals which are future-focused.

The introduction of STI deferral in FY22 was also accompanied by an increase in the

mandatory shareholding for the CEO from 50% to 100% of base salary, and from 50% to

75% for other executives.

Section 2

Why did you make changes to the

LTI performance measures?

Given that the LTI has to be achievable yet stretching, ROFE (return on funds employed)

plus rTSR (relative total shareholder return) provides it:

• The relative TSR measure was chosen because it is a direct alignment of LTI outcomes

with shareholders’ experience. Many of our investors have a similar performance

measure.

• The use of ROFE in our LTI aligns well with our focus on “performance and growth”. It

places emphasis on both earnings performance and effective use of capital to drive

growth. It provides a strong link between performance and management’s reward

outcomes which is valued by executives, and supports attracting, retaining, and

motivating them.

The inclusion of 2 performance measures in our LTI is also aligned to market practice and

investor feedback received.

Section 2.5

Why is the ROFE maximum value

set at 15%?

Our view is that the 15% target value is achievable but sufficiently stretching. Given that the

organisation is focused on driving both performance and growth, it is important for our

executives to keep focused on returns as they employ capital but that they are sufficiently

incentivised to make sensible growth investments for the longer term.

A target too far above WACC (or too far above the long-term Group target of 15%) may

discourage investments. Also, the Group’s growth investments are expected to be

primarily organic, and the 15% target takes account of the period in which we build out

these organic investments but are not generating earnings from them.

Section 2.5

How is ROFE calculated?ROFE is EBIT on average funds. With regards the treatment of significant items for the

purposes of calculating LTI, ROFE will include any asset impairments that have been made

but exclude any M&A divestments and restructuring costs.

We take the deduction on asset impairment because management hasn’t supported the

value of the business. But for M&A, almost invariably a divestment is not being made

by the management team who bought it. We don’t want to have perverse incentives

where management might not look to do a divestment if there’s going to be a write down

and negatively impact their LTI. Or conversely, asset sales just because of the gain, to

positively impact their LTI.

Section 2.5

ROFE is measured in the year of

vesting – i.e. the 2022 grant will

be tested on the Group’s FY25

ROFE. Why are you measuring it

in this way?

We consider that it is clearer and more transparent to use the ROFE in the year of vesting –

i.e. vs. an average ROFE across the three-year grant period.

Furthermore, major investment decisions in the Company can often have longer-term

payback horizons – we want to ensure that executive management have regard to returns

over the longer-term.

Section 2.5

Fletcher Building Limited Annual Report 2023

94

Remuneration Report (continued)
6. EMPLOYEE REMUNERATION

Section 211(1)(g) of the Companies Act 1993 requires disclosure of the number of employees or former employees of the Group

whose remuneration and any other benefits received by them during the year in their capacity as employees, was equal to or

exceeded $100,000 per annum and to state the number of such employees or former employees in brackets of $10,000. These

amounts are included below and include all applicable employees or former employees of Fletcher Building worldwide. The

remuneration amounts include all monetary amounts and benefits actually paid during the year, including redundancies and the

face value of long-term incentives vested.

From NZ$ to NZ$

New Zealand

business

activities

International

business

activitiesTotal

100,000 – 110,000598

378976

110,000 – 120,000

474279753

120,000 – 130,000

317223540

130,000 – 140,000

275181456

140,000 – 150,000

260172432

150,000 – 160,000

168150318

160,000 – 170,000

118100218

170,000 – 180,000

8778165

180,000 – 190,000

7357130

190,000 – 200,000

6543108

200,000 – 210,000

463783

210,000 – 220,000

352661

220,000 – 230,000

462874

230,000 – 240,000

302252

240,000 – 250,000

322153

250,000 – 260,000

281038

260,000 – 270,000

22325

270,000 – 280,000

171431

280,000 – 290,000

13619

290,000 – 300,000

13821

300,000 – 310,000

13720

310,000 – 320,000

9615

320,000 – 330,000

10414

330,000 – 340,000

11415

340,000 – 350,000

7512

350,000 – 360,000

7310

360,000 – 370,000

7411

370,000 – 380,000

819

380,000 – 390,000

527

390,000 – 400,000

538

400,000 – 410,000

358

410,000 – 420,000

011

420,000 – 430,000

437

430,000 – 440,000

606

440,000 – 450,000

213

450,000 – 460,000

628

460,000 – 470,000

404

470,000 – 480,000

404

480,000 – 490,000

202

490,000 – 500,000

325

From NZ$ to NZ$

New Zealand

business

activities

International

business

activitiesTotal

500,000 – 510,000123

510,000 – 520,000213

520,000 – 530,000202

530,000 – 540,000202

540,000 – 550,000224

550,000 – 560,000112

560,000 – 570,000022

570,000 – 580,000112

580,000 – 590,000213

590,000 – 600,000213

600,000 – 610,000011

610,000 – 620,000213

620,000 – 630,000112

630,000 – 640,000303

660,000 – 670,000101

680,000 – 690,000314

800,000 – 810,000202

810,000 – 820,000011

830,000 – 840,000101

860,000 – 870,000101

880,000 – 890,000011

970,000 – 980,000202

1,020,000 – 1,030,000101

1,030,000 – 1,040,000011

1,040,000 – 1,050,000101

1,060,000 – 1,070,000011

1,070,000 – 1,080,000011

1,110,000 – 1,120,000101

1,130,000 – 1,140,000101

1,160,000 – 1,170,000101

1,390,000 – 1,400,000101

1,420,000 – 1,430,000101

1,600,000 – 1,610,000101

1,700,000 – 1,710,000101

1,740,000 – 1,750,000101

1,850,000 – 1,860,000101

2,430,000 – 2,440,000011

2,570,000 – 2,580,000101

6,670,000 – 6,680,000101

2,8771,9104,787

The increase in the highest bracket in FY23 (6,670,000 – 6,680,000) compared to the highest bracket in FY22 (5,160,000 –

5,170,000) is as a result of the one-off share-based retention award granted to the Group CEO in 2019, which vested on 30 June

2022 but was allocated in FY23.

This table is required by law and sets out remuneration that has been received during this year, and so includes amounts that

relate to prior periods (due to timing of payments).

Fletcher Building Limited Annual Report 2023

95

Remuneration Report (continued)
7. DIRECTORS’ REMUNERATION

The current total directors’ remuneration pool approved by shareholders in 2011 is $2 million per annum. Directors receive

remuneration determined by the Board on the recommendation of the Nominations Committee. Remuneration in aggregate per

annum must be within the remuneration pool approved by shareholders. There are no schemes for retirement benefits for non-

executive directors. Information of directors’ holding of securities is set out in the Statutory Disclosures section.

In June 2023, the Nominations Committee considered the appropriateness of current fees and recommended to the Board no

change to the directors’ fees for FY24 to be paid out of the current shareholder approved remuneration pool of $2 million per

annum, as shown in the following table.

The remuneration scale for directors is outlined below:

Remuneration scale

(1)

Position

FY23FY24

Board of directorsChair

(2)

$391,000$391,000

Non-Executive director$155,500$155,500

Audit and Risk CommitteeChair$38,000$38,000

Member$19,500$19,500

Nominations CommitteeChair--

Member$8,500$8,500

People and Remuneration Committee

(3)

Chair$29,000$29,000

Member$14,500$14,500

Safety, Health, Environment and Sustainability CommitteeChair$29,000$29,000

Member$14,500$14,500

Overseas based directors - travelling allowance$18,000$18,000

(1) FY24 fees are effective from 1 July 2023.

(2) No additional fees are paid to the Board Chair for committee roles.

(3) Remuneration Committee changed to People and Remuneration Committee from September 2022.

Fees to directors for unscheduled additional work required for the Group is time based payable at $1,200 per half day. Directors

do not receive any further remuneration for also being directors of Fletcher Building Industries Limited, the NZX listed issuer

of the Group’s capital notes. Directors’ fees exclude GST, where appropriate. In addition, Board members are entitled to be

reimbursed for costs directly associated with carrying out their duties, including travel costs.

Details of the total remuneration received by each Fletcher Building director for FY23 are as follows:

DirectorsBoard Fees

Audit and Risk

Committee

Nominations

Committee

(1)

People and

Remuneration

Committee

Safety, Health,

Environment

and

Sustainability

Committee

Overseas

based directors

travelling

allowance

Total

Remuneration

Bruce Hassall

(Chair)

(2)

$391,000 $ -

(Chair)

$ - $391,000

Martin Brydon$155,500 $6,375 $14,500 $14,500 $18,000 $208,875

Barbara Chapman$155,500 $8,500 $29,000

(Chair)

$193,000

Peter Crowley$155,500 $19,500 $8,500 $14,500 $18,000 $216,000

Rob McDonald$155,500 $38,000

(Chair)

$6,375 $14,500 $214,375

Doug McKay$155,500 $19,500 $6,375 $29,000

(Chair)

$210,375

Cathy Quinn$155,500 $19,500 $6,375 $14,500 $195,875

Total $1,324,000 $96,500 $42,500 $58,000 $72,500$36,000 $1,629,500

(1) From April 2023, the members of the Nominations Committee are Bruce Hassall, Barbara Chapman and Peter Crowley. Prior to that date all non-executive directors were

members of this Committee.

FY23 fees are effective from 1 July 2022.

(2) No additional fees are paid to the Board Chair for committee roles.

Fletcher Building Limited Annual Report 2023

96

Fletcher Building Excellence Awards 2023
In May we celebrated the return of the Fletcher Building Excellence Awards at the

Auckland Museum. The night featured 200 of our best and brightest, people and teams

who exemplify our values and who are committed to delivering outstanding outcomes

for our people, customers and communities.

Watch: Fletcher Building

Excellence Awards

highlights video

Fletcher Building Limited Annual Report 2023

97

Kitchen installation onsite at
Fletcher Living’s Waiata Shores

development, South Auckland.

Financial Report

Continuous improvement lead, Victer

Veldman (left), and plant trainer, Rhon Reddy,

inspect plans at the Tauriko GIB® facility.

Fletcher Building Limited Annual Report 2023

98

Fletcher Building Limited Annual Report 2023
99

Notes
June

2023

NZ$M

June

2022

NZ$M

June

2021

(3)

NZ$M

June

2020

(2)

NZ$M

June

2019

(1)

NZ$M

Financial performance

Operating revenue8,4698,4988,1207,3 0 99,307

Earnings before interest and taxation (EBIT)497702540(116)397

Net earnings/(loss)235432305(196)164

Cash flow from operations388592879410153

Earnings per share - basic (cents per share)30.053.537.0(23.5)19.2

Dividends for the period (cents per share)34.040.0 30.0 23.0

Return on average funds (%)

(4)

10.618.015.2(2.7)7.4

Return on average equity (%)

(5)

6.411.78.6( 5.1)4.0

Financial performance - before significant items

Earnings before interest and taxation (EBIT)798756668160631

Net earnings 4524844133367

Earnings per share - basic (cents per share)57.760.050.10.443.0

Return on average funds - before significant items (%)

(4)

1 7.119.318.83.711.8

Return on average equity - before significant items (%)

(5)

12.213.211.60.18.8

Balance sheet

Current assets3,3303,2773,1253,8244,121

Non-current assets5,7515,1444,8494,9543,589

Total assets9,0818,4217,9748,7787,710

Current liabilities2,2012,1571,9062,3852,330

Non-current liabilities3,2032,4992,3332,8581,207

Total liabilities5,4044,6564,2395,2433,537

Capital2,9933,0033,2483,2803,427

Reserves657747471220714

Minority equity2715163532

Total equity3,6773,7653,7353,5354,173

Total liabilities and equity9,0818,4217,9748,7787,710

Other financial data

Total shareholders' return (%)

(6)

15(28)107(21)(29)

Net tangible assets per share ($)3.173.473.302.873.53

Gearing (%)

(7)

2 7.815.14.412.37. 2

Leverage (%)

(8)

1.20.60.20.90.4

(1) The Group divested Roof Tile Group business on 1 November 2018 and the global Formica business on 3 June 2019.

(2) Includes the impacts of NZ IFRS 16 .

(3) Restated following revisions to NZ IAS 38 Intangible Assets adopted by the Group.

(4) EBIT to average funds (net debt and equity less deferred tax asset).

(5) Net earnings to average shareholders' funds.

(6) Share price movement in year and gross dividend received, to opening share price.

(7) Net debt (borrowings less cash and deposits) to net debt and equity.

(8) Net debt to EBITDA before significant items.

Trend Statement

Fletcher Building Limited Annual Report 2023

100

Consolidated Income Statement
For the year ended 30 June 2023

Note

2023

NZ$M

2022

NZ$M

Revenue

8,469

8,498

Cost of goods sold

(5,838)

(5,989)

Gross margin

2,631

2,509

Selling, general and administration expenses

(1,883)

(1,786)

Share of profits of associates and joint ventures

34

24

Revaluation gain on investment property

16

9

Significant items

(301)

(54)

Earnings before interest and taxation (EBIT)

497

702

Lease interest expense

(60)

(58)

Funding costs

(94)

(46)

Earnings before taxation

343

598

Taxation expense

(89)

(159)

Earnings after taxation

254

439

Earnings attributable to non-controlling interests

(19)

(7)

Net earnings attributable to the shareholders235

432

Net earnings per share (cents)

Basic

30.0

53.5

Diluted

28.4

50.3

Weighted average number of shares outstanding (millions of shares)

Basic

783

807

Diluted

848

880

Dividends declared per share (cents)

34.0

40.0

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

On behalf of the Board, 16 August 2023.

Bruce Hassall Robert McDonald

Chair Director

Fletcher Building Limited Annual Report 2023

101

Consolidated Statement of Comprehensive Income
For the year ended 30 June 2023

2023

NZ$M

2022

NZ$M

Net earnings attributable to shareholders

235

432

Net earnings attributable to non-controlling interests

19

7

Net earnings after tax

254

439

Other comprehensive income

Items that do not subsequently get reclassified to Consolidated Income Statement:

Movement in pension reserve17

17

Items that may be reclassified subsequently to Consolidated Income Statement in the

future:

Movement in cash flow hedge reserve

2

27

Movement in currency translation reserve

(23)

49

Reclassification of foreign currency reserve to Consolidated Income Statement42

(21)

118

Other comprehensive income

(21)

135

Total comprehensive income for the year233

574

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

Fletcher Building Limited Annual Report 2023

102

Consolidated Statement of Movements in Equity
For the year ended 30 June 2023

NZ$MNoteShare capitalRetained earningsShare-based payments reserveCash flow hedge reserveCurrency translation reservePension reserveTotalNon-controlling interestsTotal equity

Total equity at 30 June 20213,248 562 28 (19)(146)46 3,719 16 3,735

Total comprehensive income for the year 432 27 91 17 567 7 574

Movement in non-controlling interests (8)(8)

Dividends paid to shareholders of the parent19 (292)(292)(292)

Movement in share-based payment reserve5 3 (2)6 6

Repurchase of shares 20 (250)(250)(250)

Total equity at 30 June 20223,003 705 26 8 (55)63 3,750 15 3,765

Total comprehensive income for the year2352 (23)21419 233

Movement in non-controlling interests (7)(7)

Dividends paid to shareholders of the parent19 (311)(311)(311)

Movement in share-based payment reserve3 5 2 10 10

Movement in treasury stock20(13)(13)(13)

Total equity at 30 June 20232,993 63428 10 (78)63 3,650 27 3,677

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

Fletcher Building Limited Annual Report 2023

103

Consolidated Balance Sheet
As at 30 June 2023

AssetsNote

2023

NZ$M

2022

NZ$M

Current assets:

Cash and cash equivalents7

365

351

Current tax assets26

6

Contract assets2.6

141

127

Derivatives18

18

17

Debtors8

1,1 76

1,275

Inventories9

1,624

1,507

Total current assets3,330

3,277

Non-current assets:

Property, plant and equipment12

2,072

1,800

Investment property13

58

34

Intangible assets14

1,253

1,116

Right-of-use assets15

1,324

1,351

Investments in associates and joint ventures22

225

195

Inventories9

456

292

Retirement plan assets27

126

124

Derivatives18

44

23

Deferred tax assets26

193

209

Total non-current assets 5,751

5,144

Total assets9,081

8,421

Liabilities

Current liabilities:

Creditors, accruals and other liabilities10

1,416

1,512

Provisions11

403

173

Lease liabilities15

192

185

Current tax liabilities26107

Derivatives18

20

4

Contract liabilities2.6

82

112

Borrowings16

88

64

Total current liabilities2,201

2,157

Non-current liabilities:

Creditors, accruals and other liabilities10

52

28

Provisions11

31

24

Lease liabilities15

1,404

1,470

Derivatives18

1

1

Borrowings16

1,715

976

Total non-current liabilities 3,203

2,499

Total liabilities5,404

4,656

Equity

Share capital20

2,993

3,003

Reserves

657

747

Shareholders' funds

3,650

3,750

Non-controlling interests

27

15

Total equity 3,677

3,765

Total liabilities and equity9,081

8,421

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

Fletcher Building Limited Annual Report 2023

104

Consolidated Statement of Cash Flows
For the year ended 30 June 2023

Note

2023

NZ$M

2022

NZ$M

Cash flow from operating activities

Receipts from customers

8,496

8,273

Dividends received

4

15

Payments to suppliers, employees and other

( 7,7 6 9 )

(7,582)

Interest paid

(152)

(101)

Income tax paid

(191)

(13)

Net cash from operating activities7388

592

Cash flow from investing activities

Sale of property, plant and equipment

6

7

Sale of subsidiaries51

Purchase of subsidiaries

(183)

Purchase of property, plant and equipment and intangible assets

(445)

(399)

Payments for investment property and investment property under development

(19)

(5)

Return of advances to associates and joint ventures2

Investments in associates and joint ventures(12)

Net cash from investing activities(641)

(356)

Cash flow from financing activities

Issue of capital notes

50

90

Repurchase of capital notes

(56)

(100)

Repurchase of shares(250)

Repurchase of shares - transferred to treasury stock

(13)

Drawdown of borrowings

7 74

180

Repayment of borrowings

(3)

(4)

Principal elements of lease payments

(196)

(186)

Contributions from non-controlling interests

37

13

Distribution to non-controlling interests

(13)

(8)

Dividends paid to shareholders of the parent

(311)

(292)

Net cash from financing activities269

(557)

Net movement in cash held

16

(321)

Add: opening cash and cash equivalents7

351

666

Effect of exchange rate changes on net cash

(2)

6

Closing cash and cash equivalents7365

351

The accompanying notes form part of and are to be read in conjunction with these consolidated financial statements.

Fletcher Building Limited Annual Report 2023

105

Significant changes in the current reporting period
The financial position and performance of the Group were particularly affected by the following events and transactions during the

reporting period:

• The Group announced additional loss provisions on the New Zealand International Convention Centre and Hobson Street Hotel

(NZICC) project, the additional provisions of $255 million have been recognised as a Significant item in the Consolidated Income

Statement. Refer to and .

• Cyclone Gabrielle and North Island floods, that took place during January and February 2023, had an impact on the Group's

operations. The cumulative cost associated with remedial works and damages to stock, buildings, leased assets and sites have been

recognised in Significant items. Business interruption costs and trade losses are excluded from these amounts. Refer to .

• During the year, the Group acquired a number of businesses in New Zealand and Australia which have been recognised under the

Concrete, Building Products, Distribution and Australia divisions. Refer to and .

• The Group has updated its segmental reporting disclosure as a result of the operational restructure of Humes Pipeline Systems

under the Concrete division. Refer to .

• During the year, the Group increased the total borrowing facilities available to it with the addition of; a new Australian Dollar

denominated, three year tranche syndicated revolving credit facility (“Tranche D”) of A$674.5 million; and a new a short-term New

Zealand Dollar denominated facility of $300 million with Westpac New Zealand Limited, expiring on 31 October 2024. Additionally,

the Group extended $200 million of its New Zealand Dollar denominated Tranche A syndicated revolving credit facility for an

additional five year term. Refer to .

• Iplex® Australia has received a number of product quality complaints relating to polybutylene pipe product it previously

manufactured (under the name of "Pro-fit"). These complaints relate to leaks in homes, which have required repair or replacement

of pipes and, in some cases, damage to the affected homes. The underlying root cause or causes of the leak continue to be

investigated, including whether they are the consequence of pipe defect, building practices, local conditions or a combination of

factors. Refer to .

NoteDescription

Financial Performance

Statement of accounting policies

Key estimates, judgements and other financial

information

Revenue from contracts with customers

Segmental information

Net earnings per share

Consolidated Income Statement disclosures

Working Capital Management

Cash and cash equivalents

Debtors

Inventories, including land and property

developments

Creditors, accruals and other liabilities

Provisions

Long-term Investments

Property, plant and equipment

Investment property

Intangible assets

Leases

NoteDescription

Funding and Financial Risk Management

Borrowings

Net funding costs

Financial risk management

Group Structure and Related Parties

Dividends and shareholder tax credits

Capital

Non-controlling interests

Investments in associates and joint ventures

Related party disclosures

Other Information

Capital expenditure commitments

Contingent liabilities

Taxation

Retirement plans

Share-based payments

Subsequent events

Contents

Fletcher Building Limited Annual Report 2023

106

1. Statement of accounting policies
General information

The consolidated financial statements presented are those of Fletcher Building Limited (the Company) and its subsidiaries (the

Group). The Group is primarily involved in the manufacturing and distribution of building materials and residential, commercial

and infrastructure construction. Fletcher Building Limited is domiciled in New Zealand. The registered office of the Company is 810

Great South Road, Penrose, Auckland.

The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct Act (FMCA) 2013 reporting entity in

terms of the Financial Reporting Act 2013. The Group is a for-profit entity.

Basis of presentation

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New

Zealand, which is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They also comply with

International Financial Reporting Standards.

These consolidated financial statements are presented in New Zealand dollars ($), which is the Group’s presentation currency, and

rounded to the nearest million unless otherwise stated.

The consolidated financial statements comprise the income statement, statement of comprehensive income, statement of

movements in equity, balance sheet, statement of cash flows, and statement of accounting policies, as well as the notes to these

consolidated financial statements.

Accounting convention

The consolidated financial statements are based on the general principles of historical cost accounting, except that certain

financial assets and liabilities, as described below are stated at their fair value.

The accounting policies have been applied consistently by the Group and are in line with prior year, unless otherwise stated.

The consolidated financial statements have been prepared on a historical cost basis, except for the following:

• Certain financial assets and liabilities (including derivative instruments) and investment property – measured at fair value or

revalued amounts;

• Defined benefit pension plans – net plan assets measured at fair value; and

• Investment property – measured at fair value.

Where necessary, certain comparative information has been reclassified to conform to changes in presentation in the current year.

Accounting policies are disclosed within each of the applicable notes to the consolidated financial statements and are marked with

this colour.

Critical accounting estimates and judgements

The preparation of consolidated financial statements in conformity with NZ IFRS requires the Directors to make estimates and

judgements that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of

the consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Estimates and

judgements are continually evaluated and are based on historical experience and other factors, including expectations of future

events that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and

assumptions are reviewed on an ongoing basis.

The estimates and judgements that are critical to the determination of the amounts reported in the consolidated financial statements

have been disclosed with the relevant notes in the consolidated financial statements and are marked with this colour, or where applied

to the financial statements as a whole, are detailed below.

Basis of consolidation

The consolidated financial statements comprise the Company, its controlled entities and its interest in associates, partnerships and

joint arrangements. Intercompany transactions and balances are eliminated in preparing the consolidated financial statements.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct

the activities of the entity.

Subsidiaries are included in the consolidated financial statements using the acquisition method of consolidation, from the date

control commences until the date control ceases. The acquisition method of accounting is used to account for all business

combinations, regardless of whether equity instruments or other assets are acquired.

Notes to the Consolidated Financial Statements 2023

Fletcher Building Limited Annual Report 2023

107

Foreign currency
Translation of the financial statements of foreign operations

The assets and liabilities of the Group’s overseas operations are translated into New Zealand currency at the rates of exchange

prevailing at balance date. The revenue and expenditure of these entities are translated using an average exchange rate reflecting an

approximation of the appropriate transaction rates. Exchange variations arising on the translation of these entities and other currency

instruments designated as hedges of such investments are recognised directly in the currency translation reserve and in Other

comprehensive income. The cumulative exchange variations are reclassified subsequently to the Consolidated Income Statement if the

overseas operation to which the reserve relates are sold or otherwise disposed of.

Foreign currency transactions

Transactions in foreign currencies are translated at exchange rates at the date of the transactions.

Monetary assets and liabilities in foreign currencies at balance date are translated at the rates of exchange prevailing at balance date.

Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in earnings, except where deferred

in Other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Non-monetary assets in foreign currencies are translated at the exchange rates in effect when the amounts of these assets were

recognised.

The following key exchanges rates were applied in the preparation of the consolidated financial statements:

NZD/AUD20232022Change

Average rates

0.9142

0.9365(2.4%)

Closing rates

0.9173

0.90451.4%

2. Key estimates, judgements and other financial information

This section provides details of the key estimates and judgements undertaken when preparing these consolidated financial statements.

2.1 CHANGES IN ACCOUNTING POLICIES, INTERPRETATION AND AGENDA DECISIONS

New and amended accounting standards and interpretation adopted

There are no new or amended standards and interpretations that became effective for the year ended 30 June 2023 that have a material

impact to the Group.

No new or amended standards that are issued but not yet effective have been early adopted by the Group. These standards,

amendments or interpretations are not expected to have a material impact in the current or future reporting periods.

2.2 SIGNIFICANT ITEMS

In reporting financial information, the Group presents non-GAAP performance measures, which are not defined or specified under the

requirements of NZ IFRS.

The Group believes that these non-GAAP measures, which are not considered to be a substitute for or superior to NZ IFRS measures, provide

stakeholders with additional useful information on the performance of the business. The non-GAAP measures are consistent with how the

business performance is planned and reported to the Board and Audit and Risk Committee.

The Group makes certain Significant item adjustments to the statutory profit measures in order to derive non-GAAP measures. The Group

discloses certain non-operating items as Significant items. The Group’s policy is to recognise Significant items for transactions or events

outside of the Group's ongoing operations that have a significant impact on reported profit. This policy provides stakeholders with additional

useful information as a means to assess the year-on-year trading performance of the Group. On this basis, the following items are included

within Significant items:

–Restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the

normal operating costs of the business.

–Impacts of significant one off events that have a material effect on the Group's financial performance and asset valuation.

–Impairment charges and provisions that are considered to be significant in nature and/or value to the trading performance of the business.

–Net gains and losses on the disposal of properties and businesses where a commitment to close has been demonstrated.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

108

Notes to the Consolidated Financial Statements 2023 (Continued)
Significant items totalled $301 million for the year ended 30 June 2023 (30 June 2022: $54 million) and comprise the following

categories:

New Zealand International Convention Centre and Hobson Street Hotel (NZICC)

$255 million relates to additional announced provisions for costs to complete the New Zealand International Convention Centre and

Hobson Street Hotel (NZICC) build, the Group's last project as it winds down its operations in the vertical building sector.

Cyclone Gabrielle and North Island Floods in New Zealand

Property damage losses and direct remedial works resulting from impacts of Cyclone Gabrielle and North Island Floods recognised

in the New Zealand business amounted to $22 million. Impacted business units include Higgins® New Zealand ($17 million), Winstone

Aggregates® ($2 million), Fletcher Steel® ($1 million), PlaceMakers® and Mico® ($1 million) and others.

Cyclone and flood losses include impairment of property, plant and equipment ($8 million), write down of inventories ($3 million),

and other direct remediation works of owned sites ($1 million) and rectification of damages to leased assets ($10 million). Any future

insurance recoveries related to these losses will be recognised by the Group as Significant items when confirmed. Business interruption

costs and trade losses are excluded from these amounts.

Australia property

The Group recognised significant item gains of $14 million associated with leased and owned properties in Australia, including:

• $10 million impact from terminations and modifications of leases by Laminex® Australia and Iplex® Australia. The gains originated

from the estimates assumed on adoption of NZ IFRS 16 in 2020, with opening balance adjustments taken to retained earnings; and

• $4 million reversal of land impairment, previously recognised in Significant items, in relation to land held in Queensland by Iplex®

Australia.

Winstone Wallboards® transition to Tauriko

$10 million has been incurred by the Group in the year as it transitions Winstone Wallboards® operations from Auckland to Tauriko (Bay

of Plenty, New Zealand).

Iplex® Australia Pro-Fit claims remediation fund

A provision of $16 million (A$15 million) has been recognised by Iplex® Australia in relation to Pro-Fit pipes matter, to establish a fund to

identify and support homebuilders in Western Australia with remedial works and repair of the affected homes. Iplex® Australia’s exposure

to future claims, if any, will depend on the final determination as to their causes and the extent to which it and/or third parties are

responsible and any relevant insurance policies respond. Refer to and further information on page 77 of the Annual Report.

Silica-related claims

The Group recognised an additional A$7.5 million ($8 million) provision as it considered the exposure Laminex® Australia may have for

the existing and future claims. Refer to .

M&A activity

During the year, the Group acquired five businesses in New Zealand and Australia which have been presented under the Building

Products, Concrete, Distribution and Australia operating segments. All transaction and integration related costs of acquired business

are treated as Significant items, $3 million of costs have been recognised in relation to the acquisition of Waipapa business in the year

ended 30 June 2023. Refer to .

20232022

NZ$MEBIT

Significant

items

EBIT before

significant

itemsEBIT

Significant

items

Restated

(1)

EBIT before

significant

items

Building Products 200 (15) 215 192 192

Distribution 140 (1) 141 136 (1) 137

Concrete 154 (2) 156 146 146

Australia 170 (10) 180 67 (46) 113

Materials and distribution divisions 664 (28) 692 541 (47) 588

Residential and Development 147 147 217 217

Construction (247)(273) 26 3 (11) 14

Corporate and other (67) (67) (59)4 (63)

Group 497 (301) 798 702 (54) 756

(1) The comparatives have been restated as a result of a change in segmental reclassification. Humes Pipeline Systems which was previously under the Building Products division has

been re-presented within the Concrete division. This results in an increase to the Concrete division and decrease in Building Products division of the comparative EBIT (June 2022:

$18 million) and EBIT before significant items (June 2022: $18 million) recognised.

Fletcher Building Limited Annual Report 2023

109

2.3 INTANGIBLE ASSET IMPAIRMENT TESTING
The Group tests indefinite life intangible assets, including goodwill and brands, for impairment on an annual basis. Each cash generating

unit (CGU) to which goodwill is allocated is valued on a fair value less cost to sell (FVLCS) basis using a discounted cash flow model. This is

representative of the higher of fair value less costs to dispose and value-in use.

Management has used its past experience of sales growth, operating costs and margin, and external sources of information where

appropriate, to determine cash flow projections for the future. These cash flow projections are principally based on the business units'

forecast five-year plan, which are risk adjusted where appropriate. Cash flows beyond five years have been extrapolated using estimated

terminal growth rates, which do not exceed the long-term average growth rate for the industries and countries in which the business units

operate. Cash flows are discounted using a nominal rate specific to each business and jurisdiction.

New Zealand CGUs

The goodwill and brand balances for 15 New Zealand CGUs represent 48% of the Group. Discount rates between 8.6% and 10.7% (2022:

between 8.5% and 10.7%) have been used for New Zealand business units, reflecting the risk profile and the regions in which they

operate. The terminal growth rate employed for New Zealand businesses was 2.0% (2022: 2.0%).

Australia CGUs

The goodwill and brand balances for four Australia CGUs represent 49% of the Group. Discount rates between 7.6% and 8.1% (2022: 7.5%

and 7.8%) have been used for Australian business units, reflecting the risk profile and the regions in which they operate. The terminal

growth rates employed for Australia businesses was 2.5% (2022: 2.5%).

No impairment of indefinite life intangibles assets required at 30 June 2023

The impairment assessments confirmed that no impairment of indefinite life intangibles assets was required at 30 June 2023 for the Group.

With the exception of Higgins® New Zealand, Higgins® Fiji and Tradelink®, no reasonably possible change in key assumptions used

in the determination of the recoverable value of CGUs would result in a material impairment to the Group. At 30 June 2023, Group

management classified Higgins® New Zealand, Higgins® Fiji and Tradelink® (2022: Higgins® Fiji, Laminex® Australia and Tradelink®) as

'watchlist' business units for the purpose of the Group’s impairment testing procedures, where these CGUs demonstrate a heightened

sensitivity/risk of impairment to reasonably possible changes in key assumptions.

Sensitivity to reasonably possible changes in assumptions

The following table sets out the Goodwill and Brands balance for those CGUs, where a reasonably possible change in key assumptions

could result in impairment:

2023

Tradelink®

NZ$M

Higgins® NZ

NZ$M

Higgins® Fiji

NZ$M

Goodwill6211432

Brands53192

Higgins® New Zealand (Higgins® NZ)

The combined impact of the adverse operating environment, weather events and focus to complete legacy and low margin projects

have negatively impacted the earnings result of Higgins® NZ in the year ended 30 June 2023. These challenges are expected to

continue to impact the forecast cash flows over the near term and as such have been included in the discounted cash flow model used

to support the carrying value of the business.

Group and Construction divisional management implemented a number of strategic and operational initiatives through FY22 and FY23

aimed at resetting the business to generate margin growth and improve productivity. These initiatives, coupled with a lower-risk and

higher quality forward order book (alliance contracts, national and local maintenance cost plus contracts) are expected to support

productivity and drive better profitability going forward.

Management recognises that the full benefits of implemented strategic changes and the business unit's transition to higher profitability

will be achieved over the longer-term, and, in part, will be dependent on the sustained long-term growth of the New Zealand economy

and infrastructure construction market, overcoming of strategic challenges, and capturing potential market opportunities. This

transition is expected to begin generating meaningful contributions to earnings in years beyond FY24 where cash flow forecast

show a higher rate of growth in years four and five compared to years one to three, as Higgins® NZ works to fully realise benefits of

implemented initiatives.

No impairment was recognised during the financial year, however, a change in any of the key assumptions noted below would result in a

break-even position with no remaining headroom.

Key AssumptionsValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))4.10%Decrease by 1.2 ppts

EBIT margin (5-year average)4.50%Decrease by 1.4 ppts

Discount rate10.10%Increase by 0.8 ppts

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

110

Tradelink®
Group and Australia divisional management undertook a comprehensive strategic review of the Tradelink® business in 2018, identifying

a number of initiatives to implement over the near to medium-term to set the business up for long-term earnings margin growth.

While implementation of these initiatives has contributed to a lift in Tradelink®'s performance to date, current profitability is behind

managements original long-term targets and expectations. Management recognise that opportunities continue to exist for the business

to transition to higher profitability, and are focused on executing and delivering initiatives to do so. These are largely underpinned by

the business' ability to improve pricing strategies and gross margins, which need only be incremental to avoid any impairment. No

impairment was recognised during the financial year, however, a change in any of the key assumptions noted below would result in a

break-even position with no remaining headroom.

Key AssumptionsValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))2.20%Decrease by 0.5 ppts

EBIT margin (5-year average)2.40%Decrease by 0.3 ppts

Discount rate8.10%Increase by 1.2 ppts

Higgins® Fiji

The goodwill and brand balance for Higgins® Fiji represent 3% of the total balance for the Group. The cash flows are discounted using

a nominal rate specific to Fiji with the business having employed a discount rate of 19.4% (2022: 18.7%), reflecting the risk profile of the

region in which the CGU operates. The terminal growth rate employed for Fiji business was 2.5% (2022: 2.5%).

Contracts to maintain and build infrastructure projects remain key to the long-term sustainability of Higgins® operations in Fiji.

Partnering with the Fijian authorities to deliver these projects enable Higgins® Fiji to generate steady earnings and reliable cash flows.

Recent change in the Fijian government and the impact it may have on transport and infrastructure policy are a key risk in assessing

the recoverable value of Higgins® Fiji's assets. Group and Construction divisional management have considered a range of possible

outcomes including the Fijian Road Authority (FRA) shifting away from foreign suppliers of civil construction when awarding future work.

The final outcome of any future policy changes and its impact on Higgins®' operations in Fiji remain uncertain and will be subject to

further assessment once the final set of reforms are finalised and announced. The government's recent budget announcement has been

seen as favourable to the business unit's present and future economic outlook. No impairment was recognised during the financial year,

however, any adverse changes in the FRA's contracting policy would require management to review the assumptions used in Higgins®

Fiji's impairment assessment, where impairment may be required.

Key AssumptionsValue attributedSensitivity (absolute movement)

Revenue growth (5-year Cumulative Average Growth Rate (CAGR))3.70%Decrease by 1.7 ppts

Discount rate19.40%Increase by 3.2 ppts

2.4 SUPPLEMENTARY DISCLOSURES: EARNINGS PER SHARE

Earnings per share is disclosed in full in . The below disclosure has been included to provide additional useful information by

removing the impact of Significant items in the current and prior year, and the resulting impact on the earnings per share measure.

The effect of Significant items on earnings per share is as follows:

2023

NZ$M

2022

NZ$M

Net earnings after taxation (as per Consolidated Income Statement)

235

432

Add back: significant items before taxation (note 2.2)301

54

Less: tax benefit on signification items (note 26)(84)

(2)

Net earnings before significant items

452

484

Net earnings per share before significant items (cents)

5 7.7

60.0

Net earnings per share - as reported per Consolidated Income Statement (cents)30.0

53.5

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

111

2.5 BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of

the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the

acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value

or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in

Significant items.

The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive

process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical

to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge,

or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or

scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent

consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

Goodwill

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-

controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). After initial recognition,

goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a

business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from

the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Provisional values at acquisition date

Tumu®

NZ$M

Waipapa

NZ$M

Other

acquisitions

NZ$M

Total

NZ$M

Assets

Property, plant and equipment3 63268

Debtors, prepayments and other assets19 625

Inventories16 4121

Deferred tax asset1 1

Right-of-use assets19 3325

58 76 6140

Liabilities

Creditors, accruals and other liabilities16 5122

Lease liabilities19 3325

Deferred tax liability66

35 14 4 53

Total identifiable net assets at fair value

23 62 287

Minority interest recognised(1)(1)

Goodwill arising on acquisition385715110

Purchase consideration transferred61 119 16 196

Tumu®

On 1 September 2022, the Group acquired six Tumu® building supply centres and a frame and truss operation, servicing the East Coast,

Hawkes Bay and Wairarapa regions from the Tumu® Group. The acquired branches are full service building supplies merchants selling to

both wholesale and retail customers as well as a frame and truss manufacturing business.

The acquisition delivers a stronger proposition and level of capability in the building supply market in the East Coast of the North Island,

seen as a strategically valuable region for the Distribution division. The table above considers all seven entities.

For the entities acquired, less than 100% of the equity shares were acquired. Non-controlling interest share ownership percentages

range from 2.12% to 25% with the Group electing to measure the non-controlling interests in the acquiree by reference to the non-

controlling interests proportionate ownership of net assets of the acquiree.

The fair values of the identifiable assets and liabilities of the seven entities combined as at the date of acquisition are above. The Group has

12 months from the date of acquisition to finalise the acquisition accounting and therefore the amounts presented above are provisional.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

112

The fair value of trade receivables recognised at acquisition was $19 million, representing the full contracted amount to be collected.
The Group measured acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition.

The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of the

lease relative to market terms.

Goodwill is allocated to PlaceMakers® as a single cash-generating unit, reflecting the synergies created with PlaceMakers® through

operational and supply chain efficiencies and access to the untapped regional market. PlaceMakers® is part of the Distribution

division. The amount recognised is not expected to be deductible for tax purposes.

The Group incurred acquisition related costs of $1 million in FY22 which were recognised in Significant items. The transaction was

debt free and therefore after consideration of acquisition costs, the net cash flow on acquisition was $62 million, including a $11

million working capital adjustment settled in January 2023 that was subsequently realised through unwinding of inventory and

debtors as at 30 June 2023.

Waipapa

On 9 June 2023, Fletcher Building Products Limited, a fully owned subsidiary of Fletcher Building Limited, acquired 100% of the

issued share capital of Waipapa Pine Limited and Renewable Wood Fuels Limited ("Waipapa"), a manufacturer of structural, industrial

grade timber and wood pallets, serving Building merchants, independents and frame and truss plants between the Northland and

Auckland regions.

The acquisition complements the Group’s existing building products offering.

The fair values of the identifiable assets and liabilities of the two entities combined as at the date of acquisitions are above. The

Group has 12 months from the date of acquisition to finalise the acquisition accounting and therefore the amounts presented above

are provisional.

The purchase consideration of $119 million includes a $13 million deferred consideration liability recognised as Contingent

Consideration, in provisions, which represents the remaining undiscounted value of the Group’s probability-weighted estimate of the

cash outflow associated with earn-out. The earn-out is payable only if the certain pre-determined production output rates from May

2022 to April 2024 are achieved. It reflects management’s estimate and expectation that the maximum targets will be achieved. The

final consideration is estimated to be paid by June 2024.

As at 30 June 2023, there have been no changes in the estimate of the probable cash outflow and change in fair value.

The fair value of trade receivables recognised at acquisition was $6 million, representing the full contracted amount to be collected.

The Group measured acquired lease liabilities using the present value of the remaining lease payments at the date of acquisition.

The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of the

lease relative to market terms.

Goodwill is allocated to Waipapa as a single cash-generating unit, reflecting the synergetic benefit seen through vertical integration

of Building Products division and distribution supply chain through the rest of the Group. The amount recognised is not expected to

be deductible for tax purposes.

The net cash outflow of the acquisition is expected to be $123 million which includes transaction and integration related costs of $3

million in FY23, recognised as Significant items.

Other acquisitions

During the year, the Group acquired three other businesses in New Zealand and Australia. These acquisitions have been recognised

within the Concrete and Australia divisions. The considerations paid for the acquisitions in New Zealand were $10 million (plus $0.1

million relating to deed of covenant) and A$5.2 million (plus A$0.2 million working capital adjustment) for Australia. The goodwill

recognised for these New Zealand and Australia acquisitions were $9.4 million and A$4.8 million respectively.

Financial impact

If the above combinations had taken place at the beginning of the year, Group revenue would have been $8,629 million and Group

EBIT would have been $517 million. From the date of acquisition, Tumu®, Waipapa and other acquisitions have contributed $100

million to Group revenue and $10 million to Group EBIT.

Cromwell JV

At 30 June 2023, the Group had entered into a conditional Sale and Purchase Agreement to acquire the remaining interest of

Cromwell Certified Concrete Limited, which the Group currently holds a 50% share, for consideration of $7 million. The acquisition

was completed in July 2023.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

113

2.6 CONSTRUCTION ACCOUNTING
The Group's Construction division is engaged with a wide variety of customers to construct and maintain building and infrastructure

projects across New Zealand and the South Pacific. Services provided by the division include construction contract works, engineering

and maintenance services. Each project has a different risk profile based on its individual contractual and delivery characteristics. The

Group's policies for accounting for such projects are outlined below, including related estimate and judgements made by management

that have the most significant effect on the carrying value of assets and liabilities of the Group as at 30 June 2023.

Estimates and judgements are made relating to a number of factors when accounting for construction contracts. On the income side,

these include estimates and judgements made on variations to consideration which typically include variations due to changes in scope

of work, recoveries of claim income or bonus elements from customers, and potential liquidated damages or penalties that may be levied

by customers. On the cost side, these include estimates and judgements related to the assessment of future costs after considering; the

programme of work throughout the contract, any changes in the scope of work, any maintenance and defect liabilities, expected inflation

(for unlet sub-trades), and the recovery of any cost through insurance claims. For cost reimbursable contracts, there are also estimates

required on the level of disallowable costs which requires an assessment of whether costs are recoverable under the terms of the contract

and therefore should be recognised as income. Estimates of the final outcome of each contract may include cost contingencies to take

account of specific risks within each contract that have been identified.

Construction projects are inherently more uncertain earlier in their lifetime, which leads to a number of significant estimates and

judgements being made at these early stages. Construction divisional management perform regular reviews of their project positions

including reassessment of cost to complete estimates, including any cost contingencies and estimated recoverability of any variations at

each reporting date. Significant estimates and judgements are reviewed on a regular basis throughout the contract life and are adjusted

where appropriate. However, the nature of the risks on contracts are such that they often cannot be resolved until the project has been

completed.

The significant judgements inherent in accounting for the Group’s most material construction projects are:

–The extent to which a project progresses in line with the complex project programme and timetable previously formed and the resulting

impact of any programme delays or gains on project costs, especially project overheads (preliminary and general costs) and any liquidated

or other damages or penalties;

–Sub-contractor costs, in particular costs that are yet to be agreed in scope or price (including inflationary pressures) or cost increase that

may arise due to programme prolongation;

–Recovery of any insurance claims;

–The outcome of ongoing commercial negotiations, including elements of variable consideration and changes in project scope with

customers; and

–Future weather and ground conditions.

The Group's Construction division has a diverse portfolio of long term construction contracts. The nature and complexity of these contracts

means the outcome can be subject to a significant level of estimation uncertainty, particularly in relation to the likelihood and quantum

of any variation claims receivable, as well as the quantification and assessment of any other claims/counterclaims that may exist. Actual

outcomes could be different from estimated amounts which may impact projection positions recognised.

Construction accounting policies

Revenue recognition

Construction contract revenue

The Group derives revenue from the construction of building and infrastructure projects across New Zealand and the South Pacific.

Contracts entered into may be for the construction of one or several separate inter-linked pieces of large infrastructure. While it is

uncommon, contracts can be entered into for the delivery of several projects. Where this occurs, management determine whether a single

or multiple performance obligations exist, and allocate the total contract price across each performance obligation based on the relative

stand-alone selling prices. The nature of construction projects ordinarily lead to variations in the project size and scope over time, it is also

normal practice for contracts to include bonus and penalty elements based on timely construction or other performance criteria, recognised

as variable consideration.

Generally, contracts identify various inter-linked activities required in the construction process and the performance obligation is fulfilled over

time and as such revenue is recognised over time. Revenue is invoiced based on the measured output of each process based on appraisals that

are agreed with the customer on a regular basis, with the Group's right to payment occurring on a performance to date basis also.

Revenue on construction contracts (including sub-contracts) are determined using the percentage of completion method and represent the

value of work carried out during the period, including amounts not invoiced. Costs are recognised as incurred and revenue is recognised

on the basis of the proportion of total costs at the reporting date to the estimated total costs of the contract. Margin on a contract is

not recognised until the outcome of the contract can be reliably estimated. Management use their professional judgement to assess

both the timing of physical completion of the project and the risks associated with forecast financial result of the contract as part of this

determination.

Maintenance contract revenue

Services revenue is primarily generated from maintenance services supplied to roading assets owned by local or central Government in

New Zealand and the South Pacific. This revenue also arises in respect of infrastructure assets previously constructed by the Group where

maintenance was included in the contract. The service contracts are typically determined to have one single performance obligation which

is significantly integrated and is fulfilled over time.

Variable consideration

Revenue in relation to variations, such as a change in the scope of the contract, is only included in the contract price when it is approved by

the parties to the contract, the variation is enforceable, or in certain circumstances when it is highly probable that a significant reversal of

revenue recognised will not occur and is approved by the Board of Directors.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

114

Contract assets, contract liabilities and provisions for onerous contracts
Contract assets/liabilities are usually stated at cost plus profit recognised to date, less progress billings. Costs include all expenditure

directly related to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on

normal operating capacity.

Onerous contract are defined in NZ IAS 37 Provisions; where the unavoidable costs (i.e. the costs that the division cannot avoid because it

has to fulfil the contract) of meeting the obligations under a contract exceed the economic benefits expected to be received under it. When

a contract is identified as onerous ('loss-making'), a provision is made for estimated future losses on the entire contract. Onerous contract

provisions recognised in relation to the Group's legacy building and infrastructure projects have been disclosed in note 11.

A summary of the major construction projects and their approximate stage of completion is disclosed to demonstrate the uncertainty

that remains on these projects.

Status of construction projects (> $200 million original contract value) as at 30 June 2023:

Forecast

Percentage of

completion 2023

Business unitcompletion*(% cost)

New Zealand International Convention Centre and Hobson Street

Hotel (NZICC) - Fixed price contract and fire reinstatement

Buildings202476%

Pūhoi to Warkworth - Fixed price contract (Public Private Partnership)Infrastructure202494%

* Calendar year

Revenue backlog

Revenue backlog, as disclosed below, refers to the level of construction work the Group is contracted to but is not yet complete as at

period end. This represents the performance obligations that are yet to be completed for the construction contracts active as at 30 June

2023. The long-term nature of the contracts held by the Buildings, Infrastructure, Brian Perry Civil® and Higgins® businesses will see

these performance obligations completed over a period generally between one to five years, although some may extend longer.

Revenue backlog by business unit as at 30 June 2023:

Current Revenue Backlog

NZ$M

Top 5 projects as a % of

Revenue Backlog

Buildings

292

100%

Infrastructure

348

97%

Brian Perry Civil®

1,298

45%

Higgins®

807

39%

South Pacific

71

97%

2,816

NA

Revenue backlog by business unit as at 30 June 2022:

Current Revenue Backlog

NZ$M

Top 5 projects as a % of

Revenue Backlog

Buildings

417

100%

Infrastructure

813

68%

Brian Perry Civil®

1,1 3 3

17%

Higgins®

777

39%

South Pacific

77

84%

3,217

NA

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

115

Contract assets
The gross amount of construction and maintenance work in progress consists of costs attributable to work performed and emerging profit

after providing for any foreseeable losses. In applying the accounting policies on providing for these losses, accounting judgement is

required.

Construction contracts with cost and margin in advance of billings are presented as part of contract assets.

Contract liabilities

Construction contracts where the total progress billings issued to clients (together with foreseeable losses if applicable) on a project exceed

the costs incurred to date plus recognised profit on the contract are recognised as a liability.

2023

NZ$M

2022

NZ$M

Construction contracts with cost and margin in advance of billings

141

127

Contract assets141

127

Construction contracts with billings in advance of cost and margin

82

112

Contract liabilities82

112

New Zealand International Convention Centre and Hobson Street Hotel (NZICC)

On 22 October 2019, there was a significant fire at the project construction site causing damage to both the New Zealand International

Convention Centre and Hobson Street Hotel (NZICC). Contract Works and Third Party Liability insurances are in place on the project, and the

Fletcher Construction Company Limited (FCC) is an insured party under these policies.

As announced to the NZX on 16 December 2022, the Group expects the costs of the rebuild to exceed the Contract Works Insurances

(CWI) coverage. As a consequence, an additional provision of $150 million to complete the project was recognised in the interim financial

statements as at 31 December 2022, classified as a Significant Item. The increased project costs were attributed mainly to: (1) significant

complexity of the remediation approach and rebuild environment, particularly due to remediation of the water damage and mould that

occurred following the fire; (2) as a result of this complexity, a greater number of project resources being required to complete the rebuild

works; and (3) inflation of labour, trade and material costs, as is being experienced across the broader construction industry.

At 30 June 2023, a further provision of $105 million was recognised, classified as a Significant Item. This reflected: $50 million of project cost

risks recognised; a $20 million reduction in expected Contract Works Insurance (CWI) recoveries, due to additional claims paid to SkyCity

(also an insured under the CWI policy); and a reassessment of assumed Third Party Liability (TPL) insurance recoveries to nil, compared to

$35 million previously.

While the Company considers it has good grounds to recover material amounts under the TPL policy, it has determined that these proceeds

are not yet “virtually certain” in accordance with NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets to be recognised. As

such, no amount has been recognised to be recovered under the TPL policy in the project position. The Company will continue to pursue its

rights to recovery under the TPL policy, though this is not expected to be settled until calendar year 2025.

The project is continuing to track to a target completion date in late 2024.

The assessment of the net cost to complete the project continues to rely on the application of estimates and judgements (e.g. programme

to complete, remediation costs, the expected receipt of insurance recoveries and quantification of any claims and costs that are outside of

insurance cover) and, as such, may be subject to change as the project progresses. Certain costs resulting from the fire may fall outside the

scope of the Contract Works policies, with the possibility they may be unrecoverable by the Group. The costs that are known or considered

probable to be unrecoverable as at balance date have been included in the assessment of the onerous contract provision.

As part of the estimate of final margin loss on the project, it is expected that FCC will secure remaining CWI proceeds of circa $100 million,

with a further circa $50 million of ‘BAU’ client revenues to be received (i.e. for work that was still to complete at time of fire). Risks associated

with proceeds under the Contract Works policy include insurers disputing FCC's claims, as while coverage has been confirmed, the extent of

damage and recoverable costs have not all been agreed.

It is possible that the final provision could be below or above the levels currently allowed for, either through changes in costs to complete or

the final level of insurance recoveries. As the project approaches completion, there is also risk of dispute over delay and cost with SkyCity.

No claims have been received to date and project forecast and expected final margin does not allow for any.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

116

Notes to the Consolidated Financial Statements 2023 (Continued)
Pūhoi to Warkworth (P2W)

The Fletcher Construction Company Limited (FCC) and its 50% joint venture partner, Acciona (together Construction JV), are subcontracted

for the design and construction of P2W motorway, by the Northern Express Group (NX2), which is undertaking the project on behalf Waka

Kotahi NZ Transport Agency (Waka Kotahi).

Road Opening was achieved on the 14 June 2023. Deferred works are targeted to be completed in March 2024.

The project was initially set to be completed in December 2021. However, programme delays and inefficiencies were experienced, as a result

of constraints on resource and productivity arising from the impacts of the 2020 NZ Government's COVID-19 pandemic response. In July

2020, an agreement was reached between the parties which included revising the planned service commencement date to May 2022, with

Waka Kotahi issuing a notice acknowledging the right to relief under the Project Agreement for certain COVID-19 events.

COVID-19 events – further lockdowns in 2021, introduction of a traffic light system and national and regional border closures – and the

consequent impacts of those matters on supply chain and resource availability, further adversely impacted the progress of project

construction and associated costs.

The Construction JV has lodged a claim of more than $200 million with NX2 and Waka Kotahi for the impacts and delays arising from

COVID-19 events. In December 2022, the Construction JV entered into an agreement with Waka Kotahi, which provided it with some interim

and potentially refundable financial support, but without any party agreeing variations for compensation or extensions of time for the

project to reach the contract Service Commencement Date. If no variations or extension of time are agreed between the parties or ultimately

determined under the contract, the Construction JV will incur unrecoverable costs and liquidated damages (from 16 August 2022, being the

current contractual Planned Service Commencement Date to mid-June 2023). Unless the Construction JV and Waka Kotahi agree otherwise,

that claim will be resolved through an agreed dispute resolution process, unlikely to be earlier than 2025.

Separately, 18 landslips and 3 weather events have occurred on the project, resulting in damages to Works. For claims that have been

notified, coverage has been confirmed under Construction JV’s Contract Works Insurance policy, with the cost impact of these events being

discussed with insurers. An assessment of recovery for all events has been included in the determination of the final project position and

estimated final margin.

Finally, as the project completes the Construction JV will expect to make claims against some of its suppliers and may be subject to claims

against it by suppliers and subcontractors.

The Group has assessed the facts and circumstances known to it relating to the Construction JV’s estimate of net cost to complete

programme works, including the merits of Construction JV’s claims and likelihood of receipt of further relief under the Project Agreement,

quantification of any claims and costs under this relief, the expected recovery under insurance policies, and concluded that no additional

provision is required to be recognised as at 30 June 2023. There remains a risk that, ultimately, the full amount of the Construction JV’s

claims will not be recovered.

Wellington International Airport Limited (WIAL)

In October 2018, Fletcher Construction Company Limited (FCC) completed a multi-level carpark for Wellington International Airport Limited

(WIAL), which has alleged there are a number of defects to the carpark and the adjacent storm water drainage. It is claiming the cost of

remediation and other related losses in the order of $40 million. FCC disputes and will defend these claims and will also bring claims against

WIAL including for unpaid variations and extensions of time.

These matters may take some time to be resolved, but there is a risk that FCC will be liable to WIAL for some or all of its claims. As FCC is

exiting its vertical Buildings business, any such loss will be treated as a Significant item.

Fletcher Building Limited Annual Report 2023

117

This section explains the results and performance of the Group, including the segmental analysis and earnings per share.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group revenue is derived from the following streams:

–Sale of building products and materials

–Development and sale of properties

–Construction of building and infrastructure projects (refer to note 2.6)

–Maintenance service contracts (refer to note 2.6)

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount

that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally

concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to

the customer.

Building Products and Distribution divisions

Sale of building products and materials

The materials and distribution businesses within the Group recognise revenue when control of the goods has passed to the customer, the

associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods,

and there is a high probability that a significant reversal in the revenue recognised will not occur. Revenue is measured net of returns, trade

discounts and volume rebates. The timing of the transfer of control varies depending on the individual terms of the sales agreement. For

most sales, this occurs when the product is delivered to the customer.

Residential and Development division

Development and sale of properties

Through the Residential and Development division, the Group derives income from the sale of completed houses and apartments, and the

sale of development sites surplus to Group requirements. Revenue is recognised when control passes to the customer for each type of

transaction. Residential unit sales are commonly recognised at the time of settlement, when title passes to the customer and payment is

received. Land development sales are recognised in line with the requirements of the specific sale and purchase agreement.

Performance obligations vary between the types of transactions. The sale of a completed house to a customer is a single performance

obligation, as residential units are not constructed under contract from a customer. For development sales, the division reviews the terms of

the sale to determine whether the performance obligations are distinct and separately identifiable.


2023

Sale of

building

products and

materials

NZ$M

Development

and sale of

properties

NZ$M

Construction

contract

revenue

NZ$M

Maintenance

contract

revenue

NZ$M

Total

NZ$M

Goods and services transferred at a point in time 6,699 5947,293

Goods and services transferred over time6445321,176

Total revenue from contracts with customers 6,699 5946445328,469


2022

Sale of

building

products and

materials

NZ$M

Development

and sale of

properties

NZ$M

Construction

contract

revenue

NZ$M

Maintenance

contract

revenue

NZ$M

Total

NZ$M

Goods and services transferred at a point in time 6,430 680 7,110

Goods and services transferred over time 851 537 1,388

Total revenue from contracts with customers 6,430 680 851 537 8,498

Financial Review

Notes to the Consolidated Financial Statements 2023

(Continued)

Fletcher Building Limited Annual Report 2023

118

Notes to the Consolidated Financial Statements 2023 (Continued)
Fletcher Building Limited Annual Report 2023

119

4. SEGMENTAL INFORMATION

Segmental information is presented in respect of the Group’s industry and geographical segments. The use of industry segments as the

primary format is based on the Group’s management and internal reporting structure, which recognises groups of assets and operations

with similar risks and returns. Inter-segment pricing is determined on an arm’s length basis.

Description of industry segments

Building Products

The Building Products division is a manufacturer, distributor, and marketer of building products used in the residential,

industrial and commercial markets in New Zealand.

Distribution

The Distribution division consists of building and plumbing product distribution businesses in New Zealand.

Concrete

The Concrete division includes the Group's interests in the concrete value chain, including extraction of aggregates, and

the production of cement, concrete and concrete products. The division operates in New Zealand.

Australia

The Australia division manufactures and distributes building materials for a broad range of industries across Australia.

Residential and

Development

The Residential and Development division operates both in New Zealand and Australia. In New Zealand, the division's

operations include building and sale of residential homes and apartments, development and sale of commercial and

residential land, and management of retirement village assets. In Australia, the division's operations include development

and sale of commercial and residential land. Development activity includes sale of land property which are surplus to the

Group's operating requirements.

Construction

The Construction division is a supplier of building and maintenance services for infrastructure projects across New Zealand

and the South Pacific. The division is exiting the vertical building sector, with NZICC being the last project for the Group.

Industry segments

Gross revenue

2023

NZ$M

Restated

(1)


Gross revenue

2022

NZ$M

External revenue

2023

NZ$M

Restated

(1 )

External revenue

2022

NZ$M

Building Products

1,443

1,458

1,154

1,155

Distribution

1,824

1,789

1,792

1,764

Concrete

1,085

1,033

800

772

Australia

3,016

2,806

2,953

2,740

Materials and distribution divisions

7,368

7,0 8 6

6,699

6,431

Residential and Development

607

692

594

680

Construction

1,319

1,559

1,1 76

1,387

Corporate and other

10

11

Group

9,304

9,348

8,469

8,498

Less: intercompany revenue

(835)

(850)

External revenue

8,469

8,498

8,469

8,498

Note: Revenue includes income from the Group's Vertical Buildings Business (2023: $101 million; 2022: $265 million), which the Group is in the process of exiting. The New Zealand

International Convention Centre and Hobson Street Hotel (NZICC) represent the last projects to complete in this sector. EBIT before significant items, however, excludes any earnings

from these projects.


EBIT before

significant items

2023

NZ$M

Restated

(1)

EBIT before

significant items

2022

NZ$M

Funds*

2023

NZ$M

Restated

(1)

Funds*

2022

NZ$M

Building Products

215

192

1,210

892

Distribution

141

137

312

246

Concrete

156

146

789

729

Australia

180

113

1,368

1,365

Materials and distribution divisions

692

588

3,679

3,232

Residential and Development

147

217

915

651

Construction

26

14

85

278

Corporate and other

(67)

(63)

(1,002)

(396)

Group

798

756

3,677

3,765

(1) The comparatives have been restated as a result of a change in segmental reclassification. Humes Pipeline Systems which was previously under the Building Products division have

been re-presented under the Concrete division. This results in an increase to the Concrete division and decrease in Building Products division of the comparative Gross Revenue (June

2022: $152 million), External Revenue (June 2022: $146 million), EBIT before significant items (June 2022: $18 million), Funds base (June 2022: $132 million), Depreciation, depletion

and amortisation expense (June 2022: $6 million) and Capital expenditure (June 2022: $13 million) recognised.

* Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to

Corporate as these are managed at a Group level.

Depreciation,
depletion and

amortisation

expense

2023

NZ$M

Restated

(1)

Depreciation,

depletion and

amortisation

expense 2022

NZ$M

Capital

expenditure

+


2023

NZ$M

Restated

(1)

Capital

expenditure

+


2022

NZ$M

Building Products

48

46

191

191

Distribution

53

48

62

11

Concrete

70

72

65

94

Australia

132

128

59

55

Materials and distribution divisions

303

294

377

351

Residential and Development

3

3

23

8

Construction

39

41

19

29

Corporate and other

13

12

42

33

Group

358

350

461

421

+ Capital expenditure represents additions to the balance sheet of property, plant and equipment and intangible assets, excluding the impacts of the investments/acquisitions of

companies or businesses.

(1) The comparatives have been restated as a result of a change in segmental reclassification. Humes Pipeline Systems which was previously under the Building Products division have

been re-presented under the Concrete division. This results in an increase to the Concrete division and decrease in Building Products division of the comparative Gross Revenue (June

2022: $152 million), External Revenue (June 2022: $146 million), EBIT before significant items (June 2022: $18 million), Funds base (June 2022: $132 million), Depreciation, depletion

and amortisation expense (June 2022: $6 million) and Capital expenditure (June 2022: $13 million) recognised.

Geographic segments

External revenue

2023

NZ$M

External revenue

2022

NZ$M

EBIT before

significant items

2023

NZ$M

EBIT before

significant items

2022

NZ$M

New Zealand

5,353

5,527

612

594

Australia

2,959

2,813

177

152

Other jurisdictions

157

158

9

10

Group

8,469

8,498

798

756

Significant items (note 2.2) (301)

(54)

Earnings before interest and taxation (EBIT)

497

702

Non-current assets

+

2023

NZ$M

Non-current assets

+

2022

NZ$M

Funds*

2023

NZ$M

Funds*

2022

NZ$M

New Zealand

3,762

3,101

3,403

2,788

Australia

1,574

1,634

1,381

1,424

Other (including debt and taxation)

52

53

( 1,1 07 )

(447)

Group

5,388

4,788

3,677

3,765

+ Excludes deferred tax assets, retirement plan surplus and financial instruments.

* Funds represent the external assets and liabilities of the Group and are used for internal reporting purposes. Group balances such as borrowings and taxation are allocated to

Corporate as these are managed at a Group level.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

120

5. NET EARNINGS PER SHARE
Earnings per share is the portion of a company's profit allocated to each outstanding ordinary share and is calculated by dividing the

earnings attributable to shareholders by the weighted average of ordinary shares on issue during the year including treasury stock. Capital

notes and options are convertible into the Company's shares and may therefore result in dilutive securities for purposes of determining the

diluted net earnings per share. The Group may, at its option, purchase or redeem the capital notes for cash at the principal amount plus any

accrued but unpaid interest.

20232022

Net earnings per share (cents)

Basic

30.0

53.5

Diluted

28.4

50.3

NumeratorNZ$MNZ$M

Net earnings

235

432

Numerator for basic earnings per share

235

432

Dilutive capital notes

6

11

Numerator for diluted net earnings per share241

443

Denominator (millions of shares)

Weighted average number of shares outstanding (note 20)783

807

Conversion of dilutive capital notes

65

73

Denominator for diluted net earnings per share848

880

6. CONSOLIDATED INCOME STATEMENT DISCLOSURES

2023

NZ$M

2022

NZ$M

The following items are specific disclosures required to be made and are included

within the Consolidated Income Statement:

Net periodic pension cost

2

2

Employee related short-term costs

(1)

1,581

1,493

Other long-term employee related benefits

58

55

Research and development expenditure

5

2

Amortisation of intangibles

16

18

Bad debts written off

4

4

Donations and sponsorships

4

3

Maintenance and repairs

158

154

Loss on disposal of property, plant and equipment2

(1) Short-term employee benefits for the executive committee included in the above are disclosed in note 23.

Auditor's remuneration

2023

NZ$000's

2022

NZ$000's

Audit and review of the financial statements

(1)

3,652

3,284

Total audit and assurance services

3,652

3,284

Other services

(2)

73

38

Total non-assurance services

73

38

Total auditor's remuneration3,725

3,322

(1) The audit includes fees for both the annual audit of the financial statements and the review of the interim financial statements.

(2) Other services relate to agreed upon procedures ($10,000), taxation compliance ($3,000), financial statement compilation services ($10,000) and pre-assurance over

non-financial metrics ($50,000).

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

121

Working Capital Management
This section provides details of the key elements of working capital which includes cash, receivables, inventories and short-term liabilities.

7. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash and demand deposits with banks that are readily convertible to cash.

Cash and cash equivalents include the Group's share of amounts held by joint operations of $40 million (2022: $15 million).

At 30 June 2023, approximately $42 million (2022: $37 million) of total cash and deposits were held in subsidiaries that operate in

countries where exchange controls and other legal restrictions apply and are not immediately available for general use by the Group.

2023

NZ$M

2022

NZ$M

Cash and bank balances

271

148

Contract retention bank balances

18

17

Short-term deposits

76

186

Cash and cash equivalents

365

351

Reconciliation of net earnings to net cash from operating activities

2023

NZ$M

2022

NZ$M

Net earnings

235

432

Earnings attributable to minority interest

19

7

254

439

Add/(less) non-cash items:

Depreciation, depletions and amortisation

358

350

Other non-cash items

211

(27)

Taxation

(102)

146

Net loss on disposal of businesses and property, plant and equipment45

467

514

Net working capital movements

Residential and Development

(240)

(103)

Construction

(52)

(55)

Other divisions:

Debtors

34

(48)

Inventories

21

(239)

Creditors

(96)

84

(333)

(361)

Net cash from operating activities388

592

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

122

8. DEBTORS
Debtors are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due

for settlement within 30 to 90 days and are therefore all classified as current. Debtors are recognised initially at the amount of consideration

that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The Group holds the

trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost

using the effective interest method. Details about the Group’s credit risk policies and the calculation of the loss allowance are provided in

note 18.3.

2023

NZ$M

2022

NZ$M

Trade debtors

875

844

Contract debtors126124

Contract retentions

35

38

Less expected credit loss provisions

(20)

(20)

Trade and contract debtors

1,016

986

Other receivables

160

289

1,1 76

1,275

Current893855

0 - 30 days over standard terms

94

104

31 - 60 days over standard terms

12

15

61+ days over standard terms

37

32

Provision

(20)

(20)

Trade and contract debtors

1,016

986

Fair values of debtors

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

Recoverability and risk exposure

Information about the recoverability of trade receivables and the Group’s exposure to foreign currency risk and credit risk can be found

in notes 18.1 and 18.3.

9. INVENTORIES, INCLUDING LAND AND PROPERTY DEVELOPMENTS

Raw materials, stores, work in progress and finished goods

Raw materials, stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of

normal operating capacity. Cost includes the reclassification from equity of any gains or losses on qualifying cash flow hedges relating to

purchases of raw material but excludes borrowing costs. Costs are assigned to individual items of inventory on the first-in, first-out basis.

Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs and replacement costs in the consumable stores

and spares necessary to make the sale.

Property and land inventories

Residential units and freehold land held for resale are stated at the lower of cost and net realisable value. Freehold land under development

comprises land acquisition and development costs as well as any direct or indirectly attributable overheads. Residential units, both

completed and under development, comprise apportioned land costs as well as direct materials, labour costs, site overheads, associated

professional charges and other attributable overheads. Net realisable value represents the estimated selling prices less all estimated costs

of completion and overheads.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

123

2023
NZ$M

2022

NZ$M

Manufacturing, distribution and other inventories

Raw materials

249

235

Work in progress16 14

Finished goods

797

835

Consumable stores and spare parts

41

41

1,1 0 3

1,125

Inventories held at cost1,003986

Inventories held at net realisable value100139

1,1 0 31,125

Property and land inventories

Freehold land

26

26

Freehold land under development455303

Properties under development

364

273

Completed properties

132

72

977

674

All property and land inventories are held at cost.

Total inventories

Current portion1,6241,507

Non-current portion456292

2,080 1,799

Inventory classified as non-current

The non-current portion of inventories relates to land and developments that are expected to be held for greater than 12 months

(current portion of $522 million, 2022: $382 million).

Land and property commitments

The Group's Residential and Development division has commitments for the purchase of land and building services totalling $455

million (2022: $787 million), of which $236 million is expected to be delivered in the year ending 30 June 2024.

Emissions units

Emissions units held for own use are allocated to the Group under the New Zealand Emissions Trading Scheme (ETS) and used to

settle the Group's emissions obligation. The units are initially recognised at cost with subsequent reassessment for lower of cost or net

realisable value. Emissions units held by the Group as at 30 June 2023 have been recognised at nil value (2022: nil).

10. CREDITORS, ACCRUALS AND OTHER LIABILITIES

Trade creditors and other liabilities are stated at cost or estimated liability where accrued. Employee entitlements include annual leave

which is recognised on an accrual basis and the liability for long service leave which is measured as the present value of expected future

payments to be made in respect of services provided by employees.

Assumptions in determining long service leave relate to the discount rate, estimates relating to the expected future long service leave

entitlements, future salary increases, attrition rates and mortality.

2023

NZ$M

2022

NZ$M

Trade creditors

772

791

Contract retentions23 23

Accrued interest

18

15

Other liabilities

429

455

Employee entitlements

219

247

Workers' compensation schemes

7

9

1,468

1,540

Current portion1,4161,512

Non-current portion

52

28

Carrying amount at the end of the year1,468

1,540

The non-current portion of creditors and accruals as at 30 June 2023 primarily relates to long service employee entitlement obligations

and deferred land purchases.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

124

11. PROVISIONS
Provisions for restructuring, service and environmental warranties and other provisions are recognised when the Group has a present legal or

constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the

amount can be reliably estimated. Provisions are not recognised for future operating losses other than losses recognised on onerous contracts.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering

the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the

same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate at the end of the reporting period of the expenditure required

to settle the present obligation. The discount rate used to determine the present value is a pre-tax rate that reflects current market

assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is

recognised as an interest expense.

Restructuring

Restructuring provisions are recognised when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal

detailed plan. Costs relating to ongoing activities are not provided for.

Warranty and environmental

Warranty provisions represent an estimate of potential liability for future rectification work in respect of products sold and services provided.

Environmental provisions represent an estimate for future liabilities relating to environmental obligations.

Onerous contracts

An onerous contract is a contract under which the unavoidable costs (i.e. the costs that the Group cannot avoid because it has the contract)

of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs

under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation

or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e. both

incremental costs and an allocation of costs directly related to contract activities).

Other

Other provisions relate to miscellaneous matters, across the Group, including any make good provisions.

Restructuring

NZ$M

Warranty &

environmental

NZ$M

Onerous

contracts

NZ$M

Other

NZ$M

Total

NZ$M

2023

Carrying amount at the beginning of the year16 25 78 78 197

Charged to earnings27 255 47311

Settled or utilised(7)(6)(52)(22)(87)

Released to earnings(1)(2)(13)(16)

Recognised on balance sheet28 28

Currency translation 11

11 24281118434

2022

Carrying amount at the beginning of the year28 28 84 68 208

Charged to earnings5 4 24 33

Settled or utilised(14)(4)(6)(15)(39)

Released to earnings(3)(3)(3)(9)

Recognised on balance sheet3 3

Currency translation1 1

16 25 78 78 197

2023

NZ$M

2022

NZ$M

Current portion

403

173

Non-current portion

31

24

Carrying amount at the end of the year434197

During the year, the Group utilised $7 million (2022: $14 million) in respect of restructuring obligations across various businesses. The $11

million remaining provision, in relation to restructuring, is expected to be utilised within the next 12 months. Warranty and environmental

provisions are expected to be utilised over the next two years. Onerous contracts include a charge to earnings of $255 million associated with

the completion of the NZICC project (refer to note 2.6). Other provisions include a charge to earnings for the recognition of a fund related to

the Iplex® Australia Pro-fit pipes matter (refer to note 25), and an additional provision for the settlement of silicosis claims in Australia.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

125

Silicosis
Laminex® Australia (together with other engineered stone manufacturers and fabricators in Australia) is the subject of a number of

silica related personal injury claims in Australia and more such claims were received in the period ended 30 June 2023. While Laminex®

Australia has settled the majority of claims that have been brought against it to date, further claims are possible in the future. The Group

has considered the exposure Laminex® Australia may have for existing and future claims, with a provision recognised based on the facts

and circumstances known at balance date. In FY23, an additional A$7.5 million provision for these costs has been made, which has been

classified as Significant items. Despite the information obtained from settling claims in recent years, the Group’s full exposure to these

claims remain significantly uncertain, with risk associated to:

–the number of claims that may be received and the timing of them;

–the nature of those claims and the amounts sought to be recovered, which vary considerably based on the condition and circumstances of

the injured worker;

–the size of any settlement amounts agreed or damages awarded, particularly given different laws in various States; and

–the degree to which other parties, such as the worker’s employer and other manufacturers, are liable to (and do) contribute to any amount

owed to the worker.

So there remains a risk that, ultimately, the final exposure of Laminex® Australia to these claims will be greater than the amount currently

allowed.

Product Claims

Fletcher Insulation® Australia is the subject of a small number of customer complaints relating to installed glass wool insulation containing an

imported foil. Fletcher Insulation® is currently investigating the complaints to ascertain the cause and extent of the issue, including whether

any other products may be impacted. Fletcher Building’s New Zealand insulation business, Comfortech®, did not use the same imported

foil. The Group has considered the exposure Fletcher Insulation® Australia may have for the existing and future claims, with a provision

recognised based on the facts and circumstances known at balance date. Fletcher Insulation® Australia is also assessing potential recoveries

from its supplier of the product. There remains a risk that the Groups full exposure will be greater than the amount currently allowed as

investigations are completed.

Long-term Investments

This section details the long-term assets of the Group including property, plant and equipment, investment property, intangible assets

and leases.

12. PROPERTY, PLANT AND EQUIPMENT

Land, buildings, plant and machinery and fixtures and fittings are stated at historical cost less depreciation. Historical cost includes

expenditure that is directly attributable to the acquisition of the items. The cost of purchasing land, buildings, plant and machinery,

fixtures and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs which

have been incurred in bringing the assets to the location and the condition necessary for their intended service, including subsequent

expenditure. To the extent acquisition, development and construction of capital projects extend over a period of 12 months, attributable

borrowing costs are capitalised as part of the cost of the asset while the asset is being developed or constructed. On completion of

development, all assets included in assets under construction are reclassified appropriately into the relevant categories of property, plant

and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying

amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged

to the Consolidated Income Statement during the reporting period in which they are incurred.

Depreciation of property, plant and equipment is calculated on the straight line method. Expected useful lives, which are regularly reviewed,

typically range between:

Buildings30–50 years

Plant and machinery5–15 years

Fixtures and equipment2–10 years

Resource extraction assets are held at historic cost and depleted over the shorter of the life of the site or right to use period. Site

development costs incurred in order to commence extraction are capitalised as resource extraction assets.

Assets are reviewed annually for impairment indicators. An asset’s carrying amount is written down immediately to its recoverable amount if

the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Consolidated Income

Statement.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

126

2023
Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Total

NZ$M

Carrying value at the beginning of the year1832591,1231331021,800

Additions68632094011391

Acquisitions from business combination10848268

Disposals(1)(1)(2)(2)(6)

Depreciation expense(9)(98)(32)(9)(148)

Reversal of impairment44

Impairment(6)(6)

Transfer of assets to inventory(22)(2)(1)(25)

Currency translation(2)(4)(6)

2423161,2701401042,072

Represented by:

Cost2424482,6784171473,932

Accumulated depreciation and impairment(132)(1,408)(277)(43)(1,860)

Carrying value at the end of the year2423161,2701401042,072

2022

Land

NZ$M

Buildings

NZ$M

Plant &

Machinery

NZ$M

Fixtures &

Equipment

NZ$M

Resource

Extraction

NZ$M

Total

NZ$M

Carrying value at the beginning of the year1611941,012133861,586

Additions27782073128371

Acquisitions from business combination

Disposals(7)(1)(8)

Depreciation expense(8)(98)(30)(11)(147)

Impairment

Transfer of assets to inventory(6)(6)(1)(13)

Currency translation11911

1832591,1231331021,800

Represented by:

Cost1873862,4744091423,598

Accumulated depreciation and impairment(4)(127)(1,351)(276)(40)(1,798)

Carrying value at the end of the year1832591,1231331021,800

As at 30 June 2023, property, plant and equipment includes $607 million of assets under construction that are not depreciated until they

are commissioned and brought into use (2022: $454 million).

Physical impacts from climate-related risk

In FY22, the Group appointed Aon New Zealand to assess climate transitional and physical related risks and issued its first Climate-

related Disclosure. The physical risk assessment was a refresh of an exercise completed by Aon New Zealand in 2020 using the

'reasonable worst case' climate scenario known as RCP8.5 against a 2030 and 2070 timeframe. The assessment focused on a number of

climate-related hazards, including rainfall, temperature, sea level rise and extreme storm events. The assessment generated a number of

key outputs including:

• that no material change in risk is expected in the 2030 timeframe;

• some change in risk is expected for the 2070 timeframe due to changes in climate stressors; and

• less than 2% of the Group's asset value has high or extreme flood hazard exposure.

During the year, there were property damages and direct remedial works resulting from the impacts of Cyclone Gabrielle and North

Island Floods in New Zealand, which amounted to $22 million as detailed in note 2.2. Those businesses and locations impacted, are

included within the 2% of identified Groups assets exposed to high or extreme flood hazards per the report. Overall, the analysis

quantified a physical risk which is not material to the Group’s future cash flows. The analysis confirmed no change to the expected useful

economic lives of non-current assets as disclosed.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

127

13. INVESTMENT PROPERTY
The Group's investment property primarily relates to Vivid Living®, the Group's retirement operations, and is held for long-term yields and

is not occupied by the Group. The Group's investment property includes freehold development land and building units under development

including adjacent common facilities.

Investment property is initially measured at cost and includes land and property construction costs, together with any directly attributable

overheads of bringing the asset to the condition necessary for it to be capable of operating in the manner intended by management.

The Group applies the fair value model for subsequent measurement of its development land and completed retirement units, with any

resulting gain or loss being recognised in the Consolidated Income Statement. The measurement of fair value is within the scope of NZ IFRS

13 Fair Value Measurement, and determined by way of an independent valuation undertaken of the retirement village assets in accordance

with professional valuation standards as at 30 June 2023.

All investment property has been determined to be level 3 in the fair value hierarchy as the fair value is determined using inputs that are

unobservable.

The Group's investment property is categorised as follows:

2023

NZ$M

2022

NZ$M

Development land at fair value

14

22

Retirement units under construction at cost1712

Completed retirement units at fair value27

58 34

Movement in the Group's investment property balances is outlined below:

2023

NZ$M

2022

NZ$M

Opening balance

34


Additions19 5

Transferred from inventory3 20

Transferred to inventory(14)

Change in fair value16 9

Closing balance58 34

The Group’s interest in all completed investment property was valued on 30 June 2023 by Colliers Limited, at a total of $27 million

(2022: nil).

14 . INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangibles are carried at cost

less any accumulated amortisation and accumulated impairment losses.

The Group's intangible assets with indefinite useful lives are not amortised but are tested for impairment annually, either individually or at

the cash-generating unit level. Intangible assets with a definite life are amortised on a straight-line basis.

Goodwill is stated at cost, less any impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested

annually for impairment, and when an indication of impairment exists. Brands for which all relevant factors indicate that there is no limit to

the foreseeable net cash flows are considered to have an indefinite useful life and are held at cost and are not amortised but are subject to an

annual impairment test.

For the purposes of considering whether there has been an impairment, assets are grouped at the lowest level for which there are

identifiable cash flows that are largely independent of the cash flows of other groups of assets. When the book value of a group of assets

exceeds the recoverable amount, an impairment loss arises and is recognised in the Consolidated Income Statement immediately.

Amortisation of definite life intangible assets are calculated on the straight line method. Expected useful lives, which are regularly reviewed,

typically range between:

Intangible assets, including software 5-15 years

Cloud computing arrangements

The Group recognises costs incurred in configuring or customising cloud application software as an intangible asset only if the activities

create a resource that the Group can control and from which it expects to benefit. Such costs are amortised over the estimated useful life

of the software application on a straight-line basis. The remaining useful life is reviewed at least at the end of each reporting period and any

changes are treated as changes in accounting estimates.

Where the Group cannot determine whether it has control of the cloud application software, the arrangement is deemed to be a service

contract and any implementation costs (i.e. cost incurred to configure or customise the cloud application software, are expensed to the

Consolidated Income Statement as incurred).

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

128

Where the provider of the cloud application software provides both configuration and customisation services, judgement is required to
determine whether these services are distinct from the underlying use of the software application. Distinct configuration and customisation

costs are expensed as incurred as the software application is configured or customised (i.e. upfront). Non-distinct configuration and

customisation costs, that significantly enhance or modify the cloud-based application, are recognised as a prepaid asset and expensed over

the contract term on a straight-line basis.

To the extent the acquisition and development of capital intangible projects extend over a period of 12 months, attributable borrowing

costs are capitalised as part of the cost of the asset while the asset is being developed. On completion, all cost included in asset under

development are reclassified as Other Intangibles and amortised when available for use.

Assessing the carrying value of goodwill and indefinite life brands requires management to estimate future cash flows to be generated by

the related cash-generating unit. The key assumptions used in the value-in-use or fair value less costs of disposal basis include the expected

rate of growth of revenues and earnings, the terminal growth rate and the appropriate discount rate to apply, and are detailed in note 2.3.

2023

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 7172891101,116

Additions5353

Disposals(3)(3)

Acquired from business combination110110

Impairment (1)(1)

Amortisation expense(16)(16)

Currency translation (4)(2)(6)

8232871431,253

Represented by:

Cost8233673101,500

Accumulated impairment/amortisation(80)(167)(247)

Carrying value at the end of the year8232871431,253

2022

Goodwill

NZ$M

Brands

NZ$M

Other

Intangibles

NZ$M

Total

NZ$M

Carrying value at the beginning of the year 706282821,070

Additions4545

Disposals

Acquired from business combination

Impairment (1)(1)

Amortisation expense(18)(18)

Currency translation 117220

7172891101,1 1 6

Represented by:

Cost7173702601,347

Accumulated impairment/amortisation(81)(150)(231)

Carrying value at the end of the year7172891101,1 1 6

As at 30 June 2023, Other intangible assets include $82 million of assets under development (2022: $42 million).

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

129

Goodwill
2023

NZ$M

Goodwill

2022

NZ$M

Brands

2023

NZ$M

Brands

2022

NZ$M

Significant intangible balances within cash-generating units (CGUs)

Laminex® Australia

157

159

124

126

Higgins® New Zealand

114

114

19

19

Iplex® New Zealand

105

105

7

7

Stramit®

62

63

41

42

Tradelink®

62

63

53

53

PlaceMakers®

56

18

Waipapa

57

Higgins® Fiji

32

32

2

2

Other

178

163

41

40

823

717

287

289

The goodwill allocated to significant CGUs accounts for 78% (2022 restated to include PlaceMakers®: 77%) of the total carrying value of

goodwill. The remaining 'other' CGUs, which comprise 12 (2022 restated to exclude PlaceMakers®: 12) in total, are each less than 6% of total

carrying value. The significant brand assets account for 86% (2022 restated to include PlaceMakers®: 86%) of the total carrying value of

brands. The remaining 'other' brand assets are each less than 5% of total carrying value (2022: 5%).

15. LEASES

The Group leases various offices, warehouses, retail stores, equipment and vehicles. Rental contracts are typically made for fixed periods,

but may have extension options.

Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The lease agreements do not impose

any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for

borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the

interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for property leases in the Group, the

lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to

obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Right-of-use assets are measured at cost and include, after consideration of the initial measurement of the lease liability, any lease

incentives, initial direct costs and any make-good costs associated with the lease. Right-of-use assets are generally depreciated over the

shorter of the asset's useful life and the lease term on a straight-line basis. If it is reasonably certain the Group will exercise a purchase

option, the right-of-use asset is depreciated over the underlying asset’s useful life.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line

basis as an expense in the Consolidated Income Statement. Short-term leases are leases with a lease term of 12 months or less. Low-value

assets comprise IT equipment and small items of office furniture.

The Group has some lease contracts that include extension options. The Group assesses at lease commencement date whether it is

reasonably certain it will exercise the extension options. The Group reassesses whether it is reasonably certain it will exercise the options

if there is a significant event or significant change in circumstances within its control. These options provide flexibility in managing the

leased-asset portfolio and align with the Group’s business needs. Management exercises significant judgement in determining whether these

extension and termination options are reasonably certain to be exercised.

As at 30 June 2023, the four largest property lease contracts (2022: five) have all related extension options included in the estimated

lease term (where management is reasonably certain to exercise the options), resulting in future lease payments being included in the

measurement of the lease liability recorded in the Consolidated Balance Sheet.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

130

Right-of-use assets
2023

Land

NZ$M

Buildings

NZ$M

Plant &

machinery

NZ$M

Total

NZ$M

Opening net book value at the beginning of the year121,1352041,351

Additions and renewals10275177

Acquisitions from business combination12425

Depreciation (1)(126)(67)(194)

Impairment

Terminations(31)(1)(32)

Currency translation(2)(1)(3)

Closing balance at the end of the year121,1022101,324

2022

Opening net book value at the beginning of the year131,1 7 22071,392

Additions and renewals212860190

Acquisitions from business combination

Depreciation (1)(119)(65)(185)

Impairment(1)(1)

Terminations(58)(1)(59)

Currency translation(2)13314

Closing balance at the end of the year121,1352041,351

Lease liabilities

Total

2023

NZ$M

Total

2022

NZ$M

Opening balance1,6551,697

Additions and renewals177190

Acquisitions from business combination25

Repayments(196)(186)

Terminations(59)(62)

Currency translation(6)16

Closing balance1,5961,655

Current portion

192

185

Non-current portion

1,404

1,470

Carrying amount at the end of the year1,5961,655

Lease expenses recognised in Consolidated Income Statement

Total

2023

NZ$M

Total

2022

NZ$M

Right-of-use asset depreciation194185

Right-of-use asset impairment1

Lease interest expense6058

Short-term and low-value lease asset expense5953

313297

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

131

Funding and Financial Risk Management
This section includes details on the Group's funding and outlines the market, credit and liquidity risks that the Group is exposed to and

how these risks are managed, including the use of derivative financial instruments.

Capital risk management

The Group's objectives when managing capital are to provide returns to shareholders and benefits for other stakeholders and to

maintain an optimal capital structure that safeguards the Group's ability to continue as a going concern. In order to maintain or adjust

the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, undertake

share buybacks, issue new shares or sell assets to reduce net debt.

The Group has various debt facilities and covenants in place. A key measure is a through-the-cycle net debt to EBITDA ratio (leverage).

Net debt represents the value of the Group's drawn borrowings adjusted for debt hedging activities and available cash funding. The

target leverage ratio range for the group is 1.0 to 2.0 times. It is intended that the Group will not be materially outside the target leverage

ratio range on a long-term basis.

The Group does not currently hold a credit rating from an accredited rating agency.

16. BORROWINGS

The Group borrows in the form of private placements, bank loans, capital notes and other financial instruments. Funding costs

associated with the Group's borrowings are shown in note 17.

Borrowings are initially recognised at fair value net of attributable transaction costs, and are subsequently measured at amortised cost

using the effective interest rate method. Any borrowings that have been designated as hedged items (USD and any other foreign currency

borrowings) are carried at amortised cost plus a fair value adjustment under hedge accounting requirements. Borrowings denominated in

foreign currencies are retranslated to the functional currency at each reporting date.

Economic debt represents the face value of drawn borrowings adjusted for foreign currency movements hedged with derivative

instruments. The Group uses cross currency interest rate swaps, interest rate swaps and forward foreign exchange contracts to manage

its exposure to interest rates and borrowings sourced in currencies different from that of the borrowing entity's reporting currency.

Details of debt hedging activities and instruments used are included in note 18.

Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s net debt arising from financing activities, including both cash and non-cash changes.

2022

NZ$M

Cash flows

NZ$M

Currency

translation

NZ$M

Other non-cash

movements

(including hedge

accounting)

NZ$M

2023

NZ$M

Private placements481 16 (13)484

Bank loans 180 773 (7)946

Capital notes 350 (6)(1)343

Other loans 29 1 30

Carrying value of borrowings (as per balance sheet)1,040 768 9 (14)1,803

Less: value of derivatives used to manage changes in

hedged risks on debt instruments

(19)(3)(16)12(26)

Economic debt1,021 765 (7)(2)1,777

Less: Cash and cash equivalents (351)(16)2 (365)

Net debt670 749 (5)(2)1,412

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

132

2021
NZ$M

Cash flows

NZ$M

Currency

translation

NZ$M

Other non-cash

movements

(including hedge

accounting)

NZ$M

2022

NZ$M

Private placements476 44 (39)481

Bank loans 180 180

Capital notes 361 (10)(1)350

Other loans 20 2 7 29

Carrying value of borrowings (as per balance sheet)857 170 46 (33)1,040

Less: value of derivatives used to manage changes in

hedged risks on debt instruments

(18)(4)(36)39 (19)

Economic debt839 166 10 6 1,021

Less: Cash and cash equivalents (666)321 (6)(351)

Net debt173 487 4 6 670

Carrying value of borrowings included within the Consolidated Balance Sheet as follows:

2023

NZ$M

2022

NZ$M

Current borrowings88 64

Non-current borrowings1,715 976

Total borrowings1,803 1,040

At reporting date, the Group had the following funding facilities:

Utilised facilities 1,777 1,021

Unutilised bank loan facilities 1,014 745

Total facilities 2,791 1,766

Private placements

Private placements comprise loans of USD246 million, CAD15 million, EUR41 million and GBP10 million with maturities between 2026

and 2028.

Capital notes

At 30 June 2023, the Group had issued $343 million of listed capital notes to retail investors (2022: $350 million) with maturities

between 2024 and 2028. The capital notes do not carry voting rights and do not participate in any change in value of the issued shares

of Fletcher Building Limited.

Listed capital notes

Listed capital notes are fixed rate unsecured subordinated debt instruments that are traded on the NZDX. On election date, holders may

choose either to keep their capital notes on new terms or convert the principal amount and any interest into shares of Fletcher Building

Limited, at approximately 98% of the market price. Instead of issuing shares to holders who choose to convert, Fletcher Building may,

at its option, purchase or redeem the capital notes for cash at the principal amount plus any accrued interest. If the principal amount of

these notes held at 30 June 2023 were to be converted to shares, $65 million (2022: 71 million) Fletcher Building Limited shares would

be issued at the share price as at 30 June 2023, of $5.42 (2022: $5.04).

As at 30 June 2023, the Group held $157 million (2022: $151 million) of its own capital notes.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

133

Bank Loans
At 30 June 2023, the Group had a NZD925 million (2022: $925 million) and AUD674.5 million (2022: nil) syndicated revolving credit

facility on an unsecured, negative pledge and borrowing covenant basis. The participating lenders are both New Zealand registered

and offshore banks. The facility comprises of four Tranches as follows: AUD674.5 million expiring on 31 October 2025, NZD325 million

expiring on 22 November 2026, NZD400 million expiring on 1 July 2027 and NZD200 million expiring on 31 May 2028. The funds under

the syndicated revolving credit facility can be borrowed in Australian and New Zealand dollars only.

Below are the activities in relation to the syndicated revolving credit facility and other bank loans during the year:

• On 31 October 2022, the AUD674.5 million three year Tranche was added to the syndicated revolving credit facility. This Tranche can be

borrowed in Australian Dollars only.

• On 31 May 2023, the NZD200 million Tranche of the syndicated revolving credit facility was extended from 22 July 2024 to 31 May 2028.

There were no other material changes to the terms of the syndicated revolving credit facility.

On 28 June 2023, the Group executed a NZD300 million revolving credit facility with Westpac New Zealand Limited, expiring on 31

October 2024. As at 30 June 2023, no drawdowns have been made from the facility.

Other Loans

At 30 June 2023, the Group had other loans of $30 million (2022: $29 million) some of which were subject to the negative pledge and

some secured ($7 million). Other loans include bank overdrafts, short-term loans, working capital facilities and vendor loans.

Negative pledge

The Group borrows certain funds based on a negative pledge arrangement. The negative pledge includes a cross guarantee between

a number of wholly owned subsidiaries and ensures that external senior indebtedness ranks equally in all respects and includes the

covenant that security can be given only in very limited circumstances. At 30 June 2023, the Group had debt subject to the negative

pledge of $1,424 million (2022: $660 million).

Covenants

The Group’s financial covenants under its senior borrowing arrangements include interest cover and leverage ratio. The Group was in

compliance with all financial covenants during the year and at balance date.

The impact of debt hedging activities on borrowings is represented in the table below:

2023

Underlying borrowing

exposure

Economic debt

exposure

Currency of borrowings

Fixed rate

NZ$M

Floating rate

NZ$M

Impact of

hedging

NZ$M

Fixed rate

NZ$M

Floating rate

NZ$M% Fixed

New Zealand Dollar351727354 82660658%

Australian Dollar227103 2567477%

British Pound21(21)

Canadian Dollar19(19)

Euro74( 74)

United States Dollar369(369)

Other1515

Total834969(26)1,08269561%

2022

Underlying borrowing

exposure

Economic debt

exposure

Currency of borrowings

Fixed rate

NZ$M

Floating rate

NZ$M

Impact of

hedging

NZ$M

Fixed rate

NZ$M

Floating rate

NZ$M% Fixed

New Zealand Dollar357183133 52115277%

Australian Dollar4329 2607378%

British Pound20(20)

Canadian Dollar19(19)

Euro70(70)

United States Dollar372(372)

Other1515

Total838202(19)78124076%

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

134

Liquidity and funding risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial commitments as they fall due. Funding risk is

the risk that the Group under normal circumstances, will not be able to refinance its maturing debts in an orderly manner. The Group

manages its liquidity and funding risk by maintaining a target level of undrawn committed credit facilities and an appropriate spread of

maturity dates in respect of the Group's debt facilities that it reviews on an ongoing basis.

The following maturity analysis table sets out the remaining contractual undiscounted cash flows, including estimated interest payments

for non-derivative financial liabilities and derivative financial instruments. Creditors and accruals are excluded from this analysis as they

are not part of the Group's assessment of liquidity risk because these are offset by debtors with similar payment terms.

2023

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans946946

Capital notes3437980184

Private placements519283236

Other loans301515

Borrowings - principal cash flows1,83894801,428236

Gross settled derivatives - to pay458249209

Gross settled derivatives - to receive(519)(283)(236)

Debt derivatives financial instruments -

principal cash flows

(61)(34)(27)

Total principal cash flows1,77794801,394209

Contractual interest cash flows1836342753

Total lease cash flows1,861224197467973

Total contractual cash flows3,8213813191,9361,185

2022

Contractual

cash flows

NZ$M

Up to 1 Year

NZ$M

1–2 Years

NZ$M

2–5 Years

NZ$M

Over 5 Years

NZ$M

Bank loans180180

Capital notes3505669225

Private placements504274230

Other loans297715

Borrowings - principal cash flows1,0636376694230

Gross settled derivatives - to pay684224250210

Gross settled derivatives - to receive(726)(222)( 274)(230)

Debt derivatives financial instruments -

principal cash flows

(42)2(24)(20)

Total principal cash flows1,0216576670210

Contractual interest cash flows19345429016

Total lease cash flows2,1092362165131,1 4 4

Total contractual cash flows3,3233463341,2731,370

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

135

17. NET FUNDING COSTS
Interest income and expense are recognised on an accrual basis in the Consolidated Income Statement using the effective interest method.

Interest costs relating to qualifying assets under development are capitalised as a component of the cost of development or construction.

Where funds are borrowed specifically for qualifying projects, the actual borrowing costs incurred are capitalised. Where the projects are

funded through general borrowings, the borrowing costs are capitalised based on the weighted average cost of borrowing. Borrowing costs

incurred after commencement of commercial operations are expensed to the Consolidated Income Statement.

Funding costs also include the changes in fair value relating to derivatives used to manage interest rate risk, and the associated changes in

fair value of the borrowings designated in a hedge relationship attributable to the hedged risk.

2023

NZ$M

2022

NZ$M

Interest income

(4)

(2)

Interest on borrowings and derivatives

87

37

Interest capitalised to balance sheet

(5)

Interest expense other

4

1

Net interest expense82

36

Changes in fair value relating to:

Borrowings designated in a hedging relationship

12

39

Derivatives designated in a hedging relationship(12)(39)

Total changes in fair value

Bank fees, registry and other expenses

1

1

Line fees

11

7

Other losses


2

Net funding costs94

46

Included in interest on borrowings and derivatives is the net settlement of the Group's interest derivatives. This consists of $35 million

of interest income and $44 million of interest expense (2022: $21 million interest income; $24 million interest expense). Other losses

includes credit valuation adjustment (CVA)/debit valuation adjustments (DVA) on derivatives.

Capitalisation of borrowing costs

The Group funds capital projects with general borrowings and has applied a weighted average capitalisation rate of 5.20% in FY23,

resulting in $4.8 million of interest cost being capitalised to the balance sheet, mainly in relation to the new Winstone Wallboards®

Tauriko plant.

Interest rate risk

At 30 June 2023, 61% of the Group's debt was subject to a fixed interest rate (2022: 76% fixed).

(i) Interest rate repricing

The following tables set out the interest rate repricing profile of interest bearing financial liabilities assuming floating rate facilities are

utilised to maintain debt levels.

2023

NZ$M

2024

NZ$M

2025

NZ$M

2026

NZ$M

2027

NZ$M

2028

NZ$M

Fixed financial liabilities 1,082844538474285170

Floating financial liabilities6959331,2391,3031,4921,607

Economic Debt1,7771,7771,7771,7771,7771,777

% Fixed61%48%30%27%16%10%

The Group's overall weighted average interest rate (based on year end borrowings) excluding fees is 5.74% (2022: 4.61%).

(ii) Interest rate risk

It is estimated an increase of 100 basis points in interest rates would result in an increase in the Group's interest costs by approximately

$7 million pre-tax on the Group's debt portfolio exposed to floating rates at balance date (2022: $2.4 million) assuming that all other

variables remain constant.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

136

18. FINANCIAL RISK MANAGEMENT
Exposures to credit, liquidity, foreign currency, interest rate and commodity price risks arise in the normal course of the Group’s

business. The principles under which these risks are managed are set out in policy documents approved by the Board. The policy

documents identify the risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The

policies are reviewed periodically to reflect changes in financial markets and the Group’s businesses. Risk management is carried out in

conjunction with the Group's central treasury function, which supports compliance with the risk management policies and procedures.

Derivative financial instruments, including forward foreign exchange contracts, interest rate swaps, foreign currency swaps, cross

currency interest rate swaps, options, forward rate agreements and commodity price swaps are utilised to reduce exposure to market

risks. All the Group’s derivative financial instruments are held to hedge risk on underlying assets, liabilities, and forecast and committed

trading and funding transactions. The Group policy specifically prohibits the use of derivative financial instruments for trading or

speculative purposes.

The table below summarises the key financial market risks to the Group and how these risks are managed:

Financial riskDescriptionManagement of risk

Foreign currency

trade transaction risk

( (i))

Arises on the conversion of a business

unit’s foreign currency revenue and

expenditure to its functional currency,

such that a material loss or a gain may be

incurred. This covers imports, exports,

capital expenditure, and foreign currency

bank accounts balances that are not in a

business unit’s functional currency.

It is Group policy that no currency exchange risk may be

entered into or allowed to remain outstanding should it arise

on committed transactions. The Group uses foreign currency

forward contracts and foreign currency options to manage the

risk on firm commitments and recognised material trade related

exposures. The majority of these transactions have maturities of

less than one year from the reporting date.

Foreign currency

balance sheet

translation risk

( (ii))

Arises due to the translation of the Group’s

foreign denominated assets and liabilities,

overseas operations and subsidiaries to

the company’s functional currency of NZD,

such that the Group’s reporting of financial

ratios would be materially affected.

It is the Group's policy to hedge this foreign currency translation

risk by borrowing in the currency of the asset in proportion to the

Group's target debt to debt plus equity ratio.

Where the underlying debt in any currency does not equate to the

required proportion of total debt, debt derivatives, such as foreign

exchange forwards, swaps and cross currency interest rate swaps

are entered into. These are designated as net investment hedges

where the borrowings or contracts are in a different currency

from that of the business in which they are recognised.

To manage the net exposure to foreign currency borrowings, the

Group enters into cross currency interest rate swaps (CCIRS).

CCIRS are used to manage the combined foreign exchange risk

and interest rate risk as they swap fixed rate foreign currency

borrowings and interest payments into equivalent New Zealand

and Australian dollar-denominated amounts of principal with

floating and fixed interest rates.

Interest rate risk

( & )

The risk that the value of borrowings or

cash flows associated with the borrowings

will change due to changes in market rates.

The Group manages the fixed interest rate component of its

borrowings by entering into CCIRS, interest rate swaps, forward

rate agreements and options. It aims to maintain fixed interest rate

borrowings between certain ranges over specific time periods.

Commodity price

risk

Arises from committed or highly probable

trade transactions that are linked to

commodities.

The Group manages its commodity price risks through negotiated

supply contracts and, for certain commodities, by using

commodity price swaps and options. The Group manages its

commodity price risk depending on the underlying exposures,

economic conditions and access to active derivatives markets.

Cash flow hedge accounting is applied to commodity derivative

contracts. At 30 June 2023, the Group has hedged a portion of its

electricity and diesel usage for the period 1 July to 31 March 2024

and 30 June 2024 respectively. The average hedged electricity

price is NZ$149/MWh and the average hedged diesel price (ex-

Singapore) is NZ$0.97/Litre.

A 10% increase in the New Zealand electricity spot price or the

New Zealand diesel spot price at balance sheet date would not

have a material impact on the Group's earnings or equity position.

Disclosure about the credit risk associated with financial instruments and fair value measurement of financial instruments is included in

notes 18.3 and 18.4.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

137

Derivative financial instruments and hedge accounting
Derivatives are recorded at fair value with the resulting gain or loss on remeasurement recognised in the Consolidated Income Statement

unless the derivative is designated into an effective hedge relationship as a hedging instrument, in which case the timing of recognition

in the Consolidated Income Statement depends on the nature of the designated hedge relationship. For a derivative instrument to be

classified and accounted for as a hedge, it must be highly correlated with, and effective as a hedge of the underlying risk being managed.

This relationship is documented from inception of the hedge. The fair values of derivative financial instruments are determined by applying

quoted market prices, where available, or by using inputs that are observable for the asset or liability.

The Group may designate derivatives as:

–Fair value hedges (where the derivative is used to manage the variability in the fair value of recognised assets and liabilities);

–Cash flow hedges (where the derivative is used to manage the variability in cash flows relating to recognised liabilities or forecast

transactions); or

–Net investment hedges (where borrowings or derivatives are used to manage the risk of fluctuation in the translated value of its foreign

operations).

The Group holds derivative instruments until expiry except where the underlying rationale from a risk management point of view changes,

such as when the underlying asset or liability that the instrument hedges no longer exists, in which case early termination occurs.

Fair value hedges

Where a derivative financial instrument is designated as a hedge of a recognised asset or liability, or of a firm commitment, any gain or

loss on the derivative (hedging instrument) is recognised directly in the Consolidated Income Statement, together with any changes in

the fair value of the hedged risk (hedged item).

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of assets or liabilities, or of a highly

probable forecasted transaction, the effective part of any gain or loss is recognised directly in the cash flow hedge reserve within equity

and the ineffective part is recognised immediately in the Consolidated Income Statement. The effective portion is reclassified to the

Consolidated Income Statement when the underlying cash flows affect the Consolidated Income Statement.

If the hedge no longer meets the criteria for hedge accounting, hedge accounting is discontinued. The cumulative gain or loss

previously recognised in the cash flow hedge reserve remains there until the forecast transaction occurs, or is immediately recognised

in the Consolidated Income Statement if the transaction is no longer expected to occur.

Net investment hedges

Where the derivative financial instruments are designated as a hedge of a net investment in a foreign operation, the derivative financial

instruments are accounted for on the same basis as cash flow hedges through the foreign currency translation reserve (FCTR) within equity.

Cost of hedging

The forward elements of foreign exchange forwards and swaps are excluded from designation as the hedging instrument and the foreign

currency basis spreads of CCIRS are separately accounted for and recognised in Other comprehensive income as a cost of hedging.

Derivatives that do not qualify for hedge accounting

Where a derivative financial instrument does not qualify for hedge accounting, or where hedge accounting has not been elected, any

gain or loss is recognised directly in the Consolidated Income Statement.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

138

18.1 FOREIGN CURRENCY RISK
(i) Currency transaction risk

Cash flow hedge accounting is applied to forecast transactions and short-term intra-Group cash funding. The Group designates the spot

element of foreign exchange forwards and swaps to hedge its currency risk and applies a hedge ratio of 1:1. The Group's policy is for the

critical terms of the foreign exchange forwards and swaps to align with the hedged item. The main currencies hedged are the Australian

dollar, the United States dollar and the Euro. The gross value of these foreign exchange derivatives at 30 June 2023 was $592 million

(2022: $551 million).

(ii) Currency translation risk

The effect of the Group’s hedge accounting policy in managing foreign exchange risk related to the Group’s net investments in foreign

operations is presented in the table below:

Hedged investments and hedging instruments used

2023

Maturity:

0-61 months

NZ$M

2022

Maturity:

0-73 months

NZ$M

Amount of investment hedged

Foreign currency AUD

103

329

Notional amount

Cross currency interest rate swaps (37-61 months)

(103)

(105)

Foreign currency swaps (0-1 months)(224)

Hedge effectiveness

Change in value used for calculating hedge ineffectiveness

1

Net investment hedge (gain)/loss recognised in Other comprehensive income

It is estimated a 10% weakening of the New Zealand dollar against the foreign currencies that the Group is exposed to on the net assets

of its foreign operations, would result in an increase to equity of approximately $104.7 million (2022: $153 million) and no material

impact on the Consolidated Income Statement.

The Group applies hedge accounting to foreign currency denominated borrowings that are managed by CCIRS. The hedge ratio

applied is 1:1. The hedge relationship may be designated into separate cash flow hedges and fair value hedges to manage the different

components of foreign currency and interest rate risk:

• fair value hedge relationship where CCIRS are used to manage the interest rate and foreign exchange risks;

• currency risk in relation to foreign currency denominated borrowings with fixed interest rates; and

• cash flow hedge relationship where CCIRS are used to manage the variability in cash flows arising from interest rate movements on

floating interest rate payments and foreign exchange movements on payments of principal and interest.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

currency, reference interest rates, tenors, repricing dates and maturities and the notional amounts. The Group assesses whether the

derivative designated in each hedging relationship is expected to be effective in offsetting changes in the fair value of the hedged item

using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

• changes in counterparty credit risk and cross currency basis spreads that are not reflected in the change in the fair value of the

hedged item; and

• differences in repricing dates between the cross currency interest rate swaps and the borrowings.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

139

The effect of the Group’s hedge accounting policies in managing both its foreign exchange risk and interest rate risk related to
borrowings denominated in foreign currency is presented in the table below:

2023

USD

37-61 Months

Floating

NZD/USD

0.6944

NZ$M

CAD*

61 Months

Fixed - 4.43%

AUD/CAD

0.927

NZ$M

EUR*

37 Months

Fixed - 4.30%

AUD/EUR

0.684

NZ$M

GBP*

61 Months

Fixed - 4.80%

AUD/GBP

0.568

NZ$M

Total

NZ$M

Cash flow hedging and fair value hedging

Cross currency interest rate swaps

Nominal amount of the hedging instrument 405 19 74 21 519

Carrying amount 14 1 6 21

Accumulated cost of hedging recognised in Other

comprehensive income

(3) (3)

Change in value used for calculating hedge ineffectiveness (8) (3) (2) (13)

Hedging (gain)/loss recognised in Other comprehensive

income

(4) 3 2 1

Fair value hedge (Consolidated Income Statement) (gain)/loss 12 12

* Designated in cash flow relationship only

2022

USD

49-73 Months

Floating

NZD/USD

0.6944

NZ$M

CAD*

73 Months

Fixed - 4.43%

AUD/CAD

0.927

NZ$M

EUR*

49 Months

Fixed - 4.30%

AUD/EUR

0.684

NZ$M

GBP*

73 Months

Fixed - 4.80%

AUD/GBP

0.568

NZ$M

Total

NZ$M

Cash flow hedging and fair value hedging

Cross currency interest rate swaps

Nominal amount of the hedging instrument 395 19 70 20 504

Carrying amount 15 1 3 19

Accumulated cost of hedging recognised in Other

comprehensive income

(2) (1) (1) (4)

Change in value used for calculating hedge ineffectiveness (32) (1) (33)

Hedging (gain)/loss recognised in Other comprehensive

income

(7) 1 (6)

Fair value hedge (Consolidated Income Statement) (gain)/loss 39 39

* Designated in cash flow relationship only

18.2 INTEREST RATE RISK

The Group applies hedge accounting to the borrowings and the associated interest rate swaps, for movements in benchmark market

interest rates. Hedge accounting is applied to these instruments for floating-to-fixed instruments as cash flow hedges or for fixed-to-

floating instruments as fair value hedges. The Group applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

reference interest rates, tenors, repricing dates and maturities and the notional amounts.

The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in

the fair value of the hedged item using the hypothetical derivative method.

In these hedging relationships, the main sources of ineffectiveness are:

• the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swaps that is not reflected in the

change in the fair value of the hedged item; and

• differences in repricing dates between the interest rate swaps and the borrowings.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

140

2023
NZD Borrowings

25-60 Months

4.34%

NZ$M

AUD Borrowings

7 months

1.91%

NZ$M

Total

NZ$M

Cash flow hedging

Interest rate swaps

Nominal amount of the hedging instrument475153628

Carrying amount - derivative assets/(liabilities)729

Change in value used for calculating hedge ineffectiveness6(1)5

Hedging (gain)/loss recognised in Other comprehensive income(6)1(5)

2022

NZD Borrowings

9-61 Months

3.83%

NZ$M

AUD Borrowings

18 months

1.91%

NZ$M

Total

NZ$M

Cash flow hedging

Interest rate swaps

Nominal amount of the hedging instrument164155319

Carrying amount - derivative assets/(liabilities)134

Change in value used for calculating hedge ineffectiveness2911

Hedging (gain)/loss recognised in Other comprehensive income(2)(9)(11)

There was no hedge ineffectiveness recognised in the Consolidated Income Statement during the year.

18.3 CREDIT RISK

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations. To the extent the Group has a receivable from another party, there is a credit risk in the event of non-performance by that

counterparty and arises principally from receivables from customers, derivative financial instruments and the investment of cash.

(i) Impairment of financial assets

The Group has a credit policy in place under which customers are individually analysed for credit worthiness and assigned a purchase

limit. If no external ratings are available, the Group reviews the customer's financial statements, trade references, bankers' references

and/or credit agencies' reports to assess credit worthiness. These limits are reviewed on a regular basis. Owing to the Group’s industry

spread at balance date, there were no significant concentrations of credit risks in respect of trade receivables. Refer to note 8 for debtor

balances and ageing analysis.

The Group has two types of financial assets that are subject to the expected credit loss model:

• Debtors (including trade debtors, contract debtors and contract retentions) (note 8)

• Construction contract assets (note 2.6)

While cash and cash equivalents are also subject to the impairment requirements of NZ IFRS 9 Financial Instruments, the identified

impairment loss was immaterial.

Most goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim.

Credit risks may be further mitigated by registering an interest in the goods sold and the proceeds arising from that supply. The Group

does not otherwise require collateral in respect of trade receivables.

Debtors and construction contract assets

The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses (ECL) which uses a lifetime expected loss

allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk

characteristics and the days past due. The construction contract assets relate to unbilled work in progress and have substantially the

same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected

loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

The expected loss rates are based on the payment profiles of historical sales the corresponding historical credit losses experienced

within this period. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors

affecting the ability of the customers to settle the receivables. The Group has identified the GDP and the unemployment rate of the

countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based

on expected changes in these factors.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

141

Notes to the Consolidated Financial Statements 2023 (Continued)
The table below provides movement in the Group's expected credit loss provision:

2023

NZ$M

2022

NZ$M

Opening provision for expected credit losses as at 1 July 2022(20)

(18)

Increase in provision for doubtful debts recognised in the Consolidated

Income Statement

1

(3)

Receivables written off during the year as uncollectible

Unused amount reversed

(1)

1

Closing provision for expected credit losses as at 30 June 2023(20)

(20)

Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no

reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.

Impairment losses on trade receivables and contract assets are presented as net impairment losses in the Consolidated Income

Statement. Subsequent recoveries of amounts previously written off are credited against the same line item.

(ii) Derivative financial instruments and the investment of cash

The Group enters into derivative financial instruments and invests cash with various counterparties in accordance with established

Board approved credit limits as to credit rating and dollar value but does not require collateral or other security except in limited

circumstances. In accordance with the established counterparty limits, there are no significant concentrations of credit risk in respect

of these financial instruments and no loss is expected.

The Group has not renegotiated the terms of any financial assets that would otherwise be overdue or impaired. The carrying amount of

non-derivative financial assets represents the maximum credit exposure. The carrying amount of derivative financial assets is at their

current fair value.

18.4 FAIR VALUES

The estimated fair value measurements for financial assets and liabilities compared to their carrying values in the Consolidated Balance

Sheet, are as follows:

20232022

Classification

Carrying

value

NZ$M

Fair value

NZ$M

Carrying

value

NZ$M

Fair value

NZ$M

Financial assets

Cash and liquid depositsAmortised cost

365 365

351 351

DebtorsAmortised cost

1,109 1,109

1,180 1,180

Forward exchange contracts - fair value through profit or lossFair value

2 2

6 6

Forward exchange contracts - cash flow hedgeFair value

8 8

8 8

Forward exchange contracts - net investment hedgeFair value

Cross currency interest rate swaps - split designationFair value

30 30

15 15

Cross currency interest rate swaps - cash flow hedgeFair value

7 7

4 4

Interest rate swaps - cash flow hedgeFair value

13 13

5 5

Commodity price swaps - cash flow hedgeFair value

2 2

2 2

Total financial assets 1,536 1,536 1,571 1,571

Fletcher Building Limited Annual Report 2023

142

20232022
Classification

Carrying

value

NZ$M

Fair value

NZ$M

Carrying

value

NZ$M

Fair value

NZ$M

Financial liabilities

Creditors and accrualsAmortised cost 1,197 1,197 1,217 1,217

Bank loansAmortised cost 946 946 180 180

Private placementsAmortised cost 484 480 481 468

Other loansAmortised cost 30 30 29 29

Capital notesAmortised cost 343 315 350 338

Forward exchange contracts - fair value through profit or lossFair value 1 1 1 1

Forward exchange contracts - cash flow hedgeFair value 1 1

Forward exchange contracts - net investment hedgeFair value 2 2

Cross currency interest swaps - split designationFair value1616

Interest rate swaps - cash flow hedgeFair value4 4 1 1

Commodity price swaps - cash flow hedgeFair value

Total financial liabilities3,021 2,9892,262 2,237

Total financial instruments(1,485)(1,453)(691)(666)

Fair value measurement

All of the Group's derivatives are in designated hedge relationships and are measured and recognised at fair value.

All derivatives are level 2 valuations based on accepted valuation methodologies. Forward exchange fair value is calculated using

quoted forward exchange rates and discounted using yield curves derived from quoted interest rates matching maturity of the contract.

The fair value of commodity price swaps is measured using a derived forward curve and discounted using yield curves derived from

quoted interest rates matching the maturity of the contract.

Interest rate derivatives are calculated by discounting the future principal and interest cash flows at current market interest rates that are

available for similar financial instruments.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other than quoted

prices included within level 1.

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value disclosures

The fair values of borrowings used for disclosure are measured under level 2, by discounting future principal and interest cash flows

at the current market interest rate plus an estimated credit margin that is available for similar financial instruments with a similar credit

profile to the Group.

The interest rates across all currencies used to discount future principal and interest cash flows are between 2.7% and 7.5% (2022: (0.3%)

and 5.65%) including margins, for both accounting and disclosure purposes.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

143

Group Structure and Related Parties
This section details the Group's capital, non-controlling interest of subsidiaries, investments in associates and joint ventures and

information relating to transactions with other related parties.

19. DIVIDENDS AND SHAREHOLDER TAX CREDITS

Dividends

2023

NZ$M

2022

NZ$M

Full year dividend paid October 2021 (18.0 cents per share)148

Interim dividend paid March 2022 (18.0 cents per share)144

Full year dividend paid October 2022 (22.0 cents per share)

172

Interim dividend paid April 2023 (18.0 cents per share)

139

311

292

In line with the Company's dividend policy, the Board declared a final dividend of 16.0 cents per share for the 2023 financial year.

Shareholder tax credits

Imputation and franking credits allow the Company to transfer the benefit from the tax it has paid in New Zealand and Australia respectively

to its shareholders when it pays dividends.

2023

NZ$M

2022

NZ$M

Imputation credit account

Imputation credits at the beginning of the year

67

5

Taxation paid

58

4

Imputation credits attached to dividend paid

(92)

(42)

Taxation payable

4

100

Imputation credits available for use in subsequent accounting periods

37

67

2023

A$M

2022

A$M

Franking credit account

Franking credits at the beginning of the year

38

35

Taxation paid

Franking credits received 3

Franking credits available for use in subsequent accounting periods

38

38

20. CAPITAL

Ordinary shares are classified as shareholders’ funds. Costs directly attributable to the issue of new shares or options are shown in

shareholders’ funds as a reduction from the proceeds. Acquired shares are classified as treasury stock and presented as a deduction from

share capital under the treasury stock method, as if the shares are cancelled, until they are reissued or otherwise disposed of.

2023

NZ$M

2022

NZ$M

Reported capital at the beginning of the year excluding treasury stock

3,003

3,248

Repurchase of shares

(13)

(250)

Vested share-based payment

3

5

Reported capital at the end of the year excluding treasury stock

2,993

3,003

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

144

All ordinary shares are issued and fully paid and carry equal rights in respect of voting, dividend payments and distribution upon
winding up.

20232022

Number of ordinary shares issued and fully paid

Number of shares on issue at the beginning of the year

783,043,596

821,152,019

Repurchase of shares(38,108,423)

Total number of shares on issue

783,043,596

783,043,596

Less shares accounted for as treasury stock

(6,655,828)

(4,999,501)

776,387,768

778,044,095

The Group completed an on-market share buyback in June 2022, where the Group had repurchased 38,108,423 shares for the total

consideration of $250 million. These purchased shares were subsequently cancelled, leaving the total number of shares on issue at 30

June 2022 of 783,043,596 shares.

21. NON-CONTROLLING INTERESTS

Non-controlling interests are allocated their share of profit for the year in the Consolidated Income Statement and are presented separately

within equity in the Consolidated Balance Sheet. The effect of all transactions with non-controlling interests that change the Group’s

ownership interest but do not result in a change in control are recorded in equity.

2023

NZ$M

2022

NZ$M

Share capital

14

9

Reserves

13

6

27

15

22. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

Investments in associates and joint ventures are measured using the equity method. The equity method has been used for associate entities

over which the Group has significant influence but not control.

A joint arrangement is an arrangement where two or more parties have joint control. The Group classifies its joint arrangements as either

joint operations or joint ventures depending on the legal, contractual and other rights and obligations.

2023

NZ$M

2022

NZ$M

Investment by associate/joint venture:

Wespine Industries Pty Ltd

72

66

Hexion Australia Pty Ltd

23

23

Altus NZ Limited

78

71

NX2 Hold LP

28

12

Other

24

23

225

195

Equity accounted earnings comprise:

Sales - 100%

596

589

Earnings before taxation - 100%

117

67

Earnings before taxation - Fletcher Building share

42

34

Taxation expense

(8)

(10)

Earnings after taxation - Fletcher Building share34

24

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

145

23. RELATED PARTY DISCLOSURES
The disclosures below set out transactions and outstanding balances that Group companies and other related parties have with each other.

Key management personnel are defined as the Executive Committee and Board of Directors.

Sales to

related parties

NZ$M

Purchased from

related parties

NZ$M

Amounts owing

from related

parties (within

debtors)

NZ$M

Amounts owing

to related parties

(within creditors)

NZ$M

2023

Wespine Industries Pty Ltd and Hexion Australia Pty Ltd42 6

Interpipe Holdings Limited4

Altus NZ Limited15

NX2 Hold LP72

Others4 2

2022

Wespine Industries Pty Ltd and Hexion Australia Pty Ltd47 9

Interpipe Holdings Limited7 1

Altus NZ Limited10 1

NX2 Hold LP893

Others4 2

As at 30 June 2023, the Group held $2.5 million of cash deposits on behalf of three alliances/joint operations; M2PP, Ground

Improvement and Hamilton Expressway. The Group holds 75%, 50% and 61% respective interest in these alliances/joint operations.

2023

NZ$M

2022

NZ$M

Key management personnel compensation

Directors' fees

2

2

Executive committee remuneration paid, payable or provided for:

Short-term employee benefits

18

23

Long-term employee benefits2

Fletcher Building Retirement Plan

As at 30 June 2023, Fletcher Building Nominees Limited (the New Zealand retirement plan) held $3.5 million of shares in Fletcher

Building (2022: $2.9 million of shares).

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

146

Other Information
This section provides additional required disclosures that are not covered in the previous sections.

24. CAPITAL EXPENDITURE COMMITMENTS

Capital expenditure commitments are those where future expenditure has been committed at year-end, but not recognised as liabilities

as follows:

2023

NZ$M

2022

NZ$M

Committed at year end

Property, plant and equipment and other long-term assets

284

204

25. CONTINGENT LIABILITIES

Contingent liabilities are possible legal or constructive obligations arising from past events and whose existence will be confirmed only by

occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. A contingent liability may

also be a present obligation arising from past events but is not recognised on the basis that an outflow of economic resources to settle the

obligation is not viewed as probable, or the amount of the obligation cannot be reliably measured. When the Group has a present obligation,

an outflow of economic resources is assessed as probable and the Group can reliably measure the obligation, a provision is recognised.

The Group, in the normal course of business, may be subject to legal claims and other exposures in respect of which no provision has been

made. Obligations assessed as having probable future economic outflows capable of reliable measurement are provided for at reporting

date and matters assessed as having possible future economic outflows capable of reliable measurement are included in the total amount of

contingent liabilities below.

Individually significant matters, including narrative on potential future exposures incapable of reliable measurement, are disclosed below, to

the extent that disclosure does not prejudice the Group.

Guarantees

In certain circumstances, the Group guarantees the performance of particular business units in respect of their obligations. This includes

bonding and bank guarantee facilities used primarily by the construction business as well as performance guarantees for certain Group’s

subsidiaries.

Contingent liabilities in relation to guarantees, claims and others

2023

NZ$M

2022

NZ$M

Contingent liabilities with respect to guarantees extended on trading transactions,

performance bonds and other transactions

391

383

Contingent liabilities with respect to claims

40

431

383

Product claims

Iplex® Australia has received a number of product quality complaints relating to a hot and cold water polybutylene pipe product it previously

manufactured (under the name "Pro-fit"). The complaints relate to leaks in homes, primarily built by group home builders in Western

Australia, which requires repair or replacement of the pipes and, in some cases, damage to the affected homes. Reports to Iplex® Australia

are that the leak rate in other States is not materially unusual for a product of this type. No legal proceeding has been commenced but

the complaints directed at Iplex® Australia assert that the cause of the failures is attributable to it. Iplex® Australia has not identified the

root cause or causes of the leak. At this time the work Iplex® Australia has undertaken or commissioned that has been completed does not

identify a manufacturing defect. The Western Australia building regulator (the Department of Mines, Industry Regulation and Safety, known

as DMIRS) has investigated the matter and informed Iplex® Australia that, as foreshadowed in the April 17 NZX announcement, "concerns

were identified" regarding the manufacturing processes used for Pro-fit by Iplex® Australia. Subsequent to balance date, DMIRS has referred

the matter to the Australian Competition and Consumer Commission (ACCC). Iplex® Australia’s exposure to future costs incurred by the

leaks, if any, will depend on the final determination of a number of matters. As advised to the market, Iplex® Australia has made a provision

of A$15 million, which is treated as a Significant Item. That provision is not an indication of Iplex® Australia's view as to the costs it will

or may incur in relation to this matter, but in respect of costs expected to be incurred in investigating this matter and providing funds to

Western Australia builders who choose to take advantage of its offer to contribute to the cost of repairs and replacement work in the interim.

At balance date, given current facts and circumstances, Iplex® Australia has concluded that the evidence obtained by it to date does not

establish it is responsible for the matter and, as such, an outflow of funds is not probable. Ultimately, if Iplex® Australia is found to bear some

responsibility, the cost to it in rectifying homes with Pro-fit installed (as well as to meet any damages claims, fines and other costs) may be a

sum that could have a material impact on the Group’s financial position. Further information about this matter is outlined in the Risk Section

of the Annual Report (refer to page 77).

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

147

Construction defects
As part of its business, the Group’s Construction division has exposure for defects in construction projects post their completion. That exposure

arises either from the terms of the relevant contract or at law. As at 30 June 2023, the Group was subject to claims of this type. In assessing

them, the Group has applied estimates and judgements, including assessing the merits of the claim, the cost to repair and the likelihood of

receipt of payment or other recovery. These estimates and judgements may change as the claim or repair work progresses. The Group has

considered its exposure to the claims received to date and, where it considers appropriate to do so, has provided for them. There remains a risk

that, ultimately, the final exposure of the Group to these claims will be greater than the amount allowed.

Class action proceedings

On 13 March 2023, the Group announced that class action proceedings had been filed against it in the Supreme Court of Victoria making

allegations that between 17 August 2016 and 23 October 2017 the Group misrepresented the performance and financial position of its

Building + Interiors (B+I) business and failed to disclose information as to its true financial position. The claim is said to be brought on behalf

of shareholders who acquired an interest in fully paid ordinary shares in the Group on the Australian Securities Exchange or NZX Main Board

between those dates.

The Group will defend the proceedings. Based on current status of the proceedings the Group has determined there is no present obligation

and the claims against the Group have not been quantified.

26. TAXATION

The provision for current tax is the estimated amount due for payment during the next 12 months by the Group. The provision for deferred

tax has been calculated using the balance sheet liability method.

Deferred tax is recognised on tax losses, tax credits and on the temporary difference between the carrying amount of assets and liabilities

and their taxable value where recovery is considered probable. Deferred tax is not recognised on the following temporary differences:

–The initial recognition of goodwill; and

–The initial recognition of asset and liabilities for a transaction that is not a business combination and, at the time of the transaction, affects

neither the accounting nor taxable profit or loss.

There are no significant deferred tax liabilities in respect of the undistributed profits of subsidiaries and associates.

Judgements are required about the application of income tax legislation. These judgements and assumptions are subject to risk and

uncertainty as there is a possibility of future changes in the interpretation and/or application of tax legislation. This may impact the amount

of current and deferred tax assets and liabilities recognised in the Consolidated Balance Sheet and the amount of other tax losses and

temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised tax assets and liabilities

may require adjustment, resulting in a corresponding credit or charge to the Consolidated Income Statement.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

148

Below is the reconciliation of earnings before taxation to taxation expense:
2023

NZ$M

2022

NZ$M

Earnings before taxation

343

598

Taxation at 28 cents per dollar

96

167

Adjusted for:

Difference in tax rates

2

1

Non-assessable income

(14)

(8)

Non-deductible expenses

4

3

Tax losses for which no deferred tax asset was recognised


13

Utilisation of previous unrecognised tax losses(13)

Tax in respect of prior years

1

(4)

Tax expense on earnings89

159

Tax on earnings before Significant items

173

161

Tax benefit on Significant items

(84)

(2)

89

159

Total current taxation expense

130

163

Total deferred taxation benefit

(41)

(4)

89

159

Current tax assets/(liabilities)

Included within the Consolidated Balance Sheet as follows:

Current tax assets

6

Current tax liabilities(107)

6

(107)

Movement during the year:

Opening provision for current tax assets

(107)

9

Taxation expense

(130)

(163)

Transfer from deferred taxation

50

27

Non-controlling interest share of taxation expense

4

4

Tax recognised directly in reserves

(2)

4

Net tax payments

191

13

Currency movement(1)

6

(107)

Provision for deferred tax assets

Included within the Consolidated Balance Sheet as follows:

Deferred tax assets

193

209

193

209

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

149

2023
NZ$M

2022

NZ$M

Movement during the year:

Opening deferred tax assets

209

238

Taxation expense

41

4

Transfer from current tax

(50)

(27)

Tax recognised directly in reserves (10)

Acquisitions

(5)

Currency movement

(2)

4

193

209

Composed of:

Provisions and other liabilities

167

124

Inventories

16

15

Debtors

6

6

Property, plant and equipment

(37)

(32)

Brands

(85)

(86)

Tax losses

53

91

Right-of-use assets

(369)

(377)

Lease liabilities

444

463

Other

(2)

5

193

209

The net deferred tax asset balance of $193 million at 30 June 2023 largely comprises of Construction division provisions and Australian

tax losses incurred in the current and prior periods. It is expected there will be sufficient future earnings in New Zealand and Australia to

utilise the deferred tax asset in each of these jurisdictions.

Notes to the Consolidated Financial Statements 2023 (Continued)

27. RETIREMENT PLANS

Fletcher Building Limited is the principal sponsoring company of a plan that provides retirement and other benefits to employees of

the Group in New Zealand and Australia. Participation in this plan has been closed for a number of years, although defined contribution

savings plans have been made available.

The Group’s plan assets and liabilities in respect of individual defined benefit retirement plans are calculated separately for each plan by an

independent actuary, as being the fair value of the plan’s assets less the present value of the future obligations to the members. The value

of the asset recognised cannot exceed the present value of any future refunds from the plans or reductions in future contributions to the

plans, unless a constructive right to a refund of the surplus exists, in which case the amount to be refunded is recognised as an asset. In

the Group’s balance sheet, plans that are in a surplus position are not offset with plans that are in a liability position. The refund of the New

Zealand surplus is subject to Financial Markets Authority (FMA) approval under FMCA 2013 Section 177.

Principal assumptions made in the actuarial calculation of the defined benefit obligation relate to the discount rate, rate of salary inflation

and life expectancy. The calculation of the defined benefit obligations are based on years of service and the employees' compensation

during their years of employment. Contributions are intended to provide not only for benefits attributed to service to date but also for those

expected to be earned in the future. A discount rate of 4.76% has been applied in 2023 on benefit obligations (2022: 4.03%). In applying

sensitivity analysis, a 1% lower discount rate assumption increases the defined benefit obligation by $12 million, whilst adding one additional

year of life expectancy of scheme members increases the obligation by $7 million.

The following table provides the weighted average assumptions used to develop the net periodic pension cost and the actuarial present

value of projected benefit obligations for the Group's plans:

2023

%

2022

%

Assumed discount rate on benefit obligations

4.76

4.03

Annual rate of increase in future compensation levels

2.37

2.11

Fletcher Building Limited Annual Report 2023

150

Fletcher Building Limited has an obligation to ensure that the funding ratio of the New Zealand plan's assets is at least 115% of the plan's
actuarial liability. At 31 March 2023, the value of the plan assets was 184% of the actuarial liability and the funded surplus was $122

million (31 March 2022: 182%, $132 million).

During the year the Group contributed less than $1 million (2022: less than $1 million) in respect of its Australian defined benefit plans.

It contributed $58 million (2022: $55 million) in respect of its defined contribution plans worldwide, including Kiwisaver and Australia

Superannuation.

The net period pension cost recognised in the year in earnings before interest and taxation was $2 million (2022: $2 million). The Group

expects to contribute less than $1 million to its New Zealand and Australian defined benefit plans during the year to 30 June 2024. The

Group is currently not contributing to the New Zealand plan.

2023

NZ$M

2022

NZ$M

Recognised net asset

Assets of plans

348

360

Projected benefit obligation

(222)

(236)

Funded surplus

126

124

Asset ceiling effect

Recognised net asset126

124

Movement in recognised net asset

Recognised net asset at the beginning of the year

124

108

Currency translation

(1)

(1)

Actuarial movements for the year18

Net periodic pension cost

3

(1)

Recognised net asset126

124

Assets of the plans

Assets of plans at the beginning of the year

360

401

Actual return on assets

7

2

Total contributions

2

1

Benefit payments

(21)

(44)

348

360

Assets of the plans consist of:

Australasian equities

29

29

International equities

136

128

Property

12

32

Bonds

93

97

Cash and short-term deposits

23

14

Other assets

55

60

348

360

Projected benefit obligation

Projected benefit obligation as at the beginning of the year

(236)

(293)

Service cost

(2)

(2)

Interest cost

(9)

(5)

Past service cost/curtailments(1)

Actuarial loss arising on changes in demographic assumptions

(1)

(1)

Member contributions(1)

Actuarial gain arising on changes in financial assumptions

9

32

Actuarial loss arising on other assumptions - experience adjustments

(3)

(7)

Benefit payments

22

41

Currency translation

(2)

1

(222)

(236)

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

151

28. SHARE-BASED PAYMENTS
The Group has a number of employee incentive schemes, and whilst some are offered to all employees, others are offered only to specific

individuals.

All schemes are equity-settled share-based payment arrangements, accounted for under NZ IFRS 2 Share-based Payments and are

measured at fair value at grant date. The fair value of shares or options granted to employees is recognised as an employee expense in the

Consolidated Income Statement over the restrictive period, with the restrictive period being the period over which the service requirement

of the particular scheme is met, with a corresponding increase in the employee share-based payment reserve.

When shares or options vest and shares are awarded to employees, the amount in the share-based payment reserve relating to those

instruments is transferred to share capital. When share-based payments do not vest as a result of a market conditions not being met,

the amount in the share-based payment reserve is reclassified to retained earnings. When share-based payments do not vest due to a

performance condition not being met, any amount previously recognised is released to the Consolidated Income Statement.

Long-term incentive (LTI) share scheme

The Group has a long-term share-based performance incentive scheme targeted at selected employees most able to influence the

results of the Group (invited to participate at the discretion of the Company). The aim is to drive long-term, sustainable results and

create shareholder value by aligning our most senior people with the shareholders' interests, ensuring value is only created for our

people where relative Total shareholder Return (TSR) is realised.

The long-term share scheme allows scheme participants to acquire shares in the Company at market price (i.e. face value at the time of

grant), funded by an interest-free loan from the Group. The scheme participants are entitled to vote on the shares and to receive cash

dividends, the proceeds of which are used to reduce the loan. The shares are held in trust for the scheme participants by the Trustee,

Fletcher Building Share Schemes Limited.

Entitlement under the scheme is dependent upon the Group's TSR exceeding the 51st percentile of the TSR of the comparator Group

over a three year restricted period. Scheme participants can elect to extend the restrictive period for an additional year if the Group's

TSR means that the vesting level is between the 51st and 75th percentile of the comparator Group. The three-year restrictive period is

automatically extended for an additional year if the minimum vesting threshold is not met.

At the end of the restrictive period or any extension, the Group will pay a bonus to the executives to the extent that performance hurdles

have been met, the after-tax amount of which will be generally sufficient for the scheme participants to repay the balance of the loan in

respect of the shares which are to be transferred.

If the performance hurdles are not met or are only partially met and the shares do not transfer to the scheme participants, the amount

in the share-based payments reserve will remain in equity and will not be released to earnings, with the trustee acquiring the beneficial

interest in some or all of the relevant shares. The loan provided in respect of those shares which do not transfer to the scheme

participants (the forfeited shares) will be novated to the trustee and will be fully repaid by the transfer of the forfeited shares.

During the year, there was an introduction of a return on funds employed (ROFE) measure in addition to the current relative total

shareholder return (rTSR) measure. The use of ROFE in the LTI share scheme aligns to the Group's focus on performance and growth.

The weighting of rTSR has been adjusted from 100% to 50% with ROFE sitting at 50%. For both measures, 0% vests at threshold and

100% at maximum (i.e. up to 50% for each measure) with straight-line vesting in between. All grants do not include the opportunity to

extend the restrictive period.

The following are details with regard to the scheme:

2022

Award

2021

Award

2020

Award

2019*

Award

Grant date1 September 20221 July 20211 July 20201 July 2019

Number of shares granted616,654 395,085 1,998,635 1,386,100

Market price per share at grant date$5.61$ 7.4 8$3.66$5.21

Total value at grant date (NZ$)$3,459,429$2,955,236$7,315,004$7,221,581

Vesting date31 August 202530 June 202430 June 202330 June 2022

Number of shares:

Number of shares originally granted616,654 395,085 1,998,635 1,386,100

Less forfeited over life of scheme(372,296)(328,844)

Less vested over life of scheme(40,803)

Number of shares held at 30 June 2023616,654395,0851,585,5361,057,256

* As of 1 July 2023, this scheme did not vest.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

152

2023
NZ$M

2022

NZ$M

Total fair value expense in year for LTI

4

3

Amount recognised at year end in the share based payment reserve

16

15

Fair value has been determined using Monte Carlo valuation methodology.

Deferred short-term incentive (STI) plan

A senior short-term incentive (STI) share-based payment scheme has been put in place for selected senior employees (invited to

participate at the discretion of the Company), which is recognised on the achievement of the Group and individual performance

objectives using a balanced scorecard. The aim is to align the financial interests of participating senior employees with the Company’s

shareholders and recognise the differing priorities, and development phases in which our businesses are operating through individual

targets and measures.

The scheme grant date is 1 July each year, with 1 July 2021 being the first scheme offered. Following the release of the final audited

financial year results, the selected employees STI's are split between a cash payment and a deferred STI portion entitling the employee

to share rights. Achievement is calculated based on various non-market conditions specific to the individual, safety goals, as well as

financial goals and is performed one year after grant date, generally in September, with the cash component settled at this time. The

share rights portion of award convert into Fletcher Building ordinary shares two years from achievement date, where the number of

share rights awarded are determined based on the share price at 30 June, one year after grant date. For most employees, the award is

subject to the participant remaining employed with the Group for three years.

2023

NZ$M

2022

NZ$M

Total fair value expense in year for deferred STI

5

3

Employee retention share scheme

The employee retention share scheme is a special retention arrangement in the form of one-off share-based payments that have been put

in place for certain senior management and executives.

2023

NZ$M

2022

NZ$M

Total fair value expense in year for employee retention share scheme

1

1

Employee share purchase scheme - FBuShare

FBuShare is Fletcher Building’s employee share purchase scheme available to all eligible Group employees. The plan aims to connect

our people with our performance, and to promote employee engagement and retention. Employees purchase shares (purchased shares)

at market prices in the Group and, if they continue to be employed after a three-year qualification period, they become entitled to

receive one bonus award share for every two shares purchased in the first year of each qualification period and still owned at the end of

that period. FBuShare does not require any performance criteria to be met. FBuShare has a minimum contribution rate of NZ$250 per

annum and a maximum contribution rate of NZ$5,000 per annum (or the equivalent currency in other countries) of the employees after-

tax pay. Directors are not eligible to participate in FBuShare.

Dividends paid will be re-invested in additional shares. Employees will receive award shares on any additional shares, subject to the

same conditions set out above. The employees are responsible for any income tax liability payable on dividends and on the value of any

award shares.

At the end of each three year qualification period, employees may continue to hold any purchased, additional and award shares or they

may sell some or all of the shares.

During the year, approximately 0.5 million award shares vested. At 30 June 2023, approximately 1.5 million shares would be required to

satisfy the obligation to provide award shares to FBuShare participants based on the purchased share balances.

2023

NZ$M

2022

NZ$M

Total fair value expense in year for employee share purchase scheme

1

2

29. SUBSEQUENT EVENTS

On 16 August 2023, the Directors declared a final dividend of 16.0 cents per share, payable on Thursday 5 October 2023.

Notes to the Consolidated Financial Statements 2023 (Continued)

Fletcher Building Limited Annual Report 2023

153

Independent Auditor's Report
Independent Auditor's Report to the Shareholders of Fletcher Building Limited

Opinion

We have audited the financial statements of Fletcher Building Limited (the “Company”) and its subsidiaries (together the

“Group”) on pages 101 to 153 which comprise the consolidated balance sheet of the Group as at 30 June 2023, and the

consolidated income statement, consolidated statement of comprehensive income, consolidated statement of movements

in equity and consolidated statement of cash flows for the year then ended of the Group, and the notes to the consolidated

financial statements including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 101 to 153 present fairly, in all material respects, the

consolidated financial position of the Group as at 30 June 2023 and its consolidated financial performance and cash flows

for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and

International Financial Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to

the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the

Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

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 we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Ernst & Young provides agreed upon procedures, taxation compliance, financial statement compilation services, pre-

assurance over non-financial metrics and other assurance services to the Group. Partners and employees of our firm may deal

with the Group on normal terms within the ordinary course of trading activities of the business of the Group. We have no other

relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current year. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion

on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section

of the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures

designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our

audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion

on the accompanying consolidated financial statements.

Fletcher Building Limited Annual Report 2023

154

Independent Auditor's Report (Continued)
Construction revenue and associated provision for onerous contracts

Why significantHow our audit addressed the key audit matter

A substantial amount of the Group’s revenue

relates to revenue from construction

contracts. Where these contracts are fixed

price and have a long-term duration, revenue

and margin are recognised over time as the

services are performed under individual

contracts. This is calculated based on the

proportion of total costs incurred at the

reporting date compared to the Group’s

estimation of total costs of the contract and

the total expected revenue from the relevant

contract. Expected revenue comprises fixed

contractual revenue and where relevant

other amounts, for example variations due to

scope changes or extension of time claims.

Where the unavoidable costs of meeting

the obligations under a contract exceed the

economic benefits expected to be received

under that contract, a provision is recorded

for the difference between these amounts.

There is a high level of management

judgement and estimation involved in

accounting for the Group’s fixed price and

long-term duration construction contracts, in

particular relating to:

–Initial forecasting of total cost to

complete, including the estimation of

cost contingencies for contracting risks,

and revisions to these forecast costs as a

result of events or conditions that occur

during the performance of the contract

or are expected to occur to complete the

contract;

–the recognition of variable consideration

based on an assessment by the Group as

to whether it is probable that the amount

will be approved by the customer and

therefore recovered; and

–the consideration of the unavoidable cost

and economic benefits expected when a

contract has become onerous.

Disclosures regarding the Group’s

construction contracts are included in

, , and of the financial

statements.

In obtaining sufficient appropriate audit evidence, we:

–confirmed our understanding of the Group’s processes regarding

accounting for contract revenues and costs. We tested controls including:

›the performance of monthly project reviews, which involves management

assessing key aspects of contract performance; and

›the project reviews undertaken by the divisional and Group management

and Audit & Risk Committee.

–selected a sample of contracts for testing based on a number of quantitative

and qualitative factors. These qualitative factors included known or expected

to be onerous contracts, those with significant deterioration of margin and/or

completion dates, significant variations and claims and other factors which

might indicate a greater level of judgement was required by the Group. For

the contracts selected, where relevant, we:

›read the contract terms and conditions to evaluate whether the individual

characteristics of each contract were reflected in the Group’s estimation

of total costs of the contract;

›tested controls as they pertain to contract costs incurred in the

year and validated a sample of costs incurred to date to supporting

documentation;

›sample tested the estimated costs to complete by agreeing key forecast

cost assumptions to underlying evidence such as subcontractor

quotes, historical invoicing, employment records or agreements with

subcontractors;

›evaluated the Group’s ability to forecast total cost to complete by

analysing the accuracy of previous forecasts to actual outcomes or to

current estimates of cost to complete, assessing the reason for changes

to the estimate;

›evaluated, utilising our legal specialists where appropriate, external legal

and construction experts’ reports on contentious matters, to identify

factors which might influence the recognition of variable consideration

or liquidated or other damages included in management’s assessment of

the least net cost to fulfil onerous contracts;

›checked variable consideration, where material, to executive leadership

team and Board approvals, supporting documentation and to underlying

contracts, where relevant;

›evaluated the objectivity and expertise of the external experts utilized by

the Group to support the best estimate of onerous contract provisions;

›evaluated contract performance in the period since year end to the date

of this report to assess the Group’s year end judgements in respect of

revenue recognition and forecast costs to complete; and

›evaluated any insurance recoveries relevant to the expected value of

onerous contract provisions. In these situations, we considered whether

forecast recoveries assumptions were appropriate and whether incurred

and forecast costs claimed and expected to be claimed were within the

total indemnity limits and the sub limits, if relevant.

–considered the adequacy of the associated disclosures in the financial

statements including whether they appropriately describe the assumptions

made and uncertainties in estimating the onerous contract provisions.

Fletcher Building Limited Annual Report 2023

155

Independent Auditor's Report (Continued)
Goodwill and other intangible assets’ impairment assessments

Why significantHow our audit addressed the key audit matter

The Group holds goodwill and other intangible

assets of $1.2 billion at 30 June 2023.

The recoverable amount of the Group’s Cash

Generating Units (“CGUs”) is determined each

reporting period by reference to valuations

prepared using discounted cash flow models

(“DCF models”). DCF models contain significant

judgement and estimation in respect of future cash

flow forecasts, discount rate and terminal growth

rate assumptions. Changes in certain assumptions

can lead to significant changes in the assessment of

the recoverable amount.

Disclosures regarding the Group’s key assumptions

adopted and the sensitivity to reasonably possible

changes in key assumptions which could result

in impairment for certain CGUs are included in

of the financial statements.

In obtaining sufficient appropriate audit evidence, we:

–understood the Group’s goodwill impairment assessment

process and identified relevant controls;

–assessed the Group’s determination of CGUs and of those

CGUs considered to have a higher risk of impairment based on

our understanding of the nature and financial performance of

the Group’s business units;

–obtained the Group’s DCF models and, for those CGUs

with a higher risk of impairment, agreed EBIT forecasts to a

combination of the Board approved FY24 budget and the FY25

- FY26 strategic plan;

–assessed key inputs to the DCF models including future cash

flow forecasts, discount rates and terminal growth rates;

–considered the accuracy of previous Group cash flow

forecasting to inform our evaluation of forecasts included in

the DCF models;

–for those CGUs with a higher risk of impairment, involved

our valuation specialists to assess the Group’s discount and

terminal growth rates. Our valuation specialists were also

involved in benchmarking the Group’s assessed recoverable

values with relevant market multiples and assessing the

integrity of the DCF models;

–performed sensitivity analysis in relation to the discount rate,

terminal growth rate and forecast cash flows to consider the

potential impact of changes in these assumptions; and

–considered the adequacy of the associated disclosures in the

financial statements particularly focusing on the disclosure

of the CGUs where the impairment assessment is sensitive to

reasonably possible changes in assumptions.

Fletcher Building Limited Annual Report 2023

156

Independent Auditor's Report (Continued)
Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information other than the consolidated

financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand Equivalents to International Financial Reporting Standards and International

Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic alternative

but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards

on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting

Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Brent Penrose.

Chartered Accountants

Auckland

16 August 2023

Fletcher Building Limited Annual Report 2023

157

Fletcher Building Limited Annual Report 2023
158

Statutory Disclosures

DISCLOSURE OF INTERESTS BY DIRECTORS

The following are particulars of general disclosures of interest by directors holding office as at 30 June 2023, pursuant to section

140(2) of the Companies Act 1993. The director will be regarded as interested in all transactions between Fletcher Building and

the disclosed entity. Changes to entries disclosed during the year to 30 June 2023 are noted in brackets, for the purposes of

section 211(1)(e) of the Companies Act 1993.

Bruce HassallFletcher Building Industries LimitedChair

Prolife Group Holdings LimitedChair

The Farmers' Trading Company LimitedChair

Bank of New Zealand (retired December 2022)Director

Fonterra Co-operative Group LimitedDirector

Martin BrydonDuratec LimitedChair

Brydon Investment Holdings Pty LimitedDirector

Fletcher Building Industries LimitedDirector

Rytysh Pty LimitedDirector

Barbara ChapmanGenesis Energy LimitedChair

NZME LimitedChair

The New Zealand Initiative LimitedDeputy Chair

Bank of New ZealandDirector

Fletcher Building Industries LimitedDirector

Two Tin Pigs LimitedDirector

Peter CrowleyBarrambin Trading Company Pty LimitedDirector

Fletcher Building Industries LimitedDirector

The Riverside Coal Transport Company Pty LimitedDirector

Rob McDonaldContact Energy LimitedChair

The University of Auckland Business School Advisory BoardChair

AIA New Zealand LimitedDirector

Chartered Accountants Australia and New ZealandDirector

Fletcher Building Industries LimitedDirector

RSMcDonald Services LimitedDirector

McDonald Family TrustTrustee

The University of Auckland CouncilMember

Doug McKayBank of New ZealandChair

Eden Park Trust Board (retired June 2023)Chair

Fletcher Building Industries LimitedDirector

Genesis Energy Limited (resigned September 2022)Director

IAG New Zealand LimitedDirector

National Australia Bank LimitedDirector

Vector Limited (appointed September 2022; Chair-elect effective Vector’s 2023

ASM)

Director

Wymac Consulting LimitedDirector

Cathy QuinnFertility Associates Holdings LimitedChair

Tourism Holdings LimitedChair

MinterEllisonRuddWattsConsultant

The University of Auckland CouncilPro-Chancellor

Fletcher Building Industries LimitedDirector

Fonterra Co-operative Group LimitedDirector

Rangatira LimitedDirector

Pin Twenty Limited (corporate trustee of Kintyre Trust)Director / Shareholder

Fletcher Building Limited Annual Report 2023
159

There were no specific disclosures made during the year of any interests in transactions entered by Fletcher Building or any of its

subsidiaries by a director.

INFORMATION USED BY DIRECTORS

There were no notices from directors of the Company requesting to disclose or use Company information received in their

capacity as directors.

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, Fletcher Building has continued

to indemnify and insure its directors, executives and employees acting on behalf of the Company, against potential liability or

costs incurred in any proceeding, except to the extent prohibited by law. The insurance does not cover liabilities arising from

criminal actions.

DIRECTORS HOLDING OF SECURITIES

The policy of the Board is that non-executive directors (or their associates) hold at least 40,000 shares in the Company or a

number equivalent to a director’s base fee at the time of joining the Board to demonstrate their commitment and alignment with

the Company. Directors have three years from their date of appointment to accumulate that holding. Non-executive directors do

not participate in any Company share or option plan.

DISCLOSURE OF DIRECTORS’ INTERESTS IN SECURITIES

Securities of the Company in which each director has a relevant interest at 30 June 2023.

DirectorOwnershipOrdinary SharesCapital Notes

Bruce Hassall (Chair)Beneficial42,242

Martin BrydonBeneficial30,000

Barbara ChapmanBeneficial40,000

Peter CrowleyBeneficial40,000

Rob McDonaldBeneficial60,000

Doug McKayBeneficial20,000

Cathy QuinnBeneficial40,000

Non-Beneficial

(1)

121,19728,360,500

(1) Cathy Quinn also held a non-beneficial interest in securities as a director/shareholder of Pin Twenty Limited (corporate trustee of Kintyre Trust).

DISCLOSURE OF DIRECTORS’ INTERESTS IN SHARE TRANSACTIONS

Directors disclosed, pursuant to section 148(2) of the Companies Act 1993, the following acquisitions of relevant interests in

Fletcher Building shares during the year ended 30 June 2023.

DirectorDate of transactionNature of relevant interestConsideration

Number of

securities

Cathy Quinn20 March 2023On-market purchase of ordinary sharesNZ $42,82310,000

Barbara Chapman21 March 2023On-market purchase of ordinary sharesNZ $85,92420,000

Bruce Hassall21 March 2023On-market purchase of ordinary sharesNZ $64,31415,000

Rob McDonald22 March 2023On-market purchase of ordinary sharesNZ $43,52710,000

Martin Brydon28 March 2023On-market purchase of ordinary sharesAU $40,90710,000

Peter Crowley23 June 2023On-market purchase of ordinary sharesAU $72,96915,000

Statutory Disclosures (Continued)

Fletcher Building Limited Annual Report 2023
160

Statutory Disclosures (Continued)

STOCK EXCHANGE LISTINGS

Fletcher Building’s ordinary shares are listed and quoted on the Main Board of NZX Limited and the Australian Securities

Exchange (ASX) under the company code ‘FBU’. Fletcher Building’s listing on the ASX is as a Foreign Exempt Listing. Fletcher

Building must comply with the NZX Listing Rules but is exempt from almost all of the ASX Listing Rules. For the purposes of ASX

Listing Rule 1.15.3, Fletcher Building confirms that it continues to comply with the NZX Listing Rules.

In addition, Fletcher Building Limited maintains a sponsored Level 1 American Depositary Receipt (ADR) programme with

Deutsche Bank Trust Company Americas (Deutsche Bank). The ADRs trade over the counter in the United States of America (US)

under the ticker code ‘FCREY’, with each ADR representing two ordinary Fletcher Building shares. US investors may prefer to

purchase ADRs rather than ordinary shares in Fletcher Building’s home market because ADRs trade, clear and settle according to

US market conventions.

EXERCISE OF NZX DISCIPLINARY POWERS

Neither NZX or ASX has taken any disciplinary action against Fletcher Building during the financial year ended 30 June 2023 and

there was no exercise of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer)

with respect to Fletcher Building during the reporting period.

NZX WAIVERS

There were no waivers granted by NZX or relied on by Fletcher Building Limited in the 12 months preceding 30 June 2023.

DISTRIBUTION OF SHAREHOLDERS

[TRUNCATED]

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.