Chorus FY23 results, annual report & sustainability report
Chorus Limited
Level 10, 1 Willis Street
P O Box 632
Wellington
New Zealand
Email: company.secretary@chorus.co.nz
STOCK EXCHANGE ANNOUNCEMENT
21 August 2023
Chorus 2023 full year results, annual report & sustainability report
The following are attached in relation to Chorus’ FY23 full year results:
1. Media Release
2. Investor Presentation
3. Annual Report (including audited financial statements)
4. NZX Financial Results Announcement
5. NZX Distribution Notice
6. Sustainability Report
7. Letter to investors
Chief Executive Officer JB Rousselot, and Chief Financial Officer Mark Aue, will discuss
the FY23 full year results by webcast at 10.00am New Zealand time today. The
webcast will be available at www.chorus.co.nz/webcast.
Authorised by:
Mark Aue
Chief Financial Officer
ENDS
For further information:
Brett Jackson
Investor Relations Manager
Phone: +64 4 896 4039
Mobile: +64 (27) 488 7808
Email: brett.jackson@chorus.co.nz
Steve Pettigrew
Head of External Communications
Mobile: +64 (27) 258 6257
Email: steve.pettigrew@chorus.co.nz
---
21 August 2023
Chorus delivers solid full-year result as Kiwis continue to favour fibre broadband
Highlights
• Fibre uptake: 73% in UFB areas, with UFB fibre rollout now complete
• Fibre growth: added 72,000 fibre connections in FY23, totalling 1,031,000
• Fibre plans: 91% of residential and business connections above 300Mbps
• Revenue: grew to $980m from $965m in FY22
• EBIT: down to $226m from $248m in FY22
• Net profit: down to $25m from $64m in FY22
• Dividend: 42.5 cents per share, unimputed for FY23
In FY23, Chorus demonstrated resilience as an essential utility provider amidst economic volatility,
inflation, and uncertainty. As recent weather events have shown, Kiwi homes and businesses
increasingly rely on fast, reliable broadband connections to live, learn, work and play.
Financial overview
Increased fibre connections, the uptake of high-speed plans and inflation-linked price changes saw
underlying revenue grow to $981m from $959m in FY22.
Despite inflationary pressures, underlying operating expenses remained stable at $299m. The
operating results led to an underlying FY23 EBITDA of $682m, a $22m increase from the FY22 EBITDA
of $660m.
Reported EBITDA was $672m, including $10m in one-off costs for extreme weather events and
changes to Chorus’ operating model. Net profit after tax (NPAT) was $25m, down from $64m in
FY22.
Continuing growth in data usage
In July, residential and business fibre customers on the Chorus network used an average of 595GB of
data. Average data usage is near where it peaked during the Auckland Covid-19 lockdown in
September 2021. Forty-five per cent of all traffic on Chorus’ network is streaming video.
Chorus CEO JB Rousselot commented: “There is an apparent pent-up demand for 4K content with
nearly a third of households in New Zealand having a main TV that is 4K capable.
“While 4K content offerings in New Zealand lag other markets, especially in live sports, we expect to
see a significant impact on broadband network capacity as these higher resolution streams become
available.”
Transition to an all-fibre digital infrastructure company
With the ultra-fast broadband rollout finished and the new regulatory regime for fibre established,
Chorus is transitioning to focus more on operating the network. “Customers value fibre above other
technologies as it offers fast, reliable, and resilient service,” said Rousselot.
“Where the long-term value of the connection justifies the cost, we’re willing to invest in connecting
more addresses or locations to fibre, and our new operating model aligns with this strategy.
“This willingness to invest is demonstrated by our upgrading our existing fibre footprint to
Hyperfibre multi-gigabit capability and increasing metro data capacity fourfold to ensure New
Zealanders continue to have access to world-class digital infrastructure.”
Fibre connections on Chorus’ network grew to 1,031,000 in existing ultra-fast broadband areas and
competitively won new property developments. Chorus CEO JB Rousselot commented, “We strongly
believe fibre remains the most effective technology choice for most New Zealanders.
“I’m particularly pleased to see our entry-level fibre plan, Home Fibre Starter, growing strongly with
16,000 connections. It is a plan aimed at price-conscious customers with lighter broadband needs.”
Ninety-one per cent of residential and business plans are on speeds of 300Mbps or above.
Call for more transparent consumer choices
Data consumption trends continue to reinforce the competitive positioning and the future-proof
nature of fibre compared to other technologies.
“It is disappointing to see some retailers not offering all our products to their customers, especially
the low-cost Home Fibre Starter service or our multi-gigabit Hyperfibre range,” said Rousselot.
“It is often too hard for consumers to find our full range of fibre products, which is unfair as
ultimately there is no such thing as 'fibre-like'. Either you're on fibre, or you're not.”
Copper retirement
The migration to fibre saw Chorus’ copper broadband and voice connections reduce by about a
third, or 104,000. About 240,000 copper connections remain. With copper nearing the end of its
technological life New Zealanders without access to fibre will need to consider alternative
technologies.
“With the ongoing shift to fibre and the rise of alternative wireless and satellite broadband options
in rural areas, we’re now on a clear path toward the full retirement of the copper network in New
Zealand,” said Rousselot.
“By the end of 2026, we aim to have fully withdrawn copper voice and broadband services in our
fibre areas, paving the way for a more reliable digital experience.
“Copper is increasingly unsuited to customers’ growing broadband needs. We believe fibre could
and should extend further to help bridge the digital divide between urban and rural communities.
We're currently exploring extending fibre to 10,000 premises beyond UFB areas and considering how
Chorus might play a part in a wider extension with the right investment incentives.”
Tracking towards sustainability targets
Chorus is committed to making a positive impact on the environment and society. In FY23, the
company achieved a 5% reduction in electricity usage, attributed mainly to our copper withdrawal
programme, which saw the retirement of a further 414 broadband cabinets in FY23. Chorus’ Scope 1
and 2 emissions fell by 24% from the year before.
“It was another record year for total data traffic on our network at 7,402 petabytes, up from 7,140
petabytes. Despite this growth, fibre’s efficiency means we can carry more data with less emissions.
We’re also exploring renewable energy sources for the network and plan a solar photovoltaics trial
on exchange buildings.
“While pleased with our progress, we acknowledge that we are in the early stages of our
environmental and social impact journey. We have set ambitious targets for 2030, and although
we’ve made strides this year, we recognise that there is much more for us to do in the ongoing
pursuit of our sustainability targets,” said Rousselot.
Dividend
Chorus will pay a final dividend of 25.5 cents per share, unimputed, on 10 October 2023, bringing
total dividends for FY23 to 42.5 cents per share.
FY24 guidance
FY24 guidance is subject to no material changes in regulatory or competitive outlook.
• EBITDA: $680—$700 million
• Capital expenditure: $400—$440 million
• FY24 dividend: 47.5 cents per share, unimputed
ENDS
Chorus Chief Executive JB Rousselot and Chief Financial Officer Mark Aue will discuss the full-year
results from 10.00 am today, NZST, at www.chorus.co.nz/webcast
For further information:
Steve Pettigrew
External Communications Manager
+64 27 258 6257
steve.pettigrew@chorus.co.nz
Brett Jackson
Investor Relations Manager
+64 27 488 7808
brett.jackson@chorus.co.nz
---
FY23 RESULTS
21 August 2023
21 August 2023
Disclaimer
This presentation:
• Is provided for general information purposes and does not constitute investment advice or an offer of or invitation to purchase Chorus
securities.
• Includes forward-looking statements. These statements are not guarantees or predictions of future performance. They involve known
and unknown risks, uncertainties and other factors, many of which are beyond Chorus’ control, and which may cause actual resultsto
differ materially from those contained in this presentation.
• Includes statements relating to past performance which should not be regarded as reliable indicators of future performance.
• Is current at the date of this presentation, unless otherwise stated. Except as required by law or the NZX Main Board and ASX listing
rules, Chorus is not under any obligation to update this presentation, whether as a result of new information, future events or otherwise.
• Should be read in conjunction with Chorus’ audited consolidated financial statements for the year to 30 June 2023 and NZX and ASX
market releases.
• Includes non-GAAP financial measures such as "EBITDA”. These measures do not have a standardised meaning prescribed by GAAP and
therefore may not be comparable to similar financial information presented by other entities. They should not be used in substitution for,
or isolation of, Chorus' audited consolidated financial statements. We monitor EBITDA as a key performance indicator and we believe it
assists investors in assessing the performance of the core operations of our business.
• Has been prepared with due care and attention. However, Chorus and its directors and employees accept no liability for any errors or
omissions.
• Contains information from third parties Chorus believes reliable. However, no representations or warranties (express or implied) are
made as to the accuracy or completeness of such information.
FY23 RESULTS
2
Agenda
>FY23 overview4
>Fibre uptake and connection trends5-8
>Financial results9-13
>Capex14-15
>FY24 guidance, capital management 16-19
>Regulatory recap20
>NZ runs on fibre 21-23
>Operating model & strategic priorities24-27
>Sustainability in FY2328
Appendices
▪A: Pricing and market data30-32
▪B: Sustainability33
▪C: Additional financial information34-37
▪D: Additional regulatory information38-40
21 August 2023
JB Rousselot, CEO
Mark Aue, CFO
JB Rousselot, CEO
FY23 RESULTS
3
21 August 2023
FY23 overview
FY23 RESULTS
1. Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure without a standardised meaning for comparison between
companies. We monitor EBITDA as a key performance indicator and we believe it assists investors in assessing the performance of the core operations of our business.
4
FY23FY22
Fibre
connections
1,031,000959,000
Broadband
connections
1,188,0001,189,000
Fixed line
connections
1,271,0001,304,000
Data traffic
(petabytes)
7,402 7,140
Employee
engagement
8.7/108.5/10
>73% uptake within completed UFB footprint
▪UFB1 77% (+3%)
▪UFB2 56.5% (+6.5%)
▪985,000connections (FY22: 919,000)*
*includes business premium and partly subsidised education connections
>10% of fibre connection growth outside Chorus UFB zone
39,000
26,000
7,000
Connection growth +72k
Chorus UFB1Chorus UFB2Non-UFB/LFC
Solid lift in fibre uptake despite workforce constraints
Uptake
21 August 20235
FY23 RESULTS
3
8
14
24
35
45
53
60
69
74
77
0
10
34
42
50
56.5
UFB1UFB2
21 August 2023
Continued broadband growth in our UFB zone
* Excludes ~2k partly subsidised education connections and 11k fibre premium and data services (copper) connections
7
6
3
6
4
-5
-4
-2
-2
-3
-2
-2
-3
-3
-2
-6
-2
-6
-6
-8
-1
-2
-2
-1
-2
-1
-1
-2
-1
-2
-10-50510
Q4 FY23
Q3 FY23
Q2 FY23
Q1 FY23
Q4 FY22
Q4 FY23
Q3 FY23
Q2 FY23
Q1 FY23
Q4 FY22
Q4 FY23
Q3 FY23
Q2 FY23
Q1 FY23
Q4 FY22
Broadband connections
Copper (no broadband) connections
Quarterly change (’000s) by zone*
Other fibre
company (LFC)
zone
Broadband connections25,000Local Fibre Company and fixed wireless provider
activity is driving a gradual decline in copper
connections.
Copper line (no broadband)14,000
TOTAL39,000
Non-UFB zoneBroadband connections129,000Ongoing decline in copper connections due to
mobile/fixed wireless/satellite footprint
expansion. Partly offset by fibre connections
growth for greenfield developments.
Copper line (no broadband)23,000
TOTAL152,000
Chorus UFB zoneBroadband connections1,034,000Chorus copper withdrawal programme resumed
after a pause in Q3 following Cyclone Gabrielle.
Increase in technician workforce enabled a
resumption of proactive fibre migration activity.
Copper line (no broadband)35,000
TOTAL1,069,000
6
FY23 RESULTS
Data is indicative as at 30 June
21 August 2023
FY23 RESULTS
>92kfibre installations (FY22: 117k)
▪at lower end of 90k to 110k guidance due to
technician shortages
▪workforce constraints removed by end FY23
>Managed migration programme
▪contributed 35k of the 92k installations
▪copper withdrawal drove activation of 19k
managed installation addresses
▪17k activations from offnet addresses
Workforce back to sustainable level
7
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
FY19FY20FY21FY22FY23
Managed migration: installations vs activations
Service activation: from copper
Service activation: from offnet
Fibre installations
Customer
experience
FY23FY22
Fault restoration7.8 out of 10
(target 8.2)
8.2 out of 10
Intact provisioning7.3 out of 10
(target 7.6)
7.3 out of 10
>1Gbps and Hyperfibreconnections were 39% of residential connections growth in FY23
>300Mbps plans were 50% of residential connections growth
>91% of residential and business connections are on plans of 300Mbps and above
21 August 2023
More residential consumers opting for 1 Gig plans
0
20,000
40,000
60,000
80,000
100,000
120,000
June 2022June 2023
Business
2Gbps+1Gbps500Mbps300Mbps200Mbps100Mbps<100MbpsVoice
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
June 2022June 2023
Residential
2Gbps+1Gbps300Mbps100Mbps<100MbpsVoice
8
FY23 RESULTS
23%
24%
68%
67%
34%
26%
28%
43%
28%
20%
FY23 RESULTS
Financial performance
Mark Aue, Chief Financial Officer
21 August 2023
Income statement
21 August 2023
>weighted effective interest rate on debt increased from
3.77% to 5.4% (includes accounting adjustments)
FY23 RESULTS
FY23
$m
FY22
$m
Operating revenue980965
Operating expenses(308)(290)
Earnings before interest, tax,
depreciation and amortisation
(EBITDA)
672675
Depreciation and amortisation(446)(427)
Earnings before interest and income tax226248
Net interest expense(195)(142)
Net earnings before income tax31106
Income tax expense(6)(42)
Net earnings2564
>underlying FY23 EBITDA of $682m vs underlying FY22
EBITDA of $660m (see slide 13)
>$15m of additional accelerated copper cable depreciation in
fibre areas
10
>one-off $10m accounting adjustment for useful life of
buildings
>$9m of extreme weather and operating model change costs
>$1m of consumer credits for extreme weather
FY23
$m
FY22
$m
Fibre broadband (GPON)622548
Fibre premium (P2P)6866
Copper based broadband117153
Copper based voice3952
Data services copper46
Field services7071
Value added network
services
2627
Infrastructure3130
Other312
Total980965
21 August 2023
▪copper revenues declining as customers migrate to Chorus fibre or
competing fibre/wireless networks
▪CPI increase of 7.2% applied to some services from mid-December
>growing fibre uptake and ARPU: $53.25 (June FY23) vs $50.67 (June FY22)
Revenue
FY23 RESULTS
>FY22 included $6m property optimisation and $3m legal settlement
>greenfieldsrevenue $33m (FY22: $29m); partly offset by reduced
roadworks $8m (FY22: $10m)
11
>growing demand for direct fibre, mobile access and other backhaul
>CPI impact and increased employee numbers; FY22 included $9m holiday
pay benefit and $2m COVID impact of reduced labour capitalisation
>reduced fault volumes offset by $3m of extreme weather costs, CPI impact
and more expensive fault mix
FY23
$m
FY22
$m
Labour 7664
Network maintenance6059
IT4250
Other network costs3729
Rent, rates and property
maintenance
2628
Electricity1917
Provisioning11
Insurance54
Consultants98
Regulatory levies99
Other2421
Total308290
21 August 2023
Expenses
FY23 RESULTS
>savings from migration off legacy systems and release of $2m software
provision
>$1m extreme weather costs; FY22 included one-off costs for office relocation
and rationalisation
12
>$3m extreme weather costs; $3m network and property optimisation costs
>advertising spend up $2m with increased activity post-COVID
21 August 2023
FY23 RESULTS
13
Underlying EBITDA & asset revaluation
AdjustmentFY23
adjusted
$m
AdjustmentFY22
adjusted
$m
Reported operating revenue
Underlying operating revenue
▪Extreme weather credit
980
__1
981
▪Lease change
▪Legal settlement
965
(3)
_(3)
959
Reported operating expenditure
Underlying operating expenditure
▪Extreme weather costs
▪Operating model change
308
(6)
(3)
299
▪Holiday pay provision
290
9
299
UNDERLYING EBITDA682660
Reported EBITDA672675
Asset revaluation: Land & buildings
>Land & buildings assets increased by $282 million following adoption of revaluation policy
▪valuation increase from $75m to $357m
▪net effect on annual depreciation expected to be ~$1m per annum
21 August 2023
Gross capex: $454 million (FY22 $492m)
Sustaining capex of $207m (FY22: $161m) see p35 for summary
>new property development $68m; Fiordland fibre
backhaul $6m (largely grant funded)
>fibre incentive spend varies subject to connection volumes
and retailer activity
>92,000 installations (FY22: 117,000); $32m backbone;
$51m layer 2
FY23 RESULTS
FibrecapexFY23
$m
FY22
$m
UFB communal577
Fibre installations & layer 2193195
Fibre products & systems1012
Other fibre& growth10579
Fibre sustain1213
Customer retention costs3027
Subtotal355403
▪Average cost per UFB premises installation: $1,067 vs $1,000 -$1,115 guidance*
*excludes layer 2 and includes standard installations, some non-standard single dwellings and service desk costs
14
>UFB rollout ended Dec 2022
21 August 2023
Capex: Copper and Common
FY23 RESULTS
CoppercapexFY23
$m
FY22
$m
Network sustain2727
Copperconnections11
Copper layer213
Customer retention costs47
Subtotal3338
CommoncapexFY23
$m
FY22
$m
Informationtechnology4432
Building& engineering services2219
Subtotal6651
>IT lifecycle projects and investment to support exit
from legacy systems
>FY23 included ~$7mrural cabinet upgrade project
(largely grant funded)
>building projects resumed after COVID delays; FY22
included office relocation costs
15
>reducing with stop sell now in place in fibre areas
180
161
207
492
331
247
$400m to
$440m
0
100
200
300
400
500
600
700
FY21FY22FY23FY24
Sustaining
Discretionary growth
>EBITDA: $680m to $700m
▪subject to no material changes in circumstances or outlook
▪objective of modest EBITDA growth
▪expect costs to be ~$10m higher given deferral of some costs into FY24,
CPI increases, additional regulatory and compliance costs, and operating
model changes due in Q2
>GROSS CAPEX: $400m to $440m
▪Copper$25m to $35m
▪Common$55m to $75m
▪Fibre$320m to $340m: includes $180m-$190m fibre installations &
layer 2 capex: based on mass market 80,000 –100,000 fibre connections
(cost per installation: $1,100 -$1,250*), and 1,500 –2,500 backbone
builds
Note: ranges are not necessarily additive
▪FY24 sustaining capexlifts to $220m-$240mwith CPI effects, catch-
up on property projects delayed by COVID, equipment upgrades to enable
Hyperfibre, increased transport spend to support greater capacity and
rural layer 2 lifecycle replacement.
21 August 2023
FY24 guidance
FY23 RESULTS
16
*excluding layer 2 and including standard installations and some non-standard single
dwellings and service desk costs
$m
Capital expenditure components
**Sustaining network capex is investment to
maintain, replace or improve an existing copper or
fibre asset.
21 August 2023
Net debt/EBITDA
As at30 June 2023 ($m)
Borrowings2,561
+ PV of CIP debt securities
(senior)
279
+ Net leases payable181
Sub total3,021
-Cash76
Total net debt2,945
Net debt/EBITDA*4.39x
>~65% of CNU interest rate exposure was fixed at
30June
▪expect to be~70% fixed over next 3 years with net ~$750m
forward start fixed interest rate swapsstarting in first half of
FY24
▪see slide 37 in Appendix for summary of bond rates
*Based on S&P and bank covenant methodologies
FY23 RESULTS
17
>ND/EBITDA increased from 4.08x(FY22) to 4.39x
▪borrowings increased from $2,389 million (FY22)
▪ratings agency thresholds: Moody’s 5.25x, S&P 5.0x
▪the Board considers that a ‘BBB’ credit rating or equivalent is
appropriate for a company such as Chorus
▪intention that in normal circumstances the ratio of net debt to
EBITDA will not materially exceed 4.75x
▪financial covenants require senior debt ratio to be no greater
than 5.5x
0
1
2
3
4
5
6
0
500
1000
1500
2000
2500
3000
FY18FY19FY20FY21FY22FY23
Average effective interest rate*
EoY Net DebtWeighted average interest rate
%
$m
* includes all interest on borrowings, bank commitment fees and non-cash
accounting adjustments related to financing
18
>At 30 June, debt of $2,561mcomprised:
▪Long term bank facilities of $450m(Undrawn)
▪NZ bonds: $900m
▪Euro Medium Term Notes $1,661m(NZ$ equivalent at hedged rates)
NZ
$M
200
500
200
328
514
820
85
105
167
210
0
100
200
300
400
500
600
700
800
900
NZ BondEUR EMTNFace value of CIP debt securities issued
Crown financing and debt profile
21 August 2023
FY23 RESULTS
Crown
securities
$m
30
June
2025
30
June
2030
30
June
2033
30
June
2036TOTAL
Equity securities
(cumulative total)
85.3197.1377.7766.4766.4
Debt securities
(maturity profile)
85.3104.7166.7210.2566.9
Crown equity securities
▪unique class of security with no voting rights but a repayment
preference on liquidation
▪an increasing portion attract dividend payments from 30 June 2025
onwards based on 180 day NZ bank bill rate, plus 6% p.a. margin
▪redeemable by cash payment of total issue price or the issue of Chorus
shares (at a 5% discount to the 20-day VWAP for Chorus shares)
Crown debt securities
•unsecured, non-interest bearing and carry no voting rights
•to be redeemed in tranches from 30 June 2025 to 2036 by repaying
the issue price to the holder
18
>FY23 final dividend
▪25.5cps, unimputed
•record date: 12September2023
•payment date: 10October2023
•no Dividend Reinvestment Plan available
21 August 2023
>FY24dividend guidance*
▪47.5cps in FY24
▪dividends unimputed in medium term
>~$139m of $150m share buyback complete
▪17.5m shares purchased since February 2022
▪435 million shares on issue at 30 June
Dividend and share buyback
FY23 RESULTS
cps
* subject to no material adverse changes in circumstances or outlook
Dividend guidance
19
Chorus’ policy is to pay an ordinary dividend of 60% to
80% of free cash flow (i.e. net cash flow from operating
activities lesssustaining capital expenditure)
0
5
10
15
20
25
30
35
40
45
50
FY22FY23FY24
FY22 increase to prior guidance
21 August 2023
FY23 RESULTS
Regulatory recap
20
>Information Disclosure in May 2023:
▪RAB grew to $5,710min 2022 (calendar)
▪MAR 2022wash-up balance of ~$47m carried
forward to RP2
>Next regulatory period -RP2 (Jan 2025 to Dec
2028)
▪Chorus expenditure proposal due 31 October
▪WACC due to be confirmed in July 2024
4,032
4,426
1,416
-511
389
356
28
1,284
2022 RAB movement ($m)
Core RABFinancial Loss Asset
5,448
5,710
JB Rousselot, Chief Executive Officer
21 August 2023
FY23 RESULTS
Data usage back at COVID levels; 4K to come
21 August 202322
0
500
1000
1500
2000
2500
Monthly fibre
data usage
today
All streaming
in 4K
All TV
streamed in
4K
4K EFFECT ON DATA
DEMAND
Data usage (GB)
FY23 RESULTS
21 August 2023
FY23 RESULTS
23
Evolution of services driving greater data needs
TodayNear termFuture
Residential
speed
Up to 1GbpsUp to 10GbpsUp to 50Gbps
Enterprise
speed
Up to 100GbpsUp to 400-800GbpsUp to 1.6-3.2Tbps
IntelligenceConditionally
autonomous
Highly autonomous,
fast provisioning times
Fully autonomous
Reliability &
Latency
99.999%/ 5ms
consistent latency
/ low jitter
99.999% / 1ms
latency (hard
guarantee) / very low
jitter
Deterministic reliability/
<1ms latency (hard
guarantee) / very low
jitter
Trustworthy
& Green
5x better per bit
energy efficient
10x better per bit
energy efficient, fast
problem detection and
response (minutes)
10x-plus better per bit
energy efficient, very
fast problem detection
and response (seconds)
Source: World Broadband Association, Omdia
▪applications driving greater bursts of data download and upload (e.g. video, games, software updates)
▪growing number of connected devices per household and multiple simultaneous users requires more bandwidth
21 August 2023
FY23 RESULTS
24
A nimbler Chorus
>Unlocking value through a matrix model
▪including three value streams with sharp strategies
and end-to-end approaches
▪historical functional units (Customer & Network
Operations; Product, Sales & Marketing) realigned to
drive strategic outcomes
▪and enabling a thriving culture
Operating model transition from build to operate
21 August 2023
FY23 RESULTS
25
>Market dynamics remain positive
▪Home Fibre Starter 50Mbps traction: ~60% of July net adds
from offnet
▪1Gig share of net adds ~40% vs 24% share of connections
▪large retailers promoting Hyperfibre(2-8Gbps)
▪continued winbackin Wellington cable areas
>FY24 focus
▪NZ runs on fibrecampaign driving fibre awareness
▪leveraging copper withdrawal programme for fibre demand
▪increasedemphasis on UFB2 uptake
▪strategic approach to CPI adjustments from 1 October
Targeting 80% fibre uptake
21 August 2023
FY23 RESULTS
Bringing more focus to opportunity
▪PowerSense: extreme weather events proved product value
▪Edge Centre: strong pre-orders for extra Auckland capacity
▪Backhaul: fibre nodes in 7 data centres; cellsitedemand growing
▪Smart locations: +19% growth in FY23 as smart city and utility requirements
expand (e.g. traffic cameras, digital billboards)
▪New property development: build completed (ready to connect) for 33k lots in
FY23; current pipeline of work suggests slightly lower completions in FY24
▪Fibre expansion: tender issued for 10k premises (~60% offnet) adjacent to UFB;
decision in H1 FY24with build expected FY25. Further expansion subject to business
casing and regulatory and policy settings
▪Other opportunities: exploring digital infrastructure options
26
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
FY20FY21FY22FY23
Orders (lots)Completed
New Property Pipeline
21 August 2023
FY23 RESULTS
27
Becoming an all-fibredigital infrastructure company
Chorus UFB area
▪35k copper voice lines
▪55k copper broadband lines
Local fibreco. area
▪14k copper voice lines
▪20k copper broadband lines
Non-fibrearea
▪23k copper voice lines
▪90k copper broadband lines
▪FY23: 544 cabinets closed
and~30k consumer notices
▪FY24 target:750+ cabinets
closed,30k+ consumer notices,
88% broadband retention rate
▪targeted copper withdrawal where
remaining connections are
uneconomic
▪first trial notices issued
▪Chorus market share <50%
▪<50% of remaining connections
are TSO qualifying
▪testing satellite options
▪regulatory review 2025
Retired by
end 2026
Retired by
early 2030s
21 August 2023
FY23 RESULTS
28
Significant sustainability gains in FY23
50,000
55,000
60,000
65,000
70,000
75,000
80,000
85,000
90,000
95,000
100,000
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
FY21FY22FY23
Data vs Electricity usage
Copper data usage (PB)Fibre data usage (PB)
Electricity usage (MwH)
▪Copper shut down is beginning to drive electricity reduction
(target: 25% reduction by 2030)
▪Record data traffic (7,400 petabytes) with 91% carried more
energy efficiently by fibre
Questions?
21 August 2023
21 August 2023
FY23 RESULTS
Fibre plan -consumerCurrent wholesale price Price from 1 Oct 2023Notes
Voice line$27.45$29.11
Home starter 50/10Mbps$35$35
Applies where retail price is $60. Price
reduced to $35 from 1 Feb 2022
50/10Mbps$47.28$50.43
100/20Mbps
300/100Mbps
$50.50$53.54
100Mbps is anchor service. 300Mbps
plan introduced late 2021.
1Gbps $58$61.86
Hyperfibre2Gbps$70$70
Hyperfibre4Gbps$85$85
Hyperfibre8Gbps$110$110
Copper pricingCurrent wholesale price Price before 16 Dec 2022 Notes
Copper line$36.17$33.73
Annual CPI adjustment mid-
December 2023
Copper broadband$48.35$45.09
30
Appendix A: Pricing and market data
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
30-Jun-2230-Sep-2231-Dec-2231-Mar-2330-Jun-23
21 August 2023
30 June
2022
30 Sept
2022
31 Dec
2022
31 March
2023
30 June
2023
Unbundled copper
(no broadband)
1,0001,000not
material
not
material
not
material
Baseband copper
(no broadband)
102,00094,00085,00080,00072,000
Copper ADSL
(includes naked)
122,000112,000102,00094,00084,000
VDSL
(includes naked)
118,000109,000100,00092,00083,000
Fibre broadband
(GPON)
949,000969,000986,0001,002,0001,021,000
Data services
(copper)
2,0001,0001,0001,0001,000
Fibre premium
(P2P)
10,00011,00011,00010,00010,000
Total connections
1,304,0001,297,0001,285,0001,279,0001,271,000
Fibre (GPON)
VDSL
Copper ADSL
Baseband copper
Fibre comprises 81% of Chorus connections
>1,188,000 broadband connections comprises:
▪1,021,000 fibre (GPON) connections
▪167,000 VDSL/ADSL (copper) connections
Business premium
Note: ~2,000 partly subsidisededucation connections are excluded from this data
31
FY23 RESULTS
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2,000,000
NZ broadband market –by retailer
SparkOne2degrees (incl Vocus)Mercury (incl Trustpower)ContactOthers
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
1,600,000
1,800,000
2,000,000
NZ broadband market –by technology
Chorus xDSLChorus mass market fibreChorus premium fibre
Local fibre companies (UFB)Other fibre networksOne cable
Fixed (mobile) wirelessLegacy fixed wireless, satellite
Source: IDC
FY23 RESULTS
21 August 202332
21 August 2023
FY23 RESULTS
33
Appendix B: Sustainability
See also https://company.chorus.co.nz/sustainability
▪copper faults continue to fall in Chorus fibre areas as we withdraw copper services
▪non-fibre areas (~13% of population) make up the majority of copper network faults and reactive costs
▪H2 FY23 copper reactive fault spend included Cyclone Gabrielle costs
21 August 2023
0
5,000
10,000
15,000
20,000
25,000
Chorus UFBLFC UFBRoNZ (non-
UFB)
Copper –fault volumes by area
H1 FY22
H2 FY22
H1 FY23
H2 FY23
0
2
4
6
8
10
12
Chorus UFB LFC UFB Rest of NZ (non
UFB)
Copper -reactive fault spend
by area
Note:
▪reactive maintenance excludesspend on proactive maintenance and customer networks (i.e. premises wiring, no fault found, cancellations)
$m
# of
faults
FY23 RESULTS
Maintenance trends
34
Appendix C: Additional financial information
21 August 2023
Sustaining vs non-sustaining
capex
>sustaining network capex is investment to maintain,
replace or improve an existing copper or fibre asset
>$207m of FY23 capex was sustaining vs $247m non-
sustaining
>fibre sustaining capex is expected to increase over time
as the asset ages
**Relates to provisioning, systems and service desk costs
35
Non-sustaining capexFY23 $mFY22 $m
UFB communal577
Fibre installations142166
Greenfield growth* and product
development
7459
Footprint expansion*1115
Customer retention (incentives)1514
Subtotal247331
Coppercapex: sustainingFY23 $mFY22 $m
Network sustain2027
Copperconnections11
Copper layer213
Customer retention costs**47
Subtotal2638
Commoncapex: sustainingFY23 $mFY22 $m
Informationtechnology4432
Building& engineering services2219
Subtotal6651
Fibrecapex: sustainingFY23 $mFY22 $m
Layer 25129
Fibre products & systems67
Network sustain1213
Other fibre3110
Customer retention costs**1513
Subtotal11572
*majority funded by third party contributions
FY23 RESULTS
>Below are examples of RAB and non-RAB investment being evaluated for 10-year planning:
▪dollar ranges are indicative only and reflect a 10-year total in 2023 dollars
▪opportunities to invest in discretionary long-term growth capex could range up to ~$300 million per annum, subject
to consumer demand (e.g. installations and greenfields), business casing and regulatory settings/approvals
Indicative long-term investment opportunities
Non-RAB investment
(assessed on a risk-adjusted
return basis vs other capital
allocation/investment options)
New products
Edge Centre
Regional backhaul
Other
RAB investment opportunities
XGS-PON electronics (1):
migration to multi-gigabit capability
Fibre installations:
connect fibre to premises
Rural fibre(3):
fibre up to 90% population
Sustainability:
(e.g. solar power options)
Greenfields (2):
communal fibre to new premises
Smart locations:
non-building installations (e.g.CCTV)
Network resilience:
enhance network robustness
Rural fibre electronics:
lifecycle update for RBI* network
36
KEY:Small: <$100m Medium: $100m to $400m Large: $400m+
S
M
L
L
L
L
M
L
M
S
S
SUSTAINING CAPEX –NEW PROJECTS
DISCRETIONARY GROWTH CAPEX
1.Limited XGS-PON investment in RP1. Broader rollout as technology matures.
2.Greenfields investment is gross amount including customer contributions.
3.Communal rollout cost only.
M
S
_
*RBI is Rural Broadband Initiative
FY23 RESULTS
21 August 2023
21 August 2023
FY23 RESULTS
37
Hedging profile
Bond
Amount
(NZ$m)Current hedge profileForward looking profile
Fixed hedging
movements 1HY24 ($m)
EMTN 2023328100% Fixed at 5.15%Matures Oct 23-350
EMTN 2026514100% Fixed at 3.39%Fixed for life of bond
NZD 2027200100% Fixed at 1.98%Fixed for life of bond
NZD 2028500100% Fixed at 4.35%
Coupon to be reset in Dec 23, will be 100%
fixed from this date at a margin of 1.8% over
4.41%500
EMTN 2029820
Swapped to a margin over floating
(BKBM) through cross currency
interest rate swaps
Will be ~50% fixed at margin of 2.2% over
4.1% from Dec 23400
NZD 2030200
Swapped to a margin over floating
(BKBM) through receiver interest
rate swaps
Will be 100% fixed at margin of 1.7% over
0.8% from Oct 23200
Total750
RAB movements for 2022 ID year
Table that shows starting RAB (split Core vs FLA?) and a waterfall for movements in period (e.g.
final RAB, depreciation, new assets (net of contrib?), CPI = end of 2022 RAB
ComponentCore RAB
$m (nominal)
Financial Loss
Asset (FLA)
$m (nominal)
Notes
Opening RAB (1 January 2022)4,0321,416
October 2022 final RAB decision total of $5,413m (core $3,997m and FLA
$1,416m) updated for 2022 allocation factors.
lessDepreciation(277)(234)
FLA depreciation is diminishing value and the core RAB is straight-line.
Assets start depreciating the regulatory year after commissioning.
plusRevaluations287102
7.22% actual inflation in the December quarter versus forecast 1.8% used in
the initial 2022 MAR. The ID RAB rolls forward into RP2 and will be reflected
in the RP2 MAR.
plusAssets commissioned356
Amount is net of $52m capital contributions
plusAdjustment resulting from
asset allocation
28
An upwards adjustment reflects a greater proportion of shared assets being
attributable to fibre (due to differences in allocations drivers such as
revenues and connections) than was forecast for the opening RAB in 2023.
Total closing RAB value
(31 Dec 2022)
4,4261,284
NOTE:
1. RAB movements do not affect the RP1 MAR. The ID RAB closing value will be the basis of the opening RAB for RP2.
2. RAB movement calculations are subject to Commerce Commission review and approval.
38
Closing RAB of $5,710m
Appendix D: Additional regulatory information
FY23 RESULTS
21 August 2023
2022 MAR wash-up balance of $46.8m
39
DescriptionRevenue
$m (nominal)
Wash-up
$m (nominal)
Notes
Building blocks revenue
Pass-through costs
Forecast total allowable revenue 2022
676.1
14.2
690.2
2022 MAR was set on the basis of 2021 forecasts.
Less 2022 FFLAS revenue received(667.2)23.0
Chorus under-earnt initial MAR allowance by $23m.
PlusInitial RAB true-up8.5
MAR adjustment to reflect increased allocation of shared
assets in the final RAB decision: expect ~$30m smoothed
across RP1.
PlusPass-through costs 1.5
Actual pass-through cost of $15.7m versus forecast $14.2m.
PlusCrown financing benefit 0.1
Reflects lower Crown financing balance than forecast.
PlusCost allocators13.7
Previously forecast cost inputs (e.g. totex, connections and
data traffic) have been updated for actuals in the period.
Total wash-up balance for 202246.8
The wash-up balance is rolled forward each year using the
post-tax WACC as the time-value of money to preserve NPV
neutrality. The RP1 balance will be added to the RP2 MAR.
Updated total allowable revenue 2022714
NOTE:
1.The regulations omitted a 2022 wash-up for actual CPI. The 2023 and 2024 MAR will be updated for forecast CPI changes as part ofin-period smoothing.
The 2023 MAR used 2.17% forecast CPI and will be updated for 3.37% (June 2022 forecast) with actual CPI applied via the wash-up process for RP2.
2.There was no wash-up required for individual capex proposals in 2022.
3.A wash-up for connection capex differences vs forecast will occur at the end of 2024.
4.All wash-up estimates are subject to Commerce Commission review and approval.
FY23 RESULTS
21 August 2023
21 August 2023
FY23 RESULTS
Maximum Allowable Revenue (MAR)
Source: Commerce Commission, price-quality path final decision, 16 Dec 2021
>MAR totals reflect draft starting RAB and allocations in 2021. Changes in
the final RAB announced in October 2022 will be reflected in the next
regulatory period wash-up.
Pass-through costs14.214.515.5
TOTAL$690.2$747.4$789.5
>RP1 post-tax WACC of 4.72% (used 0.51% risk-free rate) would be
7.38%if recalculated at 1 Jan 2023 using recent rates.
>forecast CPI used for revaluations in 2022 was 1.8% vs 7.22% actual in
December quarter. 2023 forecast used 2.2% and 2024 is 2.13%. Higher
revaluation rates during RP1 will be reflected in the opening RAB for RP2.
>regulator only allows ~2% return on funded assets. Crown financing
deduction subject to WACC.
>cost allocations will need to be addressed in RP2 given the increasing
dominance of fibrein Chorus’ business operations.
>reflects an implied 14-year asset life through regulatory process.
>reflects asset life of 14.2 years and tilted annuity depreciation (-13% tilt
rate)
>tax building block commences from ~FY27 and grows to ~$100m
>CPI forecast assumptions were 2.71% in 2022, 2.17% in 2023, 2.04% in
2024. The 2023 and 2024 MAR will be updated for preceding June
forecasts and then for actual CPI as part of the RP2 wash-up process.
Chorus has made a submission to the Commission on the status of the
2022 CPI wash-up.
40
---
Annual Report 2023
01 Chorus Board and management overview
10
Management commentary
20
Financial statements
58
Governance and disclosures
92
Glossary
Mark Cross
Chair
Kate Jorgensen
Chair Audit & Risk Management Committee
FY23 results overview
1 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key
performance indicator and we believe it assists investors in assessing the core operations of our business.
About this report
Our 2023 Annual Report covers the financial year ended 30 June 2023 and includes aspects of our environment, social
and governance (ESG) performance. For additional ESG reporting, including emissions and climate-related information,
please refer to our separate 2023 Sustainability Report available at www.chorus.co.nz/reports.
This report is dated 21 August 2023 and is signed on behalf of the Board of Chorus Limited by Mark Cross, Board Chair, and
Kate Jorgensen, Chair of the Audit & Risk Management Committee.
Share price
FY23FY22
$ 7. 2 2
$8.425
Operating revenue
FY23
$980m
FY22
$965m
EBITDA
1
FY23FY22
$675m
$672m
Dividend
FY23FY22
35cps
42.5cps
Net profit after tax
FY23FY22
$64m
$25m
Annual Report 20231
Dear investors
On behalf of your Board, I’m pleased to report
that Chorus has delivered another strong
financial result in a year of operating challenges
and change.
Over a period of economic volatility, inflationary pressures
and uncertainty, Chorus continued to prove its resilience
as an essential utility provider. As the recent pandemic
and extreme weather events have shown, Kiwi homes
and businesses are more reliant than ever on our fast and
reliable broadband connections to live, learn, work and play.
We’ve announced a final unimputed dividend for the year
of 25.5 cents per share, bringing total dividends for FY23
to 42.5 cents per share. The dividend reinvestment plan
remains paused.
This is my first annual report as Chair after six years on
the Board as a director. I’m excited to be part of Chorus’
transition from a successful era of building one of the world’s
most advanced fixed broadband networks to now operating
as a digital infrastructure company that can power
New Zealand’s digital future.
Strategy and Core Beliefs
I think it’s important for shareholders to understand what
our beliefs as a board are for your company. These beliefs
underpin Chorus’ three strategic pillars: to win in core fibre, to
optimise the non-fibre asset base and to grow new revenues.
• Empowering our people: One of the best investments we
can make is in having the right people, empowered and
appropriately incentivised. Our aspiration is for Chorus to be
a diverse and inclusive employer of choice.
•
Fibre is future-proofed: We believe fibre is the most effective
technology choice for the vast majority of New Zealanders
because it provides a dedicated connection that delivers
fast and extremely reliable connectivity. While alternative
technologies have a place in the market, fibre has a clear and
easily scalable upgrade path to meet the expected growth in
consumer needs far into the future.
•
Connections, connections, connections: Chorus’ long-
term value is inextricably linked to fibre connections. Now
that we’ve built a world-class network, in partnership with
government, the greatest benefit to the country is to harness
its potential. We’ve begun retiring the copper network in
our urban fibre areas and this will drive fibre uptake even
higher. Consumers value fibre above other technologies as a
high-quality dependable service and we’re willing to invest in
connecting more addresses and devices (e.g. traffic cameras)
where the acquisition cost is justified by the long-term value
of that connection.
•
M
anaged exit from copper: Our copper network is nearing
the end of its technological life and alternative technologies
will be needed beyond the reach of fibre. Our focus is on
managing our copper costs down while deploying fibre
to the maximum extent and ensuring regulation supports
consumers to get the best possible services.
•
Be an active wholesaler:
As an open access wholesaler
we treat all our retailer customers equally. Yet, our largest
customers are also our network competitors and have
direct consumer relationships where we don’t. This means
we need to be an active wholesaler, promoting our network
services and ensuring that the regulatory regime supports
a level playing field between network providers and keeps
consumers fully informed.
• Promote digital equity: We’re the provider of an essential
utility service that enables New Zealanders to access
an increasingly digitised world. This means Chorus
can and should play its part in improving digital equity.
Because we’re a wholesale only provider, this requires a
collaborative effort with government agencies and retail
service providers.
•
P
rioritise long-term value: Capital allocation is one
of our most important responsibilities. We’re making
investment decisions for long-term value, not short-term
profit. We’ll prioritise the efficient allocation of capital
that grows shareholder value and supports a growing
sustainable dividend through time. Our assessment of the
necessary level of returns, the impact on consumer pricing,
competitive market conditions, and the parameters of our
dividend policy and debt limits, will guide our approach to
discretionary investment.
•
A
considered approach to new opportunities: We believe
generating non-regulated income streams is important,
but they must pay their way. We would need to have, or
build, the capability to run these businesses well. We’ll
tread carefully and generally steer away from businesses
that our shareholders can invest in directly, unless there
is a compelling adjacency to, and synergies with, our
core business.
•
An appropriate capital structure: We’re committed to
maintaining a capital structure reflective of a utility
business. At the heart of this is the maintenance of an
investment-grade credit rating (BBB or equivalent) and
financial policies that support this. We’ve begun turning
our minds to the first tranche of Crown funding that will be
due in mid-2025.
Reshaping Chorus for its next phase
We’ve spoken in the past about the transition from a fibre
rollout organisation to one that is focused more on operating
that network. With the UFB rollout finished and the new
regulatory regime for fibre established, Chorus is entering
this new phase of its evolution.
In May, we announced the beginning of changes to our
operating model to better execute our strategy, reflect the
new regulatory framework and respond to a changing market
environment. That environment includes the progressive
withdrawal of our copper network, the emergence of new
technologies and changing consumer needs.
Annual Report 20232
This new operating model includes the introduction of three
end-to-end value streams that are aligned to the core focus
areas of our strategy: win in fibre, grow new revenues and
optimise non-fibre assets. New capabilities, tools and ways
of working are also being introduced so our people can
deliver key initiatives with better focus and prioritisation, and
ultimately provide improved consumer outcomes.
This is a
significant change from our historical operating model that
had been built around delivering a 12-year fibre rollout and
the mass uptake of fibre.
Unfortunately, it has meant the disestablishment of some
executive roles.I would like to acknowledge Andrew Carroll
(GM Customer & Network Operations) and Ed Hyde (Chief
Customer Officer) for the significant contributions they made
to Chorus. Andrew was a member of the leadership team
since Chorus was listed and helped us navigate a number of
significant challenges over many years. Ed was instrumental in
developing our fibre proposition for consumers and ultimately
reaching our target of one million connections in FY23.
Governance
Two directors, Jack Matthews and Kate Jorgensen, are
scheduled to be up for re-election at this year’s annual
shareholders meeting, with no retirements. We’ve had two
director changes during the year, with the retirement of
Patrick Strange as Chair and the subsequent appointment of
Will Irving as a director. Will has been an excellent addition to
the Board, bringing a combination of regulatory, technology
and operational telco experience from his roles at Telstra and
the National Broadband Network in Australia.
I’d like to acknowledge Patrick for his leadership over a long
period at Chorus and for the smooth handover to me. I extend
that appreciation to my fellow Board members for their support
to me in the Chair role and their valuable contributions.
As directors we’re energised by the goals we have set for
the company. I believe the Board has the right blend of
experience and diversity in the broadest sense to drive the
strategy of the company, and to support and challenge
our management.
Becoming an all‑fibre digital infrastructure
company
We've provided dividend guidance of 47.5 cents per share,
unimputed, for FY24. There is approximately $11 million
remaining to be returned to shareholders through the $150
million share buyback programme. To date, more than 17
million shares have been bought back.
In April, we were pleased to see UniSuper receive government
approval to increase its shareholding in Chorus up to 20%,
should it choose to do so. We see this as a positive
e
ndorsement both of Chorus’ strategy and growing
investor recognition of our value as a provider of essential
di
gital infrastructure.
The global boom in fibre rollouts gives us great confidence
that we’ve invested in the right infrastructure for the future.
Recent OECD data shows fibre already accounting for 38%
of all fixed broadband subscriptions at the end of 2022,
surpassing cable on 32% and copper broadband on 24%.
This shift to fibre, and the emergence of alternative wireless
and satellite broadband networks in rural areas, has started
the countdown on the usefulness of copper networks.
Norway and Sweden, for example, are well advanced in the
retirement of copper. We expect this to occur here in the
next decade and we believe fibre should be extended further
to help bridge the digital divide between urban and rural
communities. We’re exploring how we could play a part with
the right investment incentives.
At the same time, we’re enhancing our existing fibre footprint
with upgrades to multi-gigabit Hyperfibre capability. We
know we’re on the right path when Singapore’s latest Digital
Connectivity Blueprint calls for seamless 10Gbps connectivity
to be enabled within the next five years. The trends all point
to exponential data growth in the coming years and the rapid
rise of artificial intelligence services in the past year shows just
how fast and far-reaching changes in our industry can be.
I’d like to thank our chief executive JB Rousselot, our
executive team and the wider Chorus team for their
outstanding efforts over the past year, particularly the way
they dealt with significant operating challenges, including
Cyclone Gabrielle and the ongoing technician shortages.
Finally, I would like to thank you, our shareholders, for
your continued support of Chorus and we look forward to
updating you at our annual meeting in November.
.
Mark Cross
Chair
Annual Report 20233
Operating highlights
FY22FY23
Fixed line connections
2
1,304,0001,271,000
Broadband connections
2
1,189,0001,188,000
Data traffic
7,140 petabytes7,402 petabytes
Employee engagement
score
3
8.5 out of 108.7 out of 10
The completion of the government backed ultra-fast
broadband (UFB) rollout provided the foundation for another
strong financial performance, despite workforce constraints
and extreme weather events bringing new operational
challenges. Fibre connections continued to grow and were
up 72,000 in the year. The migration of consumers to fibre
and alternative networks saw copper connections reduce
by 105,000. Overall, total fixed line connections reduced by
33,000 compared to 36,000 in the prior year.
The increase in fibre connections and ongoing growth in
the uptake of high-speed fibre plans, together with inflation-
linked price changes, underpinned underlying revenue
growth from $959 million to $981 million.
Despite inflationary pressure on various cost lines, underlying
operating expenses were held flat at $299 million.
These operating results produced underlying FY23 EBITDA
of $682 million, a $22 million increase on underlying FY22
EBITDA of $660 million
4
. This was within our updated half
year EBITDA guidance range of $675 million to $690 million
that had excluded allowance for flood and cyclone-related
impacts. Reported EBITDA was $672 million when including
$10 million of one-off costs for the extreme weather events
and operating model changes.
Net profit after tax (NPAT) was $25 million, down from
$64 million in FY22. This reflects the effects of increasing
interest rates, and higher depreciation as we progress the
shutdown of our copper network in fibre areas.
Capital expenditure reduced to $454 million, down from
$492 million in FY22. This was slightly above our guidance of
$410 million to $450 million and reflects a record year of work
completed for new property developments. Our borrowings
at the end of FY23 were 4.39 times net debt to EBITDA and
well within our business tolerance level of 4.75 times.
1.1 Winning in our core fibre business
FY22FY23
Fibre connections
959,0001,031,000
Fibre uptake (UFB areas) 69%73%
Average data usage (June)
567GB585GB
Customer satisfaction –
fault restoration
8.2 out of 107.8 out of 10
(target 8.2)
Customer satisfaction –
intact provisioning
7.3 out of 107.3 out of 10
(target 7.6)
We reached a significant milestone in December when we
connected the last community, Opononi in the Northland
region, to fibre under our 11-year public-private partnership
with the government. By the end of June, fibre uptake had
reached 73% in the completed UFB rollout areas, up from
69% in FY22.
Across our wider fibre network (i.e. including fibre
deployment outside the original UFB rollout footprint), fibre
connections grew to 1,031,000. This surpassed our long-held
target of one million connections by December 2022.
About 250,000, or 24%, of our mass market connections are
on speeds of 1 gigabit per second (Gbps) or Hyperfibre
(2, 4 or 8 Gbps) plans. About 620,000, or 67%, of residential
connections are on our popular 300Mbps plan.
Our entry level 50 megabits per second (Mbps) Home Fibre
Starter plan, intended for price conscious consumers with
basic broadband needs, grew strongly to number 16,000
connections by the end of FY23. We were pleased to see
some large retailers begin offering the plan at $50, compared
to the $60 retail price required to attract the $35 wholesale
line fee.
Workforce challenges
Like many industries, one of the unforeseen challenges
we had to grapple with in FY23 was a shortage of skilled
workers. Visa changes for migrant workers meant many of
the technicians who carried us through the pandemic either
took the opportunity to reconnect with family and friends
overseas, or moved to other local industries. Strong global
competition for fibre technicians was another contributor.
This saw a workforce gap of about 380 technicians emerge
in the first half of FY23. Although our recruitment and
training initiatives had largely bridged this gap by the end of
FY23, the workforce constraints we experienced through the
year meant we weren’t able to meet consumer demand for
installations. This shortage was compounded by the need
to prioritise fault restoration work in the wake of Cyclone
Gabrielle. In the second half of FY23, for example, we had
more than 60 days in which field activity was subject to force
majeure conditions.
1.0
2 Excludes partly subsidised education connections provided as part of Chorus’ COVID-19 response.
3 Based on the average response to four key engagement questions.
4
R
efer to page 13 of the FY23 investor presentation for the detailed reconciliation to EBITDA.
Annual Report 20234
These workforce challenges had a negative effect on our
customer experience measures. Our fibre fault restoration
score dropped from 8.2 last year to 7.8 in June (rolling three-
month average). This reflected the increase in the length of
time taken to resolve faults. Improvements have been made
that should support better outcomes in FY24. For example,
we’ve reconfigured systems and processes through the
industry so consumers can be given a four-hour timeslot for
a technician visit. This is a big step forward from our long-
standing practice of providing the consumer with a date and
no indication of time.
Consumer satisfaction for intact connections, where
consumers are seeking to activate a fibre service in premises
where a fibre socket is already installed, was steady at 7.3
year on year. Workforce constraints and weather events
delayed some planned improvements. Retailer automation
initiatives and improvements to our network records are
expected to support better outcomes in FY24.
Data demand and future-proof fibre
When we began building our fibre network just over a
decade ago, average data usage was 13 gigabytes a month.
Today, the average on our fibre connections is 585GB and
almost 15% of consumers are using 1,000GB a month. In
the United States; AT&T estimates their monthly average will
grow from 900GB to 4,600GB by 2025.
What’s going to make people consume so much data?
Think back to the rapid rise of streaming services we’ve seen
in the last five years. These services now drive 45% of traffic
on our network.
As 4K quality content becomes more common, bandwidth
demand is expected to grow exponentially. If all current
streaming usage was in 4K quality, for example, monthly
usage would double to about 1,200GB a month. For now,
we’re lagging other countries when it comes to the broadcast
of mainstream sports in 4K. Sports events drive substantial
peak time usage and are still largely delivered in Aotearoa via
satellite or terrestrial broadcast. If all TV broadcast content
was delivered online, monthly usage would be in the order
of 2,000GB.
We’ve already had an indication of this kind of effect with
the online gaming phenomenon Fortnite regularly setting
data traffic records on our network. Imagine how this could
snowball as video and latency requirements grow in tandem.
We’re starting to see examples of augmented reality (AR) and
virtual reality (VR) services being adopted by consumers. The
recent pandemic spurred gym providers to develop VR body
combat training options that you can do in your living room,
while music fans can now join some of their favourite bands
on-stage.
Apple has now joined Meta in developing the glasses
technology that is critical to the user experience. The
‘metaverse’ promises virtual 3D worlds where high-quality
video will be mixed with AR and VR. Fortnite provides an
insight into how this could evolve, with friends meeting
online in Fortnite ‘world’ to play games together and attend
one-off events like concerts.
For Chorus’ part, these emerging digital applications and
services are going to need varying combinations of high
bandwidth or speed, low latency and rock-solid reliability and
consistency. With 99.999% reliability and latency below five
milliseconds, fibre is considered the leading technology to
enable this ultra-digital future.
We’re already investing in this future by upgrading to 8Gbps
capability. For fibre, this can be achieved by changing the
electronics on either end of the fibre cable to a home or
business. We’ve also trialled the simultaneous delivery of
25Gbps services on the same cable. Beyond 2030, the World
Broadband Association is suggesting networks will need to
plan for residential speeds of up to 50Gbps and enterprise
speeds of up to 3.2Tbps.
1,000
1,500
2.000
0
500
2,500
Gigabytes
Data usage (GB) per month
Monthly fibre data
usage today
All TV streamed
in 4K
All streaming
in 4K
4K streaming would use about 8GB per hour, versus 2GB per hour for Full High Definition
or 1GB per hour for High Definition content.
Fig ure 1:
4K effect on data demand
Annual Report 20235
0
100
200
300
400
500
700
600
DownstreamUpstream (shown from June 2020 onwards)
Average monthly usage (gigabytes)
Jun-23Dec-22Jun-22Dec-21Jun-21Dec-20Jun-20Dec-19Jun-19Dec-18Jun-18
Figure 2:
Monthly average data usage for fibre grew from 567GB to 585GB across FY23 and is almost back at peak levels seen during
the COVID pandemic lockdowns.
Fibre proves its resilience
Flooding events and cyclones caused substantial damage
to North Island infrastructure and homes in early 2023.
At its peak, about 55,000 Chorus fixed line connections
were affected by the widespread loss of electricity and
network damage in the immediate aftermath of Cyclone
Gabrielle. This was the largest weather event to affect our
network. Five regional fibre routes were damaged by bridge
washouts, or road slips, and we used helicopters to lay
about five kilometres of temporary fibre cable so we could
restore services.
Although the EBITDA impact of these events was
$7 million, the events proved the benefits of the substantial
investment we’ve made in fibre. Cyclone Gabrielle’s effects
saw copper network customers up to 10 times more likely
to lose service than those on fibre and fibre services were
able to be restored twice as fast as those on copper. This is
because the copper network relies on powered equipment
in suburban streets to transmit signals, whereas fibre is a
passive network with data transmitted via light. The copper
network is therefore much more susceptible to water and
lightning damage.
There are lessons to be learnt from Cyclone Gabrielle and
we’ve contributed to a telecommunications industry plan,
led by the New Zealand Telecommunications Forum, to
identify opportunities for enhanced network resilience and
collaboration with government.
We have an ongoing programme of network resilience
projects, including regional backhaul deployments
supported by government.
Our asset management plans are also being shaped by
the detailed assessment of flooding and sea level rise risks
we’ve undertaken as part of our physical climate change
risk analysis. For more information see the Appendix in
our Sustainability Report. Consistent with this assessment,
no significant exchange buildings were affected by the
extreme weather events.
Earthquakes remain the primary focus for our resiliency
planning and we have an ongoing programme to strengthen
critical network sites. Seismologists are taking advantage of
our new West Coast fibre route to analyse the South Island’s
Alpine Fault by using the network itself as a sensor. This study
will provide valuable information to local communities and
organisations so they can be better prepared.
Damage to the regional fibre route on the bridge crossing the Hikuwai
River, north of Gisborne, required 800 metres of fibre to be overlaid.
Annual Report 20236
1.2 Growing new revenues
FY23
Smart locations: +19%
Data centre connectivity: 7 sites
Direct fibre connections: +3%
We made good progress in our push to grow new revenues.
Our PowerSense service, launched in FY22, proved its
value through the extreme weather events in early 2023.
The service collects ‘last gasp’ signals from fibre terminals
to identify when a premises loses electricity. This gave
electricity lines companies real-time visibility of the weather’s
impact on their networks and helped support their own
restoration efforts.
Direct, or dark, fibre connections continue to increase
and now number more than 6,000 connections. Backhaul
connections grew after we revised our Relay Connect
offering for urban centres and our Data Centre Connect
product now covers seven sites. Work is underway to double
the number of Edge Centre racks available in our Auckland
exchange and we’ve already received pre-orders for almost
a third of this additional capacity.
Smart locations are another opportunity to increase
utilisation of our network. We already have several thousand
connections to non-building locations, such as traffic
cameras, digital billboards and electric charging stations.
This category grew by 19% in the year and demand for
Internet of Things (IoT) connectivity is expected to flourish
as smart city and utility requirements expand.
1.3 Optimising our non‑fibre assets
FY22FY23
345,000 copper
connections remaining
240,000 copper
connections remaining
10,100 withdrawal notices30,000 withdrawal notices
(cumulative)
130 broadband cabinets
closed
544 broadband cabinets
closed (cumulative)
14 properties and surplus
leases exited
8 properties and surplus
leases exited
With the UFB rollout completed, we’ve stepped up our
efforts to optimise our copper network in areas where fibre is
available to consumers.
In March 2023, we announced we were stopping the sale of
new copper broadband services in both Chorus and local
fibre company areas. This was extended to copper baseband
voice services from June 2023. Some exceptions remain for
services transferred between broadband retailers, or where a
fibre connection isn’t immediately available.
In Chorus’ fibre areas we provided about 20,000 more
consumers with at least six months’ notice, as required by
the Copper Withdrawal Code, that we were ending copper
services to their address. This enabled us to close another
414 broadband cabinets during the year.
By the end of FY23 we had about 240,000 connections
remaining on our copper network. This was down from
345,000 at the end of FY22. Of these connections,
approximately 115,000 are in areas where fibre isn’t
available. About half of those premises have a historical
Telecommunications Service Obligation (TSO) that requires
us, along with Spark, to maintain telephone services. The
TSO Deed recognises that additional funding may be sought
from government for commercially non-viable customers.
The reality is that copper broadband is increasingly unsuited
to consumers’ growing bandwidth needs. Consumers are
already voting with their feet and paying higher fees to
satellite or government-subsidised fixed wireless providers
for improved services. Mobile network operators are also
partnering with low-earth-orbit satellite providers with a view
to delivering mobile services well beyond current cellsite
coverage. Clearly, the TSO for copper is fast approaching its
use by date.
Annual Report 20237
1.4 Developing our long‑term future
FY22FY23
Electricity
(gigawatt hours)
817 7.4
Emissions (Scope 1 & 2)13,95710,661
Waste in tonnes
(% recycled)
287 (63%)368 (90%)
Gender diversity
(all Chorus)
41%F / 59%M42%F / 58%M
We aim to ‘connect Aotearoa so that we can all live, learn,
work and play’. This means Chorus will invest and innovate to
deliver the best possible connectivity services to help enable
the environmental, economic, and social transformation
ahead. Our focus on Sustainability is guided by our
purpose, by Kaitiakitanga (environmental guardianship) and
Manaakitanga (acts of giving and caring for).
We believe fibre can make a great contribution to reducing
emissions because it can transport large volumes of
data while requiring lower electricity usage than other
technologies such as our copper network. In FY23, we
joined the Climate Leaders Coalition and finalised our
science-based target of a 62% reduction in our Scope 1 and 2
emissions by 2030, from 2020 levels.
A high proportion of renewable electricity generation in
the national grid, together with growing momentum in the
shutdown of our copper network electronics, helped reduce
our emissions by 24% compared to FY22. Electricity usage
was down 5%, even with our network carrying 4% more data
traffic than the year before.
The conclusion of the UFB rollout and reduced fibre
installation activity meant the number of hours worked by
service companies reduced. This in turn contributed to a
reduction in recordable injuries, despite having to manage
Health and Safety risks in the aftermath of extreme weather
events. The total number of recordable injuries for Chorus
and service company people was just eight, down from 17 in
FY22, and these were minor strains, sprains and lacerations.
Every person and every whanau (family) should be able to
unlock the full potential of being a digital citizen. The reality
today is that a significant digital divide still exists. We know
that we can’t solve this social issue alone and we continue
to support government agency initiatives focused on digital
equity. We gave close to half a million dollars to organisations
and charities working within their communities to help close
the digital divide.
Our people remain highly engaged. Overall engagement
rose to 8.7 out of ten, up from 8.5 in FY22. This puts us
within the top 10% of the international technology company
sector we benchmark ourselves against. Our Net Promoter
Score increased from 64 to 70, keeping us in the top 5% of
the technology sector. About a third of our people took up
the opportunity to participate in education programmes to
increase awareness of Te Ao and Te Reo Maori during the year.
The Board sets measurable objectives to promote diversity
and inclusion. Women represented 42% of employees in April
2023, up from 41% the year before. The biggest change was
in the people leaders’ population, with women increasing 3%
to represent 39%. This is close to our objective of a 40:40:20
split of people leaders by 2023
5
.
For more detail on our environmental, social
and governance (ESG) performance during FY23
please see our standalone Sustainability Report at
https://company.chorus.co.nz/sustainability
Shifting to a nimbler Chorus
As consumers’ needs evolve, Chorus needs to change
too. Our previous operating model was focused on cost
effectively delivering large, long term, stable programmes
and won’t be as effective in the future as it has been to date.
With the fibre rollout completed and the regulatory
framework now in place, we’re adopting a new operating
structure that will help us streamline the way we respond
to our retailer customers and deliver better consumer
outcomes. This involves changing our vertically integrated
network and product business units to drive greater cross-
functional collaboration.
We’ve created three new teams focused on key ‘value streams’:
•
A
ccess - responsible for our high-volume products and
tasked with maximising fibre uptake
•
Infrastructure – charged with leveraging our network and
assets to grow new revenues
•
Fi
bre Frontier – directing the extension of our fibre coverage
and eventual retirement of our regional copper network
In addition, accountability for strategy, enterprise
performance, customer experience and marketing has been
combined with Finance under an expanded Chief Operating
Officer role. This is led by Mark Aue. He joined us in April and
was previously chief executive of retail service provider and
mobile network operator 2degrees. Other senior executives
will continue to lead our Technology, Network Operations,
People and Culture, Legal, Regulatory and Stakeholder
Engagement functions.
5 40% men, 40% women, 20% of any/either gender.
Annual Report 20238
Market dynamics
We’re focused on continuing to grow uptake of our network
so its socio-economic benefits can help power Aotearoa’s
digital future. Our copper withdrawal programme will keep
driving fibre uptake in our urban areas and we’re continuing
to be an active wholesaler. Our latest New Zealand runs on
fibre advertising campaign showcases some of the ways fibre
is now used by about three million Kiwis. Market data shows
that consumers value fibre’s reliability and speeds.
We’re cognisant that there are shadows over the wider
economy. We see inflationary pressures across our business
through direct labour costs and our service companies.
There are signs too that our housing development pipeline
is slowing from its recent peak. We know consumers face
economic pressures and, although we’re increasing prices on
some fibre plans by inflation from 1 October, we’ll again hold
the wholesale price of our entry level 50Mbps Home Fibre
Starter plan at its current level.
While Commerce Commission reporting shows no other
technology beats fibre for reliability and capability, we
know that the evolution of 5G fixed wireless will bring
more competition from mobile network operators. The
Commission’s oversight of marketing practices will be
integral to ensuring that vertically integrated providers don’t
use their direct consumer relationships to unfairly undermine
the open access fibre regime the government created in
2011.
The gap between network capability and in-home Wi-Fi
performance is another area that requires ongoing focus
from the industry and government. The age and quality of
home Wi-Fi devices is a potential handbrake on consumers
enjoying the full benefits of the investment made in fibre.
While some retailers are providing Wi-Fi 6 capable mesh
devices, the next generation of Wi-Fi 6E devices could enable
peak speeds of 2Gbps by using 6GHz spectrum to provide
greater bandwidth.
Leading tech countries have already taken the step to
release the entire 6GHz band for this purpose, because they
recognise Wi-Fi is critical to the consumer experience and
ongoing technology innovation. However, to date, the New
Zealand government has opted to release only the lower
6GHz band for Wi-Fi and other unlicensed use.
Regulatory framework
We’re now halfway through our first three-year regulatory
period under a utility-style framework for fibre. In May, we
lodged our Information Disclosure reporting for the 2022
calendar year showing the regulated asset base had grown
from $5.4 billion to $5.7 billion and that we under-earned our
allowable revenue by about $47 million.
In October 2023, we’ll submit our proposal for the expenditure
and investment we anticipate for the next four-year regulatory
period from 2025 to 2029. This is a significant undertaking as
we seek to forecast consumer demands and expectations.
As we know from the effect of Netflix and Fortnite on peak-
time bandwidth, it only takes one new application to change
consumer behaviour almost overnight.
That’s why we’ve been surveying consumers as part of our
proposal development and to help evaluate longer-term
opportunities for investment.
Long-term planning about the management of our assets
is also a key consideration. We’re enhancing our asset
management capability and practices to provide a strong
focus on network operation and lifecycle management. At
the same time, the extreme weather events in early 2023 have
given our network planning team some valuable insights into
how we could develop our approach to network resilience.
An opportunity to take fibre further
In December, the Government released its Lifting
Connectivity in Aotearoa New Zealand paper, setting out
their intent to improve digital connectivity over the next
decade. The paper highlights the need to provide enduring
solutions that can meet future growth in demand for
increased speed and capacity.
A report we commissioned from the New Zealand Institute of
Economic Research calculated a $16.5 billion benefit for rural
homes and businesses over the next decade if they had high-
capacity broadband. That equates to a $6,500 annual benefit
to households better able to access broader employment
opportunities and the ability to use online services for
telemedicine, banking and government agencies.
Europe’s ambition is gigabit coverage for all households
by 2030, with some countries targeting 99% population
coverage with fibre. That’s probably too high for New
Zealand given our challenging topography and generally
lower population density, but we believe we could reach at
least 90% of Kiwis with fibre under the right regulatory and
policy settings. That would require an investment in the order
of $500 million to reach 75,000 premises.
We believe it’s time for a broader discussion about the right
mix of private and public investment that can achieve the
government’s goals and close the digital divide for more Kiwis.
JB Rousselot
Chief Executive
Outlook
Annual Report 20239
Our strategic focus
Sustainability is integrated into our business strategy, with three pillars representing
our commitment to improving environmental, social, and governance performance:
Thriving Environment; Sustainable Digital Futures; and Thriving People.
While the three pillars of our Sustainability strategy are enduring, the activities within them will evolve over time
to ensure we continue to be responsive to changing operating environment and the needs of our stakeholders.
Our Sustainability strategy sits alongside our Diversity, Equity and Inclusion Strategy which informs how we develop
strong connections with Māori and builds our understanding of Te Ao Māori.
Annual Report 202310
Annual Report 202311
Management
commentary
12 In summary
13 Revenue commentary
14 Expenditure commentary
17 Capital expenditure commentary
19 Long term capital management
Annual Report 202312
2023
$M
2022
$M
Operating revenue980965
Operating expenses(308)(290)
Earnings before interest, income tax, depreciation and amortisation672675
Depreciation and amortisation(446)(427)
Earnings before interest and income tax226248
Net finance expense(195)(142)
Net earnings before income tax31106
Income tax expense(6)(42)
Net earnings for the year2564
In summary
1 Partly subsidised education connections are excluded from this data.
We report earnings before interest, income tax, depreciation,
and amortisation (EBITDA) of $672 million for the year
ended 30 June 2023 (FY23), a decrease of $3 million from
FY22 EBITDA of $675 million. When $10 million of costs for
extreme weather events and operating model change are
excluded, underlying EBITDA for FY23 was $682 million.
This was a $22 million increase on underlying FY22 EBITDA
of $660 million.
Revenues increased by $15m to $980 million. This was driven
by an inflation-related price increase to some services in
October 2022 and growing uptake of higher value Hyperfibre
and 1Gbps services. Consumers were provided with $1 million
of credits for disrupted service due to Cyclone Gabrielle.
Operating expenses of $308 million were $18 million greater
than FY22. FY22 included the benefit of a $9 million release
of a holiday pay provision. FY23 costs for extreme weather
events were $6 million and operating model change costs
were $3 million.
Net profit after tax was $25 million compared to $64 million in
FY22. This decrease reflected interest rate rises and increased
depreciation expense due to the accelerated depreciation of
copper cables in areas where fibre is available.
Capex spend was $454 million for FY23. This was a $38 million
decrease from FY22, largely due to the end of the UFB rollout.
We will pay a final unimputed dividend of 25.5 cents per
share on 10 October 2023 resulting in a full-year dividend of
42.5 cents per share.
Connections
2023
Connections
2022
Connections
2021
Fibre broadband (GPON)1,021,000949,000860,000
Fibre premium (P2P)10,00010,00011,000
Copper VDSL83,000118,000157,000
Copper ADSL84,000122,000163,000
Data services over copper1,0002,0002,000
Unbundled copper-1,00010,000
Baseband copper72,000102,000137,000
Total fixed line connections
1
1,271,0001,304,0001,340,000
Management commentary
Annual Report 202313
Revenue commentary
2023
$M
2022
$M
Fibre broadband (GPON)622548
Copper based broadband117153
Fibre premium (P2P)6866
Copper based voice3952
Field services products7071
Value added network services2627
Infrastructure3130
Data services over copper46
Other312
Total revenue980965
Revenue overview
Chorus’ product portfolio encompasses a range of wholesale
broadband, data and voice services across a mix of regulated
and commercial products. Revenues of $980 million
increased by $15 million from $965 million in FY22.
This increase reflects a growing base of fibre connections
and inflation-related price increases.
In our fibre areas broadband connections grew by 22,000,
with total broadband connections nationally remaining
steady at 1,188,000. We ended the year with 1,271,000
fixed line connections, down 33,000 lines compared with a
reduction of 36,000 lines in FY22. Most of this reduction is in
areas where Chorus does not have fibre available.
Fibre broadband (GPON)
Fibre broadband revenues continue to grow as customers
migrate to our fibre network. Fibre broadband connections
grew by 72,000 to 1,021,000, with 91% of residential and
business connections on plans of 300Mbps and above.
Average fibre monthly revenue per user grew from $50.67 to
$53.25 in FY23. This was driven by an inflation related price
increase to some services in October 2022 and uptake of the
higher value 1Gbps service, which is now 24% of our fibre
connection base.
Field services products
Field services revenue remained stable in FY23, decreasing
by $1 million relative to $71 million in FY22. New property
revenues grew from $28 million in FY22 to $33 million in
FY23. This was offset by a reduction in roadworks, installation
and chargeable maintenance activity.
Fibre premium (P2P)
Fibre premium (point to point) revenues increased slightly in
FY23 as demand grew for Direct Fibre Access Service, mobile
access and other backhaul connections.
Value added network services
Value added network services revenue was slightly lower in
FY23 due to reduced demand for legacy backhaul products.
Infrastructure
Demand for new equipment space in exchanges contributed
to a $1 million increase in revenues. This offset the decline in
demand for legacy copper-related space.
Data services over copper
Data services over copper connections continue to decline
as consumers migrate from legacy services to cheaper fibre
based or alternative services.
Other
Other income was lower in FY23 because FY22 included
$9 million of favourable one-off transactions.
Annual Report 202314
Expenditure commentary
Operating expenses
2023
$M
2022
$M
Labour 7664
Network maintenance 6059
Information technology 4250
Other network costs 3729
Rent, rates and property maintenance 2628
Electricity 1917
Advertising 1311
Provisioning11
Insurance54
Consultants98
Regulatory levies99
Other1110
Total operating expenses308290
Total operating expenses of $308 million in FY23 increased by
$18 million compared to $290 million in FY22. This difference
largely reflects a $6m impact from extreme weather events in
FY23, $3 million of operating model change costs and a $9m
holiday pay provision recognised in FY22.
Labour
Labour costs increased by $12 million in FY23 from $64 million
in FY22. FY22 included a one-off benefit of $9 million after a
judicial ruling on the interpretation on the Holidays Act.
At 30 June 2023, we had 846 permanent and fixed term
employees representing a 6% increase from 799 employees
at 30 June 2022. The increase largely reflects additional
resourcing to support the implementation of the new
fibre regulatory framework and IT contractors becoming
full
-time employees.
We capitalise labour costs and the associated overheads in
relation to build and connection activity.
Network maintenance
Network maintenance costs increased by $1 million from
FY22. FY23 includes $3 million of expenditure in relation to
extreme weather events. Overall fault volumes continued to
trend down as customers migrate to the fibre network, while
average fault costs increased with changes in mix to more
expensive faults and inflationary cost increases.
Information technology
Information technology costs were $42 million, down
$8 million compared to FY22. This largely reflects the release
of a software provision initially recognised in FY22 and
savings from migration off legacy systems.
Other network costs
Other network costs were $8 million higher than FY22.
This was due to costs for extreme weather events and
network and property optimisation costs as we exit copper
assets. Other network costs include costs associated with
service partner contracts, fibre access from third parties,
roadworks and other network relocation projects, fibre order
cancellations, network spares, and network and property
optimisation costs.
Electricity
Electricity costs were up $2 million in FY23 from $17 million
in FY22.
Rent, rates and property maintenance
Extreme weather event costs of $1m were incurred for
property maintenance.
Advertising
Advertising costs were $13 million in FY23, up from $11 million
in FY22 when COVID-19 reduced in-market activity.
Annual Report 202315
Depreciation and amortisation expense
2023
$M
2022
$M
Estimated useful
life (years)
Weighted average
useful life (years)
Depreciation
Fibre cables
12812220–3020
Ducts, poles and manholes646120–5049
Copper cables766110–2522
Cabinets18225–2019
Network electronics67622–2510
Right of use assets13154–5028
Other14154–2515
Buildings445050
Less: Crown funding(29)(27)
Total depreciation355335
Amortisation expense
Software
61622-104
Customer retention30301-44
Total amortisation expense9192
Total depreciation and amortisation expense446427
During FY23, $454 million of expenditure on network assets
and software was capitalised. The ‘UFB communal’ and
‘Fibre connections and fibre layer 2’ included in ‘fibre’ capital
expenditure was largely capitalised against the network
assets categories of fibre cables (30%) and ducts, poles
and manholes (26%). The average depreciation rate for UFB
communal infrastructure spend is based on an estimated life
of 41 years, reflecting the very high proportion of long-life
assets constructed.
With the commencement of Chorus’ copper withdrawal
programme, Chorus has revised the depreciation profile for
copper assets in areas where fibre is available. Depreciation
of copper cables is accelerated so those in Chorus UFB areas
will be fully depreciated by June 2025, and those in local
fibre company areas by June 2026. Depreciation of copper
related ducts in local fibre company areas is accelerated from
FY24 so they will be fully depreciated by June 2026.
Software and other intangibles largely consist of the software
components of billing, provisioning and operational systems,
including spend on Spark owned systems.
Chorus expects that incremental costs incurred in
acquiring new contracts with new and existing customers
are recoverable. These costs are capitalised as customer
retention assets and amortised against revenue or within
amortisation expense, depending on their nature. In the
period to 30 June 2023, $30 million was recognised to
amortisation expense.
The offset of Crown funding against depreciation
will continue to amortise as a credit to the associated
depreciation expense.
The weighted average useful life represents the useful life in
each category weighted by the net book value of the assets.
Annual Report 202316
Finance income and expense
(Income)/expense
2023
$M
2022
$M
Finance income(4)–
Finance expense
Interest on syndicated bank facility
2 6
Interest on Euro Medium Term Notes (EMTN)93 51
Interest on fixed rate NZD bonds32 32
Other interest expense35 23
Capitalised interest(1)(2)
Interest costs161 110
Ineffective portion of changes in fair value of cash flow hedges(7)(7)
Total finance expenses excluding securities (notional) interest154103
CIP securities (notional) interest4539
Total finance expense199142
Finance expense increased by $57 million from FY22 due to
increasing interest rates and refinancing activities during FY23.
Interest costs increased by $51 million year on year with the
weighted effective interest rate on debt increasing to 5.40%
from 3.77% in FY22.
EUR 291 million of the 2023 EMTN was repurchased in
September 2022 and a EUR 500 million EMTN, maturing in
2029, was issued. Chorus fully hedges the foreign exchange
exposure on all EMTN with cross-currency interest rate swaps.
Approximately two-thirds of floating interest rate exposure is
hedged using interest rate swaps.
Other interest expense includes lease interest of $11 million
(FY22: $15 million) and amortisation arising from the
difference between fair value and proceeds realised from
interest rate swap resets of $7 million (FY22: $7 million).
Taxation
The FY23 effective tax rate is 19% (FY22: 39%). The decrease
reflects a deferred tax re-assessment in relation to Chorus’
buildings, following the implementation of a revaluation policy.
Excluding the deferred tax re-assessment, the normalised
effective tax rate for FY23 was 51%, higher than the statutory
tax rate of 28% due to permanent differences between tax and
accounting arising from the tax treatment of the CIP securities,
Crown funding for the Rural Broadband Initiative (RBI) and the
West Coast and Southland Network (WCSN).
The interest expense and depreciation credit recognised
in the profit and loss in relation to CIP securities are non-
taxable as confirmed via binding rulings issued by the IRD.
RBI and WCSN assets are funded by non-taxable government
grants and the amortisation of the government grants along
with the accounting depreciation recognised in the profit and
loss are non-taxable and no tax depreciation is claimed on
the assets.
Annual Report 202317
Capital expenditure commentary
2023
$M
2022
$M
Fibre355403
Copper3338
Common6651
Gross capital expenditure454492
2 Layer 2 equipment, such as gigabit capable passive optical network ports, is installed ahead of demand as the UFB footprint expands.
3
E
xcluding layer 2 and backbone costs for multi dwelling units and rights of way and including standard installations and some non-standard
single dwellings and service desk costs.
Gross capital expenditure for FY23 was $454 million, down
$38 million from FY22. Fibre spend decreased $48 million
largely due to the completion of the UFB rollout. Copper
related expenditure reduced by $5 million from FY22 as
copper connections continue to reduce. Crown funding of
$39 million was recognised for the UFB rollout and $2 million
for the WCSN build.
Fibre capital expenditure
2023
$M
2022
$M
UFB communal577
Fibre installations and fibre layer 2
2
193195
Fibre products and systems1012
Other fibre and growth10579
Network sustain1213
Customer retention costs3027
Total fibre capital expenditure355403
UFB communal network spend was $5 million in FY23, down
from $77 million in FY22.
Fibre installations and layer 2 expenditure was $193 million.
About 92,000 fibre installations were completed nationwide.
The average cost per premises installation in UFB areas
was $1,067
3
, which was within the FY23 guidance range of
$1,000 to $1,115.
$32 million was invested in ‘backbone’ network to enable the
connection of multiple customers located along rights of
way and multi dwelling units.
Other fibre and growth increased $26 million compared
to FY22, mainly due to strong new property development
demand and upgrades to core and metro transport electronics.
Customer retention costs increased by $3 million due to
more market activity in FY23 than the prior year.
Annual Report 202318
Copper capital expenditure
2023
$M
2022
$M
Network sustain2727
Copper connections11
Copper layer 213
Customer retention costs47
Total copper capital expenditure3338
Copper capital expenditure decreased by $5 million in FY23, largely due to lower customer retention costs.
Common capital expenditure
2023
$M
2022
$M
Information technology4432
Building and engineering services2219
Total common capital expenditure6651
Information technology spend increased by $12 million in FY23 due to lifecycle upgrade of equipment and investment
enabling reduced reliance on third party legacy systems.
Annual Report 202319
Long term capital management
We will pay a final unimputed dividend of 25.5 cents per
share on 10 October 2023 to all shareholders registered at
5.00pm 12 September 2023. The shares will be quoted on an
ex-dividend basis from 11 September 2023. As the dividend is
unimputed, there will be no supplementary dividend payable
to shareholders outside of New Zealand.
The dividend reinvestment plan will not be available for the
final dividend.
Dividend guidance for FY24 has been set at 47.5 cents per
share, subject to no material adverse changes in circumstance
or outlook. The FY24 dividend will be unimputed.
The Board considers that a ‘BBB’ or equivalent credit rating
is appropriate for a company such as Chorus. It intends
to maintain capital management and financial policies
consistent with these credit ratings. It is Chorus’ intention
that in normal circumstances the ratio of net debt to EBITDA
will not materially exceed 4.75 times.
At 30 June 2023, we had a long-term credit rating of BBB/
stable outlook by Standard & Poor’s and Baa2/stable by
Moody’s Investors Service.
Annual Report 202320
Annual Report 202321
Consolidated financial
statements
22 Independent auditor’s report
25 Consolidated income statement
25 Consolidated statement of
comprehensive income
26 Consolidated statement
of financial position
27
Consolidated statement
of changes in equity
28 Consolidated statement of cash flows
30 Notes to the consolidated
financial statements
Annual Report 202322
Independent auditor’s report
To the shareholders of Chorus Limited
Report on the consolidated financial statements
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with
Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (Including International
Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants
(including International Independence Standards) (‘IESBA Code’),
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in
the Auditor’s responsibilities for the audit of the consolidated
financial statements section of our report.
Our firm has also provided other services to the group in
relation to regulatory assurance. Subject to certain restrictions,
partners and employees of our firm may also deal with the
group on normal terms within the ordinary course of trading
activities of the business of the group. These matters have not
impaired our independence as auditor of the group. The firm
has no other relationship with, or interest in, the group.
Materiality
The scope of our audit was influenced by our application of
materiality. Materiality helped us to determine the nature,
timing and extent of our audit procedures and to evaluate
the effect of misstatements, both individually and on the
consolidated financial statements as a whole. The materiality
for the consolidated financial statements as a whole was set
at $8.5 million determined with reference to a benchmark of
Group revenue. We chose the benchmark because, in our
view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements in the current period.
We summarise below those matters and our key audit
procedures to address those matters in order that the
shareholders as a body may better understand the process
by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose
of our statutory audit opinion on the consolidated financial
statements as a whole and we do not express discrete opinions
on separate elements of the consolidated financial statements.
Opinion
In our opinion, the accompanying consolidated financial
statements of Chorus Limited (the ’company’) and its
subsidiaries (the ‘Group’) on pages 25 to 57 present
fairly, in all material respects:
i.
the Group’s financial position as at 30 June 2023 and
its financial performance and cash flows for the year
ended on that date;
ii. in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards issued
by the New Zealand Accounting Standards Board.
We have audited the accompanying consolidated financial
statements which comprise:
— the consolidated statement of financial position as at
30 June 2023;
—
t
he consolidated income statement, statements of
other comprehensive income, changes in equity and
cash flows for the year then ended;and
—
notes, including a summary of significant accounting
policies.
Annual Report 202323
The key audit matterHow the matter was addressed in our audit
Recoverability of assets
Refer to Note 1 and 2 to the Financial Statements.
Capitalisation and the carrying value of assets are a key
audit matter due to the significance of assets to the
Group’s consolidated statement of financial position,
and due to the judgement involved in determining the
carrying value of the assets, principally:
—decision to capitalise or expense costs relating
to the network. This depends on whether the
expenditure is to enhance the network (capitalise)
or to maintain the current operating capability of
the network (expense);
—estimation of the stage of completion of assets
under construction;
—estimation of the useful life of the asset once the
costs are capitalised;
—obsolescence and impairment risk; and
—uncertainty of the impact of ongoing
technological change,transitioning to a new
regulated model, movement towards a fibre
future and RSP/LFC behaviour.
Our audit procedures included:
—examining that the controls to recognise capital projects in the fixed asset register
and to monitor labour costs capitalised throughout the year and the approval of
the asset life annual review are effective.
—assessing the nature of costs incurred in capital projects by checking a sample of
costs to invoice to determine whether the description of the expenditure met the
capitalisation criteria.
—assessing, on a sample basis, whether labour rates applied in capitalising employee
and contractor time were consistent with employee career level and contracts or
invoices.
—e
xamining, on a sample basis, that labour costs capitalised, at an individual
employee/contractor level did not exceed an individual’s salary or invoiced time.
Evaluating a sample of assets under construction in which no costs had been
incurred in the final six months of the financial reporting period. We challenged
the status of those assets under construction to determine whether they remained
appropriately capitalised.
—assessing, on a sample basis, whether the accruals recorded for assets under
construction were calculated in accordance with the progress of construction and
the arrangements with external suppliers.
—a
ssessing the useful economic lives of the assets, by comparing to our knowledge
of the business and its operations and industry benchmarks.
Revaluation of land and buildings
Refer to Note 1 to the Financial Statements.
Chorus has adopted a change in accounting policy,
effective 30 June 2023, whereby land and buildings
are recorded at fair value.
As at 30 June 2023 the fair value of the revalued
assets was $357 million (30 June 2022 carrying value
at cost: $75 million).
The change in accounting policy and valuation of
these assets is considered a key audit matter due to
the magnitude, complexity and judgement involved
in the determining the assets current fair value
and the significance of the assets to the Group’s
consolidated statement of financial position.
Our audit procedures included:
—a
ssessing the support for the change in accounting policy.
—assessing the competency, objectivity, and independence of external valuer
engaged by management.
—assessing that the valuation methodology applied is in accordance with valuation
and accounting standards and suitable for determining the fair value of the assets,
by comparing to our understanding of the business and industry practices.
—reconciling the asset holdings in the Group’s fixed asset register to the listing of
assets valued by external valuer to confirm all relevant land and buildings have
been included in the valuation exercise.
—evaluating the valuation of a sample of assets and assessing the inputs used in the
valuation of the assets. On a sample basis we compared key assumptions to market
evidence and applicable source data.
—e
xamining that the valuation adjustments have been correctly accounted for within
the Revaluation Reserve and Statement of Comprehensive Income.
—assessing the disclosures in the financial statements to determine whether these
are in accordance with the applicable accounting standard.
Chorus Funding
Refer to Note 4, 6, 7 and 19 to the Financial Statements.
At 30 June 2023, Chorus had external borrowings of
$2,528 million (30 June 2022: $2,322 million), Crown
funding of $948 million (30 June 2022: $936 million),
CIP securities of $697 million (30 June 2022:
$613 million) and net derivative financial assets of
$65 million (30 June 2022: Net derivative financial
assets of $19 million).
The external borrowings, CIP securities,
cross‑currency and interest rate derivatives are a key
audit matter due to their significance to the Group’s
consolidated statement of financial position and the
complexity and judgement involved in determining
the appropriate valuation and accounting treatment
for the CIP securities and cross
‑currency and interest
rate derivatives.
Our audit procedures to assess the valuation and accounting treatment for the
Group’s interest rate derivatives and CIP securities included:
—O
ur financial instrument specialists re
‑v
aluing all interest rate derivatives using
valuation models and inputs independent from those utilised by management.
—Agreeing the terms of the derivatives to the confirmation provided by the derivative
counterparty.
—E
xamining the hedge documentation for new debt instruments and associated
derivatives against the requirements of IFRS 9.
—E
valuating the hedge effectiveness of the interest rate derivatives hedging the EUR
denominated Euro Medium Term Notes, the NZD Bond 2028 and the NZD Bond 2030.
In all instances, our financial instrument specialists assessed the effectiveness of
these hedges by independently modelling the future changes in the value of these
instruments to assess whether the underlying derivatives were effective.
—A
ssessing the accounting treatment of the CIP securities. We read the underlying
loan agreement and analysed the various features of the loan agreement to
determine whether the CIP securities were a debt or equity instrument.
—Evaluating the valuation of the CIP securities. Our valuation specialists assessed the
methodology used by management for determining the amounts allocated to debt
and government grant.
—A
ssessing the inputs used in the valuation of the CIP securities. On a sample
basis we compared interest rates and credit spreads to independent sources of
information to determine an acceptable range of valuation inputs.
—C
onfirming debt to external support, sighting repayments and reviewing
compliance with covenant requirements.
Annual Report 202324
Other information
The Directors, on behalf of the Group, are responsible for
the other information included in the entity’s Annual Report
information includes Chorus’ operating, marking and regulatory
overviews, management commentary and disclosure relating to
corporate governance and statutory information. Our opinion
on the consolidated financial statements does not cover any
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 in the audit or otherwise
appears materially misstated. If, based on 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the
shareholders as a body. Our audit work has been undertaken
so that we might state to the shareholders those matters we are
required to state to them in the independent auditor’s report
and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than
the shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the
consolidated financial statements
The Directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated
financial statements in accordance with generally accepted
accounting practice in New Zealand (being New Zealand
Equivalents to International Financial Reporting Standards)
and International Financial Reporting Standards issued by the
New Zealand Accounting Standards Board;
— i
mplementing necessary internal control to enable the
preparation of a consolidated set of financial statements that
is free from material misstatement, whether due to fraud or
error; and
— a
ssessing the ability to continue as a going concern.
This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless they either intend to liquidate or to cease
operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
consolidated financial statements
Our objective is:
— to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement,
whether due to fraud or error; and
— to issue an independent auditor’s report that includes
our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs NZ
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of these
consolidated financial statements is located at the External
Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this
independent auditor’s report is David Gates.
For and on behalf of
KPMG
Wellington
21 August 2023
Annual Report 202325
Consolidated income statement
For the year ended 30 June 2023
Notes
2023
$M
2022
$M
Operating revenue9980 965
Operating expenses10(308)(290)
Earnings before interest, income tax, depreciation and amortisation672 675
Depreciation1,7(355)(335)
Amortisation2,3(91)(92)
Earnings before interest and income tax226 248
Finance income4 –
Finance expense4(199)(142)
Net earnings before income tax31 106
Income tax expense14(6)(42)
Net earnings for the year25 64
Earnings per share
Basic earnings per share (dollars)
170.06 0.14
Diluted earnings per share (dollars)170.05 0.11
Consolidated statement of comprehensive income
For the year ended 30 June 2023
Notes
2023
$M
2022
$M
Net earnings for the year25 64
Other comprehensive income
Movements in effective cash flow hedges
193 96
Amortisation of de‑designated cash flow hedges transferred to consolidated income statement195 5
Movement in cost of hedging reserve19(3)10
Items that will be reclassified subsequently to Income statement when specific conditions
are met net of tax
5 111
Net revaluation of land and buildings265 –
Items that will not be reclassified subsequently to Income statement when specific conditions
are met net of tax
265 –
Total comprehensive income for the year net of tax295 175
The accompanying notes are an integral part of these consolidated financial statements.
Annual Report 202326
Consolidated statement of financial position
As at 30 June 2023
Notes
2023
$M
2022
$M
Current assets
Cash and call deposits
1576 88
Trade and other receivables11153 125
Derivative financial instruments1943 9
Assets held for sale1 –
Total current assets273222
Non-current assets
Derivative financial instruments
19116 120
Trade and other receivables11–1
Customer retention assets360 59
Software and other intangible assets2146 152
Network assets15,2135,190
Land and buildings135775
Total non-current assets5,892 5,597
Total assets6,1655,819
Current liabilities
Trade and other payables
12280 264
Lease payable513 13
Derivative financial instruments191 –
Debt4368 190
Total current liabilities excluding Crown funding662 467
Crown funding728 27
Total current liabilities690 494
Non-current liabilities
Trade and other payables
1211 16
Deferred tax liability14363 342
Derivative financial instruments1993 110
Lease payable5168 174
Debt42,160 2,132
Total non-current liabilities excluding CIP and Crown funding2,795 2 ,774
Crown Infrastructure Partners (CIP) securities6697 613
Crown funding7920 909
Total non-current liabilities4,412 4,296
Total liabilities5,102 4,790
Equity
Share capital
16589 682
Reserves331 60
Retained earnings143 287
Tot al e quit y 1,063 1,029
Total liabilities and equity6,165 5,819
The accompanying notes are an integral part of these consolidated financial statements.
The consolidated financial statements are approved and signed on behalf of the Board.
Mark Cross
Chair
Authorised for issue on 21 August 2023
Kate Jorgensen
Chair, Audit and Risk Management Committee
Annual Report 202327
Consolidated statement of changes in equity
For the year ended 30 June 2023
Notes
Share
capital
$M
Revaluation
reserve
$M
Other
reserves
$M
Retained
earnings
$M
Total
$M
Balance at 1 July 2021689 –(51)351 989
Comprehensive income
Net earnings for the year
–––64 64
Other comprehensive income
Movement in cash flow hedge reserve
19––96 –96
Amortisation of de‑designated cash flow hedges
transferred to Income statement
19––5 –5
Movement in cost of hedging reserve19––10 –10
Total comprehensive income––111 64 175
Contributions by and (distributions to) owners:
Dividends
16–––(128)(128)
Supplementary dividends–––(14)(14)
Tax credit on supplementary dividends–––14 14
Dividend reinvestment plan1631 –––31
Share buy‑back16(38)–––(38)
Total transactions with owners(7)––(128)(135)
Balance at 30 June 2022682 –60 287 1,029
Comprehensive income
Net earnings for the year
–––25 25
Other comprehensive income
Movement in cash flow hedge reserve
19––3 –3
Amortisation of de‑designated cash flow hedges
transferred to Income statement
19––5 –5
Movement in cost of hedging reserve19––(3)–(3)
Movement in revaluation reserve1,14–265 ––265
Total comprehensive income–265 5 25 295
Contributions by and (distributions to) owners:
Dividends
16–––(169)(169)
Dividend reinvestment plan169 –––9
Share buy‑back16(101)–––(101)
Shares issued under LTI scheme16(1)–1 ––
Total transactions with owners(93)–1 (169)(261)
Balance at 30 June 2023589 265 66 143 1,063
The accompanying notes are an integral part of these consolidated financial statements.
Annual Report 202328
Consolidated statement of cash flows
For the year ended 30 June 2023
Notes
2023
$M
2022
$M
Cash flows from operating activities
Cash was provided from/(applied to):
Receipts from customers
973 977
Payment to suppliers and employees(311)(295)
Interest paid(138)(98)
Interest received4 –
Taxation paid (4)(14)
Net cash flows provided from operating activities524 570
Cash flows applied to investing activities
Cash was provided from/(applied to):
Purchase of network and intangible assets
(495)(518)
Disposal of network and intangible assets –3
Capitalised interest paid(1)(2)
Net cash flows applied to investing activities(496)(517)
Cash flows from financing activities
Cash was provided from/(applied to):
Payment of lease liabilities
(15)(14)
Crown funding (including CIP securities)84 81
Proceeds from debt 811 50
Repayment of debt(659)–
Repurchase of shares(101)(38)
Dividends paid(160)(97)
Net cash flows applied to financing activities(40)(18)
Net cash flows(12)35
Cash at the beginning of the year88 53
Cash at the end of the year1576 88
Reconciliation of net earnings to net cash flows from operating activities
Notes
2023
$M
2022
$M
Net earnings for the year25 64
Adjustment for:
Depreciation of network assets
1384 362
Amortisation of Crown funding7(29)(27)
Amortisation of software and other intangible assets261 62
Amortisation of customer retention assets333 34
Deferred income tax 142 45
Ineffective portion of changes in fair value of cash flow hedges4(7)(7)
Amortisation of non‑cash finance expenses10 10
CIP securities (notional) interest445 39
Other5 (3)
529 579
Change in current assets and liabilities:
Increase in trade and other receivables
11(27)(2)
Increase in operating trade payables 1222 10
Increase in income tax receivable–(4)
Decrease in income tax payable–(13)
(5)(9)
Net cash flows from operating activities524 570
The accompanying notes are an integral part of these consolidated financial statements.
Annual Report 202329
Reconciliation of movements of liabilities to cash flows arising from financing activities
Debt
$M
Crown funding
$M
CIP securities
$M
Lease payable
$M
Share capital
$M
Retained earnings
$M
Balance at 1 July 20212,373 906 545 264 689 351
Movements from financing cash flows
Payment of lease liabilities
–––(14)––
Proceeds from debt50 54 27 –––
Repurchase of shares––––(38)–
Dividends paid–––––(97)
Total changes from financing cash flows50 54 27 (14)(38)(97)
Other cash flows
Interest paid on leases
–––(15)––
Non-cash movements
Movements in fair value (including foreign
exchange rates)
(105)–––––
Transaction costs and amortisation related to
financing
(4)(27)39 –––
Accruals–3 2 –––
Dividend reinvestment plan––––31 (31)
Lease movements–––(48)––
Net earnings for the year ended 30 June 2022–––––64
Balance at 30 June 20222,322 936 613 187 682 287
Movements from cash flows
Payment of lease liabilities
–––(15)––
Proceeds from debt811 45 39 –––
Repayment of debt(659)–––––
Repurchase of shares––––(101)–
Dividends paid–––––(160)
Total changes from financing cash flows152 45 39 (15)(101)(160)
Other cash flows
Interest paid on leases
–––(11)––
Non-cash movements
Movements in fair value (including foreign
exchange rates)
50 –––––
Transaction costs and amortisation related to
financing
4 (29)45 –––
Accruals–(4)––(1)–
Dividend reinvestment plan––––9 (9)
Lease movements–––20 ––
Net earnings for the year ended 30 June 2023–––––25
Balance at 30 June 20232,528 948 697 181 589 143
The accompanying notes are an integral part of these consolidated financial statements.
Annual Report 202330
Notes to the consolidated financial statements
Reporting entity and statutory base
Chorus includes Chorus Limited together with its subsidiaries.
Chorus is New Zealand’s largest fixed line communications
infrastructure business. It maintains and builds a network
predominantly made up of fibre and copper cables, local
telephone exchanges and cabinets.
Chorus Limited is a profit‑o
riented company registered in
New Zealand under the Companies Act 1993 and is a FMC
Reporting Entity for the purposes of the Financial Markets
Conduct Act 2013. Chorus Limited was established as a
standalone, publicly listed entity on 1 December 2011, upon its
demerger from Spark New Zealand Limited (Spark, previously
Telecom Corporation of New Zealand Limited). The demerger
was a condition of an agreement with Crown Infrastructure
Partners Limited (previously Crown Fibre Holdings) to enable
Chorus Limited to provide the majority of the Crown’s Ultra‑Fast
Broadband (UFB) network. Chorus Limited is listed and its
ordinary shares are quoted on the NZX main board equity
security market (NZX Main Board) and on the Australian Stock
Exchange (ASX) and has bonds quoted on the NZX and ASX
debt markets. American Depositary Shares, each representing
five ordinary shares (and evidenced by American Depositary
Receipts), are not listed but are traded on the over
‑t
he
‑c
ounter
market in the United States.
These consolidated financial statements (“financial statements”)
have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (NZ GAAP) and Part 7 of
the Financial Markets Conduct Act 2013. They comply with
New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) as appropriate for profit‑oriented entities,
and with International Financial Reporting Standards.
These financial statements are expressed in New Zealand dollars.
All financial information has been rounded to the nearest million,
unless otherwise stated.
The measurement basis adopted in the preparation of these
financial statements is historical cost, modified by the revaluation
of financial instruments and land and buildings as identified in the
specific accounting policies below and the accompanying notes.
Accounting policies and standards
Accounting policies that summarise the measurement basis
used which are relevant to the understanding of the financial
statements are provided throughout the accompanying notes.
The accounting policies adopted and methods of computation
have been applied consistently throughout the periods presented
in these financial statements, except for the below change in
accounting policy.
Change in accounting policy
Chorus has adopted a revaluation policy for measuring land and
building at fair value, as at 30 June 2023. Previously, Chorus
measured land and buildings at depreciated historical cost.
This change in accounting policy applies prospectively and
the revaluation movement has been recognised in the current
year in the Consolidated statement of comprehensive income
(refer to note 1).
Climate impact
In preparing the financial statements, management has
considered climate‑related matters and disclosed as required
when the effect of those matters is material in the context of
the financial statements taken as a whole. In the year ended
30 June 2023 there was no material impact of climate related
matters. Although there was no material impact in the year,
extreme weather events occurred. Individually, these events did
not have a material impact on the financial statements.
Accounting estimates and judgements
In preparing the financial statements, management has made
estimates and assumptions about the future that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the period. Actual results could differ from
those estimates.
Estimates and assumptions are continually evaluated and are
based on experience and other factors, including macro‑
e
conomic and market factors, and expectations of future
events that may have an impact on Chorus. All judgements,
estimates, and assumptions are believed to be reasonable based
on the most current set of circumstances available to Chorus.
The principal areas of judgement in preparing these financial
statements are set out below.
Network assets (note 1)
Assessing the carrying value of network assets for impairment
considerations which includes assessing the appropriateness
of useful life and residual value estimates of network assets,
the physical condition of the asset, technological advances,
regulation and expected disposal proceeds from the future sale
of the asset.
Annual Report 202331
Land and buildings (note 1)
Land and buildings are recorded at fair value. Fair value relating
to land and buildings is determined based on a periodic
independent valuation using a combination of an optimised
depreciated replacement cost, capitalised income, and a market
valuation approach. The valuation technique applied to each
asset is determined by the independent valuer, with input and
review by Chorus management who are familiar with the nature
of the assets. Valuations are performed every three years, or
more frequently where indicators exist that the carrying amount
of the asset materially differs from its fair value at the end of the
reporting period. This may be the result of external factors (e.g.
a volatile property market) or internal factors. In these instances
where indicators of material difference exist, a desktop valuation
may be obtained to appropriately adjust the carrying value of
the assets. The underlying assumptions used in the valuation are
reviewed at each reporting date to ensure the carrying value is
not materially different from the fair value.
Customer retention assets (note 3)
Assessing the carrying value of customer retention assets
for impairment considerations which includes assessing the
appropriateness of useful life, contract terms, revenue and
customer connections data.
Leases (note 5)
A significant portion of lease contracts contain options for
extension, which in turn require management to apply judgement
in assessing if these extensions are likely to be exercised.
Crown Infrastructure Partners (CIP) securities (note 6)
Determining the fair value of the CIP securities requires
assumptions on expected future cash flows and discount rates
based on future long dated swap curves.
Financial risk management (note 19 and 20)
Accounting judgements have been made in determining hedge
designation and the fair value of derivatives and borrowings.
The fair value of derivatives and borrowing are determined based
on valuation models that use forward‑looking estimates and
market observable data, to the extent that it is available.
Non-GAAP measures
Chorus use non‑GAAP measures that are not prepared in
accordance with NZ IFRS. Chorus believes these non‑GAAP
measures provide useful information to users of the financial
statements to assist in understanding the financial performance
of Chorus. These measures are also used internally to evaluate
the performance of Chorus and monitored for compliance
against debt covenants.
These measures should not be viewed in isolation or as a
substitute for measures reported in accordance with NZ IFRS
as they are not uniformly defined or utilised by all companies in
New Zealand or the telecommunications industry.
Earnings before interest and income tax (EBIT) and earnings
before interest, income tax, depreciation and amortisation
(EBITDA)
Chorus calculate EBIT by adding back finance expense and
income tax to, and subtracting finance income from, net
earnings. EBITDA adds back depreciation and amortisation
expense to EBIT. A reconciliation of EBIT and EBITDA is provided
below and based on amounts taken from, and consistent with,
those presented in the financial statements.
Year ended 30 June
2023
$M
2022
$M
Net earnings for the year reported under NZ IFRS 25 64
Add back: income tax expense 6 42
Add back: finance expense 199 142
Subtract: finance income (4) –
EBIT 226 248
Add back: depreciation 355 335
Add back: amortisation 91 92
EBITDA 672 675
Annual Report 202332
Note 1 – Network assets, land and buildings
In the Consolidated statement of financial position, network
assets, except land and buildings, are stated at cost less
accumulated depreciation and any accumulated impairment
losses. The cost of additions to network assets and work in
progress constructed by Chorus includes the cost of all materials
used in construction, direct labour costs specifically associated
with construction, interest costs that are attributable to the asset,
resource management consent costs and attributable overheads.
Repairs and maintenance costs are recognised in the
Consolidated income statement as incurred. If the useful life
of the asset is extended or the asset is enhanced then the
associated costs are capitalised.
Land and buildings
Land and buildings are carried at a revalued amount.
The revalued amount represents the fair value of each land and
building asset at the date of revaluation less any subsequent
accumulated depreciation and subsequent accumulated
impairment losses. If an asset’s carrying amount is increased
as a result of a revaluation, the increase is recognised in
the Consolidated statement of comprehensive income and
accumulated within the revaluation reserve in equity. An increase
shall be recognised in the Consolidated income statement to
the extent it reverses a revaluation decrease of the same asset
previously recognised in profit or loss. If an asset’s carrying
amount is decreased as a result of a revaluation, the decrease is
first recognised in the Consolidated statement of comprehensive
income (and the revaluation reserve) to the extent any credit
balance exists in relation to that asset. Any additional decrease
in the asset’s carrying amount is recognised in the Consolidated
income statement as an expense. The attributable revaluation
surplus remaining in the asset revaluation reserve relating to
land or buildings disposed of, net of any related deferred taxes,
is transferred directly to retained earnings on the derecognition
of the relevant asset. Deferred tax, if any, resulting from the
revaluation of land and buildings are recognised and disclosed in
accordance with NZ IAS 12 Income Taxes.
The Company adopted fair value approach on 30 June 2023.
The movement in fair value of $282 million (excluding deferred tax)
has been recognised as at that date. The prior year comparatives
are recognised at historical cost less accumulated depreciation.
Estimating useful lives and residual values of network assets
and buildings
The determination of the appropriate useful life for a particular
asset requires management to make judgements about,
amongst other factors, the expected period of service potential
of the asset, the likelihood of the asset becoming obsolete as a
result of technological advances, and the likelihood of Chorus
ceasing to use the asset in business operations.
Where an item of network assets or buildings comprises major
components having different useful lives, the components are
accounted for as separate items of network assets or buildings.
Where the remaining useful lives or recoverable values have
diminished due to technological, regulatory or market condition
changes, depreciation is accelerated. The assets’ residual values,
useful lives, and methods of depreciation are reviewed annually
and adjusted prospectively, if appropriate.
Depreciation is charged on a straight‑line basis to write down the
cost of network assets and buildings to their estimated residual
value over their estimated useful life. Estimated useful lives are
as follows:
Fibre cables20–30 years
Ducts, manholes and poles20–50 years
Copper cables10–25 years
Cabinets5–20 years
Buildings50 years
Network electronics2–25 years
Right of use assets4–50 years
Other4–25 years
Other network assets include motor vehicles, test instruments,
furniture and fittings, tools and plant.
An item of network assets and any significant part is
derecognised upon disposal or when no future economic
benefits are expected from its use. Where network assets are
disposed of, the profit or loss recognised in the Consolidated
income statement is calculated as the difference between the
sale price and the carrying value of the asset.
Non‑monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange
rates as at the dates of the initial transactions.
Land and work in progress are not depreciated. Work in progress
is reviewed on a regular basis to ensure that costs represent
future assets.
Annual Report 202333
30 June 2023
Fibre
cables
$M
Ducts,
manholes,
and poles
$M
Copper
cables
$M
Cabinets
$M
Network
electronics
$M
Right of
use assets
$M
Other
$M
Work in
progress
$M
Land and
buildings
$M
Total
$M
Gross carrying amount
Balance at 1 July 2022
2,663 3,160 2,424 731 1,762 234 295 141 184 11,594
Additions 134 119 2 17 78 7 7 158 5 527
Disposals– – – – (8) (1) (3)– (1) (13)
Transfers from work in progress– – – – – – – (122)– (122)
Net revaluations through other
comprehensive income
– – – – – – – – 169 169
Other– – – – – 4 – – – 4
Balance at 30 June 2023 2,797 3,279 2,426 748 1,832 244 299 177 357 12,159
Accumulated depreciation–
Balance at 1 July 2022 (964) (778) (2,172) (525) (1,495) (84) (202)– (109) (6,329)
Depreciation (128) (64) (76) (18) (67) (13) (14)– (4) (384)
Disposals– – – – 8 1 2 – – 11
Net revaluations through other
comprehensive income
– – – – – – – – 113 113
Other– – – – – – – – – –
Balance at 30 June 2023 (1,092) (842) (2,248) (543) (1,554) (96) (214)– – (6,589)
Net carrying amount 1,705 2,437 178 205 278 148 85 177 357 5,570
30 June 2022
Fibre
cables
$M
Ducts,
manholes,
and poles
$M
Copper
cables
$M
Cabinets
$M
Network
electronics
$M
Right of
use assets
$M
Other
$M
Work in
progress
$M
Land and
buildings
$M
Total
$M
Cost
Balance at 1 July 2021
2,497 2,965 2,415 715 1,872 301 284 179 179 11,407
Additions 166 195 9 16 50 7 12 181 5 641
Disposals– – – – (160) (10) (1)– – (171)
Transfers from work in progress– – – – – – – (219)– (219)
Other– – – – – (64)– – – (64)
Balance at 30 June 2022 2,663 3,160 2,424 731 1,762 234 295 141 184 11,594
Accumulated depreciation–
Balance at 1 July 2021 (842) (717) (2,111) (503) (1,593) (79) (188)– (105) (6,138)
Depreciation (122) (61) (61) (22) (62) (15) (15)– (4) (362)
Disposals– – – – 160 10 1 – – 171
Balance at 30 June 2022 (964) (778) (2,172) (525) (1,495) (84) (202)– (109) (6,329)
Net carrying amount 1,699 2,382 252 206 267 150 93 141 75 5,265
There are no restrictions on Chorus’ network assets or any
network assets pledged as securities for liabilities.
At 30 June 2023 the contractual commitments for acquisition
and construction of the network assets was $50 million
(30 June 2022: $79 million).
Land and buildings at historical cost
If land and buildings were stated on an historical cost basis,
the amounts would be as follows:
Year ended 30 June
2023
$000’s
Land and buildings (at cost) 188
Buildings accumulated depreciation (113)
Net carrying amount 75
Annual Report 202334
Crown funding
Chorus receives funding from the Crown to finance the capital
expenditure associated with the development of the UFB network
and other services. Where funding is used to construct assets, it is
offset against depreciation over the life of the assets constructed.
Refer to note 7 for information on Crown funding.
Impairment
The carrying amounts of non‑financial assets including network
assets, land and buildings, software and other intangibles and
customer retention assets are reviewed at the end of each
reporting period for any indicators of impairment.
If any such indication exists, the recoverable amount of the
asset is estimated. An impairment loss is recognised in earnings
whenever the carrying amount of an asset exceeds its estimated
recoverable amount. Should the conditions that gave rise to the
impairment loss no longer exist, and the assets are no longer
considered to be impaired, a reversal of an impairment loss
would be recognised immediately in earnings. In the period to
30 June 2023, there was no impairment in relation to the costs
capitalised (30 June 2022: no impairment).
The recoverable amount is the greater of an assets value in use
and fair value less costs to sell. Chorus’ assets do not generate
independent cash flows and are therefore assessed from a single
cash
‑generating unit perspective. In assessing the recoverable
amount, the estimates of future cash flows are discounted to
their net present value using a discount rate that reflects current
market assessments of the time value of money and the risks
specific to the business.
Capitalised interest
Finance costs are capitalised on qualifying items of network
assets and software assets at an annualised rate of 4.00%
(30 June 2022: 4.00%). Interest is capitalised over the period
required to complete the assets and prepare them for their
intended use. In the current year finance costs totalling $1 million
(30 June 2022: $2 million) have been capitalised against network
assets and software assets.
Right of use assets
A right of use asset is recognised on commencement of a lease.
The right of use asset is initially measured at cost, which is made
up of the initial lease liability amount adjusted for any lease
payments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to remove
the underlying asset or to restore the underlying asset or the site
on which it is located, less any lease incentives received.
The right of use asset is subsequently depreciated using the
straight‑line method until the assumed end of the lease term.
The right of use asset is periodically adjusted for certain
remeasurements of the lease liability.
Movements in right of use assets for the period are presented below:
Right of use assets
Fibre cables
$M
Ducts, manholes,
and poles
$M
Property
$M
Total
$M
Balance 1 July 20218 47 167 222
Additions–5 2 7
Relinquishments and modifications––(64)(64)
Depreciation charge(1)(4)(10)(15)
Balance at 30 June 20227 48 95 150
Additions–4 3 7
Disposals––(1)(1)
Other––4 4
Depreciation charge(1)(4)(7)(12)
Balance at 30 June 20236 48 94 148
Property exchanges
Chorus has leased exchange space and commercial co‑location
space owned by Spark which is subject to lease arrangements
(included within right of use assets). Chorus in turn leases
exchange space and commercial co‑location space owned by
Chorus to Spark under an operating lease arrangement.
Note 1 – Network assets, land and buildings (cont.)
Annual Report 202335
Note 2 – Software and other intangible assets
Software and other intangible assets are initially measured
at cost. The direct costs associated with the development of
network and business software for internal use are capitalised
where project success is probable and the capitalisation
criteria is met. Following initial recognition, software and
other intangible assets are stated at cost less accumulated
amortisation and impairment losses. Software and other
intangible assets with a finite life are amortised from the date the
asset is ready for use on a straight‑line basis over its estimated
useful life which is as follows:
Software2–10 years
Other intangibles 20–35 years
Other intangibles mainly consist of land easements.
Where estimated useful lives or recoverable values have
diminished due to technological change or market conditions,
amortisation is accelerated.
There are no restrictions on software and other intangible assets,
or any intangible assets pledged as securities for liabilities.
30 June 2023
Software
$M
Other intangibles
$M
Work in progress
$M
Total
$M
Cost
Balance at 1 July 2022
918 6 17 941
Additions44 –55 99
Disposals(7)––(7)
Transfers from work in progress––(44)(44)
Balance at 30 June 2023955 6 28 989
Accumulated amortisation
Balance at 1 July 2022
(788)(1)–(789)
Amortisation(61)––(61)
Disposals7 ––7
Balance at 30 June 2023(842)(1)–(843)
Net carrying amount113 5 28 146
30 June 2022
Software
$M
Other intangibles
$M
Work in progress
$M
Total
$M
Cost
Balance at 1 July 2021
873 6 22 901
Additions55 –50 105
Disposals(10)––(10)
Transfers from work in progress––(55)(55)
Balance at 30 June 2022918 6 17 941
Accumulated amortisation
Balance at 1 July 2021
(736)(1)–(737)
Amortisation(62)––(62)
Disposals10 ––10
Balance at 30 June 2022(788)(1)–(789)
Net carrying amount130 5 17 152
At 30 June 2023 the contractual commitment for acquisition
of software and other intangible assets was $4 million
(30 June 2022: $2 million).
Annual Report 202336
Note 3 – Customer retention assets
Customer retention costs are incremental costs incurred in
acquiring new contracts with new and existing customers that
Chorus expects are recoverable and are capitalised as customer
retention assets. These represent various costs including
commissions and incentives for customers to connect to the fibre
network. Following initial recognition, customer retention assets
are stated at cost less accumulated amortisation and impairment
losses. Customer retention assets have a finite life and are
amortised from the month that costs are capitalised on a straight‑
line basis over the average connection life which is as follows:
New connections and migrations1–4 years
Customer incentives1 year
Customer retention assets are amortised to the Consolidated
income statement, either as amortisation expense or against
operating revenue, based on the nature of the specific costs
capitalised.
New connections
and migrations
$M
Customer
incentives
$M
Total
$M
Balance at 1 July 2021 (net carrying amount)57 2 59
Additions31 3 34
Amortisation to amortisation expense(30)–(30)
Amortisation to operating revenue–(4)(4)
Balance at 30 June 2022 (net carrying amount)58 1 59
Additions30 4 34
Amortisation to amortisation expense(30)–(30)
Amortisation to operating revenue–(3)(3)
Balance at 30 June 2023 (net carrying amount)58 2 60
Note 4 – Debt
Debt is classified as non‑current liabilities except for those with
maturities less than 12 months from the reporting date, which
are classified as current liabilities.
Debt is initially measured at fair value, less any transaction costs
that are directly attributable to the issue of the instruments.
Debt is subsequently measured at amortised cost using the
effective interest method. Some borrowings are designated in
fair value hedge relationships, which means that any change in
market interest and foreign exchange rates result in a change in
the fair value adjustment on that debt.
The weighted effective interest rate on debt including the effect
of derivative financial instruments and facility fees was 5.40%
(30 June 2022: 3.77%).
Due date
2023
$M
2022
$M
Syndicated bank facilitiesJul 2022–190
Euro medium term notes EUROct 2023368 828
Euro medium term notes EURDec 2026473 464
Euro medium term notes EURSep 2029853 –
Fixed rate NZD BondsDec 2027200 200
Fixed rate NZD BondsDec 2028500 500
Fixed rate NZD BondsDec 2030153 154
Less: facility fees(19)(14)
Total Debt2,528 2,322
Current368 190
Non-current2,160 2,132
Syndicated bank facilities
As at 30 June 2023 Chorus had a $450 million committed syndicated facility on market standard terms and conditions
(30 June 2022: $350 million). The facility is held with banks that are rated A to AA‑, based on Standard & Poor’s ratings.
As at 30 June 2023 nil was drawn down (30 June 2022: $190 million).
Annual Report 202337
Euro Medium Term Note (EMTN)
Face valueInterest rate
2023
$M
2022
$M
EUR 209 million1.13%368 828
EUR 300 million0.88%473 464
EUR 500 million3.63%853 –
EMTN 2023 tender
In September 2022, Chorus repurchased EUR 291 million
($457 million) of the 2023 EMTN for 99.202% of face value.
Concurrently, an equal nominal amount of cross‑currency
interest rate swaps (CCIRS) which hedged the debt were exited
to ensure the hedging relationship remains fully effective.
Costs incurred in repurchasing the debt and terminating the
CCIRS have been recognised in the consolidated income
statement within finance expenses, offset by the discount on
repurchase of the notes.
EMTN 2029 issuance
Chorus also issued EUR 500 million of EMTN in September 2022 for
a term of 7 years at an interest rate of 3.625%. Consistent with the
Chorus Treasury Policy, the debt has been fully hedged with CCIRS
to hedge the foreign currency exposure, which entitle Chorus to
receive EUR 500 million and EUR fixed coupon payments for NZD
820 million principal and NZD floating interest payments.
Transaction costs directly associated with the issuance of the
notes have been capitalised and will be amortised over the term
of the debt to the consolidated income statement.
Chorus has in place cross currency interest rate swaps to hedge
the foreign currency exposure to the EMTN. The cross currency
interest rate swaps entitle Chorus to receive EUR principal and
EUR fixed coupon payments for NZD principal and NZD floating
interest payments. The EUR cross currency interest rate swaps
(notional amount EUR 1,009 million) are partially hedged for the
NZD interest payments using interest rate swaps.
The EUR 500 EMTN cross currency interest rate swaps (notional
amount EUR 500 million) are partially hedged for the NZD
interest payments using interest rate swaps. The EUR 300 cross
currency interest rate swaps (notional amount EUR 300 million)
are fully hedged for the NZD interest payments using interest
rates swaps. The EUR 209 cross currency swaps (notional
amount EUR 209 million) are fully hedged for the NZD interest
payments using interest rate swaps.
The following table reconciles EMTN at hedged rates to EMTN
carrying value based on spot rates as reported under NZ IFRS.
EMTN at hedged rates is a non
‑G
AAP measure and is not defined
by NZ IFRS:
2023
EUR 500
$M
2022
EUR 500
$M
2023
EUR 300
$M
2022
EUR 300
$M
2023
EUR 209
$M
2022
EUR 500
$M
EMTN (at carrying value)853 –473 464 368 828
Impact of fair value hedge38 –62 40 4 11
Impact of hedged rates used(71)–(21)10 (44)(54)
EMTN at hedged rates (non-GAAP measure)820 –514 514 328 785
EMTN at fair value868 –475 461 369 837
The fair value of EMTN’s is calculated based on the present value of future principal and interest cash flows, discounted at market
interest rates at balance date and is determined using Level 2 of the fair value hierarchy as described in note 20.
Fixed rate NZD bonds
Due dateInterest rate
2023
$M
2022
$M
Fixed rate NZD Bonds Dec 20271.98%200 200
Fixed rate NZD Bonds Dec 20284.35%500 500
Fixed rate NZD Bonds Dec 20302.51%153 154
Total fixed rate NZD Bonds853 854
The fixed rate on the 2030 NZD Bonds has been swapped to a
floating rate using interest rate swaps, creating a fair value hedge
which has a fair value of $153 million at balance date (notional
amount $200 million). This hedging relationship was entered to
comply with the Chorus Treasury Policy which does not allow
for greater than 70% of term debt to be subject to fixed interest
rates beyond a three year time period.
At 30 June 2023, Chorus had $900 million of unsecured,
unsubordinated debt securities (30 June 2022: $900 million).
Note 4 – Debt (cont.)
Annual Report 202338
Schedule of maturities
2023
$M
2022
$M
Current368 190
Due one to two years–828
Due three to four years673 –
Due four to five years–464
Due over five years1,506 854
Total due 2,547 2,336
Less: facility fees(19)(14)
2,528 2,322
No debt has been secured against assets, however there are
financial covenants and event of default triggers as defined
in the various debt agreements. During the current year
Chorus complied with the requirements set out in its financing
agreements (30 June 2022: complied).
Refer to note 20 for information on financial risk management.
Finance expense
2023
$M
2022
$M
Interest on syndicated bank facility2 6
Interest on EMTN93 51
Interest on fixed rate NZD bonds32 32
Ineffective portion of changes in fair value of cash flow hedges(7)(7)
Other interest expense35 23
Capitalised interest(1)(2)
Total finance expense excluding CIP securities (notional) interest154 103
CIP securities (notional) interest45 39
Total finance expense199 142
Other interest expense includes $11 million lease interest expense (30 June 2022: $15 million), $11 million of expense recognised for
the partial repurchase of the 2023 EMTN and $7 million of amortisation arising from the difference between fair value and proceeds
realised from the swaps reset (30 June 2022: $7 million).
Note 4 – Debt (cont.)
Annual Report 202339
Note 5 – Leases
Chorus is a lessee of certain network assets under lease
arrangements. For all leases Chorus recognises assets and
liabilities in the Consolidated statement of financial position,
except those determined to be short‑term or low value.
On inception of a new lease, the lease payable is measured at
the present value of the remaining lease payments, discounted at
Chorus’ incremental borrowing rate at that date. Lease costs are
recognised through interest expense over the life of the lease.
The corresponding right of use asset incurs depreciation over
the estimated useful life of the asset.
Chorus’ discounted cash flows by category are summarised
below:
2023
$M
2022
$M
Fibre cables11 11
Ducts, manholes and poles52 51
Property118 125
Total lease payable181 187
Current13 13
Non-current168 174
Extension options
Most leases contain extension options exercisable by Chorus
up to one year before the end of the non‑cancellable contract
period. Where practicable, Chorus seeks to include extension
options in new leases to provide operational flexibility.
The extension options held are exercisable only by Chorus and
not by the lessors. Chorus assesses at lease commencement
whether it is reasonably certain the extension options will be
exercised, and where it is reasonably certain, the extension
period has been included in the lease liability calculation.
Chorus reassesses whether it is reasonably certain to exercise
the options if there is a significant event or significant change in
circumstances within its control.
The amounts recognised in the Consolidated income statement
and the Consolidated statement of cash flows relating to leases
are summarised below:
2023
$M
2022
$M
Amounts recognised in Consolidated income statement:
Interest on lease payable
11 15
Amounts recognised in Consolidated statement of cash flows:
Principal payments
(15)(14)
Lease interest(11)(15)
Annual Report 202340
Note 6 – Crown Infrastructure Partners (CIP) securities
Ultra-Fast Broadband (UFB)
Chorus received Crown funding to finance construction costs
associated with the development of the UFB network. Funding
was received for every premise passed and certified by CIP.
Funding was received over two phases. Phase one of the build
(UFB1) was completed in December 2019 with a total of $924 million
of funding received. Phase two (UFB2 and UFB2+) was completed in
December 2022 with a total of $411 million of funding received.
In return for funding under both phases, CIP equity securities and
CIP debt securities are issued. Under UFB1 CIP warrants were
also issued. Under the UFB2 and UFB2+ arrangement, Chorus
can elect the mix of securities to be issued, up to a maximum
of $306 million of equity securities. This maximum was reached
during the year ended 30 June 2022.
The CIP equity and debt securities were recognised initially
at fair value plus any directly attributable transaction costs.
Subsequently, they are measured at amortised cost using the
effective interest method. The fair value is derived by discounting
the equity securities and debt securities per premises passed by
the effective rate based on market rates. The difference between
funding received and the fair value of the securities is recognised
as Crown funding. Over time, the CIP debt and equity securities
increase to face value and the Crown funding is released against
depreciation and reduces to nil.
CIP debt securities
CIP debt securities are unsecured, non‑interest bearing and
carry no voting rights at meetings of holders of Chorus ordinary
shares. Chorus is required to redeem the CIP debt securities in
tranches from 2025 by repaying the face value to the holder.
The principal amount of CIP debt securities consists of a senior
portion and a subordinated portion. The senior portion ranks
equally with all other unsecured, unsubordinated creditors of
Chorus, and has the benefit of any negative pledge covenant
that may be contained in any of Chorus’ debt arrangements.
The subordinated portion ranks below all other Chorus
indebtedness but above ordinary shares of Chorus. The initial
value of the senior portion is the present value of the sum
repayable on the CIP debt securities, and the initial subordinated
portion will be the difference between the issue price of the CIP
debt security and the value of the senior portion.
CIP equity securities
CIP equity securities are a class of non‑interest bearing security
that carry no right to vote at meetings of holders of Chorus
ordinary shares but entitle the holder to a preferential right to
repayment on liquidation and additional rights that relate to
Chorus’ performance under its construction contract with CIP.
For UFB1 equity securities, dividends will become payable on a
portion of the CIP equity securities from 2025 onwards, with the
portion of CIP equity securities that attract dividends increasing
over time. For UFB2 and UFB2+ equity securities, dividends will
become payable from 2030.
CIP equity securities can be redeemed by Chorus at any time by
payment of the issue price or issue of new ordinary shares (at a
5% discount to the 20
‑day volume weighted average price) to
the holder. In limited circumstances CIP equity securities may be
converted by the holder into voting preference or ordinary shares.
The CIP equity securities are required to be disclosed as a liability
until the liability component of the compound instrument expires.
CIP warrants
Under UFB1 Chorus issued warrants to CIP for nil consideration
along with each tranche of CIP equity securities. Each CIP
warrant gives CIP the right, on a specified exercise date, to
purchase at a set strike price a Chorus share to be issued by
Chorus. The strike price for a CIP warrant is based on a total
shareholder return of 16% per annum on Chorus shares over the
period December 2011 to June 2036.
At 30 June 2023, Chorus had issued a total 15,662,325 warrants
which had a fair value and carrying value that approximated zero
(30 June 2022: 15,138,187 warrants issued). The number of fibre
connections made by 30 June 2023 impacts the number of
warrants that could be exercised.
The fair value has been calculated using discount rates from
market rates at balance date and is a level 2 valuation of the
fair value hierarchy as described in note 20.
At 30 June 2023, the component parts of CIP debt and equity
instruments, including notional interest, were:
20232022
CIP debt
securities
$M
CIP equity
securities
$M
Total CIP
securities
$M
CIP debt
securities
$M
CIP equity
securities
$M
Total CIP
securities
$M
Fair value on initial recognition
Balance at 1 July
189 250 439 176 234 410
Additional securities recognised at fair value39 –39 13 16 29
Balance at 30 June228 250 478 189 250 439
Accumulated notional interest
Balance at 1 July
78 96 174 63 72 135
Notional interest18 27 45 15 24 39
Balance at 30 June96 123 219 78 96 174
Total CIP securities324 373 697 267 346 613
CIP at fair value320 375 695 260 333 593
Annual Report 202341
Key assumptions in calculations on initial recognition
On initial recognition, a discount rate between 6.16% to 7.36%
was used for the CIP debt securities (30 June 2022: 5.71% and
7.31%), and no CIP equity securities were issued in the year ended
30 June 2023 (30 June 2022: 6.26% to 7.80%). The discount
rate was used for the CIP equity securities and to discount the
expected cash flows, based on the NZ swap curve. The swap
rates were adjusted for Chorus specific credit spreads (based on
market observed credit spreads for debt issued with similar credit
ratings and tenure). The discount rate on the CIP equity securities
was capped at Chorus’ estimated cost of (ordinary) equity.
Note 7 – Crown funding
Crown funding is recognised at fair value where there is reasonable assurance that the funding is receivable and all attached
conditions will be complied with. Crown funding is then recognised in earnings as a reduction to depreciation expense on a
systematic basis over the useful life of the asset the funding was used to construct.
20232022
UFB
$M
WCSNB
$M
RBI
$M
Other
$M
Total
$M
UFB
$M
WCSNB
$M
RBI
$M
Other
$M
Total
$M
Fair value on initial recognition
Balance at 1 July
821 40 242 16 1,119 780 24 242 16 1,062
Additional funding recognised at fair value39 2 ––41 41 16 ––57
Balance at 30 June860 42 242 16 1,160 821 40 242 16 1,119
Accumulated amortisation of funding
Balance at 1 July
(112)–(61)(10)(183)(92)–(54)(10)(156)
Amortisation(20)(1)(8)–(29)(20)–(7)–(27)
Balance at 30 June(132)(1)(69)(10)(212)(112)–(61)(10)(183)
Total Crown funding 728 41 173 6 948 709 40 181 6 936
Current28 27
Non-current920 909
Ultra-Fast Broadband (UFB)
Chorus received Crown funding to finance construction costs
associated with the development of the UFB network. During
the period Chorus has recognised funding for 39,820 premises
where the premises was passed and tested by CIP under UFB
2 and UFB 2+ (30 June 2022: 37,000). This brings the total
number of premises passed and tested by CIP at 30 June 2023 to
approximately 1,053,820 (30 June 2022: 1,014,000).
West Coast Southland Network Build (WCSNB)
Chorus received funding to finance capital expenditure
associated with the development of the West Coast Southland
Network. One dollar of funding can be claimed for each dollar
of allowable costs incurred by Chorus, up to a maximum
funding limit agreed with CIP. During the period, the build was
completed, with $42 million claimed from CIP.
Other and RBI
Chorus has received funding in the past towards school lead‑ins
and extending the network coverage to rural areas.
Note 6 – Crown Infrastructure Partners (CIP) securities (cont.)
Annual Report 202342
Note 8 – Segmental reporting
An operating segment is a component of an entity that engages
in business activities from which it may earn revenues and incur
expenses and for which operating results are regularly reviewed
by the entity’s chief operating decision maker and for which
discrete financial information is available.
Chorus’ Chief Executive Officer (CEO) has been identified
as the chief operating decision maker for the purpose of
segmental reporting.
Chorus has determined that it operates in one segment
providing nationwide fixed line communications infrastructure.
The determination is based on the reports reviewed by the CEO
in assessing performance, allocating resources and making
strategic decisions.
All of Chorus’ operations are provided in New Zealand, therefore
no geographic information is provided.
Three Chorus customers met the reporting threshold
of 10 percent of Chorus’ operating revenue in the year
to 30 June 2023. The total revenue for the year ended
30 June 2023 from these customers was $330 million
(30 June 2022: $354 million), $198 million (30 June 2022:
$171 million) and $146 million (30 June 2022: $116 million).
Note 9 – Operating revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf
of third parties. Chorus recognises revenue when it transfers control of a product or service to a customer and cash collection is
considered probable. Revenue is presented net of rebates and customer incentives.
Chorus services provided to customersNature, performance obligation and timing of revenue
Fibre and copper connectionsProviding access to the Chorus fixed lines network to enable connections to the internet.
Chorus recognises revenue as it provides this service to its customers at a point in time.
Unbilled revenues from the billing cycle date to the end of each month are recognised as
revenue during the month the service is provided. Revenue is deferred in respect of the
portion of fixed monthly charges that have been billed in advance.
Value added network servicesProviding enhanced access to the Chorus fixed line network to enable internet access,
through backhaul and handover link services to connect across wider areas and to higher
quality levels. Recognition is the same as described for fibre and copper connections above.
InfrastructureProviding physical storage and site
‑sharing rental services for co‑location of third party or
shared assets. This is billed and recognised on a monthly basis, based on a point in time.
Field services productsProviding services in the field to protect, strengthen, and increase the available network
– for example, installation services, wiring and consultation services. This is billed and
recognised as the service is provided over time. Revenue from installation of connections
is recognised upon completion of the connection.
Revenue by service
2023
$M
2022
$M
Fibre broadband (GPON)622 548
Copper based broadband117 153
Fibre premium (P2P)68 66
Copper based voice39 52
Field services products70 71
Value added network services26 27
Infrastructure31 30
Data services copper4 6
Other3 12
Total operating revenue980 965
Amounts collected on behalf of third parties
Revenue above is exclusive of amounts collected on behalf of third parties, which totalled $19 million in the year (30 June 2022:
$26 million). Any amounts collected but not yet passed to the third party are recognised within trade and other payables.
Annual Report 202343
Note 10 – Operating expenses
2023
$M
2022
$M
Labour76 64
Network maintenance60 59
Information technology costs42 50
Other network costs37 29
Electricity19 17
Rent and rates12 14
Property maintenance14 14
Advertising13 11
Regulatory levies9 9
Consultants9 8
Insurance5 4
Provisioning1 1
Other11 10
Total operating expenses308 290
1 No other assurance services in the year ended 30 June 2023 (30 June 2022: Other assurance services relate to EMTN refresh comfort letters).
Labour
Labour of $76 million (30 June 2022: $64 million) represents
employee costs which are not capitalised.
Pension contributions
Included in labour costs are payments to the New Zealand
Government Superannuation Fund of $297,000 (30 June 2022:
$275,000) and contributions to KiwiSaver of $3.3 million
(30 June 2022: $2.9 million). At 30 June 2023 there were
11 employees in New Zealand Government Superannuation Fund
(30 June 2022: 11 employees) and 758 employees in KiwiSaver
(30 June 2022: 724 employees). Chorus has no other obligations
to provide pension benefits in respect of employees.
Charitable and political donations
Other costs include charitable donations of $407,000 towards
digital inclusion and health initiatives (30 June 2022: $138,000
towards digital inclusion and health initiatives). Chorus has not
made any political donations (30 June 2022: nil).
Auditor remuneration
Included in other expenses are fees paid to auditors:
2023
$000s
2022
$000s
Audit and review of statutory financial statements640 589
Regulatory audit and assurance work490 209
Other assurance services
1
– 30
Total other services490 239
Total fees paid to the auditor1,130 828
Annual Report 202344
Note 11 – Trade and other receivables
Trade and other receivables are initially recognised at the fair value of the amounts to be received, plus transaction costs (if any).
They are subsequently measured at amortised cost (using the effective interest method) less impairment losses.
2023
$M
2022
$M
Trade receivables98 97
Other receivables37 17
Prepayments18 12
Trade and other receivables153 126
Current153 125
Non-current–1
Included within other receivables is $37 million of interest
receivable (30 June 2022: $11 million).
Trade receivables are non‑interest bearing and are generally on
terms of 20 working days or less.
Chorus applies the simplified approach in providing for
expected credit losses prescribed by NZ IFRS 9, which permits
the use of the lifetime expected credit loss provision for all
trade receivables. The provision for impairment losses are
either individually or collectively assessed based on number
of days overdue. Chorus takes into account the historical loss
experience and incorporates forward looking information and
relevant macroeconomic factors.
Chorus maintains a provision for impairment losses when
there is objective evidence of its customers being unable to
make required payments and makes provision for doubtful
debt where debt is more than 60 days overdue. There have
been no significant individual impairment amounts recognised
as an expense during the period. Trade receivables are net of
allowances for disputed balances with customers.
The ageing profile of trade receivables is as follows:
2023
$M
2022
$M
Not past due94 92
Past due 1–30 days4 5
98 97
Chorus has a concentrated customer base consisting
predominantly of a small number of retail service providers.
The concentrated customer base heightens the risk that a
dispute with a customer, or a customer’s failure to pay for
services, will have a material adverse effect on the collectability
of receivables.
Any disputes arising that may affect the relationship between
the parties will be raised by relationship managers and follow a
dispute resolution process. Chorus has $4 million of accounts
receivable that are past due but not impaired (30 June 2022:
$5 million). The carrying value of trade and other receivables
approximates the fair value. The maximum credit exposure is
limited to the carrying value of trade and other receivables.
Note 12 – Trade and other payables
Trade and other payables are initially recognised at fair value less transaction costs (if any). They are subsequently measured at
amortised cost using the effective interest method. Trade and other payables are non‑interest bearing and are normally settled within
30 day terms. The carrying value of trade and other payables approximates their fair values.
2023
$M
2022
$M
Trade payables66 61
Operating expenditure accruals79 54
Capital expenditure accruals38 49
Personnel accruals18 17
Revenue billed in advance90 99
Trade and other payables291 280
Current280 264
Non-current11 16
Annual Report 202345
Note 13 – Commitments
Capital expenditure
Refer to note 1 and note 2 for details of capital expenditure
commitments.
Lease commitments
Refer to note 5 for details of lease commitments.
Note 14 – Taxation
Income tax expense
Income tax expense for the current year comprises current and deferred tax, and is recognised in the Consolidated income statement,
except to the extent it relates to items recognised in the Consolidated statement of other comprehensive income or directly in equity.
In these cases, income tax expense is recognised in the Consolidated statement of other comprehensive income or directly in equity.
2023
$M
2022
$M
Recognised in Consolidated income statement
Net earnings before tax
31 106
Tax at 28%9 30
Tax effect of adjustments
Other non
‑t
axable items
7 6
Adjustments in respect of prior periods–6
Building life reassessment(10)–
Tax expense recognised in Consolidated income statement6 42
Comprising:
Current tax expense/(benefit)
– Current year
5 5
– Adjustments in respect of prior periods(1)(8)
Deferred tax expense
– Adjustments in respect of prior periods
1 14
– Depreciation, provisions, accruals, leases & other1 31
6 42
Recognised in other comprehensive income
Net movement in hedging related reserves
2 43
Net revaluation of buildings17 –
Tax expense recognised in other comprehensive income19 43
Annual Report 202346
Deferred tax
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amount used for taxation
purposes. The amount of the deferred tax is based on the
expected manner of realisation of the carrying amount of
assets and liabilities, using the tax rates enacted or substantially
enacted at reporting year end. A deferred tax asset is recognised
only to the extent it is probable it will be utilised.
The movement in the deferred tax assets and liabilities for the
period, is presented below.
Deferred tax liability/(asset)
Changes in fair
value of hedging
reserves
$M
Finance leases
$M
Network, software,
customer retention and
other intangible assets
$M
Other
$M
Unused tax
credits
$M
Total deferred
tax liability
$M
Balance at 1 July 2021(21)(72)356 18 (10)271
Prior period adjustment–––14 –14
Recognised in Consolidated statement of
financial position
––––(17)(17)
Recognised in Consolidated income statement–22 (1)10 –31
Recognised in Consolidated statement of
comprehensive income
43 ––––43
Balance at 30 June 202222 (50)355 42 (27)342
Prior period adjustment–––1 –1
Recognised in Consolidated income statement–1 5 5 –11
Recognised in Consolidated statement of
comprehensive income
2 –17 ––19
Building life reassessment––(10)––(10)
Balance at 30 June 202324 (49)367 48 (27)363
Imputation credits
Chorus has an imputation credit account balance of $135,000 as at 30 June 2023 (30 June 2022: negative $3,683,000). The account
balance was positive as at 31 March 2023 and 31 March 2022.
Note 15 – Cash, call deposits, and cash overdraft
Cash and call deposits are held with bank and financial
institution counterparties rated at a minimum of A, based on
rating agency Standard & Poor’s ratings.
There are no cash or call deposit balances held that are not
available for use. Chorus has a $10 million overdraft facility
which is used in the normal course of operations.
The carrying values of cash and call deposits approximate
their fair values. The maximum credit exposure is limited to the
carrying value of cash and call deposits.
Cash and call deposits denominated in foreign currencies
are retranslated into New Zealand dollars at the spot rate
of exchange at the reporting date. All differences arising on
settlement or translation of monetary items are taken to the
Consolidated income statement.
Cash flow
Cash flows from derivatives in cash flow and fair value hedge
relationships are recognised in the Consolidated statement of
cash flows in the same category as the hedged item.
For the purposes of the Consolidated statement of cash
flows, cash is considered to be cash on hand, in banks and
cash equivalents, including bank overdrafts and highly liquid
investments that are readily convertible to known amounts of
cash which are subject to an insignificant risk of changes in values.
Note 14 – Taxation (cont.)
Annual Report 202347
Note 16 – Equity
Share capital
Movements in Chorus Limited’s issued ordinary shares were as follows:
2023
Number of shares
(millions)
2022
Number of shares
(millions)
Balance 1 July 447 447
Dividend reinvestment plan1 5
Share buyback(12)(5)
Balance at 30 June 436 447
Chorus Limited has 435,334,308 fully paid ordinary shares
(30 June 2022: 446,512,440). The issued shares have no par
value. The holders of ordinary shares are entitled to receive
dividends as declared and are entitled to one vote per share
at meetings of Chorus Limited. Under Chorus Limited’s
constitution, Crown approval is required if a shareholder wishes
to have a holding of 10% or more of Chorus Limited’s ordinary
shares, or if a shareholder who is not a New Zealand national
wishes to have a holding of 49.9% or more of ordinary shares.
Chorus Limited issues securities to CIP based on the number
of premises passed. CIP securities are a class of security that
carry no right to vote at meetings of holders of Chorus Limited
ordinary shares but carry a preference on liquidation. Refer to
note 6 for additional information on CIP securities.
Should Chorus Limited return capital to shareholders, any return
of capital that arose on demerger may be taxable as Chorus
Limited had zero available subscribed capital on demerger.
Dividends
On 11 October 2022 and 11 April 2023, dividends of 21 cents
per share and 17 cents per share respectively were paid to
shareholders. These two dividend payments totalled $169 million
(30 June 2022: 28.5 cents, $128 million).
The dividend reinvestment plan was available for the October
2022 dividend for eligible shareholders (those resident in
New Zealand or Australia). A total of 1,160,865 shares with a
value of $9 million (30 June 2022: 4,687,851, $31 million) were
issued in lieu of dividends.
Share buyback
In February 2022, Chorus commenced an on‑market share
buyback programme. The programme will purchase up to
$150 million of shares with shares being acquired through the
NZX and ASX. As at 30 June 2023, 17,539,292 shares had been
repurchased from the market for a total of $139 million.
Long-term performance share scheme
Chorus operates a long‑term performance share scheme for
selected key management personnel. Under the legacy option
plan, selected key management personnel were issued shares.
This was superseded by a new long‑term performance share
scheme in July 2019 under which key senior management are
issued share‑rights instead of issuing shares.
The new scheme is equity settled and treated as an option plan
for accounting purposes. Each tranche of each grant is valued
separately. The absolute performance hurdle is valued using
Monte Carlo simulations.
In August 2022, Chorus issued a tranche of share rights
under the new scheme. The shares have a vesting date of
26 August 2025 and an expiry date of 26 August 2026. The grant
has an absolute performance hurdle (Chorus’ actual total
shareholder return equalling or being greater than 7% per annum
compounding) ending on the vesting date, with provision for
monthly retesting in the following twelve
‑month period. A total
of 132,084 share rights were issued in the tranche.
The combined option cost for the year ended 30 June 2023
of $524,000 has been recognised in the Consolidated income
statement (30 June 2022: $546,000).
Reserves
Refer to note 19 for information on the cash flow hedge reserve
and cost of hedging reserve.
Annual Report 202348
Note 17 – Earnings per share
The calculation of basic earnings per share at 30 June 2023 is based on the net earnings for the year of $25 million (30 June 2022:
$64 million), and a weighted average number of ordinary shares outstanding during the period of 443 million (30 June 2022:
448 million), calculated as follows:
Basic earnings per share20232022
Net earnings attributable to ordinary shareholders ($ millions)25 64
Denominator – weighted average number of ordinary shares (millions)443 448
Basic earnings per share (dollars)0.06 0.14
Diluted earnings per share
Net earnings attributable to ordinary shareholders ($ millions)
25 64
Weighted average number of ordinary shares (millions)443 448
Ordinary shares required to settle CIP equity securities (millions)95 114
Ordinary shares required to settle CIP warrants (millions)16 15
Denominator – diluted weighted average number of shares (millions)554 577
Diluted earnings per share (dollars)0.05 0.11
The number of ordinary shares that would have been required to settle all CIP equity securities and CIP warrants on issue at 30 June
has been used for the purposes of the diluted earnings per share calculation.
Note 18 – Related parties
Subsidiaries
The financial statements include Chorus Limited and it subsidiaries as listed below:
Name of entityLocation2023 ownership2022 ownership
Chorus New Zealand LimitedNew Zealand100%100%
Chorus LTI Trustee LimitedNew ZealandRemoved100%
All day‑to‑day operations of the business occur within Chorus
New Zealand Limited including the building and maintenance
of the network, sales and marketing, and the supporting
corporate function.
Transactions with related parties
Key management personnel are defined as those persons having
authority and responsibility for planning, directing, and controlling
the activities of the Group, directly or indirectly, and include the
Directors, the Chief Executive, and his direct reports. Certain key
management personnel have interests in a number of companies
that Chorus has transactions within the normal course of business.
Key management personnel compensation
2023
$000s
2022
$000s
Short term employee benefits7,6 7 2 6,738
Share based payments1,638527
9,3107, 2 6 5
This table includes gross remuneration of $1.1 million paid to
Directors (30 June 2022: $1.1 million) and $8.2 million paid to key
management personnel for the year (30 June 2022: $6.2 million).
Refer to note 16 for details of long
‑t
erm incentives.
Annual Report 202349
Note 19 – Derivatives and hedge accounting
Chorus uses derivative financial instruments to reduce its
exposure to fluctuations in foreign currency exchange rates,
interest rates and the spot price of electricity. The use of hedging
instruments is governed by the Treasury Policy approved by
the Board. Derivatives are held at fair value with an adjustment
made for credit risk in accordance with NZ IFRS 9: Financial
Instruments. The derivatives are considered Level 2 investments
as defined in note 20.
Treatment of any fair value gains or losses depends on whether
the derivative is designated as a hedging instrument. If the
derivative is not designated as a hedging instrument, the
remeasurement gain or loss is recognised immediately in the
Consolidated income statement.
Hedge accounting
Chorus designates derivatives held for hedging as either:
— C
ash flow hedges (of highly probable forecast transactions);
or
— F
air value hedges (of the fair value of recognised assets or
liabilities or firm commitments).
At inception each hedge relationship is formalised in hedge
documentation.
Derivatives in hedge relationships are designated based on a
1:1 hedge ratio. In these hedge relationships ineffectiveness is
generally driven by the effect of the credit risk on the fair value
of the derivatives, which is not reflected in the change in the
fair value of the hedged item attributable to changes in foreign
exchange and interest rates. Ineffectiveness is also recognised in
relation to the restructured interest rate swaps – refer below for
further information.
Hedge accounting is discontinued when the hedge instrument
expires or is sold, terminated, exercised, or no longer qualifies
for hedge accounting. On discontinuation, any cumulative gain
or loss previously recognised in Other comprehensive income
is recognised in the Consolidated income statement either at
the same time as the forecast transaction, or immediately if the
transaction is no longer expected to occur.
Cash flow hedges
Under a cash flow hedge, the effective portion of gains or losses
from remeasuring the fair value of the hedging instrument is
recognised in Other comprehensive income and accumulated
in the cash flow hedge reserve. Accumulated gains or losses are
subsequently transferred to the Consolidated income statement
when the hedged item affects the Income statement, or when
the hedged item is a forecast transaction that is no longer
expected to occur. Alternatively, when the hedged item results
in a non‑financial asset or liability, the accumulated gains and
losses are included in the initial measurement of the cost of the
asset or liability.
Differences in the hedged values will flow to finance expense
in the Income statement over the life of the derivatives as
ineffectiveness. Neither the magnitude or direction of these
differences can be predicted as they are influenced by external
market factors. In the current year, ineffectiveness was credit
$7 million across the hedge relationships (30 June 2022: credit
$7 million) Refer to note 4.
As long as the existing cash flow hedge relationships remain
effective, any future gains or losses will be processed through
the hedge equity reserves.
A reconciliation of movements in the cash flow hedge reserve is
outlined below:
2023
$M
2022
$M
Balance at 1 July (63)38
Changes in cash flow hedges(3)(133)
Amortisation of de‑designated cash flow hedges transferred to Income statement (7)(7)
De‑designated swaps reclassified to the income statement(1)–
Tax expense3 39
Closing balance at 30 June(71)(63)
Fair value hedges
Under a fair value hedge, the hedged item is revalued at fair
value in respect of the hedged risk. This revaluation is recognised
in the Consolidated income statement to offset the mark‑to‑
market revaluation of the hedging derivative, except for any
adjustment on the hedging derivative relating to credit risk.
Once hedging is discontinued, the fair value adjustment to the
carrying amount of the hedged item arising from the hedged
risk is amortised through the Consolidated income statement
from that date through to maturity of the hedged item. If the
hedged item is derecognised any corresponding fair value hedge
adjustment is immediately recognised in the Consolidated
income statement.
To hedge the interest rate risk and foreign currency risk on the
EUR EMTNs, Chorus uses cross currency interest rate swaps.
For hedge accounting purposes, these swaps were aggregated
and designated as two cash flow hedges and a fair value hedge.
Chorus hedges the EUR EMTNs for Euro fixed rate interest to
Euro floating rate interest via a fair value hedge. In this case, the
change in the fair value of the hedged risk is also attributed to
the carrying value of the EMTNs (refer to note 4).
Annual Report 202350
Cost of hedging
The cost of hedging reserve captures changes in the fair value
of the cost to convert foreign currency to NZD of Chorus’ cross
currency interest rate swaps on the EUR EMTNs.
A reconciliation of movements in the cost of hedging reserve is
outlined below:
2023
$M
2022
$M
Balance at 1 July3 13
Change in currency basis spreads (when excluded from the designation)7 (14)
De‑designated swaps reclassified to the income statement(3)–
Tax (benefit)/expense(1)4
Closing balance at 30 June6 3
Derivatives
Interest rate swaps
As at 30 June 2023 Chorus holds all interest rate swaps in
designated hedging relationships.
All interest rate swaps which are designated as cash flow hedges
are held in effective hedging relationships and their unrealised
gains or losses are recognised in the cash flow hedge reserve.
Chorus has also entered into two interest rate swaps which are
designated as fair value hedges. They have a combined face value
of $200 million and were entered in conjunction with the 10 year
NZD bonds issued on 2 December 2020, with the intention of
swapping the interest exposure from a fixed to a floating rate.
Restructured interest rate swaps
Three interest rate swaps have been restructured: two in
December 2018 and one in February 2020.
The two December 2018 restructured interest rate swaps
have a combined face value of $500 million and were reset in
conjunction with the resettable NZD fixed rate bond issued in
December 2018 to hedge interest rate exposure from December
2023. As part of the restructure the original hedge relationship
was discontinued and on termination there was a net present
value of $14 million recognised in the cash flow hedge reserve.
This amount was held in the cash flow hedge reserve as the
hedged item still exists and is amortised over the original hedge
period. The unamortised balance of the original fair values at
30 June 2023 is $6 million (30 June 2022: $8 million).
The interest rate swap restructured in February 2020 had a
face value of $200 million and was reset to be in conjunction
with the EUR 300 million EMTN issued in December 2019 to
hedge interest rate exposure from April 2020. The original
hedge relationship was discontinued and on termination had
a net present value of $27 million. This amount was held in the
cash flow hedge reserve as the hedged item still exists and will
be amortised over the original hedge period. The unamortised
balance of the original fair values at 30 June 2023 was
$12 million (30 June 2022: $17 million).
Cross-currency interest rate swaps
Chorus enters into cross‑currency interest rate swaps to hedge
the foreign currency and foreign interest rate risks on the EUR
EMTNs. Using the cross‑currency interest rate swaps, Chorus will
pay New Zealand Dollar floating interest rates and receive EUR
nominated fixed interest with coupon payments matching the
underlying notes.
In September 2022, Chorus repurchased EUR 291 million
($457 million) of the 2016 EMTN issuance for 99.202% of face
value. Concurrently, an equal nominal amount of cross‑currency
interest rate swaps (CCIRS) which hedged the debt were exited
to ensure the hedging relationship remains fully effective.
The residual EUR 209 million payable in October 2023 remains
fully hedged with cross‑currency interest rate swaps.
Chorus also issued EUR 500 million of EMTN in September 2022 for
a term of 7 years at an interest rate of 3.625%. Consistent with the
Chorus Treasury Policy, the debt has been fully hedged with CCIRS
to hedge the foreign currency exposure, which entitle Chorus to
receive EUR 500 million and EUR fixed coupon payments for NZD
820 million principal and NZD floating interest payments.
Chorus continues to hold cross currency interest rate swaps in
relation to the EMTN EUR 300 million issued in December 2019.
This is unchanged in the current year.
Chorus designated the EMTN and cross
‑currency interest rate
swaps into three‑part hedging relationships for each issue:
— a fair value hedge of EUR benchmark interest rates,
— a c
ash flow hedge of margin, and
— a cash flow hedge of the principal exchange.
Under the cross‑c
urrency swaps Chorus will pay and receive the
following on maturity:
Maturity
Principal –
receive leg
(EUR M)
Principal –
pay leg
($M)
EUR EMTN 209Oct 2023209 328
EUR EMTN 300 Dec 2026300 514
EUR EMTN 500 Sep 2029500 820
Note 19 – Derivatives and hedge accounting (cont.)
Annual Report 202351
Note 19 – Derivatives and hedge accounting (cont.)
Hedging instruments used (pre‑tax):
Life to date values as at
30 June 2023
Year to date values recognised during the year ended
30 June 2023
Carrying amount
of the hedging
instrument
Hedge effectiveness in
reserves
Hedge
effectiveness
Hedge
ineffectiveness
Currency
Maturity
years
Average
rate
Nominal
amount of
the hedging
instrument
$M
Assets
$M
Liabilities
$M
Change in
value used for
calculating
hedge
ineffectiveness
$M
Cost of
hedging
reserve
$M
Cash flow
hedge
(OCI)
$M
Cash flow
hedge
reclassified to
the Income
statement
$M
Fair value
hedge
recognised in
the Income
statement
$M
Recognised
in the Income
statement
$M
Cash flow hedges
Interest rate swaps
(including forward
starting)
NZD1‑7 2.53%1,464 89 –89 –12 –––
Restructured
interest rate swaps
2018 (forward
starting)
NZD6 4.41%500 2 –19 –11 2 ––
Restructured
interest rate swap
2020
NZD4 3.35%200 10 –38 –1 4 –4
Forward exchange
rate contracts
NZD:USD1‑2 0.620236 1 –1 –1 (6)––
Electricity futuresNZD1‑2 NA NA –(2)––(2)(3)––
Fair value hedges
Interest rate swaps
NZD8 Floating200 –(45)(45)–––––
Fair value and cash
flow hedges
Cross currency
interest rate swaps
NZD:EUR<1Floating328 39 –40 (1)22 (21)1 –
Cross currency
interest rate swaps
NZD:EUR4 Floating514 –(47)(45)(2)31 (31)(21)2
Cross currency
interest rate swaps
NZD:EUR7 Floating820 18 –22 (5)60 (71)(38)1
Total hedged
derivatives
4,062 159 (94)119 (8)136 (126)(58)7
Current43 (1)
Non-current116 (93)
Annual Report 202352
Life to date values as at
30 June 2022
Year to date values recognised during the year ended
30 June 2022
Carrying amount
of the hedging
instrument
Hedge effectiveness in
reserves
Hedge
effectiveness
Hedge
ineffectiveness
Currency
Maturity
years
Average
rate
Nominal
amount of
the hedging
instrument
$M
Assets
$M
Liabilities
$M
Change in
value used for
calculating
hedge
ineffectiveness
$M
Cost of
hedging
reserve
$M
Cash flow
hedge
(OCI)
$M
Cash flow
hedge
reclassified to
the Income
statement
$M
Fair value
hedge
recognised in
the Income
statement
$M
Recognised
in the Income
statement
$M
Cash flow hedges
Interest rate swaps
(including forward
starting)
NZD2‑71.50%864 77 –77 –65 –––
Restructured
interest rate swaps
2018 (forward
starting)
NZD74.41%500 –(9)7 –42 2 –2
Restructured
interest rate swap
2020
NZD53.35%200 5 –33 –20 5 –5
Forward exchange
rate contracts
NZD:USD1‑20.7065 6 6 –6 –6 –––
Electricity futuresNZD1‑3 NA NA 4 –4 –2 (4)––
Fair value hedges
Interest rate swaps
NZD9 Floating 200 –(45)(45)–––(27)–
Fair value and cash
flow hedges
Cross currency
interest rate swaps
NZD:EUR2 Floating 785 37 –42 (5)(9)9 (20)–
Cross currency
interest rate swaps
NZD:EUR5 Floating 514 –(56)(56)–(4)6 (42)–
Total hedged
derivatives
3,069 129 (110)68 (5)122 18 (89)7
Current9 –
Non-current120 (110)
All hedging instruments can be found in the derivative finance assets and liabilities within the Consolidated statement of financial
position. Items taken to the Consolidated income statement have been recognised in finance expenses (refer note 4).
Credit risk associated with derivative financial instruments is managed by ensuring that transactions are executed with counterparties
with high quality credit ratings along with credit exposure limits for different credit classes. The counterparty credit risk is monitored
and reviewed by the Board on a regular basis.
Note 19 – Derivatives and hedge accounting (cont.)
Annual Report 202353
Note 20 – Financial risk management
Chorus’ activities expose it to a variety of financial risks, including market risk (currency risk, electricity price risk and interest rate risk)
credit risk and liquidity risk. Financial risk management for currency and interest rate risk is carried out by the treasury function under
policies approved by the Board. Chorus’ Treasury Policy, approved by the Board, provides the basis for overall financial risk management.
Chorus uses derivatives to hedge its financial risk exposures and does not hold or issue derivative financial instruments for trading
purposes. The risk associated with these transactions is the cost of replacing these agreements at the current market rates in the
event of default by a counterparty.
A summary of the financial risks that impact Chorus, how they arise and how they are managed is presented below:
Nature and exposure to ChorusHow the risk is managed
Market risk
Electricity price risk
Chorus is exposed to electricity price volatility
through the purchase of electricity at spot prices.
Chorus has entered into fixed electricity futures contracts to reduce the
exposure to electricity spot price movements. These contracts are designated
as cash flow hedge relationships. A 10% increase or decrease in the spot price
of electricity, with all other variables held constant, would have minimal impact
on profit and equity reserves of Chorus.
Currency risk
Chorus’ exposure to foreign currency fluctuations
predominantly arises from foreign currency debt
and future commitments to purchase foreign
currency denominated assets. The primary
objective in managing foreign currency risk is to
protect against the risk that Chorus’ assets, liabilities
and financial performance will fluctuate due to
changes in foreign currency exchange rates.
Chorus has EUR 1,009 million foreign currency
debt in the form of EMTN.
Chorus enters into forward foreign exchange contracts and cross currency
interest rate swaps to manage the foreign exchange exposure.
The EUR EMTN has in place cross currency interest rate swaps under which
Chorus receives principal and fixed coupon payments in EUR for principal and
floating NZD interest payments. The exchange gain or loss resulting from the
translation of EMTN denominated in foreign currency to NZD is recognised
in the Income statement. The movement is offset by the translation of the
principal value of the related cross
‑c
urrency interest rate swap.
As at 30 June 2023, Chorus did not have any significant unhedged exposure to
currency risk (30 June 2022: no significant unhedged exposure to currency risk).
A 10% increase or decrease in the exchange rate, with all other variables held
constant, would have minimal impact on profit and equity reserves of Chorus.
Interest rate risk
Chorus is exposed to interest rate risk arising from
the cross‑currency interest rate swaps converting
the foreign debt into a floating rate NZD obligation
as well as loans under the syndicated bank facility
which are subject to floating interest rates. Chorus
is also exposed to changes in the fair value of the
fixed interest 2030 NZD Bond due to fluctuations in
the benchmark interest rate.
Where appropriate, Chorus aims to reduce the uncertainty of changes in
interest rates by entering into interest rate swaps to fix the effective interest
rate to minimise the cost of net debt and manage the impact of interest rate
volatility on earnings. The interest rate risk on a portion of the EUR cross
currency interest rate swaps has been hedged using interest rate swaps. Refer
to note 19 for further information.
Other risks
Credit risk
In the normal course of business, Chorus incurs
counterparty credit risk from financial instruments,
including cash, trade and other receivables, and
derivatives.
Credit risk is managed by entering into contracts with creditworthy financial
institutions.
Refer to individual notes for additional information on credit risk.
Chorus has certain derivative transactions that are subject to bilateral credit
support agreements that require Chorus or the counterparty to post collateral
to support the value of certain derivatives. As at 30 June 2023 no collateral
was posted.
Liquidity risk
Liquidity risk is the risk that Chorus will encounter
difficulty raising liquid funds to meet commitments
as they fall due or foregoing investment
opportunities, resulting in defaults or excessive
debt costs. Prudent liquidity risk management
implies maintaining sufficient cash and the ability to
meet its financial obligations.
Chorus manages liquidity risk by ensuring sufficient access to committed
facilities, continuous cash flow monitoring and maintaining prudent levels of
short
‑t
erm debt maturities.
Annual Report 202354
Interest rate risk
Analysis of Chorus’ interest rate repricing is outlined below:
30 June 2023
Within 1 Year
$M
1–2 Years
$M
2–3 Years
$M
3–4 Years
$M
4–5 Years
$M
Greater than
5 years
$M
Total
$M
Floating rate
Debt (after hedging)
370 –––––370
Fixed rate
Debt (after hedging)
328 ––514 200 1,150 2,192
CIP securities––150 ––547697
698 –150 514 200 1,6973,259
30 June 2022
Floating rate
Debt (after hedging)
635 –––––635
Fixed rate
Debt (after hedging)
190 350 ––514 700 1,754
CIP securities–––140 –473 613
825 350 –140 514 1,173 3,002
Interest rate sensitivity analysis
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and
profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange
rates, remain constant.
2023
$M
Profit / (loss)
2023
$M
Equity (increase)
/
decrease
2022
$M
Profit / (loss)
2022
$M
Equity (increase)
/
decrease
100 basis point increase1 1 1 (6)
100 basis point decrease(1) (2)(1)7
Credit risk
The maximum exposure to credit risk at the reporting date was as follows:
Notes
2023
$M
2022
$M
Cash and call deposits1576 88
Trade and other receivables11153 126
Derivative financial instruments19159 129
Maximum exposure to credit risk388 343
Refer to individual notes for additional information on credit risk.
Note 20 – Financial risk management (cont.)
Annual Report 202355
Liquidity risk
Chorus manages liquidity risk by ensuring sufficient access
to committed facilities, continuous cash flow monitoring and
maintaining prudent levels of short‑term debt maturities.
At balance date, Chorus had available $450 million under
the syndicated bank facilities (30 June 2022: $350 million).
Nil of the facilities have been drawn down as at 30 June 2023
(30 June 2022: $190 million).
The gross (inflows)/outflows of derivative financial liabilities
disclosed in the table below represent the contractual
undiscounted cash flows relating to derivative financial liabilities
held for risk management purposes and which are usually not
closed out prior to contractual maturity. The disclosure shows
net cash flow amounts for derivatives that are net cash settled
and gross cash inflow and outflow amounts for derivatives that
have simultaneous gross cash settlement (for example forward
exchange contracts).
30 June 2023
Carrying
amount
$M
Contractual
cashflow
$M
Within 1 Year
$M
1–2 Years
$M
2–3 Years
$M
3–4 Years
$M
4–5 Years
$M
5+ Years
$M
Non-derivative financial liabilities
Trade and other payables
291 291 280 11 – – – –
Leases (net settled) 181 310 24 23 22 21 19 201
Debt 2,528 2,114 751 31 31 328 226 747
CIP securities 697 1,338 – 171 – – – 1,167
Derivative financial liabilities
Interest rate swaps
Outflows
45 55 10 9 7 6 6 17
Cross currency interest rate swaps:
Inflows
– (589) (5) (5) (5) (574) – –
Outflows47 635 39 36 31 529– –
Forward exchange contracts:
Inflows
– (13) (13)– – – – –
Outflows– 12 12 – – – – –
30 June 2022
Carrying
amount
$M
Contractual
cashflow
$M
Within 1 Year
$M
1–2 Years
$M
2–3 Years
$M
3–4 Years
$M
4–5 Years
$M
5+ Years
$M
Non derivative financial liabilities
Trade and other payables
280 280 264 16 ––––
Leases (net settled)187 113 11 10 10 10 9 62
Debt2,322 2,487 45 1,409 14 14 585 420
CIP securities613 1,259 ––171 ––1,088
Derivative financial liabilities
Interest rate swaps
Outflows
54 65 6 7 8 9 9 26
Cross currency interest rate swaps:
Inflows
–(593)(4)(5)(5)(5)(576)–
Outflows56 649 28 31 31 30 529 –
Forward exchange contracts:
Inflows
–(3)(3)–––––
Outflows–21 21 –––––
Note 20 – Financial risk management (cont.)
Annual Report 202356
Master netting arrangements
Chorus enters into derivative transactions under the International
Swaps and Derivatives Association (ISDA) master agreements.
The ISDA agreements do not meet the criteria for offsetting in
the Statement of financial position, as Chorus does not currently
have any legally enforceable right to offset recognised amounts.
Under the ISDA agreements the right to offset is enforceable
only on the occurrence of future events such as a default on the
bank loans or other credit events. The potential net impact of
this offsetting is shown below. Chorus does not hold, and is not
required to post, collateral against its derivative positions.
Net derivatives after applying rights of offset under ISDA
agreements are as below:
30 June 2023
Gross amounts of financial
instruments in the statement
of financial position
$M
Related financial
instruments that are not
offset
$M
Net amount
$M
Financial assets
Other investments including derivatives
Interest rates swaps
89 (45)44
Cross currency interest rate swaps57 (47)10
Restructured interest rate swaps12 –12
Forward exchange contracts1 –1
159 (92)67
Financial liabilities
Interest rates swaps
(45)45 –
Cross currency interest rate swaps(47)47 –
Electricity futures(2)–(2)
(94)92 (2)
30 June 2022
Financial assets
Other investments including derivatives
Interest rates swaps
77 (45)32
Cross currency interest rate swaps37 (37)–
Restructured interest rate swaps5 (5)–
Forward exchange contracts6 –6
Electricity futures4 –4
129 (87)42
Financial liabilities
Interest rates swaps
(45)45 –
Cross currency interest rate swaps(56)37 (19)
Restructured interest rate swaps(9)5 (4)
(110)87 (23)
Note 20 – Financial risk management (cont.)
Annual Report 202357
Fair value
Financial instruments are either carried at amortised cost, less
any provision for impairment losses, or fair value. The only
significant variances between instruments held at amortised cost
and their fair value relate to the EMTN and the 2030 NZD Bond.
For those instruments recognised at fair value in the statement
of financial position, fair values are determined as follows:
Level 1Fair value is determined using unadjusted quoted prices from an active market for identical assets and liabilities. A market
is regarded as active if quoted prices are readily and regularly available from an exchange, a dealer, a broker, an industry
group, a pricing service or a regulatory agency and those prices represent actual and regularly occurring market
transactions on an arm’s length basis.
Level 2Fair value is determined using observable inputs – financial instruments with quoted prices for similar instruments in
active markets or quoted prices for identical or similar instruments in inactive markets. Where quoted prices are not
available, the fair value of financial instruments is valued using models where all significant inputs are observable.
Level 3Fair value is determined using significant non‑observable inputs. Financial instruments are valued using models where
one or more significant inputs are not observable.
All financial instruments held at fair value are Level 2
instruments. Relevant financial assets and financial liabilities and
their fair values are detailed in note 19.
Valuation of level 2 derivatives
The fair values of level two derivatives are determined using
discounted cash flow models. The key inputs in the valuation
models are:
InstrumentValuation input
Cross‑currency interest rate swapsForward curve for the relevant interest rate and foreign exchange rate
Interest rate swapsForward interest rate curve
Electricity swapsASX forward price curve
Foreign exchange contractsForward foreign exchange rate curves
Hedge accounting
Chorus designates and documents the relationship between
hedging instruments and hedged items, as well as the risk
management objective and strategy for undertaking various
hedge transactions. At hedge inception (and on an ongoing
basis), hedges are assessed to establish if they are effective in
offsetting changes in fair values or cash flows of hedged items.
Hedges are classified into two primary types: cash flow hedges
and fair value hedges. Refer to note 19 for additional information
on cash flow and fair value hedge reserves.
Capital risk management
Chorus manages its capital considering shareholders’ interests,
the value of its assets and credit ratings. The capital Chorus
manages consists of cash and debt balances.
The Chorus Board’s broader capital management objectives
include maintaining an investment grade credit rating with
headroom. In the longer term, the Board continues to consider a
‘BBB’ rating appropriate for a business such as Chorus.
Note 21 – Contingent liabilities
There are no contingent liabilities as at 30 June 2023.
Note 22 – Subsequent events
Dividends
On 21 August 2023 Chorus declared an unimputed dividend of
25.5 cents per share in respect of the year ended 30 June 2023.
Note 20 – Financial risk management (cont.)
Annual Report 202358
Annual Report 202359
Governance
and disclosures
60 Corporate governance framework
61 Board composition & performance
71 Board committees
73 Ethical standards
74 Reporting and disclosure
75 Remuneration and performance
83 Risk management
85 Shareholder rights and relations
86
A
dditional disclosures
92
Glossary
Annual Report 202360
This statement outlines the key aspects of our
corporate governance framework and was
approved by our Board on 18 August 2023.
As a New Zealand company listed on the NZX, our corporate
governance policies and practices meet or exceed the
standards of that market. We have adopted and fully
followed the recommendations set out in the NZX Corporate
Governance (Code). We are reporting against the 1 April 2023
edition of the Code.
Although we have an ASX “foreign exempt” listing status
1
we
also continue to take the ASX Corporate Governance Code
into account in our governance practices and policies.
Our Board regularly reviews and assesses our governance
policies, processes and practices to identify opportunities
for enhancement.
Chorus is, for the third year, publishing its sustainability
report (Sustainability Report), reflecting our ambition to
support New Zealand in its transition to be more sustainable.
The Sustainability Report contains information on our
sustainability strategy, including our environmental focus,
our commitment to strengthening the digital capability in
Aotearoa, and our commitment to helping our people thrive.
Aotearoa is also in the process of implementing mandatory
climate-related disclosures for many large companies,
including Chorus. We continue to refine our climate-related
risk and reporting framework to help New Zealand meet its
international obligations and to provide stakeholders with
meaningful climate-related information.
Our corporate governance practices and reporting against
the recommendations set out in the Code, are outlined on the
following pages (refer to the index below), in our Sustainability
Report and available at www.chorus.co.nz/governance.
Principle 1Ethical StandardsPg 73
Principle 2Board Composition & PerformancePgs 61-70
Principle 3Board CommitteesPgs 71-72
Principle 4Reporting & DisclosurePg 74
Principle 5RemunerationPg 75-82
Principle 6Risk ManagementPg 83
Principle 7AuditorsPg 84
Principle 8Shareholder Rights & RelationsPg 85
1 An ASX foreign exempt listing is based on the principle of substituted compliance. This means our primary obligation is to comply with the NZX listing
rules (as our home exchange). As a result we do not need to follow or report against compliance with the ASX Corporate Governance Code.
Our Board’s role
Our Board is appointed by shareholders and has overall
responsibility for strategy, culture, health and safety,
governance and performance.
Board membership
Our Board’s skills, experience and composition support
effective governance and decision making, positioning it
to add value.
Our Board regularly assesses its composition utilising a skills
matrix and annual evaluation processes. Training is provided
or recruitment undertaken if new or additional skills or
experience is required. This ensures diversity of thought,
skills and expertise and that our Board remains aligned with
our strategic direction.
Our constitution provides for a minimum of five and a
maximum of 12 directors.
As at 30 June 2023 we had seven directors all of whom are
independent directors. We have four male directors and three
female directors. Our CEO is not a director on our Board.
Directors are not appointed for specified terms. However,
the NZX listing rules compulsorily require that no director
term exceeds three years, requiring all directors to stand
again for re-election before their third anniversary. Due to
Chorus' succession planning, Chorus has at least one
director standing for re-election each year. Mark Cross
and Sue Bailey both stood for re-election in 2022, while
Will Irving stood for election as a new director. Patrick
Strange retired and Mark Cross was appointed as Chair in
his place. Jack Matthews and Kate Jorgensen are due to
stand for re-election in 2023.
We recognise that women and ethnic minorities are still
under-represented in the leadership of New Zealand
businesses and our Board remains actively conscious of this in
its succession planning. More information on our approach to
diversity is set out on page 79 and in our Sustainability Report,
available at www.company.chorus.co.nz/sustainability.
Corporate governance
framework
Annual Report 202361
Summary
1
of our Board’s roles and responsibilities:
Strategic objectives
and financial
performance
• Approving strategies developed by Management in support of Chorus’ purpose to achieve its strategic
objectives
• Monitoring the execution of strategies by Management
• Approving the annual budget and financial plans
• Approving major corporate initiatives
• Approving expenditure or actions that exceed the limits delegated to the CEO
Culture• Overseeing the effectiveness of Management plans to build and support a corporate culture that
champions safe, fair and inclusive workplaces
• Receiving reports from Management regarding Chorus’ culture, including employee wellbeing
Risk management•
O
verseeing the process for identifying significant risks facing Chorus
•
O
verseeing systems of risk management and internal control and compliance (including compliance
with Chorus’ legal and regulatory obligations)
• Satisfying itself that appropriate controls, monitoring and reporting mechanisms are in place
• Overseeing the effective monitoring and management of health and safety
Financial reporting•
Approving Chorus’ financial statements
•
O
verseeing the integrity of Chorus’ accounting and corporate reporting systems including liaising with
Chorus’ external auditor
Monitoring
Management’s
performance and
succession planning
•
A
ssessing the performance of the CEO
•
(
In addition to the CEO) considering the appointment and replacement of the CFO and the Chief
Corporate Officer & General Counsel
•
O
verseeing succession plans for the CEO and their direct reports
Board performance
and succession
planning
•
Reviewing the needs, size, independence, qualifications, skills, experience and composition of the
Board to ensure the right Directors with the right skills sit around the boardroom table
• Identifying and nominating (or appointing) Director candidates and overseeing Director induction and
ongoing Director professional development
• Carrying out Board succession planning, including for the Board Chair
•
E
stablishing, developing and overseeing evaluation processes to annually assess Board, Board
Committee and individual Director performance
Continuous Disclosure•
O
verseeing the process for making timely and balanced disclosure of all material information
concerning Chorus
Remuneration•
A
pproving Chorus’ remuneration policy and framework and satisfying itself that Chorus’ remuneration
policy is aligned with Chorus’ purpose, values, strategic objectives, and risk appetite
•
A
pproving material changes to employee short and long term incentive plans
Governance and
Sustainability
• Monitoring the effectiveness of Chorus’ governance policies and practices including satisfying itself that
an appropriate framework exists for information to be reported by Management to the Board
• Approving Chorus’ sustainability strategy
•
O
verseeing the social, ethical, and environmental impact of Chorus’ activities
Stakeholder
Management
• Monitoring the relationships between Chorus and key stakeholders to ensure they are productive
and healthy.
Board Charter
(Code Recommendation 2.1)
The Board has a written charter outlining the roles and responsibilities of the Board and management.
A copy of the Board Charter is available at www.chorus.co.nz/governance.
Board composition
and performance
(Code Recommendations 2.1 - 2.10)
1 Summary primarily drawn from the Board Charter.
Annual Report 202362
Our Board
(Code Recommendation 2.4)
Mark Cross
BBS (Accounting &
Finance), CA
Chair
Director since
1 November 2016
Independent
Mark is an experienced
director with more
than 20 years of
international experience
in corporate finance and
investment banking.
Mark is currently a director
of Xero and a board
member and investment
committee chair of Accident
Compensation Corporation
(ACC). He is also a former
chair of Milford Asset
Management and former
director of Z Energy, Genesis
Energy, and Argosy Property.
Mark is a member of
Chartered Accountants
Australia and New Zealand,
a chartered member of
the Institute of Directors
NZ and a member of the
Australian Institute of
Company Directors.
He was chair of our Audit
and Risk Management
Committee, and was on our
Nominations and Corporate
Governance Committee.
Mark has been appointed
as the new Chair of Chorus
following Patrick Strange’s
resignation. His appointment
took effect from the end
of the annual shareholders’
meeting in October 2022.
Kate Jorgensen
MTF, BBus, CA
Director since 1 July 2020
Independent
Kate brings a wealth of
experience in strategic,
financial, and audit
matters, with several senior
leadership positions held in
NZ's telecommunications,
infrastructure, and
construction industries.
Her focus on governance,
risk management and
sustainability has earned her
the respect of stakeholders.
Kate also serves on the
boards of Suncorp NZ and
Kiwibank. She has held senior
positions as CFO of Vodafone
NZ, KiwiRail, and Fletcher
Building's infrastructure
division. Kate is an impact
coach with the Springboard
Trust and was a member
of the Sustainable Business
Council Advisory Board.
She holds a Masters in
Technological Futures and
a Bachelor of Business, is
a Chartered Accountant of
Australia and New Zealand,
and a Chartered Member of
the Institute of Directors.
Kate is chair of our Audit
and Risk Management
Committee.
Murray Jordan
MProp
Director since
1 September 2015
Independent
Murray has extensive
experience in the
management of highly
customer focused
organisations and in
navigating extremely
complex environments,
including as managing
director of Foodstuffs North
Island, one of New Zealand’s
largest companies.
Murray has also previously
held various general manager
positions at Foodstuffs
and management roles in
the property investment
and development sectors.
He is a director of Deakin
TopCo Pty Ltd (trading
as Levande), Metlifecare,
Metcash Limited, Southern
Cross Medical Care Society,
Southern Cross Healthcare
Limited, Stevenson Group,
and a Board trustee of
Starship Foundation.
Murray is chair of our
People, Performance and
Culture Committee.
Sue Bailey
Graduate Diploma
in Marketing
(with Distinction) from
RMIT University
Director since
31 October 2019
Independent
Sue has over 30 years
experience in
telecommunications,
across fixed telephony,
mobile and broadband.
She has worked for
Telstra, Virgin Mobile and
most recently for Optus
(one of Australia's largest
telecommunication operators
with mobile, cable and
fibre networks) where
she was a member of the
executive leadership team.
From 2010 to 2013, Sue was
the CEO for Virgin Mobile
Australia, a fully owned
subsidiary of Optus. Prior
to that, she was a Senior
Vice President at Virgin
Mobile USA where her
responsibilities included
product marketing, customer
lifecycle management
and analytics. Sue’s
career began in Telstra,
where she held a range
of marketing and product
roles. Sue is a director of
CareFlight and a member
of the Australian Institute
of Company Directors.
Sue is on our People,
Performance and
Culture Committee.
Annual Report 202363
Our Board and management are committed to
ensuring our people act ethically, with integrity
and in accordance with our policies and values.
Miriam Dean
CNZM, KC
Director since
27 October 2021
Independent
As a King's Counsel and
independent director,
Miriam has extensive
experience in commercial
dispute resolution and
governance, with a specialty
in competition, consumer
and regulatory law.
Miriam also has significant
experience in the
infrastructure and regulatory
sectors, most notably as
a current director of Rau
Paenga Limited (previously
Ōtākaro Limited), tasked with
supporting and delivering
infrastructure around Aotearoa
for various government
agencies, a former director of
Crown Infrastructure Partners,
a former deputy chair of
Auckland Council Investments,
and a former deputy chair of
the Commerce Commission.
Miriam is currently chair of the
Banking Ombudsman Scheme,
deputy chair of the Real Estate
Institute of New Zealand, and
a member of a number of
central and local government-
related advisory boards.
Miriam is on our People,
Performance and Culture
Committee.
Will Irving
LL.B. (Hons), BCom
Director since
26 October 2022
Independent
Will has more than 25 years
of telecommunications
industry experience having
held a range of senior roles
in the telecommunications
industry in Australia ranging
across strategy, wholesale,
small and medium business
customer sales and
service and as a lawyer.
Currently, he is the Chief
Strategy and Transformation
Officer at NBN Co Limited
in Australia, the company
established to design, build
and operate Australia’s
wholesale broadband
access network.
Prior to this role, Will
held wholesale and
retail customer sales and
service roles as Interim
CEO of Telstra InfraCo,
Group Executive of Telstra
Wholesale and Group
Managing Director of
Telstra Business. Prior to his
commercial management
roles, Will was Group General
Counsel of Telstra and before
that held a range of legal
roles, having commenced his
legal career at what is now
King & Wood Mallesons.
Will is a member of
our Audit and Risk
Management Committee.
Jack Matthews
BA Philosophy, College of
William and Mary
Director since 1 July 2017
Independent
Jack is an experienced
director who has held a
number of senior leadership
positions within the media,
telecommunications and
technology industries in
Australia and New Zealand.
Jack has extensive
telecommunications industry
experience having
been CEO
of TelstraSaturn during the
period they deployed their
HFC network i n New Zealand,
as well as a former director
of Crown Fibre Holdings, the
Crown agency overseeing
the rollout of New Zealand’s
fibre infrastructure network.
Formerly, Jack was CEO
of Fairfax Media’s Metro
Division, CEO of Fairfax
Digital and Chief Operating
Officer of Jupiter TV (Japan).
Jack is currently the chair
of
Lodestone Energy and
a director of New Zealand
Golf Network Limited,
and a former director
of Plexure Group,
The Network for
Learning,
APN Outdoor Group and
Tr ilogy International.
Jack is a member of our
Audit and Risk Management
Committee.
Annual Report 202364
Jack Matthews and Kate Jorgensen are retiring by
rotation and standing for re-election at our 2023 Annual
Shareholders’ Meeting (ASM).
Our Board has determined that collectively its directors
have a broad range of managerial, financial, accounting and
industry skills and experience in the key areas set out on the
following page.
A summary of current directors skills, experience
and qualifications is set out on our website at
www.chorus.co.nz/governance.
As the Chorus business evolves, so too does the Board.
Chorus’ beginnings were focused on infrastructure build and
project management. With the success of the build,
we are now focused on connecting customers and their
experience as well as future connectivity and non-regulated
revenue opportunities. The Board is also focused on the
increasing risks and impacts of climate change, and how
that fits into Chorus' overall strategy. The Board considers
it is important to balance both specialist expertise and the
ongoing need for strong general commercial expertise.
Figure 3:Figure 4:
Director tenureBoard gender diversity
DirectorAppointedLast elected at ASM
Murray Jordan20152021
Mark Cross20162022
Jack Matthews20172020
Sue Bailey20192022
Kate Jorgensen20202020
Miriam Dean20212021
Will Irving20222022
0–3 years
4–6 years
6+ years
Female
Male
29%
14%
57%43%
43%
43%
Annual Report 202365
The following table reflects the strengths of the current Board based on a mix of key skills and experiences that are currently
relevant for Chorus.
Skill/experienceDescriptionCombined Board
Capital markets
and investment
Experience in, and understanding of, capital markets, market regulation,
capital investment and the investor experience
Communications
connectivity and
technology
Understanding, expertise and/or experience in communications connectivity,
adopting new technologies, leveraging and implementing technologies
Governance –
financial, audit,
legal, listed company
Experience with, and a commitment to, high corporate governance standards
including in listed companies
Understanding financial business drivers, and/or experience implementing or
overseeing financial accounting, external reporting and internal financial controls
Physical infrastructure
and operations
including contracting,
safety and risk
Experience in leading, and/or understanding of, physical infrastructure
operations, including contracting
Commitment and experience in management of workplace safety
Experience anticipating and identifying key risks and monitoring the effectiveness
of risk management frameworks and controls
Governance –
executive experience
in large businesses
Executive experience in leading large businesses, developing and implementing
strategy and strategic objectives, assessing business plans and driving execution
Infrastructure
regulation
Understanding the current and developing regulatory environment, complexities
and actual and potential impacts
Expertise identifying and managing legal, regulatory, public policy and corporate
affairs issues
Customer
experience
Experience in customer-led transformation, customer focus (at both a retailer and
consumer level) and/or customer centric organisations in competitive industries
Moderate experienceSome experienceSubstantial experience
Annual Report 202366
Appointment
(Code Recommendations 2.2 & 2.3)
Our Board may appoint additional directors to our Board or
to fill a casual vacancy. Any director appointed by the Board
is required to stand for election at the next ASM.
The independence, qualifications, skills and experience
needed for the future and those of existing Board members
are reviewed by the Board before appointing new directors.
External advisors are also engaged to identify
potential candidates.
To be eligible for selection, candidates must demonstrate
appropriate qualities and satisfy our Board they will commit
the time needed to be fully effective in their role.
Appropriate checks are undertaken before a candidate
is appointed or recommended for election as a director,
including as to the person’s character, experience, education,
criminal record and bankruptcy history.
Shareholders may also nominate candidates for appointment
to our Board. In addition, under the agreements entered into
with CIP relating to our UFB programme, CIP is entitled to
nominate one person as an independent director, however
CIP have never exercised this entitlement. Should this occur,
our Board must consider this nomination in good faith, but the
appointment (and removal) of any such person as a director is
to be made by shareholders in the same way as other directors.
We have written agreements with each non-executive
director setting out the terms of their appointment, including
obligations and responsibilities, compliance with our policies
(including code of ethics and securities trading) and ongoing
professional development.
No person who is an 'associated person' (as defined in
Chorus' Constitution) of a telecommunications services
provider in New Zealand may be appointed or hold office
as a director.
Minimum shareholding policy
Chorus' Minimum Shareholding Policy sets the expectation
on directors to hold, at a minimum, shares equal in value to
one year's director base fee (after tax). If not held at their date
of appointment, the policy expects directors to accumulate
this holding over the first three years from that date.
Diversity, equity and inclusion policy
(Code Recommendation 2.5)
Information about Chorus' approach to diversity,equity and
inclusion is found on page 79 of this report.
Director induction and professional development
(Code Recommendation 2.6)
Our director induction programme ensures new directors
are appropriately introduced to management and our
business, provides directors with relevant industry knowledge
and familiarises them with key governance documents and
key stakeholders.
Our directors are expected to continue ongoing professional
development to ensure they maintain appropriate expertise
to effectively perform their duties.
We hold dedicated Board education sessions covering a
range of topical matters, both technical and cultural.
Visits to our operations, briefings from key management,
industry experts and key advisers, together with educational
and stakeholder visits, are also arranged for our Board.
Annual Report 202367
Review and evaluation of Board performance
(Code Recommendation 2.7)
Our Board evaluates its performance each year. As part of
this process our chair meets with directors individually to
discuss performance.
Our Board also formally engages in annual reviews of our
Board chair, and chairs of our standing Board committees.
In addition to Board performance reviews, our Board
takes a future focused approach to future Board capability,
composition and the potential contribution of each
existing director.
Independent advice
A director may, with our chair’s prior approval, obtain
independent professional advice (including legal advice)
and request the attendance of advisers at Board and Board
committee meetings. No external advice was sought this year.
Independence
(Code Recommendations 2.4 & 2.8)
All our directors, including our Board chair, are independent
directors.
When assessing independence, our Board will consider
whether a director is free of material relationships with Chorus
(other than as a director) and other relationships that could
influence, or could reasonably be perceived to influence, the
director's capacity to bring an independent view to decisions
about Chorus.
Our Board has not set financial materiality thresholds for
determining independence but considers materiality in the
context of each relationship and from the perspective of the
parties to that relationship.
Delegation of authority
Our Board has overall responsibility for strategy, culture,
health and safety, governance and performance.
Implementation of our Board approved strategy, business
plan and governance frameworks, and responsibility for
developing our culture and health and safety practices, is
delegated by the Board to management through the CEO.
As such our CEO (with the support of his executive team) is
responsible for Chorus’ day-to-day management, operations
and leadership, reporting to the Board on key performance,
management and operational matters.
Our CEO sub-delegates authority to his executive team and
they sub-delegate their authority to other Chorus employees
within specified financial and non-financial limits.
Formal policies and procedures govern the parameters and
operation of these delegations.
Our CEO is not a director on our Board.
Annual Report 202368
Director interests and trading
(Code Recommendation 2.4)
As at 30 June 2023, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)
in approximately 0.059% of shares as follows:
Current Directors
Interest as at 30 June 2023Transactions during the reporting period
DirectorSharesInterestNumber
of shares
Nature of transactionConsiderationDate
Mark Cross30,711Beneficial owner as beneficiary
of Alpha Investment Trust;
power to exercise voting
rights and acquire/dispose of
financial products as director
of trustee.
555Acquisition of shares
on reinvestment of
dividends under Chorus’
dividend reinvestment
plan
$4,239.0911 October 2022
Kate Jorgensen12,975Registered holder and
beneficial owner
––––
Murray Jordan124,010Registered holder and
beneficial owner of ordinary
shares as trustee and
beneficiary of Endeavour Trust
2,243Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$1 7, 1 32 . 0311 October 2022
Sue Bailey35,000Registered holder and
beneficial owner
5,000On market acquisition$38,520.4314 March 2023
Miriam Dean5,000Registered holder and
beneficial owner of ordinary
shares as trustee and
beneficiary of the Miriam Dean
Trust
5,000On market acquisition$40,070.5031 August 2022
Will Irving30,000Registered holder and
beneficial owner
15,000On market acquisition$119,97321 February 2023
15,000Initial Disclosure Notice–26 October 2022
Jack Matthews19,881Registered holder and
beneficial owner
360Acquisition of shares on
reinvestment of dividends
under Chorus’ Dividend
Reinvestment Plan
$2,749.6811 October 2022
Annual Report 202369
As at 30 June 2023, directors had a relevant interest (as defined in the Financial Markets Conduct Act 2013)
in approximately 0.024% of Chorus’ NZX bonds maturing December 2028 as follows:
Interest as at 30 June 2023Transactions during the reporting period
DirectorBondsInterestNumber
of bonds
Nature of transactionConsiderationDate
Murray Jordan100,000Registered holder and
beneficial owner as
trustee and beneficiary
of Endeavour Trust
––––
Miriam Dean20,000Registered holder and
beneficial owner as
trustee and beneficiary
of the Miriam Dean Trust
––––
Changes in Director interests
Mark CrossRetired as a director of Milford Asset Management Limited, Milford Capital Investments Limited, Milford Funds
Limited, Milford Private Equity Limited, Milford Prived Wealth Limited, Mitre Peak Nominee 1 Limited, MPE II GP
Limited, MPE III GP Limited.
1
Murray JordanBecame a board member of Deakin TopCo Pty Ltd (trading as Levande).
2
Jack MatthewsRetired as a director of Plexure Group.
3
Sue BaileyNone
Miriam DeanNone
Patrick StrangeRetired as a director of Chorus Limited and Chorus New Zealand Limited.
4
Kate JorgensenBecame a board member of Suncorp Group (Vero Liability Insurance Ltd, Asteron Life Ltd, and Vero Insurance NZ Ltd.).
5
Became a board member of Kiwibank Limited.
6
Retired as a board member of the Graeme Dingle Foundation.
7
Will IrvingNone
Notes:
1 From 1 July 2022.
2 From 29 July 2022.
3
From 20 September 2022.
4 From 26 October 2022.
5
From 1 September 2022.
6 From 1 June 2023.
7
F
rom 22 June 2023..
Annual Report 202370
Board chair
(Code Recommendations 2.9 & 2.10)
Our chair is elected by the Board and must be a non-executive, independent director.
The chair’s responsibilities include:
• Leading the Board;
• Setting the agenda for Board meetings in consultation with the CEO;
• Facilitating the effective contribution of all directors;
• Promoting constructive relationships between directors and management; and
• Leading stakeholder relationships
The chair’s other commitments must not hinder his or her effective performance in the role.
Board and Board committee meeting attendance in the year ended 30 June 2023
(Code Recommendation 2.4)
Regular Board
meetings
Other Board
meetings
1
ARMCPPCCRegulatory
Sub‑Committee
Total number of
meetings held
84444
Mark Cross
2
7314
Kate Jorgensen8444
Murray Jordan8444
Sue Bailey8444
Miriam Dean8444
Will Irving
3
7233
Jack Matthews8444
Patrick Strange
4
231
JB Rousselot is not a director, but has attended 100% of all Board meetings (except for director-only sessions).
Notes:
1 Includes dedicated Board education, and strategy and business planning, meetings. Directors also have health and safety site visits each year.
2 Mark Cross, as Board chair, attends all Board committee meetings. As he is no longer a formal member of the ARMC or PPCC (following his
appointment as Board Chair in October 2022), that attendance is not noted in the table following his appointment date.
3 Will Irving was elected to the Board effective 26 October 2022. He attended 1 regular and one other meeting as an observer.
4
P
atrick Strange retired from the Board effective 26 October 2022.
Annual Report 202371
Two standing Board committees and one ad-hoc sub-
committee also assist our Board in carrying out its
responsibilities. Some Board responsibilities, powers and
authorities are delegated to those committees.
Board committees assist our Board by focusing on specific
responsibilities in greater detail than is possible for the Board
as a whole. Each standing Board committee and the ad-hoc
sub-committee has a Board approved charter and chair.
Committee members are appointed by our Board. Chorus
employees only attend Committee meetings at the invitation
of the Committee.
Other committees may be established and specific
responsibilities, powers and authorities delegated to those
committees and/or to particular directors.
(Code Recommendations 3.4)
The Nominations and Corporate Governance Committee
was disestablished in 2022, with its' responsibilities for
director appointment, evaluation, succession planning,
education and Board governance now undertaken by the
Board. It was disestablished to streamline the governance
framework following an internal review of the committees.
It is planned to disestablish the Regulatory Sub-Committee
in the first quarter of FY24, with future regulatory
responsibilities being undertaken by the Board.
Our
Shareholders
Chorus
Limited Board
CEO
Executive
Team
Our
People
Audit and Risk
Management Committee
People, Performance and
Culture Committee
Regulatory Sub‑Committee
Board committees
(Code Recommendations 3.1 - 3.6)
Audit and Risk Management Committee (ARMC)
(Code Recommendations 3.1)
RoleOur ARMC assists our Board in overseeing our risk and financial management, accounting, audit and financial
reporting
MembersKate Jorgensen (chair), Jack Matthews, Will Irving
IndependenceAll committee members are non-executive independent directors. The Board chair cannot also be the ARMC
chair.
Responsibilities•
Overseeing the quality and integrity of external financial reporting, financial management, internal controls and
accounting policy and practice
• Regularly reviewing principal risk reporting
• Recommending to our Board the appointment, and if necessary removal, of the external auditor
•
A
ssessing the adequacy of the external audit and independence of the external auditor
•
Reviewing and monitoring the internal audit plan and reporting
• Overseeing the independence and objectivity of the internal audit function
•
R
eviewing compliance with applicable laws, regulations and standards
•
Overseeing and monitoring progress in the implementation of Chorus' climate strategy.
Annual Report 202372
People, Performance and Culture Committee (PPCC)
(Code Recommendation 3.3)
RoleOur PPCC assists our Board in overseeing people, culture and related policies and strategies
MembersMurray Jordan (chair), Miriam Dean, Sue Bailey
IndependenceAll committee members are non-executive independent directors
Responsibilities•
R
eviewing people and remuneration strategies, structures and policies
•
A
pproving annual remuneration increase guides and budgets
•
R
eviewing candidates for, and the performance and remuneration of, our CEO
•
A
pproving, on the recommendation of our CEO, the appointment of our CEO’s executive direct reports (except
our CFO and Chief Corporate Officer & General Counsel whose appointment is approved by our Board)
•
R
eviewing our CEO’s performance evaluation of his executive direct reports
• Developing and annually reviewing and assessing diversity, equity and inclusion and its reporting
• Overseeing recruitment, retention and termination policies and procedures for senior management
• Making recommendations (including proposing amendments) to our Board with respect to senior executive
(including CEO) incentive remuneration plans / policies
•
A
nnually reviewing non-executive director remuneration.
Ad-hoc Regulatory Sub-Committee
(Code Recommendation 3.5)
RoleOur Regulatory Sub-Committee assists the Board in overseeing Chorus’ regulatory strategies and meeting Director
certification obligations required by Chorus' regulator from time to time
MembersMark Cross (chair), Kate Jorgensen, Miriam Dean, Jack Matthews, Sue Bailey, Murray Jordan, Will Irving
IndependenceAll committee members are non-executive independent directors
Responsibilities•
Oversee strategy for Chorus as it relates to Chorus’ general regulatory settings and environment both inside and
outside of the Price Quality and Information Disclosure (PQID) regulatory regime
• Oversee strategy for Chorus as it transitions to the PQID regulatory regime (which took effect from
1 January 2022) including the business transformation required to operate effectively under PQID
• Oversee a regulation evolution strategy to support changing commercial circumstances including regulatory
settings outside of Chorus’ PQID requirements
•
Provide certifications to accompany mandatory reporting to the regulator, consider regulatory risk
management, and review any decisions or findings of the regulator regarding the regulatory regime.
Takeovers protocol
(Code Recommendation 3.6)
We have a takeovers protocol setting out the procedure to
be followed if there is a takeover offer, including managing
communications between insiders
and the bidder and engagement of an independent
adviser. The protocol includes the option of establishing
an independent takeover committee, and the likely
composition and implementation of that committee.
Annual Report 202373
Codes of ethics
(Code Recommendation 1.1)
Directors and employees are expected to act honestly and
with high standards of personal integrity. Codes of ethics
for our directors and employees set the expected minimum
standards for professional conduct. These codes facilitate
behaviours and decisions that are consistent with our values,
business goals and legal and policy obligations, including in
respect of:
•
Conflicts of interest;
• Gifts and personal benefits;
•
A
nti-bribery and corruption;
•
U
se of corporate property, opportunities and information;
• Confidentiality;
•
C
ompliance with laws and policies; and
•
R
eporting unethical behaviour.
We have communicated our codes of ethics and provided
annual training to our directors and employees. Our people
are also encouraged to report any unethical behaviour,
including quarterly reporting of any potential conflicts.
This process is subject to internal audit. All reported breaches
are investigated.
Chorus also has a dedicated whistle-blower email address
and phone number monitored by PwC as part of our risk
management framework to allow confidential reporting of
serious misconduct or wrongdoing and suspected fraud
or corruption. For more information, see the 'Thriving
People' section of our Sustainability Report available at
http://company.chorus.co.nz/reports
Trading in Chorus securities
(Code Recommendation 1.2)
All trading in Chorus securities by directors and employees must
be in accordance with our Securities Trading Policy. That policy
prohibits trading in Chorus securities while in possession of
inside information and requires, amongst other things:
• Directors to notify, and obtain consent from, the chair (or
in the chair’s case, the ARMC chair) before trading; and
• Employees identified as potentially coming across market
sensitive information in the course of their employment
(“restricted persons”), to obtain consent from our Chief
Corporate Officer & General Counsel (or in our Chief
Corporate Officer & General Counsel’s case, our Board
chair) before trading.
Trading in Chorus shares or NZX listed bonds by directors is
disclosed to our Board, the NZX and ASX. Trading by “senior
managers” is disclosed to the NZX.
Ethical standards
(Code Recommendations 1.1 & 1.2)
Annual Report 202374
Chorus reviews its disclosure regularly as a key measure of
good governance.
The Board’s aim is to improve our disclosures each year,
including our remuneration reporting, based on market
research and feedback from investors and other stakeholders.
Market disclosures
(Code Recommendation 4.1)
We are committed to providing timely, factual and accurate
information to the market consistent with our legal and
regulatory obligations.
We have a Board approved Disclosure Policy and a CEO
approved Market Disclosure Policy setting out our disclosure
practices and processes in more detail.
Our disclosure policies are designed to ensure:
•
Roles of directors, executives and employees are clearly
set out.
•
Appropriate reporting and escalation mechanisms
are established.
•
There are robust and documented confidentiality protocols
in place where appropriate.
•
O
nly authorised spokespersons comment publicly, within
the bounds of information which is either already publicly
known or non-material.
Key Governance Documents
(Code Recommendation 4.2)
Chorus’ website has a dedicated governance section that
contains information about our Board, the Board committees
(including the Board and committee charters) and key
policies that outline our core governance structures and
processes. These include policies and codes covering areas
such as ethics, health & safety, modern slavery, diversity,
equity and inclusion, compliance, remuneration, risk
management and whistle blowing. The governance section
can be found at https://company.chorus.co.nz/governance
Reporting
(Code Recommendation 4.3)
Chorus’ financial reports are prepared in a manner that is
balanced, clear and objective. The financial statements in this
Annual Report are prepared in accordance with NZ GAAP and
comply with NZ IFRS.
Non-financial disclosures
(Code Recommendation 4.4)
In addition to the Annual Report containing our financial
statements, we publish a sustainability report which contains
information on our sustainability strategy, including our
environmental focus, our commitment to strengthening the
digital capability in Aotearoa, and our commitment to helping
our people thrive.
Further information about our approach to sustainability
and the Sustainability Report can be found at
https://company.chorus.co.nz/sustainability
Our approach to tax
We take our tax obligations seriously and work closely with
Inland Revenue to ensure we meet our tax obligations.
We obtain external advice and Inland Revenue’s views
(through informal correspondence, determinations or rulings)
in respect of unusual or material transactions.
As we operate only in New Zealand all our tax is paid in
New Zealand at the prevailing corporate tax rate (currently
28%). We have paid all taxes we owe and all tax compliance
obligations are up to date.
Reporting
and disclosure
(Code Recommendations 4.1 - 4.4)
Annual Report 202375
Remuneration
and performance
(Code Recommendations 5.1 - 5.3)
Our remuneration model
(Code Recommendation 5.1)
Our remuneration model is designed to enable the
achievement of our strategy, whilst ensuring that
remuneration outcomes are aligned with employee and
shareholder interests.
The PPCC supports the Board to fulfil their remuneration
obligation by overseeing our remunerating strategy and policy.
There were no material changes to Chorus’ remuneration
strategy or policy in FY23. The policy is designed around six
guiding principles:
1
2
3
4
5
6
Fair to all – employees and shareholders, sharing
in the success of Chorus.
Supports a Performance focused culture.
Valued by our people.
Simple to understand and administrate.
Market — aligned with our competitors.
Point of difference — how we know it is Chorus.
Commitment to pay equity and alignment with our
shareholders’ expectations.
Rewards aligned with performance.
We have a diverse workforce and aim to provide an appropriate
suite of rewards that provide value, now and in the future.
Simplicity promotes understanding, clarity and perceptions
of fairness.
We ensure we are not over or underpaying our people through
robust market analysis that guides our decisions on remuneration.
Supports Chorus’ strategy, values, purpose and employee
value proposition.
Remuneration principles What does this mean?
Our remuneration policy sets out our approach to
remuneration for both directors and employees (including the
CEO and his direct reports).
(Code Recommendation 5.2)
The CEO and members of the executive leadership team have
the potential to earn a long term incentive (LTI) and short term
incentive (STI). Both STI and LTI are deemed at risk because the
outcome is determined by performance against a combination
of pre-determined financial and non-financial objectives.
Fixed remuneration
Fixed remuneration (not at risk) consists of base salary and
other benefits including KiwiSaver. Fixed remuneration
is adjusted each year based on data from independent
remuneration specialists. Employees’ fixed remuneration is
based on a matrix of their own performance and their current
position when compared to the market.
Short term incentive
Senior employees were invited to participate in the FY23 STI
scheme. The FY23 STI is an at risk component payment, that
is set as a percentage of fixed remuneration, from 15% to
35% based on the complexity of the role (the CEO’s STI is a
higher percentage of fixed remuneration). STI payments are
determined following a review of company and individual
performance and paid out at a multiplier of between 0x
and 1.25x for the CEO and executive leadership team, and
between 0x and 1.4x for all other employees.
Company performance goals are set and reviewed annually
by our Board to align with shareholder value. A continued
emphasis on customer experience was supplemented by a
new focus on revenue growth for the FY23 STI measures.
See figure 5.
Annual Report 202376
The Board has agreed the FY24 STI scheme will have similar
focus areas and weightings as the FY23 scheme, with the
addition of climate-related targets as a new focus area.
A gateway goal is fundamental to the STI structure. This
ensures a preliminary threshold of financial success and
affordability, before any other measures can be considered
for potential STI payments. If the gateway goal is not
achieved, no STI is payable.
The STI payment is at the ultimate discretion of the Board
and is based on performance against key financial and non-
financial measures. Some of the non-financial measures
include targets associated with health and safety, overall
team engagement scores (including both DE&I and Health
and Wellbeing scores), and gender balance and mix of teams.
As an example of how the STI is calculated, an employee with
fixed remuneration of $100,000 and an STI element of 15%
may receive between $0 and $29,400 depending on the level
of company performance (0x to 1.4x multiplier) multiplied by
their individual performance (0x to 1.4x multiplier). Individual
performance is assessed by what employees achieve within
their role (70%) and how they perform their role (30%).
Long term incentives
We offer an executive LTI share scheme to align the interests
of executives and shareholders and encourage longer term
decision making. This at risk payment is described in Note 16
of the financial statements on page 47.
To further align executive and shareholder interests,a minimum
shareholding policy was introduced in 2019. This requires
executives to hold a minimum of 25% of their after tax base
remuneration in Chorus shares. The CEO is required to hold
30% of their after tax base remuneration in Chorus shares.
The LTI scheme remained unchanged for the 2022 grant. It is an
absolute rather than a relative return based scheme. A blended
total shareholder return rate was adopted to reflect the
regulated WACC set for Chorus’ fibre assets. This incorporates
a weighted cost of equity calculation, proportional to
the regulated versus non-regulated components of the
business and based on relative enterprise value. A 0.75%
stretch percentage was added to the weighted cost of equity
calculation to determine the three-year performance hurdle.
The Board has commissioned an independent review of the
2023 grant and one of the considerations is the removal
of the current retesting provision, as well as changing the
vesting method from the current cliff method where a
grant 100% vests on reaching the performance hurdle, to a
progressive vesting scale where the grant vests in stages on
meeting agreed hurdles.
MeasuresFY23 targetFY23 actualFY23 achieved
EBITDA: gateway hurdle of $625m
1
EBITDA.
Year end target aligned with objective of modest
underlying EBITDA growth.
$665m
1
$682m
1
Exceeded
target
Customer experience – fibre fault restoration as
measured by average consumers’ scores (target of
8.2 over three months to 30 June)
8.27. 8Did not
meet target
Customer experience – intact fibre connection as
measured by average consumers’ scores (target of
7.6 over three months to 30 June)
7.67. 3Did not
meet target
Revenue growth: grow FY22 revenue by at least 1%$965m
+1%
$980m
(+1 .6%)
Exceeded
target
Strategy and execution: qualitative assessment
by Board based on long‑term business initiatives
including progress of RP2 proposal, non fibre
initiatives, growth and Diversity, Equity, and Inclusion.
VariousAs assessed
by the Board
Met target
1 The FY23 Gateway hurdle, FY23 target and FY23 actual figures represent underlying EBITDA (for more
information on underlying FY23 EBITDA, refer to the investor presentation released to the market on or
about 21 August 2023).
Figure 5:
FY23 STI Goals
20%
20%
10%10%
40%
Annual Report 202377
Chief Executive Officer employment agreement
and remuneration
(Code Recommendation 5.3)
JB Rousselot’s employment agreement reflects standard
conditions that are appropriate for a senior executive of a
listed New Zealand company. The employment agreement
may be terminated by:
— e ither he or Chorus giving six months' notice in writing;
— Chorus without notice in the case of serious misconduct,
serious breach (including substantial non-performance) or
other cause justifying summary dismissal; or
— C horus immediately, if the Board forms the view that
substantial incompatibility and/or irreconcilable differences
have developed with him, or the Board otherwise wishes
to terminate his employment when he is not at fault
(including a redundancy situation or medical incapacity).
Our CEO has a significant portion of his remuneration
linked to performance and at risk. His total remuneration is
determined using a range of external factors, including advice
from remuneration specialists, and is annually reviewed by
the PPCC and Board.
CEO remuneration performance and pay
The scenario chart below demonstrates the elements of the
CEO remuneration design in the year ended 30 June 2023.
0
$ Thousands
FIXEDONPLANMAXIMUM
4,000
3,000
2,000
1,000
100%57%
43%
43%
57%
Done
BaseAnnual variable
The chart does not include any income from the LTI scheme.
The CEO has received four LTI grants ($319,829 in 2019, which
vested in August 2022; $412,500 in 2020; $420,750 in 2021;
and $441,788 in 2022) with the 2020 grant being tested for
vesting in August 2023.
CEO remuneration for FY22 and FY23 was:
Fixed remuneration
STILTITotal remuneration
J B RousselotFY23 1,338,7501,138,607532,369
1
3,009,726
J B Rousselot
FY221,275,0001 , 147, 5 0 0—2,442,500
Other benefits paid to JB Rousselot: Chorus KiwiSaver contribution FY23 $76,207.99 and FY22 $61,355.
1 The 2019 LTI grant of $319,829 worth of share rights vested in August 2022 at a value of $532,369.
Five year summary of CEO remuneration:
CEOTotal remuneration
% STI awarded
against maximum
% LTI awarded
against maximum
Span of LTI
performance period
J B RousselotFY23$3,009,72665%100%2019-2022
FY22$2,442,50067%
— —
FY21$2,018,75047%— —
FY20
2
$1,425,253 66%— —
Kate McKenzieFY20
3
$588,325 — — —
FY19 $2,068,560 53%— —
2 Pro-rated from start date of 20 November 2019.
3 Pro-rated to end date of 20 December 2019.
Annual Report 202378
The table below outlines the CEO’s STI and LTI schemes for the performance period ending 30 June 2023
1
:
DescriptionPerformance measuresPercentage achieved
STISet at 75% of base remuneration. Based
on key financial and non-financial
performance measures.
• Company performance – see FY23
STI Goals on page 76 for weightings.
• Individual performance – based
on business fundamentals (both
financial and non-financial), customer
experience and strategic initiatives
including health and safety and DE&I.
65%
LTI – 2019Three-year grant made November
2019, equivalent to 33% of base
remuneration.
•
C
horus TSR performance over grant
period must exceed 10.35% on an
annualised basis, compounding.
100% vested in
August 2022.
LTI – 2020Three-year grant made August
2020, equivalent to 33% of base
remuneration.
•
C
horus TSR performance over grant
period must exceed 9.65% on an
annualised basis, compounding.
Assessed August 2023
with possible retesting
3
up to August 2024.
LTI – 2021Three-year grant made August
2021, equivalent to 33% of base
remuneration.
•
Chorus TSR performance over grant
period must exceed 6.2%
2
on an
annualised basis, compounding.
Assessed August 2024
with possible retesting
3
up to August 2025.
LTI – 2022Three-year grant made August
2022, equivalent to 33% of base
remuneration.
•
Chorus TSR performance over grant
period must exceed 7%
2
on an
annualised basis, compounding.
Assessed August 2025
with possible retesting
3
up to August 2026.
1 The STI payments for FY23 will be paid in FY24.
2 A blended rate which incorporates a weighted cost of equity calculation proportional to the regulated versus non regulated components of the
business, based on relative Enterprise Value has been used. A 0.75% stretch percentage is added to determine the three-year performance hurdle.
3
If the performance hurdles are not met by the initial vesting date, they are assessed monthly for a period of 12 months (noting the hurdle continues
to increase).
STI & LTI Schemes
Annual Report 202379
30 June
2018
30 June
2019
30 June
2020
30 June
2021
30 June
2023
30 June
2022
Chorus
NZX50
Percentage return
-50.00
0.00
50.00
100.00
150.00
Total Shareholder Return (TSR) performance
The graph above shows Chorus’ TSR performance against the NZX50 between 30 June 2018 and 30 June 2023.
Executive shareholding
For the year ended 30 June 2023, Chorus executives held
shares in Chorus as shown in the table below.
ExecutiveCurrent
Holdings
1
Shares Rights
Eligible to
Convert in
2023
2
Andrew Carroll
3
109,01119,897
Ed Hyde
3
30,85816,033
Elaine Campbell28,58914,572
Ewen Powell76,91413,776
JB Rousselot41,96858,947
Shaun Philp
3
38,79612,918
Tot al326,136 136,143
1 As at 30 June 2023.
2 If the 2020 LTI hurdles are met, the share rights will be converted
to shares in Q2 FY24. In addition, this will also include any share rights
in lieu of dividends not yet distributed.
3
Executives are leaving in FY24 and have been granted good leaver
status for the 2020 Grant
Diversity, Equity and Inclusion
(Code Recommendation 2.5)
Chorus’ Diversity and Inclusion Policy (available in the
Governance section of our website) provides a framework
for our current and future diversity and inclusion initiatives.
Each year, the Chorus Board sets measurable objectives to
promote diversity and inclusion. An overview of the agreed
FY23 D,E & I measures and the outcomes achieved can be
found in our Sustainability Report.
We had four male and three female directors at 30 June 2023
(30 June 2022: four male and three female directors).
Our executive (officers or senior managers) comprising our
CEO and his leadership team had six males and one female
at 30 June 2023 (30 June 2022: six males and one female).
Based on the annual review of effectiveness of our Diversity,
Equity & Inclusion (D,E&I) Policy and our measurable diversity
metrics and objectives, our Board considers that overall
we are making good progress towards achieving our D,E&I
objectives and that we have performed well against the
policy generally. We continue to consciously focus on this as
we support a culture of inclusion at Chorus.
Annual Report 202380
The second method is by career level, comparing the median
hourly rate for women to the rate for men, across our nine
career levels (salary bands). Our target is a pay gap no greater
than -2% at each career level. We achieved this in seven of
the nine career levels. In three of the nine career levels, on
average females are paid higher than males.
We’ve committed to report our ethnicity pay gap publicly once
a standard, consistent methodology is determined in Aotearoa.
Median Pay Gap
The median pay gap was 11 times and represents the
number of times greater the CEO’s base salary of $1,338,750
(annualised) was to an employee paid $121,826 (i.e. the
median of all Chorus employees). The gap was 19.2 times
when including STI payments for FY23 for the CEO.
Gender pay equity
We monitor and report on remuneration outcomes by gender
to ensure pay equity at Chorus and have supported pay gap
campaigns led by “Mind the Gap” and Global Women.
We conduct gender pay equity analysis for like positions
each year and no indications of gender bias across similar
positions were identified in FY23.
We report on gender pay gap via two different methods.
First, at a total company level, where we compare the median
hourly rate for women to the rate for men – irrespective of
role. By this measure, as of 30 April 2023, the median, gender
pay gap was an aggregate total of -19%, compared to -19.1%
in the same period last year.
Figure 6:
Gender by role - three year view FY21 - FY23 as of 30 April 2023
20%
40%
60%
80%
100%
0
EXECUTIVE
2023
EXECUTIVE
2022
14
EXECUTIVE
2021
DIRECTORS
2023
DIRECTORS
2022
DIRECTORS
2021
PEOPLE
LEADERS
2023
61
39
PEOPLE
LEADERS
2022
PEOPLE
LEADERS
2021
ALL
CHORUS
2022
ALL
CHORUS
2023
ALL
CHORUS
2021
5959
4141
58
42
86
144
57
43
40:40:20 split of employees by 2023 / 40:40:20 split of Career level 8-11 by 2025 / 40:40:20 split of People Leaders by 2023.
40:40:20 split of Executive by 2023 / 40:40:20 Board split by 2023.
64
36
8686
144144
57
43
57
43
62
38
Annual Report 202381
Employee remuneration range during the year
ended 30 June 2023
The table below shows the number of employees and former
employees who received remuneration and other benefits
in excess of $100,000 during the year ended 30 June 2023.
This includes STI and LTI paid during FY23, as well as other
benefits such as insurance and a broadband concession. The
table excludes any benefits that do not have an attributable
value and contributions employees may receive towards:
— th
e Marram Trust - a community healthcare and holiday
accommodation provider
— th
e Government Superannuation Fund - a legacy benefit
provided to a small number of employees
— KiwiSaver accounts - 3% of gross earnings
The remuneration paid to, and other benefits received by, JB
Rousselot in his capacity as CEO are detailed on pages 77 to
78, and are excluded from the table below.
Chorus does not have any permanent employee earning less
than the 2022/2023 Living Wage of $23.65 per hour.
Remuneration range $ (Gross)
Number of employees in the year
ended 30 June 2023
Actual Payment
Rem + STI + LTI + insurance + concession
1,050,000-1,060,0001
870,001-880,0001
820,001-830,0001
750,001-760,0001
730,001-740,0001
480,001-490,0001
420,001-430,0001
400,001-410,0001
390,001-400,0004
370,001-380,0002
360,001-370,0002
350,001-360,0004
340,001-350,0002
320,001-330,0001
310,001-320,0002
300,001-310,0003
290,001-300,0004
280,001-290,0003
270,001-280,0004
260,001-270,0004
250,001-260,0006
240,001-250,0004
230,001-240,00016
220,001-230,00020
210,001-220,00019
200,001-210,00019
190,001-200,00013
180,001-190,00016
170,001-180,00028
160,001-170,00030
150,001-160,00039
140,001-150,00050
130,001
‑14
0,00048
120,001
‑13
0,00055
110,001
‑12
0,00063
100,000‑110,00053
G ran d Tot al
522
Annual Report 202382
Director remuneration
(Code Recommendation 5.1)
Fee structure
Total remuneration available to directors (in their capacity as such) in the year ended 30 June 2023 was fixed at our
2019 annual shareholders’ meeting at $1,169,042.
Annual fee structureYear ended 30 June 2023 $ Year ended 30 June 2022 $
Board fees:
Board chair223,650223,650
Non-executive director114,000114,000
Board committee fees:
Audit and Risk Management Committee
Chair32,60032,600
Member16,30016,300
People, Performance and Culture Committee
Chair22,90022,900
Member11,75011,750
Nominations and Corporate Governance Committee
Chair
––
Member8,8808,880
Regulatory Sub‑Committee
C
hair
––
Member2,4002,400
Notes:
1 The Board chair receives Board chair fees only. Other directors receive committee fees in addition to their Board fees.
2
D
irectors do not participate in a bonus or profit-sharing plan, do not receive compensation in share options, and do not have superannuation or any
other scheme entitlements or retirement benefits.
3
Directors are paid $2,400 per meeting of the Regulatory Sub-Committee. The Regulatory Sub-Committee meets on an ad-hoc basis.
4 Directors may be paid an additional daily rate of $2,400 for additional work as determined and approved by our chair and where the payment is
within the total fee pool available. There were no such fees paid in the year to 30 June 2023. There was also no increase in director and committee
base fees in the year to 30 June 2023.
Fees paid to Directors (in their capacity as such) in the year ended 30 June 2023
DirectorTotal fees $ Board feesARMCPPCCNCGC
Regulatory
Sub‑Committee
Mark Cross
204,798189,18710,382–2,8282,400
Kate Jorgensen153,904114,00027, 476–2,8289,600
Murray Jordan146,500114,000–22,900–9,600
Sue Bailey135,350114,000–11,750–9,600
Miriam Dean135,350114,000–11,750–9,600
Will Irving 96,2687 7,92611,142––7, 20 0
Jack Matthews 139,900114,00016,300––9,600
Patrick Strange
71,84471,844––––
1,083,914908,95765,30046,4005,65657,6 0 0
Notes:
1 Amounts are gross and exclude GST (where applicable).
2 Patrick Strange retired as a director effective 26 October 2022. Mark Cross was appointed as chair, effective 26 October 2022. As a result, he
received Board Chair fees only from that date. Prior to that date, he received Committee fees in addition to his Board fee.
3
Directors did not receive any fees or other benefits for additional work during the year ended 30 June 2023.
4 Directors are entitled to be reimbursed for travel and incidental expenses incurred in performance of their duties in addition to the above fees.
5 The total fee pool available to directors is $1,169,042.
6 The NCGC was disestablished during the year ended 30 June 2023.
Fee structure from 1 July 2023
Our PPCC reviews non-executive director remuneration annually based on criteria developed by that committee including
internal benchmarking analysis. Director fees have not been increased since 2018 and the Board has accepted the
committee’s recommendation that a 5% increase in individual directors’ fees (base and committee fees) is reasonable for the
period since 2018. This will be accommodated within the existing director fee pool, with the Regulatory Sub-committee no
longer required once Chorus submits its RP2 proposal in 2023. The annualised impact of the 5% increase and removal of the
Regulatory Sub-committee fee will be a net reduction in individual directors fees. The Board will undertake an independent
review of the director fee pool in 2024.
Annual Report 202383
The risk and
control environment
2. Risk assessment and ratings
– Risk assessment (likelihood and impact)
– Risk ratings (critical, high, medium, low)
5. Annual risk reviews
– Completeness,
accuracy and validity
of principal risks
– Effectiveness of the
risk management
process
1. Risk identification and description
– Risk identification and description
–
R
ecording principal risks
3. Risk mitigations
– Risk responses
– Mitigating controls
–
A
ction plans
4. Regular risk reporting
– Mitigation status
– Risk trends
– Current and potential risks
–
A
ction plan status
Assurance
Management assurance
Independent assurance
(including internal audit,
external audit)
Risk managment
(Code Recommendations 6.1 & 6.2)
Like all businesses, we are exposed to a range
of risks. Our risk management activities aim
to ensure we identify, prioritise and manage
key risks so we can execute our strategies and
achieve our goals.
Risk management
(Code Recommendation 6.1)
No business can thrive without taking on risk. Effective risk
management is about informed risk taking and appropriate
and active management of risks.
We seek to understand and respond to our current and
future business environment, and to actively seek and
robustly evaluate opportunities and initiatives which protect
and achieve our business strategies. We strive to understand,
meet and appropriately balance stakeholders’ expectations to
deliver value to shareholders and a sustainable environment
for Chorus in the long term.
Our Board
Our Board is ultimately responsible for risk management
governance:
• Annually setting risk appetite and determining principal risks;
• Participating in discussions concerning elements of risk
including emerging and unforeseen risks;
•
A
pproving and regularly reviewing our Managing Risk Policy
and supporting framework;
• Promoting a culture of managing risk; and
• Through our ARMC, providing risk oversight and monitoring.
Risk appetite
Our risk appetite sets our tolerable levels of risk. It forms
a dynamic link between strategy, target setting and risk
management and sets boundaries for day-to-day decision
making and reporting.
Risk management processes
Our Managing Risk Policy sets out how we manage
our risks, including by:
• Having a single risk management framework;
• Providing the CEO and executive team with discretion to
manage risk within the guidance provided in our framework;
• Balancing the level of control implemented to mitigate
identified risks with our commitment to comply with
external regulation and governance requirements and
Chorus’ value and growth aspirations; and
•
Meeting good practice standards for risk management
processes and related governance.
Principal risks
Principal risks are owned by relevant executives.
This promotes integration into operations and executives
planning and a culture of proactive risk management.
Notwithstanding individual ownership, our CEO and executive
hold collective responsibility for considering how risk and
events interrelate and for managing our overall risk profile.
Principal risks are reported to our ARMC quarterly and, if
necessary, also by exception. Principal Risk owners support
the regular reporting from the Head of Risk, Internal Audit
& Compliance by providing updates on the risks they own.
Our ARMC reports to our Board.
Principal risks are assessed with each responsible executive
and collectively with the executive team before being
reported to the ARMC. This allows for constructive challenge
and debate. Underlying risk assessment and monitoring
practices are undertaken by each principal risk owner with
assistance from our Risk, Internal Audit & Compliance team.
Our Board also receives management and other internal
and external reporting over risk positions and our risk
management operation (including from internal audit
plans approved by the ARMC) through our overall
governance framework.
Annual Report 202384
Principal risks are our key risks to the achievement of our
strategy. These are assessed on a risk profile identifying
likelihood of occurrence and potential severity of impact.
Current principal risk categories are identified via a
comprehensive enterprise risk management framework
encompassing financial and non-financial risks.
They include anticipating and responding to:
•
Health, safety and wellbeing risks: Working to keep safe the
people we owe duties to.
• Commercial and financial sustainability risks: Maintaining
appropriate capital management and credit settings.
• Core services risks: Core service availability and network
resilience.
• People and skills risks: Ensuring Chorus attains and retains
employees with the capabilities to achieve its strategic
objectives.
• Legal, regulatory and contractual risks: Working within the
regulatory and legal environment.
• Stakeholder and customer confidence / reputation risks:
Attaining and retaining a positive reputation with key
stakeholders and customers.
•
Innovation risks: Identify and pursue innovation and
opportunities that will enhance Chorus.
Our risk management framework has also been applied to
our climate change risks (see our Sustainability Report).
In addition to Principal Risks, the Chorus Board or ARMC
regularly receive updates on, and discuss with the Executive:
•
Unforeseen risks which are 'black swan' events which have
not been otherwise identified through normal risk processes;
•
E
merging risks which are risks that are known to some
degree but are not likely to materialise or have an impact in
the near term;
•
Business unit risks which are risks to the achievement of
functional area strategies. The risks are managed at the
business unit level and reported to the ARMC if a material
risk is out of risk tolerance level.
(Code Recommendation 6.2)
Reporting on our management of health and safety risks is
included in our Sustainability Report.
Auditors
(Code Recommendations 7.1 - 7.3)
External auditor
(Code Recommendation 7.1)
Our Board and ARMC monitor the ongoing independence
and quality of our external auditor (KPMG). Our ARMC also
meets with our external auditor without management present
at least once per year.
Our ARMC charter and External Auditor Independence Policy
amongst other things:
• Prohibit the provision of certain non-audit services by our
external auditor;
•
R
equire ARMC approval of all audit and permitted
non
-audit services;
• Require our client services partner and lead/engagement
partner to be rotated every five years (with a five year
cooling off period) and other audit partners to be rotated
every seven years (with a two year cooling off period);
•
R
equire our ARMC to review our external auditor’s fees half
yearly (including the ratio of fees for audit vs. non-audit
services); and
•
Impose restrictions on the employment of former external
audit personnel.
Our external auditor KPMG did not provide any non-
audit assurance services in the year to 30 June 2023.
Any additional non-audit services would be provided in
accordance with our ARMC charter and External Auditor
Independence Policy. They should not affect KPMG’s
independence, including because:
•
T
hey are approved only where we are satisfied the services
would not compromise KPMG’s independence; and
•
T
hey do not involve KPMG acting in a managerial or
decision-
m
aking capacity.
KPMG confirm their independence via independence
declarations every six months.
(Code Recommendation 7.2)
Our external auditors attend our ASM each year.
Internal audit
(Code Recommendation 7.3)
We operate a co-sourced internal audit model with our Head
of Risk, Internal Audit & Compliance and her team supported
by external advisors PricewaterhouseCoopers to provide
additional resource and specialist expertise as required.
The responsibilities of our internal audit function include:
•
A
ssisting our ARMC and Board in their assessment of
internal controls and risk management;
•
D
eveloping an internal audit plan for review and approval
by the ARMC each year;
•
E
xecuting the plan and reporting progress against it,
significant changes, results and issues identified; and
• Escalating issues as appropriate (including to our ARMC
and/or Board chairs).
Our executive team and ARMC monitor key outstanding
internal audit issues and recommendations as part of regular
reporting and review, including the timeliness of resolution.
Our ARMC has direct and unrestricted access to our internal
audit function, including meeting them without management.
Our Head of Risk, Internal Audit & Compliance has a
management reporting line to our Chief Corporate Officer
& General Counsel and a direct reporting line to our ARMC,
attending every ARMC meeting.
Our ARMC reviews the remuneration and incentive
arrangements of our Head of Risk, Internal Audit &
Compliance and our Risk & Assurance Manager each year.
Annual Report 202385
Shareholder rights
and relations
(Code Recommendations 8.1 - 8.3)
We are committed to fostering constructive and open
relationships with shareholders:
•
C
ommunicating effectively with them;
• Giving ready access to balanced and understandable
information;
•
M
aking it easy for shareholders to participate in general
meetings; and
•
M
aintaining an up to date website providing information
about our business.
Our investor relations programme is designed to further
facilitate two-way communication with shareholders,
provide them and other market participants with an
understanding of our business, governance and performance
and an opportunity to express their views. As part of this
programme we enable investors and other interested
parties to ask questions and obtain information. We meet
with investors and analysts and undertake formal investor
presentations.
Our annual and half year results presentations are made
available to all investors via webcast.
Our website
(Code Recommendation 8.1)
Our key financial, operational and governance information
is available at www.company.chorus.co.nz/investors
Annual shareholder's meeting
(Code Recommendations 8.2 & 8.3)
The 2022 annual shareholders meeting was our first hybrid
meeting, where we held a physical meeting in Wellington,
a webcast to enable shareholders to view and hear
proceedings online, and we facilitated voting and the asking
of questions online.
At the time of this Annual Report, the Board has indicated
that the 2023 ASM is likely to be a hybrid meeting.
We enable shareholders to vote by proxy ahead of meetings
without having to physically attend or participate in those
meetings and adopt the one share one vote principle,
conducting voting at shareholder meetings by poll.
We consider that shareholders should be entitled to vote on
decisions which would change the essential nature of our
business.
Shareholders are also able to ask questions of, and express
their views in respect of, our Board, management and
auditors (including via appointed proxies) at and before
annual meetings.
We encourage shareholders to communicate with us and our
share registrar electronically, including by providing email
communication channels and online contact details and
instructions on our website.
Annual Report 202386
Additional
disclosures
Group structure
As at 30 June 2023, Chorus Limited has one wholly owned
subsidiary: Chorus New Zealand Limited (CNZL).
Chorus Limited
Chorus New Zealand Limited
Chorus Limited is the entity listed on the NZX and ASX. It is
also the borrowing entity under the group’s main financing
arrangements and the entity which has partnered with the
Crown for the UFB build.
CNZL undertakes (and is the contracting entity for) Chorus’
operating activities and is the guarantor of Chorus Limited’s
borrowing. CNZL also employs all Chorus people. CNZL has
its own constitution but its Board is the same as the Chorus
Limited Board.
Disclosures in respect of CNZL are set out in the
“Subsidiaries” section on page 91.
Indemnities and insurance
Chorus indemnifies directors under our constitution for
liabilities and costs they may incur for their acts or omissions
as directors (including costs and expenses of defending
actions for actual or alleged liability) to the maximum
extent permitted by law. We have also entered into deeds of
indemnity with each director under which:
•
Chorus indemnifies the director for liabilities incurred in
their capacity as a director and as officers of other Chorus
companies.
•
D
irectors are permitted to access company records while
directors and after they cease to hold office (subject to
certain conditions).
Deeds of indemnity have also been entered into on similar
terms with certain senior employees for liabilities and costs
they may incur for their acts or omissions as employees,
directors of subsidiaries or as directors of non-Chorus
companies in which Chorus holds interests.
We have a directors’ and officers’ liability insurance policy in
place covering directors and senior employees for liability
arising from their acts or omissions in their capacity as
directors or employees on commercial terms. The policy
does not cover dishonest, fraudulent, malicious or wilful acts
or omissions.
Director changes
Patrick Strange resigned as director effective 26 October 2022.
Will Irving was appointed as a director at the ASM
on 26 October 2022.
Annual Report 202387
Director restrictions
No person who is an ‘associated person’ of a
telecommunications services provider in New Zealand
may be appointed or hold office as a director. NZX has
granted a waiver to allow this restriction to be included
in our constitution.
Securities and security holders
Ordinary shares
Chorus Limited’s shares are quoted on the NZX and on
the ASX and trade under the ‘CNU’ ticker. There were
435,334,308 ordinary shares on issue at 30 June 2023.
Each share confers on its holder the right to attend and vote
at a shareholder meeting (including the right to cast one vote
on a poll on any resolution).
Constitutional ownership restrictions
As part of the establishment of Chorus we inherited an
obligation to obtain Crown approval prior to any person:
•
H
aving a relevant interest in 10% or more of our shares; or
•
O
ther than a New Zealand national, having a relevant
interest in more than 49.9% of our shares.
On each request the Crown has provided approval, currently:
•
L
1 Capital Pty Ltd can hold a relevant interest in up to
15% of our shares.
•
AMP Capital Holdings Limited can hold a relevant interest
in up to 15% of our shares, and
•
U
niSuper Limited can hold a relevant interest in up to 20%
of our shares.
If our Board or the Crown determines there are reasonable
grounds for believing a person has a relevant interest in our
shares in excess of the ownership restrictions, our Board
may, after following certain procedures, prohibit the exercise
of voting rights (in which case the voting rights vest in our
chair) and may force the sale of shares. Our Board may also
decline to register a transfer of shares if it reasonably believes
the transfer would breach the ownership restrictions.
NZX has granted waivers allowing our constitution to include
the power of forfeiture, the restrictions on transferability
of shares and our Board’s power to prohibit the exercise of
voting rights relating to these ownership restrictions. ASX
has also granted a waiver in respect of the refusal to register
a transfer of shares which is or may be in breach of the
ownership restrictions.
Shareholder distribution as at 30 June 2023
HoldingNumber of holders% of holdersTotal number of
shares held
% of shares issued
1 to 999
10,31852%4,221,1900.97%
1,000 to 4,9996,28432%14,650,8553.37%
5,000 to 9,9991,7299%11,489,5622.64%
10,000 to 99,9991,2826.5%26,682,2176.13%
100,000 and over890.5%378,290,48486.90%
Tot al19,702100%435,334,308100%
Substantial holders
We have received substantial product holder notices from shareholders as follows:
Notices received as at 30 June 2023
Number of
ordinary shares held
% of shares on issue
UniSuper Limited37,948,8748.72%
L1 Capital Pty Ltd36,463,3908.38%
Mitsubishi UFJ Financial Group, Inc22,196,5615.10%
Annual Report 202388
Twenty largest shareholders as at 30 June 2023
RankHolder nameHolding%
1JP Morgan Nominees Australia Limited44,850,59310.28
2HSBC Custody Nominees (Australia) Limited41,833,7249.59
3BNP Paribas Nominees Pty Ltd <Agency Lending DRP A/C>38,791,9938.89
4Citicorp Nominees Pty Limited34,017,0827.7 9
5Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*20,862,4984.78
6BNP Paribas Nominees (NZ) Limited – NZCSD <BPSS40>*20,405,6314.68
7Accident Compensation Corporation – NZCSD <ACCI40>*14,979,6123.43
8HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>*14,438,1873.31
9JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD <CHAM24>*12,220,3382.80
10National Nominees Limited11,654,6772.67
11HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD <HKBN45>*9,305,4062.13
12New Zealand Depository Nominee Limited <A/C 1 Cash Account>8,453,8151.94
13JBWere (NZ) Nominees Limited <NZ Resident A/C>7,6 74 , 8 6 21.76
14Custodial Services Limited <A/C 4>7, 4 6 7,6 6 61.71
15Forsyth Barr Custodians Limited <1-Custody>6,595,9871.51
16HSBC Custody Nominees (Australia) Limited <GSI EDA A/C>6,502,9991.49
17ANZ Wholesale Australasian Share Fund – NZCSD <PNAS90>*6,290,5721.44
18Generate Kiwisaver Public Trust Nominees Limited <NZCSD> <NZPT44>*6,264,6841.44
19FNZ Custodians Limited5,862,3311.34
20National Nominees Limited – NZCSD <NNLZ90>*5,606,7901.28
* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of securities
by its members. As at 30 June 2023, 130,743,875 Chorus ordinary shares (or 29.96% of the ordinary shares on issue) were held through NZCSD.
Twenty largest bondholders (December 2027) as at 30 June 2023
RankHolder nameHolding%
1Custodial Services Limited <A/C 4>60,697,00030.35
2FNZ Custodians Limited25,412,00012.71
3BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>*22,102,00011.05
4Forsyth Barr Custodians Limited <1-CUSTODY>16,112,0008.06
5HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>*8,600,0004.30
6PIN Twenty Limited <Kintyre A/C>7,000,0003.50
7National Nominees Limited – NZCSD <NNLZ90>*5,000,0002.50
8Mint Nominees Limited – NZCSD <NZP440>*4,953,0002.48
9JBWere (NZ) Nominees Limited <NZ USA A/C>3,975,0001.99
9FNZ Custodians Limited <DTA Non Resident A/C>3,456,0001.73
11JBWere (NZ) Nominees Limited <NZ Resident A/C>3,099,0001.55
12Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*3,050,0001.53
13Investment Custodial Services Limited <A/C C>3,007,0001.50
14ANZ Wholesale NZ Fixed Interest Fund – NZCSD*2,499,0001.25
15TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>*2,250,0001.13
16Forsyth Barr Custodians Limited <Account 1 E>1,617,0000.81
17Bank Of New Zealand - Treasury Support <BNZW40>1,506,0000.75
18Adminis Custodial Nominees Limited1,500,0000.75
19JBWere (NZ) Nominees Limited <NR USA AIL A/C>1,470,0000.74
20Forsyth Barr Custodians Limited <A/C 1 NRLAIL>1,468,0000.73
* Held through New Zealand Central Securities Depository Limited (NZCSD).
Annual Report 202389
Twenty largest bondholders (December 2028) as at 30 June 2023
RankHolder nameHolding%
1Custodial Services Limited <A/C 4>101,933,00020.39
2Forsyth Barr Custodians Limited <1-CUSTODY>66,438,00013.29
3JBWere (NZ) Nominees Limited <NZ RESIDENT A/C>39,516,0007.9 0
4HSBC Nominees (New Zealand) Limited O/A Euroclear Bank – NZCSD <HKBN95>*30,279,0006.06
5Hobson Wealth Custodian Limited <Resident Cash Account>26,655,0005.33
6FNZ Custodians Limited24,314,0004.86
7ANZ Wholesale NZ Fixed Interest Fund – NZCSD*22,875,0004.58
8Citibank Nominees (New Zealand) Limited - NZCSD <CNOM90>*15,074,0003.01
9JBWere (NZ) Nominees Limited <RES INST A/C>15,000,0003.00
10BNP Paribas Nominees (NZ) Limited - NZCSD <COGN40>*14,527,0002.91
11TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>*13,839,0002.77
12Generate Kiwisaver Public Trust Nominees Limited <NZCSD> <NZPT44>*9,187,0001.84
13BNP Paribas Nominees (NZ) Limited - NZCSD <BPSS40>*7,922,0001.58
14Forsyth Barr Custodians Limited <Account 1 E>6,318,0001.26
15Bank Of New Zealand - Treasury Support <BNZW40>4,721,0000.94
16JBWere (NZ) Nominees Limited <44625 A/C>4,600,0000.92
17HSBC Nominees (New Zealand) Limited A/C State Street -NZCSD <HKBN45>*4,250,0000.85
18JBWere (NZ) Nominees Limited <44625 A/C>4,000,0000.80
19RGTKMT Investments Limited3,000,0000.60
20Mint Nominees Limited – NZCSD <NZP440>*2,977,0000.60
* Held through New Zealand Central Securities Depository Limited (NZCSD).
Twenty largest bondholders (December 2030) as at 30 June 2023
RankHolder nameHolding%
1Accident Compensation Corporation – NZCSD <ACCI40>*90,500,00045.25
2Custodial Services Limited <A/C 4>22,368,00011.18
3BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*10,943,0005.47
4HSBC Nominees (New Zealand) Limited – NZCSD <HKBN90>*9,561,0004.78
5TEA Custodians Limited Client Property Trust Account – NZCSD <TEAC40>*8,434,0004.22
6Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>*8,204,0004.10
7FNZ Custodians Limited6,483,0003.24
8HSBC Nominees (New Zealand) Limited O/A Euroclear Bank – NZCSD <HKBN95>*5,000,0002.50
9Westpac Banking Corporate NZ Financial Markets Group – NZCSD <WPAC40>*4,918,0002.46
10Forsyth Barr Custodians Limited <1-CUSTODY>4,292,0002.15
11BNP Paribas Nominees (NZ) Limited – NZCSD <COGN40>*3,310,0001.66
12NZPT Custodians (Grosvenor) Limited - NZCSD <NZPG40>*2,900,0001.45
13CML Shares Limited2,800,0001.40
14ANZ Wholesale NZ Fixed Interest Fund – NZCSD*2,735,0001.37
15Hobson Wealth Custodian Limited <Resident Cash Account>1,556,0000.78
16Queen Street Nominees ACF Pie Funds – NZCSD*1,500,0000.75
17Forsyth Barr Custodians Limited <1-CUSTODY>1,093,0000.55
18Investment Custodial Services Limited <A/C C>1,045,0000.52
19Mint Nominees Limited – NZCSD <NZP440>*800,0000.40
20Woolf Fisher Trust Incorporated500,0000.25
* Held through New Zealand Central Securities Depository Limited (NZCSD).
Annual Report 202390
Debt listings
Chorus Limited has the following bonds on issue:
•
$
200 million bonds traded on the NZX debt market
(the NZDX) maturing December 2027;
• $500 million bonds traded on the NZX debt market
maturing December 2028;
• $200 million bonds traded on the NZX debt market
maturing December 2030;
•
E
UR 209 million EMTNs traded on the ASX maturing
October 2023;
•
E
UR 300 million EMTNs traded on the ASX, maturing
December 2026; and
• EUR 500 million EMTNs traded on the ASX, maturing
September 2029.
American depositary receipts
American Depositary Shares, each representing five shares and evidenced by American Depositary Receipts, are not listed
but are traded on the over-the-counter market in the United States under the ticker ‘CHRYY’ with Bank of New York Mellon as
depositary bank. As at 30 June 2023 Chorus had 906,930 ADRs on issue.
NZX bondholder distribution as at 30 June 2023
December 2027 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1 - 5,00073%35,0000.02%
5,000 to 9,99994%63,0000.03%
10,000 to 99,99914663%4,103,0002.05%
100,000 and over7130%195,799,00097.9 0%
Tot al233100%200,000,000100%
December 2028 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1 - 5,000494%245,0000.05%
5,000 to 9,999272%219,0000.04%
10,000 to 99,9991,01481%30,383,0006.08%
100,000 and over15613%469,153,00093.83%
Tot al1246100%500,000,000100%
December 2030 maturity
HoldingNumber of holders% of holdersTotal number of bonds held% of bonds issued
1 - 5,000114%55,0000.03%
5,000 to 9,999104%80,0000.04%
10,000 to 99,99922077%6,107,0003.05%
100,000 and over4315%193,758,00096.88%
Tot al284100%200,000,000100%
Unquoted securities
Crown Infrastructure Partners (CIP) Securities
The terms of issue for the CIP1 and CIP2 securities are set out in the subscription agreements between Chorus Limited and CIP.
These terms are summarised in note 6 of our consolidated financial statements and on our website at
www.chorus.co.nz/reports.
SecurityNumber issued in the
year ended 30 June 2023
Total on issue at
30 June 2023
HolderPercentage held
CIP1 equity securities–462,052,071CIP100%
CIP1 debt securities–462,052,071CIP100%
CIP1 equity warrants524,13815,662,325CIP100%
CIP2 equity securities–306,423,177CIP100%
CIP2 debt securities81 , 2 1 7, 0 8 0104,852,093CIP100%
Annual Report 202391
Other disclosures
New NZX listing rules
NZX updated its listing rules from 1 April 2023.
NZX waivers
On 28 March 2019 Chorus applied for the continuation of
existing and still required waivers and rulings. On 3 April 2020 a
waiver from NZX listing rule 2.3.2, 4.1.1, 4.1.2, 4.2.1, 4.14, 6.6.1,
8.1.5 and a ruling from NZX on listing rule 4.9.1 were granted.
A summary of all waivers relied on by Chorus in the
12 months ending 30 June 2023 is available on our website
at www.chorus.co.nz/investor‑i
nfo
Non-standard designation
NZX has attached a ‘non-standard’ designation to Chorus
Limited because of the ownership restrictions in our
constitution (described above).
ASX disclosures
Chorus Limited and its subsidiaries are incorporated in
New Zealand.
Chorus Limited is not subject to Chapters 6, 6A, 6B and 6C
of the Australian Corporations Act 2001 dealing with the
acquisition of shares (including substantial shareholdings
and takeovers).
Our constitution contains limitations on the acquisition
of securities, as described above.
For the purposes of ASX listing rule 1.15.3 Chorus Limited
continues to comply with the NZX listing rules.
Registration as a foreign company
Chorus Limited has registered with the Australian Securities
and Investments Commission as a foreign company and has
been issued an Australian Registered Body Number (ARBN)
of 152 485 848.
Net tangible assets per security
As at 30 June 2023, consolidated net tangible assets per
share was $1.60 (30 June 2022: $1.54).
Net tangible assets per share is a non
-G
AAP financial
measure and is not prepared in accordance with NZ IFRS.
Revenue from ordinary activities and net profit
In the year ended 30 June 2023:
• Revenue from ordinary activities increased 1.6% to
$980 million (30 June 2022: $965 million); and
• Profit from ordinary activities after tax, and net profit,
attributable to shareholders decreased 60% to $25 million
(30 June 2022: $64 million).
Subsidiaries
Chorus New Zealand Limited (CNZL)
Directors as at 30 June 2023: Mark Cross, Miriam Dean,
Murray Jordan, Jack Matthews, Sue Bailey, Kate Jorgensen,
Will Irving.
Patrick Strange resigned as a director from CNZL during the
year to 30 June 2023.
Current CNZL directors are also Chorus Limited directors
and do not receive any remuneration in their capacity as
CNZL directors.
Chorus LTI Trustee Limited (CLTL)
Directors as at 30 June 2023: None. CLTL was removed
(following application by Chorus) from the Companies Office
register on 21 July 2022.
Current and former directors of CLTL did not receive any
remuneration in their capacity as directors of CLTL.
Other subsidiaries
Chorus Limited has no other subsidiaries.
Annual Report 202392
Glossary
Backbone networkFibre cabling and other shared network
elements required either in the common
areas of multi-dwelling units to connect
individual apartments/offices, or to serve
premises located along rights of way.
BackhaulThe portion of the network that links
local exchanges to other exchanges
or retail service provider networks.
BasebandA technology neutral voice input
service that can be bundled with
a broadband product or provided
on a standalone basis.
BoardChorus Limited’s Board of Directors.
Building block
model
A methodology used for regulating
monopoly utilities. Under BBM a
regulated supplier’s allowed revenue
is equal to the sum of the underlying
components or ‘building blocks’,
consisting of the return on capital,
depreciation, operating expenditure and
various other components such as tax.
ChorusChorus Limited and subsidiaries.
CIPCrown Infrastructure Partners,
the Government organisation that
manages New Zealand’s rollout of
Ultra-Fast Broadband infrastructure.
CommissionCommerce Commission –
the independent Crown entity
whose responsibilities include
overseeing the regulation of the
telecommunications sector.
ConstitutionChorus Limited’s Constitution.
Direct fibre accessAlso known as ‘dark’ fibre, a fibre service
that provides a point to point fibre
connection and can be used to deliver
backhaul connections to mobile sites.
DirectorA director of Chorus Limited.
EBITDAEarnings before interest, income tax,
depreciation and amortisation.
EMTNEuropean Medium Term Notes.
FYFinancial year – twelve months
ended 30 June. e.g. FY23 is from
1 July 2022 to 30 June 2023.
GbpsGigabits per second. A measure of
the average rate of data transfer.
GigabitThe equivalent of 1 billion bits. Gigabit
Ethernet provides data transfer rates
of about 1 gigabit per second.
GPONGigabit Passive Optical Network.
ITInformation Technology.
Layer 2The data link layer, including broadband
electronics, within the Open Systems
Interconnection model. Layer 1 is the
physical cables and co
-l
ocation space.
MbpsMegabits per second – a measure of
the average rate of data transfer.
NZ IFRSInternational Financial Reporting
Standards – the rules that the financial
statements have to be prepared by.
P2PWhere two parties or devices are
connected point
-t
o-point via fibre.
PetabyteOne million gigabytes (GB), which
is a measure of data volume.
RABRegulatory Asset Base refers to
the value of total investment by a
regulated utility in the assets which
will generate revenues over time.
RBIRural Broadband Initiative – refers to
the Government programme to improve
and enhance broadband coverage in
rural areas between 2011 and 2016.
ShareMeans an ordinary share in Chorus.
TSOTelecommunications Services
Obligation – a universal service
obligation under which Chorus
must maintain certain coverage and
service on the copper network.
TSRTotal shareholder return.
UFBUltra-Fast Broadband refers to the
Government programme to build a fibre
to the premises network. UFB1 refers to
the original phase of the rollout to 75% of
New Zealanders. UFB2 and UFB2+ were
subsequent phases announced in 2017.
VDSLVery High Speed Digital Subscriber
Line – a copper
-b
ased technology
that provides a better broadband
connection than ADSL.
Annual Report 202293
Disclaimer
This annual report:
• May contain forward looking statements. These statements
are not guarantees or predictions of future performance.
They involve known and unknown risks, uncertainties and
other factors, many of which are beyond Chorus’ control,
and which may cause actual results to differ materially
from those expressed in the statements contained in this
annual report.
•
Includes statements relating to past performance.
These should not be regarded as reliable indicators of
future performance.
•
I
s current at its release date. Except as required by law or
the NZX and ASX listing rules, Chorus is not under any
obligation to update this annual report or the information
in it at any time, whether as a result of new information,
future events or otherwise.
•
C
ontains non-GAAP financial measures, including EBITDA.
These measures may differ from similarly titled measures
used by other companies because they are not defined by
GAAP. Although Chorus considers those measures provide
useful information they should not be used in substitution
for, or isolation of, Chorus’ audited financial statements.
•
M
ay contain information from third parties Chorus
believes reliable. However, no representations or
warranties are made as to the accuracy or completeness
of such information.
• Should be read in the wider context of material previously
published by Chorus and released through the NZX and ASX.
• Does not constitute investment advice or an offer or
invitation to purchase Chorus securities.
chorus.co.nz
Directory
Registrars
NEW ZEALAND
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West
Auckland 1142, New Zealand
P: +64 9 488 8777
F
: +64 9 488 8787
E: enquiry@computershare.co.nz
investorcentre.com/nz
AUSTRALIA
Computershare Investor Services Pty Limited
GPO Box 3329, Melbourne 3001, Australia
FP: 1 800 501 366
F: +61 3 9473 2500
E: enquiry@computershare.co.nz
investorcentre.com/nz
Registered Offices
NEW ZEALAND
Level 10, 1 Willis Street
Wellington, New Zealand
P: +64 800 600 100
AUSTRALIA
C/– Allens Corporate Services Pty Limited
Level 28, Deutsche Bank Place, 126 Phillip Street,
Sydney, NSW 2000, Australia
P: +61 2 9230 4000
ADR Depository
BNY Mellon Shareowner Services
PO Box 505000, Louisville, KY 40233-5000
United States of America
P: US domestic calls (toll free) 1 888 269 2377
P: International calls +1 201 680 6825
E: shrrelations@cpushareownerservices.com
https://www-us.computershare.com/investor
ARBN 152 485 848
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at June 2023
Results for announcement to the market
Name of issuer Chorus Limited
Reporting Period 12 months to 30 June 2023
Previous Reporting Period 12 months to 30 June 2022
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$980,000 +1.6%
Total Revenue $980,000 +1.6%
Net profit/(loss) from
continuing operations
$25,000 -60.9%
Total net profit/(loss) $25,000 -60.9%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.25500000
Imputed amount per Quoted
Equity Security
$0.00000000
Record Date 12 September 2023
Dividend Payment Date 10 October 2023
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.60 $1.54
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This announcement should be read in conjunction with the
attached annual report, audited financial statements for the year
ended 30 June 2023 contained in that report, media release and
investor presentation.
Authority for this announcement
Name of person
authorised
to make this announcement
Mark Aue
Chief Financial Officer
Contact person for this
announcement
Brett Jackson
Investor Relations Manager
Contact phone number +64 4 896 4039
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP
21/08/2023
Audited financial statements accompany this announcement.
---
Distribution Notice
Updated as at June 2023
Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)
Section 1: Issuer information
Name of issuer Chorus Limited
Financial product name/description Ordinary shares
NZX ticker code CNU
ISIN (If unknown, check on NZX
website)
NZCNUE0001S2
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 12/09/2023
Ex-Date (one business day before the
Record Date)
11/09/2023
Payment date (and allotment date for
DRP)
10/10/2023
Total monies associated with the
distribution
1
$111,010,249
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.25500000
Gross taxable amount
3
$0.25500000
Total cash distribution
4
$0.25500000
Excluded amount (applicable to listed
PIEs)
$0.00000000
Supplementary distribution amount $0.00000000
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed
Partial imputation
No imputation
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
N/A
Imputation tax credits per financial
product
N/A
Resident Withholding Tax per
financial product
0.08415000
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
N/A
Start date and end date for
determining market price for DRP
N/A N/A
Date strike price to be announced (if
not available at this time)
N/A
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
N/A
DRP strike price per financial product
N/A
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
N/A
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Mark Aue
Chief Financial Officer
Contact person for this
announcement
Brett Jackson
Investor Relations Manager
Contact phone number
+64 27 488 7808
+64 4 896 4039
Contact email address Brett.Jackson@chorus.co.nz
Date of release through MAP
21/08/2023
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
---
This report provides an overview of Chorus’
Sustainability performance for FY23.
It includes the actions we’re taking to identify and
manage our climate-related risks and opportunities.
Sustainability
Report
2023
This report has not been independently verified.
Please consider the environment before printing this document.
Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Table of contents
A note from Mark Cross:
03
Adaptation, Equity
and Future-focused
04
Sustainability
overview FY23
Who we are5
Governance7
Strategy8
Risk management9
11
Sustainability impact
summary FY23
15
Thriving environment
Te taiao puāwai
Fibre – a low-emissions technology16
Resilient and reliant17
Chorus’ transition roadmap18
Emissions performance summary 202319
Circular economy and waste minimisation20
21
Sustainable digital futures
Toa hangarau
Availability22
Affordability22
Adoption23
24
Thriving people
Nga iwi whai hua
Diversity, Equity and Inclusion25
Chorus employee overview26
Health and Safety29
Ethical supply chain30
Cybersecurity and Privacy31
Stakeholder and community32
Code of Ethics33
34
Appendix 1
Compliance with Task Force on Climate-related
Financial Disclosures/NZ Climate Standards
Governance35
Strategy36
Risk management39
Metrics and targets40
Greenhouse gas emissions source inclusions42
45
Glossary
3Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playA note from Mark Cross
The impacts of climate change are real, and we’ve witnessed
first-hand the devastation that can result. The extreme rainfall
and subsequent flooding took Auckland by surprise in January
2023. Then came Cyclone Gabrielle in February 2023, leaving
parts of the North Island cut off from essential utilities, including
telecommunications and broadband services.
There is climate realisation across our organisation and the
wider telco sector; we recognise the climate-related risks and
opportunities ahead and the need for these to be front and
centre of our decisions today. We are now firmly focused on
our resilience and adaptation to climate change, balanced with
doing all we can to mitigate risks and decarbonise our business
to prevent further harm. This year we joined the Climate
Leaders Coalition to show our ambitious commitment to act
and drive change. Copper withdrawal and solar photovoltaics
on our exchange buildings are the hero programmes to help us
achieve our emissions reduction target. A programme team is
considering a handful of pilot sites for our solar PV trials.
We acknowledge that we are in the early stages of our
environmental and social impact journey. We have ambitious
aspirations to achieve by 2030 and although we are pleased
with the progress we have made this year, there is much more
for us to do.
In line with recommended practice, we will review our targets
annually and consider any material changes to Chorus'
business or the assumptions used to model the targets and
emissions reduction pathways. The impact of recently disclosed
organisational changes will be considered as part of the FY24
review of the targets and emissions reduction pathways.
At Chorus, we genuinely believe fibre can deliver what’s needed
from a technology perspective. It combines the ability to both
meet data growth demand while keeping carbon emissions
low. The lower emissions profile of fibre is, in part, why we’ve
signalled our intention to retire our copper network and focus
on the technology that can bring opportunity in our global bid
to reduce the impact and rate of climate change.
In addition, every person, every whānau (family) across
Aotearoa, should be able to unlock the full potential of being a
digital citizen. The reality today is that a significant digital divide
still exists. We know that we can’t solve this social issue alone.
Listening to the communities we’re here to connect and working
in partnership with others is essential. That’s why we continue to
support government agency initiatives focused on digital equity.
During the financial year, we gave close to half a million dollars
to organisations and charities working within their communities
to help close the digital divide.
We’ve also introduced a new Diversity, Equity and Inclusion
strategy this year to ensure we build a fair, inclusive and
equitable culture where differences are our strengths,
we connect on shared values, and everyone can thrive.
The last year has seen unprecedented extreme weather events challenge
the land of Aotearoa and the people who call it home.
Adaptation, Equity and Future-focused
Mark Cross
Chair
Connecting Aotearoa so that we can all live, learn, work and play4Chorus Sustainability Report 2023
Sustainability
Overview
FY23
5Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playSustainability Overview FY23
Who we are
Chorus maintains and builds the telephone and broadband networks that connect
Aotearoa New Zealand homes and businesses to each other and the world.
We are an open-access internet infrastructure company that provides wholesale telecommunications
services to over 90 broadband retailers. Our networks offer people, communities, and businesses greater
access to ever-expanding opportunities through high-speed, reliable, and world-class fibre broadband.
14,700
CABINETS
ACROSS THE MOTU
2,4,8 Gbps
HYPERFIBRE SERVICES
AVAILABLE
311,000
POLES
OVER NEW ZEALAND
7, 4 0 0
PETABY TES OF DATA
CARRIED ON OUR
NETWORK IN FY23
67,000kms
DUCT NETWORK
ACROSS AOTEAROA
4
CORPORATE OFFICES
NATIONWIDE
«
FIBRE IS PROVEN
AS A LOW-EMISSION
T
ECHNOLOGY
~600
EXCHANGES
ACROSS AOTEAROA
846
EMPLOYEES WORKING
FOR CHORUS
1,271,000
FIXED LINE
CONNECTIONS
73%
FIBRE UPTAKE
91% CONNECTIONS ON
3
00MBPS OR ABOVE PLANS
2,300
TECHNICIANS WORKING
ON CHORUS’ BEHALF
6Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and play
Our purpose
‘Connect Aotearoa so that we can all live, learn, work and play’.
This means Chorus invests and innovates to deliver the best possible connectivity services for
Aotearoa to help enable the environmental, economic, and social transformation ahead.
RANK OPTIONS
FIRST CHOICE
LAST CHOICE
1
DIGITAL INCLUSION
2
DIGITAL LITERACY
3
NETWORK RELIABILITY
4
SMART COMMUNITIES
& ECONOMIES
5
ENVIRONMENTAL
IMPACT
6
ETHICAL BUSINESS
PRACTICES*
7
DIVERSE & INCLUSIVE
WORKPLACE*
8
HEALTH, SAFETY
& WELLBEING*
Our focus on Sustainability is guided by our purpose, by
Kaitiakitanga (environmental guardianship) and Manaakitanga
(acts of giving and caring for).
O
ver the last three years, we have worked with external consultants,
most recently in 2022, to validate our sustainability approach and
run materiality assessments with stakeholders to ensure we
focus on what makes business sense while supporting what’s
right for Aotearoa.
W
e asked stakeholders to rank a list of material topics in terms
of Chorus’ ability to create value.
Sustainability Overview FY23
* Ethical business practices; diverse and inclusive
workplace; health, safety and wellbeing were
lower on the priority list due to stakeholders
generally feeling these are business as usual
topics that must be done.
7Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Governance
Chorus has a sustainability governance structure that helps ensure sustainability is overseen
at the highest levels of the organisation and embedded throughout everyday operations.
CHORUS NEW ZEALAND
BOARD OF DIRECTORS
Approval of business strategy and
sustainability strategy. Reviews
sustainability progress half yearly.
AUDIT AND RISK
MANAGEMENT COMMITTEE
Chorus’ governance body for
climate-related disclosures.
Reviews climate-related risks and
opportunities, and modern slavery
risks on a half yearly basis.
CHIEF CORPORATE OFFICER AND
GENERAL COUNSEL AND
HEAD OF SUSTAINABILITY
Designs the sustainability strategy
and plan to ensure Chorus makes
progress against it.
CHORUS EXECUTIVE TEAM
Proposes the business strategy
and sustainability strategy for
Board approval. Reviews and
leads climate-related risks and
opportunities, modern slavery risks
and general sustainability progress
on a quarterly basis.
SUSTAINABILITY NETWORK
HEAD OF SUSTAINABILITY AND
EMISSIONS AND CLIMATE MANAGER
The Sustainability team works
across Chorus with a cross-
functional sustainability network’ to
improve sustainability performance
and integrate sustainability initiatives
into the business via Quarterly
Business Review (QBR).
ALL CHORUS PEOPLE
Support execution of sustainability
priorities and consider sustainability
impacts in decision making.
SUSTAINABILITY
STRATEGY AND PLAN
Identifies focus areas of most
materiality to guide activity and
resource allocation. Our strategy
and plan align to the United Nations
Sustainable Development Goals; 3,
4, 5, 8, 9, 10, 11, 12 & 13.
Sustainability Overview FY23
8Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and play8Chorus Sustainability Report 2023
Strategy
Sustainability is integrated into our business strategy, with three pillars representing
our commitment to improving environmental, social, and governance performance:
Thriving Environment; Sustainable Digital Futures; and Thriving People.
While the three pillars of our Sustainability strategy are enduring, the activities within them will evolve over time to ensure we continue to be
responsive to a changing operating environment and the needs of our stakeholders. Our Sustainability strategy sits alongside our Diversity, Equity
and Inclusion Strategy which informs how we develop strong connections with Māori and builds our understanding of Te Ao Māori.
Sustainability Overview FY23
9Chorus Sustainability Report 2023
Risk management
Chorus Risk Management framework
PURPOSE, MISSION, VALUES
RISK CATEGORIES
HOW WE MANAGE MATERIAL RISKS
BUSINESS STRATEGY AND PLANRISK APPETITE STATEMENT
HEALTH, SAFETY AND WELLBEING*
Working to keep our people safe.
INNOVATION
Identify and pursue innovation
and opportunities that will
enhance Chorus.
COMMERCIAL AND FINANCIAL
SUSTAINABILITY*
Maintaining appropriate capital
management and credit settings.
STAKEHOLDER AND CUSTOMER
CONFIDENCE/REPUTATION
Maintaining a positive reputation with
key stakeholders and customers.
PEOPLE AND SKILLS
Ensuring Chorus has employees
with the capabilities to achieve its
strategic objectives.
LEGAL, REGULATORY
AND CONTRACTUAL*
Working within the regulatory
and legal environment.
CORE SERVICES
Core service availability
and network resilience.
RISK POLICIES
AND TOLERANCES.
RISK IDENTIFICATION,
MONITORING
AND REPORTING.
RISK GOVERNANCE
AND ASSURANCE.
* In the context of climate
change-related risks, Chorus’ risk
management framework is being
applied within these categories.
Our corporate governance
documents, including our
Managing Risk policy, are available at;
https://company.chorus.co.nz/governance.
Sustainability Overview FY23Connecting Aotearoa so that we can all live, learn, work and play
10Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Sustainability Overview FY23
AON 2022 Climate Change risk assessment
In 2019, Aon investigated potential climate change impact from
sea level rise on Chorus assets. In 2022, Aon built on this work
by reassessing the climate change impacts with an updated asset
portfolio and an extended scope to consider coastal, pluvial, and
fluvial flooding. The report didn’t include transitional or physical
risks from high temperatures, severe windstorms, or bushfires.
The results of the report can be found on page 44.
Two of the Intergovernmental Panel on Climate Change
(IPCC) global warming Shared Socioeconomic Pathways (SSP)
scenarios from moderate (SSP2-4.5) to high (SSP5-8.5) over
two timeframes (2040 and 2090) were used in the work. Aon
finalised the report in January 2023 – before the Auckland
floods and Cyclone Gabrielle significantly impacted New
Zealand and parts of Chorus’ network. Cyclone Gabrielle was the
largest weather event to affect the Chorus network and while
the effects were consistent with the Aon report, with no damage
to primary exchanges or access sites, some regional fibre routes
were cut and damage to power networks meant about 55,000
consumers were unable to access our services for a period.
There are lessons to be learnt from Cyclone Gabrielle
for the future. That’s why we’ve contributed to a
telecommunications industry plan, led by the TCF, to
identify opportunities for enhanced network resilience
and collaboration with government.
Climate-related risk and opportunity register
Chorus' risk management framework is being applied to our
climate-related risks and opportunities, with the relevant
stakeholders across our Network Operations, Technology, Legal
and Sustainability teams identified as owners of the risks and
associated mitigants, opportunities and actions.
We have consolidated all climate-related risks and opportunities
into a single risk and opportunities register so we can manage
these holistically.
New Zealand has implemented a new mandatory climate-
related disclosure (CRD) regime that will apply to Chorus
for FY24. It has been introduced as part of Aotearoa's
journey towards a low carbon future and for businesses
to have a good understanding of how climate change will
impact them, both in terms of risks and opportunities.
Scenario analysis
As part of the incoming CRD standards, we must prepare
and disclose three possible climate scenarios: at 1.5 degrees
Celsius, at 3 degrees Celsius or greater, and one other
scenario (yet to be agreed).
Climate change scenarios are narratives about plausible
futures that predict how climate change could affect the
sector. They consider various combinations of climate-related
risks (e.g. impacts of storms and shifts in temperature) and
a range of economic, regulatory and social factors (e.g.
emissions pricing or consumer preferences). We are working
through our scenario analysis process to meet the CRD
standards for FY24.
A sector-wide approach to scenario analysis will benefit risk
management and help stakeholders understand the potential
implications of climate change. The Telecommunications
Forum (TCF) board has formed a Climate Change Working
Group (CCWG) to work on a sectorial scenario analysis to
gather information on the impacts of climate change and
understand the impact climate change could have on the
resilience of the telecommunications industry. Chorus
proposed the establishment of this working group to the
TCF and will play a key active role.
Risk management cont.
Connecting Aotearoa so that we can all live, learn, work and play11Chorus Sustainability Report 2023
Sustainability
Impact Summary
FY23
12Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playFY23 Sustainability Impact Summary
Sustainability
Impact summary FY23
Thriving environment
Science-based target:
Reduce 62% scope 1 and 2 emissions
by 2030 (base year 2020).
1
Science-based target:
Top 70% of suppliers by spend have a
science-based target or equivalent by 2030.
2
25% less energy use
across our network by 2030.
3
100% EV or hybrid
Chorus Corporate Fleet by 2028.
4
Accelerate our journey
to be net zero before 2050.
5
Long-term targetsImpact FY23
First Electric
Vehicles
introduced to
the fleet in 2023.
Future Fit
a tool to help
employees track
and reduce their
emissions launched
in 2023.
24% Reduction
in Scope 1
and 2 emissions
FY23 (10,661 tCO2e)
FY22 (13,957 tCO2e)
5% Reduction
in electricity use
FY23 (77.4 GwH)
FY22 (81 GwH).
Chorus network
is now powered
by Toitū climate-
positive certified
electricity with
Ecotricity.
Membership
of the Climate Leaders
Coalition and Sustainable
Business Council.
13Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playFY23 Sustainability Impact Summary
Sustainability
Impact summary FY23
Sustainable Digital Futures
Host 50 Shine the Light events
In FY23 to enhance digital knowledge.
Our aim is to create awareness about the
digital skills support available for the local
communities.
1
10,000-plus people helped
with digital access, skills support,
and devices.
2
Long-term targetsImpact FY23
Delivered
65 Shine the Light
events nationwide
in FY23.
2,000 Adults
and organisations have
benefited from $500,000
in donations and
sponsorships to support
digital inclusion initiatives
nationwide in 2023.
9,000 students
were supported with
free connections
and devices through
the Ministry of
Education initiative.
Employee/community
volunteer framework
refreshed to align with
sustainability strategy
and due to launch in FY24.
Active
in the Digital Equity
Coalition for Aotearoa,
co-chairing the
Affordable Connectivity
Constellation.
14Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and playFY23 Sustainability Impact Summary
Sustainability
Impact summary FY23
Thriving people
Remain in top 10%
of the technology industry
benchmark for Employee
Engagement.
1
40:40:20 gender ratio.
2
Gender pay gap
at no greater than 2%
by career level.
Rainbow, Gender
& Accessibility
tick accredited.
3
4
75% employee participation
in Te Reo and Te Ao Māori
education programmes.
5
Targets by the end of 2023*Impact FY23
To p 10%
Technology
industry benchmark
for employee
engagement.
Partnership
with Tupu Toa
internship and the
Pasifika Niu leadership
programme.
3 Ticks
Re-accreditation of the
Rainbow Tick, moved to
the advanced category
of Gender Tick and
achieved Accessibility
Tick accreditation.
Diversity, Equity
and Inclusion
Refreshed strategy
implemented focused on
diversity of thought and
wellbeing to support our
people to thrive.
40:40:20
gender ratio achieved
at board and all
employee levels.
34% employee
participation in
Te Ao Māori
programme.
<2%
gender pay gap in
7 career levels.
*calendar year
15Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Te taiao puāwai
Thriving environment
Our focus is to reduce carbon emissions and waste to landfills
across the Chorus ecosystem. We’re also making sure we’re
prepared for what’s to come, that climate change scenarios
are understood, and that we adapt for the future.
16Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Resilient and reliant
In December 2022, we completed an 11-year public-private
partnership with the New Zealand Government to build a fibre-
to-the-premises network for more than 1.3 million homes and
businesses. More than 80% of the connections on our network
are now on fibre, and we’ve begun withdrawing our legacy
copper network in fibre-enabled communities.
Fibre networks are recognised as the most
climate-friendly digital infrastructure
because they transmit data via light over
large distances.
This means fibre optical equipment doesn’t require cooling
or powered equipment in suburban streets and the amount
of data able to be transmitted is increasing significantly with
each generation of network equipment. Fibre is also more
resilient than copper lines, meaning the optical cables will
last several decades and require less maintenance.
The 2022 World Broadband Association highlights the
environmental benefits of fibre and associated research in its
whitepaper ‘The importance of environmental sustainability in
telecom service providers’ strategy.
https://worldbroadbandassociation.com/wp-content/uploads/
2022/09/Print_2609_WBBA-Environmental-Sustainability.pdf
As fibre connections and data usage grow, and our copper
network is retired, we are seeing a reduction in our
electricity usage.
Fibre – a low
emissions technology
YearCopper
data
usage (PB)
Fibre
data
usage (PB)
Tot al
usage
(PB)
Electricity
usage
(MWh)
FY211,1234,7005,823
7 7, 5 20
FY229496,1917, 14 0
81,398
FY237006,7027, 4 02
7 7, 4 0 0
Figure 1: Data usage vs network electricity usage FY21 – FY23
Environmental management
As the owner of about 600 exchange sites and an extensive
fixed line network throughout urban and rural Aotearoa, we take
practical steps to avoid environmental breaches.
Our environmental framework requires that we, and our
suppliers, ensure our physical and operational work complies
with all relevant local and central government legislation,
including the National Environmental Standards for
Telecommunications Facilities; the Health and Safety at Work
Act NZ; the Resource Management Act; and the Heritage New
Zealand Pouhere Taonga Act.
We have about 70 network sites on Department of Conservation
(DOC) land, typically transmitter links on hilltops or mountains.
Some of these remote sites will be retired as new technologies,
that better meet the needs of rural customers, evolve.
We have an in-house Environmental Management System that
allows us to manage network build and other physical works
projects. We engage with numerous local Māori organisations
and Heritage New Zealand to ensure cultural impacts are
mitigated, particularly where we are building network in
culturally sensitive areas.
For FY23,
we had
no material
environmental
breaches.
17Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Network resiliency
Our network is designed to limit the consumer impact of service
outages through a range of practices including:
• physical duplication, or redundancy, within parts of the
network to protect against equipment, cable or power system
element failure
•
g
eographic separation of critical network elements
•
d
eveloping the network in a way that limits the scale of any
individual network failures
•
n
etwork practices to reduce the likelihood of accidental
damage or network failure.
We’ve made substantial investment in the resiliency of our
network through the rollout of fibre to the premise and have
begun withdrawing our copper network in areas where fibre is
available. Other recent projects have included the government-
supported deployment of fibre backhaul along the South Island’s
West Coast to provide network diversity for that region and the
construction of a flood protection wall for the South Dunedin
exchange building.
Our FY23 assessment of flooding risk for our network assets
is shaping our future asset management plans, along with the
knowledge gained from recent extreme weather events. We
are, for example, considering ways to make river crossings
more resilient and how alternative technology may be used to
provide added diversity to key fibre routes. These events also
highlighted the interdependence between telco networks and
other infrastructure such as electricity and roading in a natural
disaster. The Telecommunications Forum’s proposals for disaster
preparedness and emergency management include improved
understanding of other infrastructure’s resilience and planning.
Network reliability
and resiliency
Earthquakes remain the primary focus for our resiliency
planning. Historically, earthquake damage has tended to
be limited to local copper cables, and damage to exchange
buildings has been minimal. We have an ongoing programme
to strengthen critical network sites for earthquakes.
Seismologists also use our new West Coast fibre network to
analyse the South Island’s Alpine Fault. This first-of-its-kind
study will help inform local communities and organisations,
and help them to plan for future essential utility resiliency.
Our insurance programme covers all risks (subject to standard
exclusions) of physical damage and business interruption
for above-ground assets. The specific cover is provided for
earthquake damage to underground cables in Auckland,
Hamilton, Wellington and Dunedin.
We undertake probability-based loss estimate modelling to
ensure adequate policy limits covering material damage and
business interruption.
Fibre network*Faults per 100
connections
Average yearly
unplanned downtime
(minutes)**
Layer 12.47 32.52
Layer 2
(including premises
electronics)
1.10 12.17
* Excludes Chorus network in other local fibre company areas.
** Excludes force majeure events.
Figure 2: Fibre faults and restoration in FY23
Network reliability
We recognise our network's essential role in consumers’ daily
lives and businesses. We monitor our network 24/7 and have
disaster response plans to help maintain or restore service in an
emergency. Our employees and service company technicians
often go the extra mile to keep communities connected during
extreme weather or natural disasters.
We report fibre performance measures to the Commerce
Commission. This includes two standards measuring network
availability in 23 geographic regions based on downtime in the
Layer 1 (physical) and Layer 2 (electronic) parts of the network.
Table 2 shows this data for fault restoration and unplanned
downtime in FY23 at an aggregated national level. Another
quality standard reported to the Commission measures
national port utilisation to ensure network capacity is meeting
m
onthly demand.
Connecting Aotearoa so that we can all live, learn, work and play18Chorus Sustainability Report 2023Thriving Environment
Chorus'
transition roadmap
20202023
20302050
6
Our emissions
reduction plan
Accelerating the actionScaling upFuture focused
Our base year to measure
our targets against is 2020
and a time to understand
our impact.
At the start of FY23 we
published our first emissions
reduction plan, which details
how we will hit our target of
reducing 62% of our scope
1 and 2 emissions by 2030.
For scope 3, we’ve
committed that 70% of our
suppliers will have a Science
Based Target or equivalent in
place by 2030.
Our milestonesOur milestones
Our goal
Renewable energy will
power Chorus' network.
Broadband technology
will help others to be net
zero due to the energy
efficiency of fibre.
FY20 emissions
(tonnes CO2e)
By 2030 we’ll see a 25% r
eduction in our electricity
use and all electricity will be 100% renewable
By FY30 our emissions
will be reduced 62%
net zero
100% climate-positive Toitū-certified electricity used to
power our network from FY23.
Future Fit introduced in FY23 to help our people
understand and reduce their own carbon footprint.
Five Chorus exchanges to have solar trial from FY25.
Switch car fleet to EV or hybrid by the end of FY27 with
first EVs delivered in FY23.
Lower electricity consumption 15% by the end of FY25.
Sustainability forum with key suppliers with a focus
on minimising waste, reducing emissions, and
exploring innovation.
7
8
9
1
2
3
4
5
20-25% of our
electricity use from
solar generation on our
exchanges by 2030.
Energy management
a key part of how
we operate.
All plastic ducting
recycled across
our network.
By 2050 we will be
19Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Emissions performance
summary 2023
SCOPE 1
DIRECT EMISSIONS
THAT ARE OWNED
OR CONTROLLED BY
CHORUS.
SCOPE 2
INDIRECT EMISSIONS THAT COME
FROM WHERE THE ENERGY WE
PURCHASE IS PRODUCED.
740
tCO2e
1,309
tCO2e
9,921
tCO2e
FLEET, DIESEL
GENERATOR, GAS
AND REFRIGERANTS
MARKET
BASED
LOCATION
BASED
*
6%
We are investing in solar and other initiatives
to reduce this use by 25% by 2030.
* A market-based method for scope 2 reflects emissions from electricity
that companies have purposefully chosen, whereas a location-based
method reflects the average emissions intensity of grids on which energy
consumption occurs.
93% of Scope 1 and 2 is from electricity use.
CHORUS EMISSIONS
29%
Following the introduction of our first Emissions Reduction plan last year, we are starting to see good traction in our emissions reduction ambition with the following highlights for FY23:
After two years of our scope 1 & 2 emissions increasing, we are now seeing a reduction. Overall our FY23 scope 1 & 2 emissions are up 3% compared to our base year, however FY23
emissions are down 24% when compared to FY22.
5%
REDUCTION
ELECTRICITY USE
FY23 : 77.4 GwH
FY22 : 81.0 GwH
24%
REDUCTION
SCOPE 1 & 2 EMISSIONS
FY23 : 10,661 tCO2e
FY22 : 13,957 tCO2e
10,378
tCO2e
BASE YEAR
2020
10,661
tCO2e
FY 2023
62%
Reduction
Scope 1 & 2
BY 2030
1,578
tCO2e
7,6 51
tCO2e
TRANSPORT
AND DISTRIBUTE
USE OF
SOLD PRODUCT
DOWNSTREAM EMISSIONS
45,456
tCO2e
3,359
tCO2e
13,324
tCO2e
762
tCO2e
9
tCO2e
265
tCO2e
PURCHASED GOODS
AND SERVICES
FUEL AND ENERGY
RELATED USE
TRANSPORT
AND DISTRIBUTE
BUSINESS
TRAVEL
WASTE IN
OPERATIONS
EMPLOYEE COMMUTE
& WORK FROM HOME
We have established a supplier sustainability forum to identify collaboration opportunities
and co-design initiatives to help reduce scope 3 emissions.
UPSTREAM EMISSIONS
Collaborating to reduce Scope 3 emissions.
Scope 3
Reset
TO INCLUDE
SPEND-BASED
ASSESSMENT
SCOPE 3
INDIRECT EMISSIONS NOT COVERED
BY SCOPE 1 OR 2 CREATED
BY CHORUS' VALUE CHAIN.
20Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving Environment
Circular economy
and waste minimisation
90%
of all waste is recycled
within our network and
corporate operations,
up from 63% in FY22.
We continue to implement programmes to
reduce waste and reuse products.
Our plastic duct offcuts are sent to a supplier
to be granulated and used in the production of
new ducting.
In October 2023 we took part in the Reclaim
Recycling Week, where we encouraged
employees to bring in e-waste from home
and equally understand the different ways to
reduce, reuse and recycle waste. This saw an
increase in our e-waste as a result.
With the UFB build now complete, we expect
that our waste numbers will reduce. Overall we
are recycling more.
Please refer to Appendix 1 for more detailed
information on our emissions.
* The increase for FY23 for metal is due to
multiple SIMS reporting being included
this year.
WasteDisposal
method
FY21
(tonnes)
FY22
(tonnes)
FY23
(tonnes)
Duct (plastic)Recycled85
6063
Redundant network (metal)Recycled187
100*219
BatteriesRecycled10
8.59
E-wasteRecycled14
1226
Corporate officesLandfill32
2715
Fibre cableLandfill828036
Total waste (tonnes)410287. 5368
% of total waste recycled72%63%90%
Figure 3: Waste overview FY21 – FY23
FY23 waste and circular economy highlights
10m3
Water usage
average per site.
Consistent with
FY22.
Is this where we use the
Chorus bubble?
21Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Sustainable Digital Futures
Toa hangarau
Sustainable Digital Futures
Chorus is a member of a network of organisations in Aotearoa dedicated
to achieving digital equality for all. The digital divide has several obstacles,
such as availability, affordability, and adoption. We understand that
significant change can only occur by paying attention to the needs of the
communities we connect and collaborating with others to achieve digital
equity for everyone.
22Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Sustainable Digital Futures
Affordability
At the same time, Chorus understands that for many
people living in urban areas, the expense of being
connected is challenging, especially during the current
cost of living crisis. For the last decade, Chorus has
prioritised the connectivity of key community hubs,
like schools and marae.
For the last three years, Chorus has worked closely with the
Ministry of Education and the wider telecommunications
industry to support free connectivity for students whose
families are struggling with broadband and device
affordability. Originally part of the COVID-19 emergency
response, this initiative has helped connect over 9,000
student homes through retailers delivering broadband
services, using wholesale connections subsidised by Chorus,
other Aotearoa wholesale providers and the Ministry of
Education. Despite the pandemic and extended lockdowns
now ending, albeit with reduced numbers, the initiative
continues, with an expected end date of June 2024.
We continue to work with the government, the Digital Equity
Coalition for Aotearoa and the telecommunications industry
to understand the ongoing affordability challenges, seeking
to co-design solutions to remove affordability challenges
within our communities.
Availability
Chorus believes that everyone, regardless of their
location in urban or rural areas across Aotearoa, should
have the opportunity to connect to the digital world.
In the past year, Chorus has focused on understanding the
needs of rural customers by listening to key stakeholders
and community feedback. Due to the physical distance from
everyday services that urban New Zealanders take for granted,
rural New Zealanders require even higher quality technology
than their urban counterparts. Therefore, rural customers
should have access to the same speed, reliability, ability to use
data, and reasonable pricing as their urban peers.
Chorus, in FY23, commissioned the New Zealand Institute
of Economic Research (NZIER) to evaluate the advantages of
unrestricted connectivity in rural areas of Aotearoa.
According to the report, the benefits would amount to
around $16.5 billion in the next decade. Chorus is working
towards extending its fibre network and collaborating to
expand the reach of fibre where it can to help bring these
benefits to communities.
DIGITAL
EQUITY
A
D
O
P
T
I
O
N
A
F
F
O
R
D
A
B
I
L
I
T
Y
A
V
A
I
L
A
B
I
L
I
T
Y
23Connecting Aotearoa so that we can all live, learn, work and play
Adoption
Hapori (community) connecting to the digital world.
While availability and affordability are the key focus areas for
Chorus’ response to establishing Sustainable Digital Futures,
support to organisations focused on digital inclusion that give
communities the opportunity and skills to be confident online is
also at the core of our purpose.
In FY23, Chorus partnered with 20/20 Trust to run a pilot
programme called Hapori (community) connect.
Northland, a region with a disproportionate number of digitally
excluded people, was chosen for the pilot. Māori and Pasifika
adults applied to attend the programme to strengthen their digital
skills and develop personal learning plans in parallel, to not only
help them build trust, confidence, and skills in the digital space but
support the community to thrive in a digital world.
Utilising the existing foundational digital skills curriculum from
20/20 Trust, the programme's focus was Hauora (a Māori
philosophy of health and well-being unique to Aotearoa).
Chorus engaged Netsafe in FY23 to identify how to keep seniors
safe and confident online. The findings were used to create a
range of resources to support them.
Chorus Sustainability Report 2023
FY23 contributions
Digital Future Aotearoa
Digital Seniors
Digits Charitable Trust
Global Centre of Possibility
Hokianga Sports Club Inc
Matakite Online Trust NZ
Senior Net
The Funding Network NZ
$400,000
Donations
Accessibility Tick Ltd.
Auckland YWCA Inc.
Diversity Works NZ
Global Women
Innovative Young Minds
Internet Service Providers
Association NZ Conference
Netsafe
NZ Compare
Rainbow Tick
Selfie Central Limited
South Pacific Pride
TUANZ
(After 5 events and Rural
Connectivity Symposium)
$315,000
Sponsorships &
Partnerships
Business Leaders Health
and Safety Forum
Climate Leaders Coalition
Human Resources Institute
of NZ
Infrastructure New Zealand
Institute of Managers and
Leaders
Property Council of NZ
Sustainable Business Council
Telecommunications Forum
(TCF)
Technology Users Association
(TUANZ)
The NZ Initiative Ltd
$690,000
Memberships
Sustainable Digital Futures
85%
OF PARTICIPANTS
saw an uplift in their
ability to use a digital
device confidently
and competently.
Nga iwi whai hua
Thriving people
Connecting Aotearoa so that we can all live, learn, work and play24Chorus Sustainability Report 2023Thriving People
25Chorus Sustainability Report 2023Connecting Aotearoa so that we can all live, learn, work and play
Our strategy was developed in consultation with a diverse group of people across
the business, using the Aotearoa Inclusivity Matrix (AIM) as the framework and a
number of employee data points for input. AIM is an evidence-based framework
explicitly developed for NZ workplaces that allows organisations to identify the
maturity of their DEI measures across seven components. It provides a basis for
workplaces to understand their current capabilities, identify areas for improvement
and create a roadmap for transformation.
We continue to use AIM as a measure of progress against our DEI objectives in
addition to a number of others, including specific demographic measures and at
an overall organisational level. As of 30 June 2023, we achieved our measure of
being within the top 10% of the technology industry benchmark for our engagement
surveys three drivers of diversity: diversity, inclusiveness and non-discrimination.
We report on our measures to the People Performance and Culture Committee,
a subset of our board, annually.
Diversity, Equity and Inclusion
Thriving People, diversity of thought and wellbeing are all central to Chorus'
Diversity, Equity & Inclusion (DEI) strategy, launched at the start of FY23.
Thriving People
26Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Chorus employee overview
Employee
engagement
2
FY21 FY22FY23
Total (out of 10)8.58.58.7
Employee net
promoter score
(eNPS)
+62+64+70
Participation
rate
86%85%86%
Employee turnover
rate
FY21FY22FY23
Voluntary8.1%14.4%9.6%
Tot al
turnover rate
12.6%15.3%10.1%
Positions filled by
internal candidates
43.3%54.0%46.0%
1 eNPS means employee Net Promoter Score. Net promoter scores can range from -100 to +100 and are calculated by subtracting the percentage
of detractors (0-6 engagement score) from the percentage of promoters (9-10 engagement score)
2
C
horus engagement survey data is provided by Peakon who provide a technology sector benchmark for comparison.
Figure 4: Employee turnover rates - FY21 – FY23Figure 5: eNPS
1
- three year view FY21 – FY23
Training and developmentFY21FY22 FY23
Average hours per FTE8 hours5 hours8 hours
Average spend per FTE$1,060$693$1,012
Figure 6: Employee learning investment - FY21 – FY23
846
Total number
permanent and
fixed-term employees
has increased
in FY23
8.7
out of 10
PEAKON
METHODOLOGY
2
Employee
engagement
increased to
TOP 10%
INTERNATIONAL
‘TECHNOLOGY’ COMPANY
BENCHMARK
Engagement
result
A
CHIEVED
Non discriminatory driver target
Top 10% in technology company
benchmark by 2023
TOP
5%
+77
eNPS
8.9
RATING
BEST IN CLASS
ACHIEVED IN FY23
Diversity driver target
Top 10% in technology company
benchmark by 2023
TOP
5%
+78
eNPS
8.9
RATING
BEST IN CLASS
ACHIEVED IN FY23
Inclusiveness driver target
Top 10% in technology company
benchmark by 2023
TOP
5%
+80
eNPS
8.9
RATING
BEST IN CLASS
ACHIEVED IN FY23
27Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Engagement
As part of Chorus’ employee communications and
engagement strategy, each business area reviews their
engagement scores and comments every quarter,
with people plans in place to respond to trends and
needs of teams. Chorus has a comprehensive internal
communications strategy which focuses on sharing and
discussing the business strategy and news with its people,
using a range of channels, from yearly face-to-face events,
monthly people leader video calls, to daily intranet articles
and an all staff daily call, our heartbeat. There is also regular
reporting of engagement results and themes to the People
Performance and Culture Committee.
Flexible working
Flex@Chorus is Chorus’ approach to flexible working,
providing employees access to multiple flexible working
options. This includes flexibility in work schedule, flexible
locations, part-time working hours and the ability to stagger
a return to work after parental leave.
Gender
Chorus uses the Global Women recommended target of
a 40:40:20 gender ratio for its Board and People Leader
community. While we’ve had minor fluctuations to date, there
is progress with creating more role opportunities and career
pathways underway. The highlight in gender is the significant
decrease we’ve witnessed in female voluntary turnover. As of
June 2023, female voluntary turnover in career levels 8-11 had
decreased by 16% and in career levels 3-7, it decreased by 5%
compared to June 2022. Chorus uses an industry framework
developed by EY to determine the career level of every role at
Chorus. There are currently nine career levels (CL3 to CL11)
below the executive team.
Figure 8:
Gender by role - three year view FY21 - FY23 as of 30 April 2023
20%
40%
60%
80%
100%
0
EXECUTIVE
2023
EXECUTIVE
2022
14
EXECUTIVE
2021
DIRECTORS
2023
DIRECTORS
2022
DIRECTORS
2021
PEOPLE
LEADERS
2023
61
39
PEOPLE
LEADERS
2022
PEOPLE
LEADERS
2021
ALL
CHORUS
2022
ALL
CHORUS
2023
ALL
CHORUS
2021
5959
4141
58
42
86
144
57
43
Figure 9:
Ethnicity by role 2023
20%40%60%80%100%
0
NZ EuropeanPacific PeoplesMāoriLatin / Middle East / AfricaOtherEuropeanAsian
PEOPLE
LEADERS
2023
ALL
CHORUS
2023
NOTE - these two % columns don't add to 100%. This is because our people can chose up to three ethnicities that they identify as, so where someone has more than one
they are represented in each of their ethnicities, but over the total headcount. This is consistent with how we report ethnicity splits elsewhere.
Ethnic representation: Chorus has 99% of our employee population’s ethnicity data, well above the level of many organisations in Aotearoa. Chorus seeks to grow
diverse leadership population with internal development and education programmes, sponsorship and mentoring.
40:40:20 split of employees by 2023 / 40:40:20 split of Career level 8-11 by 2025 / 40:40:20 split of People Leaders by 2023.
40:40:20 split of Executive by 2023 / 40:40:20 Board split by 2023.
Career levelJune 2022June 2023
8-11 (Senior roles)25.7%9.6%
3-71 7. 1 %12%
Figure 7: Female voluntary turnover
62
64
38
36
8686
144144
57
43
57
43
28Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
>75% annual
participation
rate in
training in
relation to
Te Ao Māori
as at April 2022as at April 2023
Te Ao Māori
education
programme
9%Te Ao Māori
education
programme
34%
Te Tiriti
workshops
200Te Tiriti
workshops
200
Figure 10: Confidence in Te Reo & Values in Tikanga Māori
Rainbow
In FY23, we sponsored and attended the Big Gay Out, The
Rainbow Excellence Awards and extended our membership
level to Gold with Pride Pledge. We hold the Rainbow Tick
Accreditation and, through this partnership, established a
calendar of Rainbow 101 workshops accessible through our
Chorus learning platform. Our bespoke ally programme,
developed with our Rainbow employee network, will launch
in July 2023.
Wellbeing
Hauora is the Te Ao Māori view of wellbeing and
is the latest part of the evolution of Chorus'
wellbeing journey.
Along with supporting Chorus to be a great workplace, the
wellbeing programme's objective is to create a healthier and
more resilient workforce by influencing and supporting healthy
h
abits. We achieved our measure of being in the top 5% of the
technology industry benchmark for the wellbeing drivers in our
engagement survey of social, physical and mental wellbeing and
organisational support.
The Wellbeing Programme comprises a range of excellent
benefits, resources, national events and a range of holistic
activities in local offices that Chorus employees can participate
in. The programme is run by a passionate and motivated group of
champions nationwide. Te Whare Tapa Whā – the four pillars of
Mental and Emotional, Physical, Family and Social, and Spiritual
Wellbeing ensure a holistic approach.
Accessibility
Chorus was awarded the Accessibility Tick in February 2023,
and we have an accessibility action plan in place across nine
business categories. We’ve had three digital platforms assessed
by subject matter experts, and recommendations for accessible
improvements are underway. Educational webinars and
workshops, including a focus on neurodiversity, are a regular
feature in our DEI communications.
Confidence in Te Reo and Values and Tikanga Māori
At the end of FY23, 34% of our people were enrolled in our online
Te Ao Māori programme with additional support provided by an
external Te Ao Māori cultural advisor. The increased use of Te Reo
across the business has been significant, and Tikanga practices
are being adopted across teams. Additional Te Ao Māori learning
and development is planned in the first half of FY24.
Age
Our people’s knowledge enhances the employee and customer
experience, so we can attract, grow and retain the right talent.
We are in the process of refreshing our mentoring programme
and have implemented a tailor-made talent development
programme in our Chief Technology Operations function to
create greater internal career pathways.
29Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Target: Total Recordable Injury Frequency Rate (TRIFR)
benchmark of 2.60 and Lost Time Injury Frequency Rate (LTIFR)
benchmark of 1.45.
Health, safety and wellbeing of Chorus people includes our direct
employees and the thousands of people working on our behalf to
build, connect and maintain our network. Our health and safety
focus extends to anyone in, or in the vicinity of,our workplaces.
In FY23, in addition to our focus on risk management, assurance
and governance optimisation, we successfully looked after
Chorus people during multiple adverse weather events across
New Zealand.
The volume of work performed, including our service companies,
totalled 6.1 million hours. This was down from 6.7 million hours
in FY22, resulting from the connection activity continuing to
decrease and the end of the UFB rollout programme.
The TRIFR decreased to 1.30 in FY23, down from 2.53 in FY22.
Injuries to our people decreased to eight, down from 17 in FY22.
The injuries observed were strains, sprains and lacerations caused
by manual handling activities, slips, trips and falls and vehicle
accidents. There were no fatalities. The LTIFR decreased to
0.65 from 1.34.
The health, safety, and wellbeing of anyone
within our ecosystem is paramount for Chorus.
Health and Safety
In 2022 Chorus achieved 'performing' level in the
SafePlus assessment.
A company at 'performing' level has proactive and visible
leadership and governance. It actively reviews and monitors
performance to support continual improvement. It also actively
seeks information on its health and safety risks and implements
and monitors actions to sustainably manage identified health
and safety risks. Workers are involved in all activities and
empowered to take action. There is a shared understanding
from workers at all levels of the commitment to support good
health and safety outcomes.
Our Health and Safety Policy is available online.
https://company.chorus.co.nz/file-download/download/
public/2260
0
1
2
3
Injury frequenc
y rate
FY22FY21
TRIFRLTIFR
LTIFR: number of lost time injuries + medical treatment injuries
+ restricted work injuries per million hours worked.
FY23
Figure 11:
Injury frequency rates FY21 – FY23
0
15
10
5
Recordable injuries*
Service companiesChorus direct
FY22FY23
* Recordable injuries are medical treatment, lost time or restricted work injuries
** Member of the public (community) injuries reflect those sustained by slips and trips on
Chorus infrastructure e.g. utility covers, which are remediated as quickly as possible
.
Member of the public (community) **
Fig ure 12:
Actual recordable injuries* FY22 - FY23
TRIFR: number of lost time injuries divided by total work hours × 1,000,000
30Connecting Aotearoa so that we can all live, learn, work and playThriving People
Modern Slavery Statement
Our latest Modern Slavery Statement is available at:
www.chorus.co.nz/governance
Our supply chains span around 1,150 direct suppliers
representing approximately $890 million in procurement
spend in FY23.
M
ost of our direct supplier spend is in Aotearoa. We source
a range of goods and services internationally, primarily from
suppliers in Europe, North America and Asia with a New Zealand
presence. Beyond our service company partners, we have
surveyed key suppliers to better understand their risks and
responses to modern slavery.
In FY23, Chorus focused on resources and efforts to transition
to our new Field Service Agreements. To support this, we
conducted three ethical voice surveys reaching out to
technicians and sub-contractors for feedback on health and
safety and employment conditions. These have led to action
plans to improve conditions and communications. This is now
established as an ongoing tool for continuous improvement
in our service company supply chain. We audited the worker
welfare programmes within Chorus and at our service companies
to ensure that the programme is operating effectively.
With the opening of the borders post the COVID pandemic
restrictions, we have seen renewed growth in migrant workers
joining the supply chain. We have supported service companies
and new migrants into New Zealand and continued monitoring
for exploitation. A small number of complaints have been
received and dealt with by Chorus, service companies or specialist
investigators. Four companies were required to undertake
remedial action and one company was removed from further work
on the Chorus network.
Worker welfare
We also manage modern slavery risks during the procurement
lifecycle: including tendering, supplier selection; prequalification;
contracts – through strong terms and conditions; and an ongoing
worker welfare programme and audit regime focused on our field
workforce to assess supplier performance.
We expect our suppliers to share our commitment that everyone
is treated fairly. We work closely with our service company
partners, to maintain our network, meet the demand for fibre
connections and deliver a good customer experience. This
workforce numbers about 2,300 people and is reducing as the
fibre network rollout concludes and we retire overlapping areas of
our copper network.
Our worker welfare team monitors our contractor and
subcontractor field workforce within Aotearoa. The aim is to
make worker welfare an everyday part of our business, like health
a
nd safety.
From our quarterly Pulse engagement survey to technicians,
through our online portal and independent whistle-blower
process, our worker welfare team monitors our contractor and
subcontractor field workforce within Aotearoa.
Our cross-business governance team oversees any investigation
of actual or potential work mistreatment and oversees the service
companies’ worker welfare programmes. If we identify worker
welfare issues, we'll notify relevant regulatory authorities and,
where appropriate, ban companies from working on our network.
See: https://worker-welfare.chorus.co.nz
We want to have sustainable and valuable
supplier relationships.
We conduct our business with high social, labour and ethical
standards. Given the rapid change within our industry, we focus
on building enduring relationships that deliver value to both
parties and encourage innovation.
We consider a range of criteria when evaluating potential
suppliers, including environment, health and safety, worker
welfare and corporate reputation.
We encourage our suppliers to go beyond legal compliance,
drawing on internationally recognised standards to advance
social, labour and business ethics.
Our commercial team administers our Supplier Code of
Practice and has governance oversight from the Board.
See www.chorus.co.nz/chorus-suppliers
Ethical supply chain
Chorus Sustainability Report 2023
31Connecting Aotearoa so that we can all live, learn, work and playThriving People
Privacy
We don't sell telecommunications services directly to consumers
or bill them directly. This means we hold significantly less
personal information than the retailers who use our network
to provide services to their customers. For example, we don’t
store credit card information (we use a specialist payment
gateways provider).
We’re committed to protecting and managing personal
information in line with the requirements of the New Zealand
Privacy Act 2020 and the Telecommunications Information
Privacy Code 2020 (that sets out additional rules for our sector).
Our privacy policy covers how people can raise concerns
or make requests, such as access, correction, or deletion of
personal information – https://www.chorus.co.nz/terms-and-
conditions/our-privacy-policy. We either delete or anonymise
personal information once it is no longer needed for the
purpose for which it was collected.
Our Privacy Officer is responsible for implementing our privacy
framework within our wider risk management framework. They
promote awareness of our privacy systems and processes, and
escalate matters to the Executive team if required.
Cybersecurity and Privacy
FY23 privacy initiatives
An independent audit of privacy risks and practices was
completed in FY23 and a roadmap for further enhancements
to our privacy framework is being developed. Other initiatives
included:
•
refreshing our privacy policy to clarify how we collect, use,
and share personal information
• launching an employee website with resources such as
privacy guidelines, policies on information management,
and training videos
•
new privacy training module for employees and contractors
required to be completed annually
• a new internal privacy breach reporting tool and process to
clarify how we address and mitigate any breaches
•
a process to identify and assess privacy risks for product
and marketing decisions
•
providing the Board with six-monthly privacy reports
Cybersecurity
The Audit and Risk Management Committee receives
comprehensive cybersecurity reports from our Chief Technology
Officer every six months, with interim updates as required.
These are reported back to the Board.
We have detailed policies, processes, and registers to ensure
cybersecurity is addressed through technology selection,
network delivery practices, and ongoing operations and
protection of our IT systems. Access controls and
encryption are applied to systems identified as containing
sensitive information.
Our Principal Security Officer tests our security incident
responses and liaises with the National Cyber Security Centre on
advanced cyber threats. We undertake regular reviews, including
annual external audits, and ad-hoc reviews, to provide assurance
and feedback on our assessments and controls. Analysis of
cyber-attacks against other businesses inform our approach.
We provide annual training to anyone who accesses our
information systems, including contractors, on issues such as
phishing and malware. Our contracted suppliers are required to
meet our information security standards and we have insurance
for key cybersecurity risks. We undertake incident exercises and
vulnerability audits, including with external parties, in parallel
with internal real-time scanning of our systems.
Chorus Sustainability Report 2023
We recorded no
material cybersecurity
incidents or privacy
complaints from the
Office of the Privacy
Commissioner
in FY23.
32Connecting Aotearoa so that we can all live, learn, work and playThriving PeopleChorus Sustainability Report 2023
Stakeholder and investor relations
The rollout and ongoing maintenance of our fibre network has
entailed an extensive stakeholder engagement programme at all
levels of government, local councils and other stakeholders.
We monitor customer satisfaction through surveys on new
fibre installations and connecting homes with an existing fibre
box. These measures are linked to organisational objectives for
remuneration purposes. We also use independent consumer
surveys to assess broadband satisfaction and the public's
perception of Chorus.
Our investor relations programme facilitates two-way
communication with investors and other market participants
about our business, governance and performance. This is a
valuable source of feedback. Our annual and half-year results
presentations are available to all investors via webcast, as is our
annual meeting.
Stakeholder and Community
65
39
24
170
Shine the Light
events delivered
around Aotearoa
Local councils
engaged with to
decorate Chorus
cabinets
New Mayors
and community
leaders met with to
discuss broadband
New murals
applied by
140
local artists
Community relations
Our Community Relations team works closely with local
councils, government agencies and community groups, with
key highlights being;
•
E
ngaged with 39 local councils to get more than 170 murals
on our cabinets, enhancing our streets, creating work for local
artists and lifting their profile while at the same time playing our
part in working to reduce graffiti vandalism.
•
P
artnered with community and business groups such as
the Beautification Trust; Creative Bay of Plenty and Creative
Northland; Business Associations in Parnell, Wiri and Papakura;
graffiti teams in Auckland, Wellington and Christchurch; Art
Trust, Greypower and Federated Farmers.
•
D
elivered 65 Shine the Light events in towns and communities
around Aotearoa. These face-to-face events run in
communities where fibre build is complete, but uptake is slow.
These events build community goodwill, identify digital skills
needs and help us understand the barriers people have to
connect to the digital world.
•
A
fter the Local Government elections last year, Chorus met
with 24 of the 31 new mayors, as well as Deputy Mayors, Chief
Executives, CIOs, Councillors, Community Board Chairs and
council operations staff. The purpose of the meeting was to
emphasise the importance of broadband in their communities.
33Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Thriving People
Anti-bullying, harassment and discrimination
We’re committed to a psychologically and physically safe
working environment, and we take a zero-tolerance approach
to bullying, harassment and discrimination. Anti-bullying training
is provided each year. Our policy reflects Aotearoa legislation,
such as the New Zealand Bill of Rights Act 1990 and the Human
Rights Act 1993, prohibiting discrimination and protecting the
right to freedom of expression.
Whistleblowing and fraud
The Protected Disclosures (Protection of Whistle-blowers) Act
2022 provides enhanced legislative protection for employees
who notify an appropriate authority about serious wrongdoing
in, or by, an organisation. We encourage confidential reporting
of serious misconduct or wrongdoing and suspected fraud
or corruption. A dedicated whistle-blower email address and
phone number are provided. PwC monitors these and are
available to all employees and subcontractors. A dedicated email
address is also available for reporting suspected fraud.
Our directors and employees are expected to act honestly and
with high standards of personal integrity. Our codes of ethics
set the expected minimum standards for professional conduct.
They also facilitate behaviours and decisions consistent with our
values, business goals and legal and policy obligations.
Annual training is provided to our directors and employees,
including part-time workers and contractors. Our people
are encouraged to report unethical behaviour and are asked
annually to register any potential conflicts of interest. This
process is subject to internal audit, and all reported breaches
are investigated. A third-party review in 2019 benchmarked our
compliance function against industry best practices.
Policies that reinforce the behaviours we expect at Chorus,
include:
Bribery and gifts
Acceptance of bribes, or gifts and other benefits which could
be perceived as influencing decisions, are prohibited under our
codes of ethics. Our Gifts and Entertainment policy applies to all
directors, employees and contractors. Gifts and entertainment
over $150 require approval. Chorus is not involved in any ongoing
bribery and corruption cases, and no fines or settlements were
incurred for anti-competitive business practices in FY23. Our
Supplier Code of Conduct requires our suppliers to comply with
laws relating to anti-bribery and corruption. This includes bribery,
abuse of power, extortion, fraud, deception, collusion, cartels
and embezzlement.
Code of Ethics
We did not
receive any reports
of serious instances
of unethical behaviour
by our employees
in the year to
30 June 2023.
Is this where we use the
Chorus bubble?
Connecting Aotearoa so that we can all live, learn, work and play34Chorus Sustainability Report 2023
Appendix 1: Chorus Climate Statement
Compliance with Task Force on Climate-related
Financial Disclosures/New Zealand Climate Standards
Aotearoa has introduced mandatory Climate-Related
Disclosures (CRD) for a number of entities, including
large, listed issuers such as Chorus. These mandatory
disclosures will apply to Chorus’ 2024 annual
reporting and closely align with the Task Force
on Climate-related Financial Disclosures (TCFD)
framework. With our climate-related disclosures,
we seek to provide our stakeholders with a better
understanding of both the transition and physical risks
that affect our operations, as well as our management
approach and strategy to address the resulting
financial impact.
Climate Statement (TCFD Appendix)
35Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Disclose the organisation's governance regarding climate-related risks and opportunities. Describe the governance body's oversight of climate-related risks and opportunities.
Describe the governance
body's oversight of climate-
related risks and opportunities
Our Board is ultimately responsible for Chorus' risk management framework and governance. Our Audit and Risk Management
Committee (ARMC) has been appointed as the governance body for the purposes of the CRD given its members' financial, industry and
sustainability skills. The Board and ARMC expects Chorus to understand the risks, opportunities, and threats to its current and future
business environment, assign principal risks to members of the Executive within the necessary skills to oversee this risks and opportunities
and respond tactically and strategically.
This includes:
• annually setting risk appetite and tolerances and determining principal risks.
•
approving and regularly reviewing our Managing Risk policy and supporting framework.
• promoting a culture of proactive risk management.
•
p
roviding risk oversight and monitoring through our ARMC/governance body.
Principal risks are the key risks to the achievement of our strategy. They are assessed based on a risk profile that identifies the likelihood
of occurrence and potential severity of impact. Our current principal risk categories are identified through a comprehensive enterprise
risk management framework encompassing financial and non-financial risks. These categories include:
•
H
ealth, safety, and wellbeing risks: Working to keep the people we owe duties to safe.
• Commercial and financial sustainability risks: Maintaining appropriate capital management and credit settings.
• Core services risks: Ensuring core service availability and network resilience.
•
P
eople and skills risks: Ensuring Chorus has employees capable of achieving its strategic objectives.
•
Legal, regulatory, and contractual risks: Working within the regulatory and legal environment.
•
S
takeholder and customer confidence/reputation risks: Attaining and retaining a positive reputation with key stakeholders
and customers.
•
I
nnovation risks: Identifying and pursuing innovation and opportunities that will enhance Chorus.
Our climate change risks and opportunities are reviewed within this framework. Principal risks and opportunities are reported to the
ARMC half yearly and, if necessary, also by exception. Our ARMC reports to the Board.
See
Governance on page 7
and Risk Management on
pages 9-10.
Describe management’s role
in assessing and managing
climate-related risks
and opportunities
Principal risks are owned by relevant executives, promoting integration into operations and planning and a culture of proactive
risk management.
Our CEO and executive are responsible for considering how risks and events interrelate and for managing our overall risk profile. Executive
Management also semi-annually considers unforeseen and emerging risks and reviews Business Unit risks quarterly. Climate change
risks may be reflected as Principal, Emerging, or Business Unit risks depending on their potential impact and likelihood to impact Chorus'
strategy. Operational risks related to climate change are identified within our risk management framework, particularly regarding core
service availability and network resilience. The Chief Technology Officer is responsible for operational risks related to our nationwide
physical network. Mitigation measures include planning for network deployment and protection, as well as ongoing maintenance and
fault management. In FY22, we conducted internal workshops to review climate-related risks, creating our first dedicated climate risk
register. Each risk's likelihood and potential consequences were analysed and recorded, and business owners have been assigned to
each risk to mitigate and manage that risk, with quarterly reviews. In FY23, we reviewed that register, added some additional risks and
considered opportunities, and created it into a Climate-Related Risks and Opportunities register to align with the CRD standards. Risks and
opportunities are reported to the ARMC half-yearly.
See
Governance on page 7
and Risk Management on
pages 9-10.
Governance
Climate Statement (TCFD Appendix)
36Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Disclose the climate-related risks and opportunities the organisation has identified over the short (0-3 years), medium (3-10 years), and long-term (10+ years).
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation's
businesses, strategy, and
financial planning, where such
information is material
In anticipation of the mandatory CRDs for FY24, we are preparing climate scenarios and analysis to assess the potential impact of
climate change on Chorus' business. We have started with a qualitative approach to identify the climate risks most likely to have an
impact on Chorus so that these risks can be managed and mitigated under our risk management framework. We plan to quantify
select risks next year.
In the past year, climate change-related weather events have tested the resilience of the Chorus network. While Cyclone Gabrielle
led to the widespread loss of electricity and the subsequent loss of telecommunications services, damage to our core network was
reasonably limited with no exchange buildings affected. Flooding across the North Island also tested the resilience of our copper
network, which had higher fault rates as a result. However, we did suffer some fibre backhaul breaks as a consequence of the
cyclone. EBITDA impacts from flood and cyclone-related events were $7m and exclude future capital expenditure, where required,
for network replacement. The operational risk created by extreme weather remains our main climate-related risk over the short to
medium term.
See Network Reliability,
starting on page 17, our
transition roadmap on
page 18, and Risk
Management on pages 9-10.
Strategy
Physical risksNature of risk/opportunity ImpactResponse
Risk 1:
More frequent/extreme
weather events
Time horizon:
Short and medium term
•
Damage or disruption to our network assets
could affect the delivery of telecommunications
services to our customers (retail service
providers) and their end users.
•
Prolonged service disruption may have a
detrimental financial and/or reputational impact,
particularly where it impacts a large area or
number of consumers (e.g. damage to key fibre
routes or widespread loss of electricity).
•
Extreme temperatures or cascading climate
related events affect our people’s ability
to work.
• Detailed risk analysis in FY23 has identified
potential exposure across a range of Chorus
network assets (see page 44).
• Significant damage may require replacement or
relocation of assets.
• Staff and contractors unable to work due
to Health & Safety risks posed by extreme
events (e.g. physical damage to infrastructure
limits movement or temperature extremes
constrain activity).
• Climate risk is included as part of asset management planning
with a detailed pluvial and fluvial flooding risk analysis completed
in FY23 (see page 44). This will inform ongoing investment for
protection or potential exit from key assets (e.g. South Dunedin
exchange building flood wall).
•
Continued growth in fibre uptake increases network resilience
because fibre is less susceptible to weather-related faults.
•
T
he expected shutdown of copper over the next decade will
reduce the amount/type of assets exposed to future climate risks.
•
Ongoing investment programmes to enhance network resiliency
(e.g. fibre backhaul upgrade and FTTH in high rainfall area of
South Island West Coast).
•
Ongoing monitoring of network performance in extreme
weather to assess trends: $7m EBITDA impact in FY23 following
significant weather events. Pan-industry working group to
identify opportunities for enhanced network resilience and
collaboration with government.
•
W
ork to minimise the impact of extreme temperature or
compounding and cascading weather events for both employees
and technicians.
Climate Statement (TCFD Appendix)
Continued overleaf
37Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Strategy cont.
Physical risksNature of risk/opportunity ImpactResponse
Risk 2:
Sea-level rise
Time horizon:
Long term.
•
Projected risk of damage to our network assets
from sea level rise or coastal flooding needs
to be considered as part of our asset
management planning.
•
D
amage to cables or buildings could affect
the delivery of telecommunications services to
our customers (retail service providers) and
their end users.
•
External impact assessment in 2023 screened
key network assets.
• Network risk assessment findings incorporated into long-term
asset management planning.
• Network asset exposure will reduce with the expected shutdown
of the copper network over the next decade.
•
Periodic updates to network risk assessment in future as new
climate change data becomes available.
Risk 3:
Supply chain disrupted due to
major weather events
Time horizon:
Short, medium, and long term
•
Global supply chain disrupted or materials
delayed on a more frequent basis due to major
weather events (whether at source or while
materials are in transit).
• Shortage of ONTs and other core materials.
• Failure to meet contractual obligations
to service companies regarding supply
of materials.
•
Unable to meet customer demand.
•
R
eview supply chain forecasting buffers to assess if they allow
for the current and anticipated frequency and severity of climate
events and eventual minimal supply of some parts and limited
number of supply routes.
• Ensure that supply chain processes embed a review of the impact
of climate change.
Risk 4:
Insufficient electricity
generated through any
means could lead to demand
outstripping supply
Time horizon:
Short, medium, and long term
• Electricity supply (from hydro, wind, solar or
other sources) is insufficient to meet demand
to run our business.
• Increased carbon emissions and rolling
black-outs.
• Install own generation assets and reduce electricity demand.
• Network asset exposure will reduce over time as copper network
is replaced with more energy efficient fibre network.
Continued overleaf
Climate Statement (TCFD Appendix)
38Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Strategy cont.
Transitional risksNature of risk/opportunity ImpactResponse
Risk 5:
Insufficient priority on climate
mitigation and adaptation
Time horizon:
Short term
• Increased unplanned capital spend for
frequent and extensive service and network
restoration activities.
• Financial costs.• Climate risks factored into asset management planning.
Risk 6:
Insufficient allowance for
weather related operating cost
or asset investment
Time horizon:
Short and medium term
• Regulatory framework provides insufficient
allowance for weather related opex or
asset investment.
• Financial costs.• Assess and report costs associated with climate mitigation
and adaptation.
•
E
xpedited exit of copper network to reduce at risk assets.
OpportunitiesNature of risk/opportunity ImpactResponse
Opportunity:
Energy sources
Time horizon:
Short term
• Electricity is our largest source of scope 1
and 2 carbon emissions at 9,921 tonnes-CO2e
in FY23.
•
En
ergy use reduction and generating our own
electricity from solar PV is one of our biggest
opportunities. We have developed an Emissions
Reduction Plan that focuses on opportunities to
reduce carbon emissions and the energy costs
associated with our network.
• Our electricity consumption is expected to
reduce by 25% as our copper network is retired
• The national grid averages ~80% renewable and is expected to
become more renewable.
•
W
e are investing in solar for our exchanges with six pilot sites
decided and build expected to start in FY24.
•
O
ur new electricity supplier is climate positive certified.
Climate Statement (TCFD Appendix)
39Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Describe the impact of
climate-related risks and
opportunities on the
organisation's business,
strategy, and financial
planning.
Climate-related risks and opportunities have limited impact on our business, strategy, and financial planning. Our investment in an
FTTH network has helped mitigate significant potential transition and physical risks related to climate change. Our climate change
impact assessment in FY22 and other network information and experience from past extreme weather events inform our ongoing
network planning and management practices. Our Emissions Reduction Plan further focuses on emissions reduction opportunities
and potential energy savings. Our transition roadmap is outlined on page 18.
See Governance on page 7
and Risk Management on
pages 9-10.
Disclose the resilience of
the organisation's strategy,
considering different climate-
related scenarios.
As part of the CRD standards, we must prepare and disclose three possible climate scenarios: 1.5 degrees Celsius, 3 degrees
Celsius or greater, and one other scenario in our FY24 reporting. We are working through our scenario analysis process to meet
the CRD standards.
Climate change scenarios are narratives about plausible futures that predict how climate change could affect the sector. They
consider various combinations of climate-related risks (e.g. impacts of storms and shifts in temperature) and a range of economic,
regulatory and social factors (e.g. emissions pricing or consumer preferences). Business and industry groups in New Zealand have
worked together to do scenario analysis for their respective sectors.
A sector-wide approach to scenario analysis will benefit risk management and help stakeholders understand the potential
implications of climate change. The Telecommunications Forum (TCF) board has formed a Climate Change Working Group (CCWG)
to work on a sectorial scenario analysis and gather and share information on the impacts of climate change on the resilience of the
telecommunications industry. Chorus has joined this working group.
See Risk Management on
pages 9-10.
Describe the organisation’s
processes for identifying and
assessing climate-related risk.
Chorus has a Climate Change Risks and Opportunities Registry to align with the requirements of the CRDs. Chorus held a high-level
workshop with representatives from across the business to review the existing registry and ensure it was still fit for purpose and that
lessons from the recent weather events were considered.
See Risk Management on
pages 9-10
Describe the organisation's
processes for managing
climate-related risks.
Our management of climate-related risks aligns with the process used for other threats. Principal risks are assigned to individual
executives for management, and risk mitigation initiatives are identified. We utilise external data, experience with extreme weather
events, and ongoing network planning and management practices for network risks related to flooding or sea-level rise. Mitigation
measures include building maintenance and flood protection for at-risk exchanges, geotechnical surveys for selecting fibre routes,
placement of cables on the downstream side of bridges, and network expansion projects to enhance route diversity and network
robustness. Post Cyclone Gabrielle, river crossing build techniques are being revisited, with separate aerial connection being
considered. As parts of our copper network are shut down, at-risk network assets are being phased out.
See Risk Management on
pages 9-10.
Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation's overall risk
management and prioritised.
Climate-related risks are identified, assessed and managed within our existing risk management framework and practices. Identified
risks and related actions are monitored and updated quarterly. If risks exceed our risk tolerance, additional mitigation activities may
be implemented.
See Risk Management on
pages 9-10.
Risk Management
Climate Statement (TCFD Appendix)
40Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Disclose the metrics the
organisation uses to assess
climate-related risks and
opportunities in line with
its strategy and risk
management process.
We measure energy and fuel usage across our network and monitor greenhouse gas emissions. We aim to reduce our scope 1 and
2 emissions by 62% by FY30, based on FY20 levels. Data usage metrics indicate the reduction in emissions intensity as we transition
to a fibre-based network and data volumes continue to grow. Fault performance and associated cost measures are relevant for
monitoring network resilience.
See Thriving Environment,
starting on page 15.
Disclose scope 1, scope 2,
and, if appropriate,
scope 3 greenhouse gas
(GHG) emissions and the
related risks.
We report our scope 1, 2, and limited scope 3 emissions annually. Our emissions performance and intensity for the last three years
is available on pages 41 & 42. Network electricity consumption accounts for most of our combined scope 1 and 2 emissions. Our
Emissions Reduction Plan focuses on energy efficiency and reducing energy use across our network. The shutdown of parts of our
copper network will reduce electricity needs and emissions by about 25% by 2030. In FY23, we powered down 225 copper cabinets
and have seen a 4.5% reduction in electricity consumption. We anticipate reducing scope 3 emissions as fibre uptake increases.
Fault-related activity is also lower on the fibre network.
See Thriving Environment,
starting on page 15.
Describe the targets
the organisation uses to
manage climate-related
risks and opportunities and
performance against targets.
Our Emissions Reduction Plan aims to reduce electricity consumption by 15% over the next three years and we have achieved a
reduction of our corporate fleet by 25% at the end of FY23.
The rollout of our FTTH network has contributed to the transition to a more energy-efficient and resilient network. We have
achieved a 70% uptake of the fibre network to date. By increasing fibre uptake, we can further reduce our carbon footprint through
reduced electricity usage. Fibre broadband offers high-speed capability with lower emissions. Average data usage per connection
on our network is growing significantly each year.
See Thriving Environment,
starting on page 15.
Metrics and Targets
Climate Statement (TCFD Appendix)
41Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Our organisational boundary
We aim to achieve an emissions intensity of under 1 (tCO2e/PB) by FY25.
Data traffic
(PB)
Scope 1 and 2
(tCO2e)
Emissions intensity
(tCO2e/PB)
FY204,94510,3702.09
FY215,82313,2392.27
FY227, 14 013,9571.95
FY237, 4 0210,6611.44
Climate Statement (TCFD Appendix)
Targets
• Science-based target – reduce 62% scope 1 and 2 emissions from 2020 by 2030
•
S
cience-based target –70% of our suppliers, by spend, cover over half of scope 3
emissions and will have science-based targets or emissions reduction plans by FY30.
•
The largest potential areas to address emissions in Scope 3 are purchased goods and services,
fuel and energy-related use (technician van fuel) and use of sold products (downstream).
We have established a supplier sustainability forum to identify collaboration opportunities and
co-design initiatives to help reduce scope 3 emissions.
GHG emissions intensity
Chorus monitors emissions intensity against the amount of data transmitted across its network
in Petabytes (PB). As the amount of data transmitted on our network steadily increases as more
people and devices connect, our emissions intensity decreases.
Our organisational emissions reporting boundary takes an operational control approach defined by the GHG Protocol and includes Chorus New Zealand Limited only, as our operating company and
sole subsidiary of our parent company, Chorus Limited. Chorus Limited is publicly listed, and our issued shares are quoted on the New Zealand Stock Exchange (NZX) and Australian Securities Exchange
(ASX).
42Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Scope - CategoryActivityMethodology and data qualityFY20FY21FY22FY23
Tonnes-CO2
1 – DirectDiesel generator fuel.Supplier specific: Invoices detailing litres of diesel used for Engine Alternatives.170172273315
1 – DirectRefrigerants (gas leakage from air con).Supplier specific: Invoices detailing litres of refrigerants (gas) top ups.565548601181
1 – DirectNatural gas (LPG use in exchanges).Supplier specific: Invoices detailing LPG bottles purchased.998295*85
1 – DirectChorus vehicle fleet fuel.Supplier specific: Fuel card data showing litres of petrol/ diesel.NA204127159
2 – Purchased electricityLocation based.
Market based.
Average/Supplier specific: Monthly electricity invoices – detailing usage for
each Installation Control Point. Include Spark invoice for Chorus electricity
used in Spark exchanges.
9,334
N/A
12,248
N/A
12,861
N/A
9.921
1,309
3/1 – Purchased goods and
services
3/2 – Capital goods
Emissions based on spend, per activity.
Focused on emissions associated with
manufacturing and shipping.
Spend-based: Toitū worksheet which calculates emissions based on spend
and average emissions per activity.
N/ANA22,559
**
45,456
3/3 – Fuel and energy useElectricity used by customers and
transmission and distribution line losses.
Average/Hybrid Supplier specific: Based on what we invoice Spark for
electricity use in Chorus exchanges.
3,3954,3394,0693,359
3/4 – Upstream transportation
and distribution
Service company corporate fleet and
Chorus technician fleet.
Supplier specific: Based on information from service providers using some
fuel use data and statistical data for light vehicle fleets.
5059315,589
***
13,324
3/5 – Waste generated in
operations
Waste from corporate offices and network. Average/Hybrid: Based on one month of daily weighing for all corporate sites
(multiplied). Network waste data supplied by service providers.
6360289
3/6 – Business travel Business flights, car rentals,
accommodation and taxis.
Supplier specific: Actual data provided by travel provider.
Broken down to employee name and number.
765294202762
3/7 – Employee commuting Employee commuting and work from
home.
Average/Hybrid: Based on average data from employee survey.N/AN/A124265
3/9 – Downstream
transportation and
distribution
Transportation and distribution of
equipment and spares.
Supplier specific: Shipment of Nokia equipment and supplier invoices.N/AN/A2,5451,578
3/11 – Use of sold productElectricity used in customer premise to
power the ONT.
Supplier specific: Supplier specs on energy consumption for each model.
Based on a 24/7, seven days a week usage.
N/A516,9117,6 51
Total Scope 1
1,0359921,096740
Total Scope 2
9,34312,24712,8619,921
Total Scope 3
9,2219,80719,66872,404
Climate Statement (TCFD Appendix)
Base year
Greenhouse gas emissions source inclusion
* Natural gas FY22 emissions number has been restated due to an error found in data capture.
We have restated emissions for prior years based on revised emission factors and activity levels. Emissions may vary from previously reported figures.
Emissions up from last year.
Emissions down from last year.
** Full spend-based analysis and calculation completed for FY23.
*** FY23 is the first year we have had supplier specific data for service companies fleet emissions, including Chorus' technician fleet.
43Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Scope - CategoryExclusion reason
3/8 – Upstream leased assetsChorus equipment located in suppliers’ exchange buildings is included in scope 2.
3/10 – Processing of Sold ProductsExcluded due to low materiality, lack of available data, and high degree of uncertainty.
3/12 – End of life treatment of sold productsE-waste programme in place and most network waste is recycled.
3/13 – Downstream leased assetsCustomer electricity on network/ICT equip in Chorus’ exchanges is included under 3 fuel and energy use.
3/14 – FranchisesChorus has no franchise model.
3/15 – InvestmentsChorus has no other investments at this stage.
Guidance documents, standards and emission factors used for our climate statement
The following guidance documents were used in the preparation of this GHG Inventory:
Aotearoa New Zealand Climate Standard 1
Climate-related Disclosures (NZ CS 1)
https://www.xrb.govt.nz/standards/climate-related-disclosures/aotearoa-new-
zealand-climate-standards/aotearoa-new-zealand-climate-standard-1/
Aotearoa New Zealand Climate Standard 2
Adoption of Aotearoa New Zealand Climate Standards (NZ CS 2)
https://www.xrb.govt.nz/standards/climate-related-disclosures/aotearoa-new-
zealand-climate-standards/aotearoa-new-zealand-climate-standard-2/
Aotearoa New Zealand Climate Standard 3
General Requirements for Climate-related Disclosures (NZ CS 3)
https://www.xrb.govt.nz/standards/climate-related-disclosures/aotearoa-new-
zealand-climate-standards/aotearoa-new-zealand-climate-standard-3/
Greenhouse Gas Protocol – Scope 2 Guidance
https://ghgprotocol.org/sites/default/files/2023-03/Scope%202%20Guidance.pdf
Greenhouse Gas Protocol Technical Guidance for Calculating Scope 3 Emissions
https://ghgprotocol.org/sites/default/files/standards/Scope3_Calculation_
Guidance_0.pdf
SBTi Criteria and Recommendations
https://sciencebasedtargets.org/resources/files/SBTi-criteria.pdf
Ministry for the Environment: Measuring Emissions – a guide for organisations
https://environment.govt.nz/publications/measuring-emissions-a-guide-for-
organisations-2022-detailed-guide/
Climate Statement (TCFD Appendix)
Greenhouse gas emissions source exclusions
44Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023
Figure 13: Chorus' network exposure to climate change
SEA LEVEL RISECOASTAL FLOODINGPLUVIAL FLOODINGFLUVIAL FLOODING
2040
SSP2-4.5
2040
SSP5-8.52023
2040
SSP2-4.5
2040
SSP5-8.52023
2040
SSP2-4.5
2040
SSP5-8.52023
2040
SSP2-4.5
2040
SSP5-8.5
KEY EXCHANGE SITES (N=61)
* potentially exposed (very low to very high)000004 (7%)4 (7%)4 (7%)8 (13%)9 (15%)9 (15%)
* potentially exposed (high to very high)000002 (3%)2 (3%)2 (3%)3 (5%)4 (7%)4 (7%)
OTHER EXCHANGE/ACCESS SITES (N=778)
* potentially exposed (very low to very high)3 (<1%)3 (<1%)8 (1%)16 (2%)17 (2%)104 (13%)104 (13%)104 (13%)177 (23%)181 (23%)181 (23%)
* potentially exposed (high to very high)4 (1%)9 (1%)9 (1%)20 (3%)20 (3%)22 (3%)79 (10%)83 (11%)83 (11%)
UNDERGROUND UTILITY BOXES (N=285,554)
* potentially exposed (very low to very high)383 (<1%)401 (<1%)2,610 (1%)4,723 (2%)4,789 (2%)28,292 (10%)28,292 (10%)35,017 (12%)32,988 (12%)35,017 (12%)35,017 (12%)
* potentially exposed (high to very high)1,700 (1%)3,487 (1%)3,557 (1%)10,543 (4%)10,757 (4%)25,563 (9%)23,213 (8%)25,157 (9%)25,563 (9%)
TERMINAL ENCLOSURES OR CABINETS (N=14,702)
* potentially exposed (very low to very high)40 (<1%)41 (<1%)162 (1%)264 (2%)269 (2%)1,295 (9%)1,295 (9%)1,295 (9%)1723 (12%)1799 (12%)1799 (12%)
* potentially exposed (high to very high)79 (1%)140 (1%)141 (1%)259 (2%)267 (2%)281 (2%)849 (6%)919 (6%)942 (6%)
POLES (N=310,779)
* potentially exposed (very low to very high)529 (<1%)570 (<1%)2,875 (1%)4,258 (1%)4,295 (1%)32,239 (10%)32,239 (10%)32,239 (10%)37,456 (12%)37,456 (12%)37,456 (12%)
* potentially exposed (high to very high)000000000
REGIONAL FIBRE (67,483KM)
* potentially exposed (very low to very high)484 (<1%)499 (<1%)962 (1%)1,356 (2%)1,371 (2%)9,144 (14%)9,144 (14%)9,144 (14%)12,181 (18%)12,435 (18%)12,435 (18%)
* potentially exposed (high to very high)000000000
This assessment builds on a 2019 analysis of Chorus' network exposure to climate change
induced sea level rise. Current network asset information is assessed against additional climate
change risk from coastal, pluvial and fluvial flooding. Two global emissions scenarios were used:
moderate (SSP2-4.5) and high (SSP5-8.5) to 2040 and 2090. The 2090 results are not shown given
most Chorus assets have much shorter accounting lives. Flood damage assessment is based on
estimated inundation depth from ground level, with an adjustment for estimated floor height.
An impact level is assigned based on damage expectancy with 'very low' representing 1% or less
damage and based on damage expectancy with less than one hour of disruption. 'High' and 'very
high' impact represents estimated damage above 25% and multi-day disruption.
Chorus is currently migrating customers to its fibre network and expects that its copper network
will be shut down within a decade. As the copper network is shut down the number of exposed
assets is expected to reduce significantly. The fibre network is much more resilient to water ingress
than the copper network because fibre cables do not carry an electrical signal and fibre nodes in
suburban streets do not contain electrical equipment.
Chorus is using the findings from this analysis to inform its asset management programme and
ongoing investment in network resilience. Cyclone Gabrielle in February 2023 was the largest
weather event to affect the Chorus network and the resulting damage was consistent with the
findings of this report, with no damage to exchanges or access sites.
DEFINITIONS:
Sea level rise: 0.16m increase in sea level for SSP2-4.5 and 0.18m for SSP5-8.5.
Coastal flooding: storm surges causing coastal inundation by sea water.
Pluvial flooding: extreme rainfall that overwhelms drainage systems and/or results in flash flooding.
Fluvial flooding: excessive rainfall or snow melt causing river or lake overflow onto surrounding land.
Climate Statement (TCFD Appendix)
45Connecting Aotearoa so that we can all live, learn, work and playChorus Sustainability Report 2023Glossary
Glossary
ADSLAsymmetric Digital Subscriber Line - a
copper-based technology that can provide
basic fixed line broadband services.
BoardChorus Limited’s Board of Directors.
CO2eCarbon dioxide equivalent.
CRD Climate-Related Disclosures.
EmissionsEmission sources are categorised by
scope to manage risks and impacts
of double counting. There are three
scopes in greenhouse gas reporting.
FluvialRiver flooding.
FTEFull Time Equivalent.
FTTHFibre-to-the-home.
FWA 4G / 5GFixed Wireless Access 4th/5th generation.
FYFinancial year – twelve months
ended 30 June. FY23 is from
1 July 2022 to 30 June 2023.
GHGGreenhouse gas.
GHG InventoryA quantification of an organisation’s
greenhouse gas sources, sinks,
emissions, and removals.
GPONGigabit Passive Optical Network.
Layer 1The physical cables and co-location space.
Layer 2The data link layer, including broadband
electronics, within the Open Systems
Interconnection model.
MbpsMegabits per second – a measure of
the average rate of data transfer.
ONTOptical Network Terminal, or the termination
point of fibre in the home or business.
P2PWhere two parties or devices are
connected point-to-point via fibre.
PBA petabyte is equivalent to 1,024 gigabytes
pKmPassenger-kilometre (unit of
measure for transport).
PluvialSurface water flood.
RABRegulatory Asset Base refers to the value of
total investment by a regulated utility in the
assets which will generate revenues over time.
RefrigerantsA substance or mixture used in a heat
pump and refrigeration cycle.
SBTiScience Based Target initiative.
Scope 1 Direct emissions from sources that are
owned or controlled by a company.
Scope 2Indirect emissions from the generation of
purchased electricity consumed by a company.
Scope 3Indirect emissions from the
value chain of a company.
UFBUltra-Fast Broadband refers to the Government
and industry programme to build a FTTH
network to 87% of New Zealanders. UFB1
refers to the original phase of the rollout to
75% of New Zealanders. UFB2 and UFB2+
were subsequent phases announced in
2017 extending the network to 87%.
VDSLVery High Speed Digital Subscriber Line – a
copper-based technology that provides a
better broadband connection than ADSL.
WFHWorking from home.
Directory
Registered Offices
NEW ZEALAND
Level 10, 1 Willis Street
Wellington, New Zealand
P: +64 800 600 100
AUSTRALIA
C/– Allens Corporate Services Pty Limited
Level 28, Deutsche Bank Place, 126 Phillip Street,
Sydney, NSW 2000, Australia
P: +61 2 9230 4000
https://company.chorus.co.nz/sustainability
ARBN 152 485 848
---
On behalf of your Board, I’m pleased to report
that Chorus has delivered another strong
financial result in a year of operating challenges
and change.
Over a period of economic volatility, inflationary pressures
and uncertainty, Chorus continued to prove its resilience
as an essential utility provider. As the recent pandemic
and extreme weather events have shown, Kiwi homes and
businesses are more reliant than ever on our fast and reliable
broadband connections to live, learn, work and play.
We’ve announced a final unimputed dividend for the year of
25.5 cents per share, bringing total dividends for FY23 to 42.5
per share. The dividend reinvestment plan remains paused.
This is my first annual report as Chair after six years on
the Board as a director. I’m excited to be part of Chorus’
transition from a successful era of building one of the world’s
most advanced fixed broadband networks to now operating
as a digital infrastructure company that can power
New Zealand’s digital future.
Strategy and Core Beliefs
I think it’s important for shareholders to understand what
our beliefs as a board are for your company. These beliefs
underpin Chorus’ three strategic pillars: to win in core fibre, to
optimise the non-fibre asset base and to grow new revenues.
• Empowering our people: One of the best investments we
can make is in having the right people, empowered and
appropriately incentivised. Our aspiration is for Chorus to be
a diverse and inclusive employer of choice.
• Fibre is future-proofed: We believe fibre is the most effective
technology choice for the vast majority of New Zealanders
because it provides a dedicated connection that delivers
fast and extremely reliable connectivity. While alternative
technologies have a place in the market, fibre has a clear and
easily scalable upgrade path to meet the expected growth in
consumer needs far into the future.
• Connections, connections, connections: Chorus’ long-
term value is inextricably linked to fibre connections. Now
that we’ve built a world-class network, in partnership with
government, the greatest benefit to the country is to harness
its potential. We’ve begun retiring the copper network in
our urban fibre areas and this will drive fibre uptake even
higher. Consumers value fibre above other technologies as a
high-quality dependable service and we’re willing to invest in
connecting more addresses and devices (e.g. traffic cameras)
where the acquisition cost is justified by the long-term value
of that connection.
• Managed exit from copper: Our copper network is nearing
the end of its technological life and alternative technologies
will be needed beyond the reach of fibre. Our focus is on
managing our copper costs down while deploying fibre
to the maximum extent and ensuring regulation supports
consumers to get the best possible services.
• Be an active wholesaler:
As an open access wholesaler
we treat all our retailer customers equally. Yet, our largest
customers are also our network competitors and have
direct consumer relationships where we don’t. This means
we need to be an active wholesaler, promoting our network
services and ensuring that the regulatory regime supports
a level playing field between network providers and keeps
consumers fully informed.
• Promote digital equity: We’re the provider of an essential
utility service that enables New Zealanders to access
an increasingly digitised world. This means Chorus
can and should play its part in improving digital equity.
Because we’re a wholesale only provider, this requires a
collaborative effort with government agencies and retail
service providers.
• Prioritise long-term value: Capital allocation is one of our
most important responsibilities. We’re making investment
decisions for long-term value, not short-term profit. We’ll
prioritise the efficient allocation of capital that grows
shareholder value and supports a growing sustainable
dividend through time. Our assessment of the necessary
level of returns, the impact on consumer pricing,
competitive market conditions, and the parameters of our
dividend policy and debt limits, will guide our approach to
discretionary investment.
• A considered approach to new opportunities: We believe
generating non-regulated income streams is important,
but they must pay their way. We would need to have, or
build, the capability to run these businesses well. We’ll
tread carefully and generally steer away from businesses
that our shareholders can invest in directly, unless there
is a compelling adjacency to, and synergies with, our
core business.
• An appropriate capital structure: We’re committed to
maintaining a capital structure reflective of a utility
business. At the heart of this is the maintenance of an
investment-grade credit rating (BBB or equivalent) and
financial policies that support this. We’ve begun turning
our minds to the first tranche of Crown funding that will be
due in mid-2025.
Dear investors
Reshaping Chorus for its next phase
We’ve spoken in the past about the transition from a fibre
rollout organisation to one that is focused more on operating
that network. With the UFB rollout finished and the new
regulatory regime for fibre established, Chorus is entering this
new phase of its evolution.
In May, we announced the beginning of changes to our
operating model to better execute our strategy, reflect the
new regulatory framework and respond to a changing market
environment. That environment includes the progressive
withdrawal of our copper network, the emergence of new
technologies and changing consumer needs.
This new operating model includes the introduction of three
end-to-end value streams that are aligned to the core focus
areas of our strategy: win in fibre, grow new revenues and
optimise non-fibre assets. New capabilities, tools and ways
of working are also being introduced so our people can
deliver key initiatives with better focus and prioritisation, and
ultimately provide improved consumer outcomes.
This is a
significant change from our historical operating model that
had been built around delivering a 12-year fibre rollout and
the mass uptake of fibre.
Unfortunately, it has meant the disestablishment of some
executive roles.I would like to acknowledge Andrew Carroll
(GM Customer & Network Operations) and Ed Hyde (Chief
Customer Officer) for the significant contributions they made
to Chorus. Andrew was a member of the leadership team
since Chorus was listed and helped us navigate a number of
significant challenges over many years. Ed was instrumental in
developing our fibre proposition for consumers and ultimately
reaching our target of one million connections in FY23.
Governance
Two directors, Jack Matthews and Kate Jorgensen, are
scheduled to be up for re-election at this year’s annual
shareholders meeting, with no retirements. We’ve had two
director changes during the year, with the retirement of
Patrick Strange as Chair and the subsequent appointment of
Will Irving as a director. Will has been an excellent addition to
the Board, bringing a combination of regulatory, technology
and operational telco experience from his roles at Telstra and
the National Broadband Network in Australia.
I’d like to acknowledge Patrick for his leadership over a long
period at Chorus and for the smooth handover to me. I extend
that appreciation to my fellow Board members for their support
to me in the Chair role and their valuable contributions.
As directors we’re energised by the goals we have set for
the company. I believe the Board has the right blend of
experience and diversity in the broadest sense to drive the
strategy of the company, and to support and challenge
our management.
Becoming an all‑fibre digital infrastructure
company
We’ve provided dividend guidance of 47.5 cents per share,
unimputed, for FY24. There is approximately $11 million
remaining to be returned to shareholders through the $150
million share buyback programme. To date, more than 17
million shares have been bought back.
In April, we were pleased to see UniSuper receive government
approval to increase its shareholding in Chorus up to 20%,
should it choose to do so. We see this as a positive endorsement
both of Chorus’ strategy and growing investor recognition of
our value as a provider of essential digital infrastructure.
The global boom in fibre rollouts gives us great confidence
that we’ve invested in the right infrastructure for the future.
Recent OECD data shows fibre already accounting for 38%
of all fixed broadband subscriptions at the end of 2022,
surpassing cable on 32% and copper broadband on 24%.
This shift to fibre, and the emergence of alternative wireless
and satellite broadband networks in rural areas, has started
the countdown on the usefulness of copper networks.
Norway and Sweden, for example, are well advanced in the
retirement of copper. We expect this to occur here in the
next decade and we believe fibre should be extended further
to help bridge the digital divide between urban and rural
communities. We’re exploring how we could play a part with
the right investment incentives.
At the same time, we’re enhancing our existing fibre footprint
with upgrades to multi-gigabit Hyperfibre capability. We
know we’re on the right path when Singapore’s latest Digital
Connectivity Blueprint calls for seamless 10Gbps connectivity
to be enabled within the next five years. The trends all point
to exponential data growth in the coming years and the rapid
rise of artificial intelligence services in the past year shows just
how fast and far-reaching changes in our industry can be.
I’d like to thank our chief executive JB Rousselot, our
executive team and the wider Chorus team for their
outstanding efforts over the past year, particularly the way
they dealt with significant operating challenges, including
Cyclone Gabrielle and the ongoing technician shortages.
Finally, I would like to thank you, our shareholders, for
your continued support of Chorus and we look forward to
updating you at our annual meeting in November.
Mark Cross
Chair
If you’d like more detail on our financial results, the
annual report and a recorded webcast of our results
briefing will be available on our website at
www.chorus.co.nz/reports
FY23 results overview
We’d like to keep in touch by email
With postage costs rising and our desire to reduce our
environmental impact, we are reconsidering how we
keep in touch.
Please send your email address (and include your postal
address so we can identify the right recipient) to;
company.secretary@chorus.co.nz
so we can email this letter to you paper-free next time.
1 Earnings before interest, income tax, depreciation and amortisation (EBITDA) is a non-GAAP profit measure. We monitor this as a key
performance indicator and we believe it assists investors in assessing the core operations of our business.
About this report
Our 2023 Annual Report covers the financial year ended 30 June 2023 and includes aspects of our environment, social
and governance (ESG) performance. For additional ESG reporting, including emissions and climate-related information,
please refer to our separate 2023 Sustainability Report available at www.chorus.co.nz/reports.
Share price
FY23FY22
$7.22
$8.425
Operating revenue
FY23
$980m
FY22
$965m
EBITDA
1
FY23FY22
$675m
$672m
Dividend
FY23FY22
35cps
42.5cps
Net profit after tax
FY23FY22
$64m
$25m
Market dynamics
We’re focused on continuing to grow uptake of our network
so its socio-economic benefits can help power Aotearoa’s
digital future. Our copper withdrawal programme will keep
driving fibre uptake in our urban areas and we’re continuing
to be an active wholesaler. Our latest New Zealand runs on
fibre advertising campaign showcases some of the ways fibre
is now used by about three million Kiwis. Market data shows
that consumers value fibre’s reliability and speeds.
We’re cognisant that there are shadows over the wider
economy. We see inflationary pressures across our business
through direct labour costs and our service companies.
There are signs too that our housing development pipeline
is slowing from its recent peak. We know consumers face
economic pressures and, although we’re increasing prices on
some fibre plans by inflation from 1 October, we’ll again hold
the wholesale price of our entry level 50Mbps Home Fibre
Starter plan at its current level.
While Commerce Commission reporting shows no other
technology beats fibre for reliability and capability, we
know that the evolution of 5G fixed wireless will bring
more competition from mobile network operators. The
Commission’s oversight of marketing practices will be integral
to ensuring that vertically integrated providers don’t use their
direct consumer relationships to unfairly undermine the open
access fibre regime the government created in 2011.
The gap between network capability and in-home Wi-Fi
performance is another area that requires ongoing focus
from the industry and government. The age and quality of
home Wi-Fi devices is a potential handbrake on consumers
enjoying the full benefits of the investment made in fibre.
While some retailers are providing Wi-Fi 6 capable mesh
devices, the next generation of Wi-Fi 6E devices could enable
peak speeds of 2Gbps by using 6GHz spectrum to provide
greater bandwidth.
Leading tech countries have already taken the step to
release the entire 6GHz band for this purpose, because they
recognise Wi-Fi is critical to the consumer experience and
ongoing technology innovation. However, to date, the New
Zealand government has opted to release only the lower
6GHz band for Wi-Fi and other unlicensed use.
Regulatory framework
We’re now halfway through our first three-year regulatory
period under a utility-style framework for fibre. In May, we
lodged our Information Disclosure reporting for the 2022
calendar year showing the regulated asset base had grown
from $5.4 billion to $5.7 billion and that we under-earned our
allowable revenue by about $47 million.
In October 2023, we’ll submit our proposal for the expenditure
and investment we anticipate for the next four-year regulatory
period from 2025 to 2029. This is a significant undertaking as
we seek to forecast consumer demands and expectations.
As we know from the effect of Netflix and Fortnite on peak-
time bandwidth, it only takes one new application to change
consumer behaviour almost overnight.
That’s why we’ve been surveying consumers as part of our
proposal development and to help evaluate longer-term
opportunities for investment.
Long-term planning about the management of our assets
is also a key consideration. We’re enhancing our asset
management capability and practices to provide a strong
focus on network operation and lifecycle management. At
the same time, the extreme weather events in early 2023 have
given our network planning team some valuable insights into
how we could develop our approach to network resilience.
An opportunity to take fibre further
In December, the Government released its Lifting
Connectivity in Aotearoa New Zealand paper, setting out their
intent to improve digital connectivity over the next decade.
The paper highlights the need to provide enduring solutions
that can meet future growth in demand for increased speed
and capacity.
A report we commissioned from the New Zealand Institute of
Economic Research calculated a $16.5 billion benefit for rural
homes and businesses over the next decade if they had high-
capacity broadband. That equates to a $6,500 annual benefit
to households better able to access broader employment
opportunities and the ability to use online services for
telemedicine, banking and government agencies.
Europe’s ambition is gigabit coverage for all households
by 2030, with some countries targeting 99% population
coverage with fibre. That’s probably too high for New Zealand
given our challenging topography and generally lower
population density, but we believe we could reach at least
90% of Kiwis with fibre under the right regulatory and policy
settings. That would require an investment in the order of
$500 million to reach 75,000 premises.
We believe it’s time for a broader discussion about the right
mix of private and public investment that can achieve the
government’s goals and close the digital divide for more Kiwis.
JB Rousselot
Chief Executive
Outlook
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.
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